UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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BlackRock Preferred and Equity Advantage Trust
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange
Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set
forth the amount on which the filing fee is calculated
and state how it was determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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Fee paid previously with
preliminary materials.
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Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously.
Identify the previous filing by
registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement
No.:
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(3)
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Filing Party:
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Date Filed:
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July 17, 2009
Dear Shareholder:
The annual meeting of BlackRock Preferred and Equity Advantage Trust (the Fund) will be held at the offices of BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, New York 10055, on Wednesday, August
26, 2009, at 1:30 p.m. (Eastern time), to consider and vote on the proposal discussed in the enclosed proxy statement.
The purpose of the meeting is to seek shareholder approval of nominees to the Board of Trustees (the Board, the members of which are referred to as Board Members) of the Fund. At a meeting of the Board held on May 28-29,
2009, the Board approved the proposed nominees on behalf of the Fund (the Board Nominees), subject to approval by the Funds shareholders. The Board has reviewed the qualifications and backgrounds of the Board Nominees and believes
that they are experienced in overseeing investment companies and are familiar with the Fund and its investment advisers and that their election is in your best interests.
The Board Members recommend that you vote FOR the Board Nominees for the Fund.
However, before you vote, please read the full text of the proxy statement for an explanation of the proposal.
Your vote is important. Even if you plan to attend the meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and
dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.
You have received this proxy statement because you were a shareholder of record of the Fund on June 29, 2009. Certain other BlackRock Closed-End Funds will also hold their annual meeting at the place and date stated above. If you were also a
shareholder of record on June 29, 2009 of one or more of those other funds, you will receive a separate proxy statement and proxy card relating to those funds. Please sign, date and return each proxy card you receive. If you have any questions about
the proposal to be voted on, please call The Altman Group, Inc., the firm assisting us in the solicitation of proxies, at 1-800-820-2412.
Sincerely,
Howard B. Surloff
Secretary of the Fund
BlackRock Closed-End Funds
100 Bellevue Parkway Wilmington, DE 19809 (800) 441-7762
IMPORTANT INFORMATION
FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.
Questions and Answers
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Why am I receiving the proxy statement?
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The Fund is required to hold an annual meeting of shareholders for the election of Board Members. This proxy statement describes the nominees to the Board of the Fund and provides you with other information relating to the meeting. The table
beginning on page 3 of the proxy statement identifies the Board Nominees for the Fund.
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Q.
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How does the Board recommend that I vote?
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A.
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The Board has reviewed the qualifications and backgrounds of the Board Nominees and believes that they are experienced in overseeing investment companies and are familiar with the Fund and its investment advisers.
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The Board has approved the Board Nominees, believes their election is in your best interests and recommends that you vote
FOR
each Board Nominee.
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Q.
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How do I vote my shares?
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A.
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You can provide voting instructions by telephone by calling the toll-free number on the proxy card or Notice of Internet Availability of Proxy Materials, or by computer by going to the Internet address provided on the Notice of Internet Availability
of Proxy Materials or proxy card and following the instructions. Alternatively, if you received your proxy card by mail, you can vote your shares by signing and dating the proxy card and mailing it in the enclosed postage-paid envelope.
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You may also attend the meeting and vote in person; however, even if you intend to do so, we encourage you to provide voting instructions by one of the methods discussed above.
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Q.
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Will my vote make a difference?
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A.
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Your vote is very important and can make a difference in the governance and management of the Fund, no matter how many shares you own. Your vote can help ensure that the Board Nominees will be elected. We encourage all shareholders to participate in
the governance of the Fund.
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Q.
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Is the Fund paying for the cost of the proxy statement?
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A.
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The costs associated with the proxy statement, including the mailing and the proxy solicitation costs, will be borne by the Fund. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of
the proxy statement, also will be borne by the Fund.
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The Fund and BlackRock, Inc. have retained The Altman Group, Inc. (Altman), 60 East 42nd Street, Suite 405, New York, New York 10165, a proxy solicitation firm, to assist in the printing and distribution of proxy materials and the
solicitation and tabulation of proxies. In addition, Broadridge Financial Solutions, Inc. (Broadridge), 51 Mercedes Way, Edgewood, New York 11717, will assist the Fund in the distribution of proxy materials. It is anticipated that Altman
and Broadridge will be paid approximately $20,000 and $10,000, respectively, for such services (including reimbursements of out-of-pocket expenses).
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Q.
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Whom do I call if I have questions?
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A.
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If you need more information, or have any questions about voting, please call Altman, the Funds proxy solicitor, at 1-800-820-2412.
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Please vote
now
. Your vote
is important.
To avoid the wasteful and unnecessary
expense of further solicitation, we urge you
to indicate your voting
instructions on the proxy card and, if received by mail, date and sign
it and return it promptly in the envelope provided, or record your voting
instructions by telephone or via the Internet, no matter how large or
small your holdings may be. If your shares are held through a broker,
you must provide voting instructions to your broker about how to vote
your shares in order for your broker to vote your shares as you instruct
at the meeting.
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July 17, 2009
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 26, 2009
The annual meeting of the shareholders of BlackRock Preferred
and Equity Advantage Trust (the Fund) will be held at the offices
of BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52nd Street, 11th Floor,
New York, New York 10055, on Wednesday, August 26, 2009, at 1:30 p.m. (Eastern
time), to consider and vote on the proposal, as more fully described in the
accompanying proxy statement:
PROPOSAL 1.
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To elect four nominees to the Board of the Fund.
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PROPOSAL 2.
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To transact such other business as may properly come before
the meeting or any adjournments or postponements thereof.
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The purpose of the meeting is to seek shareholder approval of
nominees to the Board of Trustees (the Board, the members of which
are referred to as Board Members) of the Fund. At a meeting of the
Board held on May 28-29, 2009, the Board approved the proposed nominees on behalf
of the Fund (the Board Nominees), subject to approval by the Funds
shareholders. The Board has reviewed the qualifications and backgrounds of the
Board Nominees and believes that they are experienced in overseeing investment
companies and are familiar with the Fund and its investment advisers and that
their election is in your best interests.
The Board recommends that you vote FOR the Board Nominees.
Shareholders of record of the Fund as of the close of business on June 29, 2009 are entitled to vote at the meeting and at any adjournments or postponements thereof.
Certain other BlackRock Closed-End Funds will also hold their annual meeting at the place and date stated above. If you were also a shareholder of record on June 29, 2009 of one or more of those other funds, you will receive a separate proxy
statement and proxy card relating to those funds. Please be certain to sign, date and return each proxy card you receive.
If you have any questions about the proposal to be voted on, please call The Altman Group, Inc., the firm assisting us in the solicitation of proxies, at 1-800-820-2412.
By Order of the Board,
Howard B. Surloff
Secretary of the Fund
BlackRock Closed-End Funds
100 Bellevue Parkway Wilmington, DE 19809 (800) 441-7762
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 26, 2009
PROXY STATEMENT
This proxy statement (the Proxy Statement) is furnished in connection with the solicitation of proxies by the Board of Trustees (the Board, the members of which are referred to as Board
Members) of BlackRock Preferred and Equity Advantage Trust (the Fund), a Delaware statutory trust and a closed-end investment company registered under the Investment Company Act of 1940 (the 1940 Act). The proxies will
be voted at the annual meeting of the shareholders of the Fund and at any and all adjournments or postponements thereof. The meeting will be held at the offices of BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New
York, New York 10055 on Wednesday, August 26, 2009, at 1:30 p.m. (Eastern time). The meeting will be held for the purposes set forth in the accompanying notice.
This Proxy Statement and the accompanying materials, or a Notice of Internet Availability of Proxy Materials, are being mailed to shareholders on or about July 17, 2009.
Shareholders of record of the Fund as of the close of business on June 29, 2009 (the Record Date) are entitled to attend and to vote at the meeting. Shareholders of the Fund are entitled to one vote for each
share held, with no shares having cumulative voting rights. Holders of the auction market preferred shares (AMPS) have equal voting rights with the common shares of beneficial interest (common shares) of the Fund and vote
together with the holders of common shares as a single class on each nominee to the Board of the Fund, except that they are entitled to vote separately as a class to elect two Board Members for the Fund, one of whom is standing for election at this
meeting. The quorum and voting requirements for the Fund are described in the section below entitled Vote Required and Manner of Voting Proxies.
As of the close of business on the Record Date, the Fund had 15,828,516 common shares and 9,240 preferred shares outstanding and net assets of $788,311,911. Except as set forth below, to the knowledge of the Fund,
as of June 29, 2009, no person was the beneficial owner of five percent or more of a class of the Funds outstanding shares.
Even if you plan to attend the meeting, please sign, date and return the proxy card you receive or provide voting instructions by telephone or over the Internet. If you vote by telephone or over the Internet, you will
be asked to enter a unique code that has been assigned to you, which is printed on your proxy card or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access into the voting
site and confirm that your voting instructions are properly recorded.
All properly executed proxies received prior to the meeting will be voted at the meeting. On any matter coming before the meeting as to which a shareholder has specified a choice on that shareholders proxy, the
shares will be voted accordingly. If a proxy card is properly executed and returned and no choice is specified with respect to the proposal, the shares will be voted
FOR
the proposal. Shareholders who execute proxies or provide
voting instructions by telephone or the Internet may revoke them with respect to the proposal at any time before a vote is taken on the proposal by filing with the Fund a written notice of revocation (addressed to the Secretary of the Fund at the
principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending the meeting and voting in person, in all cases prior to the exercise of the authority granted in the proxy card.
Merely attending the meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such
instructions have been provided.
1
Certain other BlackRock Closed-End Funds will also hold their annual meeting at the place and date stated above. If you were also a shareholder of record on the Record Date of one or more of those other funds, you will
receive a separate proxy statement and proxy card relating to those funds.
Photographic identification
will be required for admission to the meeting. For directions to the meeting,
please contact The Altman Group, Inc., the firm assisting us in the solicitation of proxies at 1-800-820-2412.
The Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the Fund
at 40 East 52nd Street, New York, New York 10022-5911, or by calling toll free at 1-800-441-7762. Copies of annual and semi-annual reports of the Fund are also available on the EDGAR Database on the Securities and Exchange Commissions Internet
site at www.sec.gov.
Please note that only one annual
or semi-annual report or Proxy Statement or Notice of Internet Availability
of Proxy Materials may be delivered to two or more shareholders of the Fund
who share an address, unless the Fund has received instructions to the contrary.
To request a separate copy of an annual report or semi-annual report or this
Proxy Statement or Notice of Internet Availability of Proxy Materials, or for
instructions as to how to request a separate copy of these documents or as to
how to request a single copy if multiple copies of these documents are received,
shareholders should contact the Fund at the address and phone number set forth
above.
YOUR VOTE IS IMPORTANT
To avoid the unnecessary expense of further
solicitation, we urge you to indicate voting instructions on the enclosed
proxy card and, if received by mail, date and sign it and return it promptly
in the envelope provided, or record your voting instructions by telephone
or via the Internet, no matter how large or small your holdings may be.
If you submit a properly executed proxy card but do not indicate how you
wish your shares to be voted, your shares will be voted FOR
the proposal.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE
SHAREHOLDER MEETING TO BE HELD ON AUGUST 26, 2009.
The Proxy Statement is available at
www.proxyonline.com/Blackrock/2009/BTZ.pdf
.
BlackRock Closed-End Funds
100 Bellevue Parkway Wilmington, DE 19809 (800) 441-7762
2
SUMMARY OF PROPOSAL
PROPOSAL 1TO ELECT BOARD MEMBER
NOMINEES
The purpose of Proposal 1 is to elect Board Member nominees for the Fund.
Nominees for the Fund.
The Board of the Fund currently has 12 Board Members. Prior to December 31, 2008, the Board had 13 Board Members. However, on December 31, 2008, Robert S. Salomon, Jr. retired from
the Board pursuant to the Funds mandatory retirement policy, which requires Board Members to retire on December 31 in the year in which they turn 72. Following the retirement of Mr. Salomon, the Board determined to reduce the number of Board
Members from 13 to 12. As such, no person has been nominated to replace Mr. Salomon. The Fund divides its Board Members into three classes: Class I, Class II and Class III and generally only one class of Board Members stands for election each year.
Only the Class II Board Members are standing for election this year. Each Class II Board Member elected at the meeting will serve until the later of 2012 or until his or her successor is elected and qualifies, or until his or her earlier death,
resignation, retirement or removal.
The owners of AMPS are entitled to vote as a separate class to elect two of the Board Members (the AMPS Nominees), one of whom is standing for election at this meeting. This means that owners of common
shares are not entitled to vote in connection with the election of the AMPS Nominees. However, the owners of common shares and the owners of AMPS, voting together as a single class, are entitled to elect the remainder of the Board Member nominees.
Only Frank J. Fabozzi is standing for election this year as an AMPS Nominee.
The Board recommends a vote
FOR
the election of Frank J. Fabozzi, James T. Flynn, Karen P. Robards and Richard S. Davis (the Board Nominees). To vote for the Board Nominees, please vote by telephone
or over the Internet, as described in the proxy card, or complete, date and sign the enclosed proxy card and return it promptly in the enclosed postage-paid envelope. Each of the Board Nominees has consented to being named in this Proxy Statement
and to serve as a Board Member if elected.
Please refer to the table below which identifies the Board Nominees, including any AMPS Nominees, for election to the Board of the Fund.
Biographical Information.
The table below sets forth certain biographical information about the Board Nominees for the Fund in a single location. Please note that only the Class II Board Members are
standing for election for the Fund. Unless otherwise indicated, the address of each Board Member is 40 East 52nd Street, New York, New York 10022-5911. Each Board Nominee was nominated by the Governance and Nominating Committee of the Board of the
Fund. Richard E. Cavanagh was selected to serve as the Chair and Karen P. Robards was selected to serve as the Vice Chair of the Board.
Richard S. Davis and Henry Gabbay are interested persons (as defined in the 1940 Act) of the Fund by virtue of their current or former positions with BlackRock Advisors, LLC, BlackRock Capital Management,
Inc. or BlackRock Financial Management, Inc. (collectively, BlackRock Advisors), each a wholly owned subsidiary of BlackRock, Inc. (BlackRock). All of the closed-end registered investment companies advised by BlackRock
Advisors, including the Fund, are referred to collectively as the Fund Complex.
3
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Name, Address
and Year of Birth
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Position(s)
Held with
the Fund
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Length
of Time
Served*
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Principal Occupation(s)
During Past Five Years
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Number of
BlackRock-
Advised Funds
and Portfolios
Overseen**
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Public
Directorships
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Non-Interested Directors
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Richard E. Cavanagh
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Director/
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2006 to
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Trustee, Aircraft Finance Trust since
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106 Funds
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Arch Chemical
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40 East 52nd Street
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Trustee and
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present
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1999; Director, The Guardian Life
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103 Portfolios
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(chemical and
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New York, NY
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Chairman of
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Insurance Company of America since
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allied
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10022-5911
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the Boards
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1998; Chairman and Trustee,
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products)
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Educational Testing Service since
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1946
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1997; Senior Advisor, The Fremont
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Group since 2008 and Director
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thereof since 1996; Adjunct
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Professor, Harvard University since
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2007; President and Chief Executive
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Officer of The Conference Board, Inc.
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(global business research
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organization) from 1995 to 2007.
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Karen P. Robards (1)
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Director/
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2007 to
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Partner of Robards & Company, LLC
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106 Funds
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AtriCure, Inc.
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40 East 52nd Street
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Trustee, Vice
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present
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(financial advisory firm) since 1987;
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103 Portfolios
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(medical
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New York, NY
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Chair of the
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Co-founder and Director of the Cooke
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devices); Care
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10022-5911
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Boards and
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Center for Learning and Development
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Investment
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Chairperson
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(a not-for-profit organization) since
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Trust, Inc.
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1950
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of the Audit
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1987; Director of Enable Medical
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(health care
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Committee
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Corp. from 1996 to 2005.
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REIT)
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G. Nicholas
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Director/
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2007 to
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Chairman and Chief Executive Officer,
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106 Funds
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None
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Beckwith, III
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Trustee
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present
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Arch Street Management, LLC
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103 Portfolios
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40 East 52nd Street
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(Beckwith Family Foundation) and
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New York, NY
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various Beckwith property companies
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10022-5911
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since 2005; Chairman of the Board of
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Directors, University of Pittsburgh
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1945
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Medical Center since 2002; Board of
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Directors, Shady Side Hospital
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Foundation since 1977; Board of
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Directors, Beckwith Institute for
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Innovation In Patient Care since
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1991; Member, Advisory Council on
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Biology and Medicine, Brown
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University since 2002; Trustee,
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Claude Worthington Benedum
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Foundation (charitable foundation)
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since 1989; Board of Trustees,
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Chatham College since 1981; Board
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of Trustees, University of Pittsburgh
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since 2002; Emeritus Trustee, Shady
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Side Academy since 1977; Chairman
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and Manager, Penn West Industrial
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Trucks LLC (sales, rental and
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servicing of material handling
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equipment) from 2005 to 2007;
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Chairman, President and Chief
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Executive Officer, Beckwith Machinery
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Company (sales, rental and servicing
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of construction and equipment) from
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1985 to 2005; Board of Directors,
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National Retail Properties (REIT) from
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2006 to 2007.
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Kent Dixon
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Director/
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2006 to
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Consultant/ Investor since 1988.
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106 Funds
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None
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40 East 52nd Street
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Trustee and
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present
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103 Portfolios
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New York, NY
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Member of
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|
10022-5911
|
|
the Audit
|
|
|
|
|
|
|
|
|
|
|
Committee
|
|
|
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|
1937
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4
|
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|
|
|
|
|
Name, Address
and Year of Birth
|
|
Position(s)
Held with
the Fund
|
|
Length
of Time
Served*
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
BlackRock-
Advised Funds
and Portfolios
Overseen**
|
|
Public
Directorships
|
|
Frank J. Fabozzi (2)
|
|
Director/
|
|
2006 to
|
|
Consultant/Editor of The Journal of
|
|
106 Funds
|
|
None
|
40 East 52nd Street
|
|
Trustee and
|
|
present
|
|
Portfolio Management since 2006;
|
|
103 Portfolios
|
|
|
New York, NY
|
|
Member of
|
|
|
|
Professor in the Practice of Finance
|
|
|
|
|
10022-5911
|
|
the Audit
|
|
|
|
and Becton Fellow, Yale University,
|
|
|
|
|
|
|
Committee
|
|
|
|
School of Management, since 2006;
|
|
|
|
|
1948
|
|
|
|
|
|
Adjunct Professor of Finance and
|
|
|
|
|
|
|
|
|
|
|
Becton Fellow, Yale University from
|
|
|
|
|
|
|
|
|
|
|
1994 to 2006.
|
|
|
|
|
|
Kathleen F.
|
|
Director/
|
|
2006 to
|
|
President of Economics Studies, Inc.
|
|
106 Funds
|
|
The McClatchy
|
Feldstein
|
|
Trustee
|
|
present
|
|
(private economic consulting firm)
|
|
103 Portfolios
|
|
Company
|
40 East 52nd Street
|
|
|
|
|
|
since 1987; Chair, Board of Trustees,
|
|
|
|
(publishing)
|
New York, NY
|
|
|
|
|
|
McLean Hospital from 2000 to 2008;
|
|
|
|
|
10022-5911
|
|
|
|
|
|
Member of the Board of Partners
|
|
|
|
|
|
|
|
|
|
|
Community Healthcare, Inc. since
|
|
|
|
|
1941
|
|
|
|
|
|
2005; Member of the Corporation of
|
|
|
|
|
|
|
|
|
|
|
Partners HealthCare since 1995;
|
|
|
|
|
|
|
|
|
|
|
Trustee, Museum of Fine Arts, Boston
|
|
|
|
|
|
|
|
|
|
|
since 1992; Member of the Visiting
|
|
|
|
|
|
|
|
|
|
|
Committee to the Harvard University
|
|
|
|
|
|
|
|
|
|
|
Art Museum since 2003.
|
|
|
|
|
James T. Flynn (1)
|
|
Director/
|
|
2007 to
|
|
Chief Financial Officer of JP Morgan &
|
|
106 Funds
|
|
None
|
40 East 52nd Street
|
|
Trustee and
|
|
present
|
|
Co., Inc. from 1990 to 1995.
|
|
103 Portfolios
|
|
|
New York, NY
|
|
Member of
|
|
|
|
|
|
|
|
|
10022-5911
|
|
the Audit
|
|
|
|
|
|
|
|
|
|
|
Committee
|
|
|
|
|
|
|
|
|
1939
|
|
|
|
|
|
|
|
|
|
|
|
Jerrold B. Harris
|
|
Director/
|
|
2007 to
|
|
Trustee, Ursinus College since 2000;
|
|
106 Funds
|
|
BlackRock -
|
40 East 52nd Street
|
|
Trustee
|
|
present
|
|
Director, Troemner LLC (scientific
|
|
103 Portfolios
|
|
Kelso Capital
|
New York, NY
|
|
|
|
|
|
equipment) since 2000.
|
|
|
|
Corp.
|
10022-5911
|
|
|
|
|
|
|
|
|
|
|
|
1942
|
|
|
|
|
|
|
|
|
|
|
|
R. Glenn Hubbard (1)
|
|
Director/
|
|
2006 to
|
|
Dean, Columbia Business School
|
|
106 Funds
|
|
ADP (data and
|
40 East 52nd Street
|
|
Trustee
|
|
present
|
|
since 2004; Columbia faculty member
|
|
103 Portfolios
|
|
information
|
New York, NY
|
|
|
|
|
|
since 1988; Co-Director, Columbia
|
|
|
|
services), KKR
|
10022-5911
|
|
|
|
|
|
Business Schools Entrepreneurship
|
|
|
|
Financial
|
|
|
|
|
|
|
Program from 1997 to 2004; Visiting
|
|
|
|
Corporation
|
1958
|
|
|
|
|
|
Professor, John F. Kennedy School of
|
|
|
|
(finance),
|
|
|
|
|
|
|
Government at Harvard University and
|
|
|
|
Metropolitan
|
|
|
|
|
|
|
the Harvard Business School since
|
|
|
|
Life Insurance
|
|
|
|
|
|
|
1985 and at the University of Chicago
|
|
|
|
Company
|
|
|
|
|
|
|
since 1994; Chairman, U.S. Council
|
|
|
|
(insurance)
|
|
|
|
|
|
|
of Economic Advisers under the
|
|
|
|
|
|
|
|
|
|
|
President of the United States from
|
|
|
|
|
|
|
|
|
|
|
2001 to 2003.
|
|
|
|
|
|
W. Carl Kester
|
|
Director/
|
|
2007 to
|
|
George Fisher Baker Jr. Professor of
|
|
106 Funds
|
|
None
|
40 East 52nd Street
|
|
Trustee and
|
|
present
|
|
Business Administration, Harvard
|
|
103 Portfolios
|
|
|
New York, NY
|
|
Member of
|
|
|
|
Business School; Deputy Dean for
|
|
|
|
|
10022-5911
|
|
the Audit
|
|
|
|
Academic Affairs since 2006; Unit
|
|
|
|
|
|
|
Committee
|
|
|
|
Head, Finance, Harvard Business
|
|
|
|
|
1951
|
|
|
|
|
|
School from 2005 to 2006; Senior
|
|
|
|
|
|
|
|
|
|
|
Associate Dean and Chairman of the
|
|
|
|
|
|
|
|
|
|
|
MBA Program of Harvard Business
|
|
|
|
|
|
|
|
|
|
|
School from 1999 to 2005; Member
|
|
|
|
|
|
|
|
|
|
|
of the faculty of Harvard Business
|
|
|
|
|
|
|
|
|
|
|
School since 1981; Independent
|
|
|
|
|
|
|
|
|
|
|
Consultant since 1978.
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
Name, Address
and Year of Birth
|
|
Position(s)
Held with
the Fund
|
|
Length of
Time
Served*
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
BlackRock-
Advised Funds
and Portfolios
Overseen**
|
|
Public
Directorships
|
Interested Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard S. Davis (1)
|
|
Director/
|
|
2007 to
|
|
Managing Director, BlackRock, Inc.
|
|
175 Funds
|
|
None
|
40 East 52nd Street
|
|
Trustee
|
|
present
|
|
since 2005; Chief Executive Officer,
|
|
285 Portfolios
|
|
|
New York, NY
|
|
|
|
|
|
State Street Research & Management
|
|
|
|
|
10022-5911
|
|
|
|
|
|
Company from 2000 to 2005;
|
|
|
|
|
|
|
|
|
|
|
Chairman of the Board of Trustees,
|
|
|
|
|
1945
|
|
|
|
|
|
State Street Research Mutual Funds
|
|
|
|
|
|
|
|
|
|
|
from 2000 to 2005; Chairman,
|
|
|
|
|
|
|
|
|
|
|
SSR Realty from 2000
to 2004.
|
|
|
|
|
|
Henry Gabbay
|
|
Director/
|
|
2007 to
|
|
Consultant, BlackRock, Inc. from
|
|
175 Funds
|
|
None
|
40 East 52nd Street
|
|
Trustee
|
|
present
|
|
2007 to 2009; Managing Director,
|
|
285 Portfolios
|
|
|
New York, NY
|
|
|
|
|
|
BlackRock, Inc. from 1989 to 2007;
|
|
|
|
|
10022-5911
|
|
|
|
|
|
Chief Administrative Officer,
|
|
|
|
|
|
|
|
|
|
|
BlackRock Advisors, LLC from 1998
|
|
|
|
|
1947
|
|
|
|
|
|
to 2007; President of BlackRock
|
|
|
|
|
|
|
|
|
|
|
Funds and BlackRock Bond Allocation
|
|
|
|
|
|
|
|
|
|
|
Target Shares from 2005 to 2007;
|
|
|
|
|
|
|
|
|
|
|
Treasurer of certain Closed-End Funds
|
|
|
|
|
|
|
|
|
|
|
in the BlackRock fund complex from
|
|
|
|
|
|
|
|
|
|
|
1989 to 2006.
|
|
|
|
|
|
*
|
Board Members serve until their resignation, removal or death, or until
December 31 of the year in which they turn 72.
|
|
|
**
|
For purposes of this chart, Funds refers to the legal investment
companies into which investors invest and Portfolios refers
to the investment programs of the Funds. The BlackRock fund complex is comprised
of 106 Funds. Some of the Funds have the same investment program because
they invest through a master-feeder or parent-subsidiary structure, which
results in the smaller number of Portfolios than Funds.
|
|
|
|
Mr. Davis is an "interested person," as defined in the Investment Company
Act of 1940, of the Fund based on his position with BlackRock, Inc. and
its affiliates. Mr. Gabbay is an "interested person" of the Fund based on
his former positions with BlackRock, Inc. and its affiliates as well as
his ownership of BlackRock, Inc. and PNC securities.
|
|
|
(1)
|
Class II Board Member and Board Nominee.
|
|
(2)
|
AMPS Nominee.
|
|
Compensation.
Information relating to compensation paid to Board Members who are not interested persons, as defined in the 1940 Act, (the Independent Board Members) for the Funds most recent fiscal year is set forth in
Appendix A
.
Equity Securities Owned by the Board Members.
Information relating to the amount of equity securities owned by the Board Members in the Fund, as well as certain other funds in the Fund Complex, as of May 31, 2009 is set forth in
Appendix B
.
Attendance of Board Members at Annual Shareholders Meetings.
It is the policy of the Fund to encourage Board Members to attend the annual shareholders meeting. All of the Board Members of the Fund except Robert S. Salomon, Jr., attended last years annual shareholders meeting.
Board Meetings.
During the most recent full fiscal year for the Fund, the Board met eight times. No incumbent Board Member attended less than 75% of the aggregate number of meetings of the Board and of each committee of the Board on which the Board Member served.
Standing and Other Operating Committees of the Board.
Information relating to the various standing and other operating committees of the Board is set forth in
Appendix C
.
6
In addition to the standing committees identified in
Appendix C
, the Board established an Ad Hoc Committee on AMPS (the AMPS Committee) in March 2008. The current members of the AMPS Committee are:
Richard E. Cavanagh (Chair), Frank J. Fabozzi, Henry Gabbay, W. Carl Kester and Karen P. Robards. Since February 2008, most auction rate preferred shares, including the AMPS, have been unable to hold successful auctions and AMPS holders have
suffered reduced liquidity. The AMPS Committee was formed for the purpose of monitoring issues arising from this recent market turmoil and overseeing efforts to provide liquidity to the AMPS holders. The AMPS
Committee has met sixteen times during the Funds last fiscal year. It is expected that as of the date of the meeting, the total amount of redemptions of auction market preferred shares across the BlackRock Closed-End Funds, including the Fund, will equal
$3.19 billion, which represents approximately 32.5% of all auction market preferred shares outstanding for the BlackRock Closed-End Funds as of February 2008. As of May 31, 2009, the Fund has redeemed $231 million of its auction market
preferred shares, which represents 50% of the Funds issued auction market preferred shares. In addition to these redemptions, the Fund is currently exploring alternative forms of leverage in order to provide liquidity to holders of AMPS,
including, among other things, the development of a put feature for the AMPS or issuing a new form of preferred stock that includes a put feature, which would make each eligible for purchase by money market funds. The Fund is also exploring the
expanded use of additional alternative forms of leverage such as repurchase agreements and credit facilities.
Compliance with Section 16(a)
of the Securities Exchange Act of 1934 (the Exchange Act).
Section 16(a) of the Exchange Act
requires the Funds trustees, executive officers, persons who own more
than ten percent of a registered class of the Funds equity securities,
BlackRock Advisors and certain officers of BlackRock Advisors, to file reports
on holdings of, and transactions in, Fund shares with the Securities and Exchange
Commission (SEC) and to furnish the Fund with copies of all such
reports. Based solely on a review of copies of such reports furnished to the
Fund and representations from these reporting persons, the Fund believes that
its trustees, executive officers, ten percent holders, BlackRock Advisors and
certain officers of BlackRock Advisors met all applicable SEC filing requirements.
Officers of the Fund.
Information about the officers of the Fund, including their year of birth and their principal occupations during the past five years, is set forth in
Appendix E
.
Indemnification of Board Members and Officers.
The governing documents of the Fund generally provide that, to the extent permitted by applicable law, the Fund will indemnify its Board Members and officers
against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Fund unless, as to liability to the Fund or its investors, it is finally adjudicated that they engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices. In addition, the Fund will not indemnify Board Members with respect to any matter as to which Board Members did not act in good faith in the
reasonable belief that his or her action was in the best interest of the Fund or, in the case of any criminal proceeding, as to which Board Members had reasonable cause to believe that the conduct was unlawful. Indemnification provisions contained
in the Funds governing documents are subject to any limitations imposed by applicable law.
The Fund has also entered into
a separate indemnification agreement with the Board Members (the Indemnification
Agreement). The Indemnification Agreement (i) extends the indemnification
provisions contained in the Funds governing documents to Board Members
who leave the Funds Board and serve on an advisory board of a different
fund in the Fund Complex; (ii) sets in place the terms of the indemnification
provisions of the Funds governing documents once a Board Member retires
from the Board; and (iii) in the case of Board Members who left the Board of
the Fund in connection with or prior to the Board consolidation that occurred
two years ago as a result of the merger of BlackRock and Merrill Lynch &
Co., Inc.s investment management business, clarifies that the Fund continues
to indemnify the Board Member for claims arising out of his or her past service
to the Fund.
7
Your Board recommends that you
vote FOR the election of each Board Nominee.
VOTE REQUIRED AND MANNER OF VOTING PROXIES
A quorum of shareholders is required to take action at the meeting. The holders of a majority of the shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum for
purposes of conducting business on such matter. The affirmative vote of a plurality of the shares present at a meeting at which a quorum is present and entitled to vote is necessary to elect each of the respective Board Nominees under Proposal 1 for
the Fund.
Votes cast by proxy or in person at each meeting will be tabulated by the inspectors of election appointed for that meeting. The inspectors of election, who may be employees of the Fund, will determine whether or not a
quorum is present at the meeting. The inspectors of election will treat abstentions and broker non-votes as present for purposes of determining a quorum. Broker non-votes occur when shares held by brokers or nominees, typically in
street name, as to which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or
elects not to exercise discretion on a particular matter. Shares of AMPS of the Fund held in street name may be counted for purposes of establishing a quorum of the Fund if no instructions are received one business day before the meeting
or, if adjourned, one business day before the day to which the meeting is adjourned.
If you hold your shares directly (not through a broker-dealer, bank or other financial institution) and if you return a properly executed proxy card that does not specify how you wish to vote on a proposal, your shares
will be voted FOR the Board Nominees in Proposal 1.
Broker-dealer firms holding shares of the Fund in street name for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on
Proposal 1 before the meeting. The Fund understands that, under the rules of the New York Stock Exchange (the NYSE), such broker-dealer firms may for certain routine matters, without instructions from their customers and
clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firms request for voting instructions. A properly executed proxy card
or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owners shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of the proposal. Beneficial owners who
do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of Proposal 1.
If you hold shares of the Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service
agent may be the record holder of your shares. At the meetings, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or other authorization by a
shareholder that does not specify how the shareholders shares should be voted on a proposal may be deemed to authorize a service provider to vote such shares in favor of the proposal. Depending on its policies, applicable law or contractual or
other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but is not required to, vote such shares in the
same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as echo voting.
If you beneficially own shares that are held in street name through a broker-dealer or that are held of record by a service agent, and if you do not give specific voting instructions for your shares, they
may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer or service agent specific instructions as to how you want your shares to be
voted.
8
Approval of a Board Nominee by shareholders of the Fund will occur only if a sufficient number of votes are cast FOR the Board Nominee at the Funds meeting. Abstentions and broker non-votes will not be
counted as votes cast. Because the Fund requires a plurality of votes to elect each of the Board Nominees, abstentions and broker non-votes will not have an effect on the outcome of Proposal 1.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Board Members, including a
majority of the Independent Board Members, have selected Deloitte & Touche
LLP (D&T) as the independent registered public accounting firm
for the Fund. D&T, in accordance with Independence Standards Board Standard
No. 1 (ISB No. 1), has confirmed to the Audit Committee that it is an independent
registered public accounting firm with respect to the Fund.
No representatives of D&T are
expected to be present at the meeting.
The Audit Committee has discussed
with D&T its independence with respect to the Fund and certain matters required
to be discussed by Statement on Auditing Standard No. 61, as currently modified
or supplemented. The Audit Committee has considered whether the provision of
non-audit services by the Funds independent registered public accounting
firm is compatible with maintaining the independence of that registered public
accounting firm. The Audit Committee also reviews and discusses the audit of
the Funds financial statements with Fund management and the independent
registered public accounting firm. If any material concerns arise during the
course of the audit and the preparation of the audited financial statements
mailed to shareholders and included in the Funds Annual Report to Shareholders,
the Audit Committee would be notified by Fund management or the independent
registered public accounting firm. The Audit Committee received no such notifications
for the Fund. Following the Audit Committees review and discussion of
the Funds independent registered public accounting firm, the Audit Committee
recommended to the Board that the Funds audited financial statements for
the Funds most recently completed fiscal year (the Funds fiscal
year end is October 31) for which audited financial statements are available
be included in the Funds Annual Report to Shareholders.
Appendix F
sets forth for
the Fund the fees billed by the Funds independent registered public accounting
firm for the two most recent fiscal years for all audit and non-audit services
provided directly to the Fund. The fee information in
Appendix F
is presented
under the following captions:
(a) Audit Feesfees related
to the audit and review of the financial statements included in annual reports
and registration statements, and other services that are normally provided
in connection with statutory and regulatory filings or engagements, including
out-of-pocket expenses.
(b) Audit-Related Feesfees
related to assurance and related services that are reasonably related to the
performance of the audit or review of financial statements, but not reported
under Audit Fees, including accounting consultations, agreed-upon
procedure reports, attestation reports, comfort letters, out-of-pocket expenses
and internal control reviews not required by regulators.
(c) Tax Feesfees associated
with tax compliance, tax advice and tax planning, including services relating
to the filing or amendment of federal, state or local income tax returns,
regulated investment company qualification reviews, tax distribution and analysis
reviews and miscellaneous tax advice.
(d) All Other Feesfees
for products and services provided to the Fund other than those reported under
Audit Fees, Audit-Related Fees and Tax Fees.
The Audit Committee is required
to approve all audit engagement fees and terms for the Fund. The Audit Committee
also is required to consider and act upon (i) the provision by any independent
accountant of any non-audit services for the Fund, and (ii) the provision by
any independent
9
accountant of non-audit services to Fund service providers and their affiliates (Affiliated Service Providers) to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. The Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. See
Appendix F
to this Proxy Statement for information about the fees paid to the Funds independent registered public accounting firm by the Fund, its investment advisers and Affiliated Service Providers.
The Audit Committee complies with applicable laws and regulations with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the Fund on an annual basis require specific pre-approval by the Funds Audit Committee. As noted above, the Audit Committee also must approve other non-audit services provided to the Fund and those non-audit services provided to the Funds Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Certain of these non-audit services that the Audit Committee believes are (a) consistent with the SECs auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent registered public accounting firm may be
approved by the Audit Committee without consideration on a specific case-by-case basis (general pre-approval). The Audit Committee is informed of each service
approved subject to general pre-approval at the next regularly scheduled in-person board meeting.
For the Funds two most recent fiscal years, there were no services rendered by D&T to the Fund for which the pre-approval requirement was waived.
The Audit Committee has considered whether the provision of non-audit services that were rendered by D&T to BlackRock Advisors and Affiliated Service Providers that were not pre-approved (not requiring pre-approval) is compatible with maintaining such auditors independence. All services provided by D&T to the Fund, BlackRock Advisors or Affiliated Service Providers that required pre-approval were pre-approved as required.
The Audit Committee of the Fund consists
of the following Board Members:
Karen P. Robards (Chair);
Kent Dixon;
Frank J. Fabozzi;
James T. Flynn; and
W. Carl Kester.
ADDITIONAL INFORMATION
5% Share Ownership
As of June 29, 2009, to the best of the Funds knowledge, the following persons beneficially owned or owned of record 5% or more of the outstanding shares of the class of the Fund indicated in the table below:
|
|
|
|
|
|
Investor
|
Address
|
|
Shares Held
|
|
% Held
|
Bank of America Corporation
|
100 N Tryon St.
|
|
2,981 AMPS
|
|
32.26%
|
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Charlotte NC 28255
|
|
|
|
|
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Citigroup Global Markets Inc.
|
399 Park Avenue
|
|
906 AMPS
|
|
9.81%
|
|
New York, NY 10043
|
|
|
|
|
Submission of Shareholder Proposals
A shareholder proposal intended to be presented at a future meeting of shareholders of the Fund must be received at the offices of the Fund, 40 East 52nd Street, New York, New York 10022-5911, in accordance with the timing requirements set forth below. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.
10
If a shareholder intends to present a proposal at the 2010 annual meeting of shareholders of the Fund and desires to have the proposal included in the Funds proxy statement and form of proxy for that meeting
pursuant to Rule 14a-8 under the Exchange Act, the shareholder must deliver the proposal to the offices of the Fund by March 29, 2010.
Shareholders who do not wish to submit a proposal for inclusion in the Funds proxy statement and form of proxy for the 2010 annual meeting in accordance with Rule 14a-8 may submit a proposal for consideration at
the 2010 annual meeting in accordance with the By-laws of the Fund. The By-laws of the Fund generally require that advance notice be given to the Fund in the event a shareholder desires to transact any business from the floor at an annual meeting of
shareholders, including the nomination of Board Members. Notice of any such business must be in writing and received at the Funds principal executive office between Thursday, April 29, 2010 and Saturday, May 29, 2010. In order for proposals of
shareholders made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received at the Fund's principal executive offices by Saturday, May
29, 2010. If such proposals are not timely within the meaning of Rule 14a-4(c), then proxies solicited by the Board for next years annual meeting may confer discretionary authority to the Board to vote on such proposals. Copies of
the By-laws of the Fund are available on the EDGAR Database on the Securities and Exchange Commissions Internet site at www.sec.gov. The Fund will also furnish, without charge, a copy of its By-laws to a shareholder upon request. Such requests
should be directed to the Fund at 40 East 52nd Street, New York, New York 10022-5911, or by calling toll free at 1-800-441-7762.
Written proposals and notices should be sent to the Secretary of the Fund, 40 East 52nd Street, New York, New York 10022-5911.
Shareholder Communications
Shareholders who want to communicate with the Board or any individual Board Member should write the Fund to the attention of the Secretary, 40 East 52nd Street, New York, New York 10022-5911. Shareholders may
communicate with the Board electronically by sending an email to closedendfundsbod@blackrock.com. The communication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it
will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Chair of the Governance and Nominating Committee and the outside counsel to the Independent Board Members for further
distribution as deemed appropriate by such persons.
Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Funds Chief Compliance Officer (CCO), 40 East 52nd Street, New York, New York 10022-5911.
Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.
Expense of Proxy Solicitation
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement and costs in connection with the solicitation of proxies will be borne by the Fund. Additional out-of-pocket
costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Proxy Statement, also will be borne by the Fund.
Solicitation may be made by mail, telephone, fax, e-mail or the Internet by officers or employees of BlackRock Advisors, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be
requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Fund and BlackRock will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this
Proxy Statement and proxy materials to the beneficial owners of the Funds shares. The Fund and BlackRock have retained The Altman Group, Inc. (Altman), 60 East 42nd Street, Suite 405, New York, New York 10165, a proxy
11
solicitation firm, to assist in the printing and distribution of proxy materials and the solicitation and tabulation of proxies. In addition, Broadridge Financial Solutions, Inc. (Broadridge), 51 Mercedes Way, Edgewood, New York 11717,
will assist the Fund in the distribution of proxy materials. It is anticipated that Altman and Broadridge will be paid approximately $20,000 and $10,000, respectively, for such services (including reimbursements of out-of-pocket expenses).
Altman may solicit proxies personally and by mail, telephone, fax, e-mail or the Internet. The foregoing expenses are not subject to any cap or voluntary agreement to waive fees and/or reimburse expenses that may otherwise apply to the Fund.
Privacy Principles of the Funds
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 we receive from your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) information we receive from visits to our web
sites.
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 inquiries or 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.
General
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the meeting. However, if other matters are properly presented to the meeting for a vote,
the proxies will be voted by the persons named in the enclosed proxy upon such matters in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at the meeting will be available at the offices of the Fund, 40 East 52nd Street, New York, New York 10022-5911, for inspection by any shareholder during regular
business hours beginning ten days prior to the date of the meeting.
Failure of a quorum to be present at any meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of any meeting to permit further solicitation of proxies with
respect to the proposal if they determine that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in
person or by proxy and entitled to vote at the time of the meeting to be adjourned. Any adjourned meeting or meetings may
12
be held without the necessity of another notice. The persons named in the enclosed proxy will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable and in the best interests of the
Funds shareholders. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be treated as shares that are present at the meeting.
Please vote promptly by signing and dating the enclosed proxy card and, if received by mail, returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting
instructions by telephone or over the Internet.
By Order of the Board,
Howard B. Surloff
Secretary of the Fund
July 17, 2009
13
(This page intentionally left blank)
Appendix A
Compensation of the Board Members
The Board Members who are not interested persons, as defined in the 1940 Act, (the Independent Board Members) receive retainer fees which includes meeting fees (up to six meetings per year) for
Board and committee meetings and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Fund does not provide compensation to any Board Member who is an interested person, as defined in the 1940 Act;
provided, however, that Mr. Gabbay, a former employee and consultant of BlackRock, and currently an interested person of the Fund, receives as compensation for his services as a Board Member of the Fund, the other funds in the Fund Complex and other BlackRock-advised funds, an annual retainer of $412,500 allocated to the Fund, the other funds in the Fund Complex and other BlackRock-advised funds, based on their net assets. In addition, Mr. Gabbay receives meeting fees for attendance at board meetings held by two open-end fund complexes. Information regarding compensation, including amounts deferred, paid to the Independent Board Members for the Funds most recent fiscal year is set forth below.
The Fund shall pay a pro rata portion quarterly (based on the relative net assets) of the following Board Member fees paid by the funds in the Fund Complex for which they serve: (i) $250,000 per annum for each
Independent Board Member as a retainer and (ii) $10,000 per day for each Independent Board Member for each special meeting of each board in the Fund Complex for which they serve (i.e., any meeting, whether telephonic or in person, other than one
of the six regularly scheduled meetings of each board per year) attended. Each Independent Board Member shall also be entitled to reimbursement for all of his or her out-of-pocket expenses in attending each meeting of each board and any committee
thereof. Mr. Cavanagh will receive an additional $120,000 per annum from the funds in the Fund Complex for acting as the Chair for each board. Ms. Robards will receive an additional $40,000 per annum from the funds in the Fund Complex for
acting as the Vice Chair for each board. Mr. Fabozzi will receive an additional $20,000 per annum from the funds in the Fund Complex for acting as Chair of each Performance Oversight Committee. Ms. Feldstein will receive an additional
$20,000 per annum from the funds in the Fund Complex for acting as Chair of each Compliance Committee. Mr. Hubbard will receive an additional $10,000 per annum from the funds in the Fund Complex for acting as Chair of each Governance and
Nominating Committee. Mr. Dixon, Mr. Fabozzi, Mr. Flynn, Mr. Kester and Ms. Robards will each receive an additional $25,000 per annum from the funds in the Fund Complex for their service on each Audit Committee. Ms. Robards will receive an
additional $35,000 per annum from the funds in the Fund Complex for acting as the Chair of each Audit Committee. The additional compensation payable to Mr. Cavanagh, Mr. Dixon, Mr. Fabozzi, Ms. Feldstein, Mr. Flynn, Mr. Hubbard, Mr. Kester and
Ms. Robards will be allocated among the funds in the Fund Complex for which they serve based on their relative net assets.
The Independent Board Members have agreed that a maximum of 50% of each Independent Board Members total compensation paid by funds in the Fund Complex may be deferred pursuant to the Fund Complexs deferred
compensation plan. Under the deferred compensation plan, deferred amounts earn a return for the Independent Board Members as though equivalent dollar amounts had been invested in common shares of certain funds in the Fund Complex selected by the
Independent Board Members. This has approximately the same economic effect for the Independent Board Members as if they had invested the deferred amounts in such other funds in the Fund Complex for which they serve. The deferred compensation plan is
not funded and obligations thereunder represent general unsecured claims against the general assets of a fund. A fund may, however, elect to invest in common shares of those funds in the Fund Complex selected by the Independent Board Members in
order to match its deferred compensation obligation. For the year ended December 31, 2008, the Funds supervised by the Boards reimbursed Independent Board Member expenses in an aggregate amount of $72,531.
A-1
The table below sets forth the aggregate compensation paid to each Independent Board Member by the Fund during its most recently completed fiscal year.
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|
|
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|
|
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|
|
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|
|
|
|
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|
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|
|
|
|
Fund
|
Richard E.
Cavanagh
(1)
|
|
Kent
Dixon
(2)
|
|
Frank J.
Fabozzi
(3)
|
|
Kathleen F.
Feldstein
(4)
|
|
R. Glenn
Hubbard
(5)
|
|
G. Nicholas
Beckwith III
(6)
|
|
James T.
Flynn
(6)
|
|
Jerrold B.
Harris
(6)
|
|
W. Carl
Kester
(6)
|
|
Karen P.
Robards
(6)
|
|
Robert S.
Salomon Jr.
(6) (8)
|
BTZ
|
$
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9,642
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|
$
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7,166
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|
$
|
7,688
|
|
$
|
7,036
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|
$
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6,775
|
|
$
|
6,515
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|
$
|
7,166
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|
$
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6,515
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|
$
|
7,166
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|
$
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9,120
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|
$
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7,166
|
Total Compensation from
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|
|
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|
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Fund Complex(7)
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$
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386,803
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$
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287,730
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|
$
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304,055
|
|
$
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273,299
|
|
$
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280,349
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|
$
|
250,000
|
|
$
|
275,000
|
|
$
|
250,000
|
|
$
|
275,000
|
|
$
|
350,000
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|
$
|
275,000
|
Number of Funds in Fund
|
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Complex Overseen by
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|
|
|
|
|
|
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|
|
Board Member
|
|
106
|
|
|
106
|
|
|
106
|
|
|
106
|
|
|
106
|
|
|
106
|
|
|
106
|
|
|
106
|
|
|
106
|
|
|
106
|
|
|
Retired
|
|
(1)
|
Total amount of deferred compensation, including interest,
payable to Board Member is $206,186.54 as of 12/31/08.
|
|
(2)
|
Total amount of deferred compensation, including interest,
payable to Board Member is $132,379.75 as of 12/31/08.
|
|
(3)
|
Total amount of deferred compensation, including interest,
payable to Board Member is $186,033.34 as of 12/31/08.
|
|
(4)
|
Total amount of deferred compensation, including interest,
payable to Board Member is $108,573.76 as of 12/31/08.
|
|
(5)
|
Total amount of deferred compensation, including interest,
payable to Board Member is $395,383.02 as of 12/31/08.
|
|
(6)
|
As of December 31, 2007 the Board Member did not participate
in the deferred compensation plan.
|
|
(7)
|
Represents the aggregate compensation earned by such persons
during the calendar year ended December 31, 2008. Of this amount, Mr. Cavanagh,
Mr. Dixon, Mr. Fabozzi, Ms. Feldstein and Mr. Hubbard deferred $51,800,
$12,730, $9,055, $3,299 and $20,349, respectively, pursuant to the Fund
Complexs deferred compensation plan.
|
|
(8)
|
On December 31, 2008, Robert S. Salomon Jr. retired from
the Board pursuant to the Funds retirement policy which requires Board
Members to resign on December 31 in the year in which they turn 72.
|
A-2
Appendix B
Equity Securities Owned by Board Members
The following table shows the amount of equity securities owned by the Board Members and Board Nominees in the Fund as of May 31, 2009, except as otherwise indicated.
|
|
|
|
|
|
|
|
Name of
Board Member
|
Number of
Shares of
Common
Stock
|
Number
of Shares
of AMPS
|
Aggregate
Dollar Range
of Equity
Securities in
in Each Fund
|
Aggregate
Dollar Range of
Equity Securities
in All Funds
Overseen or To Be
Overseen by the
Board Member
in Fund Complex
|
Number
of Share
Equivalents (1)
|
Aggregate
Dollar Range
of Share
Equivalents
in Each Fund
|
Aggregate
Dollar Range of
Common Stock
and Share
Equivalents
in Fund Complex
|
Interested Board Members:
|
|
|
|
|
|
|
Richard S. Davis
|
|
None
|
|
Over $100,000
|
|
|
over $100,000
|
Henry Gabbay
|
|
None
|
|
Over $100,000
|
|
|
over $100,000
|
Independent Board Members:
|
|
|
|
|
|
|
G. Nicholas Beckwith, III
|
122
|
None
|
$1$10,000
|
$50,001$100,000
|
474
|
$1$10,000
|
over $100,000
|
Richard E. Cavanagh
|
200
|
None
|
$1$10,000
|
$10,001$50,000
|
2,520
|
$10,001
|
over $100,000
|
|
|
|
|
|
|
$50,000
|
|
Kent Dixon
|
2,000
|
None
|
$10,001
|
Over $100,000
|
1,820
|
$10,001
|
over $100,000
|
|
|
|
$50,000
|
|
|
$50,000
|
|
Frank J. Fabozzi
|
100
|
None
|
$1$10,000
|
$10,001$50,000
|
1,974
|
$10,001
|
over $100,000
|
|
|
|
|
|
|
$50,000
|
|
Kathleen F. Feldstein
|
133
|
None
|
$1$10,000
|
$10,001$50,000
|
967
|
$10,001
|
over $100,000
|
|
|
|
|
|
|
$50,000
|
|
James T. Flynn
|
|
None
|
|
$50,001$100,000
|
521
|
$1$10,000
|
over $100,000
|
Jerrold B. Harris
|
121
|
None
|
$1$10,000
|
$50,001$100,000
|
474
|
$1$10,000
|
over $100,000
|
R. Glenn Hubbard
|
134
|
None
|
$1$10,000
|
$50,001$100,000
|
4,516
|
$50,001$100,000
|
over $100,000
|
W. Carl Kester
|
|
None
|
|
Over $100,000
|
284
|
$1$10,000
|
over $100,000
|
Karen P. Robards
|
|
None
|
|
Over $100,000
|
438
|
$1$10,000
|
over $100,000
|
|
(1)
|
Represents, as of May 31, 2009, the approximate number of
share equivalents owned under the deferred compensation plan in each Fund
by certain Independent Board Members who have participated in the deferred
compensation plan. Under the deferred compensation plan BlackRock International
Growth and Income Trust, BlackRock Enhanced Dividend Achievers Trust,
BlackRock Energy and Resources Trust, BlackRock Floating Rating Income Trust,
BlackRock Limited Duration Income Trust, BlackRock Preferred and Equity
Advantage Trust, BlackRock Corporate High Yield Fund VI, Inc. and BlackRock
Preferred Income Strategies Fund, Inc. are eligible investments.
|
As of May 31, 2009, all Board Members, Board Nominees and officers as a group owned less than 1% of the outstanding shares of the Fund for which they are nominated to oversee.
None of the Independent Board Members or their family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock as of May 31, 2009.
B-1
(This page intentionally left blank)
Appendix C
Standing and Other Operating Committees of the Board
The business and affairs of the Fund are managed by or under the direction of its Board. The Board of the Fund has established the following standing and other operating committees.
Audit Committee.
The Board has a standing Audit Committee comprised of Karen P. Robards (Chair), Kent Dixon, Frank J. Fabozzi, James T. Flynn and W. Carl Kester, each of whom is an Independent Board
Member. The primary purposes of the Boards Audit Committee are to assist the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the Fund, the qualifications
and independence of the Funds independent registered public accounting firm, and the Funds compliance with legal and regulatory requirements. The Audit Committee reviews the scope of the Funds audit, accounting and financial
reporting policies and practices and internal controls. The Audit Committee approves, and recommends to the Independent Board Members for their ratification, the selection, appointment, retention or termination of the Funds independent
registered public accounting firms. The Audit Committee also approves all audit and permissible non-audit services provided by the Funds independent registered public accounting firms to its manager or adviser and any affiliated service
providers if the engagement relates directly to the Funds operations and financial reporting of the Fund. A copy of the Audit Committee Charter for the Fund is included in
Appendix D
.
Governance and Nominating Committee.
The Board has a standing Governance and Nominating Committee. The Governance and Nominating Committee is comprised of R. Glenn Hubbard, G. Nicholas Beckwith, III,
Richard E. Cavanagh, Jerrold B. Harris and Kathleen F. Feldstein, each of whom is not an interested person within the meaning of the 1940 Act.
The Governance and Nominating Committee is responsible for, among other things, recommending candidates to fill vacancies on the Board, scheduling and organization of Board meetings, evaluating the structure and
composition of the board and determining compensation of the Funds non-interested Board Members. The Governance and Nominating Committee may consider nominees recommended by a shareholder. Shareholders who wish to recommend a nominee should
send recommendations to the Funds Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Board Members. To have a candidate considered by the Governance
and Nominating Committee, a shareholder must submit the recommendation in writing and must include:
-
the name and record address of the shareholder, the class or series and
number of shares of the Fund which are owned beneficially or of record by
the shareholder, a description of all arrangements or understandings between
the shareholder and each proposed candidate and any other person or persons
(including their names) in connection with which the nomination(s) made
by the shareholder, a representation that the shareholder intends to appear
in person or by proxy at the meeting to nominate the persons named in its
recommendation and any other information relating to the shareholder that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election
of directors/trustees pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder; and
-
the name, age, business address and residential address of the candidate(s),
the principal occupation or employment of the candidate(s), the class or
series and number of shares of the Fund which are owned beneficially or
of record by the candidate(s), if any, and any other information relating
to the candidate(s) that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of
proxies for election of directors/trustees pursuant to Section 14 of the
Exchange Act.
C-1
Such recommendation must be accompanied by a written consent of each proposed candidate to being named as a nominee and to serve as a director/trustee if elected. The Governance and Nominating Committee may also take
into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. A copy of the Governance and Nominating Committee Charter for the Fund is included in
Appendix D
.
Compliance Committee.
The Fund has a Compliance Committee composed of Kathleen F. Feldstein, G. Nicholas Beckwith, III, Richard E. Cavanagh, Jerrold B. Harris and R. Glenn Hubbard, each of whom is not an
interested person within the meaning of the 1940 Act. The Compliance Committee performs those functions enumerated in the Compliance Committee charter, including, but not limited to, supporting the Board Members in acting independently
of BlackRock Advisors in pursuing the best interests of the Fund and its shareholders, receiving information on and, where appropriate, recommending policies concerning the Funds compliance with applicable law, and receiving reports from and
making certain recommendations in respect of the Funds Chief Compliance Officer.
Performance Oversight Committee.
The Fund has a Performance Oversight Committee composed of all of the Independent Board Members. The Performance Oversight Committee acts in accordance with the Performance
Oversight Committee charter. The Performance Oversight Committee performs those functions enumerated in the Performance Oversight Committee charter, including, but not limited to, supporting the Board Members who are not interested
persons, within the meaning of the 1940 Act, of the Fund in acting independently of BlackRock in pursuing the best interests of the Funds and their shareholders, developing an understanding of and reviewing the investment objective, policies
and practices of the Fund, and reviewing with respect to the Fund: (a) whether the Fund has complied with its investment policies and restrictions as reflected in its prospectus and statement of additional information, (b) appropriate benchmarks and
competitive universes, (c) investment performance, (d) unusual or exceptional investment matters, and (e) other matters bearing on the Funds investment results.
Executive Committee.
The Fund has an Executive Committee composed of Messrs. Cavanagh and Davis and Ms. Robards, which acts on behalf of the full Board on certain matters in the interval between meetings
of the Board.
Ad Hoc AMPS Committee.
The Fund has an Ad Hoc AMPS Committee (the AMPS Committee) composed of Messrs. Cavanagh, Fabozzi, Gabbay and Kester and Ms. Robards. Since February 2008, most auction
rate preferred shares, including the AMPS, have been unable to hold successful auctions and AMPS holders have suffered reduced liquidity. The AMPS Committee was formed for the purpose of monitoring issues arising from this recent market turmoil and
overseeing efforts to provide liquidity to the AMPS holders. The AMPS Committee has met sixteen times during the Fund's last fiscal year. It is expected that as of the date of the meeting, the total amount of
redemptions of auction market preferred shares across the BlackRock Closed-End Funds, including the Fund, will equal $3.19 billion, which represents approximately 32.5% of all auction market preferred shares outstanding for the BlackRock
Closed-End Funds as of February 2008. As of May 31, 2009, the Fund has redeemed $231 million of its auction market preferred shares, which represents 50% of the Funds issued auction market preferred shares. In addition to these
redemptions, the Fund is currently exploring alternative forms of leverage in order to provide liquidity to holders of AMPS, including, among other things, the development of a put feature for the AMPS or issuing a new form of preferred stock that
includes a put feature, which would make each eligible for purchase by money market funds. The Fund is also exploring the expanded use of additional alternative forms of leverage such as repurchase agreements and credit
facilities.
C-2
The Governance and Nominating Committee, the Audit Committee, the Compliance Committee, the Performance Oversight Committee, the Executive Committee and the AMPS Committee met the following number of times for the Funds most recent fiscal year:
|
|
|
|
|
|
|
Fiscal Year End
|
Number
of Audit
Committee
Meetings
|
Number of
Governance
and Nominating
Committee
Meetings
|
Number of
Compliance
Committee
Meetings
|
Number of
Performance
Oversight
Committee
Meetings
|
Number of
Executive
Committee
Meetings
|
Number of
Ad Hoc
AMPS
Committee
Meetings
|
31Oct
|
5
|
4
|
5
|
4
|
2
|
16
|
C-3
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Appendix D
Joint Audit Committee Charter
of
the BlackRock Closed-End Trusts
A. Background
Each of the closed-end trusts managed by BlackRock Advisers, LLC or its affiliates (collectively, BlackRock) is referred to as the Fund; the Board of Trustees of the Fund is referred to as the
Board of Director and its members are referred to as the Directors; and the Directors who are not interested persons (as such term is defined in the Investment Company Act of 1940) of the Fund are referred to as
the Independent Directors. The Board of Directors, including at least a majority of the Independent Directors, has adopted this Charter. The Audit Committee is referred to as the Committee.
B. Purposes of the Committee
The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities relating to the accounting and financial reporting policies and practices of the Fund, including:
(1) the integrity of the Funds
financial statements;
(2) the Funds compliance
with legal and regulatory requirements;
(3) the qualifications and independence
of the Funds independent auditors;
(4) the performance of the Funds
internal audit function provided by its investment advisor, administrator,
pricing agent or other service providers; and
(5) preparing for each Fund the
report required to be included in its annual proxy statement, if any, by the
rules of the Securities and Exchange Commission.
C. The Members of the Committee
The Committee shall be composed of at least three members of the Board, each of whom is an Independent Director. No member of the Committee shall directly or indirectly receive any compensation from the Fund, except
compensation for services as a member or officer of the Funds Board or a committee of the Board.(1) Members shall have no relationships with the Fund, BlackRock or the Funds administrator or custodian that may interfere with the exercise
of their independence from management of the Fund. The members and the Committee chair will be elected by the full Board. The Chairman of the Board may designate an acting Chair in the absence of the Chair.
Each member shall be financially literate as the Board interprets such qualification in its business judgment. At least one member shall have accounting or related financial management expertise, as the
Board interprets such qualification in its business judgment. The Board shall determine annually whether any member of the Committee is an audit committee financial expert (ACFE) as defined in Item 3 of Form N-CSR. The Board
may presume that an ACFE has the requisite accounting or related financial management expertise. The designation of a person as an ACFE shall not impose any greater responsibility or liability on that person than the responsibility or liability
imposed on such person as a member of the Committee.
|
(1)
|
For this purpose, compensation includes any compensation paid
by a Fund or a subsidiary for services to a law firm, accounting firm, consulting
firm, investment bank or financial advisory firm in which the Committee
member is a partner, member, executive officer or holds a similar position.
|
D-1
If a member simultaneously serves
on the audit committees of more than three public companies, the Board shall
determine whether such simultaneous service would impair the ability of such
member to effectively serve on the Funds audit committee. The Board has
determined that simultaneous service on the Committee of each Fund shall be
deemed to be equivalent to service on the audit committee of a single public
company for purposes of this requirement and that such service does not impair
the ability of a member to effectively serve on the Committee of any single
Fund.
D. Chair; Functions of the Chair
The Chair will have the following
responsibilities:
(1) The Chair will preside at
all meetings of the Committee. Any designated alternate will preside in the
Chairs absence.
(2) The Chair will be responsible
for reviewing and providing direction on meeting agendas.
(3) The Chair will coordinate
with the chairs of other committees as appropriate.
(4) The Chair will assist in
identifying and bringing to the attention of the Chairman of the Board issues
that should be considered by the Board of Directors, the Independent Directors
or any other committee.
(5) At meetings of the Board
of Directors the Chair will report on the Committees recommendations
on applicable resolutions and on any important actions by or discussions at
the Committee.
E. Meetings and Procedures of the Committee
(1) The Committee will generally
meet on a quarterly basis, or more frequently as called by the Chair. The
Chair or a majority of the members of the Committee may call a special meeting
of the Committee.
(2) The Committee may determine
its own rules of procedure, which shall be consistent with the charter document
of the Fund, the Bylaws of the Fund and this Charter.
(3) A majority of the members
of the Committee, present in person or by means of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can communicate with each other, shall constitute a quorum.
The Committee may take action by written consent if at least the number of
Directors required for approval at a meeting consent to the action in writing
and the written consents are filed with the records of meetings of the Committee,
unless otherwise required by applicable law.
(4) The Committee may request
that any Director, officer or employee of a Fund, or other persons whose advice
and counsel are sought by the Committee, attend any meeting of the Committee
to provide such information as the Committee requests.
(5) The Committee shall cause
to be kept written minutes of its meetings, which minutes shall be maintained
with the books and records of the Fund.
(6) Meetings of the Committee
will be open to all Independent Directors.
F. Duties and Responsibilities
The Committee shall have the following
duties and responsibilities:
(1)
Engagement of Auditors.
The Committee will approve the selection, retention, termination and compensation
of the independent registered public accounting firm (the independent
accountants) for the Fund.
D-2
(2)
Auditor Reporting.
The
Committee will:
(a) Be the representative of
the Fund to which each independent accountant reports.
(b) Have sole authority to
hire and fire any independent accountant of the Fund.
(c) Approve all audit engagement
fees and terms for the Fund.
(d) Consider and act upon (i)
the provision by any independent accountant of any non-audit services for
any Fund, and (ii) the provision by any independent accountant of non-audit
services to Fund service providers and their affiliates to the extent that
such approval (in the case of this clause (ii)) is required under applicable
regulations (the Auditor Independence Regulations) of the Securities
and Exchange Commission. In furtherance of the foregoing, the Committee
may from time to time adopt and provide oversight in respect of policies
and procedures for non-audit engagements by independent accountant of the
Fund.
(3)
Independence of Auditors.
(a) Evaluate the independence
and objectivity of the independent accountant and actively engage in a dialogue
with them regarding matters that might reasonably be expected to affect
their independence; in this connection, the Committee shall ensure receipt
from the independent accountants at least annually of a formal written statement
delineating all the relationships between them and the Fund, consistent
with Independence Standards Board Standard No. 1.
(b) Provide oversight of BlackRocks
hiring policies for employees or former employees of the independent accountants
and receive reports in respect thereof.
(4)
Oversight.
(a) Meet with the Funds
independent accountants, at least twice a year and more often if in its
discretion, to review the conduct and results of each audit and discuss
the Funds audited and unaudited financial statements; and in this
connection discuss the matters stated in SAS 61 Communications with
Audit Committees, as amended, and any other communications required
to be discussed with the Committee pursuant to applicable laws, regulations,
listing agreements and rules of any applicable SRO.
(b) Discuss with BlackRock
its policies with respect to risk assessment and risk management.
(c) Meet periodically with
the Funds independent accountants, the Funds principal executive
officer and the Fund principal financial officer, and internal auditors
in separate executive sessions as the Committee deems necessary or advisable.
(d) Review any issues raised
by the independent accountants or management regarding the accounting or
financial reporting policies and practices of the Fund, its internal controls,
and, as appropriate, the internal controls of certain service providers
and managements response; evaluate the independent auditors
qualifications and performance (including the performance of the lead partner);
resolve disagreements between management and the independent accountants
regarding financial reporting.
(e) Provide oversight of procedures
for the receipt, retention and treatment of complaints received by the Fund
relating to accounting, internal accounting controls, or auditing matters,
and the confidential, anonymous submission by employees of the Fund and
its affiliates and service providers of concerns about accounting or auditing
matters pertaining to the Fund.
(f) Provide oversight in respect
of reports from attorneys or auditors of possible violations of federal
or state law or fiduciary duty.
D-3
(g) Provide oversight in respect
of any legal matters brought to the Committees attention that may
have a material impact on the Funds financial statements and any material
reports or inquiries received from regulators or governmental agencies.
These matters may also be reviewed by the Compliance Committee.
(h) Receive reports at least
annually from each independent accountant engaged by the Fund describing
(i) the firms internal quality-control procedures; (ii) any material issues
raised by the most recent internal quality-control review, or peer review,
of the firm, or by an inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more independent
audits carried out by the firm and any steps taken to deal with any such
issues; and (iii) (to assess the auditors independence) all relationships
between the independent auditor and the Fund.
(i) Discuss generally financial
information provided to ratings agencies.
(j) Authorize and oversee investigations
into any matters within the Committees scope of responsibilities or
as specifically delegated to the Committee by the Board.
(5)
Reports.
(a) Prepare and approve the
audit committee report required by Item 306 of Regulation S-K for proxy
statements relating to the election of directors/trustees.
(b) Report to the Board on
a regular basis.
(6)
Other.
Take such
other actions as the Committee deems necessary or desirable to fulfill its
purpose as described above.
G. Resources
The Committee may retain independent
legal counsel or other advisers as it determines to be necessary or advisable
to perform its duties. The Fund shall provide appropriate funding (as determined
by the Committee) for the Committee to carry out its duties and its responsibilities,
including:
(1) for payment of compensation
to the Funds independent accountants or any other public accounting
firm providing audit, review or attest services for the Fund;
(2) for payment of compensation
to any special counsel and other advisors employed by the Committee;
(3) for the ordinary administrative
expenses of the Committee; and
(4) for continuing education
programs to enable Committee members to keep abreast of industry and regulatory
development and to gain continuing insights to best practices of audit committees.
In performing its duties the Committee may consult, as it deems appropriate, with the members of the Board, officers and employees of the Fund, the investment adviser, the Funds counsel and the Funds other
service providers.
H. Self-Assessment; Amendment of Charter
The Committee shall, on an annual basis, assess its performance. The Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope. The independence of
Committee members and satisfaction of the requirements to serve on the Committee shall be affirmed annually.
D-4
The Committee shall report to the Board on an annual basis on the results of its evaluation, including any recommended amendments to this Charter, and any recommended changes to the Funds or the Boards
policies or procedures.
The Committee may from time to time recommend to the Board such amendments to this Charter as the Committee determines to be necessary or appropriate.
Note: Solely for the sake of clarity and simplicity, this Joint Audit Committee Charter has been drafted as if there is a single Fund, a single Performance Oversight Committee, a single Audit Committee, a single
Governance and Nominating Committee, a single Compliance Committee and a single Board. The terms Performance Oversight Committee, Audit Committee, Governance and Nominating Committee, Compliance
Committee and Board mean each Performance Oversight Committee, Audit Committee, Governance and Nominating Committee, Compliance Committee and Board as it relates to its
respective Fund, unless the context otherwise requires. Each Performance Oversight Committee, Audit Committee, Governance and Nominating Committee, Compliance Committee and Board of each Fund shall act separately and in the best interests of its
respective Fund.
D-5
Joint Governance and Nominating Committee Charter
of the BlackRock Closed-End Trusts
A. Background
Each of the closed-end trusts managed by BlackRock Advisers, LLC or its affiliates (collectively, BlackRock) is referred to as the Fund; the Board of Directors of the Fund is referred to as the
Board of Directors and its members are referred to as the Directors; and the Directors who are not interested persons (as such term is defined in the Investment Company Act of 1940) of the Fund are referred to as
the Independent Directors. The Board of Directors, including at least a majority of the Independent Directors, has adopted this Charter. The Governance and Nominating Committee is referred to as the Committee
B. Purpose of the Committee
The purposes of the Committee are
to:
(1) support the Independent Directors
in pursuing the best interests of the Fund and its shareholders,
(2) identify individuals qualified
to serve as Independent Directors,
(3) advise the Board of Directors
with respect to Board composition, procedures and committees (other than the
Audit Committee),
(4) oversee periodic self-assessments
of the Board of Directors and committees of the Board of Directors (other
than the Audit Committee),
(5) monitor corporate governance
matters and make recommendations in respect thereof to the Board of Directors,
(6) act as the administrative
committee with respect to Board of Directors policies and procedures, committee
policies and procedures (other than the Audit Committee) and codes of ethics
as they relate to Independent Directors,
(7) Review and make recommendations
in respect of Independent Director Compensation.
C. Composition of the Committee
The Committee will have at least three members, all of whom will be Independent Directors. The members and the Chair of the Committee will be determined annually by vote of the Independent Directors. The Chairman of the
Board may designate an acting chair in the absence of the Chair.
D. Chair; Functions of the Chair
The Chair will have the following
responsibilities:
(1) The Chair will preside at
all meetings of the Committee. Any designated alternate will preside in the
Chairs absence.
(2) The Chair will be responsible
for reviewing and providing direction on meeting agendas.
(3) The Chair will coordinate
with the chairs of other committees as appropriate.
(4) The Chair, reflecting the
views of Committee members, will engage BlackRock in a dialogue on the scope
and contents of materials furnished to the Committee.
(5) The Chair will assist in
identifying and bringing to the attention of the Chairman of the Board issues
that should be considered by the Board of Directors, the Independent Directors
or any other committee.
D-6
(6) At meetings of the Board
of Directors the Chair will report on the Committees recommendations
on applicable resolutions and on any important actions by or discussions at
the Committee.
(7) The Chair will coordinate
with counsel for the Funds on matters requiring legal advice, and will coordinate
with counsel to the Independent Directors on matters involving conflicts of
interest with BlackRock.
E. Meetings and Procedures of the Committee
(1) The Committee will generally
meet on a quarterly basis, or more frequently as called by the Chair. The
Chair or a majority of the members of the Committee may call a special meeting
of the Committee.
(2) The Committee may determine
its own rules of procedure, which shall be consistent with the charter document
of the Fund, the Bylaws of the Fund and this Charter.
(3) A majority of the members
of the Committee, present in person or by means of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can communicate with each other, shall constitute a quorum.
The Committee may take action by written consent if at least the number of
Directors required for approval at a meeting consent to the action in writing
and the written consents are filed with the records of meetings of the Committee,
unless otherwise required by the Funds charter, bylaws or applicable
law.
(4) The Committee may request
that any Director, officer or employee of a Fund, or other persons whose advice
and counsel are sought by the Committee, attend any meeting of the Committee
to provide such information as the Committee requests.
(5) The Committee shall cause
to be kept written minutes of its meetings, which minutes shall be maintained
with the books and records of the Fund.
(6) Meetings of the Committee
will be open to all Independent Directors.
F. Particular Actions of the Committee
(1)
Board Candidates and Nominees.
The Committee shall have the following goals and responsibilities with
respect to Board candidates and nominees:
(a) Make recommendations as
to the Independent Directors criteria for evaluating potential nominees.
(The present criteria are attached as Annex A.)
(b) Recommend Independent Director
nominees for election by the shareholders or appointment by the Board. In
assessing candidates for the office of Independent Director the Committee
shall give appropriate weight to the criteria referred to in clause (a).
(c) Review the suitability
for continued service as a director of each Independent Director when his
or her term expires and at such other times as the Committee deems necessary
or appropriate, and to recommend whether or not the Independent Director
should be re-nominated.
(2)
Board Composition and
Procedures.
The Committee shall have the following goals and responsibilities
with respect to the composition and procedures of the Board as a whole:
(a) Review periodically with
the Board the size and composition of the Board as a whole and recommend,
if necessary, measures to be taken so that the Board reflects the appropriate
balance of knowledge, experience, skills, expertise and diversity required
for the Board as a whole and contains at least the minimum number of Independent
Directors required by law.
D-7
(b) Make recommendations on
the frequency and structure of Board meetings.
(c) Make recommendations concerning
any other aspect of the procedures of the Board that the Committee considers
warranted.
(d) Make recommendations on
the requirements for, and means of, Board orientation and training.
(e) Act as the administrative
committee under the Trustees Fee Deferral Plan.
(f) Make recommendations as
to the Independent Directors compensation.
(3)
Corporate Governance.
The following shall be the goals and responsibilities of the Committee
with respect to governance matters:
(a) Consider any corporate
governance issues that arise from time to time, and to develop appropriate
recommendations for the Board giving appropriate weight to relevant factors
including industry best practices.
(b) Monitor compliance with,
and act as the administrative committee with respect to, the provisions
of the Code of Ethics pursuant to Rule 17j-1(c) under the 1940 Act as they
apply to the Independent Directors.
(c) Provide oversight of Fund
counsel.
(4)
Board Committees.
The
following shall be the goals and responsibilities of the Committee with respect
to the committee structure of the Board. The following provisions shall not
apply to the Audit Committee, which will be supervised by the Board:
(a) Make recommendations to
the Board regarding the size and composition of each committee of the Board,
including the identification of individuals to serve as members of a committee,
and recommend individual Directors to fill any vacancy that might occur
on a committee.
(b) Monitor the functioning
of the committees of the Board and to make recommendations for any changes,
including the creation or elimination of committees, the orientation of
committee members, the annual review performed, if any, by each committee.
(c) Recommend that the Board
establish such special committees as may be desirable or necessary from
time to time.
(5)
Self-Assessment of the
Board.
The Committee shall be responsible for overseeing the annual self-
assessment of the Board. The Committee shall address all matters that the
Committee considers relevant to the Boards performance.
The Committee shall report to the
Board on the results of its evaluation, including any recommended amendments
to the principles of corporate governance, and any recommended changes to the
Funds or the Boards policies or procedures.
G. Self-Assessment of the Committee
The Committee shall, on an annual
basis, assess its performance. The Committee shall address matters that the
Committee considers relevant to its performance.
The Committee shall report to the
Board on an annual basis on the results of its evaluation, including any recommended
amendments to this Charter, and any recommended changes to the Funds or
the Boards policies or procedures. This report may be written or oral.
D-8
The Committee may from time to time recommend to the Board such amendments to this Charter as the Committee determines to be necessary or appropriate.
H. Consultants; Investigations and Studies; Outside Advisers
The Committee will have authority, upon consultation with the Chairman of the Board, to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. The Committee may
conduct or authorize investigations into or studies of matters within the Committees scope of responsibilities, and may retain, at the Funds expense, such independent counsel or other advisers as it deems necessary. The Committee may
call upon the Funds independent accountants (with the concurrence of the Audit Committee) or other third parties for such fact-finding and analysis as may be appropriate in light of the objectives of this Charter.
Note: Solely for the sake of clarity and simplicity, this Joint Governance and Nominating Committee Charter has been drafted as if there is a single Fund, a single Performance Oversight Committee, a single Audit
Committee, a single Governance and Nominating Committee, a single Compliance Committee and a single Board. The terms Performance Oversight Committee, Audit Committee, Governance and Nominating Committee, and
Compliance Committee and Board mean each Performance Oversight Committee, Audit Committee, Governance and Nominating Committee and Compliance Committee and Board as
it relates to its respective Fund, unless the context otherwise requires. Each Performance Oversight Committee, Audit Committee, Governance and Nominating Committee and Compliance Committee and Board of each Fund shall act separately and in the best
interests of its respective Fund.
D-9
Annex A
Statement of Policy on Criteria
for Selecting Independent Directors
The Governance, Nominating and Compliance Committee has adopted this Statement of Policy to memorialize its views as to the appropriate criteria for selecting Independent Directors of the Fund.
A. The Governance, Nominating and Compliance Committee expects that all candidates will have the following characteristics:
-
Unquestioned personal integrity.
-
The candidate may not be an interested person of BlackRock
or its affiliates within the meaning of the Investment Company Act of 1940.
-
The candidate should have no material relationship that could create an
appearance of lack of independence in respect of BlackRock and its affiliates.
Material relationships can include commercial, industrial, banking, consulting,
legal, accounting, charitable and familial relationships (among others).
-
The candidate needs the disposition to act independently in fact in respect
of BlackRock and its affiliates. It is expected that Independent Directors
will play an active and, if necessary, an adversarial role in pursuing the
best interests of the Fund and shareholders.
-
The candidate needs to be able to attend six meetings per year. The effect
of this requirement is to limit the number of other boards on which a candidate
can participate.
-
The candidate needs to have demonstrated sound business judgment gained
through broad experience in significant positions where the candidate has
dealt with management, technical, financial or regulatory issues.
-
The candidate should have sufficient financial or accounting knowledge
to add value in the complex financial environment of the Fund.
-
Candidates should have experience on corporate and other boards. This
helps assure that they have other exposure to current governance issues
and business practices. Candidates should not, however, have board memberships
or other relationships that could result in business or regulatory conflicts
with the Fund.
-
The candidate needs the capacity for the hard work and attention to detail
that is required in light of the Funds complex regulatory, operational
and marketing setting.
B. The following characteristics
are desirable, but not mandatory:
-
The candidate should have the ability to serve seven or more years before
reaching mandatory retirement age.
-
The candidate should have diversity of interests evidenced by participation
in community, charitable or other similar activities.
C. The following are desirable
characteristics of the Independent Directors as a group:
-
The Independent Directors will generally be drawn from the ranks of respected
and accomplished senior business, government, professional and academic
leaders.
-
The Independent Directors will strive to achieve diversity in terms of
gender, race and geographic location.
-
The Independent Directors as a whole should reflect a diversity of experience.
At least one Independent Director will be a financial expert,
as such term is defined by the SEC. The Governance, Nominating and Compliance
Committee will strive to achieve a balance of experience of Independent
Directors in respect of industries, management roles and other experience.
D-10
Appendix E
Officers of the Fund
The officers of the Fund, their year of birth and their principal occupations during the past five years (their titles may have varied during that period) are shown in the tables below. The address of each officer is c/o BlackRock, Inc., 40 East 52nd Street, New York, New York 10022-5911.
Officers receive no compensation from the Fund, although they may be reimbursed for reasonable travel expenses for attending meetings of the Board.
Each officer is an interested
person of the Fund, as defined in the 1940 Act, by virtue of that individuals
position with BlackRock or its affiliates described in the table below.
Information Pertaining to the Officers
|
|
|
|
|
|
|
Name, Address
and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Length of
Time Served
|
|
Principal Occupations(s)
During Past 5 Years
|
Donald C. Burke
|
|
President and
|
|
Since 2007
|
|
Managing Director of BlackRock, Inc. since 2006;
|
40 East 52nd Street
|
|
Chief Executive
|
|
|
|
Managing Director of Merrill Lynch Investment
Managers,
|
New York, NY
|
|
Officer
|
|
|
|
L.P. (MLIM) and Fund Asset Management,
L.P. (FAM)
|
10022-5911
|
|
|
|
|
|
in 2006, First Vice President thereof from
1997 to 2005,
|
|
|
|
|
|
|
Treasurer thereof from 1999 to 2006.
|
1960
|
|
|
|
|
|
|
|
Anne F. Ackerley
|
|
Vice President
|
|
Since 2007
|
|
Managing Director of BlackRock, Inc. since 2000;
|
40 East 52nd Street
|
|
|
|
|
|
Chief Operating Officer of BlackRocks
Account
|
New York, NY
|
|
|
|
|
|
Management Group (AMG) since 2009; Chief Operating
|
10022-5911
|
|
|
|
|
|
Officer of BlackRocks U.S. Retail Group
from 2006 to
|
|
|
|
|
|
|
2009; Head of BlackRocks Mutual Fund Group
from
|
1962
|
|
|
|
|
|
2000 to 2006.
|
|
Neal J. Andrews
|
|
Chief Financial
|
|
Since 2007
|
|
Managing Director of BlackRock, Inc. since 2006;
Senior
|
40 East 52nd Street
|
|
Officer
|
|
|
|
Vice President and Line of Business Head of Fund
|
New York, NY
|
|
|
|
|
|
Accounting and Administration at PNC Global Investment
|
10022-5911
|
|
|
|
|
|
Servicing (U.S.) Inc. (formerly PFPC Inc.) from
1992 to
|
|
|
|
|
|
|
2006
|
1966
|
|
|
|
|
|
|
|
Jay M. Fife
|
|
Treasurer
|
|
Since 2007
|
|
Managing Director of BlackRock, Inc. since 2007
and
|
40 East 52nd Street
|
|
|
|
|
|
Director in 2006; Assistant Treasurer of MLIM/FAM-
|
New York, NY
|
|
|
|
|
|
advised Funds from 2005 to 2006; Director of MLIM
|
10022-5911
|
|
|
|
|
|
Fund Services Group from 2001 to 2006.
|
1970
|
|
|
|
|
|
|
|
Brian P. Kindelan
|
|
Chief
|
|
Since 2007
|
|
Chief Compliance Officer of the BlackRock-advised
Funds
|
40 East 52nd Street
|
|
Compliance
|
|
|
|
since 2007; Managing Director and Senior Counsel
of
|
New York, NY
|
|
Officer
|
|
|
|
BlackRock, Inc. since 2005; Director and Senior
Counsel
|
10022-5911
|
|
|
|
|
|
of BlackRock Advisors, Inc. from 2001 to 2004.
|
1959
|
|
|
|
|
|
|
|
Howard B. Surloff
|
|
Secretary
|
|
Since 2007
|
|
Managing Director of BlackRock, Inc. and General
|
40 East 52nd Street
|
|
|
|
|
|
Counsel of U.S. Funds at BlackRock, Inc. since
2006;
|
New York, NY
|
|
|
|
|
|
General Counsel (U.S.) of Goldman Sachs Asset
|
10022-5911
|
|
|
|
|
|
Management, L.P. from 1993 to 2006.
|
1965
|
|
|
|
|
|
|
E-1
(This page intentionally left blank)
Appendix F
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees
to Independent Registered Public Accountants
Audit Fees and Audit-Related Fees
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
Audit-Related Fees
|
Fiscal Year End
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior
to Most
Recent Fiscal
Year End ($)
|
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior
to Most
Recent Fiscal
Year End ($)
|
31-Oct
|
45,500
|
|
46,200
|
|
3,500
|
|
0
|
|
|
Tax Fees
|
|
All Other Fees
|
Fiscal Year End
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior
to Most
Recent Fiscal
Year End ($)
|
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior
to Most
Recent Fiscal
Year End ($)
|
31-Oct
|
6,100
|
|
6,100
|
|
1,049
|
|
1,042
|
Fees for non-audit services provided to the Funds Affiliated Service
Providers for which pre-approval by the Audit Committee was required:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit-Related Fees ($)
|
|
Audit-Related Fees
|
|
All Other Fees ($)
|
Fiscal Year End
|
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior
to
Most Recent
Fiscal
Year
End ($)
|
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior
to
Most Recent
Fiscal
Year
End ($)
|
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior
to
Most Recent
Fiscal
Year
End ($)
|
31-Oct
|
|
405,000
|
|
284,500
|
|
0
|
|
0
|
|
0
|
|
0
|
Aggregate non-audit fees for services provided to the Fund, its investment adviser, and its Affiliated Service Providers, regardless of whether pre-approval was required:
|
|
|
|
|
Aggregate Non-Audit Fees ($)
|
Fiscal Year End
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior
to Most
Recent Fiscal
Year End ($)
|
31-Oct
|
415,649
|
|
291,642
|
F-1
Important Notice Regarding the Availability of
Proxy Materials for the Annual Shareholder
Meeting to Be Held on August 26, 2009
BlackRock Closed-End Funds
Registration Here
(For formatting: top of this box should be at lateral marker 2)
The control number below will allow you to
access proxy information for all investments
connected with this Meeting.
YOUR PROXY CONTROL NUMBER
|
123456789XXX
Dear Shareholder,
|
July
17, 2009
|
This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet and by other means
described below. We encourage you to access and review all of the important
information contained in the proxy materials before voting. The proxy materials
available to you include a proxy statement and a proxy card.
A proxy statement is available at www.proxyonline.com.
If you want to receive a paper or e-mail copy of these documents,
you must request one. There is no charge to you for requesting a copy. Please
make your request for a copy as instructed below on or before August 18, 2009
to facilitate timely delivery.
The Annual Meeting of Shareholders will be held at the offices
of BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52
nd
Street,
11
th
Floor, New York, New York 10055 on Wednesday, August 26, 2009,
at 1:30 p.m. (Eastern time). That Meeting will be held for the following purposes:
|
1.
|
To elect nominees to the Funds Board of Trustees; and
|
|
|
2.
|
To transact such other business as may properly come before
the Meeting or any adjournment thereof.
|
The Board of Trustees recommends a vote
FOR
all Board
Nominees.
You may attend the Meeting and vote your shares at that time.
If you cannot attend or do not wish to attend the Meeting, please obtain proxy
materials via one of the methods listed below and cast your vote promptly so
that your shares may be represented.
Thank you in advance for your participation.
Sincerely,
Howard B. Surloff
Secretary of the Fund
Please address any correspondence
regarding this matter to:
BlackRock Closed-End Funds,
P.O. Box 238
Lyndhurst, NJ
07021-9902
|
All proxy materials including the proxy statement can be obtained
using one of the methods listed below.
|
|
|
|
|
INTERNET
|
|
E-MAIL
|
|
PHONE
|
|
Log-on to the secure voting site
www.proxyonline.com
using the control number listed above. There you may review the proxy
materials, request a hard copy of the materials and/or enter your voting
instructions. There you may also indicate your instructions to receive
all
future proxy materials from this issuer
via mail or e-mail.
|
|
To request a copy of the proxy materials send
an e-mail with your
control number
in the subject line to:
mailproxy@proxyonline.com
(To receive hard copies via the mail)
or
emailproxy@proxyonline.com
(To receive electronic copies via e-
mail)
. To elect either
method above for
all future proxy materials from this issuer
please
type
Permanent Request
in the body of the e-mail.
|
|
Call toll-free
1-800-820-2412
and reference
the control number listed above to request a copy of the proxy materials.
Proxy representatives will be ready to assist you Monday through Friday
9 a.m. to 10 p.m. Eastern time.
|
|
|
|
|
|
|
|
SHAREHOLDER PRIVACY:
Please note that no personal information
other than the control number listed above is required to request proxy materials
and/or issue your proxy voting instructions.
If you have any questions about obtaining proxy materials, please
contact us at the number above.
BLACKROCK CLOSED-END FUNDS
**
IMPORTANT NOTICE **
Regarding the Availability of Proxy Materials
You are receiving this communication because you hold shares
in one of the BlackRock Closed-End Funds, and the materials you should review
before you cast your vote are now available.
This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. We encourage you
to access and review all of the important information contained in the proxy
materials before voting.
Shareholder Meeting to be held on 08/26/09
Proxy Materials Available
Proxy Statement & Proxy Card
PROXY MATERIALS - VIEW OR RECEIVE
You can choose to view the materials online or receive a paper
or e-mail copy. There is NO charge for requesting a copy. Requests, instructions
and other inquiries will NOT be forwarded to your investment advisor.
To facilitate timely delivery please make the request as instructed
below on or before 08/18/09.
HOW TO VIEW MATERIALS VIA THE INTERNET
Have the 12 Digit Control Number(s) available and visit: www.proxyvote.com
HOW TO REQUEST A COPY OF MATERIALS
1)
|
BY INTERNET - www.proxyvote.com
|
2)
|
BY TELEPHONE - 1-800-579-1639
|
3)
|
BY E-MAIL* - sendmaterial@proxyvote.com
|
*If requesting materials by e-mail, please send a blank e-mail
with the 12 Digit Control Number (located on the following page) in the subject
line.
See the Reverse Side for Meeting Information and Instructions
on How to Vote
|
|
Meeting Information
|
|
|
Meeting Type:
|
Annual
|
Meeting Date:
|
08/26/09
|
Meeting Time:
|
1:30 p.m. (Eastern time)
|
For holders as of:
|
06/29/09
|
Meeting Location
:
BlackRock Advisors, LLC
11
th
Floor
Park Avenue Plaza
55 East 52
nd
Street
New York, NY 10055
Directions to the meeting can be obtained by writing the Fund
at 40 East 52nd Street, New York, New York 10022-5911, or by calling toll free
at 1-800-441-7762.
How To Vote
Vote In Person
Many shareholder meetings have attendance requirements including,
but not limited to, the possession of an attendance ticket issued by the entity
holding the meeting. Please check the meeting materials for any special requirements
for meeting attendance.
Vote By Internet
To vote
now
by Internet, go to
WWW.PROXYVOTE.COM.
Please refer to the proposals and follow the instructions.
Voting items
The Board Members responsible for your fund recommend that you
vote For the proposal.
1.
|
TO ELECT BOARD MEMBER NOMINEES
|
|
|
01)
|
Richard S. Davis
|
|
|
02)
|
Frank J. Fabozzi
|
|
|
03)
|
James T. Flynn
|
|
|
04)
|
Karen P. Robards
|
|
Voting Instructions
|
BlackRock Preferred and Equity Advantage Trust
Common Shares
Proxy Ballot for Annual Meeting of Shareholders
August 26, 2009
|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Anne Ackerley, Brendan Kyne and
Jay Fife, and each of them, as proxies, each with the power to appoint his or
her substitute, and hereby authorizes them to represent and to vote, as designated
on the reverse side hereof, all of the shares of the above named fund held of
record by the undersigned on June 29, 2009 at the Annual Meeting of Shareholders
of the Fund to be held on August 26, 2009 or at any adjournments or postponements
thereof.
|
|
|
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE BOARD NOMINEES.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY
PROPERLY BE PRESENTED TO THE MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.
|
PLEASE FOLD HERE AND RETURN ENTIRE BALLOT DO NOT DETACH
-------------------------------------------------------------------------------------------------------------------------------------------
BlackRock Preferred and Equity Advantage Trust
Proxy Ballot for Annual Meeting of Shareholders August
26, 2009
Vote by Phone, by Mail or via the Internet!
|
|
CALL:
|
To vote your proxy by phone, call
1-866-437-4675
and enter the 12-digit control number found on the reverse side of this
Proxy Ballot. This touchtone voting line is available 24 hours a day, seven
days a week.
|
|
LOG-ON:
|
To vote on the Internet go to
www.proxyonline.com
and enter the 12-digit control number found on the reverse side of this
Proxy Ballot.
|
|
MAIL:
|
To vote your proxy by mail, check the
appropriate
voting box on the reverse side of this Proxy Ballot, sign and date the ballot
and return it in the enclosed postage-paid envelope or mail to: The Altman
Group, P.O. Box 238, Lyndhurst, NJ 07071.
|
Please be sure to sign and date this proxy. Please sign exactly
as your name appears on this proxy. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
Please mark your vote on the reverse of this Proxy Ballot.
_________________________________________
Shareholder sign here
_________________________________________
Joint owner sign here
_________________________________________
Date:
IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY. EVERY SHAREHOLDERS
VOTE IS IMPORTANT.
BLACKROCK PREFERRED AND EQUITY ADVANTAGE TRUST
CONTROL NUMBER
WE NEED YOUR PROXY VOTE AS SOON AS POSSIBLE. YOUR PROMPT
ATTENTION TO THIS MATTER WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION.
THE PROXY BALLOT MUST BE
SIGNED AND DATED ON THE REVERSE SIDE
FOR YOUR INSTRUCTIONS TO BE COUNTED AND WILL BE VOTED IN THE MANNER INDICATED,
OR IF NO INSTRUCTION HAS BEEN INDICATED BELOW, A VOTE WILL BE CAST FOR
EACH NOMINEE. PLEASE COMPLETE AND RETURN THIS PROXY BALLOT PROMPTLY.
PLEASE MARK THE BOXES BELOW IN BLUE OR BLACK
INK
.
To vote the proxy for
all nominees in the same manner
,
please use the boxes below.
|
|
|
|
|
|
FOR ALL
|
ABSTAIN ALL
|
|
|
|_|
|
|_|
|
|
|
To vote for each nominee
individually
,
please use these boxes.
|
|
|
|
1. TO ELECT BOARD MEMBER NOMINEES
|
FOR
|
ABSTAIN
|
(1) Richard S. Davis
|
|
|_|
|
|_|
|
(2) James T. Flynn
|
|
|_|
|
|_|
|
(3) Karen P. Robards
|
|
|_|
|
|_|
|
|
(BARCODE HERE)
|
(TAGID HERE)
|
(CUSIP HERE)
|
|
|
|
|
|
|
|
BLACKROCK PREFERRED AND EQUITY ADVANTAGE
TRUST
AMPS
Proxy Ballot for Annual Meeting of Shareholders
August 26, 2009
|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Anne Ackerley, Brendan Kyne and
Jay Fife, and each of them, as proxies, each with the power to appoint his or
her substitute, and hereby authorizes them to represent and to vote, as designated
on the reverse side hereof, all of the shares of the above named fund held of
record by the undersigned on June 29, 2009 at the Annual Meeting of Shareholders
of the Fund to be held on August 26, 2009 or at any adjournments or postponements
thereof.
|
|
|
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE BOARD NOMINEES.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY
PROPERLY BE PRESENTED TO THE MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.
|
PLEASE FOLD HERE AND RETURN ENTIRE BALLOT DO NOT DETACH
-------------------------------------------------------------------------------------------------------------------------------------------
BlackRock Preferred and Equity Advantage Trust
Proxy Ballot for Annual Meeting of Shareholders August
26, 2009
Vote by Phone, by Mail or via the Internet!
|
|
CALL:
|
To vote your proxy by phone, call
1-866-437-4675
and enter the 12-digit control number found on the reverse side of this
Proxy Ballot. This touchtone voting line is available 24 hours a day, seven
days a week.
|
|
LOG-ON:
|
To vote on the Internet go to
www.proxyonline.com
and enter the 12-digit control number found on the reverse side of this
Proxy Ballot.
|
|
MAIL:
|
To vote your proxy by mail, check the
appropriate
voting box on the reverse side of this Proxy Ballot, sign and date the ballot
and return it in the enclosed postage-paid envelope or mail to: The Altman
Group, P.O. Box 238, Lyndhurst, NJ 07071.
|
Please be sure to sign and date this proxy. Please sign exactly
as your name appears on this proxy. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
Please mark your vote on the reverse of this Proxy Ballot.
_________________________________________
Shareholder sign here
_________________________________________
Joint owner sign here
_________________________________________
Date:
IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY. EVERY SHAREHOLDERS
VOTE IS IMPORTANT.
BlackRock Preferred and Equity Advantage Trust
CONTROL NUMBER
WE NEED YOUR PROXY VOTE AS SOON AS POSSIBLE. YOUR PROMPT
ATTENTION TO THIS MATTER WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION.
THE PROXY BALLOT MUST BE
SIGNED AND DATED ON THE REVERSE SIDE
FOR YOUR INSTRUCTIONS TO BE COUNTED AND WILL BE VOTED IN THE MANNER INDICATED,
OR IF NO INSTRUCTION HAS BEEN INDICATED BELOW, A VOTE WILL BE CAST FOR
EACH NOMINEE. PLEASE COMPLETE AND RETURN THIS PROXY BALLOT PROMPTLY.
PLEASE MARK THE BOXES BELOW IN BLUE OR BLACK
INK
.
To vote the proxy for
all nominees in the same manner
,
please use the boxes below.
|
|
|
|
|
|
FOR ALL
|
ABSTAIN ALL
|
|
|
|_|
|
|_|
|
|
|
To vote for each nominee
individually
,
please use these boxes.
|
|
|
|
1. TO ELECT BOARD MEMBER NOMINEES
|
FOR
|
ABSTAIN
|
(1) Richard S. Davis
|
|
|_|
|
|_|
|
(2) Frank J. Fabozzi
|
|
|_|
|
|_|
|
(3) James T. Flynn
|
|
|_|
|
|_|
|
(4) Karen P. Robards
|
|
|_|
|
|_|
|
|
(BARCODE HERE)
|
(TAGID HERE)
|
(CUSIP HERE)
|
|
|
|
|
|
|
CE-PEAT-0709
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