Regulatory Filings • May 22, 2024
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Download Source FileDEFA14A 1 d799447ddefa14a.htm BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST
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
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BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST
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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 BlackRocks 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 Funds2 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, LPs (Saba) extensive Sabas self-serving history of destructive actions has harmed CEF shareholders interests and those of Sabas tactics are self-serving and not in the best interests of all shareholders other shareholders Sabas nominees have few relevant skills to provide oversight and add no value Sabas 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) BlackRocks 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 Sabas 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 BlackRocks ethos BlackRocks 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 Sabas less qualified, conflicted nominees Highly qualified current trustees surpass Sabas 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 Trusts Board believes BCATs performance is best measured against a blended benchmark50% 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 BCATs 7.75% discount to NAV is narrower than peers by 593bps as of 5/20/2024 The Trusts 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 Trusts Board updated its monthly distribution to an annual rate of 20% of its 12-month rolling average daily NAV5 BCATs 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 Trusts Board believes ECATs performance is best measured against a blended benchmark50% 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 ECATs 8.14% discount to NAV is 737bps narrower than peers median as of 5/20/2024 The Trusts 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 ECATs NAV of $18.79 per share plus the $3.38 cumulative distributions paid equals $22.17 per share, as compared to the Trusts $20.00 per share IPO price In May 2024, the Trusts Board updated its monthly distribution to an annual rate of 20% of its 12-month rolling average daily NAV5 Total Expense Ratio4 ECATs 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 Morningstars classification, the Trusts 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, BIGZs private investments account for 25.3% of the portfolios 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 Trusts 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 Trusts 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 Trusts Board updated BIGZs monthly distribution to an annual rate of 12% of its 12-month rolling average daily NAV3 Total Expense Ratio4 BIGZs 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 Trusts 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 BMEZs 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 Trusts 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 Trusts Board updated BMEZs 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 Trusts $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 portfolios 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 Trusts Board believes BSTZs 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 BSTZs TSR has outperformed its benchmark by 1,231bps YTD, even though its performance was impacted by the Trusts 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 Trusts 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 Trusts 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 Trusts Board updated BSTZs monthly distribution to an annual rate of 12% of its 12-month rolling average daily NAV3 1.35% 1.35% BSTZs NAV of $22.13 per share plus the $9.37 cumulative distributions paid equals $31.50 per share, as compared to the Trusts $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%) BFZs 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 Trusts 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 BFZs 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 BFZs NAV of $12.78 per share plus $17.97 in cumulative distributions paid equals $30.75 per share, as compared to the Trusts $15.00 per 5.54% 51.28% share IPO price 4.46% 16.98% Total Expense Ratio4 The Trusts 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%) BNYs 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%) BNYs yield on NAV is in line with peers median BNYs NAV of $11.92 per share plus $18.02 in cumulative distributions (15%) paid equals $29.94 per share, as compared to the Trusts $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 BNYs 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 Funds 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% MHNs yield on NAV is in line with peers (5%) Distributions have grown by 29.85% in the past year, more than peers (10%) (15%) MHNs NAV of $11.97 per share plus $20.46 cumulative distributions paid equals $32.43 per share, as compared to the Funds $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% MHNs 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%) MPAs yield on NAV is 241bps higher than peers median (15%) Distributions have grown by 94.12% in the past year, more than peers (20%) MPAs 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 Funds $15.00 per Yield on NAV Distributions Growth3 share IPO price 94.12% Total Expense Ratio4 6.11% 3.70% MPAs 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% MYNs 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 Funds 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%) MYNs 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 MYNs 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 Funds $15.00 per 4.42% 29.33% share IPO price Total Expense Ratio4 MYN Peers MYN Peers MYNs 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. BlackRocks 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 Sabas self-serving interests and those of other shareholders
Sabas 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 Sabas 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 Sabas 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 Sabas activism are gains Since Saba became manager of BRW (formerly PPR), Saba has for every investor to capture2 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 charging3 o fully tendering against shareholdersforcing 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 PPRs performance has been substantially Saba-managed funds increase their investments in risky assets in worse than its benchmark and peer group3 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 funds discount to NAV has price of PPR to its net asset value4 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
Sabas Broken Promises BRW Saba Capital Income & Opportunities Fund (formerly Voya Prime Rate Trust) Sabas 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 Sabas 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 funds 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 shareholdersforcing proration Source: Bloomberg as of 5/20/2024; Notes: Saba Capital Management, L.P. became the funds 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
Sabas Broken Promises SABA Saba Capital Income & Opportunities Fund II (formerly Templeton Global Income Fund) Sabas 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 Sabas management discount to NAV is an attractive one. While the Funds 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 Funds outstanding One option the Board should consider is to pursue a strategic shares (other than Sabas 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 firmsISS, Glass Lewis, and Guggenheim Enhanced Equity Income Fund (trading at an 11% Egan-Jonesrecommended that shareholders vote with the discount) merged with the Guggenheim Strategic Opportunities Fund Funds 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 Sabas interests really aligned with those of all shareholders? Sabas actions at BRW Sabas 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 Sabas 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 Sabas 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 MayPresent 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
Sabas nominees are unqualified and conflicted
Sabas recent campaigns have raised some questions at ISS ISS on Sabas unqualified nominees . . . Saba is unable to find enough competent nominees to warrant ISSs 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 Sabas 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 noteall in the family: Sabas governance-themed campaigns at Blackrock funds (July 10, 2023); 2 ISS research noteall in the family: Sabas governance-themed campaigns at Blackrock funds (July 10, 2023); 3 ISS research noteall in the family: Sabas 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)
Sabas 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 Sabas nominations, we asked to interview Sabas 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 Sabas 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 Sabas nominees raise many unanswered questions 48
How can Sabas 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 Boazs childhood Boazs 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 20102012. 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 benefits3 Relationship with Saba?No closed-end fund experience Donated to Boaz Weinsteins?No retail shareholder perspectives (Saba founder) wifes 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 Weinsteins wifes 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 20052022.2 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 Capitals $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 Bankincluding Locala specificallyregarding the boards approval of the Primary Experience: companys sale to Avago Technologies as well as M&A investment banking Deutsche Banks failure to disclose Localas work on Avagos 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 Weinsteins 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. Localas 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., 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 Funds 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. Hubbards experience as an adviser to the President of the United States adds a dimension of balance to each Funds 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. Hubbards 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. Hubbards 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. Hubbards 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 Kesters 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 Funds 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. Kesters 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. Kesters 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 Funds 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. Egans 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 BlackRocks largest global clients. Since joining the firm in 1993, he has led many of BlackRocks 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 BlackRocks Executive leadership International Business. Robert also played a leading role in BlackRocks 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 BlackRocks 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 Funds Board benefits from Lorenzo A. Floress many years of business, leadership and financial experience in his roles at various public and private companies. In particular, Mr. Floress 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. Floress 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 Funds Board benefits from Stayce D. Harriss 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. Harriss 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. Harriss 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 companys 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. Hollomans 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 Funds 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. Lynchs 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. Lynchs 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. Perlowskis 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. Perlowskis 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. Perlowskis 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. Steinmetzs many years of business and leadership experience as an executive, chairman and director of various companies in the financial industry. Mr. Steinmetzs 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. Steinmetzs 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. Steinmetzs 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
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