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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant    

 

Filed by a Party other than the Registrant    

 

Check the appropriate box:

 

    

    Preliminary Proxy Statement

      

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Definitive Proxy Statement

 

    

    Definitive Additional Materials

 

    

    Soliciting Material Pursuant to § 240.14a-12

 

  

 

BlackRock California Municipal Income Trust

BlackRock Capital Allocation Trust

BlackRock Core Bond Trust

BlackRock Corporate High Yield Fund, Inc.

BlackRock Credit Allocation Income Trust

BlackRock Debt Strategies Fund, Inc.

BlackRock Energy and Resources Trust

BlackRock Enhanced Capital and Income Fund, Inc.

BlackRock Enhanced Equity Dividend Trust

BlackRock Enhanced Global Dividend Trust

BlackRock Enhanced Government Fund, Inc.

BlackRock Enhanced International Dividend Trust

BlackRock ESG Capital Allocation Trust

BlackRock Floating Rate Income Strategies Fund, Inc.

BlackRock Floating Rate Income Trust

BlackRock Health Sciences Trust

BlackRock Health Sciences Trust II

BlackRock Income Trust, Inc.

BlackRock Innovation and Growth Trust

BlackRock Investment Quality Municipal Trust, Inc.

BlackRock Limited Duration Income Trust

BlackRock Long-Term Municipal Advantage Trust

BlackRock Multi-Sector Income Trust

BlackRock MuniAssets Fund, Inc.

BlackRock Municipal 2030 Target Term Trust

BlackRock Municipal Income Fund, Inc.

BlackRock Municipal Income Quality Trust

BlackRock Municipal Income Trust

BlackRock Municipal Income Trust II

BlackRock MuniHoldings California Quality Fund, Inc.

BlackRock MuniHoldings Fund, Inc.

BlackRock MuniHoldings New Jersey Quality Fund, Inc.

BlackRock MuniHoldings New York Quality Fund, Inc.

BlackRock MuniHoldings Quality Fund II, Inc.

BlackRock MuniVest Fund II, Inc.

BlackRock MuniVest Fund, Inc.


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BlackRock MuniYield Fund, Inc.

BlackRock MuniYield Michigan Quality Fund, Inc.

BlackRock MuniYield New York Quality Fund, Inc.

BlackRock MuniYield Quality Fund II, Inc.

BlackRock MuniYield Quality Fund III, Inc.

BlackRock MuniYield Quality Fund, Inc.

BlackRock New York Municipal Income Trust

BlackRock Resources & Commodities Strategy Trust

BlackRock Science and Technology Trust

BlackRock Science and Technology Trust II

BlackRock Taxable Municipal Bond Trust

BlackRock Utilities, Infrastructure & Power Opportunities Trust

BlackRock Virginia Municipal Bond Trust

 

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

 

    No fee required

 

     

    Fee paid previously with preliminary materials

 

    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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LOGO

 

June 3, 2022

 

Dear Shareholder:

 

A joint annual meeting of the shareholders of the BlackRock Closed-End Funds listed in Appendix A to the enclosed joint proxy statement (each, a “Fund”) will be held on Monday, July 25, 2022, at 10:00 a.m. (Eastern time), to consider and vote on the proposal discussed in the enclosed joint proxy statement. Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees and the community, the meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the meeting but will be able to view the meeting live and cast their votes by accessing a web link.

 

The purpose of the meeting is to seek shareholder approval of the nominees named in the enclosed joint proxy statement to the Boards of Directors or Trustees (each, a “Board” and collectively, the “Boards,” the members of which are referred to as “Board Members”) of each Fund. Each Board has unanimously approved the nominees named in the enclosed joint proxy statement on behalf of its Fund (the “Board Nominees”), subject to approval by the Fund’s shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that they possess the requisite experience in overseeing investment companies and that their election is in your best interest.

 

The Board Members responsible for your Fund recommend that you vote “FOR” the Board Nominees for your Fund. In connection with your vote, we urge you to read the full text of the enclosed joint proxy statement.

 

You have received this joint proxy statement because you were a shareholder of record of at least one of the Funds listed in Appendix A on May 27, 2022 (the “Record Date”). Another BlackRock Closed-End Fund not listed in Appendix A will also hold its annual meeting of shareholders on the date stated above, but at a different time. If you were also a shareholder of record on the Record Date of such other fund, you will receive a separate proxy statement and proxy card relating to such fund. Please be certain to vote by telephone or via the Internet with respect to each fund in which you are a shareholder of record or sign, date and return each proxy card you receive from us.


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We would like to assure you of our commitment to ensuring that the joint annual meeting provides shareholders with a meaningful opportunity to participate, including the ability to ask questions of the Boards and management. To support these efforts, we will:

 

    Provide for shareholders to begin logging into the joint annual meeting at 9:30 a.m., Eastern time on Monday, July 25, 2022, thirty minutes in advance of the joint annual meeting.

 

    Permit shareholders attending the joint annual meeting to submit questions via live webcast during the joint annual meeting by following the instructions available on the meeting website during the joint annual meeting. Questions relevant to joint annual meeting matters will be answered during the joint annual meeting, subject to time constraints.

 

    Engage with and respond to shareholders who ask questions relevant to joint annual meeting matters that are not answered during the joint annual meeting due to time constraints.

 

    Provide the ability for participating shareholders who hold Fund shares in their name to vote or revoke their prior vote at the joint annual meeting by following the instructions that will be available on the meeting website during the joint annual meeting. Participating shareholders who are beneficial shareholders (that is if they hold Fund shares through a bank, broker, financial intermediary or other nominee) will not be able to vote at the joint annual meeting unless they have registered in advance to attend the joint annual meeting, as described below.

 

Your vote is important. Attendance at the annual meeting will be limited to each Fund’s shareholders as of the Record Date.

 

If your shares in a Fund are registered in your name, you may attend and participate in the meeting at meetnow.global/MJU4PLZ by entering the control number found in the shaded box on your proxy card on the date and time of the meeting. You may vote during the meeting by following the instructions that will be available on the meeting website during the meeting.

 

If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee) and want to attend the meeting you must register in advance of the meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Georgeson LLC, the Funds’ tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the meeting date. You will receive a confirmation email from Georgeson LLC (through Computershare) of your registration and a control number and security code that will allow you to vote at the meeting.


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Even if you plan to attend the meeting, please promptly follow the enclosed instructions to submit your voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

 

We encourage you to carefully review the enclosed materials, which explain this proposal in more detail. As a shareholder, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the meeting. You may vote using one of the methods below by following the instructions on your proxy card or voting instruction form(s):

 

    By touch-tone telephone;

 

    By Internet;

 

    By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or

 

    By participating at the meeting as described above.

 

If you do not vote using one of these methods, you may be called by Georgeson LLC, the Funds’ proxy solicitor, to vote your shares.

 

If you have any questions about the proposal to be voted on or the virtual meeting, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-866-328-5445.

 

Sincerely,

 

Janey Ahn

Secretary of the Funds

40 East 52nd Street, New York, NY 10022


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IMPORTANT INFORMATION

FOR FUND SHAREHOLDERS

 

While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.

 

Questions and Answers

 

Q:   Why am I receiving the joint proxy statement?

 

A:   Each Fund is required to hold an annual meeting of shareholders for the election of Board Members. This joint proxy statement describes a proposal to approve the nominees to the Board of the Fund(s) in which you own shares and provides you with other information relating to the meeting. The enclosed proxy card(s) indicate the Fund(s) in which you own shares. The table starting on page 9 of the joint proxy statement identifies the Board Members, including the Board Nominees, for each Fund.

 

Q:   Will my vote make a difference?

 

A:   YES. Your vote is very important and can make a difference in the governance and management of your Fund(s), no matter how many shares you own. We encourage all shareholders to participate in the governance of their Fund(s). Your vote can help ensure that the Board Nominees will be elected.

 

Q:   How do the Boards of the Funds recommend that I vote?

 

A:   The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that the Board Nominees possess the requisite experience in overseeing investment companies and are familiar with the Funds and their investment advisers. The Boards have approved the Board Nominees named in the joint proxy statement, believe their election is in your best interest and unanimously recommend that you vote FOR each Board Nominee.

 

Q:   When and where will the meeting be held?

 

A:   The meeting will be held on Monday, July 25, 2022, at 10:00 a.m. (Eastern time). Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees and the community, the meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the meeting but will be able to view the meeting live and cast their votes by accessing a web link.

 

Q:   How do I vote my shares?

 

A:   You can provide voting instructions by telephone, by calling the toll-free number on the proxy card(s) or on the Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to be Held on July 25, 2022 (the “Notice of Internet Availability of Proxy Materials”), or by going to the Internet address provided on the Notice of Internet Availability of Proxy Materials or proxy card(s) and following the instructions. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access to the voting website and confirm that your voting instructions are properly recorded. Alternatively, if you received your proxy card(s) by mail, you can vote your shares by signing and dating the proxy card(s) and mailing it (them) in the enclosed postage-paid envelope.


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    You may also vote at the meeting; however, even if you plan to attend the virtual meeting, we still encourage you to provide voting instructions by one of the methods discussed above. In addition, we ask that you please note the following:

 

    If your shares in a Fund are registered in your name, you may attend and participate in the meeting at meetnow.global/MJU4PLZ by entering the control number found in the shaded box on your proxy card on the date and time of the meeting. You may vote during the meeting by following the instructions that will be available on the meeting website during the meeting.

 

    Also, if you are a beneficial shareholder of a Fund, you will not be able to vote at the virtual meeting unless you have registered in advance to attend the meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Georgeson LLC (“Georgeson”), the Funds’ tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the meeting date. You will receive a confirmation email from Georgeson (through Computershare) of your registration and a control number and security code that will allow you to vote at the Meeting.

 

    Even if you plan to attend the meeting, please promptly follow the enclosed instructions to submit your voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

 

Q:   Are the Funds paying for the cost of the joint proxy statement?

 

A:   The costs associated with the joint proxy statement, including the printing, distribution and proxy solicitation costs, will be borne by the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement, also will be borne by the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can reasonably be attributed to one or more specific Funds.

 

    The Funds and BlackRock, Inc. have retained Georgeson, 1290 Avenue of the Americas, 9th Floor, New York, NY 10104, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that Georgeson will be paid approximately $107,000 for such services (including reimbursements of out-of-pocket expenses).

 

Q:   Whom do I call if I have questions?

 

A:   If you need more information, or have any questions about voting, please call Georgeson, the Funds’ proxy solicitor, toll free at 1-866-328-5445.

 

Please vote now. Your vote is important.

 

To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to indicate your voting instructions on the enclosed proxy card(s), and if received by mail, date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. If you submit a properly executed proxy card but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees. If your shares of a Fund are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the meeting.


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LOGO

 

June 3, 2022

 

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 25, 2022

 

To the Shareholders:

 

A joint annual meeting of the shareholders of the BlackRock Closed-End Funds identified below (each, a “Fund”) will be held on Monday, July 25, 2022, at 10:00 a.m. (Eastern time), to consider and vote on the proposal, as more fully described in the accompanying joint proxy statement. Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees and the community, the meeting will be held in a virtual meeting format only. Shareholders will not have to travel to attend the meeting but will be able to view the meeting live and cast their votes by accessing a web link.

 

  PROPOSAL 1.

To elect to the Board (defined below) of your Fund(s) the nominees named in the accompanying joint proxy statement.

 

        

To transact such other business as may properly come before the meeting or any adjournments, postponements or delays thereof.

 

The purpose of the meeting is to seek shareholder approval of the nominees named in the accompanying joint proxy statement to the Boards of Directors or Trustees (each, a “Board,” and collectively, the “Boards,” the members of which are referred to as “Board Members”) of each Fund. Each Board has unanimously approved the nominees on behalf of its Fund (the “Board Nominees”), subject to approval by the Fund’s shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that the Board Nominees possess the requisite experience in overseeing investment companies and that their election is in your best interest.

 

Your Board unanimously recommends that you vote “FOR” the Board Nominees with respect to which you are being asked to vote.

 

Shareholders of record of each Fund as of the close of business on May 27, 2022 (the “Record Date”) are entitled to vote at the meeting and at any adjournments, postponements or delays thereof. A list of each Fund’s shareholders as of the Record Date will be available electronically for inspection by any record shareholder of such Fund at the shareholder meeting.


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For each Delaware Trust, such list will be available for inspection beginning ten days prior to the date of the meeting. Fund shareholders interested in inspecting the list of shareholders for their respective Fund should contact Georgeson LLC at blackrockcef@georgeson.com for additional information.

 

If you owned shares of more than one Fund as of the Record Date, you may receive more than one proxy card or voting instruction form. Another BlackRock Closed-End Fund will also hold its annual meeting of shareholders at the place and on the date stated above, but not at the same time. If you were also a shareholder of record on the Record Date of such other fund, you will receive a separate proxy statement and proxy card relating to such fund. Please be certain to vote by telephone or via the Internet with respect to each fund in which you are a shareholder of record or sign, date and return each proxy card you receive from us.

 

If you have any questions about the proposal to be voted on or the virtual meeting, please call Georgeson LLC, the firm assisting us in the solicitation of proxies, toll free at 1-866-328-5445.

 

By Order of the Boards,

 

Janey Ahn

Secretary of the Funds

40 East 52nd Street, New York, NY 10022


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BlackRock Closed-End Funds

Holding Annual Meetings of Shareholders on July 25, 2022

 

Name of Fund

   Ticker

BlackRock California Municipal Income Trust

   BFZ

BlackRock Capital Allocation Trust

   BCAT

BlackRock Core Bond Trust

   BHK

BlackRock Corporate High Yield Fund, Inc.

   HYT

BlackRock Credit Allocation Income Trust

   BTZ

BlackRock Debt Strategies Fund, Inc.

   DSU

BlackRock Energy and Resources Trust

   BGR

BlackRock Enhanced Capital and Income Fund, Inc.

   CII

BlackRock Enhanced Equity Dividend Trust

   BDJ

BlackRock Enhanced Global Dividend Trust

   BOE

BlackRock Enhanced Government Fund, Inc.

   EGF

BlackRock Enhanced International Dividend Trust

   BGY

BlackRock ESG Capital Allocation Trust

   ECAT

BlackRock Floating Rate Income Strategies Fund, Inc.

   FRA

BlackRock Floating Rate Income Trust

   BGT

BlackRock Health Sciences Trust

   BME

BlackRock Health Sciences Trust II

   BMEZ

BlackRock Income Trust, Inc.

   BKT

BlackRock Innovation and Growth Trust

   BIGZ

BlackRock Investment Quality Municipal Trust, Inc.

   BKN

BlackRock Limited Duration Income Trust

   BLW

BlackRock Long-Term Municipal Advantage Trust

   BTA

BlackRock Multi-Sector Income Trust

   BIT

BlackRock MuniAssets Fund, Inc.

   MUA

BlackRock Municipal 2030 Target Term Trust

   BTT

BlackRock Municipal Income Fund, Inc.

   MUI

BlackRock Municipal Income Quality Trust

   BYM

BlackRock Municipal Income Trust

   BFK

BlackRock Municipal Income Trust II

   BLE

BlackRock MuniHoldings California Quality Fund, Inc.

   MUC

BlackRock MuniHoldings Fund, Inc.

   MHD

BlackRock MuniHoldings New Jersey Quality Fund, Inc.

   MUJ

BlackRock MuniHoldings New York Quality Fund, Inc.

   MHN

BlackRock MuniHoldings Quality Fund II, Inc.

   MUE

BlackRock MuniVest Fund II, Inc.

   MVT

BlackRock MuniVest Fund, Inc.

   MVF

BlackRock MuniYield Fund, Inc.

   MYD

BlackRock MuniYield Michigan Quality Fund, Inc.

   MIY

BlackRock MuniYield New York Quality Fund, Inc.

   MYN

BlackRock MuniYield Quality Fund II, Inc.

   MQT

BlackRock MuniYield Quality Fund III, Inc.

   MYI

BlackRock MuniYield Quality Fund, Inc.

   MQY

BlackRock New York Municipal Income Trust

   BNY

BlackRock Resources & Commodities Strategy Trust

   BCX

BlackRock Science and Technology Trust

   BST

BlackRock Science and Technology Trust II

   BSTZ

BlackRock Taxable Municipal Bond Trust

   BBN

BlackRock Utilities, Infrastructure & Power Opportunities Trust

   BUI

BlackRock Virginia Municipal Bond Trust

   BHV


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TABLE OF CONTENTS

 

     Page  

JOINT PROXY STATEMENT

     1  

SUMMARY OF PROPOSAL AND FUNDS VOTING

     5  

PROPOSAL 1—ELECTION OF BOARD NOMINEES

     7  

VOTE REQUIRED AND MANNER OF VOTING PROXIES

     20  

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     21  

ADDITIONAL INFORMATION

     24  

Appendix A – Fund Information

     A-1  

Appendix B – Compensation of the Board Members

     B-1  

Appendix C – Equity Securities Owned by Board Members and Board Nominees

     C-1  

Appendix D – Meetings of the Boards

     D-1  

Appendix E – Committees of the Boards

     E-1  

Appendix F – Information Pertaining to the Executive Officers of the Funds

     F-1  

Appendix G – Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants

     G-1  

Appendix H – 5% Beneficial Share Ownership

     H-1  


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ANNUAL MEETING OF SHAREHOLDERS

 

 

 

July 25, 2022

 

 

 

JOINT PROXY STATEMENT

 

This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Boards of Directors or Trustees (each, a “Board,” and collectively, the “Boards,” the members of which are referred to as “Board Members”) of each BlackRock Closed-End Fund listed in Appendix A of this Proxy Statement (each, a “Fund”). The proxies will be voted at the joint annual meeting (the “meeting”) of shareholders of the Funds and at any and all adjournments, postponements or delays thereof. The meeting will be held on Monday, July 25, 2022, at 10:00 a.m. (Eastern time). The meeting will be held for the purposes set forth in the accompanying Notice of Joint Annual Meeting of Shareholders to be Held on July 25, 2022. Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees and the community, the meeting will be held in a virtual meeting format only.

 

The Boards of the Funds have determined that the use of this Proxy Statement for the meeting is in the best interests of the Funds and their shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Distribution to shareholders of this Proxy Statement and the accompanying materials, or the Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to be Held on July 25, 2022 (the “Notice of Internet Availability of Proxy Materials”), will commence on or about June 3, 2022.

 

Each Fund listed in Appendix A to this Proxy Statement is organized as a Maryland corporation (each, a “Maryland Corporation”), a Maryland statutory trust (a “Maryland Trust”) or a Delaware statutory trust (each, a “Delaware Trust”). The Maryland Corporations, the Maryland Trust and the Delaware Trusts are closed-end management investment companies registered under the Investment Company Act of 1940 (the “1940 Act”). A list identifying each Fund as a Maryland Corporation, a Maryland Trust or a Delaware Trust is set forth in Appendix A.

 

Shareholders of record of a Fund as of the close of business on May 27, 2022 (the “Record Date”) are entitled to notice of and to vote at that Fund’s annual meeting of shareholders and at any and all adjournments, postponements or delays thereof. Shareholders of the Funds are entitled to one vote for each share held, with no shares having cumulative voting rights. Holders of Preferred Shares (as defined below) will have equal voting rights with the holders of shares of common stock or common shares of beneficial interest (collectively, the “Common Shares”) of the Preferred Funds (as defined below). Holders of Preferred Shares will vote together with the holders of Common Shares as a single class on each nominee to the Board of each Preferred Fund in which they own Preferred Shares, except that holders of Preferred Shares are entitled to vote separately as a class to elect two Board Members for each Preferred Fund in which they own Preferred Shares. With respect to the Preferred Funds (as defined below), the Board Members representing holders of Preferred Shares are Class I and Class II Board Members and only Class III Board Members are standing for election this year. The quorum and voting requirements for each Fund are described in the section herein entitled “Vote Required and Manner of Voting Proxies.”

 

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As used herein, the “Preferred Shares” consist of the variable rate muni term preferred shares (collectively, the “VMTP Shares”) of each of the Funds identified in Appendix A as having VMTP Shares outstanding (collectively, the “VMTP Funds”), the remarketable variable rate muni term preferred shares (collectively, the “RVMTP Shares”) of the Fund identified in Appendix A as having RVMTP Shares outstanding (the “RVMTP Fund”), and the variable rate demand preferred shares (collectively, the “VRDP Shares”) of each of the Funds identified in Appendix A as having VRDP Shares outstanding (collectively, the “VRDP Funds”). The “Preferred Funds” are collectively defined as the VMTP Funds, the RVMTP Fund and the VRDP Funds.

 

The number of shares outstanding of each Fund as of the close of business on the Record Date and the managed assets of each Fund on the Record Date are shown in Appendix A. Except as set forth in Appendix H, to the knowledge of each Fund, as of April 30, 2022, no person was the beneficial owner of more than five percent of a class of a Fund’s outstanding shares.

 

The Fund(s) in which you owned shares on the Record Date is named on the proxy card(s) or Notice of Internet Availability of Proxy Materials. If you owned shares of more than one Fund on the Record Date, you may receive more than one proxy card or voting instruction form. Even if you plan to attend the meeting, please sign, date and return EACH proxy card you receive or, if you provide voting instructions by telephone or via the Internet, please vote on the proposal affecting EACH Fund you own. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access to the voting website and confirm that your voting instructions are properly recorded.

 

All properly executed proxies received prior to the meeting will be voted at the meeting and at any and all adjournments, postponements or delays thereof. On any matter coming before the meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy card is properly executed and returned and no choice is specified with respect to the proposal, the shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to the proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the New York address provided herein), by delivering a duly executed proxy bearing a later date, or by attending the virtual meeting and voting at the meeting, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank, broker or other intermediary, please consult your bank, broker or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

 

Another BlackRock Closed-End Fund not listed in Appendix A will also hold its annual meeting of shareholders on the date stated above, but at a different time. If you were also a shareholder of record on the Record Date of such other fund, you will receive a separate proxy statement and proxy card relating to such fund. Please be certain to vote by telephone or via the Internet with respect to each fund in which you are a shareholder of record or sign, date and return each proxy card you receive from us.

 

If your shares in a Fund are registered in your name, you may attend and participate in the meeting at meetnow.global/MJU4PLZ by entering the control number found in the shaded box on your proxy card on the date and time of the meeting. You may vote during the meeting by following the instructions that will be available on the meeting website during the meeting. If you are a beneficial shareholder of a Fund (that is if you hold your shares of a Fund through a bank, broker, financial intermediary or other nominee) you will not be able to vote at the virtual

 

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meeting unless you have registered in advance to attend the meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Georgeson LLC (“Georgeson”), the Funds’ tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the meeting date. You will receive a confirmation email from Georgeson (through Computershare) of your registration and a control number and security code that will allow you to vote at the meeting. Even if you plan to participate in the virtual meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card and voting instruction form you receive, and returning it in the accompanying postage-paid return envelope.

 

Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the applicable Fund at 100 Bellevue Parkway, Wilmington, DE 19809, or by calling toll free at 1-800-882-0052. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the U.S. Securities and Exchange Commission’s website at www.sec.gov.

 

BlackRock, Inc. (“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 http://www.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 Proxy Statement.

 

Please note that only one annual or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials, or for instructions on how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the Delaware address and phone number provided above.

 

Please vote now. Your vote is important.

 

To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to indicate your voting instructions on the enclosed proxy card(s), and if received by mail, date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. If you submit a properly executed proxy card but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees. If your shares of a Fund are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the meeting.

 

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YOUR VOTE IS IMPORTANT.

 

PLEASE VOTE PROMPTLY BY SIGNING AND RETURNING THE

ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM OR BY RECORDING YOUR

VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, NO MATTER HOW

MANY SHARES YOU OWN.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 2022.

 

THE PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT:

 

https://www.proxy-direct.com/blk-32760

 

4


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SUMMARY OF PROPOSAL AND FUNDS VOTING

 

The following table shows the Funds for which the Board Nominees are standing for election.

 

Fund Name

   Ticker    Class I    Class II    Class III(1)    Preferred
Shares
Nominees
Standing for
Election(2)

BlackRock California Municipal Income Trust

   BFZ          X   

BlackRock Capital Allocation Trust

   BCAT          X   

BlackRock Core Bond Trust

   BHK          X   

BlackRock Corporate High Yield Fund, Inc.

   HYT          X   

BlackRock Credit Allocation Income Trust

   BTZ          X   

BlackRock Debt Strategies Fund, Inc.

   DSU          X   

BlackRock Energy and Resources Trust

   BGR          X   

BlackRock Enhanced Capital and Income Fund, Inc.

   CII          X   

BlackRock Enhanced Equity Dividend Trust

   BDJ          X   

BlackRock Enhanced Global Dividend Trust

   BOE          X   

BlackRock Enhanced Government Fund, Inc.

   EGF          X   

BlackRock Enhanced International Dividend Trust

   BGY          X   

BlackRock ESG Capital Allocation Trust

   ECAT          X   

BlackRock Floating Rate Income Strategies Fund, Inc.

   FRA          X   

BlackRock Floating Rate Income Trust

   BGT          X   

BlackRock Health Sciences Trust

   BME          X   

BlackRock Health Sciences Trust II

   BMEZ          X   

BlackRock Income Trust, Inc.

   BKT          X   

BlackRock Innovation and Growth Trust

   BIGZ          X   

BlackRock Investment Quality Municipal Trust, Inc.

   BKN          X   

BlackRock Limited Duration Income Trust

   BLW          X   

BlackRock Long-Term Municipal Advantage Trust

   BTA          X   

BlackRock Multi-Sector Income Trust

   BIT          X   

BlackRock MuniAssets Fund, Inc.

   MUA          X   

BlackRock Municipal 2030 Target Term Trust

   BTT          X   

BlackRock Municipal Income Fund, Inc.

   MUI          X   

BlackRock Municipal Income Quality Trust

   BYM          X   

BlackRock Municipal Income Trust

   BFK          X   

BlackRock Municipal Income Trust II

   BLE          X   

BlackRock MuniHoldings California Quality Fund, Inc.

   MUC          X   

BlackRock MuniHoldings Fund, Inc.

   MHD          X   

BlackRock MuniHoldings New Jersey Quality Fund, Inc.

   MUJ          X   

BlackRock MuniHoldings New York Quality Fund, Inc.

   MHN          X   

BlackRock MuniHoldings Quality Fund II, Inc.

   MUE          X   

BlackRock MuniVest Fund II, Inc.

   MVT          X   

BlackRock MuniVest Fund, Inc.

   MVF          X   

BlackRock MuniYield Fund, Inc.

   MYD          X   

BlackRock MuniYield Michigan Quality Fund, Inc.

   MIY          X   

BlackRock MuniYield New York Quality Fund, Inc.

   MYN          X   

BlackRock MuniYield Quality Fund II, Inc.

   MQT          X   

BlackRock MuniYield Quality Fund III, Inc.

   MYI          X   

BlackRock MuniYield Quality Fund, Inc.

   MQY          X   

BlackRock New York Municipal Income Trust

   BNY          X   

BlackRock Resources & Commodities Strategy Trust

   BCX          X   

 

5


Table of Contents

Fund Name

   Ticker    Class I    Class II    Class III(1)    Preferred
Shares
Nominees
Standing for
Election(2)

BlackRock Science and Technology Trust

   BST          X   

BlackRock Science and Technology Trust II

   BSTZ          X   

BlackRock Taxable Municipal Bond Trust

   BBN          X   

BlackRock Utilities, Infrastructure & Power Opportunities Trust

   BUI          X   

BlackRock Virginia Municipal Bond Trust

   BHV          X   

 

(1)    The Class III Board Nominees for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT are Frank J. Fabozzi, Robert Fairbairn and J. Phillip Holloman. For each other Fund, the Class III Board Nominees are Cynthia L. Egan, Robert Fairbairn and Stayce D. Harris. For the Preferred Funds, each of the Class III Board Nominees are voted upon by the holders of Common Shares and Preferred Shares of each respective Preferred Fund voting together as a single class. For Funds other than the Preferred Funds, each of the Class III Board Nominees is voted upon by the holders of Common Shares of each respective Fund voting as a single class. Please see the description herein under “PROPOSAL 1 — ELECTION OF BOARD NOMINEES.”
(2)    With respect to the Preferred Funds, Frank J. Fabozzi and W. Carl Kester are currently the Board Members elected solely by the owners of Preferred Shares. W. Carl Kester’s term as a Class I Board Member of the Preferred Funds and Frank J. Fabozzi’s term as a Class II Board Member of the Preferred Funds are scheduled to expire in 2023 and 2024, respectively; therefore, they are not standing for election this year as Preferred Shares Nominees. Please see the description herein under “PROPOSAL 1 — ELECTION OF BOARD NOMINEES.”.

 

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PROPOSAL 1—ELECTION OF BOARD NOMINEES

 

The purpose of Proposal 1 is to elect Board Members for each Fund.

 

Nominees for each Fund. The Board of each Fund consists of ten Board Members, eight of whom are not “interested persons” of the Funds (as defined in the 1940 Act) (the “Independent Board Members”). The Funds divide their Board Members into three classes: Class I, Class II and Class III, and generally only one class of Board Members stands for election each year.

 

Under this classified board structure, generally only those Board Members in a single class may be replaced in any one year. The Board believes that it is in the best interest of the Funds, as closed-end, exchange traded investment companies subject to extensive regulation by the Securities and Exchange Commission (“SEC”), to have a classified board structure. The Board believes that a classified board structure provides a Fund and its shareholders with important benefits. The Board believes that a classified board structure promotes continuity of experiences and an orderly succession of Board Members by ensuring that at any given time there are experienced board members serving on the Board who are familiar with such Fund, its business, operations and investment and compliance policies, and its relationships with its services providers. Specifically, the Board believes that a classified board structure: (a) creates a more experienced Board that is better able to identify and accomplish long-term objectives in supervising the management of the Funds; (b) enhances the independence of the Independent Board Members from management and from special interest groups by providing them with a three-year term of office, so they are better positioned to make decisions that are in the best long-term interest of the Funds and their shareholders; (c) strengthens the Funds’ ability to attract and retain qualified individuals who are willing to make multi-year commitments to the Funds and to develop a deep understanding of the Funds; (d) allows new Board Members an opportunity to gain knowledge from experienced Board Members; (e) helps prevent complete changes in control and corresponding changes in fund philosophy or strategies in any one year; and (f) protects against abrupt changes in a Fund based on the short-term objectives of shareholders who may seek to implement an agenda that is contrary to the long-term interest of Fund shareholders.

 

The Board further believes that the considerations with respect to classified boards in the closed-end, exchange traded investment company context are different than those for traditional operating companies, and in this regard notes that the classified board structure is expressly acknowledged by the 1940 Act, the principal regulatory regime governing the Funds and their operations. The role of a board of a closed-end, exchange traded investment company is different in material respects to the role of a board of directors of a traditional operating company. For example, an investment company’s board has the primary responsibility for oversight of the fund’s service providers and management of conflicts of interest involving the fund, including oversight of the fund’s investment advisory arrangements. A traditional operating company does not have investment advisers and is not subject to the same types of conflicts of interests that an investment company’s board must oversee. Additionally, an investment company registered pursuant to the 1940 Act is subject to extensive regulation with respect to governance and operations that requires independence of its board members and makes them accountable to shareholders. The Board believes that a classified board structure is consistent with good corporate governance, which depends principally on active and independent board members who have extensive business experience and are knowledgeable about critical aspects of the Funds.

 

The Class III Board Members are standing for election this year. The Class III Board Nominees for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT are Frank J. Fabozzi, Robert Fairbairn and J. Phillip Holloman. For each other Fund, the Class III Board Nominees are Cynthia L. Egan, Robert Fairbairn and Stayce D. Harris. Each Class III Board Member elected at the

 

7


Table of Contents

meeting will serve until the later of the date of the Fund’s 2025 annual meeting or until his or her successor is elected and qualifies, or until his or her earlier death, resignation, retirement or removal.

 

With respect to the Preferred Funds, the owners of Preferred Shares are entitled to vote as a separate class to elect two of the Board Members (the “Preferred Shares Nominees”) for the Preferred Fund in which they own Preferred Shares. This means that owners of Common Shares are not entitled to vote in connection with the election of the Preferred Shares Nominees. However, the owners of Common Shares and the owners of Preferred Shares, voting together as a single class, are entitled to elect the remainder of the Board Nominees. Frank J. Fabozzi and W. Carl Kester are currently the Board Members elected solely by the owners of Preferred Shares. Neither Frank J. Fabozzi nor W. Carl Kester is standing for election this year as a Preferred Shares Nominee. W. Carl Kester’s term as a Class I Board Member of the Preferred Funds is scheduled to expire in 2023, and Frank J. Fabozzi’s term as a Class II Board Member of the Preferred Funds is scheduled to expire in 2024.

 

With respect to HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT, the Board recommends a vote “FOR” the election of Frank J. Fabozzi, Robert Fairbairn and J. Phillip Holloman. With respect to all of the other Funds, the Board recommends a vote “FOR” the election of Cynthia L. Egan, Robert Fairbairn and Stayce D. Harris. The aforementioned nominees to the Board of each Fund are collectively referred to herein as the “Board Nominees.” To vote for the Board Nominees, please vote by telephone or via the Internet, as described in the proxy card, or date and sign the enclosed proxy card and return it promptly in the enclosed postage-paid envelope. Each of the Board Nominees has consented to being named in this Proxy Statement and to serve as a Board Member if elected.

 

Board Members’/Nominees’ Biographical Information. Please refer to the below table which identifies the Board Nominees and any Preferred Shares Nominees for election to the Board of each Fund and sets forth certain biographical information about the Board Members, including the Board Nominees, for all of the Funds. Please note that only the Class III Board Members are standing for election this year. Each Board Nominee was reviewed by the Governance and Nominating Committee (the “Governance Committee”) of the Board of each respective Fund and nominated by the full Board. R. Glenn Hubbard was selected to serve as the Chair of each Board, and W. Carl Kester was selected to serve as the Vice Chair of each Board. All of the closed-end investment companies registered under the 1940 Act advised by BlackRock Advisors, LLC (the “Advisor”), including the Funds, are referred to collectively as the “BlackRock Closed-End Funds.” The BlackRock Closed-End Funds are part of a complex of investment companies advised by the Advisor or its affiliates that also includes open-end non-index fixed-income funds (the “BlackRock Fixed-Income Complex”).

 

8


Table of Contents

Name, Address(1)
and Year of Birth

  

  Position(s)
  Held with
  Funds

  

Term of
Office and
Length of
Time
Served*

  

Principal Occupation(s)
During Past Five Years

   Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen**
    

Public
Company and
Other Investment
Company
Directorships
Held
During Past
Five Years***

Independent Board Members/Nominees 

           

R. Glenn Hubbard

 

1958

   Chair of the Boards and Director/ Trustee    2024 for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT; 2023 for all other Funds;
from 2007 to present
   Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988.     


69 RICs
consisting
of 99
Portfolios
 
 
 
 
   ADP (data and information services) from 2004 to 2020; Metropolitan Life Insurance Company (insurance)

W. Carl Kester

 

1951

   Vice Chair of the Boards and Director/ Trustee    2024 for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT; 2023 for all other Funds;
from 2007 to present
   George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981.     


71 RICs
consisting
of 101
Portfolios
 
 
 
 
   None

Cynthia L. Egan (4)

 

1955

   Director/ Trustee    2023 for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT; 2022 for all other Funds;
from 2016 to present
   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.     


69 RICs
consisting
of 99
Portfolios
 
 
 
 
   Unum (insurance); The Hanover Insurance Group (Board Chair) (insurance); Huntsman Corporation (Lead Independent Director and non-Executive Vice Chair of the Board) (chemical products)

 

9


Table of Contents

Name, Address(1)
and Year of Birth

  

Position(s)
Held with
Funds

  

Term of
Office and
Length of
Time
Served*

  

Principal Occupation(s)
During Past Five Years

   Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen**
  

Public
Company and
Other Investment
Company
Directorships
Held
During Past
Five Years***

Frank J. Fabozzi (3)

 

1948

   Director/ Trustee    2022 for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT; 2024 for all other Funds; from 2007 to present    Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) since 2011; Professor of Practice, Johns Hopkins University since 2021; Visiting Professor, Princeton University for the 2013 to 2014 academic year and Spring 2017 semester; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale’s Executive Programs; Board Member, BlackRock Equity-Liquidity Funds from 2014 to 2016; affiliated professor Karlsruhe Institute of Technology from 2008 to 2011; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year; Adjunct Professor of Finance, Carnegie Mellon University for the Fall 2020 semester.    71 RICs
consisting
of 101
Portfolios
   None

Lorenzo A. Flores

 

1964

   Director/ Trustee    2023 for all Funds; from 2021 to present    Vice Chairman, Kioxia, Inc. since 2019; Chief Financial Officer, Xilinx, Inc. from 2016 to 2019; Corporate Controller, Xilinx, Inc. from 2008 to 2016.    69 RICs
consisting
of 99
Portfolios
   None

 

10


Table of Contents

Name, Address(1)
and Year of Birth

  

Position(s)
Held with
Funds

  

Term of
Office and
Length of
Time
Served*

  

Principal Occupation(s)
During Past Five Years

   Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen**
  

Public
Company and
Other Investment
Company
Directorships
Held
During Past
Five Years***

Stayce D. Harris (4)

 

1959

   Director/ Trustee    2023 for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT; 2022 for all other Funds;
from 2021 to present
   Lieutenant General, Inspector General, Office of the Secretary 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.    69 RICs
consisting
of 99
Portfolios
   The Boeing Company

J. Phillip Holloman (3)

 

1955

   Director/ Trustee    2022 for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT; 2024 for all other Funds; from 2021 to present    President and Chief Operating Officer, Cintas Corporation from 2008 to 2018.    69 RICs
consisting
of 99
Portfolios
   PulteGroup, Inc. (home construction); Rockwell Automation Inc. (industrial automation)

Catherine A. Lynch

 

1961

   Director/ Trustee    2023 for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT; 2024 for all other Funds;
from 2016 to present
   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.    71 RICs
consisting
of 101
Portfolios
   PennyMac Mortgage Investment Trust

 

11


Table of Contents

Name, Address(1)
and Year of Birth

  

  Position(s)
  Held with
  Funds

  

Term of
Office and
Length of
Time
Served*

  

Principal Occupation(s)
During Past Five Years

   Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen**
    

Public
Company and
Other Investment
Company
Directorships
Held
During Past
Five Years***

Interested Board Members/Nominees 

 

           

Robert Fairbairn (2)

 

1965

   Director/ Trustee    2022 for all Funds; from 2018 to present    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 262
Portfolios
 
 
 
 
   None

John M. Perlowski

 

1964

   Director/ Trustee, President and Chief Executive Officer    2024 for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT; 2023 for all other Funds; Director/ Trustee from 2014 to present; President and Chief Executive Officer from 2011 to present    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 264
Portfolios
 
 
 
 
   None

 

*   Date shown is the earliest date a person has served for the Funds covered by this Proxy Statement. 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. As a result, although the chart shows certain Independent Board Members as joining the Funds’ Boards in 2007, those Board Members 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.

 

12


Table of Contents
**   For purposes of this chart, “RICs” refers to investment companies registered under the 1940 Act and “Portfolios” refers to the investment programs of the BlackRock-advised funds. The BlackRock Fixed-Income Complex is comprised of 71 RICs consisting of 101 Portfolios. Messrs. Fairbairn and Perlowski are also board members of a complex of BlackRock registered open-end equity, multi-asset, index and money market funds (the “BlackRock Multi-Asset Complex”).
***   Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.”
  Each Independent Board Member will serve until his or her successor is elected and qualifies, or until his or her earlier death, resignation, retirement or removal, or until December 31 of the year in which he or she turns 75. The maximum age limitation may be waived as to any Board Member by action of a majority of the Board upon a finding of good cause therefor.
††   Messrs. Fairbairn and Perlowski are both “interested persons,” as defined in the 1940 Act, of the Funds based on their positions with BlackRock, Inc. and its affiliates. Messrs. Fairbairn and Perlowski are also board members of the BlackRock Multi-Asset Complex. Interested Board Members serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. The maximum age limitation may be waived as to any Board Member by action of a majority of the Board Members upon a finding of good cause therefor.
(1)   The address of each Board Member and Board Nominee is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055.
(2)    Class III Board Member and Board Nominee for all Funds.
(3)    Class III Board Member and Board Nominee for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT.
(4)    Class III Board Member and Board Nominee for all Funds other than HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT.

 

The Independent Board Members have adopted a statement of policy that describes the experiences, qualifications, skills and attributes that are necessary and desirable for potential Independent Board Member candidates (the “Statement of Policy”). The Boards believe that each Independent Board Member satisfied, at the time he or she was initially elected or appointed as a Board Member, and continues to satisfy, the standards contemplated by the Statement of Policy as well as the standards set forth in each Fund’s By-laws. Furthermore, in determining that a particular Board Member was and continues to be qualified to serve as a Board Member, the Boards have considered a variety of criteria, none of which, in isolation, was controlling. The Boards believe that, collectively, the Board Members/Nominees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Boards to operate effectively in governing the Funds and protecting the interests of shareholders. Among the attributes common to all Board Members/Nominees is their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Funds’ investment adviser, sub-advisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Board Members. Each Board Member’s/Nominee’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a board member of the Funds or the other funds in the BlackRock fund complexes (and any predecessor funds), other investment funds, public companies, or not-for-profit entities or other organizations; ongoing commitment and participation in Board and committee meetings, as well as their leadership of standing and other committees throughout the years; or other relevant life experiences.

 

13


Table of Contents

The table below discusses some of the experiences, qualifications and skills of the Board Members, including the Board Nominees, that support the conclusion that they should serve (or continue to serve) on the Boards.

 

Board
Members/Nominees

  

Experience, Qualifications and Skills

R. Glenn Hubbard

   R. Glenn Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard has served as the Dean of Columbia Business School, as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr. Hubbard’s experience as an adviser to the President of the United States adds a dimension of balance to the Funds’ governance and provides perspective on economic issues. Dr. Hubbard’s service on the boards of ADP and Metropolitan Life Insurance Company provides the Boards with the benefit of his experience with the management practices of other financial companies. Dr. Hubbard’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Hubbard’s independence from the Funds and the Advisor enhances his service as Chair of the Boards, Chair of the Executive Committee and a member of the Governance Committee, the Compliance Committee and the Performance Oversight Committee.

W. Carl Kester

   The Boards benefit from W. Carl Kester’s experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School from 2006 through 2010 adds to the Board a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, including co-editing a leading volume of finance case studies used worldwide. Dr. Kester’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Kester’s independence from the Funds and the Advisor enhances his service as a Vice Chair of the Boards, Chair of the Governance Committee and a member of the Executive Committee, the Compliance Committee and the Performance Oversight Committee.

 

14


Table of Contents

Board
Members/Nominees

  

Experience, Qualifications and Skills

Cynthia L. Egan **

   Cynthia L. Egan brings to the Boards a broad and diverse knowledge of investment companies and the retirement industry as a result of her many years of experience as President, Retirement Plan Services, for T. Rowe Price Group, Inc. and her various senior operating officer positions at Fidelity Investments, including her service as Executive Vice President of FMR Co., President of Fidelity Institutional Services Company and President of the Fidelity Charitable Gift Fund. Ms. Egan has also served as an advisor to the U.S. Department of Treasury as an expert in domestic retirement security. Ms. Egan began her professional career at the Board of Governors of the Federal Reserve and the Federal Reserve Bank of New York. Ms. Egan is also a director of UNUM Corporation, a publicly traded insurance company providing personal risk reinsurance, and of The Hanover Group, a public property casualty insurance company. Ms. Egan’s independence from the Funds and the Advisor enhances her service as Chair of the Compliance Committee, and a member of the Governance Committee and the Performance Oversight Committee.

Frank J. Fabozzi ***

   Frank J. Fabozzi has served for over 25 years on the boards of registered investment companies. Dr. Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award and the 2015 recipient of the James R. Vertin Award, both given by the CFA Institute. The Boards benefit from Dr. Fabozzi’s experiences as a professor and author in the field of finance. Dr. Fabozzi’s experience as a professor at various institutions, including EDHEC Business School, Yale, MIT, and Princeton, as well as Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrates his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry. Dr. Fabozzi’s long-standing service on the boards of directors/trustees of the closed-end funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Funds, their operations and the business and regulatory issues facing the Funds. Moreover, Dr. Fabozzi’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Dr. Fabozzi’s independence from the Funds and the Advisor enhances his service as Chair of the Performance Oversight Committee.

 

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Board
Members/Nominees

  

Experience, Qualifications and Skills

Lorenzo A. Flores

   The Boards benefit from Lorenzo A. Flores’s many years of business, leadership and financial experience in his roles at various public and private companies. In particular, Mr. Flores’s service as Chief Financial Officer and Corporate Controller of Xilinx, Inc. and Vice Chairman of Kioxia, Inc. and his long experience in the technology industry allow him to provide insight to into financial, business and technology trends. Mr. Flores’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Mr. Flores’s independence from the Funds and the Advisor enhances his service as a member of the Performance Oversight Committee.

Stayce D. Harris **

   The Boards benefit from Stayce D. Harris’s leadership and governance experience gained during her extensive military career, including as a three-star Lieutenant General of the United States Air Force. In her most recent role, Ms. Harris reported to the Secretary and Chief of Staff of the Air Force on matters concerning Air Force effectiveness, efficiency and the military discipline of active duty, Air Force Reserve and Air National Guard forces. Ms. Harris’s experience on governance matters includes oversight of inspection policy and the inspection and evaluation system for all Air Force nuclear and conventional forces; oversight of Air Force counterintelligence operations and service on the Air Force Intelligence Oversight Panel; investigation of fraud, waste and abuse; and oversight of criminal investigations and complaints resolution programs. Ms. Harris’s independence from the Funds and the Advisor enhances her service as a member of the Compliance Committee and the Performance Oversight Committee.

J. Phillip Holloman ***

   The Boards benefit from J. Phillip Holloman’s many years of business and leadership experience as an executive, director and advisory board member of various public and private companies. In particular, Mr. Holloman’s service as President and Chief Operating Officer of Cintas Corporation and director of PulteGroup, Inc. and Rockwell Automation Inc. allows him to provide insight into business trends and conditions. Mr. Holloman’s knowledge of financial and accounting matters qualifies him to serve as a member of the Audit Committee. Mr. Holloman’s independence from the Funds and the Advisor enhances his service as a member of the Governance Committee and the Performance Oversight Committee.

Catherine A. Lynch

   Catherine A. Lynch, who served as the Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust, benefits the Boards by providing business leadership and experience and a diverse knowledge of pensions and endowments. Ms. Lynch also holds the designation of Chartered Financial Analyst. Ms. Lynch’s knowledge of financial and accounting matters qualifies her to serve as Chair of the Audit Committee. Ms. Lynch’s independence from the Funds and the Advisor enhances her service as a member of the Governance Committee and the Performance Oversight Committee.

 

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Board
Members/Nominees

  

Experience, Qualifications and Skills

Robert Fairbairn *

   Robert Fairbairn has more than 25 years of experience with BlackRock, Inc. and over 30 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Vice Chairman of BlackRock, Inc., Member of BlackRock’s Global Executive and Global Operating Committees and Co-Chair of BlackRock’s Human Capital Committee provide the Boards with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock’s Retail and iShares® businesses, Head of BlackRock’s Global Client Group, Chairman of BlackRock’s international businesses and his previous oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group. Mr. Fairbairn also serves as a board member for the funds in the BlackRock Multi-Asset Complex.

John M. Perlowski

   John M. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Accounting and Product Services since 2009, and as President and Chief Executive Officer of the Funds provides him with a strong understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Boards with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski also serves as a board member for the funds in the BlackRock Multi-Asset Complex. Mr. Perlowski’s experience with BlackRock enhances his service as a member of the Executive Committee.

 

*   Class III Board Member and Board Nominee for all Funds.
**   Class III Board Member and Board Nominee for all Funds other than HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT.
***   Class III Board Member and Board Nominee for HYT, DSU, CII, EGF, FRA, BSTZ, BMEZ, BCAT, BIGZ and ECAT.

 

Board Leadership Structure and Oversight

 

The Boards consist of ten Board Members, eight of whom are Independent Board Members. The registered investment companies advised by the Advisor are composed of the BlackRock Fixed-Income Complex, the BlackRock Multi-Asset Complex and one complex of exchange-traded funds. The Funds are included in the BlackRock Fixed-Income Complex. The Board Members also oversee the operations of the other open-end and closed-end registered investment companies included in the BlackRock Fixed-Income Complex as directors or trustees.

 

The Boards have overall responsibility for the oversight of the Funds. The Chair of the Boards and the Chief Executive Officer are different people. Not only is the Chair an Independent Board Member, but also the Chair of each Board committee (each, a “Committee”) is an Independent Board Member. The Boards have five standing Committees: an Audit Committee, a Governance Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee. The Boards have also established an ad hoc Discount Sub-Committee.

 

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The Boards currently oversee the Funds’ usage of leverage, including the Funds’ incurrence, refinancing and maintenance of leverage and, to the extent necessary or appropriate, authorize or approve the execution of documentation in respect thereto. The Executive Committee of each Fund has authority to make any such authorizations or approvals that are required between regular meetings of the Boards.

 

The Funds do not have a compensation committee because their executive officers, other than the Funds’ Chief Compliance Officer (“CCO”), do not receive any direct compensation from the Funds and the CCO’s compensation is comprehensively reviewed by the Boards. The role of the Chair of the Boards is to preside over all meetings of the Boards and to act as a liaison with service providers, officers, attorneys, and other Board Members between meetings. The Chair of each Committee performs a similar role with respect to such Committee. The Chair of the Boards or Chair of a Committee may also perform such other functions as may be delegated by the Boards or the Committees from time to time. The Independent Board Members meet regularly outside the presence of the Funds’ management, in executive sessions or with other service providers to the Funds. The Boards have regular meetings five times a year, including a meeting to consider the approval of the Funds’ investment management agreements and, if necessary, may hold special meetings before their next regular meeting. Each Committee meets regularly to conduct the oversight functions delegated to that Committee by the Boards and reports its findings to the Boards. The Boards and each standing Committee conduct annual assessments of their oversight function and structure. The Boards have determined that the Boards’ leadership structure is appropriate because it allows the Boards to exercise independent judgment over management and to allocate areas of responsibility among Committees and the Boards to enhance oversight.

 

The Boards decided to separate the roles of Chief Executive Officer from the Chair because they believe that having an independent Chair:

 

    increases the independent oversight of the Funds and enhances the Boards’ objective evaluation of the Chief Executive Officer;

 

    allows the Chief Executive Officer to focus on the Funds’ operations instead of Board administration;

 

    provides greater opportunities for direct and independent communication between shareholders and the Boards; and

 

    provides independent spokespersons for the Funds.

 

The Boards have engaged the Advisor to manage the Funds on a day-to-day basis. Each Board is responsible for overseeing the Advisor, other service providers, the operations of each Fund and associated risks in accordance with the provisions of the 1940 Act, state law, other applicable laws, each Fund’s charter, and each Fund’s investment objective(s) and strategies. The Boards review, on an ongoing basis, the Funds’ performance, operations, and investment strategies and techniques. The Boards also conduct reviews of the Advisor and its role in running the operations of the Funds.

 

Day-to-day risk management with respect to the Funds is the responsibility of the Advisor or other service providers (depending on the nature of the risk), subject to the supervision of the Advisor. The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by the Advisor or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight is part of the Boards’ general oversight of the Funds and is addressed as part of various Board and Committee activities. The Boards, directly or through Committees, also review reports from, among others, management, the independent

 

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registered public accounting firm for the Funds, the Advisor, and internal auditors for the Advisor or its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service providers’ risk functions. The Committee system facilitates the timely and efficient consideration of matters by the Board Members and facilitates effective oversight of compliance with legal and regulatory requirements and of the Funds’ activities and associated risks. The Boards have approved the appointment of a Chief Compliance Officer, who oversees the implementation and testing of the Funds’ compliance program and reports regularly to the Boards regarding compliance matters for the Funds and their service providers. The Independent Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities.

 

Compensation. Information relating to compensation paid to the Board Members for each Fund’s most recent fiscal year is set forth in Appendix B.

 

Equity Securities Owned by Board Members and Board Nominees. Information relating to the amount of equity securities owned by Board Members/Nominees in the Funds that they oversee as of April 30, 2022 is set forth in Appendix C.

 

Attendance of Board Members at Annual Shareholders’ Meetings. It is the policy of all the Funds to encourage Board Members to attend the annual shareholders’ meeting. All of the Board Members of each Fund in office at the time attended last year’s annual shareholders’ meeting, with the exception of one Board Member who did not attend.

 

Board Meetings. During the calendar year 2021, the Board of each Fund met twelve times. Information relating to the number of times that the Boards met during each Fund’s most recent full fiscal year is set forth in Appendix D. No incumbent Board Member attended less than 75% of the aggregate number of meetings of each Board and of each Committee on which the Board Member served during each Fund’s most recently completed full fiscal year.

 

Committees of the Boards. Information relating to the various standing Committees of the Boards, as well as an ad hoc Sub-Committee, is set forth in Appendix E.

 

Delinquent Section 16(a) Reports. Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder require the Funds’ Board Members, executive officers, persons who own, either directly or indirectly, more than ten percent of a registered class of a Fund’s equity securities, the Advisor and certain officers of the Advisor (the “Section 16 insiders”), including in some cases former Section 16 insiders for a period of up to 6 months, to file reports on holdings of, and transactions in, Fund shares with the SEC. Based solely on a review of copies of such reports furnished to the relevant Funds during the relevant Funds’ most recent fiscal year and representations from these Section 16 insiders, or former Section 16 insiders, as applicable, with respect to the relevant Funds’ most recent fiscal year, each Fund believes that its Section 16 insiders met all such applicable SEC filing requirements for the Fund’s most recently concluded fiscal year, except for any late filings disclosed in previous proxy statements and certain inadvertent late filings. For ECAT, there was one inadvertent late Form 4 filed in November 2021 by Richard Rieder, a portfolio manager for the Fund, relating to a purchase of shares of ECAT by Mr. Rieder. For BLE, there was one inadvertent late Form 3 filed in February 2022 by Michael Perilli, a portfolio manager for the Fund, relating to Mr. Perilli’s initial filing under Section 16(a) of the Exchange Act. For BIGZ, there was one inadvertent late Form 4 filed in February 2022 by Jonathan Diorio, an executive officer of the Fund, relating to six purchase transactions in shares of BIGZ by Mr. Diorio. For BST, there was one inadvertent late Form 4 filed in July 2021 by each of W. Carl Kester and Michael J. Castellano, a Board Member and former Board Member of the Fund, respectively, relating to the exercise of rights by each of Messrs. Kester and Castellano. For BCAT,

 

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there was one inadvertent late Form 4 filed in November 2021 by Robert Fairbairn, a Board Member of the Fund, relating to two purchase transactions in shares of BCAT by Mr. Fairbairn. For BSTZ, there was one inadvertent late Form 4 filed in February 2022 by Robert Fairbairn, a Board Member of the Fund, relating to a purchase of shares of BSTZ by Mr. Fairbairn.

 

Executive Officers of the Funds. Information about the executive officers of each Fund, including their year of birth and their principal occupations during the past five years, is set forth in Appendix F.

 

Your Board recommends that you vote “FOR” the election of each Board Nominee to the Board of your Fund(s).

 

VOTE REQUIRED AND MANNER OF VOTING PROXIES

 

A quorum of shareholders is required to take action at the meeting. For BlackRock Investment Quality Municipal Trust, Inc. (BKN), BlackRock Income Trust, Inc. (BKT), BlackRock Enhanced Capital and Income Fund, Inc. (CII), BlackRock Debt Strategies Fund, Inc. (DSU), BlackRock Enhanced Government Fund, Inc. (EGF), BlackRock Floating Rate Income Strategies Fund, Inc. (FRA), BlackRock Corporate High Yield Fund, Inc. (HYT), BlackRock MuniAssets Fund, Inc. (MUA), BlackRock Municipal Income Fund, Inc. (MUI), BlackRock MuniHoldings California Quality Fund, Inc. (MUC), BlackRock MuniHoldings Fund, Inc. (MHD), BlackRock MuniHoldings New Jersey Quality Fund, Inc. (MUJ), BlackRock MuniHoldings New York Quality Fund, Inc. (MHN), BlackRock MuniHoldings Quality Fund II, Inc. (MUE), BlackRock MuniVest Fund II, Inc. (MVT), BlackRock MuniVest Fund, Inc. (MVF), BlackRock MuniYield Fund, Inc. (MYD), BlackRock MuniYield Michigan Quality Fund, Inc. (MIY), BlackRock MuniYield New York Quality Fund, Inc. (MYN), BlackRock MuniYield Quality Fund II, Inc. (MQT), BlackRock MuniYield Quality Fund III, Inc. (MYI) and BlackRock MuniYield Quality Fund, Inc. (MQY), the holders of one-third of the shares entitled to vote on any matter at a shareholder meeting, either present in person or by proxy, shall constitute a quorum for purposes of conducting business on such matter. For the remainder of the Funds, the holders of a majority of the shares entitled to vote on any matter at a shareholder meeting present in person or by proxy shall constitute a quorum for purposes of conducting business on such matter. The affirmative vote of a plurality of the votes cast with respect to a Board Nominee at a meeting at which a quorum is present is necessary to elect each of the respective Board Nominees under Proposal 1 for each respective Fund. Because each Fund requires the affirmative vote of a plurality of votes to elect each of the Board Nominees, withheld votes and broker non-votes, if any, will not have an effect on the outcome of Proposal 1. A “plurality” vote means that the Board Nominees who receive the largest number of votes cast (even if they receive less than a majority) will be elected as Board Members. Since the Board Nominees are running unopposed, each Board Nominee only needs one vote to be elected if there is a quorum present at the meeting.

 

Votes cast by proxy or in person at each meeting will be tabulated by the inspectors of election appointed for that meeting. The inspectors of election will determine whether or not a quorum is present at the meeting. The inspectors of election will treat withheld votes and “broker non-votes,” if any, as present for purposes of determining a quorum. Broker non-votes occur when shares are held by brokers or nominees, typically in “street name,” for which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote, (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter and (c) the shares are present at the meeting. Preferred Shares of any Fund held in “street name” may be counted for purposes of establishing a quorum of

 

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shareholders of that Fund if no instructions are received one business day before the applicable meeting or, if adjourned, postponed, or delayed, one business day before the day to which the meeting is adjourned, postponed, or delayed.

 

If you hold your shares directly (not through a broker-dealer, bank or other financial institution) and if you return a signed and dated proxy card that does not specify how you wish to vote on a proposal, your shares will be voted “FOR” the Board Nominees in Proposal 1.

 

Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposal 1 before the meeting. The Funds understand that, under the rules of the New York Stock Exchange, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Proposal 1 is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of Proposal 1. A properly executed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of Proposal 1.

 

If you hold shares of a Fund through a bank, broker, other financial institution or intermediary (called a service agent), the service agent may be the record holder of your shares. At the meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a proposal may be deemed to authorize a service provider to vote such shares in favor of the proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but is not required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”

 

If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer or service agent specific instructions as to how you want your shares to be voted.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board Members, including a majority of the Independent Board Members, of each Fund have selected Deloitte & Touche LLP (“D&T”) as the independent registered public accounting firm for the Funds.

 

A representative of D&T is expected to be present at the meeting. The representative of D&T will have the opportunity to make a statement at the meeting if he or she desires to do so and is expected to be available to respond to appropriate questions.

 

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Each Fund’s Audit Committee has discussed with D&T the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

 

Each Fund’s Audit Committee has received from D&T the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, has discussed D&T’s independence with D&T, and has considered the compatibility of non-audit services with the independence of the independent registered public accounting firm.

 

Each Fund’s Audit Committee also reviews and discusses the Fund’s financial statements with Fund management and the independent registered public accounting firm. If any material concerns arise during the course of the audit and the preparation of the audited financial statements mailed to shareholders and included in the Fund’s annual report to shareholders, the Audit Committee would be notified by Fund management or the independent registered public accounting firm. The Audit Committees received no such notifications for any Fund during its most recently completed fiscal year. Following each Fund’s Audit Committee’s review and discussion with the Fund’s independent registered public accounting firm, pursuant to authority delegated by its respective Board, each Fund’s Audit Committee approved the respective Fund’s audited financial statements for the Fund’s most recently completed fiscal year (each Fund’s fiscal year end is set forth in Appendix G) for inclusion in the Fund’s annual report to shareholders.

 

Appendix G sets forth for each Fund the fees billed by that Fund’s independent registered public accounting firm for the two most recent fiscal years for all audit, non-audit, tax and all other services provided directly to the Fund. The fee information in Appendix G is presented under the following captions:

 

(a)    Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses.

 

(b)    Audit-Related Fees—fees related to assurance and related services that are reasonably associated with the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators.

 

(c)    Tax Fees—fees associated with tax compliance and/or tax preparation, as applicable. Tax compliance and preparation include services such as the filing or amendment of federal, state or local income tax returns, and services relating to regulated investment company qualification reviews, taxable income and tax distribution calculations. All of the fees included under “Tax Fees” in Appendix G relate solely to services provided for tax compliance and/or tax preparation, and none of such fees relate to tax advice, tax planning or tax consulting.

 

(d)    All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

 

(e)    Aggregate Non-Audit Fees for Services Provided to Each Fund and its Affiliated Service Providers Pre-Approved by the Audit Committee—the sum of the fees shown under “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” and fees paid by each Fund’s Affiliated Service Providers to the Fund’s independent registered public accounting firm.

 

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Each Fund’s Audit Committee is required to approve all audit engagement fees and terms for the Fund. Each Fund’s Audit Committee also is required to consider and approve (i) the provision by the Fund’s independent registered public accounting firm of any non-audit services to the Fund, and (ii) the provision by the Fund’s independent registered public accounting firm of non-audit services to BlackRock and any entity controlling, controlled by or under common control with BlackRock that provides ongoing services to the Fund (“Affiliated Service Providers”) to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. See Appendix G to this Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s independent registered public accounting firm.

 

The Audit Committee of each Fund complies with applicable laws and regulations with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to a Fund on an annual basis require specific pre-approval by the Fund’s Audit Committee. As noted above, each Fund’s Audit Committee must also approve other non-audit services provided by the Fund’s independent registered public accounting firm to the Fund and to the Fund’s Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Each Fund’s Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Fund’s Audit Committee may pre-approve, without consideration on a specific case-by-case basis (“general pre-approval”), certain permissible non-audit services that the Audit 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 registered public accounting firm. Each service approved subject to general pre-approval is presented to each Fund’s Audit Committee for ratification at the next regularly scheduled Board meeting.

 

For each Fund’s two most recently completed fiscal years, there were no services rendered by D&T to the Funds for which the general pre-approval requirement was waived.

 

Fees for non-audit services provided to each Fund’s Affiliated Service Providers for which pre-approval by such Fund’s Audit Committee was required for the calendar years ended December 31, 2021 and December 31, 2020 were $2,032,000 and $1,984,000, respectively. These fees were paid in their entirety by BlackRock in connection with services provided to the Affiliated Service Providers of each Fund and of other BlackRock open-end and closed-end funds primarily for a service organization controls review and secondarily, a subscription to the Deloitte Accounting Research Tool.

 

Each Fund’s Audit Committee has considered the provision of non-audit services that were rendered by D&T to the Fund’s Affiliated Service Providers that were not pre-approved (and did not require pre-approval) in connection with determining such auditor’s independence. All services provided by D&T to each Fund and each Fund’s Affiliated Service Providers that required pre-approval were pre-approved during the Fund’s most recently completed fiscal year.

 

The Audit Committee of each Fund consists of the following Board Members:

 

Catherine A. Lynch (Chair);

Frank J. Fabozzi;

Lorenzo A. Flores; and

J. Phillip Holloman.

 

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ADDITIONAL INFORMATION

 

5% Beneficial Share Ownership

 

As of April 30, 2022, to the best of the Funds’ knowledge, the persons listed in Appendix H beneficially owned more than 5% of the outstanding shares of the class of the Fund(s) indicated.

 

Investment Advisor and Administrator

 

The Advisor provides investment advisory and administrative services to the Funds. The Advisor is responsible for the management of the Funds’ portfolios and provides the necessary personnel, facilities, equipment and certain other services necessary to the operation of the Funds. The Advisor, located at 100 Bellevue Parkway, Wilmington, DE 19809, is a wholly owned subsidiary of BlackRock.

 

Sub-Advisors

 

BlackRock International Limited (“BIL”), an affiliate of the Advisor, acts as the sub-advisor for BlackRock Core Bond Trust (BHK), BlackRock Corporate High Yield Fund, Inc. (HYT), BlackRock Credit Allocation Income Trust (BTZ), BlackRock Debt Strategies Fund, Inc. (DSU), BlackRock Energy and Resources Trust (BGR), BlackRock Enhanced Global Dividend Trust (BOE), BlackRock Enhanced International Dividend Trust (BGY), BlackRock Floating Rate Income Strategies Fund, Inc. (FRA), BlackRock Floating Rate Income Trust (BGT), BlackRock Income Trust, Inc. (BKT), BlackRock Limited Duration Income Trust (BLW), BlackRock Multi-Sector Income Trust (BIT), BlackRock Utilities, Infrastructure & Power Opportunities Trust (BUI) and BlackRock Resources & Commodities Strategy Trust (BCX). BIL is a wholly owned subsidiary of BlackRock.

 

BlackRock (Singapore) Limited (“BSL”), an affiliate of the Advisor, acts as the sub-advisor for BlackRock Credit Allocation Income Trust (BTZ), BlackRock Capital Allocation Trust (BCAT), BlackRock Core Bond Trust (BHK), BlackRock Limited Duration Income Trust (BLW), BlackRock Multi-Sector Income Trust (BIT) and BlackRock ESG Capital Allocation Trust (ECAT). BSL is a wholly owned subsidiary of BlackRock.

 

Distributor

 

BlackRock Investments, LLC serves as the placement agent for the common shares of BlackRock Core Bond Trust (BHK), BlackRock Corporate High Yield Fund, Inc. (HYT), BlackRock Health Sciences Trust (BME), BlackRock Limited Duration Income Trust (BLW), BlackRock Multi-Sector Income Trust (BIT), BlackRock MuniAssets Fund, Inc. (MUA), BlackRock Municipal Income Trust (BFK), BlackRock Municipal Income Trust II (BLE), BlackRock Science and Technology Trust (BST), BlackRock Taxable Municipal Bond Trust (BBN) and BlackRock Utilities, Infrastructure & Power Opportunities Trust (BUI) through various specified transactions, including at-the-market offerings pursuant to Rule 415 under the Securities Act of 1933, as amended, subject to various conditions. BlackRock Investments, LLC is located at 55 East 52nd Street, New York, NY 10055.

 

Submission of Shareholder Proposals

 

A shareholder proposal intended to be presented at a future meeting of shareholders of a Fund must be received at the offices of the Fund, 40 East 52nd Street, New York, NY 10022, in accordance with the timing requirements set forth below. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.

 

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If a Fund shareholder intends to present a proposal at the 2023 annual meeting of the Fund’s shareholders and desires to have the proposal included in such Fund’s proxy statement and form of proxy for that meeting pursuant to Rule 14a-8 under the Exchange Act, the shareholder must deliver the proposal to the offices of the Fund by Friday, February 3, 2023. In the event a Fund moves the date of its 2023 annual shareholder meeting by more than 30 days from the anniversary of its 2022 annual shareholder meeting, shareholder submissions of proposals for inclusion in such Fund’s proxy statement and proxy card for the 2023 annual shareholder meeting pursuant to Rule 14a-8 under the Exchange Act must be delivered to the Fund at a reasonable time before the Fund begins to print and send its proxy materials in connection with the 2023 annual shareholder meeting.

 

Shareholders who do not wish to submit a proposal for inclusion in a Fund’s proxy statement and form of proxy for the 2023 annual shareholder meeting in accordance with Rule 14a-8 under the Exchange Act may submit a proposal for consideration at the 2023 annual shareholder meeting in accordance with the By-laws of the Fund. The By-laws for each Fund require that advance notice be given to the Fund in the event a shareholder desires to transact any business, including business from the floor, at an annual meeting of shareholders, including the nomination of Board Members. Notice of any such business or nomination for consideration at the 2023 annual shareholder meeting must be in writing, comply with the requirements of the Fund’s By-laws and, assuming that the 2023 annual shareholder meeting is held within 25 days of July 25, 2023, must be received by the Fund between Saturday, February 25, 2023 and Monday, March 27, 2023.

 

In order for a shareholder proposal made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposal must be received at the Fund’s principal executive offices by Monday, March 27, 2023. In the event a Fund moves the date of its 2023 annual shareholder meeting by more than 25 days from the anniversary of its 2022 annual shareholder meeting, shareholders who wish to submit a proposal or nomination for consideration at the 2023 annual shareholder meeting in accordance with the advance notice provisions of the By-laws of a Fund must deliver such proposal or nomination not later than the close of business on the tenth day following the day on which the notice of the date of the meeting was mailed or such public disclosure of the meeting date was made, whichever comes first. If such proposals are not “timely” within the meaning of Rule 14a-4(c), then proxies solicited by the Board for the 2023 annual shareholder meeting may confer discretionary authority to the Board to vote on such proposals.

 

Copies of the By-laws of each Fund are available on the EDGAR Database on the SEC’s website at www.sec.gov. Each Fund will also furnish, without charge, a copy of its By-laws to a shareholder upon request. Such requests should be directed to the appropriate Fund at 100 Bellevue Parkway, Wilmington, DE 19809, or by calling toll free at 1-800-882-0052. For further information, please see Appendix E — Committees of the Boards — Governance Committee.

 

For all Funds, written proposals (including nominations of Board Members) and notices should be sent to the Secretary of the Fund, 40 East 52nd Street, New York, NY 10022.

 

Shareholder Communications

 

Shareholders who want to communicate with the Boards or any individual Board Member should write to the attention of the Secretary of their Fund, 40 East 52nd Street, New York, NY 10022. Shareholders may communicate with the Boards electronically by sending an e-mail to closedendfundsbod@blackrock.com. The communication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member,

 

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it will be sent to the Chair of the Governance Committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.

 

Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the CCO, 40 East 52nd Street, New York, NY 10022. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.

 

Expense of Proxy Solicitation

 

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement, and costs in connection with the solicitation of proxies and hosting the virtual meeting will be borne by the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Proxy Statement, also will be borne by the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can reasonably be attributed to one or more specific Fund(s).

 

Solicitation may be made by mail, telephone, fax, e-mail or the Internet by officers or employees of the Advisor, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. The Funds and BlackRock have retained Georgeson, 1290 Avenue of the Americas, 9th Floor, New York, NY 10104, a proxy solicitation firm, to assist in the distribution of proxy materials, the solicitation and tabulation of proxies and the hosting of the virtual meeting. It is anticipated that Georgeson will be paid approximately $107,000 for such services (including reimbursements of out-of-pocket expenses). Georgeson may solicit proxies personally and by mail, telephone, fax, e-mail or the Internet. Each Fund’s portion of the foregoing expenses is not subject to any cap or voluntary agreement to waive fees and/or reimburse expenses that may otherwise apply to that Fund.

 

If You Plan to Attend the Annual Meeting

 

Attendance at the annual meeting will be limited to each Fund’s shareholders as of the Record Date. If your shares in a Fund are registered in your name, you may attend and participate in the meeting at meetnow.global/MJU4PLZ by entering the control number found in the shaded box on your proxy card on the date and time of the meeting. You may vote during the meeting by following the instructions that will be available on the meeting website during the meeting. If you are a beneficial shareholder of a Fund, you will not be able to vote at the virtual meeting unless you have registered in advance to attend the meeting. To register, you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Georgeson, the Funds’ tabulator. You may email an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m. (Eastern time) three business days prior to the meeting date. You will receive a confirmation email from Georgeson (through Computershare) of your registration and a control number and security code that will allow you to vote at the meeting.

 

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Privacy Principles of the Funds

 

The Funds are committed to maintaining the privacy of their current and former shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Funds collect, how the Funds protect that information and why, in certain cases, the Funds may share such information with select parties.

 

If you are located in a jurisdiction where specific laws, rules or regulations require a Fund to provide you with additional or different privacy-related rights beyond what is set forth above, then the Fund will comply with those specific laws, rules or regulations.

 

The Funds obtain or verify personal non-public information from and about you from different sources, including the following: (i) information the Funds receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with the Funds, their affiliates or others; (iii) information the Funds receive from a consumer reporting agency; and (iv) information the Funds receive from visits to the Funds’ or their affiliates’ websites.

 

The Funds do not sell or disclose to non-affiliated third parties any non-public personal information about their current and former shareholders, except as permitted by law or as is necessary to respond to regulatory requests or to service shareholder 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.

 

The Funds may share information with their 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, the Funds restrict access to non-public personal information about their current and former shareholders to those BlackRock employees with a legitimate business need for the information. The Funds maintain physical, electronic and procedural safeguards that are designed to protect the non-public personal information of their current and former shareholders, including procedures relating to the proper storage and disposal of such information.

 

General

 

Management does not intend to present and does not have reason to believe that any other items of business will be presented at the 2022 annual shareholder meeting. However, if other matters are properly presented to the meeting for a vote, the proxies will be voted by the persons named in the enclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Funds.

 

A list of each Fund’s shareholders as of the Record Date will be available electronically for inspection by any record shareholder of such Fund at the shareholder meeting. For each Delaware Trust, such list will be available for inspection beginning ten days prior to the date of the meeting. Fund shareholders interested in inspecting the list of shareholders for their respective Fund should contact Georgeson LLC at blackrockcef@georgeson.com for additional information.

 

Failure of a quorum to be present at any meeting may necessitate adjournment. The Board of each Fund, prior to any shareholder meeting being convened, may postpone such meeting from time to time to a date not more than 120 days after the original record date. The chair of any shareholder meeting may also adjourn such meeting from time to time to reconvene at the same or some other place, and notice of any such adjourned meeting need not be given if the time and place by which shareholders may be deemed to be present in person and vote at such adjourned

 

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meeting are announced at the meeting at which the adjournment is taken. The chair of any shareholder meeting may adjourn such meeting to permit further solicitation of proxies with respect to a proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of shareholders. At the adjourned shareholder meeting, the Fund may transact any business which might have been transacted at the original meeting. Any adjourned shareholder meeting may be held as adjourned one or more times without further notice not later than one hundred and twenty (120) days after the original record date.

 

Please vote promptly by signing and dating each enclosed proxy card, and if received by mail, returning it (them) in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or via the Internet.

 

By Order of the Boards,

 

Janey Ahn

Secretary of the Funds

 

June 3, 2022

 

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Appendix A – Fund Information

 

The following table lists, with respect to each Fund, the total number of shares outstanding and the managed assets of the Fund on May 27, 2022, the record date for voting at the annual meeting.

 

Ticker

  

Fund

 

Form of Organization

   Total
Common
Shares
Outstanding
  Total
VRDP
Shares
  Total
VMTP
Shares
  Total
RVMTP
Shares
  Managed
Assets ($)*

BBN

  

BlackRock Taxable Municipal Bond Trust

  Delaware Statutory Trust    60,363,422   N/A   N/A   N/A   1,816,308,178.61

BCAT

  

BlackRock Capital Allocation Trust

  Maryland Statutory Trust    110,931,886   N/A   N/A   N/A   2,169,529,384.28

BCX

  

BlackRock Resources & Commodities Strategy Trust

  Delaware Statutory Trust    88,315,994   N/A   N/A   N/A   1,050,035,427.73

BDJ

  

BlackRock Enhanced Equity Dividend Trust

  Delaware Statutory Trust    186,003,434   N/A   N/A   N/A   1,856,173,531.54

BFK

  

BlackRock Municipal Income Trust †

  Delaware Statutory Trust    45,026,493   N/A   2,708   N/A   962,913,018.90

BFZ

  

BlackRock California Municipal Income Trust †

  Delaware Statutory Trust    31,338,464   N/A   1,713   N/A   732,439,361.98

BGR

  

BlackRock Energy and Resources Trust

  Delaware Statutory Trust    28,582,437   N/A   N/A   N/A   418,434,182.97

BGT

  

BlackRock Floating Rate Income Trust

  Delaware Statutory Trust    22,370,659   N/A   N/A   N/A   412,459,198.82

BGY

  

BlackRock Enhanced International Dividend Trust

  Delaware Statutory Trust    103,937,358   N/A   N/A   N/A   637,977,754.44

BHK

  

BlackRock Core Bond Trust

  Delaware Statutory Trust    54,010,702   N/A   N/A   N/A   1,125,035,917.80

BHV

  

BlackRock Virginia Municipal Bond Trust †

  Delaware Statutory Trust    1,611,567   116   N/A   N/A   37,935,470.73

BIGZ

  

BlackRock Innovation and Growth Trust

  Maryland Statutory Trust    237,100,454   N/A   N/A   N/A   2,468,281,806.58

BIT

  

BlackRock Multi-Sector Income Trust

  Delaware Statutory Trust    37,647,536   N/A   N/A   N/A   934,318,947.42

BKN

  

BlackRock Investment Quality Municipal Trust, Inc. †

  Maryland Corporation    17,236,321   N/A   1,259   N/A   416,369,253.98

BKT

  

BlackRock Income Trust, Inc.

  Maryland Corporation    63,912,834   N/A   N/A   N/A   466,798,119.94

BLE

  

BlackRock Municipal Income Trust II †

  Delaware Statutory Trust    48,856,664   N/A   3,027   N/A   1,079,074,925.40

BLW

  

BlackRock Limited Duration Income Trust

  Delaware Statutory Trust    35,711,253   N/A   N/A   N/A   834,990,681.35

BME

  

BlackRock Health Sciences Trust

  Delaware Statutory Trust    13,333,018   N/A   N/A   N/A   579,311,428.32

 

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Ticker

  

Fund

 

Form of Organization

   Total
Common
Shares
Outstanding
  Total
VRDP
Shares
  Total
VMTP
Shares
  Total
RVMTP
Shares
  Managed
Assets ($)*

BMEZ

  

BlackRock Health Sciences Trust II

  Maryland Statutory Trust    112,083,890   N/A   N/A   N/A   2,192,699,815.27

BNY

  

BlackRock New York Municipal Income Trust †

  Delaware Statutory Trust    24,637,649   1,794   N/A   N/A   562,300,093.80

BOE

  

BlackRock Enhanced Global Dividend Trust

  Delaware Statutory Trust    63,768,093   N/A   N/A   N/A   769,963,845.09

BST

  

BlackRock Science and Technology Trust

  Delaware Statutory Trust    32,083,371   N/A   N/A   N/A   1,207,145,346.74

BSTZ

  

BlackRock Science and Technology Trust II

  Delaware Statutory Trust    78,538,036   N/A   N/A   N/A   2,016,953,619.11

BTA

  

BlackRock Long-Term Municipal Advantage Trust †

  Delaware Statutory Trust    13,436,565   760   N/A   N/A   264,559,107.99

BTT

  

BlackRock Municipal 2030 Target Term Trust †

  Delaware Statutory Trust    70,505,571   N/A   N/A   150   2,666,514,475.61

BTZ

  

BlackRock Credit Allocation Income Trust

  Delaware Statutory Trust    93,507,103   N/A   N/A   N/A   1,721,595,661.46

BUI

  

BlackRock Utilities, Infrastructure & Power Opportunities Trust

  Delaware Statutory Trust    22,094,819   N/A   N/A   N/A   526,835,206.70

BYM

  

BlackRock Municipal Income Quality Trust †

  Delaware Statutory Trust    26,415,271   N/A   1,372   N/A   603,298,751.95

CII

  

BlackRock Enhanced Capital and Income Fund, Inc.

  Maryland Corporation    44,132,101   N/A   N/A   N/A   887,757,258.79

DSU

  

BlackRock Debt Strategies Fund, Inc.

  Maryland Corporation    46,610,312   N/A   N/A   N/A   730,899,677.28

ECAT

  

BlackRock ESG Capital Allocation Trust

  Maryland Statutory Trust    104,739,052   N/A   N/A   N/A   1,883,194,035.45

EGF

  

BlackRock Enhanced Government Fund, Inc.

  Maryland Corporation    4,142,327   N/A   N/A   N/A   67,365,160.19

FRA

  

BlackRock Floating Rate Income Strategies Fund, Inc.

  Maryland Corporation    35,232,197   N/A   N/A   N/A   668,665,449.59

HYT

  

BlackRock Corporate High Yield Fund, Inc.

  Maryland Corporation    122,259,646   N/A   N/A   N/A   1,787,983,789.90

MHD

  

BlackRock MuniHoldings Fund, Inc. †

  Maryland Corporation    53,356,788   N/A   3,478   N/A   1,329,266,438.41

MHN

  

BlackRock MuniHoldings New York Quality Fund, Inc. †

  Maryland Corporation    31,132,023   2,436   N/A   N/A   691,409,673.74

MIY

  

BlackRock MuniYield Michigan Quality Fund, Inc. †

  Maryland Corporation    29,509,535   2,319   N/A   N/A   674,884,915.66

MQT

  

BlackRock MuniYield Quality Fund II, Inc. †

  Maryland Corporation    22,604,181   N/A   1,165   N/A   474,065,237.89

 

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Ticker

  

Fund

 

Form of Organization

   Total
Common
Shares
Outstanding
  Total
VRDP
Shares
  Total
VMTP
Shares
  Total
RVMTP
Shares
  Managed
Assets ($)*

MQY

  

BlackRock MuniYield Quality Fund, Inc. †

  Maryland Corporation    73,242,678   4,503   N/A   N/A   1,728,271,375.00

MUA

  

BlackRock MuniAssets Fund, Inc. †

  Maryland Corporation    38,282,118   1,750   N/A   N/A   717,621,650.36

MUC

  

BlackRock MuniHoldings California Quality Fund, Inc. †

  Maryland Corporation    97,528,364   N/A   5,264   N/A   2,266,558,711.90

MUE

  

BlackRock MuniHoldings Quality Fund II, Inc. †

  Maryland Corporation    22,525,806   N/A   1,310   N/A   467,969,368.46

MUI

  

BlackRock Municipal Income Fund, Inc. †

  Maryland Corporation    73,870,971   5,617   N/A   N/A   1,740,629,329.93

MUJ

  

BlackRock MuniHoldings New Jersey Quality Fund, Inc. †

  Maryland Corporation    54,483,409   4,171   N/A   N/A   1,277,972,701.24

MVF

  

BlackRock MuniVest Fund, Inc. †

  Maryland Corporation    64,836,371   N/A   2,438   N/A   902,415,080.86

MVT

  

BlackRock MuniVest Fund II, Inc. †

  Maryland Corporation    21,369,803   N/A   1,400   N/A   481,692,041.27

MYD

  

BlackRock MuniYield Fund, Inc. †

  Maryland Corporation    46,919,695   2,514   N/A   N/A   1,007,450,853.96

MYI

  

BlackRock MuniYield Quality Fund III, Inc. †

  Maryland Corporation    68,150,681   3,564   N/A   N/A   1,490,496,157.01

MYN

  

BlackRock MuniYield New York Quality Fund, Inc. †

  Maryland Corporation    39,586,584   2,477   N/A   N/A   826,946,254.69

 

  Denotes a Preferred Fund.
*   “Managed Assets” means the total assets of the Fund minus its accrued liabilities (other than aggregate indebtedness constituting financial leverage).

 

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Appendix B – Compensation of the Board Members

 

Each Independent Board Member is paid an annual retainer of $370,000 per year for his or her services as a Board Member of the BlackRock-advised funds, including the Funds, and each Independent Board Member may also receive a $10,000 board meeting fee for special unscheduled meetings or meetings in excess of six Board meetings held in a calendar year, together with out-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. In addition, the Chair of the Boards is paid an additional annual retainer of $100,000. The Chairs of the Audit Committee, Performance Oversight Committee, Compliance Committee, and Governance Committee are paid an additional annual retainer of $45,000, $37,500, $45,000 and $37,500, respectively. Each of the members of the Audit Committee and Compliance Committee is paid an additional annual retainer of $30,000 and $25,000, respectively, for his or her service on such committee. Effective January 1, 2022, the Vice Chair of the Boards is paid an additional annual retainer of $60,000 and each of the members of the Governance Committee is paid an additional annual retainer of $25,000 for his or her service on such committee. The Funds will pay a pro rata portion quarterly (based on relative net assets) of the foregoing Board Member fees paid by the funds in the BlackRock Fixed-Income Complex.

 

The Independent Board Members have agreed that a maximum of 50% of each Independent Board Member’s total compensation paid by funds in the BlackRock Fixed-Income Complex may be deferred pursuant to the BlackRock Fixed-Income Complex’s deferred compensation plan. Under the deferred compensation plan, deferred amounts earn a return for the Independent Board Members as though equivalent dollar amounts had been invested in shares of certain funds in the BlackRock Fixed-Income Complex selected by the Independent Board Members. This has approximately the same economic effect for the Independent Board Members as if they had invested the deferred amounts in such funds in the BlackRock Fixed-Income Complex. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of a fund and are recorded as a liability for accounting purposes.

 

The following table sets forth the aggregate compensation, including deferred compensation amounts, paid to each Independent Board Member by each Fund during its most recently completed fiscal year and by all BlackRock-advised funds for the most recently completed calendar year. Messrs. Perlowski and Fairbairn serve without compensation from the Funds because of their affiliation with BlackRock, Inc. and the Advisor.

 

Fund

  Fund’s
Fiscal Year
End(1)
  Michael J.
Castellano(2), (4)
    Richard E.
Cavanagh(2), (5)
    Cynthia L.
Egan(2)
    Frank J.
Fabozzi(2)
    Lorenzo A.
Flores(2),  (6)
    Stayce D.
Harris(2), (7)
    J. Phillip
Holloman(2), (8)
    R. Glenn
Hubbard(2)
    W. Carl
Kester(2)
    Catherine A.
Lynch(2), (9)
    Karen P.
Robards(2), (10)
    Fund
Total
 

BBN

  31-Dec   $ 8,842     $ 9,857     $ 8,740     $ 8,687     $ 3,035     $ 3,892     $ 3,931     $ 8,582     $ 7,826     $ 7,928     $ 9,958     $ 161,278  

BCAT

  31-Dec   $ 14,430     $ 16,098     $ 14,264     $ 14,178     $ 4,767     $ 6,364     $ 6,425     $ 14,009     $ 12,763     $ 12,930     $ 16,265     $ 132,493  

BCX

  31-Dec   $ 4,997     $ 5,560     $ 4,941     $ 4,914     $ 1,707     $ 2,312     $ 2,333     $ 4,861     $ 4,434     $ 4,490     $ 5,617     $ 46,166  

BDJ

  31-Dec   $ 11,185     $ 12,472     $ 11,056     $ 10,993     $ 3,825     $ 5,142     $ 5,192     $ 10,865     $ 9,898     $ 10,027     $ 12,600     $ 103,255  

BFK

  30-Apr   $ 2,640     $ 2,928     $ 3,827     $ 3,784     $ 2,442     $ 2,852     $ 2,882     $ 3,959     $ 3,629     $ 3,576     $ 4,066     $ 36,585  

BFZ

  31-Jul   $ 3,490     $ 3,896     $ 3,449     $ 3,400     $ 144     $ 245     $ 245     $ 3,321     $ 3,083     $ 3,124     $ 3,934     $ 28,331  

BGR

  31-Dec   $ 1,763     $ 1,949     $ 1,744     $ 1,736     $ 604     $ 802     $ 810     $ 1,718     $ 1,577     $ 1,595     $ 1,967     $ 32,265  

BGT

  31-Dec   $ 1,973     $ 2,184     $ 1,952     $ 1,941     $ 654     $ 853     $ 861     $ 1,920     $ 1,762     $ 1,783     $ 2,206     $ 18,089  

BGY

  31-Dec   $ 4,293     $ 4,775     $ 4,253     $ 4,220     $ 1,447     $ 1,930     $ 1,948     $ 4,171     $ 3,810     $ 3,859     $ 4,823     $ 39,529  

BHK

  31-Dec   $ 5,373     $ 5,982     $ 5,312     $ 5,280     $ 1,768     $ 2,302     $ 2,324     $ 5,216     $ 4,763     $ 4,824     $ 6,043     $ 49,187  

BHV

  31-Aug   $ 175     $ 175     $ 175     $ 175     $ 17     $ 19     $ 19     $ 175     $ 175     $ 175     $ 175     $ 1,455  

 

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Fund

  Fund’s
Fiscal Year
End(1)
  Michael J.
Castellano(2), (4)
    Richard E.
Cavanagh(2), (5)
    Cynthia L.
Egan(2)
    Frank J.
Fabozzi(2)
    Lorenzo A.
Flores(2),  (6)
    Stayce D.
Harris(2), (7)
    J. Phillip
Holloman(2), (8)
    R. Glenn
Hubbard(2)
    W. Carl
Kester(2)
    Catherine A.
Lynch(2), (9)
    Karen P.
Robards(2), (10)
    Fund
Total
 

BIGZ

  31-Dec   $ 12,548     $ 13,995     $ 12,403     $ 12,331     $ 9,400     $ 12,216     $ 12,339     $ 12,186     $ 11,101     $ 11,245     $ 14,140     $ 133,904  

BIT

  31-Oct   $ 4,472     $ 4,985     $ 4,420     $ 4,379     $ 845     $ 1,282     $ 1,287     $ 4,307     $ 3,958     $ 4,010     $ 5,036     $ 38,981  

BKN

  30-Apr   $ 1,201     $ 1,325     $ 1,743     $ 1,725     $ 1,122     $ 1,302     $ 1,315     $ 1,800     $ 1,657     $ 1,634     $ 1,846     $ 16,670  

BKT

  31-Dec   $ 2,500     $ 2,773     $ 2,473     $ 2,458     $ 809     $ 1,062     $ 1,071     $ 2,430     $ 2,227     $ 2,254     $ 2,801     $ 22,858  

BLE

  31-Aug   $ 2,819     $ 3,139     $ 2,787     $ 2,755     $ 411     $ 706     $ 706     $ 2,702     $ 2,500     $ 2,532     $ 3,171     $ 24,228  

BLW

  31-Dec   $ 3,789     $ 4,213     $ 3,747     $ 3,726     $ 1,243     $ 1,639     $ 1,654     $ 3,683     $ 3,366     $ 3,408     $ 4,256     $ 34,724  

BME

  31-Dec   $ 3,538     $ 3,931     $ 3,498     $ 3,479     $ 1,272     $ 1,629     $ 1,645     $ 3,440     $ 3,144     $ 3,183     $ 3,971     $ 32,730  

BMEZ

  31-Dec   $ 19,987     $ 22,302     $ 19,755     $ 19,641     $ 6,617     $ 8,662     $ 8,747     $ 19,411     $ 17,672     $ 17,903     $ 22,533     $ 183,230  

BNY

  31-Jul   $ 1,564     $ 1,733     $ 1,547     $ 1,528     $ 109     $ 185     $ 185     $ 1,496     $ 1,395     $ 1,412     $ 1,750     $ 12,904  

BOE

  31-Dec   $ 5,022     $ 5,590     $ 4,965     $ 4,936     $ 1,725     $ 2,280     $ 2,302     $ 4,879     $ 4,455     $ 4,511     $ 5,647     $ 46,312  

BST

  31-Dec   $ 8,552     $ 9,529     $ 8,454     $ 8,409     $ 3,571     $ 4,080     $ 4,126     $ 8,316     $ 7,575     $ 7,673     $ 9,627     $ 79,912  

BSTZ

  31-Dec   $ 18,687     $ 20,844     $ 18,471     $ 18,374     $ 6,581     $ 8,383     $ 8,469     $ 18,172     $ 16,530     $ 16,746     $ 21,059     $ 172,316  

BTA

  30-Apr   $ 790     $ 868     $ 1,155     $ 1,143     $ 757     $ 869     $ 878     $ 1,191     $ 1,101     $ 1,087     $ 1,219     $ 11,058  

BTT

  31-Jul   $ 12,606     $ 14,132     $ 12,453     $ 12,271     $ 511     $ 890     $ 890     $ 11,977     $ 11,080     $ 11,232     $ 14,285     $ 102,327  

BTZ

  31-Dec   $ 8,849     $ 9,867     $ 8,748     $ 8,695     $ 2,911     $ 3,811     $ 3,848     $ 8,590     $ 7,833     $ 7,935     $ 9,967     $ 81,054  

BUI

  31-Dec   $ 2,995     $ 3,326     $ 2,962     $ 2,945     $ 1,091     $ 1,410     $ 1,423     $ 2,912     $ 2,665     $ 2,698     $ 3,359     $ 27,786  

BYM

  31-Aug   $ 2,892     $ 3,222     $ 2,859     $ 2,823     $ 244     $ 413     $ 413     $ 2,765     $ 2,562     $ 2,595     $ 3,255     $ 24,043  

CII

  31-Dec   $ 5,494     $ 6,116     $ 5,432     $ 5,401     $ 1,915     $ 2,516     $ 2,540     $ 5,339     $ 4,872     $ 4,934     $ 6,179     $ 50,738  

DSU

  31-Dec   $ 3,407     $ 3,786     $ 3,369     $ 3,350     $ 1,120     $ 1,474     $ 1,487     $ 3,311     $ 3,028     $ 3,066     $ 3,824     $ 31,222  

ECAT

  31-Dec     N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  

EGF

  31-Dec   $ 500     $ 540     $ 496     $ 494     $ 176     $ 214     $ 216     $ 490     $ 461     $ 465     $ 543     $ 4,595  

FRA

  31-Dec   $ 3,102     $ 3,445     $ 3,068     $ 3,050     $ 1,019     $ 1,340     $ 1,353     $ 3,015     $ 2,759     $ 2,793     $ 3,480     $ 28,424  

HYT

  31-Dec   $ 8,954     $ 9,982     $ 8,852     $ 8,799     $ 2,960     $ 3,899     $ 3,937     $ 8,695     $ 7,927     $ 8,030     $ 10,085     $ 82,120  

MHD

  30-Apr   $ 3,644     $ 4,046     $ 5,271     $ 5,212     $ 3,350     $ 3,919     $ 3,961     $ 5,455     $ 4,995     $ 4,921     $ 5,605     $ 50,379  

MHN

  31-Aug   $ 3,240     $ 3,612     $ 3,202     $ 3,162     $ 271     $ 463     $ 463     $ 3,096     $ 2,867     $ 2,904     $ 3,650     $ 26,930  

MIY

  31-July   $ 3,293     $ 3,675     $ 3,255     $ 3,209     $ 134     $ 229     $ 229     $ 3,135     $ 2,911     $ 2,949     $ 3,714     $ 26,733  

MQT

  30-Apr   $ 1,362     $ 1,505     $ 1,977     $ 1,956     $ 1,270     $ 1,476     $ 1,491     $ 2,042     $ 1,879     $ 1,853     $ 2,096     $ 18,907  

MQY

  30-Apr   $ 3,921     $ 4,358     $ 6,044     $ 5,958     $ 4,348     $ 5,097     $ 5,152     $ 6,267     $ 5,762     $ 5,656     $ 6,376     $ 58,939  

MUA

  30-Apr   $ 2,242     $ 2,485     $ 3,279     $ 3,242     $ 2,118     $ 2,457     $ 2,483     $ 3,394     $ 3,114     $ 3,067     $ 3,478     $ 31,359  

MUC

  31-July   $ 4,517     $ 5,050     $ 4,464     $ 4,399     $ 183     $ 315     $ 315     $ 4,296     $ 3,984     $ 4,038     $ 5,103     $ 36,664  

MUE

  31-July   $ 2,302     $ 2,562     $ 2,275     $ 2,244     $ 96     $ 161     $ 161     $ 2,194     $ 2,041     $ 2,067     $ 2,588     $ 18,691  

MUI

  30-Apr   $ 2,465     $ 2,732     $ 3,563     $ 3,524     $ 2,265     $ 2,648     $ 2,677     $ 3,685     $ 3,379     $ 3,330     $ 3,786     $ 34,054  

MUJ

  31-July   $ 3,367     $ 3,758     $ 3,328     $ 3,281     $ 138     $ 236     $ 236     $ 3,205     $ 2,976     $ 3,015     $ 3,797     $ 27,337  

MVF

  31-Aug   $ 4,306     $ 4,808     $ 4,255     $ 4,201     $ 366     $ 623     $ 623     $ 4,113     $ 3,803     $ 3,854     $ 4,856     $ 35,808  

MVT

  30-Apr   $ 1,379     $ 1,523     $ 2,004     $ 1,982     $ 1,291     $ 1,498     $ 1,513     $ 2,070     $ 1,905     $ 1,878     $ 2,124     $ 19,167  

MYD

  30-Apr   $ 2,848     $ 3,159     $ 4,126     $ 4,080     $ 2,633     $ 3,074     $ 3,107     $ 4,269     $ 3,913     $ 3,855     $ 4,385     $ 39,449  

 

B-2


Table of Contents

Fund

  Fund’s
Fiscal Year
End(1)
  Michael J.
Castellano(2), (4)
    Richard E.
Cavanagh(2), (5)
    Cynthia L.
Egan(2)
    Frank J.
Fabozzi(2)
    Lorenzo A.
Flores(2),  (6)
    Stayce D.
Harris(2), (7)
    J. Phillip
Holloman(2), (8)
    R. Glenn
Hubbard(2)
    W. Carl
Kester(2)
    Catherine A.
Lynch(2), (9)
    Karen P.
Robards(2), (10)
    Fund
Total
 

MYI

  31-July   $ 7,005     $ 7,843     $ 6,921     $ 6,821     $ 288     $ 498     $ 498     $ 6,659     $ 6,167     $ 6,250     $ 7,926     $ 56,876  

MYN

  31-July   $ 3,996     $ 4,464     $ 3,949     $ 3,892     $ 163     $ 279     $ 279     $ 3,801     $ 3,527     $ 3,574     $ 4,511     $ 32,435  

Total Compensation from all BlackRock-advised funds(3)

  $ 445,000     $ 495,000     $ 440,000     $ 478,750     $ 167,988     $ 216,875     $ 218,981     $ 432,500     $ 443,750     $ 441,250     $ 500,000    

Number of Registered Investment Companies (“RICs”) in BlackRock Fixed-Income Complex Overseen by Board Member

    N/A (4)      N/A (5)      69       71       69       69       69       69       71       71       N/A (10)   

 

(1)    Information is for the Fund’s most recent fiscal year. On May 20, 2022, the Boards of BlackRock Investment Quality Municipal Trust, Inc. (BKN), BlackRock Long-Term Municipal Advantage Trust (BTA), BlackRock MuniAssets Fund Inc. (MUA), BlackRock Municipal Income Fund, Inc. (MUI), BlackRock Municipal Income Trust (BFK), BlackRock MuniHoldings Fund Inc. (MHD), BlackRock MuniVest Fund II Inc. (MVT), BlackRock MuniYield Fund Inc. (MYD), BlackRock MuniYield Quality Fund II Inc. (MQT), BlackRock MuniYield Quality Fund Inc. (MQY), BlackRock Municipal Income Quality Trust (BYM), BlackRock Municipal Income Trust II (BLE), BlackRock MuniHoldings New York Quality Fund Inc. (MHN), BlackRock MuniVest Fund Inc. (MVF) and BlackRock Virginia Municipal Bond Trust (BHV), respectively, approved a change to the fiscal year end for each Fund to July 31, effective as of July 31, 2022.
(2)   Total amount of deferred compensation payable by the BlackRock Fixed-Income Complex to Mr. Castellano, Mr. Cavanagh, Dr. Fabozzi, Mr. Flores, Ms. Harris, Mr. Holloman, Dr. Hubbard, Dr. Kester and Ms. Lynch is $1,563,029, $2,322,521, $1,263,915, $50,820, $52,360, $53,430, $3,749,161, $1,769,688 and $395,097, respectively, as of December 31, 2021. Ms. Egan and Ms. Robards did not participate in the deferred compensation plan as of December 31, 2021.
(3)   Represents the aggregate compensation earned by such persons from all BlackRock-advised funds during the calendar year ended December 31, 2021. Of this amount, Mr. Castellano, Mr. Cavanagh, Dr. Fabozzi, Mr. Flores, Ms. Harris, Mr. Holloman, Dr. Hubbard, Dr. Kester and Ms. Lynch deferred $133,500, $163,350, $71,812, $50,000, $51,514, $52,567, $216,250, $20,000 and $66,187, respectively, pursuant to the BlackRock Fixed-Income Complex’s deferred compensation plan.
(4)   Mr. Castellano retired as a Board Member of the Funds and Chair of the Audit Committee effective December 31, 2021.
(5)   Mr. Cavanagh retired as a Board Member of the Funds and Co-Chair of the Board effective December 31, 2021.
(6)   Mr. Flores was appointed as a Board Member of the Funds effective July 30, 2021, a member of the Audit Committee effective August 5, 2021 and a member of the Performance Oversight Committee effective November 18, 2021.
(7)   Ms. Harris was appointed as a Board Member of the Funds effective June 10, 2021, a member of the Compliance Committee effective July 30, 2021 and a member of the Performance Oversight Committee effective November 18, 2021.
(8)   Mr. Holloman was appointed as a Board Member of the Funds effective June 10, 2021, a member of the Audit Committee effective July 30, 2021, a member of the Performance Oversight Committee effective November 18, 2021 and a member of the Governance Committee effective May 20, 2022.
(9)   Ms. Lynch was appointed as a member of the Governance Committee effective May 20, 2022.
(10)    Ms. Robards retired and resigned as a Board Member of the Funds effective as of May 31, 2022.

 

B-3


Table of Contents

Appendix C – Equity Securities Owned by Board Members and Board Nominees

 

The following table shows the amount of equity securities owned by the Board Members and Board Nominees in the Funds that they are nominated to oversee as of April 30, 2022, except as otherwise indicated. No Board Member or Board Nominee owns Preferred Shares.

 

Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the  Board
Member/
Nominee in
Family of
Investment
Companies
    Number of
Share
Equivalents(1)
    Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
    Aggregate
Dollar Range
of Common
Shares and
Share
Equivalents in
Family of
Investment
Companies
 

Interested Board Members, including the Board Nominee:

       

Robert Fairbairn

  BlackRock Health Sciences Trust II   15,000   Over
$100,000
   
Over
$100,000
 
 
    N/A       N/A       Over $100,000  
  BlackRock Science and Technology Trust II   6,835   Over
$100,000
      N/A       N/A    
  BlackRock Capital Allocation Trust   5,469   $50,001 -
$100,000
      N/A       N/A    
  BlackRock Innovation & Growth Trust   15,900   Over
$100,000
      N/A       N/A    
  BlackRock ESG Capital Allocation Trust   12,500   Over
$100,000
      N/A       N/A    

John M.

Perlowski

  BlackRock Innovation & Growth Trust   7,100   $50,001 -
$100,000
   
Over
$100,000
 
 
    N/A       N/A       Over $100,000  
  BlackRock Debt Strategies Fund, Inc.   4,692   $10,001 -
$50,000
      N/A       N/A    
  BlackRock ESG Capital Allocation Trust   5,600   $50,001 -
$100,000
      N/A       N/A    
  BlackRock Floating Rate Income Strategies Fund, Inc.   1937.5684   $10,001 -
$50,000
      N/A       N/A    

Independent Board Members, including the Board Nominees:

       

Cynthia L. Egan

  BlackRock Enhanced Equity Dividend Trust   10,870   Over
$100,000
   
Over
$100,000
 
 
    N/A       N/A       Over $100,000  
  BlackRock Science and Technology Trust II   8,968   Over
$100,000
      N/A       N/A    
  BlackRock International Growth and Income Trust   10,000   $50,001 -
$100,000
      N/A       N/A    

 

C-1


Table of Contents

Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the  Board
Member/
Nominee in
Family of
Investment
Companies
  Number of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar Range
of Common
Shares and
Share
Equivalents in
Family of
Investment
Companies
  BlackRock Health Sciences Trust   3,737   Over
$100,000
    N/A   N/A  
  BlackRock Health Sciences Trust II   1,987   $10,001 -
$50,000
    N/A   N/A  
  BlackRock Debt Strategies Fund, Inc.   8,750   $50,001 -
$100,000
    N/A   N/A  
  BlackRock Corporate High Yield Fund, Inc.   13,550   Over
$100,000
    N/A   N/A  

Frank J. Fabozzi

  BlackRock Resources & Commodities Strategy Trust   295   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A   Over $100,000
  BlackRock Enhanced Equity Dividend Trust   781   $1 - $10,000     20,070.77   Over $100,000  
  BlackRock Municipal Income Trust   20   $1 - $10,000     N/A   N/A  
  BlackRock Energy and Resources Trust   100   $1 - $10,000     6,766.99   $50,001 -
$100,000
 
  BlackRock Floating Rate Income Trust   100   $1 - $10,000     11,229.92   Over $100,000  
  BlackRock International Growth and Income Trust   300   $1 - $10,000     17,398.05   $50,001 -
$100,000
 
  BlackRock Core Bond Trust   27   $1 - $10,000     N/A   N/A  
  BlackRock Investment Quality Municipal Trust, Inc.   10   $1 - $10,000     N/A   N/A  
  BlackRock Income Trust, Inc.   2,010   $1 - $10,000     N/A   N/A  
  BlackRock Municipal Income Trust II   107   $1 - $10,000     N/A   N/A  
  BlackRock Limited Duration Income Trust   100   $1 - $10,000     13,239.14   Over $100,000  
  BlackRock Health Sciences Trust   100   $1 - $10,000     217.98   $1 - $10,000  

 

C-2


Table of Contents

Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the  Board
Member/
Nominee in
Family of
Investment
Companies
  Number of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar Range
of Common
Shares and
Share
Equivalents in
Family of
Investment
Companies
  BlackRock Enhanced Global Dividend Trust   324   $1 - $10,000     N/A   N/A  
  BlackRock Long-Term Municipal Advantage Trust   100   $1 - $10,000     N/A   N/A  
  BlackRock Credit Allocation Income Trust   192   $1 - $10,000     14,004.79   Over $100,000  
  BlackRock Municipal Income Quality Trust   10   $1 - $10,000     N/A   N/A  
  BlackRock Enhanced Capital and Income Fund   0   $0     1,242.78   $10,001 -
$50,000
 
  BlackRock Debt Strategies Fund, Inc.   115   $1 - $10,000     N/A   N/A  
  BlackRock Enhanced Government Fund, Inc.   10   $1 - $10,000     N/A   N/A  
  BlackRock Floating Rate Income Strategies Fund, Inc.   26   $1 - $10,000     N/A   N/A  
  BlackRock Corporate High Yield Fund, Inc.   43   $1 - $10,000     18,492.86   Over $100,000  
  BlackRock MuniHoldings Fund, Inc.   46   $1 - $10,000     N/A   N/A  
  BlackRock MuniYield Quality Fund II, Inc.   10   $1 - $10,000     N/A   N/A  
  BlackRock MuniYield Quality Fund, Inc.   17   $1 - $10,000     N/A   N/A  
  BlackRock MuniAssets Fund, Inc.   17   $1 - $10,000     N/A   N/A  
  BlackRock MuniHoldings Quality Fund II, Inc.   10   $1 - $10,000     N/A   N/A  
  BlackRock Municipal Income Fund, Inc.   10   $1 - $10,000     N/A   N/A  

 

C-3


Table of Contents

Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the  Board
Member/
Nominee in
Family of
Investment
Companies
  Number of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar Range
of Common
Shares and
Share
Equivalents in
Family of
Investment
Companies
  BlackRock MuniVest Fund, Inc.   10   $1 - $10,000     N/A   N/A  
  BlackRock MuniVest Fund II, Inc.   10   $1 - $10,000     N/A   N/A  
  BlackRock MuniYield Fund, Inc.   10   $1 - $10,000     N/A   N/A  
  BlackRock MuniYield Quality Fund III, Inc.   10   $1 - $10,000     N/A   N/A  

Lorenzo A. Flores

  BlackRock Enhanced Equity Dividend Trust   0   $0   None   1,512.95   $10,001 -
$50,000
  Over $100,000
  BlackRock Limited Duration Income Trust   0   $0     1,654.34   $10,001 -
$50,000
 
  BlackRock Credit Allocation Income Trust   0   $0     1,815.26   $10,001 -
$50,000
 
  BlackRock Enhanced Capital and Income Fund   0   $0     738.04   $10,001 -
$50,000
 

Stayce D. Harris

  BlackRock Enhanced Equity Dividend Trust   0   $0   None   1,516.52   $10,001 -
$50,000
  Over $100,000
  BlackRock Limited Duration Income Trust   0   $0     1,655.98   $10,001 -
$50,000
 
  BlackRock Credit Allocation Income Trust   0   $0     1,817.17   $10,001 -
$50,000
 
  BlackRock Enhanced Capital and Income Fund   0   $0     739.85   $10,001 -
$50,000
 

J. Phillip

Holloman

  BlackRock Enhanced Equity Dividend Trust   0   $0   None   1,539.93   $10,001 -
$50,000
  Over $100,000
  BlackRock Limited Duration Income Trust   0   $0     1,681.12   $10,001 -
$50,000
 
  BlackRock Credit Allocation Income Trust   0   $0     1,844.78   $10,001 -
$50,000
 

 

C-4


Table of Contents

Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the  Board
Member/
Nominee in
Family of
Investment
Companies
  Number of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar Range
of Common
Shares and
Share
Equivalents in
Family of
Investment
Companies
  BlackRock Enhanced Capital and Income Fund   0   $0     751.28   $10,001 -
$50,000
 

R. Glenn Hubbard

  BlackRock Resources & Commodities Strategy Trust   268.53   $1 - $10,000   Over
$100,000
  N/A   N/A   Over $100,000
  BlackRock Enhanced Equity Dividend Trust   1905.21   $10,001 -
$50,000
    56,301.72   Over $100,000  
  BlackRock Municipal Income Trust   286.26   $1 - $10,000     N/A   N/A  
  BlackRock Energy and Resources Trust   736.63   $1 - $10,000     20,741.90   Over $100,000  
  BlackRock Floating Rate Income Trust   355.82   $1 - $10,000     30,041.02   Over $100,000  
  BlackRock International Growth and Income Trust   431.51   $1 - $10,000     53,647.50   Over $100,000  
  BlackRock Core Bond Trust   565.67   $1 - $10,000     N/A   N/A  
  BlackRock Investment Quality Municipal Trust, Inc.   282.19   $1 - $10,000     N/A   N/A  
  BlackRock Income Trust, Inc.   283.27   $1 - $10,000     N/A   N/A  
  BlackRock Municipal Income Trust II   560.44   $1 - $10,000     N/A   N/A  
  BlackRock Limited Duration Income Trust   377.32   $1 - $10,000     37,691.55   Over $100,000  
  BlackRock Health Sciences Trust   399.31   $10,001 -
$50,000
    3,611.68   Over $100,000  
  BlackRock New York Municipal Income Trust   764.86   $1 - $10,000     N/A   N/A  
  BlackRock Enhanced Global Dividend Trust   1144.28   $10,001 -
$50,000
    N/A   N/A  
  BlackRock Long-Term Municipal Advantage Trust   247.32   $1 - $10,000     N/A   N/A  

 

C-5


Table of Contents

Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the  Board
Member/
Nominee in
Family of
Investment
Companies
  Number of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar Range
of Common
Shares and
Share
Equivalents in
Family of
Investment
Companies
  BlackRock Credit Allocation Income Trust   681.12   $1 - $10,000     39,842.02   Over $100,000  
  BlackRock Municipal Income Quality Trust   259.34   $1 - $10,000     N/A   N/A  
  BlackRock Enhanced Capital and Income Fund   0   $0     4,782.74   $50,001 -
$100,000
 
  BlackRock Debt Strategies Fund, Inc.   408.28   $1 - $10,000     N/A   N/A  
  BlackRock Corporate High Yield Fund, Inc.   334.21   $1 - $10,000     45,536.41   Over $100,000  
  BlackRock MuniHoldings Fund, Inc.   280.46   $1 - $10,000     N/A   N/A  

W. Carl Kester

  BlackRock Taxable Municipal Bond Trust   100   $1 - $10,000   Over
$100,000
  N/A   N/A   Over $100,000
  BlackRock Resources & Commodities Strategy Trust   648   $1 - $10,000     N/A   N/A  
  BlackRock Enhanced Equity Dividend Trust   425   $1 - $10,000     29,396.57   Over $100,000  
  BlackRock Energy and Resources Trust   0   $0     11,303.15   Over $100,000  
  BlackRock Floating Rate Income Trust   0   $0     15,629.26   Over $100,000  
  BlackRock International Growth and Income Trust   0   $0     29,294.94   Over $100,000  
  BlackRock Core Bond Trust   1,078   $10,001 -
$50,000
    N/A   N/A  
  BlackRock Income Trust, Inc.   3,000   $10,001 -
$50,000
    N/A   N/A  
  BlackRock Limited Duration Income Trust   0   $0     16,775.40   Over $100,000  

 

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Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the  Board
Member/
Nominee in
Family of
Investment
Companies
  Number of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar Range
of Common
Shares and
Share
Equivalents in
Family of
Investment
Companies
  BlackRock Health Sciences Trust   100   $1 - $10,000     1,648.63   $50,001 -
$100,000
 
  BlackRock Enhanced Global Dividend Trust   751   $1 - $10,000     N/A   N/A  
  BlackRock Science and Technology Trust   133   $1 - $10,000     N/A   N/A  
  BlackRock Long-Term Municipal Advantage Trust   100   $1 - $10,000     N/A   N/A  
  BlackRock Municipal 2030 Target Term Trust   100   $1 - $10,000     N/A   N/A  
  BlackRock Credit Allocation Income Trust   239   $1 - $10,000     19,049.89   Over
$100,000
 
  BlackRock Enhanced Capital and Income Fund, Inc.   1,808   $10,001 -
$50,000
    1,112.92   $10,001 -
$50,000
 
  BlackRock Debt Strategies Fund, Inc.   832   $1 - $10,000     N/A   N/A  
  BlackRock Enhanced Government Fund, Inc.   1,000   $10,001 -
$50,000
    N/A   N/A  
  BlackRock Floating Rate Income Strategies Fund, Inc.   263   $1 - $10,000     N/A   N/A  
  BlackRock Corporate High Yield Fund, Inc.   367   $1 - $10,000     23,386.28   Over $100,000  
  BlackRock MuniHoldings Fund, Inc.   170   $1 - $10,000     N/A   N/A  
  BlackRock MuniYield Quality Fund, Inc.   831   $10,001 -
$50,000
    N/A   N/A  
  BlackRock MuniAssets Fund, Inc.   100   $1 - $10,000     N/A   N/A  

 

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Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the  Board
Member/
Nominee in
Family of
Investment
Companies
  Number of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar Range
of Common
Shares and
Share
Equivalents in
Family of
Investment
Companies
  BlackRock MuniHoldings Quality Fund II, Inc.   100   $1 - $10,000     N/A   N/A  

Catherine A.

Lynch

  BlackRock Enhanced Equity Dividend Trust   0   $0   Over
$100,000
  5,105.57   $10,001 -
$50,000
  Over $100,000
  BlackRock Energy and Resources Trust   0   $0     1,542.05   $10,001 -
$50,000
 
  BlackRock Floating Rate Income Trust   0   $0     1,552.68   $10,001 -
$50,000
 
  BlackRock Enhanced International Dividend Trust   0   $0     3,592.75   $10,001 -
$50,000
 
  BlackRock Virginia Municipal Bond Trust   3,438   $50,001 -
$100,000
    N/A   N/A  
  BlackRock Investment Quality Municipal Trust, Inc.   1,670   $10,001 -
$50,000
    N/A   N/A  
  BlackRock Limited Duration Income Trust   0   $0     4,117.86   $50,001 -
$100,000
 
  BlackRock Health Sciences Trust   0   $0     582.30   $10,001 -
$50,000
 
  BlackRock Credit Allocation Income Trust   0   $0     4,490.83   $50,001 -
$100,000
 
  BlackRock Enhanced Capital and Income Fund   0   $0     1,455.35   $10,001 -
$50,000
 
  BlackRock Debt Strategies Fund, Inc.   6,044   $50,001 -
$100,000
    N/A   N/A  
  BlackRock Corporate High Yield Fund, Inc.   7,039   $50,001 -
$100,000
    1,979.30   $10,001 -
$50,000
 
  BlackRock MuniAssets Fund, Inc.   864   $10,001 -
$50,000
    N/A   N/A  

 

(1)   

Represents, as of April 30, 2022, the approximate number of share equivalents owned under the deferred compensation plan in the funds in the BlackRock Fixed-Income Complex by certain Independent Board Members who have participated in the deferred compensation plan. Under the deferred compensation plan, BlackRock Enhanced Equity Dividend Trust (BDJ),

 

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BlackRock Limited Duration Income Trust (BLW), BlackRock Credit Allocation Income Trust (BTZ) and BlackRock Enhanced Capital and Income Fund, Inc. (CII) are eligible investments. As of April 30, 2022, Ms. Egan did not participate in the deferred compensation plan.

 

As of April 30, 2022, all Board Members, Board Nominees and executive officers as a group owned less than 1% of the outstanding shares of each Fund which they oversee (or are nominated to oversee), and the Chief Financial Officer of each Fund did not own any shares in the Fund.

 

As of April 30, 2022, none of the Independent Board Members nor their immediate family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock.

 

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Appendix D – Meetings of the Boards

 

During the most recent full fiscal year for each Fund listed in the table below, the Board met the following number of times:

 

Fund Name

  Ticker     Fiscal
Year End(1)
    Number of
Board Meetings
 

BlackRock Taxable Municipal Bond Trust

    BBN       31-Dec       12  

BlackRock Capital Allocation Trust

    BCAT       31-Dec       12  

BlackRock Resources & Commodities Trust

    BCX       31-Dec       12  

BlackRock Enhanced Equity Dividend Trust

    BDJ       31-Dec       12  

BlackRock Municipal Income Trust

    BFK       30-Apr       13  

BlackRock California Municipal Income Trust

    BFZ       31-Jul       12  

BlackRock Energy and Resources Trust

    BGR       31-Dec       12  

BlackRock Floating Rate Income Trust

    BGT       31-Dec       12  

BlackRock Enhanced International Dividend Trust

    BGY       31-Dec       12  

BlackRock Core Bond Trust

    BHK       31-Dec       12  

BlackRock Virginia Municipal Bond Trust

    BHV       31-Aug       12  

BlackRock Innovation and Growth Trust

    BIGZ       31-Dec       10  

BlackRock Multi-Sector Income Trust

    BIT       31-Oct       13  

BlackRock Investment Quality Municipal Trust, Inc.

    BKN       30-Apr       13  

BlackRock Income Trust, Inc.

    BKT       31-Dec       12  

BlackRock Municipal Income Trust II

    BLE       31-Aug       12  

BlackRock Limited Duration Income Trust

    BLW       31-Dec       12  

BlackRock Health Sciences Trust

    BME       31-Dec       12  

BlackRock Health Sciences Trust II

    BMEZ       31-Dec       12  

BlackRock New York Municipal Income Trust

    BNY       31-Jul       12  

BlackRock Enhanced Global Dividend Trust

    BOE       31-Dec       12  

BlackRock Science and Technology Trust

    BST       31-Dec       12  

BlackRock Science and Technology Trust II

    BSTZ       31-Dec       12  

BlackRock Long-Term Municipal Advantage Trust

    BTA       30-Apr       13  

BlackRock Municipal 2030 Target Term Trust

    BTT       31-Jul       12  

BlackRock Credit Allocation Income Trust

    BTZ       31-Dec       12  

BlackRock Utilities, Infrastructure & Power Opportunities Trust

    BUI       31-Dec       12  

BlackRock Municipal Income Quality Trust

    BYM       31-Aug       12  

BlackRock Enhanced Capital and Income Fund, Inc.

    CII       31-Dec       12  

BlackRock Debt Strategies Fund, Inc.

    DSU       31-Dec       12  

BlackRock ESG Capital Allocation Trust

    ECAT       31-Dec       3  

BlackRock Enhanced Government Fund, Inc.

    EGF       31-Dec       12  

BlackRock Floating Rate Income Strategies Fund, Inc.

    FRA       31-Dec       12  

BlackRock Corporate High Yield Fund, Inc.

    HYT       31-Dec       12  

BlackRock Municipal Income Fund, Inc.

    MUI       30-Apr       13  

BlackRock MuniHoldings Fund, Inc.

    MHD       30-Apr       13  

BlackRock MuniHoldings New York Quality Fund, Inc.

    MHN       31-Aug       12  

BlackRock MuniYield Michigan Quality Fund, Inc.

    MIY       31-July       12  

BlackRock MuniYield Quality Fund II, Inc.

    MQT       30-Apr       13  

BlackRock MuniYield Quality Fund, Inc.

    MQY       30-Apr       13  

BlackRock MuniAssets Fund, Inc.

    MUA       30-Apr       13  

BlackRock MuniHoldings California Quality Fund, Inc.

    MUC       31-July       12  

BlackRock MuniHoldings Quality Fund II, Inc.

    MUE       31-July       12  

BlackRock MuniHoldings New Jersey Quality Fund, Inc.

    MUJ       31-July       12  

BlackRock MuniVest Fund, Inc.

    MVF       31-Aug       12  

 

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Fund Name

  Ticker     Fiscal
Year End(1)
    Number of
Board Meetings
 

BlackRock MuniVest Fund II, Inc.

    MVT       30-Apr       13  

BlackRock MuniYield Fund, Inc.

    MYD       30-Apr       13  

BlackRock MuniYield Quality Fund III, Inc.

    MYI       31-July       12  

BlackRock MuniYield New York Quality Fund, Inc.

    MYN       31-July       12  

 

(1)    Information is for the Fund’s most recent fiscal year. On May 20, 2022, the Boards of BlackRock Investment Quality Municipal Trust, Inc. (BKN), BlackRock Long-Term Municipal Advantage Trust (BTA), BlackRock MuniAssets Fund Inc. (MUA), BlackRock Municipal Income Fund, Inc. (MUI), BlackRock Municipal Income Trust (BFK), BlackRock MuniHoldings Fund Inc. (MHD), BlackRock MuniVest Fund II Inc. (MVT), BlackRock MuniYield Fund Inc. (MYD), BlackRock MuniYield Quality Fund II Inc. (MQT), BlackRock MuniYield Quality Fund Inc. (MQY), BlackRock Municipal Income Quality Trust (BYM), BlackRock Municipal Income Trust II (BLE), BlackRock MuniHoldings New York Quality Fund Inc. (MHN), BlackRock MuniVest Fund Inc. (MVF) and BlackRock Virginia Municipal Bond Trust (BHV), respectively, approved a change to the fiscal year end for each Fund to July 31, effective as of July 31, 2022.

 

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Appendix E – Committees of the Boards

 

The business and affairs of each Fund are managed by or under the direction of its Board.

 

Standing Committees. The Board of each Fund has established the following standing committees:

 

Audit Committee. Each Board has a standing Audit Committee composed of Catherine A. Lynch (Chair), Frank J. Fabozzi, Lorenzo A. Flores and J. Phillip Holloman, all of whom are Independent Board Members. Ms. Lynch and Messrs. Fabozzi and Flores have been determined by the Audit Committee and the Board to be Audit Committee Financial Experts. The principal responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibilities relating to the accounting and financial reporting policies and practices of the Fund. The Audit Committee’s responsibilities include, without limitation: (i) approving and recommending to the full Board for approval the selection, retention, termination and compensation of the Fund’s independent registered public accounting firm (the “Independent Registered Public Accounting Firm”) and evaluating the independence and objectivity of the Independent Registered Public Accounting Firm; (ii) approving all audit engagement terms and fees for the Fund; (iii) reviewing the conduct and results of each audit; (iv) reviewing any issues raised by the Fund’s Independent Registered Public Accounting Firm or management regarding the accounting or financial reporting policies and practices of the Fund, its internal controls, and, as appropriate, the internal controls of certain service providers and management’s response to any such issues; (v) reviewing and discussing the Fund’s audited and unaudited financial statements and disclosure in the Fund’s shareholder reports relating to the Fund’s performance; (vi) assisting the Board’s responsibilities with respect to the internal controls of the Fund and its service providers with respect to accounting and financial matters; and (vii) resolving any disagreements between the Fund’s management and the Fund’s Independent Registered Public Accounting Firm regarding financial reporting.

 

A copy of the Audit Committee Charter for each Fund can be found in the “Corporate Governance” section of the BlackRock Closed-End Fund website at www.blackrock.com.

 

Governance Committee. Each Board has a standing Governance Committee composed of W. Carl Kester (Chair), Cynthia L. Egan, J. Phillip Holloman, R. Glenn Hubbard and Catherine A. Lynch, all of whom are Independent Board Members.

 

The principal responsibilities of the Governance Committee are: (i) identifying individuals qualified to serve as Independent Board Members and recommending Board Nominees that are not “interested persons” of the Funds (as defined in the 1940 Act) for election by shareholders or appointment by the Board; (ii) advising the Board with respect to Board composition, procedures and Committees of the Board (other than the Audit Committee); (iii) overseeing periodic self-assessments of the Board and Committees of the Board (other than the Audit Committee); (iv) reviewing and making recommendations with respect to Independent Board Member compensation; (v) monitoring corporate governance matters and making recommendations in respect thereof to the Board; (vi) acting as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to the Independent Board Members; and (vii) reviewing and making recommendations to the Board in respect of Fund share ownership by the Independent Board Members.

 

The Governance Committee of each Board seeks to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so

 

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that the Board will be better suited to fulfill its responsibility of overseeing the Fund’s activities. In so doing, the Governance Committee reviews the size of the Board, the ages of the current Board Members and their tenure on the Board, and the skills, background and experiences of the Board Members in light of the issues facing the Fund in determining whether one or more new Board Members should be added to the Board. The Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance Committee believes that the Board Members as a group possess the array of skills, experiences and backgrounds necessary to guide the Fund. The Board Members’ biographies included in the Proxy Statement highlight the diversity and breadth of skills, qualifications and expertise that the Board Members bring to the Fund.

 

Each Governance Committee may consider nominations for Board Members made by the Fund’s shareholders as it deems appropriate. Under each Fund’s By-laws, shareholders must follow certain procedures to nominate a person for election as a Board Member at an annual or special meeting, or to introduce an item of business at an annual meeting. Under these advance notice procedures, shareholders must submit the proposed nominee or item of business by delivering a notice to the Secretary of the Fund at its principal executive offices. Each Fund must receive notice of a shareholder’s intention to introduce a nomination or proposed item of business for an annual shareholder meeting not less than 120 days nor more than 150 days before the anniversary of the prior year’s annual shareholder meeting. Assuming that the 2023 annual shareholder meeting of a Fund is held within 25 days of July 25, 2023, the Fund must receive notice pertaining to the 2023 annual meeting of shareholders no earlier than Saturday, February 25, 2023 and no later than Monday, March 27, 2023. However, if a Fund holds its 2023 annual shareholder meeting on a date that is not within 25 days before or after July 25, 2023, such Fund must receive the notice of a shareholder’s intention to introduce a nomination or proposed item of business not later than the close of business on the tenth day following the day on which the notice of the date of the shareholder meeting was mailed or the public disclosure of the date of the shareholder meeting was made, whichever comes first.

 

Each Fund’s By-laws provide that notice of a proposed nomination must include certain information about the shareholder and the nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business, and certain other information about the shareholder.

 

Further, each Fund has adopted Board Member qualification requirements which can be found in each Fund’s By-laws and are applicable to all Board Members that may be nominated, elected, appointed, qualified or seated to serve as Board Members. The qualification requirements may include: (i) age limits; (ii) limits on service on other boards; (iii) restrictions on relationships with investment advisers other than BlackRock; and (iv) character and fitness requirements. In addition to not being an “interested person” of the Fund as defined under Section 2(a)(19) of the 1940 Act, each Independent Board Member may not be or have certain relationships with a shareholder owning five percent or more of the Fund’s voting securities or owning other percentage ownership interests in investment companies registered under the 1940 Act. Reference is made to each Fund’s By-laws for more details.

 

A copy of the Governance Committee Charter for each Fund can be found in the “Corporate Governance” section of the BlackRock Closed-End Fund website at www.blackrock.com.

 

Compliance Committee. Each Fund has a Compliance Committee composed of Cynthia L. Egan (Chair), Stayce D. Harris, R. Glenn Hubbard and W. Carl Kester, all of whom are Independent Board Members. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility with respect to the oversight of regulatory and fiduciary compliance matters involving the Fund, the

 

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fund-related activities of BlackRock, and any sub-advisers and the Fund’s other third party service providers. The Compliance Committee’s responsibilities include, without limitation: (i) overseeing the compliance policies and procedures of the Fund and its service providers and recommending changes or additions to such policies and procedures; (ii) reviewing information on and, where appropriate, recommending policies concerning the Fund’s compliance with applicable law; (iii) reviewing information on any significant correspondence with or other actions by regulators or governmental agencies with respect to the Fund and any employee complaints or published reports that raise concerns regarding compliance matters; and (iv) reviewing reports from, overseeing the annual performance review of, and making certain recommendations in respect of the CCO, including, without limitation, determining the amount and structure of the CCO’s compensation. Each Board has adopted a written charter for the Board’s Compliance Committee.

 

Performance Oversight Committee. Each Fund has a Performance Oversight Committee composed Frank J. Fabozzi (Chair), Cynthia L. Egan, Lorenzo A. Flores, Stayce D. Harris, J. Phillip Holloman, R. Glenn Hubbard, W. Carl Kester and Catherine A. Lynch, all of whom are Independent Board Members. The Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee the Fund’s investment performance relative to the Fund’s investment objective(s), policies and practices. The Performance Oversight Committee’s responsibilities include, without limitation: (i) reviewing the Fund’s investment objective(s), policies and practices; (ii) recommending to the Board any required action in respect of changes in fundamental and non-fundamental investment restrictions; (iii) reviewing information on appropriate benchmarks and competitive universes; (iv) reviewing the Fund’s investment performance relative to such benchmarks; (v) reviewing information on unusual or exceptional investment matters; (vi) reviewing whether the Fund has complied with its investment policies and restrictions; and (vii) overseeing policies, procedures and controls regarding valuation of the Fund’s investments. Each Board has adopted a written charter for the Board’s Performance Oversight Committee.

 

Executive Committee. Each Fund has an Executive Committee composed of R. Glenn Hubbard (Chair) and W. Carl Kester, both of whom are Independent Board Members, and John M. Perlowski, who serves as an interested Board Member. The principal responsibilities of the Executive Committee include, without limitation: (i) acting on routine matters between meetings of the Board; (ii) acting on such matters as may require urgent action between meetings of the Board; and (iii) exercising such other authority as may from time to time be delegated to the Executive Committee by the Board. Each Board has adopted a written charter for the Board’s Executive Committee.

 

The Boards currently oversee the Funds’ usage of leverage, including the Funds’ incurrence, refinancing and maintenance of leverage and, to the extent necessary or appropriate, authorize or approve the execution of documentation in respect thereto. The Executive Committee has authority to make any such authorizations or approvals that are required between regular meetings of the Boards.

 

Ad Hoc Committee. In addition to the standing committees, the Board of each Fund has established the following ad hoc committee:

 

Discount Sub-Committee. Each Board has an ad hoc Discount Sub-Committee composed of Catherine A. Lynch (Chair), Cynthia L. Egan, Frank J. Fabozzi and W. Carl Kester, all of whom are Independent Board Members. The Discount Sub-Committee is responsible for performing a study of all aspects of market discounts for the Funds’ share prices, with an emphasis on (i) defining the drivers of discounts, (ii) identifying potential solutions and (iii) implementing remedial action plans.

 

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Each Audit Committee, Governance Committee, Compliance Committee, Performance Oversight Committee, Executive Committee and Discount Sub-Committee met the following number of times for each Fund’s most recent fiscal year:

 

Ticker

   Fiscal Year
End(1)
     Number of
Audit
Committee
Meetings
     Number of
Governance
Committee
Meetings
     Number of
Compliance
Committee
Meetings
     Number of
Performance
Oversight
Committee
Meetings
     Number of
Executive
Committee
Meetings
     Number of
Discount
Sub-Committee
Meetings
 

BBN

     31-Dec        12        7        4        4        0        0  

BCAT

     31-Dec        12        7        4        4        0        0  

BCX

     31-Dec        12        7        4        4        0        0  

BDJ

     31-Dec        12        7        4        4        0        0  

BFK

     30-Apr        12        7        4        4        0        0  

BFZ

     31-Jul        12        7        4        4        0        1  

BGR

     31-Dec        12        7        4        4        0        0  

BGT

     31-Dec        12        7        4        4        0        0  

BGY

     31-Dec        12        7        4        4        0        0  

BHK

     31-Dec        12        7        4        4        0        0  

BHV

     31-Aug        12        5        4        4        0        0  

BIGZ

     31-Dec        9        6        3        3        0        0  

BIT

     31-Oct        12        5        4        4        0        0  

BKN

     30-Apr        12        7        4        4        0        0  

BKT

     31-Dec        12        7        4        4        0        0  

BLE

     31-Aug        12        5        4        4        0        0  

BLW

     31-Dec        12        7        4        4        0        0  

BME

     31-Dec        12        7        4        4        0        0  

BMEZ

     31-Dec        12        7        4        4        0        0  

BNY

     31-Jul        12        7        4        4        0        1  

BOE

     31-Dec        12        7        4        4        0        0  

BST

     31-Dec        12        7        4        4        0        0  

BSTZ

     31-Dec        12        7        4        4        0        0  

BTA

     30-Apr        12        7        4        4        0        0  

BTT

     31-Jul        12        7        4        4        0        1  

BTZ

     31-Dec        12        7        4        4        0        0  

BUI

     31-Dec        12        7        4        4        0        0  

BYM

     31-Aug        12        5        4        4        0        0  

CII

     31-Dec        12        7        4        4        0        0  

DSU

     31-Dec        12        7        4        4        0        0  

ECAT

     31-Dec        3        3        1        1        0        0  

EGF

     31-Dec        12        7        4        4        0        0  

FRA

     31-Dec        12        7        4        4        0        0  

HYT

     31-Dec        12        7        4        4        0        0  

MHD

     30-Apr        12        7        4        4        0        0  

MHN

     31-Aug        12        5        4        4        0        0  

MIY

     31-July        12        7        4        4        0        1  

MQT

     30-Apr        12        7        4        4        0        0  

MQY

     30-Apr        12        7        4        4        0        0  

MUA

     30-Apr        12        7        4        4        0        0  

MUC

     31-July        12        7        4        4        0        1  

MUE

     31-July        12        7        4        4        0        1  

MUI

     30-Apr        12        7        4        4        0        0  

MUJ

     31-July        12        7        4        4        0        1  

 

E-4


Table of Contents

Ticker

   Fiscal Year
End(1)
     Number of
Audit
Committee
Meetings
     Number of
Governance
Committee
Meetings
     Number of
Compliance
Committee
Meetings
     Number of
Performance
Oversight
Committee
Meetings
     Number of
Executive
Committee
Meetings
     Number of
Discount
Sub-Committee
Meetings
 

MVF

     31-Aug        12        5        4        4        0        0  

MVT

     30-Apr        12        7        4        4        0        0  

MYD

     30-Apr        12        7        4        4        0        0  

MYI

     31-July        12        7        4        4        0        1  

MYN

     31-July        12        7        4        4        0        1  

 

(1)    Information is for the Fund’s most recent fiscal year. On May 20, 2022, the Boards of BlackRock Investment Quality Municipal Trust, Inc. (BKN), BlackRock Long-Term Municipal Advantage Trust (BTA), BlackRock MuniAssets Fund Inc. (MUA), BlackRock Municipal Income Fund, Inc. (MUI), BlackRock Municipal Income Trust (BFK), BlackRock MuniHoldings Fund Inc. (MHD), BlackRock MuniVest Fund II Inc. (MVT), BlackRock MuniYield Fund Inc. (MYD), BlackRock MuniYield Quality Fund II Inc. (MQT), BlackRock MuniYield Quality Fund Inc. (MQY), BlackRock Municipal Income Quality Trust (BYM), BlackRock Municipal Income Trust II (BLE), BlackRock MuniHoldings New York Quality Fund Inc. (MHN), BlackRock MuniVest Fund Inc. (MVF) and BlackRock Virginia Municipal Bond Trust (BHV), respectively, approved a change to the fiscal year end for each Fund to July 31, effective as of July 31, 2022.

 

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Table of Contents

Appendix F – Information Pertaining to the Executive Officers of the Funds

 

The executive officers of each Fund, their address, their year of birth and their principal occupations during the past five years (their titles may have varied during that period) are shown in the table below. Each executive officer is an “interested person” of the Funds (as defined in the 1940 Act) by virtue of that individual’s position with BlackRock or its affiliates described in the table below.

 

Name, Address
and Year of Birth(1)

 

Position(s)
Held
with Fund

 

Term of Office
and Length of
Time Served

 

Principal Occupations(s)
During Past 5 Years

John M. Perlowski

 

1964

  Director/Trustee, President and Chief Executive Officer   Annual (President and Chief Executive Officer); Director/Trustee since 2014; President and Chief Executive Officer since 2011   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.

Jonathan Diorio

 

1980

  Vice President   Annual;
Since 2015
  Managing Director of BlackRock, Inc. since 2015; Director of BlackRock, Inc. from 2011 to 2015.

Trent Walker

 

1974

  Chief Financial Officer   Annual;
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   Annual;
Since 2007
  Managing Director of BlackRock, Inc. since 2007.

Charles Park

 

1967

  Chief Compliance Officer (“CCO”)   Annual;
Since 2014
  Anti-Money Laundering Compliance Officer for certain BlackRock-advised funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.

Janey Ahn

 

1975

  Secretary   Annual;
Since 2012
  Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017.

 

(1)    The address of each executive officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055.

 

With the exception of the CCO, executive officers receive no compensation from the Funds. The Funds compensate the CCO for his services as their CCO.

 

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Table of Contents

Appendix G – Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees

to Independent Registered Public Accountants

 

Audit Fees and Audit-Related Fees

 

          Audit Fees    Audit-Related Fees

Fund

   Fiscal Year
End (1)
   Most Recent
Fiscal Year ($)
   Prior Fiscal
Year to Most
Recent Fiscal
Year ($)
   Most Recent
Fiscal Year ($)
   Prior Fiscal
Year to Most
Recent Fiscal
Year ($)

BBN

   31-Dec    30,870    34,643    4,000    2,850

BCAT

   31-Dec    74,235    67,500    0    0

BCX

   31-Dec    41,107    42,330    0    0

BDJ

   31-Dec    36,158    37,230    0    0

BFK

   30-Apr    35,653    36,720    0    0

BFZ

   31-Jul    30,805    31,722    0    0

BGR

   31-Dec    36,158    37,230    0    0

BGT

   31-Dec    69,286    72,828    0    0

BGY

   31-Dec    49,086    50,592    0    0

BHK

   31-Dec    74,336    76,602    0    0

BHV

   31-Aug    18,685    19,278    0    0

BIGZ (2)

   31-Dec    36,966    N/A    0    N/A

BIT

   31-Oct    63,731    65,688    0    0

BKN

   30-Apr    32,017    32,946    0    0

BKT

   31-Dec    39,592    62,016    0    0

BLE

   31-Aug    32,421    33,456    9,788    0

BLW

   31-Dec    74,235    72,420    0    0

BME

   31-Dec    41,107    42,330    4,000    4,000

BMEZ

   31-Dec    41,107    38,097    0    0

BNY

   31-Jul    30,502    31,416    17,620    0

BOE

   31-Dec    49,086    50,592    0    0

BST

   31-Dec    41,107    42,330    4,000    4,000

BSTZ

   31-Dec    36,158    37,230    0    0

BTA

   30-Apr    32,017    32,946    0    0

BTT

   31-Jul    31,411    32,334    0    0

BTZ

   31-Dec    42,824    44,166    0    0

BUI

   31-Dec    36,158    37,230    4,000    4,000

BYM

   31-Aug    32,421    33,456    0    0

CII

   31-Dec    36,158    37,230    0    0

DSU

   31-Dec    74,235    83,752    0    0

ECAT (3)

   31-Dec    67,473    N/A    0    N/A

EGF

   31-Dec    35,451    36,516    0    0

FRA

   31-Dec    69,286    72,624    0    0

HYT

   31-Dec    79,184    92,106    0    0

MHD

   30-Apr    35,653    36,720    0    0

MHN

   31-Aug    35,653    36,720    0    0

MIY

   31-July    35,653    36,720    0    0

MQT

   30-Apr    35,653    36,720    0    0

MQY

   30-Apr    35,653    36,720    0    0

MUA

   30-Apr    30,199    31,110    8,000    4,000

MUC

   31-July    35,653    36,720    0    0

MUE

   31-July    35,653    36,720    0    0

MUI

   30-Apr    35,653    36,720    0    0

 

G-1


Table of Contents
          Audit Fees    Audit-Related Fees

Fund

   Fiscal Year
End (1)
   Most Recent
Fiscal Year ($)
   Prior Fiscal
Year to Most
Recent Fiscal
Year ($)
   Most Recent
Fiscal Year ($)
   Prior Fiscal
Year to Most
Recent Fiscal
Year ($)

MUJ

   31-July    35,653    36,720    0    0

MVF

   31-Aug    35,653    36,720    0    0

MVT

   30-Apr    35,653    36,720    0    0

MYD

   30-Apr    35,653    36,720    0    0

MYI

   31-July    35,653    36,720    0    0

MYN

   31-July    35,653    36,720    0    0

 

(1)   On May 20, 2022, the Boards of BlackRock Investment Quality Municipal Trust, Inc. (BKN), BlackRock Long-Term Municipal Advantage Trust (BTA), BlackRock MuniAssets Fund Inc. (MUA), BlackRock Municipal Income Fund, Inc. (MUI), BlackRock Municipal Income Trust (BFK), BlackRock MuniHoldings Fund Inc. (MHD), BlackRock MuniVest Fund II Inc. (MVT), BlackRock MuniYield Fund Inc. (MYD), BlackRock MuniYield Quality Fund II Inc. (MQT), BlackRock MuniYield Quality Fund Inc. (MQY), BlackRock Municipal Income Quality Trust (BYM), BlackRock Municipal Income Trust II (BLE), BlackRock MuniHoldings New York Quality Fund Inc. (MHN), BlackRock MuniVest Fund Inc. (MVF) and BlackRock Virginia Municipal Bond Trust (BHV), respectively, approved a change to the fiscal year end for each Fund to July 31, effective as of July 31, 2022.
(2)   Commenced operations March 29, 2021.
(3)   Commenced operations September 27, 2021.

 

Tax Fees and All Other Fees

 

          Tax Fees(2)    All Other Fees(3)

Fund

   Fiscal Year
End (1)
   Most Recent
Fiscal Year ($)
  Prior Fiscal
Year to Most
Recent Fiscal
Year ($)
   Most Recent
Fiscal Year ($)
   Prior Fiscal
Year to Most
Recent Fiscal
Year ($)

BBN

   31-Dec    7,450   14,900    207    0

BCAT

   31-Dec    20,000   20,000    0    0

BCX

   31-Dec    17,200 (3)   17,000    207    0

BDJ

   31-Dec    18,400 (3)   17,400    207    0

BFK

   30-Apr    20,400   20,400    0    0

BFZ

   31-Jul    14,500   14,500    207    0

BGR

   31-Dec    16,200 (4)   16,000    207    0

BGT

   31-Dec    14,100   14,100    207    0

BGY

   31-Dec    17,000 (4)   17,400    207    0

BHK

   31-Dec    15,400   15,400    207    0

BHV

   31-Aug    7,200   7,200    207    0

BIGZ (5)

   31-Dec    14,600   N/A    0    N/A

BIT

   31-Oct    14,900   14,900    207    0

BKN

   30-Apr    6,500   6,500    0    0

BKT

   31-Dec    6,500   6,500    207    0

BLE

   31-Aug    33,200 (6)   13,500    207    0

BLW

   31-Dec    16,400   16,400    207    0

BME

   31-Dec    18,400 (4)   17,400    207    0

BMEZ

   31-Dec    23,800 (8)   14,600    207    0

BNY

   31-Jul    29,600 (7)   11,700    207    0

BOE

   31-Dec    17,000 (4)   17,400    207    0

BST

   31-Dec    18,400 (4)   17,400    207    0

BSTZ

   31-Dec    18,200 (8)   14,600    207    0

BTA

   30-Apr    10,700   10,700    0    0

BTT

   31-Jul    13,000   13,000    207    0

BTZ

   31-Dec    21,300   21,300    207    0

 

G-2


Table of Contents
          Tax Fees(2)   All Other Fees(3)

Fund

   Fiscal Year
End (1)
   Most Recent
Fiscal Year ($)
  Prior Fiscal
Year to Most
Recent Fiscal
Year ($)
  Most Recent
Fiscal Year ($)
   Prior Fiscal
Year to Most
Recent Fiscal
Year ($)

BUI

   31-Dec    18,400 (4)   17,400   207    0

BYM

   31-Aug    14,900   14,900   207    0

CII

   31-Dec    18,400 (4)   17,400   207    0

DSU

   31-Dec    14,900   14,900   207    0

ECAT (9)

   31-Dec    21,600   N/A   0    N/A

EGF

   31-Dec    10,700   10,700   207    0

FRA

   31-Dec    12,700   12,700   207    0

HYT

   31-Dec    33,564 (8)   44,540 (8)   207    0

MHD

   30-Apr    13,000   13,000   0    0

MHN

   31-Aug    17,900   17,900   207    0

MIY

   31-July    13,000   13,000   207    0

MQT

   30-Apr    13,000   13,000   0    0

MQY

   30-Apr    16,900   16,900   0    0

MUA

   30-Apr    12,000   12,000   0    0

MUC

   31-July    20,900   20,900   207    0

MUE

   31-July    14,000   14,000   207    0

MUI

   30-Apr    19,900   19,900   0    0

MUJ

   31-July    14,000   14,000   207    0

MVF

   31-Aug    21,300   21,300   207    0

MVT

   30-Apr    14,000   14,000   0    0

MYD

   30-Apr    21,800   21,800   0    0

MYI

   31-July    28,800   28,800   207    0

MYN

   31-July    20,900   20,900   207    0

 

(1)   On May 20, 2022, the Boards of BlackRock Investment Quality Municipal Trust, Inc. (BKN), BlackRock Long-Term Municipal Advantage Trust (BTA), BlackRock MuniAssets Fund Inc. (MUA), BlackRock Municipal Income Fund, Inc. (MUI), BlackRock Municipal Income Trust (BFK), BlackRock MuniHoldings Fund Inc. (MHD), BlackRock MuniVest Fund II Inc. (MVT), BlackRock MuniYield Fund Inc. (MYD), BlackRock MuniYield Quality Fund II Inc. (MQT), BlackRock MuniYield Quality Fund Inc. (MQY), BlackRock Municipal Income Quality Trust (BYM), BlackRock Municipal Income Trust II (BLE), BlackRock MuniHoldings New York Quality Fund Inc. (MHN), BlackRock MuniVest Fund Inc. (MVF) and BlackRock Virginia Municipal Bond Trust (BHV), respectively, approved a change to the fiscal year end for each Fund to July 31, effective as of July 31, 2022.
(2)   All Tax Fees consist solely of fees relating to services provided for tax compliance and/or tax preparation.
(3)   The Other Fees represent each Fund’s allocable share of the fees paid for issuance of Compliance Attestation Reports pursuant to Rule 38a-1. While the amount paid by the Funds is allocated evenly across all Funds in existence during the period when the applicable services were performed, such amount is not reflected for those Funds whose fiscal year ended prior to the invoice for the services being received.
(4)   Current fiscal year tax fees were updated to include a total of $27,000 for services related to transaction-based reviews of Fund holdings and/or tax compliance services for the following Funds: $1,600 (BCX); $3,800 (BDJ); $1,600 (BGR); $2,400 (BGY); $3,800 (BME); $2,400 (BOE); $3,800 (BST); $3,800 (BUI); and $3,800 (CII).
(5)   Commenced operations March 29, 2021.
(6)   Includes tax compliance and/or tax preparation fees for BlackRock Municipal Income Trust II (BLE) ($13,500) as well as for BlackRock MuniYield Investment Quality Fund ($10,500) and BlackRock Municipal Income Investment Trust ($9,200), each of which reorganized into BLE in April 2021. These fees were paid by BLE as the surviving entity of the reorganizations.
(7)   Includes tax compliance and/or tax preparation fees for BlackRock New York Municipal Income Trust (BNY) ($11,700) as well as for BlackRock New York Municipal Income Trust II ($8,700) and BlackRock New York Municipal Income Quality Trust ($9,200), each of which reorganized into BNY in April 2021. These fees were paid by BNY as the surviving entity of the reorganizations.
(8)   Includes fees for the Fund and the Fund’s subsidiary or subsidiaries.
(9)   Commenced operations September 27, 2021.

 

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Table of Contents

Aggregate Non-Audit Fees for Services Provided to Each Fund and its Affiliated Service Providers Pre-Approved by the Audit Committee:

 

          Aggregate Non-Audit Fees
for Pre-Approved Services to Each Fund and its
Affiliated Service Provider*

Fund

   Fiscal Year
End (1)
   Most Recent
Fiscal Year ($)
  Prior Fiscal
Year to Most
Recent Fiscal
Year ($)

BBN

   31-Dec    11,657   17,750

BCAT

   31-Dec    20,000   20,000

BCX

   31-Dec    17,407   17,000

BDJ

   31-Dec    18,607   17,400

BFK

   30-Apr    20,400   20,400

BFZ

   31-Jul    14,707   14,500

BGR

   31-Dec    16,407   16,000

BGT

   31-Dec    14,307   14,100

BGY

   31-Dec    17,207   17,400

BHK

   31-Dec    15,607   15,400

BHV

   31-Aug    7,407   7,200

BIGZ (2)

   31-Dec    14,600   N/A

BIT

   31-Oct    15,107   14,900

BKN

   30-Apr    6,500   6,500

BKT

   31-Dec    6,707   6,500

BLE

   31-Aug    43,195 (3)   13,500

BLW

   31-Dec    16,607   16,400

BME

   31-Dec    22,607   21,400

BMEZ

   31-Dec    24,007 (5)   14,600

BNY

   31-Jul    47,427 (4)   11,700

BOE

   31-Dec    17,207   17,400

BST

   31-Dec    22,607   21,400

BSTZ

   31-Dec    18,407 (5)   14,600

BTA

   30-Apr    10,700   10,700

BTT

   31-Jul    13,207   13,000

BTZ

   31-Dec    21,507   21,300

BUI

   31-Dec    22,607   21,400

BYM

   31-Aug    15,107   14,900

CII

   31-Dec    18,607   17,400

DSU

   31-Dec    15,107   14,900

ECAT (6)

   31-Dec    21,600   N/A

EGF

   31-Dec    10,907   10,700

FRA

   31-Dec    12,907   12,700

HYT

   31-Dec    33,771 (5)   44,540 (5)

MHD

   30-Apr    13,000   13,000

MHN

   31-Aug    18,107   17,900

MIY

   31-July    13,207   13,000

MQT

   30-Apr    13,000   13,000

MQY

   30-Apr    16,900   16,900

MUA

   30-Apr    20,000   16,000

MUC

   31-July    21,107   20,900

MUE

   31-July    14,207   14,000

MUI

   30-Apr    19,900   19,900

 

G-4


Table of Contents
          Aggregate Non-Audit Fees
for Pre-Approved Services to Each Fund and its
Affiliated Service Provider*

Fund

   Fiscal Year
End (1)
   Most Recent
Fiscal Year ($)
   Prior Fiscal
Year to Most
Recent Fiscal
Year ($)

MUJ

   31-July    14,207    14,000

MVF

   31-Aug    21,507    21,300

MVT

   30-Apr    14,000    14,000

MYD

   30-Apr    21,800    21,800

MYI

   31-July    29,007    28,800

MYN

   31-July    21,107    20,900

 

*   Reflects the sum of the fees shown above under “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” with respect to each Fund. Non-audit fees of $2,032,000 and $1,984,000 for the calendar years ended December 31, 2021 and December 31, 2020, respectively, were also paid in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of each Fund and of other BlackRock open-end and closed-end funds primarily for a service organization controls review and, secondarily, a subscription to the Deloitte Accounting Research Tool. Those amounts represent the aggregate fees paid by BlackRock and were not specifically allocated on a per fund basis.
(1)    On May 20, 2022, the Boards of BlackRock Investment Quality Municipal Trust, Inc. (BKN), BlackRock Long-Term Municipal Advantage Trust (BTA), BlackRock MuniAssets Fund Inc. (MUA), BlackRock Municipal Income Fund, Inc. (MUI), BlackRock Municipal Income Trust (BFK), BlackRock MuniHoldings Fund Inc. (MHD), BlackRock MuniVest Fund II Inc. (MVT), BlackRock MuniYield Fund Inc. (MYD), BlackRock MuniYield Quality Fund II Inc. (MQT), BlackRock MuniYield Quality Fund Inc. (MQY), BlackRock Municipal Income Quality Trust (BYM), BlackRock Municipal Income Trust II (BLE), BlackRock MuniHoldings New York Quality Fund Inc. (MHN), BlackRock MuniVest Fund Inc. (MVF) and BlackRock Virginia Municipal Bond Trust (BHV), respectively, approved a change to the fiscal year end for each Fund to July 31, effective as of July 31, 2022.
(2)   Commenced operations March 29, 2021.
(3)   Includes tax compliance and/or tax preparation fees for BlackRock Municipal Income Trust II (BLE) ($13,500) as well as for BlackRock MuniYield Investment Quality Fund ($10,500) and BlackRock Municipal Income Investment Trust ($9,200), each of which reorganized into BLE in April 2021. These fees were paid by BLE as the surviving entity of the reorganizations.
(4)   Includes tax compliance and/or tax preparation fees for BlackRock New York Municipal Income Trust (BNY) ($11,700) as well as for BlackRock New York Municipal Income Trust II ($8,700) and BlackRock New York Municipal Income Quality Trust ($9,200), each of which reorganized into BNY in April 2021. These fees were paid by BNY as the surviving entity of the reorganizations.
(5)   Includes fees for the Fund and the Fund’s subsidiary or subsidiaries.
(6)   Commenced operations September 27, 2021.

 

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Table of Contents

Appendix H – 5% Beneficial Share Ownership

 

To the best knowledge of each Fund, based on filings made on or before April 30, 2022 (unless otherwise indicated), the following persons beneficially owned more than 5% of the outstanding shares of the class of the Funds indicated as of April 30, 2022 (unless otherwise indicated):

 

Fund

  

Investor

  

Address

   Common
Shares
Held
   Common
Shares %
Held
  Preferred
Shares
Held
   Preferred
Shares %
Held

BFK

   JPMorgan Chase Bank, National Association    1111 Polaris Parkway, Columbus Ohio 43240         VMTP:

2,708

   VMTP:

100.00%

BHV

   The Toronto-Dominion Bank   

31 West 52nd Street

New York, NY 10019

        VRDP:

116

   VRDP:

100.00%

BFZ

   Wells Fargo & Company (1)    420 Montgomery Street, San Francisco, CA 94163         VMTP:

1,713

   VMTP:

100.00%

   Karpus Investment Management   

183 Sully’s Trail

Pittsford, NY 14534

   4,770,314    15.22%     

BCX

   Wells Fargo & Company (2)    420 Montgomery Street, San Francisco, CA 94163    5,190,265    5.88%     

BGR

   First Trust Portfolios L.P. (3)   

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

   1,898,847    6.52%     

BGT

   First Trust Portfolios L.P. (3)   

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

   1,599,049    7.15%     

BGY

   Morgan Stanley (4)    1585 Broadway
New York, NY 10036
   10,804,924    10.40%     
   First Trust Portfolios L.P. (3)   

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

   7,136,965    6.85%     

BKN

   Sakharam D. Mahurkar—Trustee    2768 Palm Springs Lane Aurora, Illinois 60502    2,000,000    11.65%     
   JPMorgan Chase Bank, National Association    1111 Polaris Parkway, Columbus Ohio 43240         VMTP:

1,259

   VMTP:

100.00%

BKT

   Sit Investment Associates, Inc.    3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402    5,801,271    9.08%     

BLE

   JPMorgan Chase Bank, National Association    1111 Polaris Parkway, Columbus, OH 43240         VMTP:

3,027

   VMTP:

100.00%

BLW

   Morgan Stanley (4)    1585 Broadway New York, NY 10036    3,376,132    9.50%     

BME

   Nova R Wealth, Inc.    6711 West 121st Street Overland Park, KS 66209    582,784    5.37%     

BMEZ

   Morgan Stanley (4)    1585 Broadway New York, NY 10036    6,527,110    5.80%     

BNY

   First Trust Portfolios L.P. (3)   

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

   1,259,781    5.11%     
   Bank of America Corporation (5)    100 North Tryon Street Charlotte, North Carolina 28255         VRDP:

1,794

   VRDP:

100.00%

BOE

   Morgan Stanley (4)    1585 Broadway New York, NY 10036    5,543,497    8.70%     
   Morgan Stanley (8)    1585 Broadway New York, NY 10036    4,448,545    7.00%     

 

H-1


Table of Contents

Fund

  

Investor

  

Address

   Common
Shares
Held
   Common
Shares %
Held
  Preferred
Shares
Held
   Preferred
Shares %
Held

BSTZ

   Morgan Stanley (4)    1585 Broadway New York, NY 10036    5,593,278    7.20%     

BTA

   First Trust Portfolios L.P. (3)   

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

   1,846,345    13.74%     
   Bank of America Corporation (5)    100 North Tryon Street Charlotte, North Carolina 28255         VRDP:

760

   VRDP:

100.00%

BTT

   Wells Fargo & Company (1)    420 Montgomery Street, San Francisco, CA 94163         RVMTP:

150

   RVMTP:

100.00%

BTZ

   Bank of America Corporation    100 North Tryon Street Charlotte, North Carolina 28255    4,689,575    5.00%     

BYM

   Morgan Stanley (4)    1585 Broadway New York, NY 10036    1,837,071    7.00%     
   JPMorgan Chase Bank, National Association    1111 Polaris Parkway, Columbus Ohio 43240         VMTP:

1,372

   VMTP:

100.00%

DSU

   Morgan Stanley (3)    1585 Broadway New York, NY 10036    4,103,989    8.80%     
   First Trust Portfolios L.P. (3)   

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

   2,607,984    5.60%     

EGF

   Sit Investment Associates, Inc. (6)    3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402    1,658,146    40.02%     
   1607 Capital Partners, LLC (7)   

13 S. 13th Street, Suite 400

Richmond, Virginia 23219

   903,783    21.80%     
   Relative Value Partners Group, LLC    1033 Skokie BLVD. Suite 470 Northbrook, IL 60062    431,127    5.97%     

FRA

   First Trust Portfolios L.P. (3)   

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

   2,455,964    6.97%     
   Relative Value Partners Group, LLC    1033 Skokie BLVD. Suite 470 Northbrook, IL 60062    2,151,101    5.78%     

MHD

   JPMorgan Chase Bank, National Association    1111 Polaris Parkway, Columbus Ohio 43240         VMTP:
3,478
   VMTP:
100%

MHN

   Bank of America Corporation (5)    100 North Tryon Street Charlotte, North Carolina 28255         VRDP:
2,436
   VRDP:
100%

MIY

   The Toronto-Dominion Bank   

31 West 52nd Street

New York, NY 10019

        VRDP:
2,319
   VRDP:
100%

MQT

   MacKay Shields LLC   

1345 Avenue of Americas

New York, NY 10105

   1,216,218    5.38%     
   JPMorgan Chase Bank, National Association    1111 Polaris Parkway, Columbus Ohio 43240         VMTP:
1,165
   VMTP:
100%

MQY

   Wells Fargo & Company (1)    420 Montgomery Street, San Francisco, CA 94163         VRDP:
4,503
   VRDP:
100%

MUA

   Bank of America Corporation (5)    100 North Tryon Street Charlotte, North Carolina 28255         VRDP:
1,750
   VRDP:
100%

MUC

   Wells Fargo & Company (1)    420 Montgomery Street, San Francisco, CA 94163         5,264    100%

 

H-2


Table of Contents

Fund

  

Investor

  

Address

   Common
Shares
Held
   Common
Shares %
Held
  Preferred
Shares
Held
   Preferred
Shares %
Held

MUE

   Morgan Stanley (4)    1585 Broadway New York, NY 10036    1,614,736    7.20%     
   JPMorgan Chase Bank, National Association    1111 Polaris Parkway, Columbus Ohio 43240         VMTP:
1,310
   VMTP:
100%

MUI

   Eaton Vance Management   

2 InternationalPlace

Boston, MA 02110

   4,982,183    13.01%     
   Morgan Stanley (8)    1585 Broadway New York, NY 10036    4,346,426    11.30%     
   Bank of America Corporation (5)    100 North Tryon Street Charlotte, North Carolina 28255         VMTP:
5,617
   VMTP:
100%

MUJ

   Bank of America Corporation (5)    100 North Tryon Street Charlotte, North Carolina 28255         VRDP:
4,171
   VRDP:
100%

MVF

   JPMorgan Chase Bank, National Association    1111 Polaris Parkway, Columbus Ohio 43240         VMTP:
2,438
   VMTP:
100%

MVT

   JPMorgan Chase Bank, National Association    1111 Polaris Parkway, Columbus Ohio 43240         VMTP:
1,400
   VMTP:
100%

MYD

   Bank of America Corporation (5)    100 North Tryon Street Charlotte, North Carolina 28255         VRDP:
2,514
   VRDP:
100%

MYI

   Morgan Stanley (8)    1585 Broadway New York, NY 10036    3,569,746    5.20%     
   The Toronto-Dominion Bank   

31 West 52nd Street

New York, NY 10019

        VRDP:
3,564
   VRDP:
100%

MYN

   The Toronto-Dominion Bank   

31 West 52nd Street

New York, NY 10019

        VRDP:
2,477
   VRDP:
100%

 

(1)    Wells Fargo & Company filed a Schedule 13G on its own behalf and on the behalf of the following subsidiaries: Wells Fargo Bank, National Association. According to the Schedule 13G, aggregate beneficial ownership reported by Wells Fargo & Company is on a consolidated basis and includes any beneficial ownership separately reported on the Schedule 13G by a subsidiary.
(2)    Wells Fargo & Company filed a Schedule 13G on its own behalf and on the behalf of the following subsidiaries: Wells Fargo Bank, National Association; Wells Fargo Advisors Financial Network, LLC; and Wells Fargo Clearing Services, LLC. According to the Schedule 13G, aggregate beneficial ownership reported by Wells Fargo & Company is on a consolidated basis and includes any beneficial ownership separately reported on the Schedule 13G by a subsidiary.
(3)    First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their Schedule 13G jointly and did not differentiate holdings as to each entity.
(4)    Morgan Stanley filed a Schedule 13G jointly with Morgan Stanley Smith Barney LLC. According to this Schedule 13G, these common shares include common shares being reported on by Morgan Stanley as a parent holding company and such common shares reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Smith Barney LLC, a wholly owned subsidiary of Morgan Stanley.
(5)    Bank of America Corporation and Banc of America Preferred Funding Corporation filed their Schedule 13D jointly. According to the Schedule 13D, Bank of America Corporation and Banc of America Preferred Funding Corporation each own 100%.
(6)    Sit Investment Associates, Inc. (“SIA”) and Sit Fixed Income Advisors II, LLC (“SFI”), each registered investment advisers, jointly filed a Schedule 13D/A. According to the Schedule 13D/A, Roger J. Sit, chairman and CEO of SIA and SFI, and Ronald D. Sit, director and vice president of SIA, may be deemed to beneficially own the Fund shares held in SIA and SFI client accounts.
(7)    1607 Capital Partners, LLC filed a Schedule 13G jointly with The Walt Disney Company Retirement Plan Master Trust. According to the Schedule 13G, 1607 Capital Partners, LLC, an investment adviser, is the beneficial owner of the shares based on having voting power and investment power. The Walt Disney Company Retirement Plan Master Trust is a client of 1607 Capital Partners, LLC and is the beneficial owner of shares solely due to being able to terminate without condition the investment management agreement with 1607 Capital Partners, LLC in less than sixty days.
(8)    Morgan Stanley filed a Schedule 13G jointly with Parametric Portfolio Associates LLC. According to this Schedule 13G, these common shares include common shares being reported on by Morgan Stanley as a parent holding company and such common shares reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Parametric Portfolio Associates LLC, a wholly owned subsidiary of Morgan Stanley.

 

H-3


Table of Contents

 

 

 

 

 

 

CEC4-0722


Table of Contents

LOGO

EVERY SHAREHOLDER’S VOTE IS IMPORTANT! EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope VIRTUAL MEETING at the following Website www.meetnow.global/MJU4PLZ on July 25, 2022 at 10:00 a.m. Eastern Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY BLACKROCK CLOSED-END FUNDS JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 2022 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES COMMON SHARES The undersigned hereby appoints Jay M. Fife, Jonathan Diorio and Paul Mickle, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the shares of the Funds that the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of each of the Funds listed on the reverse side to be held on July 25, 2022, at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees and the community, the Joint Annual Meeting of Shareholders will be held in a virtual meeting format only, at the following Website: www.meetnow.global/MJU4PLZ. To attend and participate in the virtual Joint Annual Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Delaware or Maryland law, as applicable. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Annual Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN WITH RESPECT TO THE PROPOSAL, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD MEMBER NOMINEES. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE JOINT ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BRC_32760_ComC_050222 xxxxxxxxxxxxxx code


Table of Contents

LOGO

EVERY SHAREHOLDER’S VOTE IS IMPORTANT! BlackRock Closed-End Funds Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to be Held on July 25, 2022. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/blk-32760 FUNDS BlackRock CA Municipal Income Trust BlackRock Energy and Resources Trust BlackRock Enhanced International Dividend Trust BlackRock Income Trust, Inc. BlackRock Long-Term Municipal Advantage Trust BlackRock Municipal 2030 Target Term Trust FUNDS BlackRock Core Bond Trust BlackRock Enhanced Equity Dividend Trust BlackRock Floating Rate Income Trust BlackRock Investment Quality Municipal Trust, Inc. BlackRock Multi-Sector Income Trust BlackRock Municipal Income Fund, Inc. FUNDS BlackRock Credit Allocation Income Trust BlackRock Enhanced Global Dividend Trust BlackRock Health Sciences Trust BlackRock Limited Duration Income Trust BlackRock MuniAssets Fund, Inc. BlackRock Municipal Income Quality Trust Please detach at perforation before mailing. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” EACH BOARD MEMBER NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X] A Proposal 1. To Elect Board Member Nominees: To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number on the line provided. 01. Cynthia L. Egan 02. Robert Fairbairn 03. Stayce D. Harris FOR ALL WITHHOLD ALL FOR ALL EXCEPT 01 BlackRock CA Municipal Income Trust [    ] [    ] [    ] 03 BlackRock Credit Allocation Income Trust [    ] [    ] [    ] 05 BlackRock Enhanced Equity Dividend Trust [    ] [    ] [    ] 07 BlackRock Enhanced International Dividend Trust [    ] [    ] [    ] 09 BlackRock Health Sciences Trust [    ] [    ] [    ] 11 BlackRock Investment Quality Municipal Trust, Inc. [    ] [    ] [    ] 13 BlackRock Long-Term Municipal Advantage Trust [    ] [    ] [    ] 15 BlackRock MuniAssets Fund, Inc. [    ] [    ] [    ] 17 BlackRock Municipal Income Fund, Inc. [    ] [    ] [    ] FOR ALL WITHHOLD ALL FOR ALL EXCEPT 02 BlackRock Core Bond Trust [    ] [    ] [    ] 04 BlackRock Energy and Resources Trust [    ] [    ] [    ] 06 BlackRock Enhanced Global Dividend Trust [    ] [    ] [    ] 08 BlackRock Floating Rate Income Trust [    ] [    ] [    ] 10 BlackRock Income Trust, Inc. [    ] [    ] [    ] 12 BlackRock Limited Duration Income Trust [    ] [    ] [    ] 14 BlackRock Multi-Sector Income Trust [    ] [    ] [    ] 16 BlackRock Municipal 2030 Target Term Trust [    ] [    ] [    ] 18 BlackRock Municipal Income Quality Trust [    ] [    ] [    ] B Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code XXXXXXXXXXXXXX BRC1 32760 XXXXXXXX


Table of Contents

LOGO

EVERY SHAREHOLDER’S VOTE IS IMPORTANT! EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope VIRTUAL MEETING at the following Website www.meetnow.global/MJU4PLZ on July 25, 2022 at 10:00 a.m. Eastern Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY BLACKROCK CLOSED-END FUNDS JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 2022 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES COMMON SHARES The undersigned hereby appoints Jay M. Fife, Jonathan Diorio and Paul Mickle, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the shares of the Funds that the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of each of the Funds listed on the reverse side to be held on July 25, 2022, at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees and the community, the Joint Annual Meeting of Shareholders will be held in a virtual meeting format only, at the following Website: www.meetnow.global/MJU4PLZ. To attend and participate in the virtual Joint Annual Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Delaware or Maryland law, as applicable. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Annual Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN WITH RESPECT TO THE PROPOSAL, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD MEMBER NOMINEES. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE JOINT ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BRC_32760_ComC_050222 xxxxxxxxxxxxxx code


Table of Contents

LOGO

EVERY SHAREHOLDER’S VOTE IS IMPORTANT! BlackRock Closed -End Funds Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to be Held on July 25, 2022. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/blk-32760 FUNDS BlackRock Municipal Income Trust BlackRock MuniHoldings Fund, Inc. BlackRock MuniHoldings Quality Fund II, Inc. BlackRock MuniYield Fund, Inc. BlackRock MuniYield Quality Fund II, Inc. BlackRock NY Municipal Income Trust FUNDS BlackRock Municipal Income Trust II BlackRock MuniHoldings NJ Quality Fund, Inc. BlackRock MuniVest Fund II, Inc. BlackRock MuniYield MI Quality Fund, Inc. BlackRock MuniYield Quality Fund III, Inc. BlackRock Resources & Commodities Strategy Trust FUNDS BlackRock MuniHoldings CA Quality Fund, Inc. BlackRock MuniHoldings NY Quality Fund, Inc. BlackRock MuniVest Fund, Inc. BlackRock MuniYield NY Quality Fund, Inc. BlackRock MuniYield Quality Fund, Inc. BlackRock Science and Technology Trust Please detach at perforation before mailing. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” EACH BOARD MEMBER NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X] A Proposal 1. To Elect Board Member Nominees: To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number on the line provided. 01. Cynthia L. Egan 02. Robert Fairbairn 03. Stayce D. Harris FOR ALL WITHHOLD ALL FOR ALL EXCEPT FOR ALL WITHHOLD ALL FOR ALL EXCEPT 01 BlackRock Municipal Income Trust [    ] [    ] [    ]02 BlackRock Municipal Income Trust II [    ] [    ] [    ] 03 BlackRock MuniHoldings CA Quality Fund, Inc. [    ] [    ] [    ] 04 BlackRock MuniHoldings Fund, Inc. [    ] [    ] [    ] 05 BlackRock MuniHoldings NJ Quality Fund, Inc. [    ] [    ] [    ] 06 BlackRock MuniHoldings NY Quality Fund, Inc. [    ] [    ] [    ] 07 BlackRock MuniHoldings Quality Fund II, Inc. [    ] [    ] [    ] 08 BlackRock MuniVest Fund II, Inc. [    ] [    ] [    ] 09 BlackRock MuniVest Fund, Inc. [    ] [    ] [    ] 10 BlackRock MuniYield Fund, Inc. [    ] [    ] [    ] 11 BlackRock MuniYield MI Quality Fund, Inc. [    ] [    ] [    ] 12 BlackRock MuniYield NY Quality Fund, Inc. [    ] [    ] [    ] 13 BlackRock MuniYield Quality Fund II, Inc. [    ] [    ] [    ] 14 BlackRock MuniYield Quality Fund III, Inc. [    ] [    ] [    ] 15 BlackRock MuniYield Quality Fund, Inc. [    ] [    ] [    ] 16 BlackRock NY Municipal Income Trust [    ] [    ] [    ] 17 BlackRock Resources & Commodities Strategy Trust [    ] [    ] [    ] 18 BlackRock Science and Technology Trust [    ] [    ] [    ] B Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BRC1 32760 xxxxxxxx


Table of Contents

LOGO

EVERY SHAREHOLDER’S VOTE IS IMPORTANT! EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope VIRTUAL MEETING at the following Website www.meetnow.global/MJU4PLZ on July 25, 2022 at 10:00 a.m. Eastern Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY BLACKROCK CLOSED-END FUNDS JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 2022 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES COMMON SHARES The undersigned hereby appoints Jay M. Fife, Jonathan Diorio and Paul Mickle, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the shares of the Funds that the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of each of the Funds listed on the reverse side to be held on July 25, 2022, at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees and the community, the Joint Annual Meeting of Shareholders will be held in a virtual meeting format only, at the following Website: www.meetnow.global/MJU4PLZ. To attend and participate in the virtual Joint Annual Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Delaware or Maryland law, as applicable. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Annual Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN WITH RESPECT TO THE PROPOSAL, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD MEMBER NOMINEES. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE JOINT ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BRC_32760_ComC_050222 xxxxxxxxxxxxxx code


Table of Contents

LOGO

EVERY SHAREHOLDER’S VOTE IS IMPORTANT! BlackRock Closed-End Funds Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to be Held on July 25, 2022. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/blk-32760 FUNDS BlackRock Taxable Municipal Bond Trust FUNDS BlackRock Utilities, Infrastructure & Power Opp Trust FUNDS BlackRock VA Municipal Bond Trust Please detach at perforation before mailing. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” EACH BOARD MEMBER NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X] A Proposal 1. To Elect Board Member Nominees: To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number on the line provided. 01. Cynthia L. Egan 02. Robert Fairbairn 03. Stayce D. Harris FOR ALL WITHHOLD ALL FOR ALL EXCEPT FOR ALL WITHHOLD ALL FOR ALL EXCEPT 01 BlackRock Taxable Municipal Bond Trust 02 BlackRock Utilities, Infrastructure & Power Opp Trust 03 BlackRock VA Municipal Bond Trust B Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx BRC1 32760 xxxxxxxx


Table of Contents

LOGO

EVERY SHAREHOLDER’S VOTE IS IMPORTANT! EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope VIRTUAL MEETING at the following Website www.meetnow.global/MJU4PLZ on July 25, 2022 at 10:00 a.m. Eastern Time. To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY BLACKROCK CLOSED-END FUNDS JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 2022 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES COMMON SHARES The undersigned hereby appoints Jay M. Fife, Jonathan Diorio and Paul Mickle, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the shares of the Funds that the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of each of the Funds listed on the reverse side to be held on July 25, 2022 at 10:00 a.m. (Eastern time), or at any adjournments, postponements or delays thereof. Due to the public health impact of COVID-19 and to support the health and well-being of our shareholders, employees and the community, the Joint Annual Meeting of Shareholders will be held in a virtual meeting format only, at the following Website: www.meetnow.global/MJU4PLZ. To attend and participate in the virtual Joint Annual Meeting of Shareholders enter the 14-digit control number from the shaded box on this card. The validity of this proxy is governed by Delaware or Maryland law, as applicable. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Joint Annual Meeting of Shareholders. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN WITH RESPECT TO THE PROPOSAL, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD MEMBER NOMINEES. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE JOINT ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 BCB_32760_C-1b_042722


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xxxxxxxxxxxxxx code EVERY SHAREHOLDER’S VOTE IS IMPORTANT! BlackRock Closed-End Funds Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to be Held on July 25, 2022. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/blk-32760 FUNDS BlackRock Capital Allocation Trust BlackRock Enhanced Capital and Income Fund, Inc. BlackRock Floating Rate Inc Strategies Fund, Inc. BlackRock Science and Technology Trust II FUNDS BlackRock Corporate High Yield Fund, Inc. BlackRock Enhanced Government Fund, Inc. BlackRock Health Sciences Trust II FUNDS BlackRock Debt Strategies Fund, Inc. BlackRock ESG Capital Allocation Trust BlackRock Innovation and Growth Trust Please detach at perforation before mailing. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING “FOR” EACH BOARD MEMBER NOMINEE. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: [X] A Proposal 1. To Elect Board Member Nominees: To withhold authority to vote for any individual nominee(s) mark the “For All Except” and write the nominee number on the line provided. 01. Frank J. Fabozzi 02. Robert Fairbairn 03. J. Phillip Holloman FOR ALL WITHHOLD ALL FOR ALL EXCEPT 01 BlackRock Capital Allocation Trust [    ] [    ] [    ] 03 BlackRock Debt Strategies Fund, Inc. [    ] [&nbs