Form N-CEN - Annual Report for Registered Investment Companies
October 13 2023 - 1:11PM
Edgar (US Regulatory)
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Shareholders and the Board of Trustees/Directors of BlackRock MuniHoldings New
Jersey Quality Fund, Inc., BlackRock MuniYield Michigan Quality Fund, Inc.,
BlackRock MuniYield New York Quality Fund, Inc., BlackRock MuniYield
Pennsylvania Quality Fund, BlackRock MuniYield Quality Fund III, Inc., and
BlackRock New York Municipal Income Trust:
In
planning and performing our audits of the financial statements of BlackRock
MuniHoldings New Jersey Quality Fund, Inc., BlackRock MuniYield Michigan
Quality Fund, Inc., BlackRock MuniYield New York Quality Fund, Inc., BlackRock
MuniYield Pennsylvania Quality Fund, BlackRock MuniYield Quality Fund III,
Inc., and BlackRock New York Municipal Income Trust (the “Funds”) as of and for the
year ended July 31, 2023, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), we considered the
Funds’ internal control over financial reporting, including controls over
safeguarding securities, as a basis for designing our auditing procedures for
the purpose of expressing our opinion on the financial statements and to comply
with the requirements of Form N-CEN, but not for the purpose of expressing an
opinion on the effectiveness of the Funds’ internal control over financial
reporting. Accordingly, we express no such opinion.
The management of the Funds is responsible for
establishing and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of a company's assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions
or that the degree of compliance with the policies or procedures may
deteriorate.
A deficiency in internal control over financial
reporting exists when the design or operation of a control does not allow
management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A material
weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a
material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis.
Our consideration of the Funds’ internal control over
financial reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in internal
control that might be material weaknesses under standards established by the
PCAOB. However, we noted no deficiencies in the Funds’ internal control over
financial reporting and its operation, including controls over safeguarding
securities, that we consider to be a material weakness, as defined above, as of
July 31, 2023.
This report is intended solely for the information and
use of management and the Board of Trustees/Directors of the Funds and the
Securities and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.
/s/Deloitte & Touche
LLP
Boston, Massachusetts
September 22, 2023
BLACKROCK MUNIYIELD QUALITY FUND III, INC.
ARTICLES
OF AMENDMENT
AMENDING
THE ARTICLES SUPPLEMENTARY ESTABLISHING
AND
FIXING THE RIGHTS AND PREFERENCES
OF
VARIABLE RATE DEMAND PREFERRED SHARES
This
is to certify that:
First: The
charter of BlackRock MuniYield Quality Fund III, Inc., a Maryland corporation (the
“Corporation”), is amended by these Articles of Amendment, which amend
the Articles Supplementary Establishing and Fixing the Rights and Preferences
of Variable Rate Demand Preferred Shares, dated as of May 17, 2011 (as amended
to date, the “Articles Supplementary”).
Second: The
charter of the Corporation is hereby amended by deleting the definition of
“Applicable Base Rate” and inserting the following:
“Applicable
Base Rate” means (i) with respect to a Rate Period of fewer than forty-nine
(49) days, the greater of (a) the SIFMA Municipal Swap Index and (b) SOFR plus
0.10%, and (ii) with respect to a Rate Period of forty-nine (49) or more days,
SOFR plus 0.10%. If the Applicable Rate in respect of any Rate Period would
otherwise be less than zero percent (0%), the Applicable Base Rate for such
Rate Period will be deemed to be zero percent (0%).
Third: The
charter of the Corporation is hereby amended by deleting the definition of
“LIBOR Dealer.”
Fourth: The
charter of the Corporation is hereby amended by deleting the definition of
“LIBOR Rate.”
Fifth: The
charter of the Corporation is hereby amended by deleting the definition of
“London Business Day.”
Sixth: The
charter of the Corporation is hereby amended by deleting the definition of
“Reference Banks.”
Seventh: The
charter of the Corporation is hereby amended by adding the definition of
“Relevant Governmental Body”:
“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal
Reserve Bank of New York, or a committee officially endorsed or convened by the
Federal Reserve Board and/or the Federal Reserve Bank of New York.
Eighth: The
charter of the Corporation is hereby amended by adding the definition for
“SOFR”:
“SOFR” with
respect to any Business Day means the secured overnight financing rate
published for such day by the Federal Reserve Bank of New York, as the
administrator of the benchmark (or a successor administrator) on the Federal
Reserve Bank of New York’s website (or any successor source) at approximately
8:00 a.m. (New York City time) on the immediately succeeding Business Day and,
in each case, that has been selected or recommended by the Relevant
Governmental Body.
Ninth: The
charter of the Corporation is hereby amended by deleting the definition of
“Substitute LIBOR Dealer.”
Tenth: The
amendment to the charter of the Corporation as set forth above in these
Articles of Amendment has been duly advised by the board of directors of the
Corporation and approved by the stockholders of the Corporation as and to the
extent required by law and in accordance with the charter of the Corporation.
Eleventh: As
amended hereby, the charter of the Corporation shall remain in full force and
effect.
Twelfth: These
Articles of Amendment shall be effective as of January 20, 2023.
[Signature
Page Follows]
IN
WITNESS WHEREOF, BlackRock MuniYield Quality Fund III, Inc. has caused
these Articles of Amendment to be signed as of January 19, 2023, in its name
and on its behalf by the person named below who acknowledges that these
Articles of Amendment are the act of the Corporation and, to the best of such
person’s knowledge, information, and belief and under penalties for perjury,
all matters and facts contained in these Articles of Amendment are true in all
material respects.
BLACKROCK MUNIYIELD
QUALITY FUND III, INC.
By:
/s/ Jonathan Diorio
Name:
Jonathan Diorio
Title:
Vice President
ATTEST:
/s/
Janey Ahn
Name:
Janey Ahn
Title:
Secretary
[MYI Signature Page – Amendment to Articles
Supplementary]
BLACKROCK MUNIYIELD QUALITY FUND III, INC.
(THE “FUND”)
SERIES W-7
VARIABLE
RATE DEMAND PREFERRED SHARES (“VRDP SHARES”)
CUSIP
No. 09254E863*
Amendment
to Notice of Special Rate Period
June 16, 2023
BlackRock MuniYield Quality Fund III, Inc.
100 Bellevue Parkway
Wilmington, Delaware 19809
To: Addressees
listed on Schedule 1 hereto
In
accordance with the Fund’s Articles Supplementary Establishing and
Fixing the Rights and Preferences of VRDP Shares, dated May 17, 2011 (the “Articles
Supplementary”), the Fund hereby notifies the Liquidity Provider, the
Remarketing Agent and the Holders of the VRDP Shares of certain amendments to
the Notice of Special Rate Period, dated June 17, 2022 (the “Notice of
Special Rate Period”).
As
of June 16, 2023, the definition of “Ratings Spread” in the Notice of
Special Rate Period is hereby deleted in its entirety and replaced with the
following:
“Ratings
Spread” means, with respect to an SRP Calculation Period, the percentage
per annum set forth below opposite the highest applicable credit rating
assigned to the VRDP Shares, unless the lowest applicable rating is below
A3/A-, in which case the Ratings Spread shall mean the percentage per annum set
forth below opposite the lowest applicable credit rating assigned to the VRDP
Shares by Moody’s, Fitch or any Other Rating Agency, in each case rating the
VRDP Shares at the request of the Fund, on the SRP Calculation Date for such
SRP Calculation Period:
Moody’s/Fitch
|
Percentage
|
Aa3/AA-
to Aa1/AA+
|
0.87%
|
A3/A-
to A1/A+
|
1.60%
|
Baa3/BBB-
to Baa1/BBB+
|
2.35%
|
Non-investment
grade or Unrated
|
3.35%
|
*
NOTE: Neither the Fund nor the Tender and Paying Agent shall be responsible for
the selection or use of the CUSIP Numbers selected, nor is any representation
made as to its correctness indicated in any notice or as printed on any VRDP
Share certificate. It is included solely as a convenience to Holders of VRDP
Shares.
* The applicable
spread is determined by the higher of the two credit ratings assigned to the
VRDP Shares by Moody’s and Fitch, unless the VRDP Shares are rated at or below
A3/A-, in which case the applicable spread will be based on the lower of the
two credit ratings assigned to the VRDP Shares by Moody’s and Fitch.
Capitalized
terms used but not defined in this Amendment to Notice of Special Rate Period
shall have the meanings given to such terms in the Articles Supplementary and
the Notice of Special Rate Period.
[Signature
Page Follows]
IN
WITNESS WHEREOF, I have signed this Amendment to the Notice of Special Rate
Period as of the date first written above.
BLACKROCK MUNIYIELD QUALITY FUND III, INC.
By: /s/ Jonathan Diorio____________________
Name: Jonathan Diorio
Title: Vice President
[Signature Page – MYI Amendment to
Notice of Special Rate Period]
Schedule 1
Recipients
of this Notice of Special Rate Period
The
Toronto-Dominion Bank, acting through its New York Branch
1 Vanderbilt
Avenue
New York, New York
10017
Attention: Rick
Fogliano, Head of Municipal Products
Telephone: (212)
827-7172
Fax: (212)
827-7173
Email: fundreporting@tdsecurities.com,
muniops@tdsecurities.com,
TDSFinance- NewYork@tdsecurities.com
and td.tdusamunis@tdsecurities.com
TD Securities
(USA) LLC
1 Vanderbilt
Avenue
New York, New York
10017
Attention: Rick
Fogliano, Head of Municipal Products
Telephone: (212)
827-7172
Fax: (212)
827-7173
Email: fundreporting@tdsecurities.com,
muniops@tdsecurities.com
and TDSFinance- NewYork@tdsecurities.com
and td.tdusamunis@tdsecurities.com
The Depository
Trust Company
LensNotice@dtcc.com
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