BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY
FUND
(THE “FUND”)
SERIES W-7
VARIABLE RATE DEMAND PREFERRED SHARES (“VRDP SHARES”)
CUSIP No. 09255G503*
Amendment to Notice of Special Rate Period
June 16, 2023
BlackRock MuniYield Pennsylvania Quality Fund
100 Bellevue Parkway
Wilmington, Delaware 19809
To: Addressees listed on Schedule 1 hereto
In accordance with the Fund’s Amended and Restated Certificate of Designation Establishing and Fixing the Rights and Preferences of VRDP Shares, dated June 17, 2019 (the “Certificate of Designation”), the Fund hereby notifies the Liquidity Provider, the Remarketing Agent and the Holders of the VRDP Shares of certain amendments to the Notice of Special Rate Period, dated June 17, 2022 (the “Notice of Special Rate Period”).
As of June 16, 2023, the definition of “Ratings Spread” in the Notice of Special Rate Period is hereby deleted in its entirety and replaced with the following:
“Ratings Spread” means, with respect to an SRP Calculation Period, the percentage per annum set forth below opposite the highest applicable credit rating assigned to the VRDP Shares, unless the lowest applicable rating is below A3/A-, in which case the Ratings Spread shall mean the percentage per annum set forth below opposite the lowest applicable credit rating assigned to the VRDP Shares by Moody’s, Fitch or any Other Rating Agency, in each case rating the VRDP Shares at the request of the Fund, on the SRP Calculation Date for such SRP Calculation Period:
|
Moody’s/Fitch |
Percentage |
|
Aa3/AA- to Aa1/AA+ |
0.87% |
|
A3/A- to A1/A+ |
1.60% |
|
Baa3/BBB- to Baa1/BBB+ |
2.35% |
|
Non-investment grade or Unrated |
3.35% |
* NOTE: Neither the Fund nor the Tender and Paying Agent shall be responsible for the selection or use of the CUSIP Numbers selected, nor is any representation made as to its correctness indicated in any notice or as printed on any VRDP Share certificate. It is included solely as a convenience to Holders of VRDP Shares.
* The applicable spread is determined by the higher of the two credit ratings assigned to the VRDP Shares by Moody’s and Fitch, unless the VRDP Shares are rated at or below A3/A-, in which case the applicable spread will be based on the lower of the two credit ratings assigned to the VRDP Shares by Moody’s and Fitch.
Capitalized terms used but not defined in this Amendment to Notice of Special Rate Period shall have the meanings given to such terms in the Certificate of Designation and the Notice of Special Rate Period.
[Signature Page Follows]
2
IN WITNESS WHEREOF, I have signed this Amendment to the Notice of Special Rate Period as of the date first written above.
BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND
By: /s/ Jonathan Diorio____________________
Name: Jonathan Diorio
Title: Vice President
[Signature Page – MPA Amendment to Notice of Special Rate Period]
Schedule 1
Recipients of this Notice of Special Rate Period
The Toronto-Dominion Bank, acting through its New York Branch
1 Vanderbilt Avenue
New York, New York 10017
Attention: Rick Fogliano, Head of Municipal Products
Telephone: (212) 827-7172
Fax: (212) 827-7173
Email: fundreporting@tdsecurities.com, muniops@tdsecurities.com, TDSFinance- NewYork@tdsecurities.com and td.tdusamunis@tdsecurities.com
TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, New York 10017
Attention: Rick Fogliano, Head of Municipal Products
Telephone: (212) 827-7172
Fax: (212) 827-7173
Email: fundreporting@tdsecurities.com, muniops@tdsecurities.com and TDSFinance- NewYork@tdsecurities.com and td.tdusamunis@tdsecurities.com
The Depository Trust Company
LensNotice@dtcc.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trustees/Directors of BlackRock MuniHoldings New Jersey Quality Fund, Inc., BlackRock MuniYield Michigan Quality Fund, Inc., BlackRock MuniYield New York Quality Fund, Inc., BlackRock MuniYield Pennsylvania Quality Fund, BlackRock MuniYield Quality Fund III, Inc., and BlackRock New York Municipal Income Trust:
In planning and performing our audits of the financial statements of BlackRock MuniHoldings New Jersey Quality Fund, Inc., BlackRock MuniYield Michigan Quality Fund, Inc., BlackRock MuniYield New York Quality Fund, Inc., BlackRock MuniYield Pennsylvania Quality Fund, BlackRock MuniYield Quality Fund III, Inc., and BlackRock New York Municipal Income Trust (the “Funds”) as of and for the year ended July 31, 2023, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Funds’ internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Funds’ internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Funds’ internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness, as defined above, as of July 31, 2023.
This report is intended solely for the information and use of management and the Board of Trustees/Directors of the Funds and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/Deloitte & Touche LLP
Boston, Massachusetts
September 22, 2023
BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND
AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF DESIGNATION DATED JUNE 17, 2019
ESTABLISHING AND FIXING
THE RIGHTS AND
PREFERENCES OF
VARIABLE RATE DEMAND PREFERRED SHARES
(THE “CERTIFICATE OF DESIGNATION”)
The undersigned secretary of BlackRock MuniYield Pennsylvania Quality Fund (the “Trust”), a business trust organized and existing under the laws of the Commonwealth of Massachusetts, hereby certifies as follows:
1. The Board of Trustees of the Trust has adopted resolutions to amend the Certificate of Designation as follows:
a. The definition of “Applicable Base Rate” in the Definitions section of the Certificate of Designation is hereby deleted and replaced in its entirety with the following as of January 20, 2023:
“Applicable Base Rate” means (i) with respect to a Rate Period of fewer than forty-nine (49) days, the greater of (a) the SIFMA Municipal Swap Index and (b) SOFR plus 0.10%, and (ii) with respect to a Rate Period of forty-nine (49) or more days, SOFR plus 0.10%. If the Applicable Rate in respect of any Rate Period would otherwise be less than zero percent (0%), the Applicable Base Rate for such Rate Period will be deemed to be zero percent (0%).
b. The definition of “LIBOR Dealer” is hereby deleted in the Definitions section of the Certificate of Designation as of January 20, 2023.
c. The definition of “LIBOR Rate” is hereby deleted in the Definitions section of the Certificate of Designation as of January 20, 2023.
d. The definition of “London Business Day” is hereby deleted in the Definitions section of the Certificate of Designation as of January 20, 2023.
e. The definition of “Reference Banks” is hereby deleted in the Definitions section of the Certificate of Designation as of January 20, 2023.
f. The definition of “Relevant Governmental Body” is hereby added in the Definitions section of the Certificate of Designation as of January 20, 2023:
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York.
g. The definition of “SOFR” is hereby added in the Definitions section of the Certificate of Designation as of January 20, 2023:
“SOFR” with respect to any Business Day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and, in each case, that has been selected or recommended by the Relevant Governmental Body.
h. The definition of “Substitute LIBOR Dealer” is hereby deleted in the Definitions section of the Certificate of Designation as of January 20, 2023.
2. Except as amended hereby, the Certificate of Designation remains in full force and effect.
3. An original copy of this amendment shall be lodged with the records of the Trust and filed with the Secretary of State of the Commonwealth of Massachusetts and in such other places as may be required under the laws of Massachusetts or as the Trustees deem appropriate.
[Signature Page Follows]
2
IN WITNESS WHEREOF, I have hereunto set my hand as of this 19th day of January, 2023.
BLACKROCK MUNIYIELD PENNSYLVANIA QUALITY FUND
By:
/s/ Jonathan Diorio
Name: Jonathan Diorio
Title: Vice President
ATTEST:
/s/ Janey Ahn
Name: Janey Ahn
Title: Secretary
[MPA Signature Page – Amendment to Certificate of Designation]