|
|
Notes to Financial Statements
(Unaudited)
|
|
1. Organization:
BlackRock California Municipal Income Trust (BFZ),
BlackRock Municipal Income Investment Trust (BBF), BlackRock Municipal Target Term Trust (BTT), BlackRock New Jersey Municipal
Income Trust (BNJ), BlackRock New York Municipal Income Trust (BNY)(collectively, the Income Trusts) and BlackRock
Florida Municipal 2020 Term Trust (BFO) are organized as Delaware statutory trusts. The Income Trusts and BFO are referred to herein
collectively as the Trusts. The Trusts are registered under the Investment Company Act of 1940, as amended (the 1940 Act), as
non-diversified, closed-end management investment companies. The Boards of Trustees of the Trusts are collectively referred to throughout this report
as the Board of Trustees or the Board, and the trustees thereof are collectively referred to throughout this report as
Trustees. The Trusts determine and make available for publication the NAVs of their Common Shares on a daily basis.
2. Significant Accounting Policies:
The Trusts financial statements are prepared in conformity
with accounting principles generally accepted in the United States of America (US GAAP), which may require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases
in net assets from operations during the reported period. Actual results could differ from those estimates. The following is a summary of significant
accounting policies followed by the Trusts:
Valuation
: US GAAP defines fair value as the price the
Trusts would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The
Trusts determine the fair values of their financial instruments at market value using independent dealers or pricing services under policies approved
by the Board of the Trusts. The BlackRock Global Valuation Methodologies Committee (the Global Valuation Committee) is the committee formed
by management to develop global pricing policies and procedures and to provide oversight of the pricing function for the Trusts for all financial
instruments.
Municipal investments (including commitments to purchase such
investments on a when-issued basis) are valued on the basis of prices provided by dealers or pricing services. In determining the value of
a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers,
pricing matrixes, market transactions in comparable investments and information with respect to various relationships between investments. Financial
futures contracts traded on exchanges are valued at their last sale price. Short-term securities with remaining maturities of 60 days or less may be
valued at amortized cost, which approximates fair value. Investments in open-end registered investment companies are valued at NAV each business
day.
In the event that the application of these methods of valuation
results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available,
the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair
value (Fair Value Assets). When determining the price for Fair Value Assets, the Global Valuation Committee, or its delegate, seeks to
determine the price that each Trust might reasonably expect to receive from the current sale of that asset in an arms-length transaction. Fair
value determinations shall be based upon all available factors that the Global Valuation Committee or its delegate deems relevant consistent with the
principles of fair value measurements, which include the market approach, income approach and/or in the case of recent investments, the cost approach,
as appropriate. The market approach generally consists of using comparable market transactions. The income approach generally is used to discount
future cash flows to present value and is adjusted for liquidity as appropriate. These factors include but are not limited to: (i) attributes specific
to the investment or asset; (ii) the principal market for the investment or asset; (iii) the customary participants in the principal market for the
investment or asset; (iv) data assumptions by market participants for the investment or asset, if reasonably available; (v) quoted prices for similar
investments or assets in active markets; and (vi) other factors, such as future cash flows, interest rates, yield curves, volatilities, prepayment
speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates. Due to the inherent uncertainty of valuations of such
investments, the fair values may differ from the values that would have been used had an active market existed. The Global Valuation Committee, or its
delegate, employs various methods for calibrating valuation approaches for investments where an active market does not exist, including regular due
diligence of the Trusts pricing vendors, regular reviews of key inputs and assumptions, transactional back-testing or disposition analysis to
compare unrealized gains and losses to realized gains and losses, reviews of missing or stale prices and large movements in market values and reviews
of any market related activity. The pricing of all Fair Value Assets is subsequently reported to the Board or a committee thereof on a quarterly
basis.
Segregation and Collateralization:
In cases where a Trust
enters into certain investments (e.g., financial futures contracts) or certain borrowings (e.g., TOBs) that would be senior securities for
1940 Act purposes, the Trust may segregate or designate on its books and records cash or liquid securities having a market value at least equal to the
amount of the Trusts future obligations under such investments or borrowings. Doing so allows the investment or borrowing to be excluded from
treatment as a senior security. Furthermore, if required by an exchange or counterparty agreement, the Trust may be required to
deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or
obligations.
Investment Transactions and Investment Income:
For
financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and
losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend dates. Interest income,
including amortization and accretion of premiums and discounts on debt securities, is recognized on the accrual basis.
Dividends and Distributions:
Dividends from net investment
income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates. The portion of distributions that exceeds a
Trusts current and accumulated earnings and profits, which are measured on a tax
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
55
|
|
|
Notes to Financial Statements (continued)
|
|
basis, will constitute a non-taxable return of capital. The
character and timing of dividends and distributions are determined in accordance with federal income tax regulations, which may differ from US GAAP.
Dividends and distributions to Preferred Shareholders are accrued and determined as described in Note 9.
Income Taxes:
It is each Trusts policy to comply with
the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of
their taxable income to their shareholders. Therefore, no federal income tax provision is required.
Each Trust files US federal and various state and local tax
returns. No income tax returns are currently under examination. The statute of limitations on BFZ, BFO, BBF, BNJ and BNY US federal tax returns remains
open for each of the four years ended July 31, 2013. The statute of limitations on BTTs US federal tax return remains open for the period ended
July 31, 2013. The statutes of limitations on each Trusts state and local tax returns may remain open for an additional year depending upon the
jurisdiction.
Management has analyzed tax laws and regulations and their
application to the Trusts facts and circumstances and does not believe there are any uncertain tax positions that require recognition of a tax
liability.
Deferred Compensation Plan:
Under the Deferred Compensation
Plan (the Plan) approved by each Trusts Board, the independent Trustees (Independent Trustees) may defer a portion of
their annual complex-wide compensation. Deferred amounts earn an approximate return as though equivalent dollar amounts had been invested in common
shares of certain other BlackRock Closed-End Funds selected by the Independent Trustees. This has the same economic effect for the Independent Trustees
as if the Independent Trustees had invested the deferred amounts directly in certain other BlackRock Closed-End Funds.
The Plan is not funded and obligations thereunder represent
general unsecured claims against the general assets of each Trust. Deferred compensation liabilities are included in officers and trustees
fees payable in the Statements of Assets and Liabilities and will remain as a liability of the Trusts until such amounts are distributed in accordance
with the Plan.
Other:
Expenses directly related to a Trust are charged to
that Trust. Other operating expenses shared by several funds are pro rated among those funds on the basis of relative net assets or other appropriate
methods.
The Trusts have an arrangement with the custodian whereby fees may
be reduced by credits earned on uninvested cash balances, which, if applicable, are shown as fees paid indirectly in the Statements of Operations. The
custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody
charges.
3. Securities and Other Investments:
Zero-Coupon Bonds:
The Trusts may invest in zero-coupon
bonds, which are normally issued at a significant discount from face value and do not provide for periodic interest payments. Zero-coupon bonds may
experience greater volatility in market value than similar maturity debt obligations which provide for regular interest payments.
Forward Commitments and When-Issued Delayed Delivery
Securities:
The Trusts may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis. Settlement
of such transactions normally occurs within a month or more after the purchase or sale commitment is made. The Trusts may purchase securities under
such conditions with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement
date. Since the value of securities purchased may fluctuate prior to settlement, the Trusts may be required to pay more at settlement than the security
is worth. In addition, the Trusts are not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery
basis, the Trusts assume the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default
by the counterparty, the Trusts maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions, which is shown in
the Schedules of Investments.
Municipal Bonds Transferred to TOBs:
The Trusts leverage
their assets through the use of TOBs. A TOB is a special purpose entity established by a third party sponsor, into which a fund, or an agent on behalf
of the funds, transfers municipal bonds into a trust (TOB Trust). Other funds managed by the investment advisor may also contribute
municipal bonds to a TOB into which a Trust has contributed bonds. A TOB typically issues two classes of beneficial interests: short-term floating rate
certificates (TOB Trust Certificates), which are sold to third party investors, and residual certificates (TOB Residuals),
which are generally issued to the participating funds that contributed the municipal bonds to the TOB Trust. If multiple funds participate in the same
TOB, the rights and obligations under the TOB Residual will be shared among the funds ratably in proportion to their participation.
The TOB Residuals held by a Trust include the right of a Trust (1)
to cause the holders of a proportional share of the TOB Trust Certificates to tender their certificates at par plus accrued interest upon the
occurrence of certain mandatory tender events defined in the TOB agreements, and (2) to transfer, subject to a specified number of days prior
notice, a corresponding share of the municipal bonds from the TOB to a Trust. The TOB may also be collapsed without the consent of a Trust, as the TOB
Residual holder, upon the occurrence of certain termination events as defined in the TOB agreements. Such termination events may include the bankruptcy
or default of the municipal bond, a substantial downgrade in credit quality of the municipal bond, the inability of the TOB to obtain renewal of the
liquidity support agreement, a substantial decline in market value of the municipal bond and a judgment or ruling that interest on the municipal bond
is subject to federal income taxation. Upon the occurrence of a termination event, the TOB would generally be liquidated in full with the proceeds
typically applied first to any accrued fees owed to the trustee, remarketing agent and liquidity provider, and then to the holders
56
|
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
|
|
Notes to Financial Statements (continued)
|
|
of the TOB Trust Certificates up to par plus accrued interest
owed on the TOB Trust Certificates, with the balance paid out to the TOB Residual holder. During the six months ended January 31, 2014, no TOBs in
which the Trusts participated were terminated without the consent of the Trusts.
The cash received by the TOB from the sale of TOB Trust
certificates, less transaction expenses, is paid to a Trust. The Trust typically invests the cash received in additional municipal bonds. Each
Trusts transfer of the municipal bonds to a TOB Trust is accounted for as a secured borrowing; therefore, the municipal bonds deposited into a
TOB are presented in the Trusts Schedules of Investments and the TOB Trust Certificates are shown in other liabilities in the Statements of
Assets and Liabilities. The carrying amount of each Trusts payable to the holder of the TOB Trust Certificates, as reported in Statements of
Assets and Liabilities as TOB Trust Certificates, approximates its fair value.
The Trusts may invest in TOBs on either a non-recourse or recourse
basis. TOB Trusts are typically supported by a liquidity facility provided by a bank or other financial institution (the Liquidity
Provider) that allows the holders of the TOB Trust Certificates to tender their certificates in exchange for payment from the Liquidity Provider
of par plus accrued interest on any business day prior to the occurrence of the termination events described above. When a Trust invests in TOBS on a
non-recourse basis, and the Liquidity Provider is required to make a payment under the liquidity facility due to a termination event, the Liquidity
Provider will typically liquidate all or a portion of the municipal securities held in the TOB Trust and then fund, on a net basis, the balance, if
any,) of the amount owed under the liquidity facility over the liquidation proceeds (the Liquidation Shortfall). If a Trust invests in a
TOB on a recourse basis, the Trust will typically enter into a reimbursement agreement with the Liquidity Provider where the Trust is required to repay
the Liquidity Provider the amount of any Liquidation Shortfall. As a result, a Trust investing in a recourse TOB will bear the risk of loss with
respect to any Liquidation Shortfall. If multiple trusts participate in any such TOB, these losses will be shared ratably, including the maximum
potential amounts owed by the Trust at January 31, 2014, in proportion to their participation. The recourse TOB Trusts are identified in the Schedule
of Investments including the maximum potential amounts owed by the Trusts at January 31, 2014.
Interest income, including amortization and accretion of premiums
and discounts, from the underlying municipal bonds is recorded by the Trusts on an accrual basis. Interest expense incurred on the secured borrowing
and other expenses related to remarketing, administration and trustee services to a TOB are shown as interest expense, fees and amortization of
offering costs in the Statements of Operations. The TOB Trust Certificates have interest rates that generally reset weekly and their holders have the
option to tender such certificates to the TOB for redemption at par at each reset date. At January 31, 2014, the aggregate value of the underlying
municipal bonds transferred to TOBs, the related liability for TOB Trust Certificates and the range of interest rates on the liability for TOB Trust
Certificates were as follows:
|
|
|
|
Underlying
Municipal Bonds
Transferred to TOBs
|
|
Liability for
TOB Trust
Certificates
|
|
Range of
Interest
Rates
|
BFZ
|
|
|
|
$
|
299,880,369
|
|
|
$
|
145,485,769
|
|
|
0.04% 0.14%
|
BFO
|
|
|
|
$
|
375,537
|
|
|
$
|
240,000
|
|
|
0.10%
|
BBF
|
|
|
|
$
|
54,904,780
|
|
|
$
|
29,682,276
|
|
|
0.04% 0.29%
|
BTT
|
|
|
|
$
|
358,000,408
|
|
|
$
|
184,119,974
|
|
|
0.04% 0.11%
|
BNJ
|
|
|
|
$
|
29,495,465
|
|
|
$
|
17,301,282
|
|
|
0.04% 0.29%
|
BNY
|
|
|
|
$
|
44,208,990
|
|
|
$
|
25,045,449
|
|
|
0.04% 0.25%
|
For the six months ended January 31, 2014, the Trusts
average TOB Trust Certificates outstanding and the daily weighted average interest rate, including fees, were as follows:
|
|
Average TOB Trust
Certificates
Outstanding
|
|
Daily Weighted
Average
Interest
Rate
|
BFZ
|
|
$
|
152,677,542
|
|
0.61%
|
BFO
|
|
$
|
248,913
|
|
0.48%
|
BBF
|
|
$
|
30,689,750
|
|
0.66%
|
BTT
|
|
$
|
190,217,244
|
|
0.94%
|
BNJ
|
|
$
|
17,307,493
|
|
0.79%
|
BNY
|
|
$
|
26,201,864
|
|
0.63%
|
Should short-term interest rates rise, the Trusts
investments in TOBs may adversely affect the Trusts net investment income and dividends to Common Shareholders. Also, fluctuations in the market
value of municipal bonds deposited into the TOB Trust may adversely affect the Trusts NAVs per share.
4. Derivative Financial Instruments:
The Trusts engage in various portfolio investment strategies using
derivative contracts both to increase the returns of the Trusts and/or to economically hedge their exposure to certain risks such as credit risk and
interest rate risk. These contracts may be transacted on an exchange or OTC.
Financial Futures Contracts:
The Trusts purchase and/or
sell financial futures contracts and options on financial futures contracts to gain exposure to, or economically hedge against, changes in interest
rates (interest rate risk
)
. Financial futures contracts are agreements between the Trusts and a counterparty to buy or sell a specific quantity
of an underlying instrument at a specified price and at a specified date. Depending on the terms of the particular contract, financial futures
contracts are settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on
the settlement date.
Upon entering into a financial futures contract, the Trusts are
required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contracts size and
risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Securities deposited as initial
margin are designated on the Schedules of Investments and cash deposited, if any, is recorded on the Statements of Assets and Liabilities as cash
pledged for financial futures contracts. Pursuant to the contract, the Trusts agree to receive from or pay to the broker an amount of cash equal to the
daily fluctuation in value of the contract. Such receipts or payments are known
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
57
|
|
|
Notes to Financial Statements (continued)
|
|
as variation margin. Variation margin is recorded by the
Trusts as unrealized appreciation or depreciation and, if applicable, as a receivable or payable for variation margin in the Statements of Assets and
Liabilities.
When the contract is closed, the Trusts record a realized gain or
loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of financial
futures contracts involves the risk of an imperfect correlation in the movements in the price of financial futures contracts, interest rates and the
underlying assets.
Options:
The Trusts purchase and write call and put options to increase or decrease their exposure
to underlying instruments including interest rate risk. A call option gives the purchaser (holder) of the option the right
(but not the obligation) to buy, and obligates the seller (writer) to sell (when the option is exercised) the underlying
instrument at the exercise or strike price at any time or at a specified time during the option period. A put option gives
the holder the right to sell and obligates the writer to buy the underlying instrument at the exercise or strike price at any
time or at a specified time during the option period. When the Trusts purchase (write) an option, an amount equal to the
premium paid (received) by the Trusts is reflected as an asset (liability). The amount of the asset (liability) is
subsequently marked-to-market to reflect the current market value of the option purchased (written). When an instrument is
purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the
basis of the instrument acquired or deducted from (or added to) the proceeds of the instrument sold. When an option expires
(or the Trusts enter into a closing transaction), the Trusts realize a gain or loss on the option to the extent of the
premiums received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premiums received or
paid). When the Trusts write a call option, such option is covered, meaning that the Trusts hold the underlying
instrument subject to being called by the option counterparty. When the Trusts write a put option, such option is covered by
cash in an amount sufficient to cover the obligation.
In purchasing and writing options, the Trusts bear the risk of an
unfavorable change in the value of the underlying instrument or the risk that the Trusts may not be able to enter into a closing transaction due to an
illiquid market. Exercise of a written option could result in the Trusts purchasing or selling a security when it otherwise would not, or at a price
different from the current market value.
The following is a summary of the Trusts derivative
financial instruments categorized by risk exposure:
Fair Values of Derivative
Financial Instruments as of January 31, 2014
|
|
Derivative Assets
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
Statements of Assets and
Liabilities
Location
|
|
BFZ
|
|
BBF
|
|
BTT
|
|
BNJ
|
|
BNY
|
Interest rate contracts
|
|
|
|
Net
unrealized appreciation
1
|
|
|
|
|
|
|
|
|
|
$
|
203,125
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
Statements of Assets and
Liabilities
Location
|
|
BFZ
|
|
BBF
|
|
BTT
|
|
BNJ
|
|
BNY
|
Interest rate contracts
|
|
|
|
Net unrealized depreciation
2
; options written at value
|
|
$
|
(415,219
|
)
|
|
$
|
(46,255
|
)
|
|
$
|
(7,007,813
|
)
|
|
$
|
(55,241
|
)
|
|
$
|
(296,366
|
)
|
1
|
|
Includes options purchased at value as reported in the Schedules
of Investments.
|
2
|
|
Includes cumulative appreciation/depreciation on financial
futures contracts as reported in the Schedules of Investments. Only current days variation margin is reported within the Statements of Assets and
Liabilities.
|
58
|
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
|
|
Notes to Financial Statements (continued)
|
|
The Effect of Derivative
Financial Instruments in the Statements of Operations
Six Months Ended January 31, 2014
|
|
|
|
|
|
Net Realized Gain(Loss) From
|
|
|
|
|
BFZ
|
|
BBF
|
|
BTT
|
|
BNJ
|
|
BNY
|
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial futures contracts
|
|
|
|
$
|
29,670
|
|
|
$
|
49,985
|
|
|
$
|
224,155
|
|
|
$
|
59,631
|
|
|
$
|
140,166
|
|
Options
1
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,765,172
|
)
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
29,670
|
|
|
$
|
49,985
|
|
|
$
|
(4,541,017
|
)
|
|
$
|
59,631
|
|
|
$
|
140,166
|
|
|
|
|
|
Net Change in Unrealized
Appreciation/Depreciation on
|
|
|
|
|
BFZ
|
|
BBF
|
|
BTT
|
|
BNJ
|
|
BNY
|
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial futures contracts
|
|
|
|
$
|
(415,219
|
)
|
|
$
|
(46,255
|
)
|
|
|
|
|
|
$
|
(55,241
|
)
|
|
$
|
(296,366
|
)
|
Options
1
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(6,029,894
|
)
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
(415,219
|
)
|
|
$
|
(46,255
|
)
|
|
$
|
(6,029,894
|
)
|
|
$
|
(55,241
|
)
|
|
$
|
(296,366
|
)
|
1
Options purchased are
included in the net realized gain (loss) from investments and net change in unrealized appreciation/depreciation on investments.
For the six months ended January 31, 2014, the average quarterly
balances of outstanding derivative financial instruments were as follows:
|
|
|
|
BFZ
|
|
BBF
|
|
BTT
|
|
BNJ
|
|
BNY
|
Financial futures contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of contracts sold
|
|
|
|
|
300
|
|
|
|
72
|
|
|
|
1,008
|
2
|
|
|
86
|
|
|
|
109
|
|
Average notional value of contracts sold
|
|
|
|
$
|
37,966,406
|
|
|
$
|
9,099,867
|
|
|
$
|
125,851,121
|
2
|
|
$
|
10,869,219
|
|
|
$
|
13,701,008
|
|
Options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of option contracts purchased
|
|
|
|
|
|
|
|
|
|
|
|
|
9,650
|
|
|
|
|
|
|
|
|
|
Average number of option contracts written
|
|
|
|
|
|
|
|
|
|
|
|
|
6,500
|
|
|
|
|
|
|
|
|
|
Average notional value of option contracts purchased
|
|
|
|
|
|
|
|
|
|
|
|
$
|
387,650,000
|
|
|
|
|
|
|
|
|
|
Average notional value of option contracts written
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,500,000
|
|
|
|
|
|
|
|
|
|
2
Actual
contract amount shown due to limited activity.
Counterparty Credit Risk:
A derivative contract may suffer
a mark-to- market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument.
Losses can also occur if the counterparty does not perform under the contract.
A Trusts risk of loss from counterparty credit risk on OTC
derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by such Trust. Options written by the Trusts do
not typically give rise to counterparty credit risk, as options written generally obligate the Funds and not the counterparty to
perform.
With exchange-traded purchased options and futures, there is less
counterparty credit risk to the Trusts since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default.
The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While
offset rights may exist under applicable law, a Trust does not have a contractual right of offset against a clearing broker or clearinghouse in the
event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in
exchange-traded futures with respect to initial and variation margin that is held in a clearing brokers customer accounts. While clearing brokers
are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at
that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be
allocated on a pro rata basis across all the clearing brokers customers, potentially resulting in losses to the Trusts.
5. Investment Advisory Agreement and Other Transactions with
Affiliates:
The PNC Financial Services Group, Inc. is the largest stockholder
and an affiliate, for 1940 Act purposes of BlackRock, Inc. (BlackRock).
Each Trust entered into an Investment Advisory Agreement with
BlackRock Advisors, LLC (the Manager), the Trusts investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide
investment advisory and administration services. The Manager is responsible for the management of each Trusts portfolio and provides the
necessary personnel, facilities, equipment and certain other services necessary to the operations of each Trust. For such services, each Trust pays the
Manager a monthly fee based on a percentage of each Trusts average weekly net assets except for BTT, which is based on average daily net assets,
at the following annual rates:
BFZ
|
|
|
|
|
0.58
|
%
|
BFO
|
|
|
|
|
0.50
|
%
|
BBF
|
|
|
|
|
0.60
|
%
|
BTT
|
|
|
|
|
0.40
|
%
|
BNJ
|
|
|
|
|
0.60
|
%
|
BNY
|
|
|
|
|
0.60
|
%
|
Average weekly net assets is the average weekly value of each
Trusts total assets minus its total accrued liabilities.
The Manager voluntarily agreed to waive its investment advisory
fees by the amount of investment advisory fees each Trust pays to the Manager indirectly through its investment in affiliated money market funds.
However, the Manager does not waive its investment advisory fees by the amount of investment advisory fees paid in connection with each Trusts
investment in other affiliated investment companies, if any.
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
59
|
|
|
Notes to Financial Statements (continued)
|
|
These amounts waived or reimbursed are shown as fees waived by
Manager in the Statements of Operations. For the six months ended January 31, 2014, the amounts waived were as follows:
BFZ
|
|
|
|
$
|
1,113
|
|
BFO
|
|
|
|
$
|
354
|
|
BBF
|
|
|
|
$
|
312
|
|
BTT
|
|
|
|
$
|
752
|
|
BNJ
|
|
|
|
$
|
2,842
|
|
BNY
|
|
|
|
$
|
2,042
|
|
For BFZ, BFO, BBF, BNJ, and BNY, the Manager entered into a
sub-advisory agreement with BlackRock Financial Management, Inc. (BFM), an affiliate of the Manager. For BTT, the Manager entered into a
sub-advisory agreement with BlackRock Investment Management, LLC (BIM), an affiliate of the manager. The Manager pays BFM and BIM for
services it provides, a monthly fee that is a percentage of the investment advisory fees paid by each Trust to the Manager.
Certain officers and/or Trustees of the Trusts are officers and/or
directors of BlackRock or its affiliates. The Trusts reimburse the Manager for a portion of the compensation paid to the Trusts Chief Compliance
Officer, which is included in the Statements of Operations.
The Trusts may purchase securities from, or sell securities to, an
affiliated fund provided the affiliation is solely due to having a common investment adviser, common officers or common trustees. For the six months
ended January 31, 2014, the sale transactions with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act for BBF were
$1,404,681.
6. Purchases and Sales:
Purchases and sales of investments, excluding short-term
securities, for the six months ended January 31, 2014 were as follows:
|
|
|
|
Purchases
|
|
Sales
|
BFZ
|
|
|
|
$
|
86,422,388
|
|
|
$
|
89,013,460
|
|
BFO
|
|
|
|
$
|
696,855
|
|
|
$
|
15,766,200
|
|
BBF
|
|
|
|
$
|
26,680,882
|
|
|
$
|
29,721,029
|
|
BTT
|
|
|
|
$
|
61,644,324
|
|
|
$
|
136,259,389
|
|
BNJ
|
|
|
|
$
|
18,631,140
|
|
|
$
|
17,595,024
|
|
BNY
|
|
|
|
$
|
42,064,144
|
|
|
$
|
48,006,049
|
|
For BTT, transactions in options written for the six months ended
January 31, 2014, were as follows:
|
|
|
|
Calls
|
|
|
|
|
Contracts
|
|
Premiums
Received
|
Outstanding options, beginning of year
|
|
|
|
|
|
|
|
|
|
|
Options written
|
|
|
|
|
13,000
|
|
|
$
|
1,809,269
|
|
Options exercised
|
|
|
|
|
|
|
|
|
|
|
Options expired
|
|
|
|
|
|
|
|
|
|
|
Options closed
|
|
|
|
|
|
|
|
|
|
|
Outstanding options, end of year
|
|
|
|
|
13,000
|
|
|
$
|
1,809,269
|
|
7. Income Tax
Information:
As of July 31, 2013, the Trusts had capital loss carryforwards
available to offset future realized capital gains through the indicated expiration dates as follows:
Expires July 31,
|
|
|
|
BFZ
|
|
BFO
|
|
BBF
|
|
BNJ
|
|
BNY
|
2014
|
|
|
|
$
|
1,681,553
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
|
465,742
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
|
|
186,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
3,782,470
|
|
|
$
|
394,297
|
|
|
|
|
|
|
|
|
|
|
$
|
2,408,109
|
|
2018
|
|
|
|
|
12,894,572
|
|
|
|
62,100
|
|
|
$
|
6,208,886
|
|
|
$
|
842,367
|
|
|
|
1,480,575
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
651,464
|
|
|
|
27,464
|
|
|
|
1,982,931
|
|
No
expiration date
1
|
|
|
|
|
2,322
|
|
|
|
292,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
19,012,687
|
|
|
$
|
748,482
|
|
|
$
|
6,860,350
|
|
|
$
|
869,831
|
|
|
$
|
5,871,615
|
|
1
Must be utilized prior to
losses subject to expiration.
As of January 31, 2014, gross unrealized appreciation and
depreciation based on cost for federal income tax purposes were as follows:
|
|
|
|
BFZ
|
|
BFO
|
|
BBF
|
|
BTT
|
|
BNJ
|
|
BNY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
cost
|
|
|
|
$
|
604,418,839
|
|
|
$
|
84,823,898
|
|
|
$
|
118,210,444
|
|
|
$
|
2,311,753,446
|
|
|
$
|
164,709,688
|
|
|
$
|
266,418,285
|
|
Gross unrealized appreciation
|
|
|
|
$
|
52,973,308
|
|
|
$
|
4,490,067
|
|
|
$
|
11,136,233
|
|
|
$
|
1,410,196
|
|
|
$
|
8,808,069
|
|
|
$
|
9,508,520
|
|
Gross unrealized depreciation
|
|
|
|
|
(2,613,152
|
)
|
|
|
(1,764,170
|
)
|
|
|
(844,693
|
)
|
|
|
(194,702,680
|
)
|
|
|
(3,151,795
|
)
|
|
|
(5,494,173
|
)
|
Net
unrealized appreciation (depreciation)
|
|
|
|
$
|
50,360,156
|
|
|
$
|
2,725,897
|
|
|
$
|
10,291,540
|
|
|
$
|
(193,292,484
|
)
|
|
$
|
5,656,274
|
|
|
$
|
4,014,347
|
|
8. Concentration, Market and Credit Risk:
BFZ, BFO, BNJ and BNY invest a substantial amount of their assets
in issuers located in a single state or limited number of states. Please see the Schedules of Investments for concentrations in specific states or US
territories.
Many municipalities insure repayment of their bonds, which may
reduce the potential for loss due to credit risk. The market value of these bonds may fluctuate for other reasons, including market perception of the
value of such insurance, and there is no guarantee that the insurer will meet its obligation.
In the normal course of business, the Trusts invest in securities
and enter into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its
obligations
60
|
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
|
|
Notes to Financial Statements (continued)
|
|
(issuer credit risk). The value of securities held by the
Trusts may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Trusts; conditions
affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest
rate and price fluctuations. Similar to issuer credit risk, the Trusts may be exposed to counterparty credit risk, or the risk that an entity with
which the Trusts have unsettled or open transactions may fail to or be unable to perform on its commitments. The Trusts manage counterparty credit risk
by entering into transactions only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the
financial stability of those counterparties. Financial assets, which potentially expose the Trusts to market, issuer and counterparty credit risks,
consist principally of financial instruments and receivables due from counterparties. The extent of the Trusts exposure to market, issuer and
counterparty credit risks with respect to these financial assets is generally approximated by their value recorded in the Statements of Assets and
Liabilities, less any collateral held by the Trusts.
The Trusts invest a significant portion of their assets in
fixed-income securities and/or use derivatives tied to the fixed income markets. See the Schedules of Investments for these securities and/or
derivatives. Changes in market interest rates or economic conditions, including the Federal Reserves decision in December 2013 to taper its
quantitative easing policy, may affect the value and/or liquidity of such investments. Interest rate risk is the risk that prices of bonds and other
fixed-income securities will increase as interest rates fall and decrease as interest rates rise. The Trusts may be subject to a greater risk of rising
interest rates due to the current period of historically low rates.
As of January 31, 2014, BFZ invested a significant portion of its
assets in securities in the County/City/Special District/School District and Utilities sectors. BFO and BBF invested a significant portion of their
assets in securities in the County/City/Special District/School District and Transportation sectors. BNJ invested a significant portion of its assets
in securities in the Transportation and State sectors. BNY invested a significant portion of its assets in the County/City/Special District/School
District and Education sectors. Changes in economic conditions affecting the County/City/Special District/School District, State, Utilities,
Transportation and Education sectors would have a greater impact on the Trusts and could affect the value, income and/or liquidity of positions in such
securities.
On December 10, 2013, regulators published final rules
implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Volcker Rule), which prohibit banking
entities from engaging in proprietary trading of certain instruments and limit such entities investments in, and relationships with,
covered funds, as defined in the rules. Banking entities subject to the rules are required to fully comply by July 21, 2015. These rules
may preclude banking entities and their affiliates from (i) sponsoring TOB trust programs (as such programs are presently structured) and (ii)
continuing relationships with or services for existing TOB trust programs. As a result, TOB trusts may need to be restructured or unwound. There can be
no assurances that TOB trusts can be restructured, that new sponsors of TOB trusts will develop, or that alternative forms of leverage will be
available to the Trusts. Any alternative forms of leverage may be more or less advantageous to the Trusts than existing TOB leverage.
TOB transactions constitute an important component of the
municipal bond market. Accordingly, implementation of the Volcker Rule may adversely impact the municipal market, including through reduced demand for
and liquidity of municipal bonds and increased financing costs for municipal issuers. Any such developments could adversely affect the Trusts. The
ultimate impact of these rules on the TOB market and the overall municipal market is not yet certain.
9. Capital Share Transactions:
Each Trust is authorized to issue an unlimited number of shares,
all of which were initially classified as Common Shares. The par value for each Trusts Common Shares is $0.001. Each Trusts Board is
authorized, however, to reclassify any unissued Common Shares to Preferred Shares without approval of Common Shareholders.
At January 31, 2014, Common Shares of BTT owned by affiliates of
the Manager was 5,571 shares.
Upon commencement of operations, organization costs associated
with the establishment of BTT were expensed by BTT. Offering costs incurred in connection with BTTs offering of Common Shares have been charged
against the proceeds from the initial Common Share offering in the amount of $2,612,000.
Common Shares
For the periods shown, shares issued and outstanding increased by
the following amounts as a result of dividend reinvestment:
|
|
Six Months
Ended
January 31,
2014
|
|
Year Ended
July 31,
2013
|
BFZ
|
|
|
|
36,393
|
|
BBF
|
|
|
|
3,273
|
|
BTT
|
|
|
|
|
|
BNJ
|
|
|
|
17,491
|
|
BNY
|
|
|
|
36,314
|
|
Shares issued and outstanding remained constant for BFO for the
six months ended January 31, 2014 and the year ended July 31, 2013.
For BTT, shares issued and outstanding for the period August 30,
2012 to July 31, 2013, increased by 62,000,000 from the initial public offering and 8,500,000 from the underwriters exercising their
over-allotment option.
Preferred Shares
The Trusts Preferred Shares rank prior to the Trusts
Common Shares as to the payment of dividends by the Trusts and distribution of assets upon dissolution or liquidation of the Trusts. The 1940 Act
prohibits the declaration of any dividend on the Trusts Common Shares or the repurchase of the Trusts Common Shares if the Trusts fail to
maintain the asset coverage of at least 200% of the liquidation preference of the outstanding Preferred Shares. In addition, pursuant to the Preferred
Shares governing instrument, the Trusts are restricted from declaring and paying dividends on classes of shares ranking junior to or on parity
with
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
61
|
|
|
Notes to Financial Statements (continued)
|
|
the Preferred Shares or repurchasing such shares if the Trusts
fail to declare and pay dividends on the Preferred Shares, redeem any Preferred Shares required to be redeemed under the Preferred Shares governing
instrument or comply with the basic maintenance amount requirement of the rating agencies then rating the Preferred Shares.
The holders of Preferred Shares have voting rights equal to the
holders of Common Shares (one vote per share) and will vote together with holders of Common Shares (one vote per share) as a single class. However, the
holders of Preferred Shares, voting as a separate class, are also entitled to elect two Trustees for each Trust. In addition, the 1940 Act requires
that along with approval by shareholders that might otherwise be required, the approval of the holders of a majority of any outstanding Preferred
Shares, voting separately as a class would be required to (a) adopt any plan of reorganization that would adversely affect the Preferred Shares, (b)
change a Trusts sub-classification as a closed-end investment company or change its fundamental investment restrictions or (c) change its
business so as to cease to be an investment company.
VRDP Shares
BBF has issued Series W-7 VRDP Shares, $100,000 liquidation value
per share, in a privately negotiated offering. The VRDP Shares were offered to qualified institutional buyers as defined pursuant to Rule 144A under
the Securities Act of 1933, as amended, (the Securities Act) and include a liquidity feature, pursuant to a liquidity agreement, that
allows the holders of VRDP Shares to have their shares purchased by the liquidity provider in the event of a failed remarketing. BBF is required to
redeem the VRDP Shares owned by the liquidity provider after six months of continuous, unsuccessful remarketing. Upon the occurrence of the first
unsuccessful remarketing, BBF is required to segregate liquid assets to fund the redemption. The VRDP Shares are subject to certain restrictions on
transfer.
The VRDP Shares outstanding as of January 31, 2014 were as
follows:
|
|
|
|
Issue
Date
|
|
Shares
Issued
|
|
Aggregate
Principal
|
|
Maturity
Date
|
BBF
|
|
|
|
|
9/15/11
|
|
|
|
342
|
|
|
$
|
34,200,000
|
|
|
|
10/01/41
|
|
BBF entered into a fee agreement with the liquidity provider that
may require a per annum liquidity fee payable to the liquidity provider. These fees are shown as liquidity fees in the Statements of
Operations.
The initial fee agreement between BBF and the liquidity provider
was for a 364 day term and was scheduled to expire on September 15, 2012 and subsequently extended until March 15, 2013, unless renewed or terminated
in advance. On November 29, 2012, BBF entered into a new fee agreement with an alternate liquidity provider. The new fee agreement is for a 2 year term
and is scheduled to expire on December 4, 2014, unless renewed or terminated in advance. The change in liquidity provider resulted in a mandatory
tender of BBFs VRDP Shares on November 28, 2012, which were successfully remarketed by the remarketing agent.
In the event the fee agreement is not renewed or is terminated in
advance, and BBF does not enter into a fee agreement with an alternate liquidity provider, the VRDP Shares will be subject to mandatory purchase by the
liquidity provider prior to the termination of the fee agreement. BBF is required to redeem any VRDP Shares purchased by the liquidity provider six
months after the purchase date. Immediately after the purchase of any VRDP Shares by the liquidity provider, BBF is required to begin to segregate
liquid assets with BBFs custodian to fund the redemption. There is no assurance BBF will replace such redeemed VRDP Shares with any other
preferred shares or other form of leverage.
BBF is required to redeem its VRDP Shares on the maturity date,
unless earlier redeemed or repurchased. Six months prior to the maturity date, BBF is required to begin to segregate liquid assets with BBFs
custodian to fund the redemption. In addition, BBF is required to redeem certain of its outstanding VRDP Shares if it fails to maintain certain asset
coverage, basic maintenance amount or leverage requirements.
Subject to certain conditions, the VRDP Shares may be redeemed, in
whole or in part, at any time at the option of BBF. The redemption price per VRDP Share is equal to the liquidation value per share plus any
outstanding unpaid dividends. In the event of an optional redemption of the VRDP Shares prior to the initial termination date of the fee agreement, BBF
must pay the liquidity provider fees on such redeemed VRDP Shares for the remaining term of the fee agreement up to the initial termination
date.
Dividends on the VRDP Shares are payable monthly at a variable
rate set weekly by the remarketing agent. Such dividend rates are generally based upon a spread over a base rate and cannot exceed a maximum rate. In
the event of a failed remarketing, the dividend rate of the VRDP Shares will be reset to a maximum rate. The maximum rate is determined based on, among
other things, the long-term preferred share rating assigned to the VRDP Shares and the length of time that the VRDP Shares fail to be remarketed. At
the date of issuance, the VRDP Shares were assigned a long-term rating of Aaa from Moodys and AAA from Fitch. Subsequent to the issuance of the
VRDP Shares, Moodys completed a review of its methodology for rating securities issued by registered closed-end funds. As of January 31, 2014,
the VRDP Shares were assigned a long-term rating of Aa2 from Moodys under its new ratings methodology. The VRDP Shares continue to be assigned a
long-term rating of AAA from Fitch.
The short-term ratings on the VRDP Shares are directly related to
the short-term ratings of the liquidity provider for such VRDP Shares. Changes in the credit quality of the liquidity provider could cause a change in
the short-term credit ratings of the VRDP Shares as rated by Moodys, Fitch and/or S&P. A change in the short-term credit rating of the
liquidity provider or the VRDP Shares may adversely affect the dividend rate paid on such shares, although the dividend rate paid on the VRDP Shares is
not directly related based upon either short-term rating. As of January 31, 2014, the short-term ratings of the liquidity provider and the VRDP Shares
for BBF were P-1, F1 and A1 as rated by Moodys, Fitch and/or S&P, respectively. The liquidity provider may be terminated prior to the
scheduled termination date if the liquidity provider fails to maintain short-term debt ratings in one of the two highest rating
categories.
For financial reporting purposes, the VRDP Shares are considered
debt of the issuer; therefore, the liquidation value, which approximates fair value, of the VRDP Shares is recorded as a liability in the Statements of
Assets
62
|
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
|
|
Notes to Financial Statements (continued)
|
|
and Liabilities. Unpaid dividends are included in interest
expense and fees payable in the Statements of Assets and Liabilities, and the dividends accrued and paid on the VRDP Shares are included as a component
of interest expense, fees and amortization of offering costs in the Statements of Operations. The VRDP Shares are treated as equity for tax purposes.
Dividends paid to holders of the VRDP Shares are generally classified as tax-exempt income for tax-reporting purposes.
BBF may incur remarketing fees of 0.10% on the aggregate principal
amount of all the VRDP Shares, which, if any, are included in remarketing fees on Preferred Shares in the Statements of Operations. All of BBFs
VRDP Shares that were tendered for remarketing during the six months ended January 31, 2014 were successfully remarketed, with an annualized dividend
rate of 0.26%.
VMTP Shares
BFZ, BNJ and BNY (collectively, the VMTP Trusts), have
issued Series W-7 VMTP Shares, $100,000 liquidation value per share, in a privately negotiated offering and sale of VMTP Shares exempt from
registration under the Securities Act.
The VMTP Shares outstanding as of January 31, 2014 were as
follows:
|
|
|
|
Issue
Date
|
|
Shares
Issued
|
|
Aggregate
Principal
|
|
Term
Date
|
BFZ
|
|
|
|
|
3/22/12
|
|
|
|
1,713
|
|
|
$
|
171,300,000
|
|
|
|
4/01/15
|
|
BNJ
|
|
|
|
|
3/22/12
|
|
|
|
591
|
|
|
$
|
59,100,000
|
|
|
|
4/01/15
|
|
BNY
|
|
|
|
|
3/22/12
|
|
|
|
945
|
|
|
$
|
94,500,000
|
|
|
|
4/01/15
|
|
Each VMTP Trust is required to redeem its VMTP Shares on the term
date, unless earlier redeemed or repurchased or unless extended. There is no assurance that the term of a Trusts VMTP Shares will be extended or
that a Trusts VMTP Shares will be replaced with any other preferred shares or other form of leverage upon the redemption or repurchase of the
VMTP Shares. Six months prior to term date, each VMTP Trust is required to begin to segregate liquid assets with the Trusts custodian to fund the
redemption. In addition, each VMTP Trust is required to redeem certain of its outstanding VMTP Shares if it fails to maintain certain asset coverage,
basic maintenance amount or leverage requirements.
Subject to certain conditions, a Trusts VMTP Shares may be
redeemed, in whole or in part, at any time at the option of the Trust. The redemption price per VMTP Share is equal to the liquidation value per share
plus any outstanding unpaid dividends and applicable redemption premium. If the Trust redeems the VMTP Shares on a date that is one year or more prior
to the term date and the VMTP Shares are rated above A1/A+ by Moodys and Fitch, respectively, then such redemption is subject to a prescribed
redemption premium (up to 3% of the liquidation preference) payable to the holder of the VMTP Shares based on the time remaining to the term date,
subject to certain exceptions for redemptions that are required to maintain minimum asset coverage requirements. The VMTP Shares are subject to certain
restrictions on transfer, and a Trust may also be required to register the VMTP Shares for sale under the Securities Act under certain circumstances.
In addition, amendments to the VMTP governing document generally require the consent of the holders of VMTP Shares.
Dividends on the VMTP Shares are declared daily and payable
monthly at a variable rate set weekly at a fixed rate spread to the Securities Industry and Financial Markets Association Municipal Swap Index (SIFMA).
The fixed spread is determined based on the long-term preferred share rating assigned to the VMTP Shares by Moodys and Fitch. At the date of
issuance, the VMTP Shares were assigned long-term ratings of Aaa from Moodys and AAA from Fitch. Subsequent to the issuance of the VMTP Shares,
Moodys completed a review of its methodology for rating securities issued by registered closed-end funds. As of January 31, 2014, the VMTP Shares
were assigned a long-term rating of Aa1 and Aa2 from Moodys under its new rating methodology. The VMTP Shares continue to be assigned a long-term
rating of AAA from Fitch. The dividend rate on the VMTP Shares is subject to a step-up spread if the Fund fails to comply with certain provisions,
including, among other things, the timely payment of dividends, redemptions or gross-up payments, and maintaining certain asset coverage and leverage
requirements.
The average annualized dividend rates for the VMTP Shares for the
six months ended January 31, 2014 were as follows:
|
|
|
|
Rate
|
BFZ
|
|
|
|
|
1.06
|
%
|
BNJ
|
|
|
|
|
1.06
|
%
|
BNY
|
|
|
|
|
1.06
|
%
|
For financial reporting purposes, the VMTP Shares are considered
debt of the issuer; therefore the liquidation value, which approximates fair value, of the VMTP Shares is recorded as a liability in the Statements of
Assets and Liabilities. Unpaid dividends are included in interest expense and fees payable in the Statements of Assets and Liabilities, and the
dividends accrued and paid on the VMTP Shares are included as a component of interest expense, fees and amortization of offering costs in the
Statements of Operations. The VMTP Shares are treated as equity for tax purposes. Dividends paid to holders of the VMTP Shares are generally classified
as tax-exempt income for tax-reporting purposes.
VMTP Shares issued and outstanding remained constant for the six
months ended January 31, 2014.
RVMTP Shares
BTT has issued Series W-7 RVMTP Shares, $5,000,000 liquidation
value per share, in a privately negotiated offering and sale of RVMTP Shares exempt from registration under the Securities Act.
The RVMTP Shares outstanding as of January 31, 2014 were as
follows:
|
|
|
|
Issue
Date
|
|
Shares
Issued
|
|
Aggregate
Principal
|
|
Term
Date
|
BTT
|
|
|
|
|
1/10/13
|
|
|
|
50
|
|
|
$
|
250,000,000
|
|
|
|
12/31/2030
|
|
|
|
|
|
|
1/30/13
|
|
|
|
50
|
|
|
$
|
250,000,000
|
|
|
|
12/31/2030
|
|
|
|
|
|
|
2/20/13
|
|
|
|
50
|
|
|
$
|
250,000,000
|
|
|
|
12/31/2030
|
|
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
63
|
|
|
Notes to Financial Statements (continued)
|
|
BTT is required to redeem its RVMTP Shares on the term date or
within six months of an unsuccessful remarketing, unless earlier redeemed or repurchased. There is no assurance that BTTs RVMTP Shares will be
replaced with any other preferred shares or other form of leverage upon the redemption or repurchase of the RVMTP Shares. In addition, BTT is required
to redeem certain of its outstanding RVMTP Shares if it fails to maintain certain asset coverage, basic maintenance amount or leverage
requirements.
Subject to certain conditions, BTTs RVMTP Shares may be
redeemed, in whole or in part, at any time at the option of BTT. The redemption price per RVMTP Share is equal to the liquidation value per share plus
any outstanding unpaid dividends. The RVMTP Shares are subject to certain restrictions on transfer outside of a remarketing. The RVMTP Shares are
subject to remarketing upon 90 days notice by holders of the RVMTP Shares and 30-days notice by BTT. Each remarketing must be at least six months
apart from the last remarketing. A holder of RVMTP Shares may submit notice of remarketing only if such holder requests a remarketing of at least the
lesser of (i) $100,000,000 of RVMTP Shares or (ii) all of the RVMTP Shares held by such holder. Amendments to the RVMTP governing document generally
require the consent of the holders of RVMTP Shares.
Dividends on the RVMTP Shares are declared daily and payable
monthly at a variable rate set weekly at a fixed rate spread to the Securities Industry and Financial Markets Association Municipal Swap Index (SIFMA).
The initial fixed rate spread was agreed upon by the Purchaser and BTT on the initial date of issuance for the Series W-7 RVMTP Shares. The initial
fixed rate spread may be adjusted at each remarketing or upon the agreement between BTT and all of the holders of the RVMTP Shares. In the event all of
the RVMTP Shares submitted for remarketing are not successfully remarketed, a failed remarketing will occur, and all holders would retain their RVMTP
Shares. In the event of a failed remarketing, the fixed rate spread would be set at the fixed rate spread applicable to such failed remarketing. BTT
has the right to reject any fixed spread determined at a remarketing, and such rejection would result in a failed remarketing and the fixed rate spread
being set at the fixed rate spread applicable to such failed remarketing. The fixed rate spread applicable due to a failed remarketing depends on
whether the remarketing was pursuant to a mandatory or non-mandatory tender. In the case of a failed remarketing following a mandatory tender, the
failed remarketing spread would be the sum of the last applicable spread in effect immediately prior to the failed remarketing date for such failed
remarketing plus 0.75%. In the case of a failed remarketing not associated with a mandatory tender, the failed remarketing spread would be the sum of
the last applicable spread in effect immediately prior to the failed remarketing date for such failed remarketing plus 0.25%. In the event of a failed
remarketing that is not subsequently cured, BTT will be required to redeem the RVMTP Shares subject to such failed remarketing on a date that is
approximately six months from the remarketing date for such failed remarketing, provided that no redemption of any RVMTP Share may occur within one
year of the date of issuance of such RVMTP Share. At the date of issuance, the RVMTP Shares were assigned long-term ratings of Aa1 from Moodys
and AAA from Fitch. The dividend rate on the RVMTP Shares is subject to a step-up spread if the Fund fails to comply with certain provisions,
including, among other things, the timely payment of dividends, redemptions or gross-up payments, and maintaining certain asset coverage and leverage
requirements.
There were no RVMTP Shares that were tendered for remarketing
during the six months ended January 31, 2014.
The average annualized dividend rate for the BTT RVMTP Shares for
the six months ended January 31, 2014 was 0.76%.
For financial reporting purposes, the RVMTP Shares are considered
debt of the issuer; therefore the liquidation value, which approximates fair value, of the RVMTP Shares is recorded as a liability in the Statements of
Assets and Liabilities. Unpaid dividends are included in interest expense and fees payable in the Statements of Assets and Liabilities, and the
dividends accrued and paid on the RVMTP Shares are included as a component of interest expense, fees and amortization of offering costs in the
Statements of Operations. The RVMTP Shares are treated as equity for tax purposes. Dividends paid to holders of the RVMTP Shares are generally
classified as tax-exempt income for tax-reporting purposes.
Offering Costs:
The Income Trusts incurred costs in
connection with the issuance of VRDP Shares, VMTP Shares and/or RVMTP Shares. For VRDP Shares, these costs were recorded as a deferred charge and will
be amortized over the 30-year life of the VRDP Shares with the exception of upfront fees paid to the liquidity provider, which were amortized over the
life of the liquidity agreement. For VMTP Shares, these costs were recorded as a deferred charge and will be amortized over the three-year life of the
VMTP Shares. For RVMTP Shares, these costs were recorded as a deferred charge and will be amortized over the 18-year life of the RVMTP Shares.
Amortization of these costs is included in interest expense, fees and amortization of offering costs in the Statements of Operations.
AMPS
The AMPS are redeemable at the option of BFO, in whole or in part,
on any dividend payment date at their liquidation preference per share plus any accumulated and unpaid dividends whether or not declared. The AMPS are
also subject to mandatory redemption at their liquidation preference plus any accumulated and unpaid dividends, whether or not declared, if certain
requirements relating to the composition of the assets and liabilities of BFO, as set forth in BFOS Statement of Preferences (the Governing
Instrument) are not satisfied.
From time to time in the future, BFO may effect repurchases of its
AMPS at prices below their liquidation preference as agreed upon by BFO and seller. BFO also may redeem its AMPS from time to time as provided in the
applicable Governing Instrument. BFO intends to effect such redemptions and/or repurchases to the extent necessary to maintain applicable asset
coverage requirements or for such other reasons as the Board may determine.
In order to provide additional flexibility for BFO to potentially
continue to conduct partial redemptions of preferred shares in the future, the Board of BFO approved an amendment to BFOs Preferred Shares
Statement of Preferences. The amendment eliminates a requirement that precluded partial redemptions of Preferred Shares once the number of
Preferred
64
|
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
|
|
Notes to Financial Statements (concluded)
|
|
Shares outstanding for a particular series fell below 300
shares. The Board of BFO believes the removal of this requirement is in the best interest of BFO and shareholders as it seeks to provide additional
flexibility to conduct partial redemptions of Preferred Shares in advance of BFOs maturity, if such redemption is otherwise determined to be
consistent with the best interest of the BFO and its shareholders.
The AMPS outstanding as of six months ended January 31, 2014 were
as follows:
|
|
|
|
Series
|
|
AMPS
|
|
Effective
Yield
|
|
Rate
Frequency
Days
|
Moodys
Rating
|
|
BFO
|
|
|
|
|
F-7
|
|
|
|
764
|
|
|
|
0.17
|
%
|
|
|
7
|
|
Aa2
|
|
Dividends on seven-day AMPS are cumulative at a rate, which is
reset every seven days based on the results of an auction. If the AMPS fail to clear the auction on an auction date, BFO is required to pay the maximum
applicable rate on the AMPS to holders of such shares for successive dividend periods until such time as the shares are successfully auctioned. The
maximum applicable rate on all series of AMPS prior to November 1, 2012 was the higher of 110% of the AA commercial paper rate or 100% of 90% of the
Kenny S&P 30-day High Grade Index rate divided by 1.00 minus the marginal tax rate. The Kenny S&P 30-day High Grade Index was discontinued as
of November 1, 2012. For purposes of calculating the maximum applicable rate, the Kenny S&P 30-day High Grade Index was replaced with the S&P
Municipal Bond 7-Day High Grade Rate Index as of November 1, 2012. The low, high and average dividend rates on the AMPS for BFO for the six months
ended January 31, 2014 were as follows:
|
|
|
|
Series
|
|
Low
|
|
High
|
|
Average
|
BFO
|
|
|
|
|
F-7
|
|
|
|
0.08
|
%
|
|
|
0.38
|
%
|
|
|
0.22
|
%
|
Since February 13, 2008, the AMPS of BFO failed to clear any of
their auctions. As a result, the AMPS dividend rates were reset to the maximum applicable rate, which ranged from 0.35% to 1.94% for the six months
ended January 31, 2014. A failed auction is not an event of default for the Trust but it has a negative impact on the liquidity of AMPS. A failed
auction occurs when there are more sellers of a funds AMPS than buyers. A successful auction for the Trusts AMPS may not occur for some
time, if ever, and even if liquidity does resume, holders of AMPS may not have the ability to sell the AMPS at their liquidation
preference.
BFO paid commissions of 0.15% on the aggregate principal amount of
all shares that fail to clear their auctions and 0.25% on the aggregate principal amount of all shares that successfully clear their auctions. Certain
broker dealers have individually agreed to reduce commissions for failed auctions. The commissions paid to these broker dealers are included in
remarketing fees on Preferred Shares in the Statements of Operations.
During the six months ended January 31, 2014, BFO announced the
following redemptions of AMPS at a price of $25,000 per share plus any accrued and unpaid dividends through the redemption date:
|
|
|
|
Series
|
|
Redemption
Date
|
|
Shares
Redeemed
|
|
Aggregate
Principal
|
BFO
|
|
|
|
|
F-7
|
|
|
|
9/09/13
|
|
|
|
80
|
|
|
$
|
2,000,000
|
|
|
|
|
|
|
F-7
|
|
|
|
10/28/13
|
|
|
|
384
|
|
|
$
|
9,600,000
|
|
|
|
|
|
|
F-7
|
|
|
|
12/02/13
|
|
|
|
110
|
|
|
$
|
2,750,000
|
|
|
|
|
|
|
F-7
|
|
|
|
1/06/14
|
|
|
|
65
|
|
|
$
|
1,625,000
|
|
10. Subsequent Events:
Managements evaluation of the impact of all subsequent
events on the Trusts financial statements was completed through the date the financial statements were issued and the following items were
noted:
Each Trust paid a net investment income dividend on March 3, 2014
to Common Shareholders of record on February 14, 2014:
|
|
|
|
Common
Dividend
Per Share
|
BFZ
|
|
|
|
$
|
0.077700
|
|
BFO
|
|
|
|
$
|
0.050250
|
|
BBF
|
|
|
|
$
|
0.072375
|
|
BTT
|
|
|
|
$
|
0.093750
|
|
BNJ
|
|
|
|
$
|
0.075100
|
|
BNY
|
|
|
|
$
|
0.069000
|
|
Additionally, the Trusts declared a net investment income dividend
on March 3, 2014 payable to Common Shareholders of record on March 14, 2014, for the same amounts noted above.
The dividends declared on Preferred Shares for the period February
1, 2014 to February 28, 2014 were as follows:
|
|
Series
|
|
Dividends
Declared
|
BFZ
VMTP Shares
|
|
W-7
|
|
$
|
135,914
|
BFO
AMPS
|
|
F-7
|
|
$
|
211
|
BBF
VRDP Shares
|
|
W-7
|
|
$
|
3,336
|
BTT
RVMTP Shares
|
|
W-7
|
|
$
|
393,698
|
BNJ
VMTP Shares
|
|
W-7
|
|
$
|
46,891
|
BNY
VMTP Shares
|
|
W-7
|
|
$
|
74,979
|
SEMI-ANNUAL REPORT
|
JANUARY 31, 2014
|
65
|