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Simplifying and scaling BlackRock’s municipal closed-end fund offerings

Key Points

  • BlackRock’s municipal closed-end fund range provides diverse exposure to municipal bonds, including investment grade, high yield and state specific strategies
  • BlackRock is seeking to simplify its municipal closed-end fund platform by reorganizing 16 municipal closed-end funds into 6 surviving funds
  • The proposed reorganizations may offer benefits to shareholders, including potentially improved valuations, higher earnings, lower fund expenses and increased trading volumes
  • Each surviving fund intends to implement a discount management program that seeks to mitigate discounts over time
  • Shareholders are being asked to approve the reorganizations at the shareholder meetings to be held on November 20, 2025
Sixteen Muni (Target) CEFs to be reorganized into six Surviving Funds1
BlackRock Municipal Merger Summary1
Surviving Funds Surviving Fund Strategy Target Funds
MUA High Yield Muni
BTA
MUC California Muni
BFZ
MYN New York Muni
BNY
MHN
MQY National Muni
MYD
MQT
BKN
BHV
MPA
MHD National Muni
MUE
BFK
BYM
BLE
MYI National Muni
MVF
MVT
MIY

1 BlackRock Long-Term Municipal Advantage Trust (BTA) into BlackRock MuniAssets Fund, Inc. (MUA), BlackRock California Municipal Income Trust (BFZ) into BlackRock MuniHoldings California Quality Fund, Inc. (MUC), BlackRock New York Municipal Income Trust (BNY)/BlackRock MuniHoldings New York Quality Fund, Inc (MHN) into BlackRock MuniYield New York Quality Fund, Inc (MYN), BlackRock MuniYield Fund, Inc. (MYD)/BlackRock MuniYield Quality Fund II, Inc. (MQT)/BlackRock Investment Quality Municipal Trust, Inc. (BKN)/BlackRock Virginia Municipal Bond Trust (BHV)/BlackRock MuniYield Pennsylvania Quality Fund (MPA)into BlackRock MuniYield Quality Fund, Inc. (MQY), BlackRock MuniHoldings Quality Fund II, Inc. (MUE)/BlackRock Municipal Income Trust (BFK)/BlackRock Municipal Income Quality Trust (BYM)/ BlackRock Municipal Income Trust II (BLE) into BlackRock MuniHoldings Fund, Inc. (MHD), BlackRock MuniVestFund, Inc. (MVF)/BlackRock MuniVestFund II, Inc. (MVT)/ BlackRock MuniYield Michigan Quality Fund, Inc. (MIY)/ into BlackRock MuniYield Quality Fund III, Inc. (MYI)

Simplifying and scaling

BlackRock is a leader in the municipal closed-end fund (“CEF”) industry with over $20 Billion in assets under management across 26 municipal funds as of 8/31/2025. In certain cases, funds may have substantially similar investment objectives and investment strategies. BlackRock is seeking to simplify the investor experience by reducing fund overlap. Additionally, by combining these funds, shareholders may benefit from increased scale. Importantly, all municipal CEFs funds are managed by BlackRock’s Municipal Bond Group, leveraging the same credit research and other resources across products.

Potential shareholder benefits

The proposed reorganizations may offer benefits to shareholders, including potentially improved valuations, higher earnings, lower fund expenses and increased trading volumes. However, there can be no assurance that these outcomes will be achieved or that market prices and discounts will improve following the reorganizations. Shareholder experience may vary.

Discount management program

Beginning in 2026, each of the surviving funds will implement a “discount management program” (“DMP”), assuming the reorganizations are approved. Under the DMP, each surviving fund would conduct an annual tender offer, contingent on:

  • Measurement period: the measurement period will run from January 1 through September 30 of each year
  • Discount trigger: Each Fund’s shares trading at an average daily discount to NAV greater than 10%
  • Liquidity event: If triggered, the tender will be for a minimum of 5% of each Fund’s outstanding Shares at a price equal to 98% of NAV

Your voice matters—submit your proxy vote today to support the proposed fund reorganizations here


BLK proxy

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If you have any questions on how to vote or about the proposals to be voted on, please contact
Georgeson LLC at 1-833-880-9327


PLEASE READ THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS AND VISIT BLACKROCK.COM TO READ THE SHAREHOLDER REPORT FOR MORE INFORMATION

You should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. This and other information can be found in the Fund’s prospectus or shareholder report, as applicable, which may be obtained by visiting the BlackRock Fund Prospectuses & Shareholder Reports webpage, calling 800-882-0052 or from your financial professional. Read the Fund’s prospectus or shareholder report, as applicable, carefully before investing.

Investing involves risks including possible loss of principal.

This letter is qualified in its entirety by reference to the information included in the accompanying prospectus supplement and prospectus. The accompanying prospectus supplement and prospectus contain the Fund’s investment objectives, risks, and charges and expenses and other information about the Fund, including risk factors that should be carefully considered before participating in the Offer. The common shares may decline in value or even lose all of their value. The accompanying prospectus supplement and prospectus should be read carefully before investing. This information should not be relied upon as research, investment advice or a recommendation regarding any products, strategies or any security in particular. This material is for informational purposes only and subject to change.

Past performance is not indicative of future results. This material is not intended to be relied upon as a forecast, research or investment advice, and is not a recommendation, offer or solicitation to buy or sell any securities or to adopt any investment strategy. The opinions expressed may change as subsequent conditions vary. The information and opinions contained in this material are derived from proprietary and nonproprietary sources deemed by BlackRock to be reliable, are not necessarily all inclusive and are not guaranteed as to accuracy. There is no guarantee that any of these views will come to pass.

CERTAIN RISKS. Investing in the Fund involves risks, including the risk that investors may receive little or no return on their investment or may lose part or all of their investment. Below is a summary of certain principal risks of investing in the Fund. For a more complete discussion of the risks of investing in the Fund, see “Risks” in the accompanying prospectus. Investors should consider carefully the following principal risks before investing in the Fund. An investment in the Fund is subject toinvestment and market risk, including the possible loss of an investor’s entire investment. Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to his or her investment objectives and personal situation and (ii) consider factors such as his or her personal net worth, income, age, risk tolerance and liquidity needs.

TAXATION. The Fund has elected to be treated and has qualified, and intends to continue to qualify annually to be treated forU.S. federal income tax purposes, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended. Accordingly, the Fund generally will not pay corporate-level federal income taxes on any net ordinary income or capital gains that it currently distributes to its common shareholders. To qualify and maintain its qualification as a RIC for U.S. federal income tax purposes, the Fund must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of its net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See “Tax Matters” in the accompanying prospectus

DILUTION. Record date shareholders who do not fully exercise their Rights will, at the completion of the Offer, own a smallerproportional interest in the Fund than owned prior to the Offer. The completion of the Offer will result in immediate voting dilution for such shareholders. If the subscription price is less than the net asset value per common share as of the expiration date, the completion of this Offer will result in an immediate dilution of the net asset value per common share for all existing common shareholders (i.e., will cause the net asset value per common share of the Fund to decrease). It is anticipated that existing common shareholders will experience immediate dilution even if they fully exercise their Rights. Such dilution is not currently determinable because it is not known how many common shares will be subscribed for, what the net asset value per common share or market price of the Fund’s common shares will be on the expiration date or what the subscription price per common share will be. Any such dilution could be substantial. If the subscription price is substantially less than the current net asset value per common share, this dilution could be substantial. BlackRock will pay all expenses associated with the Offer, including the solicitation and dealer management fees, in support of the transaction.See “Special Characteristics and Risks of the Rights Offering—Dilution” in the accompanying prospectus supplement.

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Prepared by BlackRock Investments, LLC, member FINRA.

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