BlackRock Capital Allocation Term Trust DEFA14A, filed May 22, 2024
BlackRock Capital Allocation Term Trust (BCAT)
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
☐ Definitive Proxy Statement |
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ Definitive Additional Materials | ||
| ☐ Soliciting Material Pursuant to § 240.14a-12 | ||
BLACKROCK CAPITAL ALLOCATION TERM 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 the appropriate box):
| ☒ | 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. |
On May 22, 2024, representatives of the funds listed below (collectively, the “Funds”) gave a presentation to representatives of Institutional Shareholder Services Inc. regarding the Funds. A copy of this presentation is filed herewith.
BlackRock California Municipal Income Trust
BlackRock New York Municipal Income Trust
BlackRock MuniHoldings New York Quality Fund, Inc.
BlackRock MuniYield Pennsylvania Quality Fund
BlackRock MuniYield New York Quality Fund, Inc.
BlackRock Innovation and Growth Term Trust
BlackRock Health Sciences Term Trust
BlackRock Science and Technology Term Trust
BlackRock Capital Allocation Term Trust
BlackRock ESG Capital Allocation Term Trust
BlackRock Closed-End Funds
Focused on the interests of all shareholders
Contested funds:
BlackRock California Municipal Income Trust (NYSE: BFZ) BlackRock New York Municipal Income Trust (NYSE: BNY)
BlackRock MuniHoldings New York Quality Fund, Inc. (NYSE: MHN) BlackRock MuniYield Pennsylvania Quality Fund (NYSE: MPA) BlackRock MuniYield New York Quality Fund, Inc. (NYSE: MYN)
BlackRock Innovation and Growth Term Trust (NYSE: BIGZ) BlackRock Health Sciences Term Trust (NYSE: BMEZ)
BlackRock Science and Technology Term Trust (NYSE: BSTZ)
BlackRock Capital Allocation Term Trust (NYSE: BCAT) BlackRock ESG Capital Allocation Term Trust (NYSE: ECAT)
Executive Summary
• Since 1988, BlackRock has
been a leader in closed-end funds (CEFs) through
BlackRock1 – a trusted continuous innovation and a focus on
clients’ evolving needs fiduciary for investors • BlackRock’s CEFs are structured to meet the financial goals of all shareholders, offering a unique value proposition
• The Funds’ Boards protect all shareholders, with a focus on their need for The Funds’2 Boards and steady income, and take proactive actions to mitigate discounts
management teams o We manage numerous funds, the majority of which are performing well and create value for all many trade at a premium; however, some trade at a discount shareholders • BlackRock provides substantial benefits in terms of fair
treatment, distribution and risk management / investment expertise from 19,000+ professionals
• The Funds’ Boards in aggregate have the extensive set of
skills needed to
Rigorous Board oversight effectively oversee CEFs and are open to engaging with all shareholders
ensures all shareholders
are protected • The Funds’ Boards regularly meet with the
CEFs’ portfolio management teams to assess performance and fund positioning
Inherent conflict between
• NY-based hedge fund Saba Capital Management, LP’s (“Saba”) extensive
Saba’s self-serving history of destructive actions has harmed CEF shareholders
interests
and those of
• Saba’s tactics are self-serving and not in the best interests of all shareholders
other shareholders
• Saba’s nominees have few relevant skills to provide oversight
and add no value
Saba’s nominees are to the current Boards unqualified and conflicted • Their legacy and ongoing relationships with Saba raise serious
questions about their independence
1 Where referenced in this presentation, BlackRock refers to the Funds’ Advisor, BlackRock Advisors, LLC; 2 Where
referenced in this presentation, the Funds refers to the 10 contested BlackRock-advised closed-end funds (BFZ, BNY, MHN, MPA, MYN, BIGZ, BMEZ, BSTZ, BCAT, and ECAT) 2
BlackRock – a trusted
fiduciary for investors
Overview of BlackRock CEFs: Designed for CEF shareholders
BlackRock CEFs are structured to meet the financial goals of CEF shareholders, consistent with the investment objective of each fund. Since 1988, BlackRock has established a
leadership position in CEFs through continuous innovation and a focus on the evolving needs of CEF shareholders
? Focus on distributions: Consistent and
predictable distributions over time and across market cycles
? Diversification benefits: Broad investment opportunities typically unavailable to smaller holders,
offered with no performance fee
? “Closed” structure: Stable capital allowing greater investment flexibility, enables PMs to stay invested and limits
forced selling
? Intraday liquidity: Access to less liquid strategies, with ability to sell if needed; prices driven by variety of factors
• Private markets exposure: Launched CEFs with private investment exposure, democratizing private equity for all
• Guaranteed liquidity at NAV: Introduced contingent limited-term CEFs with guaranteed liquidity
• No upfront fees: BlackRock pays 100% of initial costs at IPO vs. investors paying upfront (~$500mm from 2019-2021)
• BlackRock’s investment/risk management expertise: 4 Best-in-class investment/risk
platform, backed by 19,000+ professionals
Characteristics of contested CEFs’ shareholders
Beneficial holder accounts
• 294,861 across 10 CEFs1 Average position
size
~$32K per beneficial holder account across 10 CEFs1
• Median income
$104K of all CEF shareholders2
Average age of shareholders 60+ years 3
across 8 CEFs
Shareholders 60+ years of age
~2/3 across 8 CEFs3 5
The Funds’ Boards protect the main features of CEFs and the interests of all shareholders
CEFs offer a unique combination of steady income, access to private investments, daily liquidity and capital return
BlackRock provides substantial benefits in terms of investment expertise, risk management and distribution support
The Funds’ Boards protect and engage with all shareholders, focusing on their desire and need for steady income
Saba’s actions aim to make Saba money through financial engineering, at the expense of other CEF shareholders
• CEFs exist to address the need for predictable income over time and across investment cycles
• Shareholders seeking exposure to levered or private strategies outside of CEFs must lock up capital for an extended period
• CEFs are not heavily traded, and this limited liquidity creates trading arbitrages that Saba exploits
• Fiduciary mindset reflects the integrity and the unbiased advice at the core of BlackRock’s ethos
• BlackRock’s Aladdin, its proprietary portfolio management system, provides the industry leading risk management tool, supported by 19,000+ professionals
• We believe the vast majority of our 290K+ beneficial holders are far more focused on steady income streams versus NAV liquidation value
• Constructive engagements with shareholders have resulted in benefits to all, Karpus being the latest example
• Liquidity events and changes to investment strategy and portfolio structure negatively impact the remaining shareholders
• Saba is using its financial power and hedge fund structure to take advantage of ’40 Act vehicles because it does not have any fiduciary duty to other shareholders
Despite the Funds’ Boards’ repeated engagements, Saba rejected settlement offers providing significant liquidity events, because they preferred to obtain
CEF Board control
The Funds’ Boards have a duty to protect all
shareholders and to ensure a level playing field
6
The current Board is a better choice than Saba’s less qualified, conflicted nominees
Highly qualified current trustees surpass Saba’s nominees in aggregate and on every relevant skill
? Genuinely independent Chair and Trustees
? New trustees identified by independent Governance
Committee, advised by external search firm
? Multiple years of investment
company and CEF governance experience
? Unrelenting and unconflicted focus on protecting and enhancing all shareholder interests
? Extensive investment experience
? Extensive finance and accounting experience
? Extensive risk and compliance experience
? Extensive public company and Board governance
experience
Current Saba Skills / Experience Trustees Nominees
Independent /
No conflicts 8 2 Executive Leadership 8 4 Public Service or Academic 6 4 Registered Closed-end Fund 10 0 Investment Fund / Asset Mgmt. 7 4 Sustainability 9 4 Public Company Board 6 2 Consulting 6 2 Other
Finance & Accounting 10 4 Retail or Retirement Market 6 1 Risk Mgmt. & Compliance 9 1 Technology 3 2
Note: Additional detail available on pgs. 34, 47
and appendix 7
The Funds’ Boards and management teams create value for all shareholders
BlackRock CEFs targeted by Saba
Asset
Class Contested Funds Key Features
Multi-Asset
Equity
Municipal Bonds
BCAT
ECAT
BIGZ BMEZ BSTZ
BFZ BNY MHN MPA MYN
BlackRock Capital Allocation Term Trust
BlackRock ESG Capital Allocation Term Trust
BlackRock Innovation and Growth Term Trust
BlackRock Health Sciences Term Trust
BlackRock Science and Technology Term
Trust
BlackRock California Municipal Income Trust BlackRock New York Municipal Income Trust BlackRock MuniHoldings New York Quality Fund, Inc.
BlackRock MuniYield Pennsylvania Quality Fund BlackRock MuniYield New York Quality Fund, Inc.
• Managed by Rick Rieder, CIO of BlackRock Global Fixed Income and winner of 5 Morningstar Gold Medals
• Powerful and consistent dividend policy
• No frontload fees – BlackRock paid
upfront costs at IPO
• 12Y limited term with opportunity for liquidity at NAV
• Access to private markets without performance fees and simplified tax reporting1
•
ECAT is the only ESG-focused tactical allocation CEF
• Unconstrained investment approach
• Discount management program
• Powerful and consistent dividend policy
• No frontload fees – BlackRock paid upfront costs at IPO
• 12Y limited term
with opportunity for liquidity at NAV
• Access to private markets without performance fees and simplified tax reporting1
• Covered call strategy provides cash flow for monthly distribution
•
Innovation-focused, investing in small- and mid-caps
• Discount management program to repurchase common shares via a
tender offer if certain conditions are met
• Powerful and consistent dividend policy
• Favorable tax treatment enhances total return to shareholders
• Market access to
municipal bond markets for all types of shareholders
• Opportunities for liquidity
• Employ leverage effectively to pay a higher distribution rate
The timing of the
multi-asset and equity fund launches affected performance in the early years as interest rate rises negatively impacted both public and private investments; since then returns and discounts have improved steadily
1. Simplified tax reporting on Form 1099 versus K-1
9
From challenging lows in 2022, the Funds’ Boards and BlackRock have taken decisive actions to drive significant performance
improvements and substantial discount reductions
Total Fund v. Discount to NAV
Market Price Return Index Return 10
12/31/2022 5/20/2024 % Change
12/31/2022 – 5/20/2024 12/31/2022 – 5/20/2024 BCAT -17.73% -7.75% +56.29% +25.18% +11.75% ECAT -19.19% -8.14% +57.58% +32.78% +19.36% BIGZ -22.79% -13.51% +40.72% +19.91% +1.16% BMEZ -17.75% -12.67% +28.62% +10.28% +8.24% BSTZ -19.92% -14.19% +28.77% +26.70% +0.80% BFZ -14.72% -7.82% +46.88% +11.26% +7.28% BNY -13.19% -9.86% +25.25% +9.37% +5.39% MHN -12.30% -10.44% +15.12% +7.85% +3.88% MPA -14.52% -7.40% +49.04% +10.99% +7.02% MYN -13.27% -10.17% +23.36% +9.31% +5.33%
The Funds’ Boards and management have taken decisive steps to address the trading discounts
How does action help Action taken reduce CEF discount?
Increase CEF visibility/liquidity
? ✓
Provides additional demand for ? ✓✓ CEFs
Increase payouts to ? ✓
shareholders
Enhances CEF yield stability ? ✓
Repurchase CEF shares at ?✓
discount
Repurchase up to 2.5% of CEF
shares quarterly if trading at ? ✓
>7.5% discount
Liquidity at NAV ? ✓
Increase CEF visibility and ? ✓
support shareholders
Increase CEF visibility and ? ✓ ✓ support
shareholders
Keeps funds in good standing
on platforms and increases
? ✓ ✓
visibility
Increase CEF visibility
? ✓✓
Transparent and consistent information provided to CEF shareholders
Refer to appendix for additional detai0l on specific actions taken
11
BlackRock Capital Allocation Term Trust (BCAT)
Total Shareholder Return (TSR)
• BCAT has recently outperformed peers
– In the first years since inception in Sep 2020, the Trust faced headwinds due to its lower allocation to equities relative to Tactical Opportunities peers
and the time it took to ramp-up the portfolio
• YTD and 1-year TSR are 304bps
and 1,274bps higher than peers’ median, respectively
• The Trust’s Board believes BCAT’s performance is best measured against a blended
benchmark—50% MSCI ACWI Index and 50% Bloomberg US Agg Total Return Index
– BCAT outperformed the blended benchmark by 995bps and 509bps YTD and 1-year, respectively
Premium / (Discount) to NAV
• BCAT has a unique, innovative structure with a built-in liquidity event at NAV for all Trust shareholders in 2032
• Intra-day liquidity, and therefore discount, are less relevant, but rather an added feature to the Trust that investors chose for
exposure to private investments, which they cannot get through mutual funds or ETFs, with full liquidity at NAV at end of term
• BCAT’s 7.75% discount to
NAV is narrower than peers by 593bps as of 5/20/2024
• The Trust’s Board implemented a share repurchase program, which seeks to enhance shareholder value
by purchasing Trust shares trading at discount to NAV
– As of 2/29/24, the Trust repurchased $78mm of shares (4.56% O/S) through open market repurchase,
driving $13.3mm accretion in NAV
Distributions
• BCAT was launched in a
lower yield environment with a target distribution rate of
6.25%; Its current yield of 19.24% exceeds that target
• Distributions have grown by 174% since inception, as opposed to peers who decreased distributions
• In May 2024, the Trust’s Board updated its monthly distribution to an annual rate of 20% of its 12-month rolling average daily
NAV5
• BCAT’s NAV of $17.80 per share plus $4.62 cumulative distributions paid equals
$22.42 per share, as compared to the its $20 per share IPO price
Total Expense Ratio4
• Total expenses are among the lowest in the peer group (1st quartile)
PERFORMANCE SNAPSHOT
Total Shareholder Return1
BCAT Peer median
14.44% 19.27%
11.40%
6.53% 5.95%
0.80%
(4.36%) (1.35%)
YTD 1 year 3 years Inception
(12/31/2023 – (12/31/2022 – (12/31/2020 –
(9/28/2020 –Current) 12/31/2023) 12/31/2023) 12/31/2023)
Premium / (Discount) to NAV2
10% BCAT Peer Median
0%
(10%)
(20%)
Sep 2020 Jun 2021 Mar 2022 Dec 2022 Sep 2023 May 2024
Yield on NAV Distributions Growth3
174.15%
19.24%
8.88%
(30.87%)
BCAT Peers BCAT Peers
Expense Ratio4
1.44%
1.32%
BCAT Peers
Source: Broadridge; Bloomberg as of 5/20/2024; Notes: Inception as of 9/28/2020
(earliest available premium/(discount) to NAV data); Peer set includes ECAT, GLV, GLO, BXSY, FT, RCG, RIV, OPP and SPE; PDX included in the peer set starting 1/1/2024; 1 Total shareholder return on price annualized for periods longer than 1 year
(assumes dividends are reinvested); 2 Inception through 5/20/2024; 3 Distribution growth since inception; 4 Represents the actual 12 total expenses excluding IRE & Taxes and 12B-1/Non-12B-1 service fees; For expense comparison purposes, peer set used by Broadridge includes BXSY, FT, RIV and GLO; 5 To be calculated 5 business days prior to declaration date 12
BCAT: actions taken to mitigate discount
How does
action help
Action taken BCAT reduce CEF discount?
Inclusion in CEF index
Increase CEF visibility/liquidity
Fund of funds agreement Provides additional demand for CEFs
Distribution rate increases Increase payouts to shareholders
Managed / level-rate
Enhances CEF yield distribution plan stability Open market share repurchase Repurchase CEF shares at program discount Repurchase up to 2.5% of
Discount
management program CEF shares quarterly if trading at >7.5% discount
How does action help
Action taken BCAT reduce CEF discount?
Limited term providing
Liquidity at NAV
100% liquidity at NAV
Events for financial advisors and Increase CEF visibility and end clients support shareholders
Market insights and fund Increase CEF visibility and commentaries support shareholders
Diligence materials and regular Keeps funds in good standing on platforms and updates for CEF research analysts increases visibility Events for CEF research
analysts
Increase CEF visibility and institutional investors
A. Open
Market Share Repurchase Program (Nov 2021) B. Distribution Rate Increases (Feb 2023; May 2024)
C. Limited Term Structure and Marketing Thereof (Inception; Apr
2023)
Premium / (Discount) to NAV
10% BCAT Peer Median
A B C B
0%
(10%)
(20%) May 2024
Sep 2020 Jun 2021 Mar 2022 Dec 2022 Sep 2023
Source: Bloomberg as of 5/20/2024; Peer set
includes ECAT, GLV, GLO, BXSY, FT, RCG, RIV, OPP and SPE; PDX included in the peer set starting 1/1/2024
13
BlackRock ESG Capital Allocation Term Trust (ECAT)
Total Shareholder Return (TSR)
• #1 performing trust in peer group in
2023
• ECAT has outperformed peers’ median by 2,577bps in the 1-year timeframe
• The Trust’s Board believes ECAT’s performance is best measured against a blended benchmark—50% MSCI ACWI Index and 50% Bloomberg US Agg Total Return Index
– ECAT outperformed the blended benchmark by 746bps and 1,812bps YTD and
1-year, respectively
Premium /
(Discount) to NAV
• ECAT has a unique, innovative structure with a built-in liquidity event at NAV for all Trust
shareholders in 2033
• Intra-day liquidity, and therefore discount, are less relevant, but rather an added feature to
the Trust that investors chose for exposure to private investments, which they cannot get through mutual funds or ETFs, with full liquidity at NAV at end of term
• ECAT’s 8.14% discount to NAV is 737bps narrower than peers’ median as of
5/20/2024
• The Trust’s Board implemented a share repurchase program, which seeks to
enhance shareholder value by purchasing Trust shares trading at a discount to NAV
– As of 2/29/24, the Trust repurchased $55mm of shares (3.61% O/S) through
open market repurchase, driving $10.8mm accretion in NAV
Distributions
•
ECAT grew its distribution by 197% since inception, while peers decreased theirs
• ECAT’s NAV of $18.79 per share plus the $3.38 cumulative distributions
paid equals $22.17 per share, as compared to the Trust’s $20.00 per share IPO price
• In May 2024, the Trust’s Board updated its monthly
distribution to an annual rate of 20% of its 12-month rolling average daily NAV5
Total Expense Ratio4
• ECAT’s current expense ratio is one of the lowest in the peer group (1st quartile)
PERFORMANCE SNAPSHOT
Total Shareholder Return1
ECAT Peer median
32.30%
11.95% 12.26% 6.53%
(1.40%) (4.60%)
YTD 1 year Inception
(12/31/2023 – (12/31/2022 – (9/28/2021 –Current)
12/31/2023) 12/31/2023)
Premium / (Discount) to NAV2
0% ECAT Peer Median (5%)
(10%) (15%)
(20%)
Sep 2021 May 2022 Jan 2023 Sep 2023 May 2024
Yield on NAV Distributions Growth3
18.96% 196.93%
8.88%
(33.12%)
ECAT Peers
ECAT Peers
Expense Ratio4
1.44%
1.34%
ECAT Peers 14
ECAT: actions taken to mitigate discount
How does
action help
Action taken ECAT reduce CEF discount?
Inclusion in CEF index
Increase CEF visibility/liquidity
Fund of funds agreement Provides additional demand for CEFs
Distribution rate increases Increase payouts to shareholders
Managed / level-rate
Enhances CEF yield distribution plan stability Open market share repurchase Repurchase CEF shares at program discount Repurchase up to 2.5% of
Discount
management program CEF shares quarterly if trading at >7.5% discount
A. Open Market Share Repurchase Program (Nov 2021) B. Management Fee
Waivers/Reductions (Jan 2023) C. Distribution Rate Increases (Feb 2023; Jan 2024; May 2024)
How does action help
Action taken ECAT reduce CEF discount?
Limited term providing
Liquidity at NAV
100% liquidity at NAV
Events for financial advisors and Increase CEF visibility and end clients support shareholders
Market insights and fund Increase CEF visibility and commentaries support shareholders
Diligence materials and regular Keeps funds in good standing on platforms and updates for CEF research analysts increases visibility Events for CEF research
analysts
Increase CEF visibility and institutional investors
D.
Inclusion in CEF Index (Mar 2023)
E. Limited Term Structure and Marketing Thereof (Inception; Apr 2023)
Premium / (Discount) to NAV
ECAT Peer Median
0% A B C D E C
C
(5%) (10%) (15%)
(20%) May 2024
Sep 2021 Jun 2022 Mar 2023 Dec 2023
Source: Bloomberg as of 5/20/2024; Peer set includes BCAT,
GLV, GLO, BXSY, FT, RCG, RIV, OPP and SPE; PDX included in the peer set starting 1/1/2024
15
BlackRock Innovation and Growth Term Trust (BIGZ)
Total Shareholder Return (TSR)
• BIGZ was launched in March of 2021,
which was near the market peak for SMID-cap growth stocks from a public perspective. The private portfolio has also weighed on performance given markdowns on private equity investments in the portfolio
• BIGZ is designed to provide investors with regular cashflow as well as exposure to small-and mid-cap innovative growth companies, which do not typically pay dividends
• Despite Morningstar’s classification, the
Trust’s Board believes BIGZ does not have an appropriate CEF peer
– As opposed to BIGZ, which is solely focused on small- and mid-cap, ASG invests across all market capitalizations, including large-cap public companies (that have driven returns recently)
– ASG does not invest in private companies, while BIGZ does. As of December 2023,
BIGZ’s private investments account for 25.3% of the portfolio’s NAV
• Additionally, the Board references ARK Innovation ETF (ARKK) and Baillie Gifford US Discovery Fund (BGUIX), which similarly have exposure to innovative
growth companies, though neither have private investments
– BIGZ has outperformed ARKK since inception (BGUIX was not yet launched) and both ARKK and BGUIX
YTD
Premium / (Discount) to NAV
• BIGZ has a unique, innovative
structure with a built-in liquidity event at NAV for all Trust shareholders in 2033
•
Intra-day liquidity, and therefore discount, are less relevant, but rather an added feature to the Trust that investors chose for exposure to private investments, which they cannot get through mutual funds or
ETFs, with full liquidity at NAV at term end
• The Trust’s Board implemented a share repurchase program, which seeks to enhance shareholder value by
purchasing Trust shares at a discount to NAV
– As of 2/29/24, the Trust repurchased $177mm of shares (7.77% O/S) through open market repurchase, driving
$35.5mm accretion in NAV
Distributions
• The Trust’s Board believes
BIGZ is meeting its income objective while providing exposure to companies that typically do not pay dividends
• The Trust was launched in a lower yield
environment with a target distribution rate of
6.0% which is primarily supported by cash flow from options and capital appreciation
• In May 2024, the Trust’s Board updated BIGZ’s monthly distribution to an annual rate of
12% of its 12-month rolling average daily NAV3
Total
Expense Ratio4
• BIGZ’s expense ratio is lower than peers’ median
PERFORMANCE SNAPSHOT
Total Shareholder Return1
BIGZ ASG
19.19%
7.90% 4.79% 16.34%
(7.97%) (23.91%)
YTD 1 year Inception
(12/31/2023 – (12/31/2022 – (3/29/2021 –Current)
12/31/2023) 12/31/2023)
Premium / (Discount) to NAV2
15%
BIGZ ASG 5% (5%) (15%)
(25%)
Mar 2021 May 2022 Jul 2023 May
Yield on NAV Target Yield on NAV3
12.01% 8.21% 12%
BIGZ ASG
Expense Ratio4
1.52% 1.55%
BIGZ ASG
Source: Broadridge; Bloomberg as of 5/20/2024; Notes: Inception as of 3/29/2021
(earliest available premium/(discount) to NAV data); Morningstar Category includes ASG; 1 Total shareholder return on price annualized for periods longer than 1 year (assumes dividends are reinvested); 2 Inception through 5/20/2024; 3 To be
calculated 5 business days prior to declaration date; 4 Represents the 16 actual total expenses excluding IRE & Taxes and
12B-1/Non-12B-1 service fees; For expense comparison purposes, peer set used by Broadridge includes ASG, FUND, HIE, RMT and FXBY
16
BIGZ: actions taken to mitigate discount
How does
action help
Action taken reduce CEF discount?
Increase CEF ?
visibility/liquidity
Provides additional ? demand for CEFs
Increase payouts
to ? shareholders
Enhances CEF yield ? stability Repurchase CEF shares at ? discount Repurchase up to 2.5% of
CEF shares quarterly if ? trading at >7.5% discount
A. Open Market Share Repurchase Program
(Nov 2021) B. Inclusion in CEF Index (Mar 2023)
How does action help
Action
taken BIGZ reduce CEF discount?
Limited term providing
Liquidity at NAV
100% liquidity at NAV
Events for financial advisors and Increase CEF
visibility and end clients support shareholders
Market insights and fund Increase CEF visibility and commentaries support shareholders
Diligence materials and regular Keeps funds in good standing on platforms and updates for CEF research analysts increases visibility Events for CEF research analysts
Increase CEF visibility and institutional investors
C. Limited Term
Structure and Marketing Thereof (Inception; Apr 2023) D. Distribution Policy Update (Sep 2023; May 2024)
Premium / (Discount) to NAV
BIGZ ASG
15% A
B C D D
10% 5% 0% (5%) (10%) (15%) (20%)
(25%) May 2024
Mar 2021 Jan 2022 Nov 2022 Sep 2023
Source: Bloomberg as of 5/20/2024
17
BlackRock Health Sciences Term Trust (BMEZ)
Total
Shareholder Return (TSR)
• The Trust’s Board believes BMEZ should be compared to a subset of the Health CEFs: HQL1 and HQH2 – when assessing
performance
– BMEZ, HQL and HQH are significantly more invested in biotech companies (typically more growth-focused) than pharmaceuticals (typically more
defensive) when compared to other CEFs in the category
– Per shareholder reports, BMEZ, HQL and HQH each currently invest
7%-10% of net assets in private companies, vs 2% or less for the other funds
• BMEZ has outperformed HQL and HQH YTD
and on a 1-year timeframe
• BMEZ’s relative underperformance since inception is primarily driven by the fact that
HQL and HQH were trading at a (9.8)% discount when it launched at NAV
• BMEZ also outperformed its benchmark, MSCI custom ACWI SMID Growth HC Call Overwrite
Index, with YTD TSR 1,019bps higher than the benchmark
Premium / (Discount) to NAV
• BMEZ has a unique, innovative structure with a built-in liquidity event at NAV for all Trust shareholders in 2032. The Trust has
exposure to private investments that are illiquid in nature and do not have a publicly quoted price daily
• Intra-day
liquidity, and therefore discount, are less relevant, but rather an added feature to the Trust that investors chose for exposure to private investments, which they cannot get through mutual funds or ETFs, with full liquidity at NAV at end of term
• The Trust’s Board implemented a share repurchase program, which seeks to enhance shareholder value by purchasing Trust shares at a discount to NAV
– As of 2/29/24, the Trust repurchased $96mm of shares (5.46% O/S) through open market repurchase, driving $17.7mm accretion in NAV
Distributions
• BMEZ was launched in a lower yield environment with a target distribution
rate of 6.0%, primarily supported by cash flow from options and capital appreciation
• In May 2024, the Trust’s Board updated BMEZ’s monthly
distribution to an annual rate of 12% of its 12-month rolling average daily NAV5
• NAV of $17.76 per share plus the
$6.30 cumulative distribution paid equals
$24.06 per share, as compared to the Trust’s $20.00 per share IPO price
Total Expense Ratio6
• Expense ratio is in line with peers
PERFORMANCE SNAPSHOT
Total Shareholder Return3
BMEZ Peer median
9.01% 8.40%
5.05% 2.84% 3.14%
(0.20%)
(3.54%)
YTD 1 year (12.3 63%) years Inception
(12/31/2023 – (12/31/2022 – (12/31/2020 – (1/29/2020 –Current) 12/31/2023) 12/31/2023) 12/31/2023)
Premium / (Discount) to NAV4
10%
BMEZ Peer Median 0% (10%)
(20%)
Jan 2020 Jul 2021 Jan 2023 May 2024
Yield on NAV Target Yield on NAV5
12.09%
11.87% 12%
BMEZ Peers
Expense Ratio6
1.33% 1.33%
BMEZ Peers
Source: Broadridge; Bloomberg as of 5/20/2024; Notes: Inception as of 1/29/2020; Peer set includes HQL and HQH; 1 Abrdn Life Sciences Investors; 2 Abrdn Healthcare Investors; 3
Total shareholder return on price annualized for periods longer than 1 year (assumes dividends are reinvested); 4 Inception through 5/20/2024; 5 To be calculated 5 business days prior to declaration date; 6 18 Represents the actual total expenses
excluding IRE & Taxes and 12B-1/Non-12B-1 service fees; For expense comparison purposes, peer set used by Broadridge
includes STK, NBXG, AIO and GRX 18
BMEZ: actions taken to mitigate discount
How does
action help How does action help
Action taken BMEZ Action taken BMEZ reduce CEF discount? reduce CEF discount?
Inclusion in CEF index Increase CEF Limited term providing visibility/liquidity Liquidity at NAV
100% liquidity at NAV Fund of funds agreement Provides additional demand for CEFs Events for financial advisors and
Increase payouts to Increase CEF visibility and
Distribution rate increases
shareholders end clients support shareholders
Managed / level-rate Enhances CEF yield Market insights and fund Increase CEF visibility and distribution
plan stability commentaries support shareholders
Diligence materials and regular Keeps funds in good
Open market share repurchase Repurchase CEF shares at standing on platforms and program discount updates for CEF research analysts increases visibility Repurchase up to
2.5% of Events for CEF research analysts Increase CEF visibility
Discount management program CEF shares quarterly if and institutional
investors trading at >7.5% discount
A. Distribution Rate Increases (Mar 2021; Sep 2023; C. Inclusion in CEF Index (Mar 2023)
May 2024) D. Limited Term Structure and Marketing Thereof B. Open Market Share Repurchase Program (Nov 2021) (Inception; Apr 2023)
Premium / (Discount) to NAV
10% BMEZ Peer Median
A B C D A A
• 5k 0%
(10%)
(20%) May 2024
Jan 2020 Mar 2021 May 2022 Jul 2023
Source: Bloomberg as of 5/20/2024; Peer set includes HQL
and HQH
19
BlackRock Science and Technology Term Trust (BSTZ)
Total Shareholder Return (TSR)
• BSTZ is an innovative investment
product that provides unique access to private equity and growth investment opportunities while meeting its income objectives PERFORMANCE SNAPSHOT
• BSTZ is
differentiated from other funds in the Morningstar Technology category, given Total Shareholder Return1 its exposure to small- and mid-sized science and technology companies, exposure to BSTZ Peer median
private markets and option strategy 32.46%
16.94% 18.69% 16.48%
– As of year-end 2023, BSTZ held 22 private investments that accounted for 33.0% 14.14%
4.33%
of the portfolio’s NAV
– We find private investments contribute to performance
during market drawdowns (1.04%)
(14.95%)
and detract from performance in more
supportive market environments, due to the YTD 1 year 3 years Inception lag between private company valuations and publicly traded stocks (12/31/2023 – (12/31/2022 – (12/31/2020 – (6/25/2019 –
Current) 12/31/2023) 12/31/2023) 12/31/2023)
• Given its investment focus, the
Trust’s Board believes BSTZ’s performance should be Premium / (Discount) to NAV2 measured against a custom index, which applies a call overwrite overlay on the MSCI
ACWI SMID Growth IT Index, though this does not capture private equity investments 10% BSTZ Peer Median
– BSTZ’s TSR has outperformed its benchmark by 1,231bps YTD, even though its performance was impacted by the Trust’s significant allocation to private equity 0%
where valuations have lagged public markets
Premium / (Discount) to NAV (10%)
• BSTZ has a unique, innovative structure with a built-in liquidity event at NAV for all
(20%)
Trust shareholders in 2031
• Intra-day liquidity, and therefore discount, are less relevant, but rather an added (30%) feature to the Trust that investors chose
for exposure to private investments, which Jun 2019 Jun 2020 Jun 2021 Jun 2022 Jun 2023 May 2024 they cannot get through mutual funds or ETFs, with full liquidity at NAV at end of term Yield on NAV Target Yield on NAV3
• The Trust’s Board implemented a share repurchase program, which seeks to enhance shareholder value by purchasing Trust shares at a discount to NAV 11.46%
– As of 2/29/24, the Trust repurchased $42mm of shares (3.16% O/S) through open 8.19% market repurchase, driving $8.5mm accretion in NAV 12%
Distribution
• The Trust’s Board believes BSTZ is meeting its income objective. The
Trust was BSTZ Peers launched in a lower yield environment with a target distribution rate of 6.0%
Expense Ratio4
• In May 2024, the Trust’s Board updated BSTZ’s monthly distribution to an annual rate of 12% of its 12-month rolling average
daily NAV3 1.35% 1.35%
• BSTZ’s NAV of $22.13 per share plus the $9.37 cumulative distributions paid equals
$31.50 per share, as compared to the Trust’s $20.00 per share IPO price
Total Expense
Ratio4
BSTZ Peers
• Expense ratio is in line with peers
Source: Broadridge; Bloomberg as of 5/20/2024; Notes: Inception as of 6/25/2019 (earliest available premium/(discount) to NAV data); Peer set includes BST, STK, NBXG, and AIO; 1
Total shareholder return on price annualized for periods longer than 1 year (assumes dividends are reinvested); 2 Inception through 5/20/2024 ; 3 To be calculated 5 business days prior to declaration date; 4 Represents 20 the actual total expenses
excluding IRE & Taxes and 12B-1/Non-12B-1 service fees; For expense comparison purposes, peer set used by Broadridge
includes STK, NBXG, AIO and GRX 20
BSTZ: actions taken to mitigate discount
How does
action help How does action help
Action taken BSTZ Action taken BSTZ reduce CEF discount? reduce CEF discount?
Inclusion in CEF index Increase CEF Limited term providing visibility/liquidity Liquidity at NAV
100% liquidity at NAV Fund of funds agreement Provides additional demand for CEFs Events for financial advisors and
Increase payouts to Increase CEF visibility and
Distribution rate increases
shareholders end clients support shareholders
Managed / level-rate Enhances CEF yield Market insights and fund Increase CEF visibility and distribution
plan stability commentaries support shareholders
Diligence materials and regular Keeps funds in good
Open market share repurchase Repurchase CEF shares at standing on platforms and program discount updates for CEF research analysts increases visibility Repurchase up to
2.5% of Events for CEF research analysts Increase CEF visibility
Discount management program CEF shares quarterly if and institutional
investors trading at >7.5% discount
A. Distribution Rate Increases (Oct 2021; Sep 2023; C. Inclusion in CEF Index (Mar 2023)
May 2024) D. Limited Term Structure and Marketing Thereof B. Open Market Share Repurchase Program (Nov 2021) (Inception; Apr 2023)
Premium / (Discount) to NAV
15% BSTZ Peer Median
10% A B C D A A
5% 0% (5%) (10%)
(15%) • c (20%)
(25%)
(30%)
Jun 2019 Dec 2019 Jun 2020 Dec 2020 Jun 2021 Dec 2021 Jun 2022 Dec 2022 Jun 2023 Dec
2023 May 2024
Source: Bloomberg as of 5/20/2024; Peer set includes BST, STK, NBXG, and AIO
21
BlackRock California Municipal Income Trust (BFZ)
Total Shareholder Return (TSR)
• BFZ has outperformed peers over most
timeframes PERFORMANCE SNAPSHOT
Total Shareholder Return1
– Its 1-year TSR of 15.84% is 1,139bps higher than peers’ median over
the same period BFZ Peer median
15.84%
– Outperformance over a 5-year timeframe
is 245bps 4.12% 3.61%
0.07%2.41% 4.45% 1.68% 3.56%
Premium / (Discount) to
NAV
(1.45%)
(5.73%)
• BFZ’s 7.82% discount to NAV is narrower than peers’ median by 258bps YTD 1 year 3 years 5 years 10 year
(12/31/2023 – (12/31/2022 – (12/31/2020 – (12/31/2018 – (12/31/2013 –as of 5/20/2024 Current) 12/31/2023) 12/31/2023) 12/31/2023) 12/31/2023)
Premium / (Discount) to NAV2
• The Trust’s Board implemented an open market
repurchase program,
5%
which seeks to enhance shareholder value by purchasing
Trust shares BFZ Peer Median trading at a discount to NAV 0%
(5%)
– As
of 2/29/24, the Trust repurchased $21mm of shares (5.77% O/S), driving $3.3mm accretion in NAV (10%)
(15%)
Distributions
BFZ’s yield (20%) • on NAV is 108bps higher than peers’ median
(25%)
• Distributions have grown by 51.28% in the past year, well ahead of peers May 2014 May 2016 May 2018 May 2020 May 2022 May 2024
Yield on NAV Distributions Growth3
• BFZ’s NAV of $12.78 per share plus $17.97 in
cumulative distributions paid equals $30.75 per share, as compared to the Trust’s $15.00 per
5.54% 51.28%
share IPO price 4.46%
16.98%
Total Expense Ratio4
• The Trust’s Board continuously monitors its expense ratio vs
peers to BFZ Peers BFZ Peers ensure its shareholders benefit from competitive pricing 4
Expense Ratio
• Effective January 1, 2023, BFZ reduced its management fee by 3 bps on 1.05% 1.05% managed assets
BFZ Peers
Source: Broadridge; Bloomberg as of 5/20/2024; Notes: Peer set includes MUC, EVM,
CEV, VCV, NKX, NAC, PCQ, PCK, and PZC; 1 Total shareholder return on price annualized for periods longer than 1 year (assumes dividends are reinvested); 2 Timeframe from 5/20/2014 to 5/20/2024 ; 3 Distribution growth over the past year; 4 Represents
the actual total expenses excluding IRE & 22 Taxes and 12B-1/Non-12B-1 service fees; For expense comparison purposes,
peer set used by Broadridge includes VCV, NKX, EVM, and PCK
BFZ: actions taken to mitigate discount
How does
action help How does action help
Action taken BFZ Action taken BFZ reduce CEF discount? reduce CEF discount?
Increase CEF Events for financial advisors and
Inclusion in CEF index Increase CEF
visibility and visibility/liquidity end clients support shareholders
Fund of funds agreement Provides additional demand for CEFs Market insights and
fund
Increase CEF visibility and Increase payouts to commentaries support shareholders
Distribution rate increases shareholders
Diligence materials and regular Keeps funds in
good
Managed / level-rate Enhances CEF yield standing on platforms and stability updates for CEF research analysts increases visibility distribution
plan Open market share repurchase Repurchase CEF shares at Events for CEF research analysts
Increase CEF visibility program discount and institutional
investors
A. Open Market Share Repurchase Program (Nov 2018) C. Distribution Rate Increases (Feb 2023; Nov 2023; May B. Management Fee Reduction (Jan 2023) 2024)
D. Fee Waiver on Preferred Shares (May 2024)
Premium / (Discount) to NAV
5%
BFZ Peer Median C
0% A B C C D
(5%) (10%) (15%) (20%)
(25%)
May 2014 May 2015 May 2016 May 2017 May 2018 May 2019 May 2020 May 2021 May 2022 May 2023 May 2024
Source: Bloomberg as of 5/20/2024; Peer set includes MUC, EVM, CEV, VCV, NKX, NAC, PCQ, PCK, and PZC
23
BlackRock New York Municipal Income Trust (BNY)
Total Shareholder Return (TSR)
• BNY has outperformed peers over most
timeframes PERFORMANCE SNAPSHOT
Total Shareholder Return1
– YTD TSR is
110bps ahead of peers’ median
BNY Peer median
– Outperformance over
a 1-year timeframe is 170bps 8.70% 7.00% 3.15%
4.15% 1.66%
3.05% 1.40% 3.10%
Premium / (Discount) to NAV
(3.98%)
• BNY’s 9.9% discount to NAV is narrower than its peers by 59bps as of
(6.14%)
YTD 1 year 3 years 5 years 10 year
5/20/2024 (12/31/2023 –
(12/31/2022 – (12/31/2020 – (12/31/2018 – (12/31/2013 –Current) 12/31/2023) 12/31/2023) 12/31/2023) 12/31/2023)
• BNY was trading at a
premium as recently as Jan 13th, 2022 Premium / (Discount) to NAV2
Distributions 5% BNY Peer Median
• Monthly distributions grew by 40.98% in the past year, more than peers
(5%)
• BNY’s yield on NAV is in line with peers’ median
• BNY’s NAV of
$11.92 per share plus $18.02 in cumulative distributions (15%) paid equals $29.94 per share, as compared to the Trust’s $15.00 per share IPO price (25%)
Total
Expense Ratio4 May 2014 May 2016 May 2018 May 2020 May 2022 May 2024
Yield on NAV Distributions Growth3
• BNY’s total expenses are among the lowest in the peer group (1st
4.42% 40.98%
quartile) 4.33% 29.33%
BNY Peers BNY Peers
Expense Ratio4
1.07%
1.02%
BNY Peers
Source: Broadridge; Bloomberg as of 5/20/2024; Notes: Peer set includes MYN, MHN,
ENX, VTN, NRK, NAN, PNF, PNI, and PYN; 1 Total shareholder return on price annualized for periods longer than 1 year (assumes dividends are reinvested); 2 Timeframe from 5/20/2014 to 5/20/2024 ; 3 Distribution growth over the last year; 4 Represents
the actual total expenses excluding IRE & Taxes 24 and 12B-1/Non-12B-1 service fees; For expense comparison purposes,
peer set used by Broadridge includes VTN, NAN, ENX and PNI
BNY: actions taken to mitigate discount
How does
action help How does action help
Action taken BNY Action taken BNY reduce CEF discount? reduce CEF discount?
Increase CEF Events for financial advisors and
Inclusion in CEF index Increase CEF
visibility and visibility/liquidity end clients support shareholders
Fund of funds agreement Provides additional demand for CEFs Market insights and
fund
Increase CEF visibility and Increase payouts to commentaries support shareholders
Distribution rate increases shareholders
Managed level-rate Diligence materials and
regular Keeps funds in good
/ Enhances CEF yield standing on platforms and stability updates for CEF research analysts increases visibility
distribution plan Open market share repurchase Repurchase CEF shares at Events for CEF research analysts
Increase CEF visibility program discount and
institutional investors
A. Open Market Share Repurchase Program (Nov 2018) B. Distribution Rate Increases (Nov 2023) C. Fee Waiver on Preferred Shares (May 2024)
Premium / (Discount) to NAV
5% BNY Peer Median
A B C
(5%)
(15%)
(25%)
May 2014 May 2015 May 2016 May 2017 May 2018 May 2019 May 2020 May 2021 May 2022 May 2023 May 2024
Source: Bloomberg as of 5/20/2024; Peer set includes MYN, MHN, ENX, VTN, NRK, NAN, PNF, PNI, and PYN
25
BlackRock Muniholdings New York Quality Fund, Inc. (MHN)
Total Shareholder Return (TSR)
• MHN outperformed peers YTD as well as over 5- and 10-year periods PERFORMANCE SNAPSHOT
Premium / (Discount) to NAV Total Shareholder
Return1
7.28% MHN Peer median
discount is in line 6.64% 3.19%
• MHN to NAV with peers 4.12%3.05% 1.80% 3.10%
1.45%
• The Fund’s Board implemented an open market repurchase program, which seeks to enhance shareholder value by purchasing Fund shares (5.16%) (3.98%) trading at a discount
to NAV YTD 1 year 3 years 5 years 10 year
(12/31/2023 – (12/31/2022 – (12/31/2020 – (12/31/2018 – (12/31/2013 –As of 2/29/24, the Fund
repurchased $ .86% O/S), Current) 12/31/2023) 12/31/2023) 12/31/2023) 12/31/2023)
– 9mm of shares (2 Premium / (Discount) to NAV2
driving $1.4mm accretion in NAV
5%
MHN Peer Median
Distributions 0%
• MHN’s yield on NAV is in line with peers (5%)
• Distributions have grown by
29.85% in the past year, more than peers (10%)
(15%)
• MHN’s NAV of
$11.97 per share plus $20.46 cumulative distributions paid equals $32.43 per share, as compared to the Fund’s $15.00 per (20%) share IPO price (25%)
May 2014
May 2016 May 2018 May 2020 May 2022 May 2024
Yield on NAV Distributions Growth3
Total Expense Ratio4 4.42%
4.36%
29.85% 29.33%
• MHN’s total expenses are among the lowest in the peer group (1st
quartile)
MHN Peers MHN Peers
Expense Ratio4
1.07%
0.93%
MHN Peers
Source: Broadridge; Bloomberg as of 5/20/2024; Notes: Peer set includes MYN, BNY,
ENX, VTN, NRK, NAN, PNF, PNI, and PYN; 1 Total shareholder return on price annualized for periods longer than 1 year (assumes dividends are reinvested); 2 Timeframe from 5/20/2014 to 5/20/2024 ; 3 Distribution growth over the last year; 4 Represents
the actual total 26 expenses excluding IRE & Taxes and 12B-1/Non-12B-1 service fees; For expense comparison purposes,
peer set used by Broadridge includes VTN, NAN, ENX and PNI
MHN: actions taken to mitigate discount
How does
action help How does action help
Action taken MHN Action taken MHN reduce CEF discount? reduce CEF discount?
Increase CEF Events for financial advisors and
Inclusion in CEF index Increase CEF
visibility and visibility/liquidity end clients support shareholders
Fund of funds agreement Provides additional demand for CEFs Market insights and
fund
Increase CEF visibility and Increase payouts to commentaries support shareholders
Distribution rate increases shareholders
Managed / level-rate Diligence materials and
regular Keeps funds in good
Enhances CEF yield standing on platforms and stability updates for CEF research analysts increases visibility distribution
plan Open market share repurchase Repurchase CEF shares at Events for CEF research analysts
Increase CEF visibility program discount and institutional
investors
A. Open Market Share Repurchase Program (Nov 2018) B. Distribution Rate Increases (Nov 2023) C. Fee Waiver on Preferred Shares (May 2024)
Premium / (Discount) to NAV
5%
MHN Peer Median
0% A B C
(5%) (10%) (15%) (20%)
(25%)
May 2014 May 2015 May 2016 May 2017 May 2018 May 2019 May 2020 May 2021 May 2022 May 2023 May 2024
Source: Bloomberg as of 5/20/2024; Peer set includes MYN, BNY, ENX, VTN, NRK, NAN, PNF, PNI, and PYN
27
BlackRock MuniYield Pennsylvania Quality Fund (MPA)
Total Shareholder Return (TSR)
• MPA has outperformed peers over most
timeframes PERFORMANCE SNAPSHOT
of the Total Shareholder Return1
– YTD
TSR is 67bps ahead peers’ median
MPA Peer median
9.65%
– 1-year TSR is 9.65%, 290bps higher than peers’ median over the 5.37% 4.70% 6.76% 2.81% 4.05%
3.91%
same period 2.47%
Premium / (Discount) to NAV (3.96%) (3.46%)
YTD 1 year 3 years 5 years 10 year
• MPA is trading at a 7.40% discount to NAV as of 5/20/2024, compared (12/31/2023 – (12/31/2022 – (12/31/2020 – (12/31/2018 – (12/31/2013 –
to peers’ median of 11.54% Current) 12/31/2023) 12/31/2023) 12/31/2023) 12/31/2023)
Premium / (Discount) to NAV2
• MPA was trading at a premium as recently as Aug 21st, 2022
5% MPA Peer Median
• MPA has narrower discount to NAV than its 10-year peer median 0%
(5%)
Distributions
(10%)
• MPA’s yield on NAV is 241bps higher than peers’ median
(15%)
• Distributions have grown by 94.12% in the past year, more than peers (20%)
• MPA’s NAV of $12.97 per share plus $26.01 in cumulative distributions (25%)
May
2014 May 2016 May 2018 May 2020 May 2022 May 2024
paid equals $38.98per share, as compared to the Fund’s $15.00 per Yield on NAV Distributions Growth3 share
IPO price
94.12%
Total Expense Ratio4 6.11%
3.70%
• MPA’s total expenses are among the lowest in the peer group (1st 25.55%
quartile)
MPA Peers MPA Peers
Expense Ratio4
1.03%
0.95%
MPA Peers
Source: Broadridge; Bloomberg as of 5/20/2024; Notes: Peer set includes VPV and NQP;
1 Total shareholder return on price annualized for periods longer than 1 year (assumes dividends are reinvested); 2 Timeframe from 5/20/2014 to 5/20/2024 ; 3 Distribution growth over the last year; 4 Represents the actual total expenses excluding
IRE & Taxes and 28 12B-1/Non-12B-1 service fees; For expense comparison purposes, peer set used by Broadridge includes
PNI, NQP, VPV and ENX
MPA: actions taken to mitigate discount
How does
action help How does action help
Action taken MPA Action taken MPA reduce CEF discount? reduce CEF discount?
Increase CEF Events for financial advisors and
Inclusion in CEF index Increase CEF
visibility and visibility/liquidity end clients support shareholders
Fund of funds agreement Provides additional demand for CEFs Market insights and
fund
Increase CEF visibility and Increase payouts to commentaries support shareholders
Distribution rate increases shareholders
Diligence materials and regular Keeps funds in
good
Managed / level-rate Enhances CEF yield standing on platforms and stability updates for CEF research analysts increases visibility distribution
plan Open market share repurchase Repurchase CEF shares at Events for CEF research analysts
Increase CEF visibility program discount and institutional
investors
A. Open Market Share Repurchase Program (Nov 2018) C. Distribution Rate Increases (Nov 2023; May 2024) B. Fund Reorganization Approval (Oct 2023) D. Fee
Waiver on Preferred Shares (May 2024)
Premium / (Discount) to NAV
MPA Peer
Median C
5%
A B C D
0% (5%) (10%) (15%) (20%)
(25%)
May 2014 May 2015 May 2016 May 2017 May 2018 May 2019 May 2020 May 2021 May 2022 May 2023 May 2024
Source: Bloomberg as of 5/20/2024; Peer set includes VPV and NQP
29
BlackRock MuniYield New York Quality Fund, Inc. (MYN)
Total Shareholder Return (TSR)
• MYN has outperformed peers over most timeframes
PERFORMANCE SNAPSHOT
Total Shareholder Return1
– 1-year TSR of 9.78% is 277bps higher than peers’ median over the
MYN Peer median
same period 9.78%
3.05% 7.00% 2.17% 3.29%
Premium / (Discount) to NAV 3.11% 1.45% 3.10%
• MYN’s 10.17% discount to NAV is
27bps narrower than its peers as of (3.89%)
(5.16%)
5/20/2024 YTD 1 year 3
years 5 years 10 year
(12/31/2023 – (12/31/2022 – (12/31/2020 – (12/31/2018 – (12/31/2013 –Jan 12th, 2022 Current) 12/31/2023) 12/31/2023)
12/31/2023) 12/31/2023)
• MYN was trading at a premium as recently as Premium / (Discount) to NAV2
• The Fund’s Board implemented open market repurchase program, which 5%
MYN Peer
Median
seeks to enhance shareholder value by purchasing Fund shares at a 0% discount to NAV
(5%)
– As of 2/29/24, the Fund repurchased $12mm of shares (3.22% O/S),
(10%)
driving $2.0mm accretion in NAV
(15%)
Distributions
(20%)
• MYN’s yield on NAV is 16bps higher than peers’ median (25%)
May-14 May-16 May-18
May-20 May-22 May-24
• Distributions
have grown by 40.32% in the past year, more than peers Yield on NAV Distributions Growth3
• MYN’s NAV of $11.60 per share plus $25.43 in cumulative
distributions 4.57% 40.32% paid equals $37.03 per share, as compared to the Fund’s $15.00 per 4.42% 29.33% share IPO price
Total Expense Ratio4
MYN Peers MYN Peers
• MYN’s total expenses are among the lowest in the peer group
(1st
quartile) Expense Ratio4
1.07%
0.89%
MYN Peers
Source: Broadridge; Bloomberg as of 5/20/2024; Notes: Peer set includes MHN, BNY, ENX, VTN, NRK, NAN, PNF, PNI, and PYN; 1 Total shareholder return on price annualized for periods
longer than 1 year (assumes dividends are reinvested); 2 Timeframe from 5/20/2014 to 5/20/2024 ; 3 Distribution growth over the last year; 4 Represents the actual total 30 expenses excluding IRE & Taxes and 12B-1/Non-12B-1 service fees; For expense comparison purposes, peer set used by Broadridge includes VTN, NAN, ENX and PNI
MYN: actions taken to mitigate discount
How does
action help How does action help
Action taken MYN Action taken MYN reduce CEF discount? reduce CEF discount?
Increase CEF Events for financial advisors and
Inclusion in CEF index Increase CEF
visibility and visibility/liquidity end clients support shareholders
Fund of funds agreement Provides additional demand for CEFs Market insights and
fund
Increase CEF visibility and Increase payouts to commentaries support shareholders
Distribution rate increases shareholders
Managed / level-rate Diligence materials and
regular Keeps funds in good
Enhances CEF yield standing on platforms and stability updates for CEF research analysts increases visibility distribution
plan Open market share repurchase Repurchase CEF shares at Events for CEF research analysts
Increase CEF visibility program discount and institutional
investors
A. Open Market Share Repurchase Program (Nov 2018) B. Distribution Rate Increases (Nov 2023) C. Fee Waiver on Preferred Shares (May 2024)
Premium / (Discount) to NAV
5%
MYN Peer Median
0% A B C
(5%) (10%) (15%) (20%)
(25%)
May 2014 May 2015 May 2016 May 2017 May 2018 May 2019 May 2020 May 2021 May 2022 May 2023 May 2024
Source: Bloomberg as of 5/20/2024; Peer set includes MHN, BNY, ENX, VTN, NRK, NAN, PNF, PNI, and PYN
31
Rigorous Board oversight ensures all shareholders are protected
Why are our nominees collectively the best candidates for the contested Funds’ Boards?
?Genuinely independent Chair and Trustees
?New trustees identified by independent Governance
80%
Committee, advised by external search firm
Independent
?Multiple years of investment company and CEF governance experience
?Unrelenting and
unconflicted focus on protecting and enhancing all shareholder interests 40%
Trustees refreshed
?Extensive investment experience since 2021
?Extensive finance and accounting experience
?Extensive risk and compliance experience 50%
Gender/ethnic
?Extensive public company and Board governance experience diversity 33
The current Board has the extensive set of skills needed to effectively oversee closed-end funds
R. Glenn W. Carl
Cynthia L. Robert Lorenzo A. Stayce D. J. Phillip Catherine
A. John M. Arthur P. Hubbard Kester Egan Fairbairn Flores Harris Holloman Lynch Perlowski Steinmetz
Chair Vice Chair
MPA, MHN, MYN,
MPA, BCAT, ECAT, MPA, BCAT, ECAT, MPA, MHN, MYN, MPA, BCAT, ECAT, MPA, MHN,
MYN,
Up for re-election MPA, ECAT, BIGZ MPA MPA, ECAT, BIGZ MPA, ECAT, BIGZ BNY, BFZ, ECAT, Total BMEZ, BIGZ, BSTZ BMEZ,
BIGZ, BSTZ BNY, BFZ BMEZ, BIGZ, BSTZ BNY, BFZ
BIGZ
Independent / no
conflicts 8 Executive leadership 8 Public service or academic 6 positions Registered closed-end
fund 10 Other investment fund / 7 asset management experience Sustainability 9
/
Public company board
6
Skills
Consulting 6 Other finance and accounting 10 Retail or retirement market 6 Risk management and 9 compliance
Technology 3
Source: Public sources and FactSet
34
Rigorous governance and oversight of BlackRock CEFs
The Funds’ Boards regularly meet with the CEFs’ portfolio management teams to assess performance and fund positioning
Trustees serve on various committees that thoroughly examine all aspects of the CEFs’ management
Committee Structure
Assists Funds’ Boards in monitoring trading of CEFs, identifies
factors that may
Discount be causing the Funds to trade at a discount, engages with BlackRock and the
Funds’ Boards on actions to reduce the discount
Reviews information on, and makes
recommendations to the Funds’ Boards in Robust and
Performance respect of, the investment objectives, policies and practices of the CEFs and
Oversight fulsome reviews information from BlackRock on the investment performance of the CEFs
Assists the Funds’ Boards in fulfilling oversight responsibilities relating to the committee
Audit accounting and financial reporting policies and practices of the CEFs structure Monitors corporate governance matters and makes recommendations in respect facilitates
Governance thereof to the Funds’ Boards decisive actions Provides assistance to the Funds’ Boards in fulfilling their responsibilities with to enhance
respect to the oversight of regulatory and fiduciary compliance matters involving
Compliance value for all
the CEFs and fund-related activities of BlackRock, any sub-advisers and the
CEFs’ other third-party service providers shareholders
Securities Oversees the CEFs’
securities lending activities, intended to provide additional
Lending return for shareholders
Acts on matters that may require urgent action between the meetings of the
Executive
Funds’ Boards
Source: Appendix C of Definitive Proxy Statements on
Schedule 14A, as filed on April 25, 2024
35
Proactive actions taken by Standing Discount Committee
Discount Committee was established in 2018 to study all aspects of secondary market discounts and to assist the Funds’ Boards in monitoring CEF trading by:
1) Defining the drivers of discounts
2) Identifying potential solutions
3) Implementing remedial action plans
As part of its work, the Discount Committee commissioned
a study to ascertain factors that drive discounts and, based in part on its findings, proactively augmented discount management initiatives
Positively correlated
factors with discount to NAV Proactive discount management initiatives
Updates to dividend frameworks, including implementation of managed distributions
Share repurchases
Discount management program
Fund yield
Mergers (CEF to CEF, CEF to open-end, CEF
to interval)
Enhanced secondary market efforts
Fund
performance Enhanced Fund Board reporting, including detailed reviews of performance issues
Strategic review of investment strategies (resulting in
Fund Share liquidity investment policy changes)
Democratizing access to
private markets via “closed” structure
2.0 IPO structure to remove upfront fees and implement addition of 12 year limited term
Source: Morningstar, Appendix C of Definitive Proxy Statements on Schedule 14A, as filed on April 25, 2024
36
We are open to engaging with all our shareholders
• The Funds’ Boards seek to actively engage with all shareholders
• We approach these engagements with the goal of finding reasonable solutions to address shareholder concerns, including when those concerns are raised by
institutional investors and hedge funds
• The success of our engagement is exemplified by the recently announced settlement with one of our largest CEF
May 3, 2024 shareholders, Karpus Management (Karpus)
• On May 3, 2024, Karpus entered into BlackRock Municipal Income Fund, Inc. (MUI) Announces
Tender agreements to support the Boards at all Offer Contingent Upon Approval of Conversion of MUI to Unlisted Closed-End Interval Fund Structure
BlackRock-advised CEFs that it holds, including the contested CEFs Source: Business Wire
“Our recent engagement with BlackRock was constructive and productive, resulting in fund enhancements that we believe will add to what BlackRock is already
doing to address discounts and enhance the total return to shareholders of these closed-end funds. BlackRock’s management team as well as the funds’ Boards have taken more steps than most other closed-end fund managers to benefit Karpus’ clients as well as all shareholders of these funds.”
-Daniel L. Lippincott,
CFA
President and Chief Investment Officer, Karpus Investment Management 37
Inherent conflict between Saba’s self-serving interests and those of other shareholders
Saba’s aggressive and self-serving behavior could harm other shareholders
The Saba Playbook Funds where vs. BlackRock Offers:
Saba did this
BRW SABA
“Bait and
• Take over fund management, fundamentally change
switch” fund YES YES vs.
Consistent fund strategy
strategies to suit Saba’s own purposes
objectives
• Fees have risen in funds taken over by Saba,
leaving shareholders to foot the bill after Saba has sold down
Higher fees YES YES vs. Competitive fees and expenses
• High fees are paid to alternative asset managers (hedge funds) that Saba directs CEF to invest in
Tax • One-time large liquidations may not allow for sufficient
YES YES vs. Tax-efficient income
Inefficiencies
flexibility in tax planning
Redemptions Distribute capital at times suit • to shareholders that
at inopportune YES YES vs. Stable, consistent distributions
Saba’s interests, not the
interests of all shareholders
times
Forced
• Very large tender offers can hurt all shareholders; Stable capital base,
liquidations
of YES YES vs.
especially acute for private investments limiting forced selling
positions
Costly • Prevent shareholder friendly actions like fund
mergers, Protect and enhance value for all
YES YES vs. disruptions negatively impacting other shareholders shareholders
36+ years of CEF experience and
Uncertain • Saba only has 52 employees and 19 investment
YES YES vs. support from 19,000+
stewardship professionals
professionals
Source: SEC filings
39
Saba does not deliver (positive) change as a manager
Shareholder Saba sets high Fund manager1 Saba fails to meet these standards standards for targeted funds and, in many cases, underperforms the prior manager
“[A]ll gains through Saba’s activism are gains • Since Saba became manager of BRW (formerly PPR), Saba has for every investor to capture”2
extracted value for itself at the expense of all shareholders by: o not decreasing fee structure,
“[W]e are confident the Board will be able to o ending fee
waivers, and find a thoughtful and capable manager for o increasing investments in funds that themselves charge fees, significantly less than what Voya is which are passed on to shareholders currently charging”3 o fully tendering against
shareholders—forcing proration
• BRW fees in FY 23 were highest as a % of net assets in over 10 years
• Since Saba became manager of SABA (formerly GIM), Saba has instituted a new administrative fee, in addition to retaining the existing fee structure
“PPR’s performance has been substantially • Saba-managed funds increase their investments in risky assets in worse than its benchmark and peer group”3 volatile
markets, leaving other shareholders trapped
“Passing our proposals can help fix decades • Since Saba became manager of BRW, the fund continues to trade
at a of underperformance by reducing fees and discount to NAV and underperforms relevant index expenses and quickly increasing the share • Since Saba became manager of SABA, the fund’s discount to NAV has price of PPR to its net asset
value”4 widened significantly compared to its peer group
1 Effective June 4, 2021, Saba became the investment manager of Voya Prime Rate Trust (PPR)
(n/k/a Saba Capital Income & Opportunities Fund (BRW)). Effective January 1, 2024, Saba became the investment manager of Templeton Global Income Fund (GIM) (n/k/a Saba Capital Income & Opportunities Fund II (SABA)); 2 Form
DFAN14A filed by Saba Capital Management, L.P. at Voya Prime Rate Trust on June 23, 40 2020; 3 Form DFAN14A filed by Saba Capital Management, L.P. at Voya Prime Rate Trust on June 16, 2020 ; 4 Form DFAN14A filed by Saba Capital Management,
L.P. at Voya Prime Rate Trust on June 12, 2020
Saba’s Broken Promises – BRW
Saba
Capital Income & Opportunities Fund (formerly Voya Prime Rate Trust)
Saba’s Claims about BRW 1 Reality
Total Shareholder Return
BRW Morningstar US CEF Bank Loans BlackRock Bank Loans Funds Median2
13.7% Since takeover extract (6/4/2021 – 19.5% 5/20/2024)
31.0%
Average NAV presentation Current NAV
Premium / (Discount) Premium /
(Discount) Saba since Takeover
Note: BRW (8.7%) (8.0%)
Morningstar US CEF
0.2% (7.0%)
Bank Loans
BlackRock Bank Loans
1.0% (6.0%)
Funds Median2
Underperformance
(968bps) (203bps) of BRW vs. BlackRock
Saba statement from June 2020 proxy fight:
Since Saba assumed control of BRW, it has:
Termination of Advisory Agreement
Not reduced the NAV discounts that have persisted following
As a result of their relationship
with Voya, the Board has previously transition to Saba’s management lacked the leverage to negotiate a reduction in the advisory fee Not lowered its 1.05% management fee or 1.50% expense charged to PPR shareholders. ratio contrary to what
it has promised
Increased fees paid for by the fund’s shareholders by
Upon termination, the Board will be allowed to thoughtfully review all investment advisors. Given that average actively managed mutual reducing waivers on fees3
fund fees are ~60bps, we are confident the Board will be able to find Increased expenses; for the FY ended 10/31/2023, expenses were the highest as a percent of net assets in over 10 years a thoughtful and capable manager for significantly
less than what funds, adding another layer Voya is currently charging. Transitioned strategy to fund of of hidden fees
Fully tendered its shares against
shareholders—forcing proration
Source: Bloomberg as of 5/20/2024; Notes: Saba Capital Management, L.P. became the fund’s investment advisor effective
after close of business on 6/4/2021; Peer set includes AFT, ARDC, DSU, FRA, BGT, BGX, BSL, BGB, ECC,
EFT, EFR, EVF, FCT, HFRO, VVR, JQC, JFR, OCCI, OXLC, PHD, and
XFLT; 1 Total shareholder return on price (assumes dividends are reinvested); 2 Represents the median of the three BlackRock funds in the Bank Loan category: DSU, 41 FRA and BGT; 3 From 1.05% of Managed Assets plus 0.15% of average daily net assets
to 1.05% of Managed Assets plus 0.30% of average daily net assets
Saba’s Broken Promises – SABA
Saba
Capital Income & Opportunities Fund II (formerly Templeton Global Income Fund)
Saba’s Claims about SABA1 Reality
Total Shareholder Return
SABA 6.9%
5.6%
Morningstar US CEF Global extract Income
YTD (12/31/2023 – 5/20/2024)
Average NAV Current NAV
Premium / (Discount) presentation Premium / (Discount) Saba since Takeover
Note: SABA (12.2%)
(12.4%)
Morningstar US CEF
(6.1%) (6.1%)
Global Income Underperformance
(604bps) (631bps) of SABA
Since Saba has been involved, the fund has:
Saba statement from April 2021 presentation:
Not reduced the NAV discounts that have persisted
We therefore do not believe
that the option to sell shares at a following transition to Saba’s management discount to NAV is an attractive one. While the Fund’s investment advisor has consistently performed poorly, in our opinion there could Not pursued the
strategic merger they presented as a value-still be a bright future for the Fund and all of its shareholders, one in enhancing solution during their campaign against the fund which the Fund trades at a premium to NAV.
At the 2022 AGM: “Less than 10% of the Fund’s outstanding
One option the Board
should consider is to pursue a strategic shares (other than Saba’s shares or the privately purchased merger with a closed-end fund that is more sought after by its shares) voted for Saba and its nominees.
In addition […] all three shareholders. We saw the benefit of this approach when the leading independent proxy advisory firms—ISS, Glass Lewis, and Guggenheim Enhanced Equity Income Fund (trading at an 11% Egan-Jones—recommended that
shareholders vote with the discount) merged with the Guggenheim Strategic Opportunities Fund Fund’s recommendations…”
(trading a 28% premium).
-Franklin Templeton Press Release, 2/13/2023
Source: Bloomberg as of 5/20/2024, press releases
1 Based on April 16, 2021 and May 17, 2022 Saba presentations 42
Are Saba’s interests really aligned with those of all shareholders?
Saba’s actions at “BRW” Saba’s actions at “SABA”
~38%
~25% -68% -88% decline decline
~12%
~3%
Saba ownership prior to takeover Saba ownership today2 Saba ownership prior to takeover Saba ownership today2 in June Before 20211 After in January Before 20243
After
Note: excludes high fees paid to alternative asset managers (i.e., hedge funds) that
1.71% +56 2.27% Saba directs 1.11% +9 1.20%
CEFs to invest in,
estimated net annual estimated net annual Total Pro forma expense excl. interest bps expense excl. interest which Saba does annual bps total annual and dividends4 and dividends5
not need to expenses6 expenses6
disclose; at BRW, we assume these incremental fees
Voya Saba to be substantial Templeton Saba
So far, Saba has decreased their fund ownership and
increased expenses for all shareholders
1 Based on Saba 13D/A filed on April 30, 2020; 2 Based on FactSet as of 5/16/24; 3 Based on Saba 13D/A filed on
June 21, 2023 ; 4 Based on PPR 2021 Annual Report as of 2/28/2021; 5 Based on
BRW 2023 Annual Report as of 10/31/2023; 6 Based on GIM DEF14A filed on
September 20, 2023 43
Multi-year activism campaign at BlackRock Funds has squandered shareholder value in pursuit of Saba’s self-serving goals
2023
March – August 2024 2019 Saba nominates slate of inexperienced
candidates to advance Saba fails to complete director its self-serving goals at ECAT, BIGZ January – April questionnaires required by bylaws and BFZ; ECAT and BIGZ meetings are of BQH and BTZ that would help adjourned due to no quorum (Saba did
Funds and Board engage in shareholders assess candidacy not turn in proxies received) while all extensive discussions with Saba company nominees at BFZ were duly and offer meaningful liquidity Saba initiates costly and options that would benefit all
unnecessary litigation elected and none of Saba’s nominees were elected shareholders challenging the Funds’ typical requirements, which are applicable October Saba rejects several settlement to all shareholders Saba opposes merger of 4
BlackRock offers that would have offered substantial liquidity for several Delaware Supreme Court upholds CEFs, increasing solicitation costs funds because Saba demanded the actions taken by the Funds and causing merger to be withdrawn board control
due to the difficulty of obtaining votes in a proxy fight, despite strong support May—Present from other shareholders; note that Saba launches proxy contests at Saba purchased its stake in 1 of 4 the 10 Funds and changes terms CEFs after merger
was announced months into negotiations 44
Saba’s nominees are unqualified and conflicted
Saba’s recent campaigns have raised some questions at ISS
ISS on Saba’s unqualified nominees
. . . Saba is unable to find enough competent nominees
to warrant ISS’s endorsement of its
Items on its proxies. Saba argued difficulties in attracting appropriate directors, but ISS believes Saba presented no
objective evidence that it faced any more difficulties than the Funds face. . .1
“ . . . However, Saba focused the majority of its effort on [developing a
case for change], and appears to have placed less emphasis on the equally important task of building director slates equipped to effect required change. . .2
. . .
The campaigns . . . illustrate an important disconnect in CEF activism. Namely, CEF activists have refined their ability to present a case for change, yet they continue to treat the selection of nominees as an afterthought. . .3
ISS on Saba’s baseless theses
. . . [Saba]’s plan also encompasses a reevaluation of
the manager, but [Saba] has been unclear about what this entails. . .4
. . . However, [Saba] has not presented a compelling argument that the time for any of these
transformational developments is now, or that Saba would be best suited to have control over the board during any such process. . .5 ”
1 ISS research
note–all in the family: Saba’s governance-themed campaigns at Blackrock funds (July 10, 2023); 2 ISS research note–all in the family: Saba’s governance-themed campaigns at Blackrock funds (July 10, 2023); 3 ISS research
note–all in the family: Saba’s governance-themed campaigns at Blackrock funds (July 10, 2023); 4 ISS proxy analysis & benchmark policy voting recommendations 46 for ASA gold and precious metals limited (April 26, 2024); 5 ISS
proxy analysis & benchmark policy voting recommendations for Templeton global income fund (April 6, 2022)
Saba’s nominees are unqualified versus current trustees
They have few skills that are relevant to fund oversight
Their
pre-existing relationships with Saba raise serious questions about independence
Athanassios David Alexander Ilya Gurevich
Shavar Jeffries David Locala Jennifer Raab Diplas Littlewood Vindman
BCAT, BFZ, BIGZ, BCAT, BIGZ, BNY, Saba Current BIGZ, BSTZ, ECAT, BFZ, BIGZ, BMEZ, BIGZ, BMEZ,
BSTZ, BCAT, BIGZ, BSTZ, Nominee For BMEZ, MHN, MPA, BIGZ, ECAT, MPA MHN, MYN, MPA, MPA BNY, MPA, ECAT ECAT, MPA MYN, MPA, ECAT
ECAT ECAT Nominees Trustees
Independent / no conflicts 2 8 Executive leadership 4 8 Public service or academic 4 6 positions
Registered closed-end fund 0 10 Other investment fund / asset 4 7 management experience Sustainability 4 9
/ Public company board
2 6
Skills Consulting 2 6 Other finance and accounting 4 10 Retail or retirement market 1 6 Risk management and 1 9 compliance
Technology 2 3
Source: Public sources and FactSet.
47
Saba nominees raise many unanswered questions…
• In response to Saba’s nominations, we asked to interview Saba’s director candidates, as we always do with potential directors
• Saba refused to allow us to interview their nominees
• As a result, we performed a
review of the backgrounds of Saba’s nominees using public information. Many questions were raised.
• We are flagging those questions here for our
shareholders to be able to take them into account when they vote
Saba’s nominees raise many unanswered questions
48
How can Saba’s nominees be truly independent?
Saba nominees’ pre-existing relationships with Saba raise serious questions about independence
Athanassios Diplas Ilya Gurevich $ $ BOAZ WEINSTEIN $ LA $ David Locala Jennifer Raab Shavar Jeffries
Connections to Boaz Weinstein / Saba
Source: Public sources and FactSet
Mrs. Weinstein DA campaign
Frequent social media Boaz’s childhood Boaz’s former
financing or charitable contributions interactions with Boaz chess mate colleague from Mr. & Mrs. Weinstein 49
Saba Nominee: Athanassios Diplas
Nominee for:
BIGZ, BSTZ, ECAT, MPA
?Worked as Global Head of System Risk Management at Current Role: Deutsche Bank from 2010–2012. The firm was fined N/A over a money
laundering scheme, which allegedly occurred during part of the time that he was the Global Primary Experience: Head of System Risk Management1
Trading &
risk management
?Potential for reputational harm: Diplas participated in an ICE Clear Credit rule-making committee, which press reports called
“dictatorial” and suggested was to help bankers to build “a moat around the castle so that no
Known prior one can get in to change the system so
that everyone benefits”3
Relationship with Saba?No closed-end fund experience
Donated to Boaz Weinstein’s?No retail shareholder perspectives (Saba founder) wife’s 2020 bid for New York County District ?No relevant board experience
Attorney and regularly interacts with Weinstein on social media 50
Saba Nominee: Ilya Gurevich
Nominee for: BFZ,
BIGZ, BMEZ, BNY, MPA, ECAT
?No closed-end fund experience
Current Role:
Life, accident and health ?No retail investor perspectives insurance agent
?No relevant board experience
Primary Experience:
Trading & retirement planning
Known prior Relationship with Saba
Has had a personal relationship with Boaz Weinstein since the 1990s through their competitive chess careers and donated to
Boaz Weinstein’s wife’s 2020 bid for New York County District Attorney 51
Saba Nominee: Shavar Jeffries
Nominee for: BCAT,
BFZ, BIGZ, BMEZ, MHN, MPA, ECAT
Background Qualifications and Considerations
Ran for mayor of Newark, NJ in 2014, a campaign that Current Role: included allegations of campaign misconduct, corruption
CEO of KIPP Foundation and voter intimidation1 (charter school network)
Received 60 municipal
and traffic citations between 2005–2022.2 Has an outstanding warrant for failure to pay an Primary Experience: unspecified prescribed fare, was sued by Synchrony Bank in Education & legal 2015 over an unpaid balance and was previously
put on a list of attorneys ineligible to practice law due to a failure to pay annual fees3
Known prior No closed-end fund
experience
Relationship Limited corporate governance / business / investing with Saba experience
Has significant ties to Boaz No retail shareholder perspectives Weinstein and his wife through charter school organizations and advocacy, particularly through their work with
Success Academy Charter Schools
Source: Public sources and FactSet.
1 News
sources (e.g., https://www.nj.com/essex/2014/03/newark_mayors_race_jeffries_asks_us_attorney_to_monitor_election_day_after_intimidation_complaints.html); 2 Court records; 3 New Jersey 52 Lawyers’ Fund for Client Protection
(https://www.njcourts.gov/sites/default/files/notices/2008/10/n081009a.pdf)
Saba Nominee: David Littlewood
Nominee for: BIGZ,
ECAT, MPA
?In August 2007, Barclays announced that it would rescue
Current
Role: Cairn Capital’s $1.6 billion structured investment vehicle,
N/A Cairn High Grade Funding I. The fund invested in long-term assets by borrowing
through commercial paper and Primary Experience: became troubled from a lack of liquidity in the commercial Credit asset management paper market. Under the restructuring deal, Barclays lent the fund ~$1.5 billion to pay off its commercial paper
obligations as they matured over the next five years1
?No closed-end fund experience
?No retail shareholder perspectives
?No relevant board experience 53
Saba Nominee: David Locala
Nominee for: BIGZ,
BMEZ, BSTZ, ECAT, MPA
Background Qualifications and Considerations
During his
tenure at Deutsche Bank in 2014, Current Role: shareholders of PLX Technology sued over alleged N/A conflicts of interest of Deutsche Bank—including Locala specifically—regarding the board’s approval of the Primary Experience:
company’s sale to Avago Technologies as well as M&A investment banking Deutsche Bank’s failure to disclose Locala’s work on Avago’s acquisition of another entity. After Deutsche
Bank settled the claims against them, the court found that Deutsche Bank had withheld the information from the board1
Known prior
Locala has engaged on numerous public social media Relationship posts on
controversial topics such as anti-trans rights, with Saba impeachment inquiries and conspiracy theories2
Worked at Deutsche Bank during
No closed-end fund experience
Boaz Weinstein’s
tenure in the mid-2000s
No retail shareholder perspectives
No relevant board experience
Source: Public sources and FactSet.
1 In re PLX Tech. Inc. Stockholder Litig. (Del. Ch. Oct. 16, 2018); 2 Mr. Locala’s X (formerly Twitter) account (https://x.com/davidlocala) 54
Saba Nominee: Jennifer Raab
Nominee for: BCAT,
BIGZ, BNY, MHN, MYN, MPA, ECAT
Background Qualifications and Considerations
While Raab served as chair of the NYC Landmarks Current Role: Preservation Commission between 1994 and 2001, CEO of New York Stem Cell media reported she allegedly
used a staff member to Foundation serve as her chauffeur, in violation of city rules1 While President of Hunter College between 2001 and
Primary Experience:
2023, Raab was subject to criticism of her handling of Public service & legal budgetary issues, including tuition hikes and cuts to contingent
workers’ salaries despite receiving her own compensation increases2
Known prior No closed-end fund experience
Relationship business experience with Saba No
The Tali and Boaz Weinstein No retail shareholder perspectives
Foundation donated $200,000 in grants and contributions to No relevant board experience Hunter College in 2017 and 2018, while Raab was President
Source: Public sources and FactSet.
1 News sources (e.g., https://nypost.com/2001/01/30/rudy-ally-hired-as-hunter-prez-in-angry-vote); 2 News
sources (e.g., https://www.nydailynews.com/2010/01/06/cuny-bigs-get-pay-hike- 55 while-tuition-spikes)
Saba Nominee: Alexander Vindman
Nominee for: BCAT,
BIGZ, BSTZ, MYN , MPA, ECAT
?No closed-end fund experience
Current Role:
President of Here Right Matters ?No governance, business or finance experience1
Foundation (Ukraine aid)
?No retail shareholder perspectives
Primary Experience:?No relevant board experience 56
Military
The answer is clear – only the current Funds’ Boards have the best interests of all shareholders in mind and BlackRock is the right manager for these Funds
The Funds’ Boards are the best choice for all shareholders and
BlackRock is the right manager for the CEF Funds
• The Funds’ Boards represent the
best interests of all our shareholders — 290K+ beneficial holders. CEF holders invest in these products for predictable income over time and across investment cycles
• We manage numerous funds, the majority of which are performing well and many trade at a premium. For the BlackRock Funds trading at a discount, the Funds’ Boards and
BlackRock continuously take decisive action
• The Funds’ highly qualified Boards bring to bear the right set of skills to oversee these
Funds for the best interests of all shareholders
• In contrast, Saba has a questionable
track record of managing CEFs, and has nominated unqualified, unvetted and conflicted directors
• Saba has presented no tangible plan for these Funds other
than taking self-serving actions at the expense of other shareholders
Change is NOT BlackRock Funds’ Boards are the BEST choice for all shareholders
?warranted ? and BlackRock is the RIGHT manager for these Funds 58
Appendix
The Funds’ Boards have taken decisive steps to address trading discounts – additional detail
Action Taken High-level Description
Took steps to qualify for inclusion in the S-Network Composite Closed-End Fund Index which is tracked by the Invesco CEF Inclusion in CEF index Income Composite ETF (PCEF), the largest ETF of CEFs, and S-Network Municipal Bond Closed-End Fund Index which is tracked by VanEck CEF Muni Income ETF (XMPT)
Fund of funds agreement Entered fund of fund agreements permitting a third-party fund to invest in excess of certain statutory limits
Distribution rate increases Announced increases to distribution rates and/or special distributions across selected Funds
Managed / level rate Provides stockholders with a constant, but not guaranteed, fixed minimum rate of distribution each month comprising income, distribution plan capital gains
and/or return of capital
Program seeks to enhance shareholder value by purchasing Fund shares trading at a discount to their NAV, which is accretive to
Open market share repurchase program the Fund’s NAV; disclosed on quarterly basis (higher frequency than regulatory requirements)
Program whereby average discount is measured at calendar quarter end, and if greater than 7.5%, the Fund will conduct a tender
Discount management program for up to 2.5% of shares outstanding
Limited term providing
Implemented limited term with 100% liquidity at NAV structure for selected Funds; changed names of selected Funds to increase 100% liquidity at NAV awareness of the contingent limited term structure; accompanied by corresponding press releases
Events for financial advisors and end
Presentations by senior Fund manager
employees to investors and other stakeholders in the CEF ecosystem clients
Market insights and fund commentaries Published research thought pieces, as well as
quarterly market commentary updates for selected Funds
Diligence materials and regular updates
Published due diligence decks that provide all relevant information for CEF research analysts to initiate coverage for CEF research analysts
Events for CEF research analysts and Briefings for CEF research analysts, syndicate members and institutional investors with presentations from portfolio managers institutional
investors and strategists across the taxable fixed income and equity platform
60
BlackRock CEF Board Members: R. Glenn Hubbard
Up for re-election at: MPA, BCAT, ECAT, BMEZ, BIGZ, BSTZ
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’s experience as an adviser to the
President of the United States adds a dimension of balance to each Fund’s
governance and provides perspective on economic issues.
Dr. Hubbard has served as the Dean of Columbia Business School, as a member
Skills/experience of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School
Public service or
academic positions of Government at
Harvard University, the Harvard Business School and the
Registered closed-end University of
Chicago.
fund
Other
investment fund Dr. Hubbard’s prior service on the board of ADP and current service on the
/ asset
management
boards of TotalEnergies and MetLife Insurance Company allows him to bring to
ESG the Boards the benefit of his experience with the management practices of other
Public company board financial companies.
Consulting Dr. Hubbard’s long-standing service on the boards of directors/trustees of
Other finance and the closed-end funds in the BlackRock Fixed-Income Complex also provides
accounting him with a specific understanding of the Funds, their operations, and the
Risk management and
compliance
business and regulatory issues facing the Funds.
Dr. Hubbard’s independence from the Funds and the Advisors enhances
his
service as Chair of the Boards, Chair of the Executive Committees and a member
of the Governance Committees, the Compliance Committees and the
Performance Oversight Committees.
Source: Public sources and FactSet
61
BlackRock CEF Board Members: W. Carl Kester
Up for
re-election at: MPA, BCAT, ECAT, BMEZ, BIGZ, BSTZ
The Board benefits 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 each
Fund’s Board a wealth of expertise in corporate finance and corporate governance.
Skills/experience Dr. Kester has authored and edited numerous books and research papers on
? Public service or
academic positions both subject matters, including co-editing a leading volume of finance case
? Registered closed-end studies used
worldwide. fund
? Other investment fund Dr. Kester’s long-standing service on the boards of directors/trustees of
/ asset management
the closed-end funds in the
BlackRock Fixed-Income Complex also provides
? ESG
him with a specific
understanding of the Funds, their operations, and the
? Consulting business and regulatory issues facing the Funds.
? Other finance and
accounting Dr. Kester’s independence from the Funds and the
Advisor enhances his service
? Risk management and as a Vice Chair of the Boards, Chair of the Governance Committees and a member
compliance
of the Executive Committees, the Compliance Committees, the Performance Oversight
Committees, the Discount Committees and the Securities Lending Committees. 62
BlackRock CEF Board Members: Cynthia L. Egan
Up
for re-election at: MPA, ECAT, BIGZ
Cynthia L. Egan brings to each Fund’s Board 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.
Skills/experience Ms. Egan has also served as an advisor to the U.S. Department of Treasury as an
Executive leadership expert in domestic retirement security.
Public service or
academic positions Ms. Egan began her professional career at the Board of Governors of the Federal
Registered closed-end
fund Reserve and the Federal
Reserve Bank of New York.
Other investment fund
/ asset management
Ms. Egan is also a director of UNUM Corporation, a publicly traded insurance
ESG company providing personal risk reinsurance, and a director and Chair of the
Public company board Board of directors of The Hanover Group, a public property casualty insurance
Consulting company. Ms. Egan is also the lead independent director and non-executive
Other finance and Vice Chair of the Board of directors of Huntsman Corporation, a publicly traded
accounting
Retail or retirement manufacturer and marketer of chemical products.
market
Risk management and Ms. Egan’s independence from the Funds and the Advisor
enhances her service compliance as Chair of the Compliance Committees, and a member of the Governance Committees the Performance Oversight Committees, the Discount Committees and the Securities Lending Committees.
Source: Public sources and FactSet
63
BlackRock CEF Board Members: Robert Fairbairn
Up
for re-election at: MPA
Robert Fairbairn is responsible for key strategic relationships and initiatives with some of
BlackRock’s largest global clients. Since joining the firm in 1993, he has led many of BlackRock’s most important business divisions and served on the Global Executive Committee since inception.
His prior roles included Head of the Strategic Partner Program, Head of the Strategic Product Management Group, Global Head of Wealth Management Skills/experience and iShares, Head
of the Global Client Group and Head of BlackRock’s
Executive leadership International Business. Robert also played a leading role in BlackRock’s mergers
Registered closed-end
fund with
Merrill Lynch investment Managers and Barclays Global Investors.
Other investment fund
/ asset management Robert serves as a Director on the boards of BlackRock’s U.S. mutual fund
ESG complexes. As Co-Chair of the Human Capital Committee, the Talent Sub
Other finance and Committee of the Global Executive Committee (GEC) and the Managing Director
accounting
Retail or retirement Promotion Committee, Robert plays a key role
in talent development for the firm. market He also oversees the BlackRock Alumni Program, which launched in 2022.
Risk management and
compliance Robert is Vice Chair of the Campaign Board of Durham University. He sits on the British American Business Advisory Board as well as the American Associates of the
National Theatre Board.
Source: Public sources and FactSet
64
BlackRock CEF Board Members: Lorenzo A. Flores
Up
for re-election at: MPA, ECAT, BIGZ
Each Fund’s Board benefits 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
of Intel Foundry, Chief Financial Officer and Corporate Controller of Xilinx, Inc. and Vice Chairman of Kioxia, Inc. and his long experience in the technology industry allow Skills/experience him to provide insight into financial, business and
technology trends.
? Executive leadership
? Registered closed-end Mr. Flores’s knowledge of financial and accounting matters qualifies him to serve
fund
as a member of the Audit Committees, and his independence from the Funds and
? ESG
the Advisor enhances his service as a member of the Performance Oversight
? Consulting
Committees.
? Other finance and accounting
? Risk management and compliance
? Technology 65
BlackRock CEF Board Members: Stayce D. Harris
Up
for re-election at: MPA, ECAT, BIGZ
Each Fund’s Board benefits 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 as
Inspector General of the Air Force, 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 Skills/experience duty, Air Force
Reserve and Air National Guard forces.
Executive leadership
Public service or
Ms. Harris’s experience on governance matters includes oversight of inspection academic positions policy and the inspection and evaluation system for all Air Force nuclear and
Registered closed-end
fund conventional forces;
oversight of Air Force counterintelligence operations and
ESG service on the Air Force Intelligence Oversight Panel; investigation of fraud,
Public company board waste and abuse; and oversight of criminal investigations and complaints
Consulting resolution programs.
Other finance and Ms. Harris is also a
director of The Boeing Company.
accounting
Risk management and
compliance Ms. Harris’s independence from the Funds and the Advisor enhances her service
Technology as a member of the Compliance Committees and the Performance Oversight Committees.
Source: Public sources and FactSet
66
BlackRock CEF Board Members: J. Phillip Holloman
Up for re-election at: MPA, MHN, MYN, BNY, BFZ
Phillip Holloman retired from Cintas as President and Chief Operating Officer in 2018. Mr. Holloman is a founding member of Cintas’ diversity committee and received the
Excalibur Award, the company’s highest distinction reserved for business executives who demonstrate excellence during their tenure.
He serves as a member of
the Boards of directors for Pulte Group (NYSE: PHM) and the BlackRock Fixed Income Board and was previously a member of the Skills/experience board of directors for Rockwell Automation (NYSE: ROK).
Executive leadership
Public service or In addition, Mr. Holloman serves as a member of
the board of directors for the academic positions Urban League of Greater Southwestern Ohio and on the board of trustees for
Registered closed-end
fund the University of Cincinnati.
ESG
Mr. Holloman’s independence from the Funds and the Manager
enhances his
Public company board service as a member of the Governance Committees and the Performance
Other finance and
accounting Oversight Committees.
Retail or retirement market
Technology
Source: Public sources and FactSet
67
BlackRock CEF Board Members: Catherine A. Lynch
Up
for re-election at: MPA, MHN, MYN, BNY, BFZ, ECAT, BIGZ
Catherine A. Lynch, who served as the Chief Executive Officer and
Chief Investment Officer of the National Railroad Retirement Investment Fund, benefits each Fund’s Board by providing business leadership and experience and a diverse knowledge of pensions and endowments.
Ms. Lynch is also a trustee of PennyMac Mortgage Investment Trust, a specialty finance company that invests primarily in mortgage-related assets. Ms. Lynch also
Skills/experience holds the designation of Chartered Financial Analyst.
Executive leadership
Public service or Ms. Lynch’s knowledge of financial and accounting matters qualifies her to serve academic positions as Chair of the Audit Committees, where she holds
financial expert status.
Registered closed-end fund
Other investment fund Ms. Lynch’s independence from the Funds and the Advisor enhances her service
/ asset management
as Chair of the Discount Committees and the Securities Lending Committees
and
ESG
a member of the Governance Committees and the Performance Oversight
Public company board Committees.
Other finance and accounting
Retail or retirement market
Risk management and compliance
Source: Public sources and FactSet
68
BlackRock CEF Board Members: John M. Perlowski
Up
for re-election at: MPA, BCAT, ECAT, BMEZ, BIGZ, BSTZ
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 Skills/experience of the
Global Product Group at Goldman Sachs Asset Management, and his
? Executive leadership former service as Treasurer and Senior Vice President of the Goldman Sachs
? Registered closed-end
fund Mutual
Funds and as Director of the Goldman Sachs Offshore Funds provides
? Other investment fund the Board with the benefit of his experience with the management
practices of
/ asset management
? ESG other financial companies.
? Other finance and Mr. Perlowski also serves as a trustee for the funds in the BlackRock Multi-
accounting
? Retail or retirement Asset Complex. Mr. Perlowski’s experience with
BlackRock enhances his service market as a member of the Executive Committees. 69
? Risk management and compliance
BlackRock CEF Board Members: Arthur P. Steinmetz
Up for re-election at: MPA, MHN, MYN, BNY, BFZ
The Board benefits from Arthur P. Steinmetz’s many years of business and leadership experience as an executive, chairman and director of various companies in the financial
industry.
Mr. Steinmetz’s service as Chairman, Chief Executive Officer and President of the OppenheimerFunds, Inc. and as Trustee, President and
Principal Executive Officer of certain OppenheimerFunds funds provides insight into the
Skills/experience asset management industry. Mr. Steinmetz also served
as a portfolio manager
Executive leadership for decades.
Registered closed-end
fund He has also served as a Director of ScotiaBank (U.S.). Mr. Steinmetz’s
Other investment fund
/ asset management knowledge of financial and accounting matters
qualifies him to serve as a
Public company board member of the Audit Committees.
Consulting
Mr. Steinmetz’s independence from the Funds and the Manager enhances his
Other finance and
accounting service as Chair of the Performance Oversight
Committees and a member of the
Retail or retirement
market Discount
Committees.
Risk management and compliance
Source: Public sources and FactSet
70