UNITED
STATES OF AMERICA
BEFORE
THE
SECURITIES
AND EXCHANGE COMMISSION
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BLACKROCK
INTERNATIONAL GROWTH AND INCOME TRUST
BLACKROCK
GLOBAL EQUITY INCOME TRUST
BLACKROCK
PREFERRED AND EQUITY ADVANTAGE TRUST
BLACKROCK
REAL ASSET EQUITY TRUST
BLACKROCK
WORLD INVESTMENT TRUST
BLACKROCK
ENHANCED DIVIDEND ACHIEVERS
TM
TRUST
BLACKROCK
GLOBAL OPPORTUNITIES EQUITY TRUST
BLACKROCK
HEALTH SCIENCES TRUST
BLACKROCK
GLOBAL ENERGY AND RESOURCES TRUST
BLACKROCK
S&P QUALITY RANKINGS GLOBAL EQUITY MANAGED TRUST
BLACKROCK
STRATEGIC DIVIDEND ACHIEVERS
TM
TRUST
BLACKROCK
DIVIDEND ACHIEVERS
TM
TRUST
BLACKROCK
ECOSOLUTIONS INVESTMENT TRUST
BLACKROCK
ENHANCED GOVERNMENT FUND, INC.
BLACKROCK
ENHANCED CAPITAL AND INCOME FUND, INC.
AND
BLACKROCK ADVISORS, LLC
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AMENDMENT
NO. 5 AMENDING AND RESTATING THE APPLICATION FOR AN ORDER PURSUANT TO
SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940 (THE "ACT")
FOR EXEMPTION FROM SECTION 19(b) OF THE ACT AND RULE 19b-1
THEREUNDER
File
No. 812-13235-55
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Each
existing closed-end registered investment company in the BlackRock family of
closed-end funds listed on Appendix A hereto (collectively, the "BlackRock
Funds")
and
their investment advisor, BlackRock Advisors, LLC (the "Investment Advisor")
(the BlackRock Funds with the Investment Advisor, the "Applicants") hereby apply
for an order (the "Order") of the Securities and Exchange Commission (the
"Commission") pursuant to Section 6(c) of the Act providing the BlackRock Funds
and each future registered closed-end investment company that seeks to rely on
the Order advised by the Investment Advisor (including any successor
in
interest)
1
or by an
entity controlling, controlled by or under common control (within the meaning of
Section 2(a)(9) of the Act) with the Investment Advisor an exemption from the
provisions of Section 19(b) of the Act and Rule 19b-1 thereunder, as more fully
set forth below.
2
The
BlackRock Funds and such future investment companies are hereinafter
collectively referred to as the "Funds" and separately as a
"Fund". This application amends the application filed on September
22, 2008 by the BlackRock entities.
I.
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Description of
Applicants
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The
BlackRock Funds are, and each future Fund will be, a closed-end management
investment company registered under the Act. Each Fund is or will be
organized as a statutory trust in Delaware, a corporation in Maryland or a
business trust in Massachusetts. The fundamental structures of the
BlackRock Funds are similar in most respects; however, their investment
objectives, strategies and policies may differ. For example, certain
of the BlackRock Funds invest primarily in fixed-income investments whereas
other BlackRock Funds invest primarily in equities. The common shares
of each BlackRock Fund are traded on either the New York Stock Exchange or NYSE
Alternext US. BlackRock Preferred and Equity Advantage Trust
currently has preferred shares outstanding, and its preferred shares are not
traded on any exchange.
_________________
1
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A
successor in interest is limited to entities that result from a
reorganization into another jurisdiction or a change in the type of
business organization.
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2
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All
existing registered closed-end investment companies that currently intend
to be able to rely on the requested Order are named as Applicants and any
future closed-end investment company that may rely on the Order will
satisfy each of the representations in the application except that such
representations will be made in respect of actions by the board of
trustees or board of directors, as the case may be, of such future fund
and will be made at a future time.
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The
Investment Advisor, an investment advisor registered under the Investment
Advisers Act of 1940, serves as investment advisor to each BlackRock
Fund. Each BlackRock Fund and the Investment Advisor have entered
into an agreement pursuant to which the Investment Advisor provides investment
advisory and portfolio management services for each BlackRock
Fund. The Investment Advisor is a wholly owned subsidiary of
BlackRock, Inc. The BlackRock organization has over 20 years of
experience managing closed-end products and advises a closed-end family of 107
active funds with approximately $38.7 billion in assets as of September 30,
2008.
Section
19(b) of the Act provides that it shall be unlawful in contravention of such
rules, regulations, or orders as the Commission may prescribe as necessary or
appropriate in the public interest or for the protection of investors for any
registered investment company to distribute long-term capital gains, as defined
in the Internal Revenue Code of 1986 (the "Code"), more often than once every
twelve months. Rule 19b-1 under the Act provides that no registered
investment company which is a "regulated investment company" as defined in
Section 851 of the Code shall make more than (i) one "capital gain dividend", as
defined in Section 852(b)(3)(C) of the Code, in any one taxable year of the
company, (ii) one additional capital gain distribution made in whole or in part
to avoid payment of excise tax under Section 4982 of the Code plus (iii) one
supplemental "clean-up" capital gain dividend pursuant to Section 855 of the
Code, which amount may not exceed 10% of the total amount distributed for the
year.
The
Applicants believe that Rule 19b-1 should be interpreted to permit each Fund to
pay an unlimited number of distributions on its common and preferred shares so
long as it makes the designation necessary under the Code and Rule 19b-1 to
transform such distributions into "capital gains dividends" restricted by Rule
19b-1 only as often as is permitted by Rule 19b-1,
even
if the Code would then require retroactively spreading the capital gain
resulting from such designation over more than the permissible number of
distributions. However, in order to obtain certainty for the Funds'
proposed distribution policies, in the absence of such an interpretation
Applicants hereby request an Order pursuant to Section 6(c) of the Act (see
below) granting an exemption from Section 19(b) of the Act and Rule 19b-1
thereunder. The Order would permit each Fund to make periodic capital
gain dividends (as defined in Section 852(b)(3)(C) of the Code), as often as
monthly in any one taxable year in respect of its common shares and as often as
specified by or determined in accordance with the terms thereof in respect of
its preferred shares.
3
On
September 25, 2008, a periodic pay-out policy with respect to each Fund's common
shares (the "Plan") was adopted by the board of trustees or board of directors,
as the case may be, of that Fund (the "Trustees" or the "Boards") as described
in Section III of this Application. At such meeting, the Board of
each existing Fund intending to rely on the Order, including a
_________________
3
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The
preferred shares issued by certain of the Funds may provide that dividends
paid would be "grossed-up" in certain situations, for example to the
extent that such dividends are attributable to investment company taxable
income or net capital gain, so that the after-tax effect of such dividend
payment would be the same as if the dividend were paid exclusively from
tax-exempt income. The periodic dividend rate for any
particular series of such preferred shares may be either fixed by the
directors/trustees of the issuing Fund or established periodically in
auctions or remarketings or with reference to an objective
index. The main difference between auctions and remarketings is
the dividend determination mechanism. The auction process that
establishes the dividend rates for preferred shares involves one-sided
bidding, in which investors submit bids into auctions that are
administered by an auction agent. The remarketing process that
establishes the dividend rates for preferred shares is a two-sided
procedure involving discussions between the remarketing agent, existing
holders and potential buyers, which results in the establishment by the
remarketing agent of a dividend rate. Auctions and remarketings
are both designed to result in the lowest dividend rate that will enable
the preferred shares to trade in the auction or remarketing at its
original offering price, subject to a stipulated maximum and minimum
dividend rate scale. The dividend rate determined at the
auction or remarketing will apply to all shares subject to such auction or
remarketing during the same dividend
period.
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majority
of the members who are not "interested persons" of such Fund, as defined in
Section 2(a)(19) of the Act ("Independent Trustees"), found that adoption of the
Plan was in the best interests of the Fund's common shareholders. The
purpose of the Plan of each Fund is to permit such Fund to distribute over the
course of each year an amount closely approximating the total return of such
Fund during such year.
The
minimum annual distribution rate under a periodic pay-out policy with respect to
a Fund's common shares will be independent of the Fund's performance in any
particular period. Except for extraordinary distributions and except
for potential increases in the final period (final two periods in the case of
pay-out policies that pay more often than quarterly) in light of the Fund's
performance for the entire calendar year and to enable the Fund to comply with
the distribution requirements of Subchapter M of the Code for the calendar year,
each distribution on the common shares would be at the stated rate then in
effect, subject to the ability of a Board to change the distribution rate from
time to time if it determines that such change is in the best interests of the
respective Fund and its shareholders.
III.
Adoption of The
Plan
At
a meeting of the Board of each Fund held on September 25, 2008, each Board
considered the Plan and conditions set forth in a letter from the Commission
dated December 21, 2006 regarding Rule 19(b) Orders. Each Board,
including a majority of the Independent Trustees:
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A.
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Adopted
a Plan to make periodic level distributions (i) in respect of the Fund's
outstanding common shares, based upon a fixed amount per share, a fixed
percentage of market price or a fixed percentage of NAV. The
precise rate of payout under the Plan will be determined by the Board
after issuance of the Order and consideration of circumstances then
existing including, among other things, market conditions and the Fund's
discount or premium relative to NAV;
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B.
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Requested
and evaluated, and the Investment Advisor furnished, such information as
the Board believed was reasonably necessary for an informed determination
that the Plan should be adopted and implemented;
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C.
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Determined
that adoption and implementation of the Plan was consistent with the
Fund's investment objectives and policies and in the best interest of the
Fund and its shareholders after considering the information in Item B
above, including, without limitation: (a) the purpose(s) of the Plan as
stated above in Section II of this Application; (b) any potential or
actual conflicts of interest that the Investment Advisor, any affiliated
person of the Investment Advisor, or any other affiliated person of the
Funds may have relating to the adoption or implementation of the Plan; (c)
whether the rate of distribution under the Plan will exceed the Fund's
expected total return (in relation to NAV); and (d)
the
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reasonably
foreseeable material effects of the Plan on the Fund's long-term total
return (in relation to market price and NAV);
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D.
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Adopted
compliance policies and procedures in accordance with Rule 38a-1 under the
Act (the "19(a) Monitoring Procedures") that:
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1.
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Are
reasonably designed to ensure that all notices required to be sent to Fund
shareholders pursuant to Section 19(a) of the Act, Rule 19a-1 thereunder
and the conditions set forth in Paragraph V.B below (such notice is
defined in Paragraph IV.2 below and referred to herein as a "19(a)
Notice") include the disclosure required by Rule 19a-1 (more particularly
defined in Paragraph IV.2 below as the "19a-1 Disclosure"), and that all
other written communications by the Fund or its agents about the
distributions under the Plan include the 19a-1 Disclosure. The
19(a) Notice, 19a-1 Disclosures, and other disclosures required under
Paragraph IV.2 below are collectively referred herein as the "Required
Disclosures";
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2.
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Require
the Fund to keep records that demonstrate compliance with all of the
conditions of the Order and that are necessary for the Fund to form the
basis for, or demonstrate the calculation of, the amounts disclosed in its
19(a) Notices.
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E.
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Recorded
the information under Paragraphs A through D above and considered by the
Board and the basis for the Board's approval of the Plan in its meeting
minutes, which must be made and preserved for a period of not less than
six years from the date of such meeting, the first two years in an easily
accessible place, or for such longer period as may otherwise be required
by law.
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In
order to rely on the Order, a future Fund must satisfy each of the foregoing
representations except that such representations will be made in respect of
actions by the board of trustees or board of directors, as the case may be, of
such future Fund and will be made at a future time and except that the purpose
of its distribution policy may differ from the purpose of the BlackRock Funds'
Plans in that such distribution policy may be to distribute a fixed amount or a
fixed percentage of net asset value or net asset value per share without regard
to the level of income, appreciation or total return of such Fund over
particular series of dividend periods or with regard to only one or a
combination of such elements over such period of
time. Notwithstanding the foregoing, under any such distribution
policy such future Fund would expect that its distributions would correlate with
its total return over time.
IV.
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Justification for the
Requested Relief
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Section
6(c) of the Act provides that the Commission may exempt any person or
transaction from any provision of the Act or any rule under the Act to the
extent that such exemption is necessary or appropriate in the public interest
and consistent with the protection of investors and the purposes fairly intended
by the policy and provisions of the Act. For the reasons set forth
below, Applicants submit that the requested exemption from Section 19(b) of the
Act and Rule 19b-1 thereunder would be consistent with the standards set forth
in Section 6(c) of the Act, and would be in the best interests of the Funds and
their shareholders.
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1.
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Shareholder
Interests and Market Perception
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Applicants
believe that, in general, the common shareholders of the Funds that would rely
on the Order are conservative, dividend sensitive investors who desire current
income periodically. Common shares of closed-end funds often trade in
the marketplace at a discount to their net asset value. In the view
of the Applicants, the discount at which a Fund's common shares may trade may be
reduced if such Fund, consistent with its investment objectives and
policies,
is permitted to pay a level dividend with respect to its common shares, which
may require the payment of capital gain dividends more frequently than is
permitted under Rule 19b-1 in order to avoid a return of capital.
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2.
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Each
Fund's shareholders would receive information sufficient to clearly inform
them of the nature of the specified periodic payments on the preferred
shares and the periodic pay-out policies on the common
shares.
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One
of the concerns leading to the enactment of Section 19(b) and adoption of
Rule19b-1 was that shareholders might be unable to distinguish between frequent
distributions of capital gain dividends and dividends from investment
income.
4
Consequently,
if a Fund adopts a Plan, it will implement the following:
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A.
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Disclosures
Accompanying Each 19a-1 Notice
. Together with the
written notice and information required under Section 19(a) and Rule 19a-1
(the "19(a) Notice"), the Fund will cause the following disclosures to be
made with each distribution under the Plan (or the confirmation of the
reinvestment thereof under the respective share dividend reinvestment
plan) (each a "Distribution"):
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1.
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Tabular/Graphic
Disclosures
. In a tabular form or graphical
format:
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(a)
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The
amount of the Distribution on a per share basis (the "Per Share
Distribution") and, based on estimates, the amount and percent of such Per
Share Distribution attributable to (i) net investment income; (ii) net
realized short-term capital gains; (iii) net
realized
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__________________
4
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See
Securities and Exchange Commission 1966 Report to Congress on Investment
Company Growth (H.R. Rep. No. 2337, 89th Cong., 2d Sess. 190-95 (1966));
S. Rep. No. 91-184, 91st Cong., 1st Sess. 29 (1969); H.R. Rep. No.
91-1382, 91st Cong., 2d Sess. 29 (1970) (the
"Report").
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long-term
capital gains; and (iv) return of capital or other capital
source;
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(b)
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The
fiscal year-to-date cumulative amount of Per Share Distributions and,
based on estimates, the amount and percent of such cumulative Per Share
Distribution attributable to: (i) net investment income; (ii) net realized
short-term capital gains; (iii) net realized long-term capital gains; and
(iv) return of capital or other capital source;
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(c)
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The
average annual total return in relation to the change in NAV for the
5-year period ending on the last day of the month ended immediately prior
to the most recent distribution declaration date
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compared to the current fiscal period's annualized distribution rate
expressed as a percentage of NAV as of the last day of the month ended
immediately prior to the most recent distribution declaration date;
and
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(d)
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the
cumulative total return in relation to the change in NAV from the last
completed fiscal year to the last day of the month ended immediately prior
to the most recent distribution declaration date compared to the fiscal
year-to-date cumulative distribution rate expressed as a percentage of NAV
as of the last day of the month
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________________
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If
a Fund has been in operation fewer than five years, the Fund will begin
the measured period using the NAV immediately following the Fund's first
public offering.
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ended
immediately prior to the most recent distribution declaration date
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;
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All
such disclosure shall be made in a type size at least as large and as prominent
as the estimate of the sources of the current Distribution.
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2
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Narrative
Disclosures
. Narrative disclosures substantially as
follows (the "Narrative Disclosures"):
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(a)
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"You
should not draw any conclusions about the Fund's investment performance
from the amount of this distribution or from the terms of the Fund's
Managed Distribution Plan.";
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(b)
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If
the Fund states in its 19(a) Notice that the current distribution or the
fiscal year-to-date cumulative distribution are estimated to include a
return of capital, the following disclosure: "The Fund estimates that it
has distributed more than its income and net realized capital gains;
therefore, a portion of your distribution may be a return of
capital. A return of capital may occur, for example, when some
or all of the money that you invested in the Fund is paid back to
you. A return of capital does not necessarily reflect the
Fund's investment performance and should not be confused with 'yield'
or 'income'."; and
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(c)
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"The
amounts and sources of distributions reported in this Notice are only
estimates and are not being provided for tax
reporting
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_________________
6
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The
total return and distribution rate will be expressed on a cumulative basis
not annualized.
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purposes. The
actual amounts and sources of the amounts for accounting and tax reporting
purposes will depend upon the Fund's investment experience during the
remainder of its fiscal year and may be subject to changes based on tax
regulations. The Fund will send you a Form 1099-DIV for the
calendar year that will tell you how to report these distributions for
federal income tax purposes."
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The
Tabular/Graphic Disclosures and the Narrative Disclosures above shall be
provided in a type size at least as large as, and as prominent as, any other
information in the 19(a) Notice and placed on the same page (or contiguous with
the information should it flow past one page) in close proximity to the amount
and the sources of the Distribution. The disclosures referred to in
subparagraphs (1) through (2) above are collectively referred to herein as the
"19a-1 Disclosure".
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B.
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Contemporaneous Press
Release
. Contemporaneously with the payment of any
Distribution, the Fund will issue a press release containing the
then-current 19a-1 Disclosure.
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C.
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Website
Disclosure
. Contemporaneously with the payment of any Distribution,
the Fund will post on its or the Investment Advisor's website a prominent
statement containing the information in each 19(a) Notice, including the
19a-1 Disclosure. Such information will remain prominent and
accessible on the Fund's website for at least 24 months. In
addition, the Fund will continuously and prominently and fully describe
the Plan on its website and disclose that the Board may terminate the Plan
at any time and that such termination may have an adverse effect on the
market price for a Fund's shares.
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D.
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Form N-CSR
Filing
. The Fund shall include as an exhibit to each Form N-CSR all
19(a) Notices (including the respective 19a-1 Disclosures) issued during
the period covered by such Form N-CSR.
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E.
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Semi-Annual
Disclosures
. On the inside of the front cover of each report
provided to shareholders under Rule 30e-1 under the Act ("Shareholder
Reports"), the Fund will provide the following disclosures (collectively
the "Semi-Annual Disclosures"):
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1.
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A
description of the Plan (including the fixed amount or fixed percentage of
the Distributions and the frequency of the
Distribution);
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2.
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The
Narrative Disclosures described in Paragraph IV.2(A)(2)
above;
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3.
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An
indication that the Plan provides that the Board may amend or terminate
the Plan at any time without prior notice to shareholders;
and
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4.
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A
description of any reasonably foreseeable circumstances that might cause
the Fund to terminate the Plan and any reasonably foreseeable material
effects of such termination.
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Each
Shareholder Report shall provide the Fund's total return in relation to changes
in NAV in the financial highlights table and in any discussion about the Fund's
total return.
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F.
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Disclosure to
S
hare
holders, Prospective
S
hareholders
and Third
-
Party Information
Providers
. With any communication
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to
Fund shareholders, prospective shareholders or third-party information
providers concerning the Plan or any Distribution, the Fund will include
(either directly or through its authorized agent) the then-current 19a-1
Disclosure.
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_________________
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Other
than a communication on Form 1099.
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G.
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Delivery of 19(a)
Notices to Beneficial Owners
. If a broker, dealer, bank
or other person (each a "Financial Intermediary") holds common stock
issued by the Fund in nominee name, or otherwise, on behalf of a
beneficial owner, the Fund shall:
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1.
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Request
that the Financial Intermediary, or its agent, forward the 19(a) Notice to
all beneficial owners of the Fund shares held through such Financial
Intermediary;
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2.
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Provide
in a timely manner to the Financial Intermediary, or its agent, enough
copies of the 19(a) Notice assembled in the form and at the place that the
Financial Intermediary, or its agent, reasonably requests to facilitate
the Financial Intermediary's sending of the 19(a) Notice to each
beneficial owner of the Fund shares; and
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3.
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Upon
the request of any Financial Intermediary, or its agent, that receives
copies of the 19(a) Notice, pays the Financial Intermediary, or its agent,
the reasonable expenses of sending the 19(a) Notices to beneficial
owners.
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Rule
19a-1, the Plans and the compliance policies ensure that each Fund's
shareholders will be provided sufficient information to understand that their
periodic distributions are not tied to a Fund's net investment income (which for
this purpose is the Fund's taxable net income other than from capital gains) and
realized capital gains to date, and may not represent yield or investment
return. Accordingly, continuing to subject the Funds to Section 19(b)
and Rule 19b-1 would afford shareholders no extra protection.
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3.
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Rule
19b-1, under certain circumstances, gives rise to improper influence on
portfolio management decisions, with no offsetting benefit to
shareholders.
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Rule
19b-1, when applied to a periodic fixed pay-out policy, actually gives rise to
one of the concerns that Rule 19b-1 was intended to avoid, i.e., inappropriate
influence on portfolio
management
decisions. Funds that pay long-term capital gain distributions only
once per year in accordance with Rule 19b-1 impose no pressure on management to
realize capital gain at any time when purely investment considerations would not
dictate doing so. However, in the absence of an exemption from Rule
19b-1, periodic fixed payout policies impose pressure on management (i) not to
realize any long-term capital gain until the point in the year that the fund can
pay all of its remaining distributions in accordance with Rule 19b-1 and (ii)
not to realize any long-term capital gain during any particular year in excess
of the amount of the aggregate payout for the year (since as a practical matter
excess gains must be distributed and accordingly would not be available to
satisfy pay-out requirements in following years), notwithstanding that purely
investment considerations might favor realization of long-term gains at
different times or in different amounts.
No
purpose would appear to be served by the distortion in the normal operation of
the proposed specified periodic payments and periodic pay-out policies required
in order to comply with Rule 19b-1. There is no reason or logic in
requiring any Fund that adopts a periodic pay-out policy either to retain (and
pay taxes on) net capital gain (with the resulting additional tax return
complexities for the Fund's shareholders) or to avoid designating its
distributions as capital gain dividends for tax purposes (thereby avoiding a
Rule 19b-1 problem but providing distributions taxable at ordinary income rates
rather than the much lower long-term capital gain rates for noncorporate
shareholders and being required to pay income tax on the amount of such
income). The desirability of avoiding these anomalous results creates
pressure to limit the realization of long-term capital gain that otherwise would
be taken for purely investment considerations.
The
Order requested by the Applicants would minimize these anomalous effects of Rule
19b-1 by enabling the Funds to realize long-term capital gain as often as
investment considerations dictate without fear of violating Rule
19b-1.
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4.
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Other
concerns leading to adoption of Rule 19b-1 are not
applicable.
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Another
concern that led to the enactment of Section 19(b) of the Act and adoption of
Rule 19b-1 was that frequent capital gain dividends could facilitate improper
fund sales practices, including, in particular, the practice of urging an
investor to purchase shares of a fund on the basis of an upcoming capital gain
dividend ("selling the dividend"), where the dividend results in an immediate
corresponding reduction in net asset value and is in effect a taxable return of
the investor's capital. Applicants submit that this concern should
not apply to closed-end investment companies, such as the Funds, that do not
continuously distribute shares. Furthermore, if the underlying
concern extends to secondary market purchases of shares of a Fund that are
subject to a large upcoming capital gain dividend, adoption of a periodic
pay-out policy actually helps minimize the concern by avoiding, through periodic
distributions, any buildup of large end-of-the-year distributions.
Applicants
also submit that the "selling the dividend" concern is not applicable to
preferred stock, which entitles a holder to no more than a specified periodic
dividend and, like a debt security, is initially sold at a price based upon its
liquidation preference, credit quality, dividend rate and frequency of
payment. Investors buy preferred shares for the purpose of receiving
specific payments at the frequency bargained for, and any application of Rule
19b-1 to preferred stock would be contrary to the expectation of
investors. There is also currently a tax rule that provides that any
loss attributable to a long-term capital gain realized within six months prior
to the incurrence of the loss must be treated as a long-term capital loss to
avoid the selling of dividends.
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5.
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Further
Limitations of Rule 19b-1
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Subparagraphs
(a) and (f) of Rule 19b-1 limit the number of capital gain dividends, as
described in Section 852(b)(3)(C) of the Code ("capital gain dividends"), that
each Fund may make with respect to any one taxable year to one, plus one
additional capital gain dividend made in whole or in part to avoid the excise
tax under Section 4982 of the Code, plus a supplemental "clean-up" capital gain
dividend made pursuant to Section 855 of the Code not exceeding 10% of the total
amount distributed for the year.
Rule
19b-1's limitations, when applied to a Fund, such as certain of the BlackRock
Funds, that seeks to pay dividends on preferred stock periodically, make it
difficult and, in some cases contrary to the best interest of shareholders, to
comply with Federal income tax and Commission accounting
requirements. In
Revenue Ruling
89-81
,
8
the
Internal Revenue Service has taken the position that if a regulated investment
company has two classes of shares, it may not designate distributions made to
either class in any year as consisting of more than such class's proportionate
share of particular types of income, such as net capital
gain. Consequently, any amount designated as a capital gain dividend
with respect to common shares must be proportional to the amount so designated
with respect to preferred shares. From an accounting point of view,
in the interpretation of Rule 19b-1 by the Accounting Standards Executive
Committee (the "Committee") of the Institute,
9
a Fund
is required to estimate, each time it makes a distribution, based on its sources
and amounts of various types of income to date, what portion of each
distribution is from current income of any type or accumulated undistributed
earnings
________________
9
|
American
Institute of Certified Public Accountants: Statement of Position 93-2,
February 1, 1993 ("SOP 93-2").
|
and
profits and what portion is a return of capital. Under the accounting
interpretations of the Committee, a Fund may not characterize as a return of
capital any distribution so long as it has any undistributed
income. Although a Fund that has sufficient investment income to pay
all of its preferred distributions can avoid characterizing any of its preferred
distributions during the year as capital gain dividends for accounting purposes,
if it distributes any capital gains dividends, it must allocate them
proportionately between its common shares and preferred shares for tax purposes
and may be required retroactively to designate all or part of several preferred
dividends as long-term gain distributions for tax purposes. Further,
in cases where a Fund invests in securities that do not pay tax-exempt income
and is not realizing enough investment income to pay all of its preferred
dividends solely out of such sources but is realizing long-term capital gain, it
may also be required prospectively to treat all or a portion of multiple
preferred dividends for accounting purposes as long-term capital gain
distributions or, in a step that would be adverse to shareholders, intentionally
not designate its distributions of net capital gain as capital gain dividends,
in which case noncorporate shareholders will have to pay taxes on such dividends
at ordinary income tax rates rather than the much lower long-term capital gain
rates currently in effect and the Fund would be obligated to pay income tax on
the amount of such income. In either of these situations, a Fund
could be faced with either acting inconsistently with Rule 19b-1 or providing
lower after-tax returns for its shareholders. The proposed Order will
assist the Funds in avoiding these Rule 19b-1 problems.
|
6.
|
Preferred
Shares and Common Shares
|
The
frequency of the specified periodic payments with respect to preferred shares of
the Funds and the periodic pay-out policies with respect to common shares of the
Funds will not be related to one another in any way other than that each Fund's
ability to comply with the requirements of
Revenue Ruling 89-81
and
SOP 93-2
will be enhanced if the Order is granted
with
respect to both its common shares and preferred shares. The periodic
pay-out policy with respect to a Fund's common shares will be initially
established and reviewed at least annually in light of the Fund's performance by
its Board. No Fund is required to adopt a periodic pay-out policy for
its common shares, and each Fund that does adopt such a policy may change,
modify or discontinue it any time at the discretion of the Fund's
Board.
The
potential abuses addressed by Section 19(b) and Rule 19b-1 do not arise with
respect to preferred shares issued by a closed-end fund. Such
distributions are either fixed or are determined in periodic auctions by
reference to short-term interest rates rather than by reference to performance
of the issuer, and Revenue Ruling 89-81 determines the proportion of such
distributions that are comprised of the long-term capital gains.
The
relief requested—to permit periodic distributions of capital gain dividends as
often as monthly in respect of common shares and in respect of preferred shares
as often as specified in its terms—would provide the Funds with flexibility in
meeting investor interest in particular kinds of funds in receiving more
frequent distributions. By reducing the amount of individual periodic
distributions even further, implementation of the additional relief would
actually ameliorate the concerns that gave rise to Section 19(b) and Rule 19b-1
and help avoid the "selling of dividends" problem, which Section 19(b) and Rule
19b-1 are not effective in preventing.
The
potential issues under Rule 19b-1 are basically not relevant to distributions on
preferred shares. Not only are such distributions fixed or determined
in periodic auctions or remarketings by reference to short-term interest rates
rather than by reference to performance of the issuer but also the long-term
capital gain component is mandated by the Internal Revenue Service to be the
same proportion as the proportion of long-term gain dividends bears to the
total
distributions
in respect of the common shares and consequently the long-term gain component
cannot even be known until the last dividend of the year. In these
circumstance it would be very difficult for any of the potential abuses
reflected in Rule 19b-1's restrictions to occur.
In
summary, Rule 19b-1 in the circumstances referred to above distorts the
effective and proper functioning of the Funds' distribution policies and gives
rise to the very pressures on portfolio management decisions that Rule 19b-1 was
intended to avoid. These distortions forced by Rule 19b-1 would
appear to serve no purpose and are not in the best interests of
shareholders. Each BlackRock Fund's Board believes that obtaining the
exemptive relief requested is in the best interests of such Fund's
shareholders.
|
|
V.
|
Applicants'
Conditions
|
Applicants
agree that, with respect to each Fund seeking to rely on the Order, the Order
will be subject to the following conditions:
|
A.
|
Compliance Review and
Reporting
. The Fund's chief compliance officer
will:
|
|
|
1.
|
report
to the Fund's Board, no less frequently than once every three months or at
the next regularly scheduled quarterly Board meeting,
whether:
|
|
|
|
(a)
|
the
Fund and its Investment Advisor have complied with the conditions of the
Order and
|
|
|
|
(b)
|
a
material compliance matter (as defined in Rule 38a-1(e)(2) under the Act)
has occurred with respect to such conditions; and
|
|
|
2.
|
review
the adequacy of the policies and procedures adopted by the Board no less
frequently than annually.
|
|
B.
|
Disclosures to Fund
Shareholders
.
|
|
|
1.
|
Each
19(a) Notice to the holders of the Fund's common shares, in addition to
the information required by Section 19(a) and Rule
19a-1:
|
|
|
|
(a)
|
Will
provide, in a tabular or graphical format:
|
|
|
|
|
(1)
|
the
amount of the distribution, on a per common share basis, together with the
amounts of such distribution amount, on a per common share basis and as a
percentage of such distribution amount, from estimated: (A) net
investment income; (B) net realized short-term capital gains; (C) net
realized long-term capital gains; and (D) return of capital or other
capital source;
|
|
|
|
|
(2)
|
the
fiscal year-to-date cumulative amount of distributions, on a per common
share basis, together with the amounts of such cumulative amount, on a per
common share basis and as a percentage of such cumulative amount of
distributions, from estimated: (A) net investment income; (B)
net realized short-term capital gains; (C) net realized long-term capital
gains; and (D) return of capital or other capital
source;
|
|
|
|
|
(3)
|
the
average annual total return in relation to the change in NAV for the
5-year period (or, if the Fund's history of operations is less than five
years, the time period commencing immediately following the Fund's first
public offering) ending on the last day of the month
ended
|
|
|
|
|
|
immediately
prior to the most recent distribution declaration date compared to the
current fiscal period's annualized distribution rate expressed as a
percentage of NAV as of the last day of the month prior to the most recent
distribution declaration date; and
|
|
|
|
|
(4)
|
the
cumulative total return in relation to the change in NAV from the last
completed fiscal year to the last day of the month prior to the most
recent distribution declaration date compared to the fiscal
year-to-date-cumulative distribution rate expressed as a percentage of NAV
as of the last day of the month prior to the most recent distribution
declaration date;
|
Such
disclosure shall be made in a type size at least as large and as prominent as
the estimate of the sources of the current distribution; and
|
|
|
(b)
|
Will
include the following disclosure:
|
|
|
|
|
(1)
|
"You
should not draw any conclusions about the Fund's investment performance
from the amount of this distribution or from the terms of the Fund's
Plan";
|
|
|
|
|
(2)
|
"The
Fund estimates that it has distributed more than its income and capital
gains; therefore, a portion of your distribution may be a return of
capital. A return of capital may occur, for example, when some or all of
the money that you invested in the Fund is paid back to you. A
return
|
|
|
|
|
|
of
capital distribution does not necessarily reflect the Fund's investment
performance and should not be confused with 'yield' or 'income'";
1
0
and
|
|
|
|
|
(3)
|
"The
amounts and sources of distributions reported in this 19(a) Notice are
only estimates and are not being provided for tax reporting purposes. The
actual amounts and sources of the amounts for [accounting and] tax
reporting purposes will depend upon the Fund's investment experience
during the remainder of its fiscal year and may be subject to changes
based on tax regulations. The Fund will send you a Form 1099-DIV for the
calendar year that will tell you how to report these distributions for
federal income tax purposes.";
|
Such
disclosure shall be made in a type size at least as large as and as prominent as
any other information in the 19(a) Notice and placed on the same page in close
proximity to the amount and the sources of the distribution;
|
|
|
(c)
|
On
the inside front cover of each report to shareholders under Rule 30e-1
under the Act, the Fund will:
|
|
|
|
|
(1)
|
describe
the terms of the Plan (including the fixed amount or fixed percentage of
the distributions and the frequency of the
distributions);
|
________________
10
|
The
disclosure in this condition B.1(b)(2) will be included only if the
current distribution or the fiscal year-to-date cumulative distributions
are estimated to include a return of
capital.
|
|
|
|
|
(2)
|
include
the disclosure required by condition B.1(b)(1) above;
|
|
|
|
|
(3)
|
state,
if applicable, that the Plan provides that the Board may amend or
terminate the Plan at any time without prior notice to Fund shareholders;
and
|
|
|
|
|
(4)
|
describe
any reasonably foreseeable circumstances that might cause the Fund to
terminate the Plan and any reasonably foreseeable consequences of such
termination; and
|
|
|
|
(d)
|
Each
report provided to shareholders under Rule 30e-1 under the Act and each
prospectus filed with the Commission on Form N-2 under the Act, will
provide the Fund's total return in relation to changes in NAV in the
financial highlights table and in any discussion about the Fund's total
return.
|
|
C.
|
Disclosure to
Shareholders, Prospective Shareholders and Third Parties
.
|
|
|
1.
|
The
Fund will include the information contained in the relevant 19(a) Notice,
including the disclosure required by condition B.1(b) above, in any
written communication (other than a communication on Form 1099) about the
Plan or distributions under the Plan by the Fund, or agents that the Fund
has authorized to make such communication on the Fund's behalf, to any
Fund common shareholder, prospective common shareholder or third-party
information provider;
|
|
|
2.
|
The
Fund will issue, contemporaneously with the issuance of any 19(a) Notice,
a press release containing the information in the 19(a) Notice and file
with the Commission the information contained in such 19(a) Notice,
including the disclosure required by condition B.1(b) above, as an exhibit
to its next filed Form N-CSR; and
|
|
|
3.
|
The
Fund will post prominently a statement on its (or the Investment
Advisor's) Website containing the information in each 19(a) Notice,
including the disclosure required by condition B.1(b) above, and maintain
such information on such Web site for at least 24
months.
|
|
D.
|
Delivery of 19(a)
Notices to Beneficial
Owners
.
|
If
a broker, dealer, bank or other person ("Financial Intermediary") holds common
stock issued by the Fund in nominee name, or otherwise, on behalf of a
beneficial owner, the Fund:
|
|
1.
|
will
request that the Financial Intermediary, or its agent, forward the 19(a)
Notice to all beneficial owners of the Fund's shares held through such
Financial Intermediary;
|
|
|
2.
|
will
provide, in a timely manner, to the Financial Intermediary, or its agent,
enough copies of the 19(a) Notice assembled in the form and at the place
that the Financial Intermediary, or its agent, reasonably requests to
facilitate the Financial Intermediary's sending of the 19(a) Notice to
each beneficial owner of the Fund's shares; and
|
|
|
3.
|
upon
the request of any Financial Intermediary, or its agent, that receives
copies of the 19(a) Notice, will pay the Financial Intermediary, or its
agent,
|
|
|
|
the
reasonable expenses of sending the 19(a) Notice to such beneficial
owners.
|
|
E.
|
Special Bo
ard Review for Funds
Whose Common Stock Trades at a Premium
.
|
|
If:
|
|
|
|
1.
|
The
Fund's common shares have traded on the stock exchange that they primarily
trade on at the time in question at an average premium to NAV equal to or
greater than 10%, as determined on the basis of the average of the
discount or premium to NAV of the Fund's common shares as of the close of
each trading day over a 12-week rolling period (each such 12-week rolling
period ending on the last trading day of each week);
and
|
|
|
2.
|
The
Fund's annualized distribution rate for such 12-week rolling period,
expressed as a percentage of NAV as of the ending date of such 12-week
rolling period, is greater than the Fund's average annual total return in
relation to the change in NAV over the 2-year period ending on the last
day of such 12-week rolling period;
|
|
then:
|
|
|
|
|
|
(a)
|
At
the earlier of the next regularly scheduled meeting or within four months
of the last day of such 12-week rolling period, the Board including a
majority of the Independent Trustees:
|
|
|
|
|
(1)
|
will
request and evaluate, and the Fund's Investment Advisor will furnish, such
information as may be reasonably necessary to make an informed
determination of
|
|
|
|
|
|
whether
the Plan should be continued or continued after
amendment;
|
|
|
|
|
(2)
|
will
determine whether continuation, or continuation after amendment, of the
Plan is consistent with the Fund's investment objective(s) and policies
and is in the best interests of the Fund and its shareholders, after
considering the information in condition E.2(a)(1) above; including,
without limitation: (A) whether the Plan is accomplishing its purpose(s);
(B) the reasonably foreseeable material effects of the Plan on the Fund's
long-term total return in relation to the market price and NAV of the
Fund's common shares; and the Fund's current distribution rate, as
described in condition E.2 above, compared with the Fund's average annual
total return over the 2-year period, as described in condition E.2, or
such longer period as the Board deems appropriate; and (C) based upon that
determination, will approve or disapprove the continuation, or
continuation after amendment, of the Plan; and
|
|
|
|
(b)
|
The
Board will record the information considered by it, including its
consideration of the factors listed in condition E.2(a)(2) above, and the
basis for its approval or disapproval of the continuation, or continuation
after amendment, of the Plan in its meeting minutes, which must be made
and preserved for a period of not less than
six
|
|
|
|
|
years
from the date of such meeting, the first two years in an easily accessible
place.
|
|
F.
|
Public
Offerings
.
|
|
|
The
Fund will not make a public offering of the Fund's common shares other
than:
|
|
|
1.
|
a
rights offering below NAV to holders of the Fund's common
shares;
|
|
|
2.
|
an
offering in connection with a dividend reinvestment plan, merger,
consolidation, acquisition, spin-off or reorganization of the Fund;
or
|
|
|
3.
|
an
offering other than an offering described in conditions F.1 and F.2 above,
provided that, with respect to such other offering:
|
|
|
|
(a)
|
the
Fund's average annual distribution rate for the six months ending on the
last day of the month ended immediately prior to the most recent
distribution declaration date,
11
expressed as a percentage of NAV per share as of such date, is no more
than 1 percentage point greater than the Fund's average annual total
return for the 5-year period ending on such date;
12
and
|
|
|
|
(b)
|
the
transmittal letter accompanying any registration statement filed with the
Commission in connection with such offering discloses that the Fund has
received an order under Section 19(b) to permit it to make periodic
distributions of long-term capital gains with respect to its common stock
as frequently as twelve times each
|
__________________
11
|
If
the Fund has been in operation fewer than six months, the measured period
will begin immediately following the Fund's first public
offering.
|
12
|
If
the Fund has been in operation fewer than five years, the measured period
will begin immediately following the Fund's first public
offering.
|
|
|
|
|
|
year,
and as frequently as distributions are specified by or determined in
accordance with the terms of any outstanding preferred stock as such Fund
may issue;
|
|
G.
|
Amendments to Rule
19b-1
.
|
The requested order will expire on the
effective date of any amendments to Rule 19b-1 that provides relief permitting
certain closed-end investment companies to make periodic distributions of
long-term capital gains with respect to their outstanding common stock as
frequently as twelve times each year.
The
Commission has granted or proposed granting relief substantially the same as
that sought by this Application on several occasions. In
ING Clarion Real Estate
Income Fund
, et al., Release Nos. IC – 28329 (July 8, 2008) (notice of
application) and IC-28352 (August 5, 2008) (order), the Commission granted
relief permitting a family of closed-end management investment companies to make
periodic capital gain dividends (as defined in Section 852(b)(3)(C) of the Code)
as often as monthly in any one taxable year in respect of their common shares
and as often as specified by or determined in accordance with the terms thereof
in respect of their preferred shares. Similar relief was granted in
The Mexico Fund
Inc.
, et al., Release Nos. IC-28332 (July 17, 2008) (notice of
application) and IC-28357 (August 12, 2008) (order),
Cohen & Steers Advantage
Income Realty Fund, Inc.
, et al., Release Nos. IC-28341 (July 24, 2008)
(notice of application) and IC-28358 (August 19, 2008) (order) and
DNP Select Income
Fund
, et al., Release Nos. IC-28348 (July 31, 2008) (notice of
application) and IC-28368 (August 26, 2008) (order).
The
proposed notice of the proceeding initiated by the filing of this Application,
required by Rule 0-2(g) under the Act, is attached as Exhibit C to this
Application.
VIII.
|
Procedural
Compliance
|
The
Board of Trustees of each of the BlackRock Funds has adopted the following
resolution authorizing the execution and filing of this
Application.
"RESOLVED,
that the Secretary and each Vice President of the Trust be, and each of them
hereby is, authorized to prepare, with the assistance of counsel, and to sign
and file with the Securities and Exchange Commission on behalf of the Trust, any
applications, and any amendments thereto, for orders of the Securities and
Exchange Commission under Section 6(c) of the Act and any other appropriate
section of the Act or any Rule thereunder, for such exemptions from such
provisions of the Act or Rules thereunder as such officer, upon the advice of
counsel, may deem necessary or advisable."
Pursuant
to Rule 0-2(c) under the Act, each Applicant hereby states that the person
signing and filing this Application on its behalf is fully authorized to do so,
that under the provisions of the Articles of Incorporation or Agreement and
Declaration of Trust, as applicable, of such Applicant responsibility for the
management of the affairs of such Applicant is vested in its Board of Directors
or Trustees, as applicable, and that such Applicant has complied with all
requirements for the execution and filing of this Application in its name and on
its behalf.
These
verifications required by Rule 0-2(d) are attached to this Application as
Exhibits A and B.
Pursuant
to Rule 0-2(f) under the Act, the Applicants further state that:
|
2.
|
(a)
The address of each of the Applicants is as follows:
|
|
|
|
|
|
c/o
BlackRock Advisors, LLC
100
Bellevue Parkway
Wilmington,
Delaware 19809
|
|
|
|
|
|
(b)
Any questions regarding this Application should be directed
to:
|
|
|
|
|
|
Michael
Hoffman
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square
New
York, New York 10036-6522
(212)
735-3406
|
On
the basis of the foregoing, the Applicants respectfully request that the
Commission enter an order pursuant to Section 6(c) of the Act exempting the
Funds from the provisions of Section 19(b) of the Act and Rule 19b-1 thereunder
to permit each Fund (i) to make capital gain dividends on its common shares as
frequently as once per month so long as it complies with the conditions of the
Order and maintains in effect a distribution policy with respect to its common
shares calling for periodic distributions of an amount equal to at least a fixed
percentage of such Fund's net asset value or market price per common share or
equal to at least a fixed dollar amount, and (ii) to make capital gain dividends
on any series of its preferred shares as frequently as specified by or pursuant
to the terms of such series so long as it complies with the conditions of the
Order and so long as such distributions are a specified percentage of the
liquidation preference of such series of preferred shares, whether such
specified percentage is determined at the time such preferred shares are
initially issued, pursuant to periodic remarketings or auctions or
otherwise.
|
BLACKROCK
ADVISORS, LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Anne F. Ackerley
|
|
|
|
Name:
|
Anne
F. Ackerley
|
|
|
Title:
|
Managing
Director
|
|
BLACKROCK
INTERNATIONAL GROWTH AND
INCOME
TRUST
|
|
BLACKROCK
GLOBAL EQUITY INCOME TRUST
|
|
BLACKROCK
PREFERRED AND EQUITY
ADVANTAGE
TRUST
|
|
BLACKROCK
REAL ASSET EQUITY TRUST
|
|
BLACKROCK
WORLD INVESTMENT TRUST
|
|
BLACKROCK
ENHANCED DIVIDEND
ACHIEVERS
TM
TRUST
|
|
BLACKROCK
GLOBAL OPPORTUNITIES EQUITY
TRUST
|
|
BLACKROCK
HEALTH SCIENCES TRUST
|
|
BLACKROCK
GLOBAL ENERGY AND RESOURCES
TRUST
|
|
BLACKROCK
S&P QUALITY RANKINGS GLOBAL
EQUITY
MANAGED TRUST
|
|
BLACKROCK
STRATEGIC DIVIDEND
ACHIEVERS
TM
TRUST
|
|
BLACKROCK
DIVIDEND ACHIEVERS
TM
TRUST
|
|
BLACKROCK
ECOSOLUTIONS INVESTMENT
TRUST
|
|
BLACKROCK
ENHANCED GOVERNMENT FUND,
INC.
|
|
BLACKROCK
ENHANCED CAPITAL AND INCOME
FUND,
INC.
|
|
By:
|
/s/
Anne F. Ackerley
|
|
|
|
Name:
|
Anne
F. Ackerley
|
|
|
Title:
|
Vice
President
|
Dated: January
6, 2009
APPENDIX
A
|
BlackRock
International Growth and Income
Trust
|
|
BlackRock
Global Equity Income Trust
|
|
BlackRock
Preferred And Equity Advantage
Trust
|
|
BlackRock
Real Asset Equity Trust
|
|
BlackRock
World Investment Trust
|
|
BlackRock
Enhanced Dividend Achievers
TM
Trust
|
|
BlackRock
Global Opportunities Equity Trust
|
|
BlackRock
Health Sciences Trust
|
|
BlackRock
Global Energy and Resources Trust
|
|
BlackRock
S&P Quality Rankings Global Equity Managed
Trust
|
|
BlackRock
Strategic Dividend Achievers
TM
Trust
|
|
BlackRock
Dividend Achievers
TM
Trust
|
|
BlackRock
EcoSolutions Investment Trust
|
|
BlackRock
Enhanced Government Fund, Inc.
|
|
BlackRock
Enhanced Capital and Income Fund, Inc.
|
|
BlackRock
Advisors, LLC
|
EXHIBIT
INDEX
Page
A.
|
Verification
of BlackRock International Growth and Income Trust,
|
|
BlackRock
Global Equity Income Trust, BlackRock
|
|
|
Preferred
and Equity Advantage Trust, BlackRock Real Asset Equity
Trust,
|
|
|
BlackRock
World Investment Trust, BlackRock Enhanced Dividend
|
|
|
Achievers
TM
Trust, BlackRock Global Opportunities Equity Trust,
|
|
|
BlackRock
Health Sciences Trust, BlackRock Global Energy and
Resources
|
|
|
Trust,
BlackRock S&P Quality Rankings Global Equity Managed
Trust,
|
|
|
BlackRock
Strategic Dividend Achievers
TM
Trust, BlackRock
|
|
|
Dividend
Achievers
TM
Trust BlackRock EcoSolutions Investment Trust, BlackRock Enhanced
Government Fund, Inc.
|
|
|
and
BlackRock Enhanced Capital and Income Fund, Inc.
|
35
|
|
|
|
B.
|
Verification
of BlackRock Advisors, LLC
|
36
|
EXHIBIT
A
VERIFICATION
THE
STATE OF NEW YORK
|
)
|
|
):
|
THE
COUNTY OF NEW YORK
|
)
|
The
undersigned states that she has duly executed the attached Application, dated
January 6, 2009, for and on behalf of each applicant listed below; that she is
Vice President of each such Applicant; and that all action by the directors,
trustees or other bodies of such Applicants necessary to authorize the
undersigned to execute and file such Application has been taken. The
undersigned further states that she is familiar with such Application, and the
contents thereof, and that the facts therein set forth are true to the best of
her knowledge, information and belief.
|
By:
|
/s/
Anne F. Ackerley
|
|
|
|
Anne
F. Ackerley
|
|
|
Vice
President
|
|
|
|
|
BlackRock
International Growth and
Income
Trust
|
|
BlackRock
Global Equity Income Trust
|
|
BlackRock
Preferred and Equity Advantage
Trust
|
|
BlackRock
Real Asset Equity Trust
|
|
BlackRock
World Investment Trust
|
|
BlackRock
Enhanced Dividend Achievers
TM
Trust
|
|
BlackRock
Global Opportunities Equity
Trust
|
|
BlackRock
Health Sciences Trust
|
|
BlackRock
Global Energy And Resources Trust
|
|
BlackRock
S&P Quality Rankings Global
Equity
Managed Trust
|
|
BlackRock
Strategic Dividend Achievers
TM
Trust
|
|
BlackRock
Dividend Achievers
TM
Trust
|
|
BlackRock
EcoSolutions Investment Trust
|
|
BlackRock
Enhanced Government Fund, Inc.
and
|
|
BlackRock
Enhanced Capital and Income Fund, Inc.
|
EXHIBIT
B
VERIFICATION
THE
STATE OF NEW YORK
|
)
|
|
):
|
THE
COUNTY OF NEW YORK
|
)
|
The
undersigned states that she has duly executed the attached Application, dated
January 6, 2009, for and on behalf of BlackRock Advisors, LLC; that she is a
Managing Director of BlackRock Advisors, LLC, and that all action necessary to
authorize her to execute and file this Application has been
taken. The undersigned further states that she is familiar with such
Application, and the contents thereof, and that the facts therein set forth are
true to the best of her knowledge, information and belief.
|
By:
|
/s/
Anne F. Ackerley
|
|
|
|
Anne
F. Ackerley
|
|
|
Managing
Director
|
Page 36 of
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