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| | Six Months Ended January 31, 2011 (Unaudited) | | Year Ended July 31, | | Period November 1, 2007 to July 31, 2008 | | | |
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| | | 2010 | | 2009 | | | 2007 | | 2006 | | 2005 | |
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Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | | | |
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Net asset value, beginning of period | | $ | 13.89 | | $ | 12.65 | | $ | 13.16 | | $ | 13.94 | | $ | 14.40 | | $ | 14.26 | | $ | 14.81 | |
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Net investment income1 | | | 0.45 | | | 0.90 | | | 0.87 | | | 0.66 | | | 0.84 | | | 0.92 | | | 0.94 | |
Net realized and unrealized gain (loss) | | | (1.38 | ) | | 1.08 | | | (0.61 | ) | | (0.77 | ) | | (0.38 | ) | | 0.23 | | | (0.50 | ) |
Dividends to Preferred Shareholders from net investment income | | | (0.02 | ) | | (0.04 | ) | | (0.13 | ) | | (0.19 | ) | | (0.27 | ) | | (0.24 | ) | | (0.13 | ) |
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Net increase (decrease) from investment operations | | | (0.95 | ) | | 1.94 | | | 0.13 | | | (0.30 | ) | | 0.19 | | | 0.91 | | | 0.31 | |
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Dividends to Common Shareholders from net investment income | | | (0.43 | ) | | (0.70 | ) | | (0.64 | ) | | (0.48 | ) | | (0.65 | ) | | (0.77 | ) | | (0.84 | ) |
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Capital charges with respect to issuance of Preferred Shares | | | — | | | — | | | — | | | — | | | — | | | (0.00 | )2 | | (0.02 | ) |
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Net asset value, end of period | | $ | 12.51 | | $ | 13.89 | | $ | 12.65 | | $ | 13.16 | | $ | 13.94 | | $ | 14.40 | | $ | 14.26 | |
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Market price, end of period | | $ | 11.96 | | $ | 13.57 | | $ | 11.36 | | $ | 11.80 | | $ | 12.80 | | $ | 14.10 | | $ | 13.17 | |
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Total Investment Return3 | | | | | | | | | | | | | | | | | | | | | | |
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Based on net asset value | | | (6.99 | )%4 | | 16.15 | % | | 2.29 | % | | (1.86 | )%4 | | 1.66 | % | | 6.71 | % | | 2.53 | % |
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Based on market price | | | (8.99 | )%4 | | 26.36 | % | | 2.44 | % | | (4.16 | )%4 | | (4.67 | )% | | 13.13 | % | | 6.24 | % |
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Ratios to Average Net Assets Applicable to Common Shareholders | | | | | | | | | | | | | | | | | | | | | | |
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Total expenses5 | | | 1.10 | %6 | | 1.11 | % | | 1.34 | % | | 1.48 | %6 | | 1.64 | % | | 1.56 | % | | 1.31 | % |
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Total expenses after fees waived5 | | | 1.09 | %6 | | 1.10 | % | | 1.32 | % | | 1.46 | %6 | | 1.63 | % | | 1.56 | % | | 1.31 | % |
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Total expenses after fees waived and excluding interest expense and fees5,7 | | | 0.98 | %6 | | 1.00 | % | | 1.06 | % | | 1.04 | %6 | | 1.04 | % | | 1.03 | % | | 0.96 | % |
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Net investment income5 | | | 6.50 | %6 | | 6.69 | % | | 7.11 | % | | 6.36 | %6 | | 5.96 | % | | 6.50 | % | | 6.37 | % |
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Dividends to Preferred Shareholders | | | 0.26 | %6 | | 0.27 | % | | 1.09 | % | | 1.82 | %6 | | 1.88 | % | | 1.68 | % | | 0.87 | % |
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Net investment income to Common Shareholders | | | 6.24 | %6 | | 6.42 | % | | 6.02 | % | | 4.54 | %6 | | 4.08 | % | | 4.82 | % | | 5.50 | % |
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Supplemental Data | | | | | | | | | | | | | | | | | | | | | | |
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Net assets applicable to Common Shareholders, end of period (000) | | $ | 493,514 | | $ | 547,812 | | $ | 499,093 | | $ | 518,912 | | $ | 549,910 | | $ | 567,954 | | $ | 562,474 | |
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Preferred Shares outstanding at $25,000 liquidation preference, end of period (000) | | $ | 247,700 | | $ | 247,700 | | $ | 247,700 | | $ | 259,475 | | $ | 304,000 | | $ | 304,000 | | $ | 304,000 | |
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Portfolio turnover | | | 8 | % | | 7 | % | | 22 | % | | 17 | % | | 25 | % | | 43 | % | | 35 | % |
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Asset coverage, per Preferred Share at $25,000 liquidation preference, end of period | | $ | 74,813 | | $ | 80,293 | | $ | 75,376 | | $ | 75,011 | | $ | 70,242 | | $ | 71,725 | | $ | 71,259 | |
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Notes to Financial Statements (Unaudited)
1. Organization and Significant Accounting Policies:
BlackRock MuniHoldings Quality Fund II, Inc. (“MUE”), formerly BlackRock MuniHoldings Insured Fund II, Inc., BlackRock MuniYield California Quality Fund, Inc. (“MCA”), formerly BlackRock MuniYield California Insured Fund, Inc., BlackRock MuniYield Quality Fund III, Inc. (“MYI”), formerly BlackRock MuniYield Insured Fund, Inc., BlackRock MuniYield Michigan Quality Fund II, Inc. (“MYM”), formerly BlackRock MuniYield Michigan Insured Fund II, Inc. and BlackRock MuniYield New York Quality Fund, Inc. (“MYN”), formerly BlackRock MuniYield New York Insured Fund, Inc. (collectively the “Funds” or individually as a “Fund”), are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as non-diversified, closed-end management investment companies. The Funds are organized as Maryland corporations. The Funds’ financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which may require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The Funds determine and make available for publication the net asset value of their Common Shares on a daily basis.
The following is a summary of significant accounting policies followed by the Funds:
Valuation: The Funds fair value their financial instruments at market value using independent dealers or pricing services under policies approved by each Fund’s Board of Directors (the “Board”). Municipal investments (including commitments to purchase such investments on a “when-issued” basis) are valued on the basis of prices provided by dealers or pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments and information with respect to various relationships between investments. Financial futures contracts traded on exchanges are valued at their last sale price. Short-term securities with remaining maturities of 60 days or less may be valued at amortized cost, which approximates fair value. Investments in open-end registered investment companies are valued at net asset value each business day.
In the event that application of these methods of valuation results in a price for an investment which is deemed not to be representative of the market value of such investment or is not available, the investment will be valued in accordance with a policy approved by the Board as reflecting fair value (“Fair Value Assets”). When determining the price for Fair Value Assets, the investment advisor and/or the sub-advisor seeks to determine the price that each Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the investment advisor and/or sub-advisor deems relevant. The pricing of all Fair Value Assets is subsequently reported to the Board or a committee thereof.
Forward Commitments and When-Issued Delayed Delivery Securities: The Funds may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis. Settlement of such transactions normally occurs within a month or more after the purchase or sale commitment is made. The Funds may purchase securities under such conditions with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, the Funds may be required to pay more at settlement than the security is worth. In addition, the Funds are not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, the Funds assume the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default by the counterparty, the Funds’ maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions, which is shown on the Schedules of Investments, if any.
Zero-Coupon Bonds: The Funds may invest in zero-coupon bonds, which are normally issued at a significant discount from face value and do not provide for periodic interest payments. Zero-coupon bonds may experience greater volatility in market value than similar maturity debt obligations which provide for regular interest payments.
Municipal Bonds Transferred to Tender Option Bond Trusts: The Funds leverage their assets through the use of TOBs. A TOB is established by a third party sponsor forming a special purpose entity, into which one or more funds, or an agent on behalf of the funds, transfers municipal bonds. Other funds managed by the investment advisor may also contribute municipal bonds to a TOB into which a Fund has contributed bonds. A TOB typically issues two classes of beneficial interests: short-term floating rate certificates, which are sold to third party investors, and residual certificates (“TOB Residuals”), which are generally issued to the participating funds that made the transfer. The TOB Residuals held by a Fund include the right of a Fund (1) to cause the holders of a proportional share of the short-term floating rate certificates to tender their certificates at par, including during instances of a rise in short-term interest rates, and (2) to transfer, within seven days, a corresponding share of the municipal bonds from the TOB to a Fund. The TOB may also be terminated without the consent of a Fund upon the occurrence of certain events as defined in the TOB agreements. Such termination events may include the bankruptcy or default of the municipal bond, a substantial downgrade in credit quality of the municipal bond, the inability of the TOB to obtain quarterly or annual renewal of the liquidity support agreement, a substantial decline in market value of the municipal bond or the inability to remarket the short-term floating rate certificates to third party investors. During the six months ended January 31, 2011, no TOBs that the Funds participated in were terminated without the consent of the Funds.
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46 | SEMI-ANNUAL REPORT | JANUARY 31, 2011 |
Notes to Financial Statements (continued)
The cash received by the TOB from the sale of the short-term floating rate certificates, less transaction expenses, is paid to a Fund, which typically invests the cash in additional municipal bonds. Each Fund’s transfer of the municipal bonds to a TOB is accounted for as a secured borrowing, therefore the municipal bonds deposited into a TOB are presented in the Funds’ Schedules of Investments and the proceeds from the issuance of the short-term floating rate certificates are shown as trust certificates in the Statements of Assets and Liabilities.
Interest income, including amortization and accretion of premiums and discounts, from the underlying municipal bonds is recorded by the Funds on an accrual basis. Interest expense incurred on the secured borrowing and other expenses related to remarketing, administration and trustee services to a TOB are shown as interest expense and fees in the Statements of Operations. The short-term floating rate certificates have interest rates that generally reset weekly and their holders have the option to tender certificates to the TOB for redemption at par at each reset date. At January 31, 2011, the aggregate value of the underlying municipal bonds transferred to TOBs, the related liability for trust certificates and the range of interest rates on the liability for trust certificates were as follows:
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| | Underlying Municipal Bonds Transferred to TOBs | | Liability for Trust Certificates | | Range of Interest Rates | |
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MUE | | $ | 114,714,316 | | $ | 62,382,934 | | | 0.29% – 0.44 | % |
MCA | | $ | 339,580,206 | | $ | 183,202,421 | | | 0.29% – 0.44 | % |
MYI | | $ | 358,305,999 | | $ | 195,573,344 | | | 0.27% – 0.44 | % |
MYM | | $ | 16,511,712 | | $ | 9,030,000 | | | 0.27% – 0.46 | % |
MYN | | $ | 145,324,592 | | $ | 78,614,804 | | | 0.29% – 0.39 | % |
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For the six months ended ended January 31, 2011, the Funds’ average trust certificates outstanding and the daily weighted average interest rates, including fees, were as follows:
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| | Average Trust Certificates Outstanding | | Daily Weighted Average Interest Rate | |
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MUE | | $ | 62,443,918 | | | 0.76 | % |
MCA | | $ | 182,279,416 | | | 0.80 | % |
MYI | | $ | 195,648,740 | | | 0.75 | % |
MYM | | $ | 9,030,000 | | | 0.70 | % |
MYN | | $ | 78,614,804 | | | 0.77 | % |
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Should short-term interest rates rise, the Funds’ investments in TOBs may adversely affect the Funds’ net investment income and dividends to Common Shareholders. Also, fluctuations in the market values of municipal bonds deposited into the TOB may adversely affect the Funds’ net asset values per share.
Segregation and Collateralization: In cases in which the 1940 Act and the interpretive positions of the Securities and Exchange Commission (“SEC”) require that the Funds either deliver collateral or segregate assets in connection with certain investments (e.g., financial futures contracts), the Funds will, consistent with SEC rules and/or certain interpretive letters issued by the SEC, segregate collateral or designate on their books and records cash or other liquid securities having a market value at least equal to the amount that would otherwise be required to be physically segregated. Furthermore, based on requirements and agreements with certain exchanges and third party broker-dealers, each party has requirements to deliver/deposit securities as collateral for certain investments.
Investment Transactions and Investment Income: For financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on investment transactions are determined on the identified cost basis. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized on the accrual basis.
Dividends and Distributions: Dividends from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend date. The amount and timing of dividends and distributions are determined in accordance with federal income tax regulations, which may differ from US GAAP. Dividends and distributions to Preferred Shareholders are accrued and determined as described in Note 7.
Income Taxes: It is each Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.
Each Fund files US federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Funds’ US federal tax returns remains open for each of the four periods ended July 31, 2010, 2009, 2008 and October 31, 2007 (September 30, 2007 for MUE). The statutes of limitations on the Funds’ state and local tax returns may remain open for an additional year depending upon the jurisdiction. Management does not believe there are any uncertain tax positions that require recognition of a tax liability.
Deferred Compensation and BlackRock Closed-End Share Equivalent Investment Plan: Under the deferred compensation plan approved by each Fund’s Board, non-interested Directors (“Independent Directors”) may defer a portion of their annual complex-wide compensation. Deferred amounts earn an approximate return as though equivalent dollar amounts had been invested in common shares of certain other BlackRock Closed-End Funds selected by the Independent Directors. This has approximately the same economic effect for the Independent Directors as if the Independent Directors had invested the deferred amounts directly in certain other BlackRock Closed-End Funds.
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SEMI-ANNUAL REPORT | JANUARY 31, 2011 | 47 |
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Notes to Financial Statements (continued) |
The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of each Fund. Each Fund may, however, elect to invest in common shares of certain other BlackRock Closed-End Funds selected by the Independent Directors in order to match its deferred compensation obligations. Investments to cover each Fund’s deferred compensation liability, if any, are included in other assets in the Statements of Assets and Liabilities. Dividends and distributions from the BlackRock Closed-End Fund investments under the plan are included in income — affiliated in the Statements of Operations.
Other: Expenses directly related to a Fund are charged to that Fund. Other operating expenses shared by several funds are pro rated among those funds on the basis of relative net assets or other appropriate methods. The Funds have an arrangement with the custodian whereby fees may be reduced by credits earned on uninvested cash balances, which if applicable are shown as fees paid indirectly in the Statements of Operations. The custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody charges.
2. Derivative Financial Instruments:
The Funds engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Funds and to economically hedge, or protect, their exposure to certain risks such as interest rate risk. These contracts may be transacted on an exchange.
Losses may arise if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument or if the counterparty does not perform under the contract. Counterparty risk related to exchange-traded financial futures contracts is deemed to be minimal due to the protection against defaults provided by the exchange on which these contracts trade.
Financial Futures Contracts: The Funds purchase or sell financial futures contracts and options on financial futures contracts to gain exposure to, or economically hedge against, changes in interest rates (interest rate risk). Financial futures contracts are agreements between the Funds and the counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and at a specified date. Depending on the terms of the particular contract, futures contracts are settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on settlement date. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as margin variation and are recorded by the Funds as unrealized gains or losses. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of financial futures transactions involves the risk of an imperfect correlation in the movements in the price of financial futures contracts, interest rates and the underlying assets.
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The Effect of Derivative Instruments in the Statement of Operations Six Months Ended January 31, 2011 | |
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Interest rate contracts: | | | | | | | | | | |
Financial futures contracts | | $ | (117,641 | ) | $ | (521,071 | ) | $ | (213,576 | ) |
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| | Net Change in Unrealized Appreciation/Depreciation on | |
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| | MCA | | MYI | | MYN | |
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Interest rate contracts: | | | | | | | | | | |
Financial futures contracts | | $ | 89,999 | | $ | 399,313 | | $ | 141,179 | |
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For the six months ended January 31, 2011, the average quarterly bal-ances of outstanding derivative financial instruments were as follows:
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| | MCA | | MYI | | MYN | |
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Financial futures contracts: | | | | | | | | | | |
Average number of contracts sold | | | 21 | | | 93 | | | 55 | |
Average notional value of contracts sold | | $ | 2,613,804 | | $ | 11,513,184 | | $ | 6,845,677 | |
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3. Investment Advisory Agreement and Other Transactions with Affiliates:
The PNC Financial Services Group, Inc. (“PNC”), Bank of America Corporation (“BAC”) and Barclays Bank PLC (“Barclays”) are the largest stockholders of BlackRock, Inc. (“BlackRock”). Due to the ownership structure, PNC is an affiliate of the Funds for 1940 Act purposes, but BAC and Barclays are not.
Each Fund entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (the “Manager”), the Funds’ investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory and administration services. The Manager is responsible for the management of each Fund’s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of each Fund. For such services, each Fund pays the Manager a monthly fee at the following annual rates of each Fund’s average daily net assets as follows:
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MUE | | | 0.55 | % |
MCA | | | 0.50 | % |
MYI | | | 0.50 | % |
MYM | | | 0.50 | % |
MYN | | | 0.50 | % |
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Average daily net assets are the average daily value of each Fund’s total assets minus the sum of its accrued liabilities.
The Manager voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds, however
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48 | SEMI-ANNUAL REPORT | JANUARY 31, 2011 |
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Notes to Financial Statements (continued) |
the Manager does not waive its investment advisory fees by the amount of investment advisory fees paid through each Fund’s investment in other affiliated investment companies, if any. These amounts are included in fees waived by advisor in the Statements of Operations. For the six months ended ended January 31, 2011, the amounts waived were as follows:
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MUE | | $ | 7,257 | |
MCA | | $ | 17,503 | |
MYI | | $ | 3,297 | |
MYM | | $ | 8,695 | |
MYN | | $ | 15,881 | |
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The Manager, for MUE, voluntarily agreed to waive its investment advisory fee on the proceeds of the Preferred Shares and TOBs that exceed 35% of net assets applicable to Common Shareholders. This amount is included in fees waived by advisor in the Statements of Operations. For the six months ended January 31, 2011 the waiver was $88,088.
The Manager entered into a sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), an affiliate of the Manager. The Manager pays BIM for services it provides, a monthly fee that is a percentage of the investment advisory fees paid by each Fund to the Manager.
For the period August 1, 2010 through December 31, 2010, the Funds reimbursed the Manager for certain accounting services, which are included in accounting services in the Statements of Operations. The reimbursements were as follows:
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MUE | | $ | 1,901 | |
MCA | | $ | 3,167 | |
MYI | | $ | 12,542 | |
MYM | | $ | 1,052 | |
MYN | | $ | 3,545 | |
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Effective January 1, 2011, the Funds no longer reimburse the Manager for accounting services.
Certain officers and/or directors of the Funds are officers and/or directors of BlackRock or its affiliates. The Funds reimburse the Manager for compensation paid to the Funds’ Chief Compliance Officer.
4. Investments:
Purchases and sales of investments, excluding short-term securities, for the six months ended ended January 31, 2011, were as follows:
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| | Purchases | | Sales | |
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MUE | | $ | 50,995,790 | | $ | 32,418,495 | |
MCA | | $ | 128,961,924 | | $ | 83,124,194 | |
MYI | | $ | 46,914,736 | | $ | 45,340,245 | |
MYM | | $ | 22,650,567 | | $ | 26,415,904 | |
MYN | | $ | 73,299,523 | | $ | 69,705,630 | |
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5. Capital Loss Carryforwards:
As of July 31, 2010, the Funds had capital loss carryforwards available to offset future realized capital gains through the indicated expiration dates:
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Expires July 31, | | MUE | | MCA | | MYI | | MYM | | MYN | |
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2011 | | | — | | $ | 4,417,434 | | | — | | | — | | | — | |
2012 | | $ | 306,103 | | | 2,675,948 | | | — | | $ | 1,288,851 | | $ | 16,583,200 | |
2014 | | | — | | | — | | $ | 1,489,118 | | | — | | | 3,107,506 | |
2015 | | | — | | | 1,362,395 | | | 5,979,955 | | | — | | | — | |
2016 | | | — | | | — | | | 25,066,903 | | | 823,067 | | | 2,330,288 | |
2017 | | | 8,936,425 | | | 2,753,866 | | | 21,251,301 | | | 253,932 | | | 2,295,738 | |
2018 | | | 6,013,130 | | | 5,944,218 | | | 26,460,028 | | | — | | | 3,370,191 | |
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Total | | $ | 15,255,658 | | $ | 17,153,861 | | $ | 80,247,305 | | $ | 2,365,850 | | $ | 27,686,923 | |
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Under the recently enacted Regulated Investment Company Modernization Act of 2010, capital losses incurred by the Funds after July 31, 2011 will not be subject to expiration. In addition, these losses must be utilized prior to the losses incurred in pre-enactment taxable years.
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SEMI-ANNUAL REPORT | JANUARY 31, 2011 | 49 |
Notes to Financial Statements (continued)
6. Concentration, Market and Credit Risk:
MCA, MYM and MYN invest a substantial amount of their assets in issuers located in a single state or limited number of states. Please see the Schedules of Investments for concentrations in specific states.
Many municipalities insure repayment of their bonds, which may reduce the potential for loss due to credit risk. The market value of these bonds may fluctuate for other reasons, including market perception of the value of such insurance, and there is no guarantee that the insurer will meet its obligation.
In the normal course of business, the Funds invest in securities and enter into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its obligations (issuer credit risk). The value of securities held by the Funds may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Funds; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to issuer credit risk, the Funds may be exposed to counterparty credit risk, or the risk that an entity with which the Funds have unsettled or open transactions may fail to or be unable to perform on its commitments. The Funds manage counterparty credit risk by entering into transactions only with counterparties that they believe have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Funds to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their value recorded in the Funds’ Statements of Assets and Liabilities, less any collateral held by the Funds.
As of January 31, 2011, MUE invested a significant portion of its assets in the County/City/Special District/School District, Transportation and Utilities sectors. MCA invested a significant portion of its assets in securities in the County/City/Special District/School District and Utilities sectors. MYI and MYN invested a significant portion of their assets in the Transportation and County/City/Special District/School District sectors. MYM invested a significant portion of its assets in the County/City/Special District/ School District sector. Changes in economic conditions affecting the County/City/Special District/School District, Transportation and Utilities sectors would have a greater impact on the Funds and could affect the value, income and/or liquidity of positions in such securities.
7. Capital Share Transactions:
Each Fund is authorized to issue 200 million shares, including Preferred Shares, par value $0.10 for MUE, MCA, MYI and MYM and par value $0.05 for MYM and MYN, all of which were initially classified as Common Shares. The par value for each Fund’s Common Shares is $0.10. Each Fund’s Board is authorized, however, to reclassify any unissued shares of Common Shares without approval of Common Shareholders.
Common Shares
For the six months ended January 31, 2011 and the year ended July 31, 2010, shares issued and outstanding increased by the following amounts as a result of dividend reinvestment:
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| | Six Months Ended January 31, 2011 | | Year Ended July 31, 2010 | |
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MUE | | | 35,579 | | | 26,556 | |
MYI | | | 147,014 | | | 37,906 | |
MYN | | | 7,531 | | | — | |
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Shares issued and outstanding remained constant for MCA and MYM for the six months ended January 31, 2011 and the year ended July 31, 2010.
Preferred Shares
The Preferred Shares are redeemable at the option of each Fund, in whole or in part, on any dividend payment date at their liquidation preference per share plus any accumulated and unpaid dividends whether or not declared. The Preferred Shares are also subject to mandatory redemption at their liquidation preference plus any accumulated and unpaid dividends, whether or not declared, if certain requirements relating to the composition of the assets and liabilities of a Fund, as set forth in each Fund’s Articles of Supplementary (the “Governing Instrument”) are not satisfied.
From time to time in the future, each Fund may effect repurchases of its Preferred Shares at prices below their liquidation preference as agreed upon by the Fund and seller. Each Fund also may redeem its Preferred Shares from time to time as provided in the applicable Governing Instrument. Each Fund intends to effect such redemptions and/or repurchases to the extent necessary to maintain applicable asset coverage requirements or for such other reasons as the Board may determine.
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50 | SEMI-ANNUAL REPORT | JANUARY 31, 2011 |
Notes to Financial Statements (continued)
The holders of Preferred Shares have voting rights equal to the holders of Common Shares (one vote per share) and will vote together with holders of Common Shares (one vote per share) as a single class. However, the holders of Preferred Shares, voting as a separate class, are also entitled to elect two Directors for each Fund. In addition, the 1940 Act requires that along with approval by shareholders that might otherwise be required, the approval of the holders of a majority of any outstanding Preferred Shares, voting separately as a class would be required to (a) adopt any plan of reorganization that would adversely affect the Preferred Shares, (b) change a Fund’s sub-classification as a closed-end investment company or change its fundamental investment restrictions or (c) change its business so as to cease to be an investment company.
The Funds had the following series of Preferred Shares outstanding, effective yields and reset frequency as of January 31, 2011:
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| | Series | | Preferred Shares | | Effective Yield | | Reset Frequency Days | |
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MUE | | A | | | 1,345 | 1 | | 0.44 | % | | 7 | | |
| | B | | | 1,345 | 1 | | 0.44 | % | | 7 | | |
| | C | | | 2,550 | 1 | | 0.44 | % | | 7 | | |
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MCA | | A | | | 1,090 | 1 | | 0.37 | % | | 28 | | |
| | B | | | 1,090 | 1 | | 0.44 | % | | 7 | | |
| | C | | | 969 | 1 | | 0.44 | % | | 7 | | |
| | D | | | 1,211 | 1 | | 0.41 | % | | 28 | | |
| | E | | | 1,211 | 1 | | 0.44 | % | | 7 | | |
| | F | | | 1,090 | 2 | | 1.50 | % | | 7 | | |
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MYI | | A | | | 1,376 | 1 | | 0.38 | % | | 28 | | |
| | B | | | 1,376 | 1 | | 0.37 | % | | 28 | | |
| | C | | | 1,376 | 1 | | 0.41 | % | | 28 | | |
| | D | | | 1,376 | 1 | | 0.44 | % | | 28 | | |
| | E | | | 2,502 | 1 | | 0.44 | % | | 7 | | |
| | F | | | 1,501 | 1 | | 0.37 | % | | 28 | | |
| | G | | | 1,501 | 1 | | 0.41 | % | | 7 | | |
| | H | | | 1,625 | 2 | | 1.50 | % | | 7 | | |
| | I | | | 1,625 | 2 | | 1.50 | % | | 7 | | |
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MYM | | A | | | 1,941 | 1 | | 0.41 | % | | 7 | | |
| | B | | | 1,200 | 1 | | 0.44 | % | | 7 | | |
| | C | | | 353 | 2 | | 1.50 | % | | 7 | | |
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MYN | | A | | | 1,385 | 1 | | 0.50 | % | | 28 | | |
| | B | | | 1,385 | 1 | | 0.41 | % | | 7 | | |
| | C | | | 2,282 | 1 | | 0.44 | % | | 7 | | |
| | D | | | 1,597 | 1 | | 0.44 | % | | 7 | | |
| | E | | | 1,793 | 1 | | 0.44 | % | | 28 | | |
| | F | | | 1,466 | 2 | | 1.50 | % | | 7 | | |
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1 | The maximum applicable rate on this series of Preferred Shares is the higher of 110% of the AA commercial paper rate or 110% of 90% of the Kenny S&P 30-day High Grade Index rate divided by 1.00 minus the marginal tax rate. |
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2 | The maximum applicable rate on this series of Preferred Shares is the higher of 110% plus or times (i) the Telerate/BAA LIBOR or (ii) 90% of Kenny S&P 30-day High Grade Index rate divided by 1.00 minus the marginal tax rate. |
Dividends on seven-day and 28-day Preferred Shares are cumulative at a rate which is reset every seven or 28 days, respectively, based on the results of an auction. If the Preferred Shares fail to clear the auction on an
auction date, each Fund is required to pay the maximum applicable rate on the Preferred Shares to holders of such shares for successive dividend periods until such time as the shares are successfully auctioned. The maximum applicable rate on all series of Preferred Shares is footnoted as applicable on the above chart. The low, high and average dividend rates on the Preferred Shares for each Fund for the six months ended ended January 31, 2011 were as follows:
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| | Series | | Low | | High | | Average | |
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MUE | | A | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | B | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | C | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
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MCA | | A | | | 0.37 | % | | 0.46 | % | | 0.43 | % | |
| | B | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | C | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | D | | | 0.37 | % | | 0.50 | % | | 0.43 | % | |
| | E | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | F | | | 1.43 | % | | 1.56 | % | | 1.49 | % | |
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MYI | | A | | | 0.38 | % | | 0.46 | % | | 0.42 | % | |
| | B | | | 0.37 | % | | 0.46 | % | | 0.43 | % | |
| | C | | | 0.38 | % | | 0.50 | % | | 0.42 | % | |
| | D | | | 0.38 | % | | 0.50 | % | | 0.41 | % | |
| | E | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | F | | | 0.35 | % | | 0.47 | % | | 0.43 | % | |
| | G | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | H | | | 1.43 | % | | 1.56 | % | | 1.48 | % | |
| | I | | | 1.43 | % | | 1.56 | % | | 1.48 | % | |
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MYM | | A | | | 0.37 | % | | 0.50 | % | | 0.43 | % | |
| | B | | | 0.37 | % | | 0.50 | % | | 0.43 | % | |
| | C | | | 1.43 | % | | 1.56 | % | | 1.49 | % | |
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MYN | | A | | | 0.38 | % | | 0.50 | % | | 0.42 | % | |
| | B | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | C | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | D | | | 0.37 | % | | 0.50 | % | | 0.42 | % | |
| | E | | | 0.38 | % | | 0.50 | % | | 0.41 | % | |
| | F | | | 1.43 | % | | 1.56 | % | | 1.48 | % | |
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Since February 13, 2008, the Preferred Shares of the Funds failed to clear any of their auctions. As a result, the Preferred Shares dividend rates were reset to the maximum applicable rate, which ranged from 0.35% to 1.56% for the six months ended ended January 31, 2011. A failed auction is not an event of default for the Funds but it has a negative impact on the liquidity of Preferred Shares. A failed auction occurs when there are more sellers of a Fund’s auction rate Preferred Shares than buyers. A successful auction for the Funds’ Preferred Shares may not occur for some time, if ever, and even if liquidity does resume, Preferred Shareholders may not have the ability to sell the Preferred Shares at their liquidation preference.
The Funds may not declare dividends or make other distributions on Common Shares or purchase any such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding Preferred Shares is less than 200%.
The Funds pay commissions of 0.25% on the aggregate principal amount of all shares that successfully clear their auctions and 0.15% on the
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SEMI-ANNUAL REPORT | JANUARY 31, 2011 | 51 |
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Notes to Financial Statements (concluded) |
aggregate principal amount of all shares that fail to clear their auctions. Certain broker dealers have individually agreed to reduce commissions for failed auctions.
Preferred Shares issued and outstanding remained constant for the six months ended ended January 31, 2011 for MUE, MCA, MYI, MYM, and MYN.
Preferred Shares issued and outstanding remained constant for the year ended July 31, 2010 for MUE, MCA, MYM and MYN. Preferred Shares issued and outstanding decreased by 87 shares for MYI for the year ended July 31, 2010.
During the period, MYI, MYM and MYN entered into a Fee Agreement (the “Agreement”) with a financial institution in relation to the potential refinancing of Preferred Shares. Pursuant to the terms of the Agreement, effective February 1, 2011 MYI, MYM and MYN will pay a liquidity fee, through the earlier of the date of the potential refinancing or July 1, 2011, at an annual rate of 0.50% of the potential refinancing amounts.
8. Restatement Information:
During the year ended September 30, 2006 for MUE and October 31, 2006 for MYI, the Funds determined that the criteria for sale accounting in ASC 860 (formerly FAS 140) had not been met for certain transfers of municipal bonds related to investments in TOB Residuals, and that these transfers should have been accounted for as secured borrowings rather than as sales. As a result, certain financial highlights for the period ended September 30, 2005 with respect to MUE, and for the period ended October 31, 2005 with respect to MYI, have been restated to give effect to recording the transfers of the municipal bonds as secured borrowings, including recording interest on the bonds as interest income and interest on the secured borrowings as interest expense.
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Financial Highlights for MUE For the Year Ended September 30, 2005 | | | |
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| | 2005 | |
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| | Previously Reported | | Restated | |
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Total expenses, net of waiver1 | | | 1.15 | % | | 1.32 | % |
Total expenses1 | | | 1.21 | % | | 1.38 | % |
Portfolio turnover | | | 58.19 | % | | 46 | % |
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Financial Highlights for MYI For the Year Ended October 31, 2005 and 2004 | | | |
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| | 2005 | |
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| | Previously Reported | | Restated | |
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Total expenses, net of waiver1 | | | 1.01 | % | | 1.60 | % |
Total expenses1 | | | 1.01 | % | | 1.60 | % |
Portfolio turnover | | | 123.85 | % | | 105 | % |
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1 | Do not reflect the effect of dividends to Preferred Shareholders. |
9. Subsequent Events:
Management’s evaluation of the impact of all subsequent events on the Funds’ financial statements was completed through the date the financial statements were issued and the following items were noted:
The Funds paid a net investment income dividend in the following amounts per share on March 1, 2011 to Common Shareholders of record on February 15, 2011:
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| | Common Dividend Per Share | |
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MUE | | $ | 0.0735 | |
MCA | | $ | 0.0735 | |
MYI | | $ | 0.0720 | |
MYM | | $ | 0.0715 | |
MYN | | $ | 0.0710 | |
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The dividends declared on Preferred Shares for the period February 1, 2011 to February 28, 2011 were as follows:
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| | Series | | Dividends Declared | |
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MUE | | A | | $ | 10,631 | |
| | B | | $ | 10,658 | |
| | C | | $ | 20,309 | |
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MCA | | A | | $ | 8,156 | |
| | B | | $ | 8,707 | |
| | C | | $ | 7,717 | |
| | D | | $ | 9,680 | |
| | E | | $ | 9,572 | |
| | F | | $ | 30,851 | |
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MYI | | A | | $ | 10,426 | |
| | B | | $ | 10,465 | |
| | C | | $ | 11,013 | |
| | D | | $ | 11,522 | |
| | E | | $ | 19,825 | |
| | F | | $ | 11,185 | |
| | G | | $ | 12,056 | |
| | H | | $ | 45,963 | |
| | I | | $ | 46,103 | |
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MYM | | A | | $ | 15,590 | |
| | B | | $ | 9,557 | |
| | C | | $ | 9,991 | |
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MYN | | A | | $ | 11,745 | |
| | B | | $ | 11,124 | |
| | C | | $ | 18,230 | |
| | D | | $ | 12,719 | |
| | E | | $ | 15,014 | |
| | F | | $ | 41,466 | |
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52 | SEMI-ANNUAL REPORT | JANUARY 31, 2011 |
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Officers and Directors |
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Richard E. Cavanagh, Chairman of the Board and Director |
Karen P. Robards, Vice Chair of the Board, |
Chair of the Audit Committee and Director |
Richard S. Davis, Director |
Frank J. Fabozzi, Director and Member of the Audit Committee |
Kathleen F. Feldstein, Director |
James T. Flynn, Director and Member of the Audit Committee |
Henry Gabbay, Director |
Jerrold B. Harris, Director |
R. Glenn Hubbard, Director |
W. Carl Kester, Director and Member of the Audit Committee |
Anne Ackerley, Fund President and Chief Executive Officer |
Brendan Kyne, Vice President |
Brian Schmidt, Vice President |
Neal Andrews, Chief Financial Officer |
Jay Fife, Treasurer |
Brian Kindelan, Chief Compliance Officer of the Funds |
Ira Shapiro, Secretary |
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Investment Advisor |
BlackRock Advisors, LLC |
Wilmington, DE 19809 |
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Sub-Advisor |
BlackRock Investment Management, LLC |
Plainsboro, NJ 08536 |
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Custodians |
State Street Bank and Trust Company1 |
Boston, MA 02101 |
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The Bank of New York Mellon2 |
New York, NY 10286 |
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Transfer Agents |
Common Shares |
Computershare Trust Company, N.A.1 |
Providence, RI 02940 |
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BNY Mellon Shareowner Services2 |
Jersey City, NJ 07310 |
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Auction Agent |
Preferred Shares |
BNY Mellon Shareowner Services |
Jersey City, NJ 07310 |
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Accounting Agent |
State Street Bank and Trust Company |
Princeton, NJ 08540 |
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Independent Registered Public Accounting Firm |
Deloitte & Touche LLP |
Princeton, NJ 08540 |
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Legal Counsel |
Skadden, Arps, Slate, Meagher & Flom LLP |
New York, NY 10036 |
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Address of the Funds |
100 Bellevue Parkway |
Wilmington, DE 19809 |
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1 | For MUE, MCA and MYI. |
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2 | For MYM and MYN. |
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Effective February 11, 2011, John M. Perlowski became President and Chief Executive Officer of the Funds. |
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Effective November 10, 2010, Ira Shapiro became Secretary of the Funds. |
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SEMI-ANNUAL REPORT | JANUARY 31, 2011 | 53 |
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Additional Information |
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Proxy Results |
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The Annual Meeting of Shareholders was held on September 2, 2010 for shareholders of record on July 6, 2010, to elect director nominees for each Fund. Due to a lack of quorum of Preferred Shares, action on the proposal regarding the preferred shares nominees’ election for MUE, MYM and MYN was subsequently adjourned to October 5, 2010. There were no broker non-votes with regard to any of the Funds.
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| | Richard E. Cavanagh | | Richard S. Davis | | Frank J. Fabozzi | |
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| | Votes For | | Votes Withheld | | Abstain | | Votes For | | Votes Withheld | | Abstain | | Votes For | | Votes Withheld | | Abstain | |
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MUE | | | 17,876,661 | | | 631,091 | | 0 | | | 17,872,752 | | | 635,000 | | 0 | | | 1,462 | | | 9 | | | 710 | |
MCA | | | 27,268,079 | | | 1,821,271 | | 0 | | | 27,268,079 | | | 1,821,271 | | 0 | | | 3,974 | | | 101 | | | 0 | |
MYI | | | 59,381,855 | | | 2,672,685 | | 0 | | | 59,247,026 | | | 2,807,514 | | 0 | | | 4,306 | | | 786 | | | 0 | |
MYM | | | 10,800,657 | | | 253,086 | | 0 | | | 10,806,691 | | | 247,052 | | 0 | | | 961 | | | 15 | | | 288 | |
MYN | | | 32,073,635 | | | 2,297,091 | | 0 | | | 32,074,007 | | | 2,296,719 | | 0 | | | 2,532 | | | 301 | | | 509 | |
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| | Kathleen F. Feldstein | | James T. Flynn | | Henry Gabbay | |
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| | Votes For | | Votes Withheld | | Abstain | | Votes For | | Votes Withheld | | Abstain | | Votes For | | Votes Withheld | | Abstain | |
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MUE | | | 17,844,101 | | | 663,651 | | 0 | | | 17,861,412 | | | 646,340 | | 0 | | | 17,867,995 | | | 639,757 | | 0 | |
MCA | | | 27,045,998 | | | 2,043,352 | | 0 | | | 27,265,643 | | | 1,823,707 | | 0 | | | 27,349,165 | | | 1,740,185 | | 0 | |
MYI | | | 59,103,351 | | | 2,951,189 | | 0 | | | 59,204,556 | | | 2,849,984 | | 0 | | | 59,374,064 | | | 2,680,476 | | 0 | |
MYM | | | 10,736,572 | | | 317,171 | | 0 | | | 10,724,167 | | | 329,576 | | 0 | | | 10,747,864 | | | 305,879 | | 0 | |
MYN | | | 31,714,380 | | | 2,656,346 | | 0 | | | 32,002,653 | | | 2,368,073 | | 0 | | | 32,105,635 | | | 2,265,091 | | 0 | |
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| | Jerrold B. Harris | | R. Glenn Hubbard | | W. Carl Kester | |
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| | Votes For | | Votes Withheld | | Abstain | | Votes For | | Votes Withheld | | Abstain | | Votes For | | Votes Withheld | | Abstain | |
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MUE | | | 17,863,852 | | | 643,900 | | 0 | | | 17,855,484 | | | 652,268 | | 0 | | | 1,462 | | | 9 | | | 710 | |
MCA | | | 27,280,584 | | | 1,808,766 | | 0 | | | 27,342,659 | | | 1,746,691 | | 0 | | | 3,974 | | | 101 | | | 0 | |
MYI | | | 59,207,436 | | | 2,847,104 | | 0 | | | 59,150,617 | | | 2,903,923 | | 0 | | | 4,306 | | | 786 | | | 0 | |
MYM | | | 10,737,301 | | | 316,442 | | 0 | | | 10,798,370 | | | 255,373 | | 0 | | | 961 | | | 15 | | | 288 | |
MYN | | | 31,776,792 | | | 2,593,934 | | 0 | | | 31,707,681 | | | 2,663,045 | | 0 | | | 2,532 | | | 301 | | | 509 | |
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| | Karen P. Robards | | |
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| | Votes For | | Votes Withheld | | Abstain | | |
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MUE | | | 17,855,861 | | | 651,891 | | 0 | | |
MCA | | | 27,199,531 | | | 1,889,819 | | 0 | | |
MYI | | | 59,088,296 | | | 2,966,244 | | 0 | | |
MYM | | | 10,806,656 | | | 247,087 | | 0 | | |
MYN | | | 32,093,758 | | | 2,276,968 | | 0 | | |
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54 | SEMI-ANNUAL REPORT | JANUARY 31, 2011 |
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Additional Information (continued) |
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Dividend Policy |
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The Funds’ dividend policy is to distribute all or a portion of their net investment income to their shareholders on a monthly basis. In order to provide shareholders with a more stable level of dividend distributions, the Funds may at times pay out less than the entire amount of net investment income earned in any particular month and may at times in any particular month pay out such accumulated but undistributed income in addition to net investment income earned in that month. As a result, the dividends paid by the Funds for any particular month may be more or less than the amount of net investment income earned by the Funds during such month. The Funds’ current accumulated but undistributed net investment income, if any, is disclosed in the Statements of Assets and Liabilities, which comprises part of the financial information included in this report.
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SEMI-ANNUAL REPORT | JANUARY 31, 2011 | 55 |
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Additional Information (continued) |
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General Information |
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On June 10, 2010, the Manager announced that MUE, MCA, and MYI received demand letters from a law firm on behalf of MUE’s, MCA’s, and MYI’s common shareholders. The demand letter alleges that the Manager and MUE’s, MCA’s, and MYI’s officers and Board of Directors (the “Board”) breached their fiduciary duties by redeeming at par certain of MUE’s, MCA’s, and MYI’s Preferred Shares, and demanded that the Board take action to remedy those alleged breaches. In response to the demand letter, the Board established a Demand Review Committee (the “Committee”) of the Independent Directors to investigate the claims made in the demand letter with the assistance of independent counsel. Based upon its investigation, the Committee recommended that the Board reject the demand specified in the demand letter. After reviewing the findings of the Committee, the Board unanimously adopted the Committee’s recommendation and unanimously voted to reject the demand.
On August 11, 2010, the Manager announced that a shareholder derivative complaint was filed on August 3, 2010 in the Supreme Court of the State of New York, New York County with respect to MCA and MYI, which had previously received a demand letter from a law firm on behalf of each fund’s common shareholders. The complaint was filed against the Manager, BlackRock, Inc., MCA, MYI and certain of the directors, officers and portfolio managers (collectively, the “BlackRock Parties”) in connection with the redemption of auction-market preferred shares, auction rate preferred securities, auction preferred shares and auction rate securities (collectively, “AMPS”). The complaint alleges, among other things, that the BlackRock Parties breached their fiduciary duties to the common shareholders of MCA and MYI (the “Shareholders”) by redeeming AMPS at their liquidation preference and alleges that such redemptions caused losses to the Shareholders. The plaintiffs are seeking monetary damages for the alleged losses suffered and to enjoin MCA and MYI from future redemptions of AMPS at their liquidation preference. The BlackRock Parties believe that the claims asserted in the complaint are without merit and intend to vigorously defend themselves in the litigation.
Electronic Delivery
Electronic copies of most financial reports are available on the Funds’ website or shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual reports by enrolling in the Funds’ electronic delivery program.
Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages:
Please contact your financial advisor to enroll. Please note that not all investment advisors, banks or brokerages may offer this service.
Householding
The Funds will mail only one copy of shareholder documents, including annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call (800) 441-7762.
Availability of Quarterly Portfolio Schedule of Investments
Each Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. Each Fund’s Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.
Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling (800) 441-7762; (2) at http://www.blackrock.com; and (3) on the SEC’s website at http://www.sec.gov.
Availability of Proxy Voting Record
Information about how the Funds voted proxies relating to securities held in the Funds’ portfolios during the most recent 12-month period ended June 30 is available upon request and without charge (1) at http://www.blackrock.com or by calling (800) 441-7762 and (2) on the SEC’s website at http://www.sec.gov.
Availability of Fund Updates
BlackRock will update performance and certain other data for the Funds on a monthly basis on its website in the “Closed-end Funds” section of http://www.blackrock.com. Investors and others are advised to periodically check the website for updated performance information and the release of other material information about the Funds.
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56 | SEMI-ANNUAL REPORT | JANUARY 31, 2011 |
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Additional Information (continued) |
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Board Approvals |
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On September 1, 2010, the Board of each Fund approved changes to certain investment policies of the Funds.
Historically, under normal market conditions, each Fund has been required to invest at least 80% of its assets in municipal bonds either (i) insured under an insurance policy purchased by the Fund or (ii) insured under an insurance policy obtained by the issuer of the municipal bond or any other party. In September 2008, the Funds adopted an amended investment policy of purchasing only municipal bonds insured by insurance providers with claims-paying abilities rated investment grade at the time of investment (the “Insurance Investment Policy”).
Following the onset of the credit and liquidity crises, the claims-paying ability rating of most of the municipal bond insurance providers was lowered by the rating agencies. These downgrades called into question the long-term viability of the municipal bond insurance market, which had the potential to severely limit the ability of the Manager to manage the Funds under the Insurance Investment Policy.
As a result, on September 1, 2010, the Manager recommended, and the Boards approved, the removal of the Insurance Investment Policy. As a result of this investment policy change, the Funds are not required to dispose of assets currently held within the Funds. The Funds will maintain, and have no current intention to amend, their investment policy of, under normal market conditions, generally investing in municipal obligations rated investment grade at the time of investment.
As each Fund increases the amount of its assets that are invested in municipal obligations that are not insured, the Fund’s shareholders will be exposed to the risk of the failure of such securities’ issuers to pay interest and repay principal and will not have the benefit of protection provided under municipal bond insurance policies. As a result, shareholders will be more dependent on the analytical ability of the Manager to evaluate the credit quality of issuers of municipal obligations in which the Fund invests. The Boards believe that the amended investment policy is in the best interests of each Fund and its shareholders because it believes that the potential benefits from increased flexibility outweigh the potential increase in risk from the lack of insurance policies provided by weakened insurance providers. Of course, the new investment policy cannot assure that each Fund will achieve its investment objective.
As disclosed in each Fund’s prospectus, each Fund is required to provide shareholders 60 days notice of a change to the Insurance Investment Policy. Accordingly, a notice describing the changes discussed above was mailed to shareholders of record as of September 1, 2010. The new investment policy took effect on November 9, 2010. The Manager has been gradually repositioning each Fund’s portfolios over time, and during such period, each Fund may continue to hold a substantial portion of its assets in insured municipal bonds. At this time, the repositioning of each Fund’s portfolio is still taking place, and the Funds will continue to be subject to risks associated with investing a substantial portion of their assets in insured municipal bonds until the repositioning is complete. No action is required by shareholders of the Funds in connection with this change.
In connection with this change in non-fundamental policy, each of the Funds underwent a name change to reflect its new portfolio characteristics. Each Fund continues to trade on the New York Stock Exchange under its current ticker symbol.
The approved changes did not alter any Fund’s investment objective.
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SEMI-ANNUAL REPORT | JANUARY 31, 2011 | 57 |
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Additional Information (concluded) |
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BlackRock Privacy Principles |
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BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
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58 | SEMI-ANNUAL REPORT | JANUARY 31, 2011 |
This report is transmitted to shareholders only. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Funds have leveraged their Common Shares, which creates risks for Common Shareholders, including the likelihood of greater volatility of net asset value and market price of the Common Shares and the risk that fluctuations in the short-term dividend rates of the Preferred Shares, currently set at the maximum reset rate as a result of failed auctions, may reduce the Common Shares’ yield. Statements and other information herein are as dated and are subject to change.

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#MHMYINS5-1/11 | 
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Item 2 – | Code of Ethics – Not Applicable to this semi-annual report |
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Item 3 – | Audit Committee Financial Expert – Not Applicable to this semi-annual report |
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Item 4 – | Principal Accountant Fees and Services – Not Applicable to this semi-annual report |
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Item 5 – | Audit Committee of Listed Registrants – Not Applicable to this semi-annual report |
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Item 6 – | Investments |
| (a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form. |
| (b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing. |
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Item 7 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable to this semi-annual report |
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Item 8 – | Portfolio Managers of Closed-End Management Investment Companies – |
| (a) Not Applicable to this semi-annual report |
| (b) As of the date of this filing, there have been no changes to any of the portfolio managers identified in the most recent annual report on Form N-CSR |
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Item 9 – | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable |
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Item 10 – | Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures. |
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Item 11 – | Controls and Procedures |
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| (a) – The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended. |
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| (b) – There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
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Item 12 – | Exhibits attached hereto |
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| (a)(1) – Code of Ethics – Not Applicable to this semi-annual report |
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| (a)(2) – Certifications – Attached hereto |
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| (a)(3) – Not Applicable |
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| (b) – Certifications – Attached hereto |
| Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
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| BlackRock MuniYield New York Quality Fund, Inc. |
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| By: | /s/ John M. Perlowski | |
| | John M. Perlowski |
| | Chief Executive Officer (principal executive officer) of |
| | BlackRock MuniYield New York Quality Fund, Inc. |
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| Date: April 4, 2011 |
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| Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. |
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| By: | /s/ John M. Perlowski | |
| | John M. Perlowski |
| | Chief Executive Officer (principal executive officer) of |
| | BlackRock MuniYield New York Quality Fund, Inc. |
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| Date: April 4, 2011 |
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| By: | /s/ Neal J. Andrews | |
| | Neal J. Andrews |
| | Chief Financial Officer (principal financial officer) of |
| | BlackRock MuniYield New York Quality Fund, Inc. |
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| Date: April 4, 2011 |