June 16, 2011
Dear Shareholder:
A joint annual meeting of the BlackRock Closed-End Funds listed in
Appendix A
to the enclosed joint proxy statement (each, a Fund) will be held at the offices of BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, NY 10055, on Thursday, July 28, 2011, at 11:00 a.m. (Eastern time), to consider and vote on the proposal discussed in the enclosed joint proxy statement.
The purpose of the meeting is to seek shareholder approval of the four nominees named in the enclosed joint proxy statement to the Boards of Trustees (each, a Board, the members of which are referred to as Board Members) of each Fund. Each Board has unanimously approved the four nominees named in the enclosed joint proxy statement on behalf of its Fund (the Board Nominees), subject to approval by the Funds shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that they are experienced in overseeing investment companies and are familiar with the Funds and their investment advisers and that their election is in your best interests.
The Board Members responsible for your Fund recommend that you vote FOR the Board Nominees for your Fund.
In connection with your vote, we urge you to read the full text of the enclosed joint proxy statement.
Your vote is important. If you are
a record holder of a Funds shares and plan to attend the meeting in
person, in order to gain admission you must show photographic identification,
such as your drivers license. If you hold your shares of a Fund through a
bank, broker or other custodian, and plan to attend the meeting in person, in
order to gain admission you must show photo identification, such as your
drivers license, and satisfactory proof of ownership of shares in a Fund,
such as your voting instruction form (or a copy thereof) or brokers
statement indicating ownership as of a recent date. If you hold your common or
preferred shares in a brokerage account or through a bank or other nominee, you
will not be able to vote in person at the annual meeting unless you have
previously requested and obtained a legal proxy from your broker,
bank or other nominee and present it at the annual meeting. Even if you plan to
attend the meeting, please promptly follow the enclosed instructions to submit
voting instructions by telephone or via 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 joint proxy statement because you were a shareholder of record of at least one of the Funds listed in
Appendix A
on May 31, 2011. Certain other BlackRock Closed-End Funds not listed in
Appendix A
will also hold their annual meetings at the place and on the date stated above, but at a different time. If you were also a shareholder of record on May 31, 2011 of one or more of those other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds. Please be certain to vote by telephone or via the Internet with respect to each Fund in which you are a shareholder of record or sign, date and return each proxy card you receive from us.
If you have any questions about the proposal to be voted on, please call Georgeson Inc., the firm assisting us in the solicitation of proxies, at 1-866-295-8105.
Sincerely,
Ira P. Shapiro
Secretary of the Funds
BlackRock Closed-End Funds
100 Bellevue Parkway, Wilmington, DE 19809
(800) 441-7762
(This page intentionally left blank.)
IMPORTANT INFORMATION
FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.
Questions and Answers
Q:
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Why am I receiving the joint proxy statement?
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A:
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Each Fund is required to hold an annual meeting of shareholders for the election of Board Members. This joint proxy statement describes a proposal to approve the nominees to the Board of the Fund(s) in which you own shares and provides you with other information relating to the meeting. The enclosed proxy card(s) indicate the Fund(s) in which you own shares. The table on page 3 of the joint proxy statement identifies the Board Nominees for each Fund.
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Q:
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How do the Boards of the Funds recommend that I vote?
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A:
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The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that they are experienced in overseeing investment companies and are familiar with the Funds and their investment advisers. The Boards have approved the Board Nominees named in the joint proxy statement, believe their election is in your best interests and recommend 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(s) 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(s) and following the instructions. Alternatively, if you received your proxy card(s) by mail, you can vote your shares by signing and dating the proxy card(s) and mailing it (them) in the enclosed postage-paid envelope.
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You may also attend the meeting and vote by ballot in person; however, even if you intend to do so, we encourage you to provide voting instructions by one of the methods discussed above.
If you are a record holder of a Funds shares and plan to attend the meeting in person, in order to gain admission you must show photographic identification, such as your drivers license.
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If you hold your shares of a Fund through a bank, broker or other custodian, and plan to attend the meeting in person, in order to gain admission you must show photo identification, such as your drivers license, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or brokers statement indicating ownership as of a recent date. If you hold your common or preferred shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting unless you have previously requested and obtained a legal proxy from your broker, bank or other nominee and present it at the annual meeting.
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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 Funds, 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 their Funds.
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Q:
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Are the Funds paying for the cost of the joint proxy statement?
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A:
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The costs associated with the joint proxy statement, including the printing, distribution and the proxy solicitation costs, will be borne by the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement, also will be borne by the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can reasonably be attributed to one or more specific Funds.
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The Funds and BlackRock, Inc. have retained Georgeson Inc. (Georgeson), 199 Water Street, 26th Floor, New York, New York, 10038, 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, NY 11717, will assist the Funds in the distribution of proxy materials. It is anticipated that Georgeson and Broadridge will be paid approximately $26,000 and $53,000, 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 Georgeson, the Funds proxy solicitor, at 1-866-295-8105.
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Please vote
now
. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to indicate your voting instructions on the proxy card(s), and if voting by mail, date and sign it and return it promptly in the postage-paid 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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June 16, 2011
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 28, 2011
A joint annual meeting of the shareholders of the BlackRock Closed-End Funds identified below (each, a Fund) will be held at the offices of BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, NY 10055, on Thursday, July 28, 2011, at 11:00 a.m. (Eastern time), to consider and vote on the proposal, as more fully described in the accompanying joint proxy statement:
PROPOSAL 1.
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To elect to the Board of your Fund(s) the four nominees named in the accompanying joint proxy statement.
To transact such other business as may properly come before the meeting or any adjournments, postponements or delays thereof.
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The purpose of the meeting is to seek shareholder approval of the four nominees named in the accompanying joint proxy statement to the Boards of Trustees (each, a Board, the members of which are referred to as Board Members) of each Fund. Each Board has unanimously approved the four nominees on behalf of its Fund (the Board Nominees), subject to approval by the Funds shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that they are experienced in overseeing investment companies and are familiar with the Funds and their investment advisers and that their election is in your best interests.
Your Board recommends that you vote FOR the Board Nominees with respect to which you are being asked to vote.
Shareholders of record of each Fund as of the close of business on May 31, 2011 are entitled to vote at the meeting and at any adjournments, postponements or delays thereof.
If you owned shares in more than one Fund as of May 31, 2011, you may receive more than one proxy card. Certain other BlackRock Closed-End Funds will also hold their annual meetings at the place and on the date stated above, but not at the same time. If you were also a shareholder of record on May 31, 2011 of one or more of those other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds. Please be certain to sign, date and return each proxy card you receive from us.
If you have any questions about the proposal to be voted on, please call Georgeson, the firm assisting us in the solicitation of proxies, at 1-866-295-8105.
By Order of the Boards,
Ira P. Shapiro
Secretary of the Funds
BlackRock Closed-End Funds
100 Bellevue Parkway, Wilmington, DE 19809
(800) 441-7762
BlackRock Closed-End Funds
Holding Annual Meetings of Shareholders on July 28, 2011
Name of Fund
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Ticker
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BlackRock California Municipal 2018 Term Trust
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BJZ
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BlackRock Municipal Income Investment Quality Trust
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BAF
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BlackRock Investment Quality Municipal Income Trust
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RFA
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BlackRock Maryland Municipal Bond Trust
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BZM
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BlackRock Municipal 2018 Term Trust
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BPK
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BlackRock Municipal Bond Investment Trust
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BIE
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BlackRock Municipal Bond Trust
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BBK
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BlackRock Municipal Income Investment Trust
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BBF
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BlackRock New Jersey Municipal Bond Trust
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BLJ
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BlackRock New York Municipal Bond Trust
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BQH
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BlackRock Virginia Municipal Bond Trust
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BHV
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The BlackRock Pennsylvania Strategic Municipal Trust
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BPS
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(This page intentionally left blank.)
ANNUAL MEETING OF SHAREHOLDERS
JULY 28, 2011
JOINT PROXY STATEMENT
This joint proxy statement (this Proxy Statement) is furnished in connection with the solicitation of proxies by the Boards of Trustees (each, a Board, the members of which are referred to as Board Members) of each BlackRock Closed-End Fund listed in
Appendix A
of this Proxy Statement (each, a Fund). The proxies will be voted at the joint annual meeting of shareholders of the Funds and at any and all adjournments, postponements or delays thereof. The meeting will be held at the offices of BlackRock Advisors, LLC (the Advisor), Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, NY 10055, on Thursday, July 28, 2011, at 11:00 a.m. (Eastern time). The meeting will be held for the purposes set forth in the accompanying notice.
The Boards of the Funds have determined that the use of this Proxy Statement for the meeting is in the best interests of the Funds and their shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Distribution to shareholders of this Proxy Statement and the accompanying materials, or a Notice of Internet Availability of Proxy Materials, will commence on or about June 16, 2011.
Each Fund listed in
Appendix A
to this Proxy Statement is organized as a Massachusetts business trust (each, a Massachusetts Trust) or a Delaware statutory trust (each, a Delaware Trust). The Massachusetts Trusts and Delaware Trusts are closed-end investment companies registered under the Investment Company Act of 1940 (the 1940 Act). A list identifying each Massachusetts Trust and Delaware Trust is set forth in
Appendix A
.
Shareholders of
record of a Fund as of the close of business on May 31, 2011 (the Record
Date) are entitled to notice of and to vote at that Funds meeting.
Shareholders of the Funds are entitled to one vote for each share held, with no
shares having cumulative voting rights. Holders of the auction market preferred
stock, auction market preferred shares, auction preferred stock, auction
preferred shares, auction rate preferred shares of beneficial interest,
municipal auction rate cumulative preferred shares or auction rate municipal
preferred shares (collectively, AMPS) of each of the Funds will have
equal voting rights with the shares of common stock or common shares of
beneficial interest (collectively, the Common Shares) of the Funds
and will vote together with the holders of Common Shares as a single class on
each nominee to the Board of the Fund in which they own AMPS, except that they
are entitled to vote separately as a class to elect two Board Members for each
Fund in which they own AMPS. The Board Members representing AMPS holders are
Class I and Class II Board Members. The quorum and voting requirements for each
Fund are described in the section below entitled Vote Required and Manner
of Voting Proxies.
The number of shares outstanding of each Fund as of the close of business on the Record Date and the net assets of each Fund on the Record Date are shown in
Appendix A
. Except as set forth in
Appendix H
, to the knowledge of each Fund, as of May 23, 2011, no person was the beneficial owner of more than five percent of a class of a Funds outstanding shares.
The Fund in which you owned shares on the Record Date is named on the proxy card or Notice of Internet Availability of Proxy Materials. If you owned shares in more than one Fund on the Record Date, you may receive more than one proxy card. Even if you plan to attend the meeting, please sign, date and return EACH proxy card you receive or, if you provide voting instructions by telephone or over the Internet, please vote on the proposal affecting EACH Fund you own. 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(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access into the voting website 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
1
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 applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the Delaware address below), by delivering a duly executed proxy bearing a later date or by attending the meeting and voting in person by ballot, 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.
Certain other BlackRock Closed-End Funds not listed in
Appendix A
will also hold their annual meetings at the place and date stated above, but not at the same time. 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(s) relating to those funds.
If you are a record holder of a Funds shares and plan to attend the meeting in person, in order to gain admission you must show photographic identification, such as your drivers license. If you hold your shares of a Fund through a bank, broker or other custodian, and plan to attend the meeting in person, in order to gain admission you must show photo identification, such as your drivers license, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or brokers statement indicating ownership as of a recent date.
For directions to the meeting, please contact Georgeson, the firm assisting us in the solicitation of proxies, at 1-866-295-8105.
Each 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 applicable Fund at Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055, or by calling toll free at 1-800-441-7762. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commissions website at www.sec.gov.
BlackRock will update performance data for the Funds, as well as certain other data for Funds that are municipal funds, on a monthly basis on its website in the Closed-End Funds section of www.blackrock.com. Investors and others are advised to periodically check the website for updated performance information and the release of other material information about the BlackRock Closed-End Funds.
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 a 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 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 applicable Fund at the New York address above and phone number set forth above.
YOUR VOTE IS IMPORTANT
To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to indicate voting instructions on the enclosed proxy card(s), and if received by mail, date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. 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 election of the Board Nominees. 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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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING TO BE HELD ON JULY 28, 2011
The Proxy Statement is available at www.proxy-direct.com/22652
BlackRock Closed-End Funds
100 Bellevue Parkway, Wilmington, DE 19809
(800) 441-7762
2
SUMMARY OF PROPOSAL AND FUNDS VOTING
The following table shows the Funds for which the Board Nominees are standing for election.
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AMPS
Nominee
Standing for
Election
(2)
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Nominees Standing for Election
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Fund Name
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Ticker
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Class I
(1)
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Class II
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Class III
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BlackRock California Municipal 2018 Term Trust
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BJZ
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X
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X
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BlackRock Municipal Income Investment Quality Trust
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BAF
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X
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X
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BlackRock Investment Quality Municipal Income Trust
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RFA
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X
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X
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BlackRock Maryland Municipal Bond Trust
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BZM
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X
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X
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BlackRock Municipal 2018 Term Trust
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BPK
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X
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X
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BlackRock Municipal Bond Investment Trust
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BIE
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X
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X
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BlackRock Municipal Bond Trust
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BBK
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X
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X
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BlackRock Municipal Income Investment Trust
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BBF
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X
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X
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BlackRock New Jersey Municipal Bond Trust
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BLJ
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X
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X
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BlackRock New York Municipal Bond Trust
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BQH
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X
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X
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BlackRock Virginia Municipal Bond Trust
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BHV
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X
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X
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The BlackRock Pennsylvania Strategic Municipal Trust
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BPS
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X
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X
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(1)
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The Class I Board Nominees are Paul L. Audet, Michael J. Castellano, R. Glenn Hubbard and W. Carl Kester. Paul L. Audet, Michael J. Castellano and R. Glenn Hubbard are voted upon by the common and preferred shareholders voting together as a single class, and W. Carl Kester, as the AMPS Nominee, is voted upon by owners of AMPS voting as a separate class. Please see the description below under PROPOSAL 1 ELECTION OF BOARD NOMINEES for a more detailed discussion regarding the AMPS Nominee.
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(2)
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With respect to the Funds, Frank J. Fabozzi and W. Carl Kester are currently the Board Members elected solely by the owners of AMPS. Dr. Kester is the AMPS Nominee standing for election. Mr. Fabozzis term as a Board Member is scheduled to expire in 2012 and therefore he is not standing for election this year as an AMPS Nominee. Please see the description below under PROPOSAL 1 ELECTION OF BOARD NOMINEES for a more detailed discussion regarding the AMPS Nominee.
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3
PROPOSAL 1ELECTION OF BOARD NOMINEES
The purpose of Proposal 1 is to elect Board Members for each Fund.
Nominees
for each Fund.
The Board of each Fund consists of eleven Board Members,
nine of whom are not interested persons of the Funds (as defined in
the 1940 Act) (the Independent Board Members). Prior to March 31,
2010, the Board of each Fund had 11 Board Members; however, on March 31, 2010,
G. Nicholas Beckwith, III resigned from the Board of each Fund. On April 14,
2011, the Board of each Fund determined to increase the number of Board Members
to 11 and appointed Michael J. Castellano as a Class I Board Member to each
Fund. At the May 13, 2011 Board meeting, Richard S. Davis, an interested Board
Member, advised the Board of his intention to resign his position as a Class II
Board Member on the date of the joint annual meeting of shareholders.
Thereafter, the Governance and Nominating Committee met and upon the
recommendation of such committee, the Board thereafter nominated Paul L. Audet
as an interested Class I Board Nominee. The Funds divide their 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 I Board Members
are standing for election this year. Each Class I Board Member elected at the
meeting will serve until the later of the 2014 annual meeting 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) for the Fund in which they own AMPS. 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 Nominees. Frank J. Fabozzi and W. Carl Kester are currently the Board Members elected solely by the owners of AMPS. Only W. Carl Kester is standing for election this year as an AMPS Nominee. Mr. Fabozzis term as a Board Member is scheduled to expire in 2012 and therefore he is not standing for election this year as an AMPS Nominee.
The Board recommends a vote
FOR
the election of Paul L. Audet, Michael J. Castellano, R. Glenn Hubbard and W. Carl Kester (the Board Nominees). To vote for the Board Nominees, please vote by telephone or over the Internet, as described in the proxy card, or 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.
Board Members/Nominees Biographical Information.
Please refer to the below table which identifies the Board Nominees, including any AMPS Nominees, for election to the Board of each Fund and sets forth certain biographical information about the Board Members and/or Board Nominees, for all of the Funds. Please note that only the Class I Board Members and nominees for election as Class I Board Members are standing for election for the Funds. Each Board Nominee was nominated by the Governance and Nominating Committee of the Board of each respective Fund. Richard E. Cavanagh was selected to serve as the Chair and Karen P. Robards was selected to serve as the Vice Chair of each Board. All of the closed-end registered investment companies advised by the Advisor, including the Funds, are referred to collectively as the Closed-End Complex.
4
Name, Address
and Year of Birth
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Position(s)
Held with
Funds
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Term of
Office and
Length
of Time
Served*
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Principal Occupation(s)
During Past Five Years
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Number of
BlackRock-
Advised
Registered
Investment
Companies
(RICs)
Consisting of
Investment
Portfolios
(Portfolios)
Overseen**
|
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Other Public
Company or
Investment
Company
Directorships
Held During
Past Five
Years***
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Non-Interested Directors
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Richard E. Cavanagh
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Director/
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2013;
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Trustee, Aircraft Finance Trust from
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95 RICs
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Arch Chemical
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55 East 52nd Street
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Trustee and
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2007 to
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1999 to 2009; Director, The Guardian
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consisting of
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(chemical and
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New York, NY
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Chair of the
|
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present
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Life Insurance Company of America
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95 Portfolios
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allied
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10055
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Boards
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since 1998; Trustee, Educational
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products)
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Testing Service from 1997 to 2009
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1946
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and Chairman thereof from 2005 to
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2009; Senior Advisor, The Fremont
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Group (a private investment firm)
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since 2008 and Director thereof since
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1996; Adjunct Lecturer, Harvard
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University since 2007; President and
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Chief Executive Officer, The
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Conference Board, Inc. (global
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business research organization) from
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1995 to 2007.
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Karen P. Robards
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Director/
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2012;
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Partner of Robards & Company, LLC
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95 RICs
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AtriCure, Inc.
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55 East 52nd Street
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Trustee, Vice
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2007 to
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(financial advisory firm) since 1987;
|
|
consisting of
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(medical
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New York, NY
|
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Chair of the
|
|
present
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Co-founder and Director of the Cooke
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95 Portfolios
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devices)
|
10055
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Boards and
|
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Center for Learning and Development
|
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Chair of the
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(a not-for-profit organization) since
|
|
|
|
|
1950
|
|
Audit
|
|
|
|
1987; Director of Care Investment
|
|
|
|
|
|
|
Committee
|
|
|
|
Trust, Inc. (health care real estate
|
|
|
|
|
|
|
|
|
|
|
investment trust) from 2007 to 2010;
|
|
|
|
|
|
|
|
|
|
|
Director of Enable Medical Corp. from
|
|
|
|
|
|
|
|
|
|
|
1996 to 2005; Investment Banker at
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley from 1976 to 1987.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J.
|
|
Director/
|
|
2011;
|
|
Managing Director and Chief Financial
|
|
95 RICs
|
|
None
|
Castellano
(1)(2)
|
|
Trustee and
|
|
2011 to
|
|
Officer of Lazard Group LLC from
|
|
consisting of
|
|
|
55 East 52nd Street
|
|
Member of
|
|
present
|
|
2001 to 2011; Chief Financial Officer
|
|
95 Portfolios
|
|
|
New York, NY
|
|
the Audit
|
|
|
|
of Lazard Ltd. from 2005 to 2011;
|
|
|
|
|
10055
|
|
Committee
|
|
|
|
Director, Support Our Aging Religions
|
|
|
|
|
|
|
|
|
|
|
(non-profit) since 2009; Director,
|
|
|
|
|
1946
|
|
|
|
|
|
National Advisory Board of Church
|
|
|
|
|
|
|
|
|
|
|
Management at Villanova University
|
|
|
|
|
|
|
|
|
|
|
since 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank J. Fabozzi
(2)
|
|
Director/
|
|
2012;
|
|
Consultant/Editor of The Journal of
|
|
95 RICs
|
|
None
|
55 East 52nd Street
|
|
Trustee and
|
|
2007 to
|
|
Portfolio Management since 2006;
|
|
consisting of
|
|
|
New York, NY
|
|
Member of
|
|
present
|
|
Professor in the Practice of Finance
|
|
95 Portfolios
|
|
|
10055
|
|
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/
|
|
2013;
|
|
President of Economics Studies, Inc.
|
|
95 RICs
|
|
The McClatchy
|
Feldstein
|
|
Trustee
|
|
2007 to
|
|
(private economic consulting firm)
|
|
consisting of
|
|
Company
|
55 East 52nd Street
|
|
|
|
present
|
|
since 1987; Chair, Board of Trustees,
|
|
95 Portfolios
|
|
(publishing);
|
New York, NY
|
|
|
|
|
|
McLean Hospital from 2000 to 2008
|
|
|
|
BellSouth
|
10055
|
|
|
|
|
|
and Trustee Emeritus since 2008;
|
|
|
|
(telecommuni-
|
|
|
|
|
|
|
Member of the Board of Partners
|
|
|
|
cations);
|
1941
|
|
|
|
|
|
Community Healthcare, Inc. from
|
|
|
|
Knight Ridder
|
|
|
|
|
|
|
2005 to 2009; Member of the
|
|
|
|
(publishing)
|
|
|
|
|
|
|
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;
|
|
|
|
|
|
|
|
|
|
|
Director, Catholic Charities of Boston
|
|
|
|
|
|
|
|
|
|
|
since 2009.
|
|
|
|
|
5
Name, Address
and Year of Birth
|
|
Position(s)
Held with
Funds
|
|
Term of
Office and
Length
of Time
Served*
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
BlackRock-
Advised
Registered
Investment
Companies
(RICs)
Consisting of
Investment
Portfolios
(Portfolios)
Overseen**
|
|
Other Public
Company or
Investment
Company
Directorships
Held During
Past Five
Years***
|
James T. Flynn
|
|
Director/
|
|
2012;
|
|
Chief Financial Officer of JPMorgan &
|
|
95 RICs
|
|
None
|
55 East 52nd Street
|
|
Trustee and
|
|
2007 to
|
|
Co., Inc. from 1990 to 1995.
|
|
consisting of
|
|
|
New York, NY
|
|
Member of
|
|
present
|
|
|
|
95 Portfolios
|
|
|
10055
|
|
the Audit
|
|
|
|
|
|
|
|
|
|
|
Committee
|
|
|
|
|
|
|
|
|
1939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerrold B. Harris
|
|
Director/
|
|
2013;
|
|
Trustee, Ursinus College since 2000;
|
|
95 RICs
|
|
BlackRock
|
55 East 52nd Street
|
|
Trustee
|
|
2007 to
|
|
Director, Troemner LLC (scientific
|
|
consisting of
|
|
Kelso Capital
|
New York, NY
|
|
|
|
present
|
|
equipment) since 2000; Director of
|
|
95 Portfolios
|
|
Corp.
|
10055
|
|
|
|
|
|
Delta Waterfowl Foundation (a not-for-
|
|
|
|
(business
|
|
|
|
|
|
|
profit organization) since 2001;
|
|
|
|
development
|
1942
|
|
|
|
|
|
President and Chief Executive Officer,
|
|
|
|
company)
|
|
|
|
|
|
|
VWR Scientific Products Corporation
|
|
|
|
|
|
|
|
|
|
|
from 1990 to 1999.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Glenn
|
|
Director/
|
|
2011;
|
|
Dean, Columbia Business School
|
|
95 RICs
|
|
ADP (data and
|
Hubbard
(1)(2)
|
|
Trustee
|
|
2007 to
|
|
since 2004; Columbia faculty member
|
|
consisting of
|
|
information
|
55 East 52nd Street
|
|
|
|
present
|
|
since 1988; Co-Director, Columbia
|
|
95 Portfolios
|
|
services); KKR
|
New York, NY
|
|
|
|
|
|
Business Schools Entrepreneurship
|
|
|
|
Financial
|
10055
|
|
|
|
|
|
Program from 1997 to 2004;
|
|
|
|
Corporation
|
|
|
|
|
|
|
Chairman, U.S. Council of Economic
|
|
|
|
(finance);
|
1958
|
|
|
|
|
|
Advisers under the President of the
|
|
|
|
Metropolitan
|
|
|
|
|
|
|
United States from 2001 to 2003;
|
|
|
|
Life Insurance
|
|
|
|
|
|
|
Chairman, Economic Policy Committee
|
|
|
|
Company
|
|
|
|
|
|
|
of the OECD from 2001 to 2003.
|
|
|
|
(insurance)
|
|
|
|
|
|
|
|
|
|
|
|
W. Carl
|
|
Director/
|
|
2011;
|
|
George Fisher Baker Jr. Professor of
|
|
95 RICs
|
|
None
|
Kester
(1)(2)(3)
|
|
Trustee and
|
|
2007
to
|
|
Business Administration, Harvard
|
|
consisting of
|
|
|
55 East 52nd Street
|
|
Member of
|
|
present
|
|
Business School; Deputy Dean for
|
|
95 Portfolios
|
|
|
New York, NY 10055
|
|
the Audit
|
|
|
|
Academic Affairs from 2006 to 2010;
|
|
|
|
|
|
|
Committee
|
|
|
|
Chairman, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested Directors
|
|
|
|
|
|
|
|
|
|
|
Richard S. Davis
(4)
|
|
Director/
|
|
2012;
|
|
Managing Director, BlackRock, Inc.
|
|
165 RICs
|
|
None
|
55 East 52nd Street
|
|
Trustee
|
|
2007
to
|
|
since 2005; Chief Executive Officer,
|
|
consisting of
|
|
|
New York, NY
|
|
|
|
present
|
|
State Street Research & Management
|
|
290 Portfolios
|
|
|
10055
|
|
|
|
|
|
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/
|
|
2013;
|
|
Consultant, BlackRock, Inc. from
|
|
165 RICs
|
|
None
|
55 East 52nd Street
|
|
Trustee
|
|
2007 to
|
|
2007 to 2008; Managing Director,
|
|
consisting of
|
|
|
New York, NY
|
|
|
|
present
|
|
BlackRock, Inc. from 1989 to 2007;
|
|
290 Portfolios
|
|
|
10055
|
|
|
|
|
|
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 Closed-End Complex from 1989
|
|
|
|
|
|
|
|
|
|
|
to 2006
|
|
|
|
|
6
Name, Address
and Year of Birth
|
|
Position(s)
Held with
Funds
|
|
Term of
Office and
Length
of Time
Served*
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
BlackRock-
Advised
Registered
Investment
Companies
(RICs)
Consisting of
Investment
Portfolios
(Portfolios)
Overseen**
|
|
Other Public
Company or
Investment
Company
Directorships
Held During
Past Five
Years***
|
Class I Board Nominee
|
|
|
|
|
|
|
|
Paul L. Audet
(2)
|
|
N/A
|
|
N/A
|
|
Senior Managing Director, BlackRock,
|
|
None
|
|
None
|
55 East 52nd Street
|
|
|
|
|
|
Inc., and head of BlackRocks Real
|
|
|
|
|
New York, NY
|
|
|
|
|
|
Estate business from 2008 to 2011;
|
|
|
|
|
10055
|
|
|
|
|
|
Member of BlackRocks Global
|
|
|
|
|
|
|
|
|
|
|
Operating and Corporate Risk
|
|
|
|
|
1954
|
|
|
|
|
|
Management Committees and of the
|
|
|
|
|
|
|
|
|
|
|
BlackRock Alternative Investors
|
|
|
|
|
|
|
|
|
|
|
Executive Committee and Investment
|
|
|
|
|
|
|
|
|
|
|
Committee for the Private Equity Fund
|
|
|
|
|
|
|
|
|
|
|
of Funds business since 2008; head
|
|
|
|
|
|
|
|
|
|
|
of BlackRocks Global Cash
|
|
|
|
|
|
|
|
|
|
|
Management business from 2005 to
|
|
|
|
|
|
|
|
|
|
|
2010; Acting Chief Financial Officer of
|
|
|
|
|
|
|
|
|
|
|
BlackRock from 2007 to 2008; Chief
|
|
|
|
|
|
|
|
|
|
|
Financial Officer of BlackRock from
|
|
|
|
|
|
|
|
|
|
|
1998 to 2005; Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
of Finance at PNC Bank Corp. and
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer of the
|
|
|
|
|
|
|
|
|
|
|
Investment Management and Mutual
|
|
|
|
|
|
|
|
|
|
|
Fund Processing businesses from
|
|
|
|
|
|
|
|
|
|
|
1996 to 1998 and head of PNCs
|
|
|
|
|
|
|
|
|
|
|
Mergers & Acquisitions unit from
|
|
|
|
|
|
|
|
|
|
|
1992 to 1998; Member of PNCs
|
|
|
|
|
|
|
|
|
|
|
Corporate Asset-Liability Committee
|
|
|
|
|
|
|
|
|
|
|
and Marketing Committees from 1992
|
|
|
|
|
|
|
|
|
|
|
to 1998; Chief Financial Officer of
|
|
|
|
|
|
|
|
|
|
|
PNCs eastern operations from 1991
|
|
|
|
|
|
|
|
|
|
|
to 1992; Senior Vice President of
|
|
|
|
|
|
|
|
|
|
|
First Fidelity Bancorporation,
|
|
|
|
|
|
|
|
|
|
|
responsible for the Corporate Finance,
|
|
|
|
|
|
|
|
|
|
|
Asset-Liability Committee, and
|
|
|
|
|
|
|
|
|
|
|
Mergers & Acquisitions functions from
|
|
|
|
|
|
|
|
|
|
|
1986 to 1991.
|
|
|
|
|
*
|
Following the combination of Merrill Lynch Investment Managers, L.P. (MLIM) and BlackRock, Inc. (BlackRock) in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Board Members as joining the Boards in 2007, each Board Member first became a member of the Boards of Directors/Trustees of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh since 1994; Richard S. Davis since 2007; Frank J. Fabozzi since 1988; Kathleen F. Feldstein since 2005; James T. Flynn since 1996; Henry Gabbay since 2007; Jerrold B. Harris since 1999; R. Glenn Hubbard since 2004; W. Carl Kester since 1998; and Karen P. Robards since 1998. 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, RICs refers to registered investment companies and Portfolios refers to the investment programs of the Funds.
|
|
***
|
Directorships disclosed under this column do not include directorships disclosed under the column Principal Occupation(s) During Past Five Years.
|
|
|
Messrs. Audet, Davis and Gabbay are interested persons (as defined in the 1940 Act) of the Funds 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., and their ownership of BlackRock, Inc. and The PNC Financial Service Group, Inc. securities.
|
|
(1)
|
Class I Board Member.
|
|
(2)
|
Class I Board Nominee.
|
|
(3)
|
Board Members elected solely by the owners of AMPS.
|
|
(4)
|
Mr. Davis, an interested Board Member, advised the Board of his intention to resign his position as a Class II Board Member on the date of the joint annual meeting of shareholders.
|
7
The Independent
Board Members have adopted a statement of policy that describes the experiences,
qualifications, skills and attributes that are necessary and desirable for
potential Independent Board Member candidates (the Statement of
Policy). The Boards believe that each Independent Board Member satisfied,
at the time he or she was initially elected or appointed a Board Member, and
continues to satisfy, the standards contemplated by the Statement of Policy as
well as the standards set forth in each Funds By-Laws. Furthermore, in
determining that a particular Board Member was and continues to be qualified to
serve as a Board Member, the Boards have considered a variety of criteria, none
of which, in isolation, was controlling. The Boards believe that, collectively,
the Board Members have balanced and diverse experiences, skills, attributes and
qualifications, which allow the Boards to operate effectively in governing the
Funds and protecting the interests of shareholders. Among the attributes common
to all Board Members is their ability to review critically, evaluate, question
and discuss information provided to them, to interact effectively with the
Funds investment adviser, sub-advisers, other service providers, counsel
and independent auditors, and to exercise effective business judgment in the
performance of their duties as Board Members. Each Board Members ability
to perform his or her duties effectively is evidenced by his or her educational
background or professional training; business, consulting, public service or
academic positions; experience from service as a board member of the Funds or
the other funds in the BlackRock fund complexes (and any predecessor funds),
other investment funds, public companies, or not-for-profit entities or other
organizations; ongoing commitment and participation in Board and committee
meetings, as well as their leadership of standing and
ad hoc
committees
throughout the years; or other relevant life experiences.
The following table discusses some of the experiences, qualifications and skills of each of our Board Members and/or Board Nominees that support the conclusion that they should serve (or continue to serve) on the Boards.
Board Members/Nominees
|
|
Experience, Qualifications and Skills
|
Richard E. Cavanagh
|
|
Mr. Cavanagh brings to the Boards a wealth of practical business
knowledge and leadership as an experienced director/trustee of various public
and private companies. In particular, because Mr. Cavanagh served for over a
decade as President and Chief Executive Officer of The Conference Board, Inc., a
global business research organization, he is able to provide the Boards with
expertise about business and economic trends and governance practices. Mr.
Cavanagh created the blue ribbon Commission on Public Trust and
Private Enterprise in 2002, which recommended corporate governance enhancements.
Mr. Cavanaghs service as a director of The Guardian Life Insurance Company
of America and as a senior advisor and director of The Fremont Group provides
added insight into investment trends and conditions. Mr. Cavanaghs
long-standing service on the Boards also provides him with a specific
understanding of the Funds, their operations, and the business and regulatory
issues facing the Funds. Mr. Cavanaghs independence from the Funds and the
Funds investment adviser enhances his service as Chair of the Boards,
Chair of the
ad hoc
AMPS Committee, Chair of the Executive Committee and
as a member of the Governance and Nominating Committee, Compliance Committee and
Performance Oversight Committee.
|
|
Karen P. Robards
|
|
The Boards benefit from Ms. Robardss many years of experience in investment banking and the financial advisory industry where she obtained extensive knowledge of the capital markets and advised clients on corporate finance transactions, including mergers and acquisitions and the issuance of debt and equity securities. Ms. Robardss prior position as an investment banker at Morgan Stanley provides useful oversight of the Funds investment decisions and investment valuation processes. Additionally, Ms. Robardss experience derived from serving as a director of Care Investment Trust, Inc., a health care real estate investment trust, provides the Boards with the benefit of her experience
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8
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with the management practices of other financial companies. Ms. Robardss long-standing service on the Boards also provides her with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Ms. Robardss knowledge of financial and accounting matters qualifies her to serve as Vice Chair of the Boards and as the Chair of each Funds Audit Committee. Ms. Robardss independence from the Funds and the Funds investment adviser enhances her service as a member of the Performance Oversight Committee, Executive Committee and ad hoc AMPS Committee. In addition, Ms. Robards is a member of the Joint Product Pricing Committee.
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Michael J. Castellano
(1)(2)
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Mr. Castellano is a Board Member and member of each Funds Audit Committee and Performance Oversight Committee. The Boards benefit from Mr. Castellanos over forty year career in accounting. Mr. Castellano has served as Chief Financial Officer of Lazard Ltd and as a Managing Director and Chief Financial Officer of Lazard Group. Prior to joining Lazard, Mr. Castellano held various senior management positions at Merrill Lynch & Co., including Senior Vice PresidentChief Control Officer for Merrill Lynchs capital markets businesses, Chairman of Merrill Lynch International Bank and Senior Vice PresidentCorporate Controller. Prior to joining Merrill Lynch & Co., Mr. Castellano was a partner with Deloitte & Touche where he served a number of investment banking clients over the course of his 24 years with the firm. Mr. Castellanos knowledge of financial and accounting matters qualifies him to serve as a member of each Funds Audit Committee.
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Frank J. Fabozzi
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Dr. Fabozzi holds the designations of Chartered Financial Analyst
and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income
Analysts Societys Hall of Fame and is the 2007 recipient of the C. Stewart
Sheppard Award given by the CFA Institute. The Boards benefit from Dr.
Fabozzis experiences as a professor and author in the field of finance.
Dr. Fabozzis experience as a Professor in the Practice of Finance and
Becton Fellow at the Yale University School of Management and as editor of the
Journal of Portfolio Management demonstrate his wealth of expertise in the
investment management and structured finance areas. Dr. Fabozzi has authored and
edited numerous books and research papers on topics in investment management and
financial econometrics, and his writings have focused on fixed income securities
and portfolio management, many of which are considered standard references in
the investment management industry. Dr. Fabozzis long-standing service on
the Boards also provides him with a specific understanding of the Funds, their
operations, and the business and regulatory issues facing the Funds. Moreover,
Dr. Fabozzis knowledge of financial and accounting matters qualifies him
to serve as a member of each Funds Audit Committee. Dr. Fabozzis
independence from the Funds and the Funds investment adviser enhances his
service as Chair of the Performance Oversight Committee and as a member of the
ad hoc
AMPS Committee.
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Kathleen F. Feldstein
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Dr. Feldstein, who served as President of Economics Studies, Inc., an economic consulting firm, benefits the Boards by providing business leadership and experience and knowledge of economics. The Boards benefit from Dr. Feldsteins experience as a director/trustee of publicly traded and private companies, including financial services, technology and telecommunications companies. Dr. Feldsteins long-standing service on the Boards also provides her with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. In addition, Dr. Feldsteins independence from the Funds and
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9
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the Funds investment adviser enhances her service as a member of the Compliance Committee, Governance and Nominating Committee and Performance Oversight Committee.
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James T. Flynn
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Mr. Flynn brings to the Boards a broad and diverse knowledge of business and capital markets as a result of his many years of experience in the banking and financial industry. Mr. Flynns five years as the Chief Financial Officer of JP Morgan & Co. provide the Boards with experience on financial reporting obligations and oversight of investments. Mr. Flynns long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Flynns knowledge of financial and accounting matters qualifies him to serve as a member of each Funds Audit Committee. Mr. Flynns independence from the Funds and the Funds investment adviser enhances his service as a member of the Performance Oversight Committee.
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Jerrold B. Harris
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Mr. Harriss time as President and Chief Executive Officer of VWR
Scientific Products Corporation brings to the Boards business leadership and
experience and knowledge of the chemicals industry and national and
international product distribution. Mr. Harriss position as a director of
BlackRock Kelso Capital Corporation brings to the Boards the benefit of his
experience as a director of a business development company governed by the 1940
Act and allows him to provide the Boards with added insight into the management
practices of other financial companies. Mr. Harriss long-standing service
on the Boards also provides him with a specific understanding of the Funds,
their operations and the business and regulatory issues facing the Funds. Mr.
Harriss independence from the Funds and the Funds investment adviser
enhances his service as the Chair of the Compliance Committee and as a member of
the Governance and Nominating Committee and Performance Oversight Committee. In
addition, Mr. Harris is a member of the Joint Product Pricing Committee.
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R. Glenn Hubbard
(1)(2)
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Dr. Hubbard has served in numerous roles in the field of economics, including
as the Chairman of the U.S. Council of Economic Advisers of the President of the
United States. Dr. Hubbard serves as the Dean of Columbia Business School, has
served as a member of the Columbia Faculty and as a Visiting Professor at the
John F. Kennedy School of Government at Harvard University, the Harvard Business
School and the University of Chicago. Dr. Hubbards experience as an
advisor to the President of the United States adds a dimension of balance to the
Funds governance and provides perspective on economic issues. Dr.
Hubbards service on the boards of KKR Financial Corporation, ADP and
Metropolitan Life Insurance Company provides the Boards with the benefit of his
experience with the management practices of other financial companies. Dr.
Hubbards long-standing service on the Boards also provides him with a
specific understanding of the Funds, their operations, and the business and
regulatory issues facing the Funds. Dr. Hubbards independence from the
Funds and the Funds investment adviser enhances his service as the Chair
of the Governance and Nominating Committee and a member of the Compliance
Committee and Performance Oversight Committee.
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W. Carl Kester
(1)(2)
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The Boards benefit from Dr. Kesters experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School adds to the
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Board a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, including co-editing a leading volume of finance case studies used worldwide. Dr. Kesters long- standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Kesters knowledge of financial and accounting matters qualifies him to serve as a member of each Funds Audit Committee. In addition, Dr. Kesters independence from the Funds and the Funds investment adviser enhances his service as a member of the Performance Oversight Committee and
ad hoc
AMPS Committee.
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Richard S. Davis
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The Boards benefit from Mr. Daviss experience as a Managing Director of BlackRock, Inc. and Chief Executive Officer of State Street Research & Management Company in light of his business leadership and experience. Mr. Daviss experiences as the Chairman of State Street Research Mutual Funds and SSR Realty provide the Boards with practical business knowledge and leadership in the investment management industry. Mr. Daviss long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. He serves as a member of the Executive Committee. Mr. Davis advised the Board of his intention to resign his position as a Class II Board Member on the date of the joint annual meeting of shareholders.
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Henry Gabbay
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The Boards benefit from Dr. Gabbays many years of experience in administration, finance and financial services operations. Dr. Gabbays experience as a Managing Director of BlackRock, Inc., Chief Administrative Officer of BlackRock Advisors, LLC and President of BlackRock Funds provides the Boards with insight into investment company operational, financial and investment matters. Dr. Gabbays former positions as Chief Administrative Officer of BlackRock Advisors, LLC and as Treasurer of certain closed-end funds in the Closed-End Complex provide the Boards with direct knowledge of the operations of the Funds and their investment advisers. Dr. Gabbays long-standing service on the Boards also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Gabbay serves as a member of the
ad hoc
AMPS Committee.
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Paul L. Audet
(2)
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Mr. Audet has a wealth of experience in the investment management industry, including more than 13 years with BlackRock and over 20 years in finance and asset management. He also has expertise in finance, as demonstrated by his positions as Chief Financial Officer of BlackRock and head of BlackRocks Global Cash Management business. Mr. Audet currently is a member of BlackRocks Global Operating and Corporate Risk Management Committees, the BlackRock Alternative Investors Executive Committee and the Investment Committee for the Private Equity Fund of Funds. Prior to joining BlackRock, Mr. Audet was the Senior Vice President of Finance at PNC Bank Corp. and Chief Financial Officer of the investment management and mutual fund processing businesses and head of PNCs Mergers & Acquisitions unit. If elected to the Board, it is anticipated that Mr. Audet will join the Executive Committee.
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(1)
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Class I Board Member
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(2)
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Class I Board Nominee
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11
Board Leadership Structure and Oversight
The Boards consist of 11 individuals, nine of whom are Independent Board Members. The registered investment companies advised by the Advisor are composed of the BlackRock Closed-End Complex, two complexes of open-end funds and one complex of exchange-traded funds. The Funds are included in the BlackRock Closed-End Complex. The Board Members also oversee the operations of other closed-end registered investment companies included in the BlackRock Closed-End Complex as directors or trustees.
The Boards have overall
responsibility for the oversight of the Funds. The Chair of the Boards and the
Chief Executive Officer are two different people. Not only is the Chair of the
Boards an Independent Board Member, but also the Chair of each Board committee
(each, a Committee) is an Independent Board Member. The Boards have
five standing Committees: an Audit Committee, a Governance and Nominating
Committee, a Compliance Committee, a Performance Oversight Committee and an
Executive Committee. The Boards also have two ad hoc committees, the Joint
Product Pricing Committee and the ad hoc AMPS Committee, with respect to the
Funds that issue AMPS. The Funds do not have a compensation committee because
their executive officers, other than the CCO, do not receive any direct
compensation from the Funds and the CCOs compensation is comprehensively
reviewed by the Boards. The role of the Chair of the Boards is to preside at all
meetings of the Boards and to act as a liaison with service providers, officers,
attorneys, and other Board Members between meetings. The Chair of each Committee
performs a similar role with respect to such Committee. The Chair of the Boards
or Committees may also perform such other functions as may be delegated by the
Boards or the Committees from time to time. The Independent Board Members meet
regularly outside the presence of the Funds management, in executive
session or with other service providers to the Funds. The Boards have regular
meetings five times a year, including a meeting to consider the approval of the
Funds investment management agreements, and may hold special meetings if
required before their next regular meeting. Each Committee meets regularly to
conduct the oversight functions delegated to that Committee by the Boards and
reports its findings to the Boards. The Boards and each standing Committee
conduct annual assessments of their oversight function and structure. The Boards
have determined that the Boards leadership structure is appropriate
because it allows the Boards to exercise independent judgment over management
and to allocate areas of responsibility among Committees and the Boards to
enhance effective oversight.
The Boards decided to separate the roles of Chair and Chief Executive Officer because they believe that an independent Chair:
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Increases the independent oversight of the Funds and enhances the Boards objective evaluation of the Chief Executive Officer
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Allows the Chief Executive Officer to focus on the Funds operations instead of Board administration
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Provides greater opportunities for direct and independent communication between shareholders and the Boards
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Provides an independent spokesman for the Funds
The Boards have engaged the Advisor to manage the Funds on a day-to day basis. Each Board is responsible for overseeing the Advisor, other service providers, the operations of each Fund and associated risks in accordance with the provisions of the 1940 Act, state law, other applicable laws, each Funds charter, and each Funds investment objective(s) and strategies. The Boards review, on an ongoing basis, the Funds performance, operations, and investment strategies and techniques. The Boards also conduct reviews of the Advisor and its role in running the operations of the Funds.
Day-to-day risk management with respect to the Funds is the responsibility of the Advisor or other service providers (depending on the nature of the risk), subject to the supervision of the Advisor. The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions
12
performed by the Advisor or other service providers,
as applicable, it is not possible to eliminate all of the risks applicable to
the Funds. Risk oversight is part of the Boards general oversight of the
Funds and is addressed as part of various Board and Committee activities. The
Boards, directly or through Committees, also review reports from, among others,
management, the independent registered public accounting firm for the Funds, the
Advisor, and internal auditors for the Advisor or its affiliates, as
appropriate, regarding risks faced by the Funds and managements or the
service providers risk functions. The Committee system facilitates the
timely and efficient consideration of matters by the Board Members and
facilitates effective oversight of compliance with legal and regulatory
requirements and of the Funds activities and associated risks. The Boards
have appointed a Chief Compliance Officer, who oversees the implementation and
testing of the Funds compliance program and reports regularly to the
Boards regarding compliance matters for the Funds and their service providers.
The Independent Board Members have engaged independent legal counsel to assist
them in performing their oversight responsibilities.
Compensation.
Information relating to compensation paid to the Board Members for each Funds most recent fiscal year is set forth in
Appendix B
.
Equity Securities Owned by Board Members.
Information relating to the amount of equity securities owned by Board Members in the Funds that they are nominated to oversee, as well as certain other funds in the Closed-End Complex, as of May 16, 2011 is set forth in
Appendix C
.
Attendance of Board Members at Annual Shareholders Meetings.
It is the policy of all the Funds to encourage Board Members to attend the annual shareholders meeting. All of the Board Members of each Fund attended last years annual shareholders meeting.
Board Meetings.
During the calendar year 2010, the Board of each Fund met seven times. Information relating to the number of times that the Boards met during each Funds most recent fiscal year is set forth in
Appendix D
. No incumbent Board Member attended less than 75% of the aggregate number of meetings of each Board and of each committee of each Board on which the Board Member served during each Funds most recently completed fiscal year.
Standing and Other Operating Committees of the Boards.
Information relating to the various standing and other operating committees of the Boards is set forth in
Appendix E
.
The Boards of the
Funds 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), Karen P. Robards, Frank J. Fabozzi, Henry Gabbay
and W. Carl Kester. Since February 2008, most auction rate preferred shares,
including the AMPS, have been unable to hold successful auctions and AMPS
holders have faced reduced liquidity. The AMPS Committee was formed for the
purpose of monitoring issues arising from recent market turmoil and overseeing
efforts to address the effects of reduced AMPS liquidity on each Fund and to
evaluate the liquidity considerations of the AMPS holders, each in a manner
consistent with each Funds and its shareholders best interests and
investment strategies. As of the date of this Proxy Statement, the AMPS
Committee has met 18 times in the last calendar year and 51 times since its
formation. As of the date of this Proxy Statement, the total amount of announced
redemptions of auction market preferred shares across the Closed-End Complex,
including the Funds, equaled $5.57 billion, which represents approximately 56.7%
of all auction market preferred shares outstanding for the Closed-End Complex as
of February 2008. The Funds are currently exploring alternative forms of
leverage in order to provide liquidity to holders of AMPS, including, among
other things, the issuance of variable rate demand preferred shares (VRDP
Shares), a relatively new form of preferred stock that includes a put
feature, which would make the securities eligible for purchase by money market
funds. Thus far, 12 BlackRock Closed-End Funds have issued VRDP Shares and
redeemed their AMPS. The Funds continue to explore the use of additional
alternative forms of leverage such as tender option bonds and alternative forms
of preferred stock (including VRDP Shares) which have been successfully used in
some form by certain BlackRock Closed-End Funds.
13
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 Board Members, executive officers, persons who own more than ten percent of a registered class of a 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 Funds with copies of all such reports. Based solely on a review of copies of such reports furnished to the relevant Funds and representations from these reporting persons, each Fund believes that its Board Members, executive officers, ten percent holders, BlackRock Advisors and certain officers of BlackRock Advisors met all applicable SEC filing requirements.
Executive Officers of the Funds.
Information about the executive officers of each Fund, including their year of birth and their principal occupations during the past five years, is set forth in
Appendix F
.
Your Board recommends that you vote FOR the election of each Board Nominee to the Board of your Fund(s).
Settlement of Shareholder Solicitation
In February 2011, Karpus Management, Inc. (Karpus), Special Opportunities Fund, Inc. (SOF) and Opportunity Partners L.P. (Opportunity Partners and, together with SOF, the Bulldog/Brooklyn Funds), each purported to nominate an individual to serve as a trustee of each of the Funds and Karpus purported to nominate two individuals to serve as directors of BlackRock MuniHoldings Fund, Inc. and BlackRock MuniHoldings New York Quality Fund, Inc. (such funds, together with the Funds, are referred to herein as the Contested Funds). In addition, Karpus submitted a Rule 14a-8 shareholder proposal relating to the redemption of the AMPS to certain of the Contested Funds and the Bulldog/Brooklyn Funds submitted three non-Rule 14a-8 proposals to three of the Contested Funds.
On March 8, 2011, Opportunity Partners, SOF and Karpus (collectively, Plaintiffs) filed a complaint (the Complaint) in the Delaware Court of Chancery against BlackRock New York Municipal Bond Trust, BlackRock California Municipal 2018 Term Trust, BlackRock Municipal 2018 Term Trust, BlackRock Municipal Income Investment Quality Trust, BlackRock Municipal Income Investment Trust, BlackRock Municipal Bond Trust, BlackRock Virginia Municipal Bond Trust, BlackRock Municipal Bond Investment Trust, BlackRock New Jersey Municipal Bond Trust, The BlackRock Pennsylvania Strategic Municipal Trust, BlackRock Maryland Municipal Bond Trust, Richard E. Cavanagh, Kathleen F. Feldstein, Henry Gabbay, Jerrold B. Harris, Karen P. Robards, James T. Flynn, R. Glenn Hubbard, Richard S. Davis, Frank J. Fabozzi, and W. Carl Kester. The case, which we refer to as the Delaware Action, is captioned Opportunity Partners L.P. v.
BlackRock New York Municipal Fund, C.A. No. 6255-VCN (Del. Ch.). Among other
things, the Complaint alleges that certain of the Funds bylaw provisions
requiring advance notice of nominations to the board of trustees/directors and
requiring disclosures related to the nominators and nominees are invalid. The
Complaint further alleges that the board of each fund breached its fiduciary
duties to shareholders of the Funds by adopting these bylaws and
accelerating the annual meeting. The Complaint also seeks a ruling
that the advance notice nominations made by Plaintiffs are valid and proper.
On March 21, 2011, the Boards of the Contested Funds met and determined that Karpus and the Bulldog/Brooklyn Funds purported notices of nominations were defective under the Bylaws and that such nominations would not be allowed.
On June 15, 2011, the Contested Funds and certain other BlackRock closed-end registered investment companies (the Non-Contested Funds) entered into an agreement (the Agreement) with Karpus and the Bulldog/Brooklyn Funds, pursuant to which, among other things, Karpus and the Bulldog/Brooklyn Funds agreed to withdraw all director nominations and shareholder proposals that they had previously submitted to the Contested Funds. The board of directors/trustees of each Fund believes that the Agreement is in the best interests of the Fund and its shareholders.
14
Each Contested
Fund has agreed that, if all of the outstanding AMPS of such Contested Fund have
not been redeemed two weeks prior to the date a Contested Fund mails its proxy
materials to shareholders in connection with the Contested Funds 2012
annual meeting of shareholders (each, a 2012 Annual Meeting), Karpus
or the Bulldog/Brooklyn Funds, as applicable (based on the party who submitted the
nomination notice), will be entitled to designate an individual (the
Designee) to be nominated as a director/trustee elected by the preferred shareholders of such Contested Fund, to serve on the board of directors/trustees of such
Contested Fund, and such Contested Fund will include the Designee in the
Contested Funds proxy materials, and such Contested Funds board of directors/trustees will recommend that the Designee be elected, in connection with its 2012 Annual Meeting
if the Designee is reasonably acceptable to the board of directors/trustees of a
Contested Fund and agrees to resign from the board of directors/trustees at such
time as all of the AMPS of a Contested Fund are redeemed. The Contested Funds
are under no obligation to redeem any of the AMPS and any redemption of AMPS
will be made only after a determination by the board of directors/trustees of a
Contested Fund that such redemption is in the best interests of all of a
Contested Funds shareholders.
Pursuant to the Agreement, (a) Karpus and the Bulldog/Brooklyn Funds each withdrew its purported nomination(s) of individual(s) for election to the boards of directors/trustees for each of the Contested Funds for the 2011 annual meetings of the shareholders (the 2011 Annual Meetings) and agreed to vote all shares of the Contested Funds that they own in favor of the nominees of the board of directors/trustees at the 2011 Annual Meetings and the 2012 Annual Meetings; (b) Karpus withdrew the Rule 14a-8 shareholder proposal that it made to certain of the Contested Funds in connection with the 2011 Annual Meetings; and (c) the Bulldog/Brooklyn Funds withdrew the three non-Rule 14a-8 shareholder proposals that it made to certain of the Contested Funds in connection with the 2011 Annual Meetings.
In addition,
Karpus and the Bulldog/Brooklyn Funds each agreed that, until after the Contested
Funds 2014 annual meetings of shareholders, it will not make any
shareholder proposals (pursuant to Rule 14a-8 or otherwise); make, participate
in or encourage any solicitation of proxies or consents; seek the election,
appointment or removal of any director; form or join a group with
respect to the Contested Funds; act to control or to influence or act to seek
control or influence the management, policies or boards of directors/trustees of
the Contested Funds; propose any extraordinary transaction; or participate or
take action pursuant to any shareholder access proposal
(collectively, the standstill covenants). Also, until after the 2012
Annual Meetings, (a) Karpus and the Bulldog/Brooklyn Funds agreed to be bound by the
foregoing standstill covenants and not take any of the above actions with
respect to the Non-Contested Funds and (b) the parties agreed to a mutual non-disparagement provision.
Under the terms of the Agreement, the parties agreed to take all steps necessary to cause the Delaware Action to be dismissed, without prejudice. Pursuant to the Agreement, Karpus and the Bulldog/Brooklyn Funds will be reimbursed for up to $150,000 (in the aggregate) of reasonable, documented out-of-pocket fees and expenses incurred in connection with the Delaware Action and their proxy solicitation. Each of the Contested Funds and the Non-Contested Funds will bear a portion of the cost of such expense reimbursement. The impact on each of the Contested Funds and the Non-Contested Funds respective total expense ratio will be less than 1/10th of a basis point.
VOTE REQUIRED AND MANNER OF VOTING PROXIES
A quorum of shareholders is required to take action at each meeting. For each of the Funds, 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 votes cast with respect to a Board Nominee at a meeting at which a quorum is present is necessary to elect each of the respective Board Nominees under Proposal 1. Because each Fund requires a plurality of votes to elect each of the Board Nominees, withhold votes and broker non-votes, if any, will not have an effect on the outcome of Proposal 1.
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 will determine whether or not a quorum is present at the meeting. The inspectors of election will treat withhold votes and broker non-votes,
15
if any, 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 any Fund held in street name may be counted for purposes of establishing a quorum of that Fund if no instructions are received one business day before the applicable 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 signed and dated 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 a 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 Funds
understand that, under the rules of the New York Stock Exchange, 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. Proposal 1 is a routine matter and
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. 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.
If you hold shares
of a 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 meeting, 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.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board Members, including a majority of the Independent Board Members, of each Fund have selected Deloitte & Touche LLP (D&T) as the independent registered public accounting firm for the Funds.
A representative of D&T is expected to be present at the meeting. The representative of D&T will have the opportunity to make a statement at the meeting if he desires to do so and is expected to be available to respond to appropriate questions.
Each Audit Committee has discussed the matters required by the Statement on Auditing Standards No. 114, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T.
16
Each Audit Committee has received from D&T the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed D&Ts independence with D&T, and has considered the compatibility of non-audit services with the independence of the independent registered public accounting firm.
Each Audit
Committee also reviews and discusses 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 Committees received no such notifications for any Fund during its most
recently completed fiscal year. Following each Audit Committees review and
discussion of the Funds independent registered public accounting firm,
pursuant to authority delegated by its respective Board, each Audit Committee
approved the respective Funds audited financial statements for the
Funds most recently completed fiscal year (each Funds fiscal year
end is set forth in
Appendix G
) for inclusion in each Funds Annual
Report to Shareholders.
Appendix G
sets forth for each Fund the fees billed by that Funds independent registered public accounting firm for the two most recent fiscal years for all audit, non-audit, tax and all other services provided directly to the Fund. The fee information in
Appendix G
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.
Each Audit Committee is required to approve all audit engagement fees and terms for its Fund. Each Audit Committee also is required to consider and act upon (i) the provision by the Funds independent accountant of any non-audit services to the Fund, and (ii) the provision by the Funds independent accountant of non-audit services to BlackRock and any entity controlling, controlled by or under common control with BlackRock that provides ongoing services to the Fund (Affiliated Service Providers) to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. See
Appendix G
to this Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Funds independent registered public accounting firm.
The Audit Committee of each Fund complies with applicable laws and regulations with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to a 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 a Fund and those non-audit services provided to a Funds Affiliated Service Providers that relate directly to the operations and financial reporting of a Fund. Each Audit Committee has implemented policies and procedures by
17
which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, the Audit Committee may pre-approve, without consideration on a specific case-by-case basis (general pre-approval), certain permissible 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. Each service approved subject to general pre-approval is presented to each Audit Committee for ratification at the next regularly scheduled in-person board meeting.
For each Funds two most recently completed fiscal years, there were no services rendered by D&T to the Funds for which the general pre-approval requirement was waived.
Each Audit Committee has considered the provision of non-audit services that were rendered by D&T to the Funds Affiliated Service Providers that were not pre-approved (and did not require pre-approval) in connection with determining such auditors independence. All services provided by D&T to each Fund and each Funds Affiliated Service Provider that required pre-approval were pre-approved during the Funds most recently completed fiscal year.
The Audit Committee of each Fund consists of the following Board Members:
Karen P. Robards (Chair);
Michael J. Castellano;
Frank J. Fabozzi;
James T. Flynn; and
W. Carl Kester.
ADDITIONAL INFORMATION
5% Beneficial Share Ownership
As of May 23, 2011, to the best of the Funds knowledge, the persons listed in
Appendix H
beneficially owned more than 5% of the outstanding shares of the class of the Funds indicated.
Submission of Shareholder Proposals
A shareholder proposal intended to be presented at a future meeting of shareholders of a Fund must be received at the offices of the Fund, Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055, 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.
If a shareholder intends to present a proposal at the 2012 annual meeting of a Funds shareholders and desires to have the proposal included in such 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 appropriate Fund by Friday, February 17, 2012. In the event a Fund moves the date of its 2012 annual meeting by more than 30 days from the anniversary of its 2011 annual meeting, under current rules, shareholder submissions of proposals for inclusion in such Funds proxy statement and proxy card for the 2012 meeting pursuant to Rule 14a-8 under the Exchange Act must be delivered to the Fund a reasonable time before the Fund begins to print and send its proxy materials.
Shareholders who do not wish to submit a proposal for inclusion in a Funds proxy statement and form of proxy for the 2012 annual meeting in accordance with Rule 14a-8 may submit a proposal for consideration at the 2012 annual meeting in accordance with the By-laws of the Fund. The By-laws for all of the Funds require that advance notice be given to the Fund in the event a shareholder desires to transact any business, including business from the floor, at an annual meeting of shareholders, including the nomination of Board Members. Notice of any such business or nomination must be in writing, comply with the requirements of the By-laws and be received by
18
the Fund between Wednesday, February 29, 2012
and Friday, March 30, 2012. 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 Funds principal executive offices by Wednesday, March 30,
2012. In the event a Fund moves the date of its 2012 annual meeting by more than
25 days from the anniversary of its 2011 annual meeting, shareholders who wish
to submit a proposal or nomination for consideration at the 2012 annual meeting
in accordance with the advance notice provisions of the By-laws of a Fund must
deliver such proposal or nomination not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting was
mailed or such public disclosure of the meeting date was made, whichever comes
first. 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 each Fund are available on the EDGAR
Database on the Securities and Exchange Commissions website at
www.sec.gov. Each Fund will also furnish, without charge, a copy of its Bylaws
to a shareholder upon request. Such requests should be directed to the
appropriate Fund at Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055,
or by calling toll free at 1-800-441-7762. For further information, please see
Appendix E- Standing Committees- Governance and Nominating Committee.
For all Funds, written proposals (including nominations) and notices should be sent to the Secretary of the Fund, Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055.
Shareholder Communications
Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary, Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. Shareholders may communicate with the Boards 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), Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055. 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; Solicitation
As a result of the threatened proxy contest initiated by Karpus, SOF and Opportunity Partners, the Funds incurred additional costs in connection with the annual meeting, including, among other things, additional legal fees (including any costs related to the previous litigation in connection with the annual meeting) and the $150,000 to be reimbursed to Karpus, SOF and Opportunity Partners pursuant to the Agreement.
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 Funds. 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 Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one or more specific Funds.
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
19
authorization for the execution of proxies. The Funds
will reimburse brokerage firms, custodians, banks and fiduciaries for their
expenses in forwarding this Proxy Statement and proxy materials to the
beneficial owners of each Funds shares. The Funds and BlackRock have
retained Georgeson Inc. (Georgeson), 199 Water Street, 26th Floor,
New York, New York 10038, 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, NY 11717, will assist the
Funds in the distribution of proxy materials. It is anticipated that Georgeson
and Broadridge will be paid approximately $26,000 and $53,000, respectively, for
such services (including reimbursements of out-of-pocket expenses). Georgeson
may solicit proxies personally and by mail, telephone, fax, e-mail or the
Internet. Each Funds portion of the foregoing expenses is not subject to
any cap or voluntary agreement to waive fees and/or reimburse expenses that may
otherwise apply to that Fund.
If You Plan to Attend the Annual Meeting
Attendance at the annual meeting will be limited to Funds shareholders as of the Record Date. Each shareholder may be asked to present valid picture identification, such as a drivers license or passport. Shareholders holding shares in brokerage accounts or by a bank or other nominee may be required to show a brokerage statement or account statement reflecting share ownership as of the Record Date. Cameras, recording devices and other electronic devices will not be permitted at the annual meeting.
If you are a registered shareholder, you may vote your shares in person by ballot at the annual meeting. If you hold your Common Shares or AMPS in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting, unless you have previously requested and obtained a legal proxy from your broker, bank or other nominee and present it at the annual meeting.
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 websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory 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.
BlackRock may share information with its affiliates to service a Clients account or to provide Clients with information about other BlackRock products or services that may be of interest to them. 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.
20
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 each Funds shareholders of record as of the Record Date will be available for inspection at the shareholder meeting. For each Delaware Trust, a list of shareholders of record as of the Record Date will be available at the offices of the Funds, Park Avenue Plaza, 55 East 52nd Street, New York, NY 10055, for inspection by such Funds shareholders during regular business hours beginning ten days prior to the date of the meeting.
Failure of a
quorum to be present at any meeting may 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 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, withhold votes and broker
non-votes, if any, will be treated as shares that are present at the meeting.
Please vote promptly by signing and dating each 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 Boards,
Ira P. Shapiro
Secretary of the Funds
June 16, 2011
21
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Appendix A
Fund Information
The following table lists, with respect to each Fund, the total number of shares outstanding and the managed assets of the Fund on May 31, 2011, the record date for voting at the meeting. All Funds have a policy to encourage Board Members to attend the annual meeting.
Ticker
|
|
Fund
|
|
Form of Organization
|
|
Total
Common
Shares
Outstanding
|
|
Total AMPS
Shares
|
|
Managed
Assets ($)
(
000
s)
|
BJZ
|
|
BlackRock California Municipal
|
|
|
|
|
|
|
|
|
|
|
2018 Term Trust
|
|
Delaware Statutory Trust
|
|
6,433,028
|
|
2,221
|
|
150,718
|
BAF
|
|
BlackRock Municipal Income
|
|
|
|
|
|
|
|
|
|
|
Investment Quality Trust
|
|
Delaware Statutory Trust
|
|
8,742,277
|
|
1,691
|
|
184,530
|
RFA
|
|
BlackRock Investment Quality
|
|
|
|
|
|
|
|
|
|
|
Municipal Income Trust
|
|
Massachusetts Business Trust
|
|
1,128,141
|
|
183
|
|
22,107
|
BZM
|
|
BlackRock Maryland Municipal
|
|
|
|
|
|
|
|
|
|
|
Bond Trust
|
|
Delaware Statutory Trust
|
|
2,064,799
|
|
640
|
|
46,912
|
BPK
|
|
BlackRock Municipal 2018
|
|
|
|
|
|
|
|
|
|
|
Term Trust
|
|
Delaware Statutory Trust
|
|
15,908,028
|
|
5,354
|
|
376,709
|
BIE
|
|
BlackRock Municipal Bond
|
|
|
|
|
|
|
|
|
|
|
Investment Trust
|
|
Delaware Statutory Trust
|
|
3,335,018
|
|
714
|
|
81,436
|
BBF
|
|
BlackRock Municipal Income
|
|
|
|
|
|
|
|
|
|
|
Investment Trust
|
|
Delaware Statutory Trust
|
|
6,696,262
|
|
1,370
|
|
153,257
|
BLJ
|
|
BlackRock New Jersey
|
|
|
|
|
|
|
|
|
|
|
Municipal Bond Trust
|
|
Delaware Statutory Trust
|
|
2,319,264
|
|
751
|
|
52,158
|
BQH
|
|
BlackRock New York
|
|
|
|
|
|
|
|
|
|
|
Municipal Bond Trust
|
|
Delaware Statutory Trust
|
|
2,779,872
|
|
885
|
|
62,949
|
BHV
|
|
BlackRock Virginia
|
|
|
|
|
|
|
|
|
|
|
Municipal Bond Trust
|
|
Delaware Statutory Trust
|
|
1,574,371
|
|
467
|
|
37,272
|
BPS
|
|
The BlackRock Pennsylvania
|
|
|
|
|
|
|
|
|
|
|
Strategic Municipal Trust
|
|
Delaware Statutory Trust
|
|
2,026,950
|
|
653
|
|
48,940
|
BBK
|
|
BlackRock Municipal
|
|
|
|
|
|
|
|
|
|
|
Bond Trust
|
|
Delaware Statutory Trust
|
|
10,453,787
|
|
3,196
|
|
233,824
|
A-1
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Appendix B
Compensation of the Board Members
Each Board Member
who is not an interested person (as defined in the 1940 Act) (the
Independent Board Members), is paid an annual retainer of $250,000
per year for his or her services as a Board Member of all BlackRock-advised
closed-end funds (the Closed-End Complex) that are overseen by the
respective trustee and each Board Member may also receive a $10,000 board
meeting fee for special unscheduled meetings or meetings in excess of six Board
meetings held in a calendar year, together with out-of-pocket expenses in
accordance with a Board policy on travel and other business expenses relating to
attendance at meetings. In addition, the Chair and Vice-Chair of the Board are
paid an additional annual retainer of $120,000 and $40,000, respectively. The
Chairs of the Audit Committee, Compliance Committee, Governance and Nominating
Committee, and Performance Oversight Committee are paid an additional annual
retainer of $35,000, $20,000, $10,000, and $20,000, respectively. Each Audit
Committee member is paid an additional annual retainer of $25,000. For the year
ended December 31, 2010, the Closed-End Complex reimbursed Independent Board
Member expenses in an aggregate amount of $38,075. Each Fund shall pay a
pro
rata
portion quarterly (based on relative net assets) of the foregoing Board
Member fees paid by the funds in the Closed-End Complex.
Dr. Gabbay is an interested person of the Funds and serves as an interested Board Member of three groups of BlackRock-advised fundsthe Closed-End Complex and two complexes of open-end funds (the Equity-Liquidity Complex and the Equity-Bond Complex; each such complex, a BlackRock Fund Complex). Dr. Gabbay receives for his services as a Board Member of such BlackRock Fund Complexes (i) an annual retainer of $487,500 allocated to the funds in these three BlackRock Fund Complexes, including the Funds, based on their relative net assets and (ii) with respect to each of the two open-end BlackRock Fund Complexes, a Board meeting fee of $3,750 (with respect to meetings of the Equity-Liquidity Complex) and $18,750 (with respect to meetings of the Equity-Bond Complex) to be paid for attendance at each Board meeting up to five Board meetings held in a calendar year by each such complex (compensation for meetings
in excess of this number to be determined on a case-by-case basis). Dr. Gabbay
is also reimbursed for out-of-pocket expenses in accordance with a Board policy
on travel and other business expenses relating to attendance at meetings. Dr.
Gabbays compensation for serving on the boards of the funds in these
BlackRock Fund Complexes (including the Funds) is equal to 75% of each retainer
and, as applicable, of each meeting fee (without regard to additional fees paid
to Board and Committee chairs) received by the Independent Board Members serving
on such boards. The Boards of the Funds or of any other fund in a BlackRock Fund
Complex may modify the Board Members compensation from time to time
depending on market conditions and Dr. Gabbays compensation would be
impacted by those modifications.
The Independent Board Members
have agreed that a maximum of 50% of each Independent Board Members total
compensation paid by funds in the Closed-End Complex may be deferred pursuant to
the Closed-End 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 Closed-End 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 funds in the
Closed-End Complex. The deferred compensation plan is not funded and obligations
thereunder represent general unsecured claims against the general assets of a
fund and are recorded as a liability for accounting purposes. A fund may,
however, elect to invest in common shares of those funds in the Closed-End
Complex selected by the Independent Board Members in order to match its deferred
compensation obligation.
B-1
The following table sets forth the aggregate compensation, including deferred compensation amounts, paid to each Independent Board Member and Dr. Gabbay by each Fund during its most recently completed fiscal year and by the Closed-End Complex for the most recently completed calendar year. Mr. Davis serves without compensation from the Funds because of his affiliation with BlackRock, Inc. and the BlackRock Advisors.
Fund
|
|
Funds
Fiscal
Year End
(1)
|
|
Richard E.
Cavanagh
(2)(14)
|
|
Frank J.
Fabozzi
(3)(14)
|
|
Kathleen F.
Feldstein
(4)
|
|
R. Glenn
Hubbard
(5)(11)
|
|
G. Nicholas
Beckwith III
(6)
|
|
James T.
Flynn
(7)
|
|
Jerold B.
Harris
(8)(15)
|
|
W. Carl
Kester
(9)(14)
|
|
Karen P.
Robards
(10)(14)(15)
|
|
Henry
Gabbay
(11)(14)
|
|
Michael J.
Castellano
(12)
|
|
Fund
Total
|
BAF
|
|
31-Aug
|
|
$
|
1,685
|
|
$
|
1,344
|
|
$
|
1,230
|
|
$
|
|
1,184
|
|
$
|
673
|
|
$
|
1,253
|
|
$
|
1,139
|
|
$
|
|
1,253
|
|
$
|
1,594
|
|
$
|
983
|
|
$
|
0
|
|
$
|
12,337
|
BBF
|
|
31-Jul
|
|
$
|
1,223
|
|
$
|
975
|
|
$
|
893
|
|
$
|
|
860
|
|
$
|
556
|
|
$
|
909
|
|
$
|
827
|
|
$
|
|
909
|
|
$
|
1,157
|
|
$
|
588
|
|
$
|
0
|
|
$
|
8,897
|
BBK
|
|
31-Aug
|
|
$
|
1,952
|
|
$
|
1,556
|
|
$
|
1,424
|
|
$
|
|
1,372
|
|
$
|
766
|
|
$
|
1,451
|
|
$
|
1,319
|
|
$
|
|
1,451
|
|
$
|
1,847
|
|
$
|
1,156
|
|
$
|
0
|
|
$
|
14,293
|
BHV
|
|
31-Aug
|
|
$
|
323
|
|
$
|
257
|
|
$
|
236
|
|
$
|
|
227
|
|
$
|
128
|
|
$
|
240
|
|
$
|
218
|
|
$
|
|
240
|
|
$
|
305
|
|
$
|
188
|
|
$
|
0
|
|
$
|
2,363
|
BIE
|
|
31-Aug
|
|
$
|
656
|
|
$
|
523
|
|
$
|
478
|
|
$
|
|
461
|
|
$
|
260
|
|
$
|
487
|
|
$
|
443
|
|
$
|
|
487
|
|
$
|
620
|
|
$
|
384
|
|
$
|
0
|
|
$
|
4,799
|
BJZ
|
|
31-Dec
|
|
$
|
1,316
|
|
$
|
1,066
|
|
$
|
901
|
|
$
|
|
868
|
|
$
|
209
|
|
$
|
918
|
|
$
|
916
|
|
$
|
|
999
|
|
$
|
1,331
|
|
$
|
701
|
|
$
|
0
|
|
$
|
9,227
|
BLJ
|
|
31-Aug
|
|
$
|
441
|
|
$
|
352
|
|
$
|
322
|
|
$
|
|
310
|
|
$
|
174
|
|
$
|
328
|
|
$
|
298
|
|
$
|
|
328
|
|
$
|
417
|
|
$
|
260
|
|
$
|
0
|
|
$
|
3,229
|
BPK
|
|
31-Dec
|
|
$
|
3,276
|
|
$
|
2,653
|
|
$
|
2,242
|
|
$
|
|
2,159
|
|
$
|
515
|
|
$
|
2,283
|
|
$
|
2,279
|
|
$
|
|
2,487
|
|
$
|
3,313
|
|
$
|
1,754
|
|
$
|
0
|
|
$
|
22,960
|
BPS
|
|
30-Apr
|
|
$
|
353
|
|
$
|
286
|
|
$
|
233
|
|
$
|
|
231
|
|
$
|
0
|
|
$
|
244
|
|
$
|
252
|
|
$
|
|
268
|
|
$
|
359
|
|
$
|
201
|
|
$
|
10
|
|
$
|
2,437
|
BQH
|
|
31-Aug
|
|
$
|
557
|
|
$
|
444
|
|
$
|
407
|
|
$
|
|
392
|
|
$
|
221
|
|
$
|
414
|
|
$
|
377
|
|
$
|
|
414
|
|
$
|
527
|
|
$
|
326
|
|
$
|
0
|
|
$
|
4,079
|
BZM
|
|
31-Aug
|
|
$
|
399
|
|
$
|
318
|
|
$
|
291
|
|
$
|
|
281
|
|
$
|
157
|
|
$
|
297
|
|
$
|
270
|
|
$
|
|
297
|
|
$
|
378
|
|
$
|
235
|
|
$
|
0
|
|
$
|
2,924
|
RFA
|
|
31-Jul
|
|
$
|
182
|
|
$
|
145
|
|
$
|
133
|
|
$
|
|
128
|
|
$
|
83
|
|
$
|
135
|
|
$
|
123
|
|
$
|
|
135
|
|
$
|
172
|
|
$
|
88
|
|
$
|
0
|
|
$
|
1,325
|
Total Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from Closed-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Complex
(13)
|
$
|
395,000
|
|
$
|
320,000
|
|
$
|
270,000
|
|
$
|
|
260,000
|
|
$
|
62,500
|
|
$
|
275,000
|
|
$
|
275,000
|
|
$
|
|
300,000
|
|
$
|
400,000
|
|
$
|
212,500
|
|
$
|
0
|
|
|
|
Number of RICs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Closed-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Complex Overseen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
by Board Member
|
|
95
|
|
|
95
|
|
|
95
|
|
|
|
95
|
|
|
Resigned
|
|
|
95
|
|
|
95
|
|
|
|
95
|
|
|
95
|
|
|
95
|
|
|
95
|
|
|
|
(1)
|
Information is for the Funds most recent fiscal year.
|
|
(2)
|
Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $452,570 as of December 31, 2010.
|
|
(3)
|
Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $422,019 as of December 31, 2010.
|
|
(4)
|
Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $410,327 as of December 31, 2010.
|
|
(5)
|
Dr. Hubbard previously participated in the deferred compensation plan and is owed $705,827 by the Closed-End Complex as of December 31, 2010 pursuant to such plan.
|
|
(6)
|
Mr. Beckwith resigned from the Boards on March 31, 2010. Mr. Beckwith previously participated in the deferred compensation plan and was paid $395,656 by the Closed-End Complex, the full amount of his deferred compensation, following his resignation.
|
|
(7)
|
Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $547,940 as of December 31, 2010.
|
|
(8)
|
Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $498,128 as of December 31, 2010.
|
|
(9)
|
Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $298,877 as of December 31, 2010.
|
|
(10)
|
Total amount of deferred compensation payable by the Closed-End Complex to Board Member is $286,081 as of December 31, 2010.
|
|
(11)
|
As of December 31, 2010 the Board Member did not participate in the deferred compensation plan.
|
|
(12)
|
Mr. Castellano was appointed to the Board on April 14, 2011. Therefore, for the purposes of this table, he received compensation in the amounts indicated in the table for only those Funds having April 30, 2011 fiscal year ends.
|
|
(13)
|
Represents the aggregate compensation earned by such persons from the Closed-End Complex during the calendar year ended December 31, 2010. Of this amount, Mr. Cavanagh, Dr. Fabozzi, Dr. Feldstein, Mr. Beckwith, Mr. Flynn, Mr. Harris, Dr. Kester and Ms. Robards deferred $37,000, $59,000, $81,000, $31,250, $137,500, $125,000, $75,000 and $70,000, respectively, pursuant to the Closed-End Complexs deferred compensation plan. In addition, during the calendar year ended December 31, 2010, Mr. Cavanagh, Dr. Fabozzi, Dr. Feldstein and Dr. Hubbard received $24,857, $7,591, $3,478 and $18,883, respectively, due to deferred compensation payments in connection with fund liquidations.
|
|
(14)
|
Each Ad Hoc AMPS Committee member was paid a retainer of $25,000 for the year ended December 31, 2010.
|
|
(15)
|
Each Joint Product Pricing Committee member was paid a retainer of $25,000 for the year ended December 31, 2010.
|
|
B-2
Appendix C
Equity Securities Owned by Board Members and Board Nominees
The following table shows the amount of equity securities owned by the Board Members and Board Nominees in the Funds that they are nominated to oversee as of May 31, 2011, except as otherwise indicated. No Board Member or Board Nominee owns AMPS.
Name of Board
Member and Board
Nominee
|
|
Fund Name
|
|
Number of
Common
Shares
|
|
Aggregate
Dollar Range
of Common
Shares
in Each
Fund
|
|
Aggregate Dollar
Range of Common
Shares in All
Funds Overseen or
To Be Overseen by
the Board Member/
Nominee in Closed-
End Complex
|
|
Number of
Share
Equivalents
(1)
|
|
Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
|
|
Aggregate Dollar
Range of
Common Shares
and Share
Equivalents in
Closed-End
Complex
|
Interested Board Members and/or Nominees:
|
|
|
|
|
|
|
|
|
|
|
Richard S. Davis
|
|
BPK
|
|
500
|
|
$
1$10,000
|
|
Over $100,000
|
|
|
|
|
|
Over $100,000
|
Henry Gabbay
|
|
BAF
|
|
100
|
|
$
1$10,000
|
|
Over $100,000
|
|
|
|
|
|
Over $100,000
|
|
|
BBF
|
|
100
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
BBK
|
|
100
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
BIE
|
|
100
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
BPK
|
|
100
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
BQH
|
|
700
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
RFA
|
|
100
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
Paul L. Audet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent Board Members and/or Nominees:
|
|
|
|
|
|
|
|
|
|
|
Richard E. Cavanagh
|
|
BBK
|
|
100
|
|
$
1$10,000
|
|
Over $100,000
|
|
|
|
|
|
Over $100,000
|
|
|
BJZ
|
|
100
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
BPK
|
|
300
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
BQH
|
|
100
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
Michael J. Castellano
|
|
|
|
|
|
|
|
Over $100,000
|
|
|
|
|
|
Over $100,000
|
Frank J. Fabozzi
|
|
BBK
|
|
20
|
|
$
1$10,000
|
|
$50,001$100,000
|
|
|
|
|
|
Over $100,000
|
|
|
BPK
|
|
20
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
BPS
|
|
100
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
Kathleen F. Feldstein
|
|
BBK
|
|
77
|
|
$
1$10,000
|
|
$50,001$100,000
|
|
|
|
|
|
Over $100,000
|
|
|
BPK
|
|
72
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
James T. Flynn
|
|
|
|
|
|
|
|
Over $100,000
|
|
|
|
|
|
Over $100,000
|
Jerrold B. Harris
|
|
BBK
|
|
127
|
|
$
1$10,000
|
|
Over $100,000
|
|
|
|
|
|
Over $100,000
|
|
|
BPK
|
|
122
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
BZM
|
|
3,000
|
|
$ 10,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
50,000
|
|
|
|
|
|
|
|
|
R. Glenn Hubbard
|
|
BBK
|
|
154
|
|
$
1$10,000
|
|
$50,001$100,000
|
|
|
|
|
|
Over $100,000
|
|
|
BPK
|
|
144
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
|
|
BQH
|
|
148
|
|
$
1$10,000
|
|
|
|
|
|
|
|
|
W. Carl Kester
|
|
|
|
|
|
|
|
Over $100,000
|
|
|
|
|
|
Over $100,000
|
Karen P. Robards
|
|
|
|
|
|
|
|
Over $100,000
|
|
|
|
|
|
Over $100,000
|
(1)
|
Represents, as of May 31, 2011, the approximate number of share equivalents owned under the deferred compensation plan in the funds in the Closed-End Complex 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 Equity Dividend Trust, BlackRock Energy and Resources Trust, BlackRock Floating Rate Income Trust, BlackRock Limited Duration Income Trust, BlackRock Credit Allocation Income Trust IV, BlackRock Corporate High Yield Fund VI, Inc. and BlackRock Credit Allocation Income Trust II, Inc. are eligible investments.
|
As of May 31, 2011, all Board Members, Board Nominees and officers as a group owned less than 1% of the outstanding shares of each Fund which they oversee (or are nominated to oversee).
None of the Independent Board Members nor 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, 2011.
C-1
(This page intentionally left blank)
Appendix D
Meetings of the Boards
During the most recent full fiscal year for each Fund listed in the table below, the Board met the following number of times:
|
|
|
|
Fiscal
|
|
# of
|
Fund Name
|
|
Ticker
|
|
Year End
|
|
Board Meetings
|
BlackRock Municipal Income Investment Quality Trust
|
|
BAF
|
|
31-Aug
|
|
4
|
BlackRock Municipal Income Investment Trust
|
|
BBF
|
|
31-Jul
|
|
5
|
BlackRock Municipal Bond Trust
|
|
BBK
|
|
31-Aug
|
|
4
|
BlackRock Virginia Municipal Bond Trust
|
|
BHV
|
|
31-Aug
|
|
4
|
BlackRock Municipal Bond Investment Trust
|
|
BIE
|
|
31-Aug
|
|
4
|
BlackRock California Municipal 2018 Term Trust
|
|
BJZ
|
|
31-Dec
|
|
5
|
BlackRock New Jersey Municipal Bond Trust
|
|
BLJ
|
|
31-Aug
|
|
4
|
BlackRock Municipal 2018 Term Trust
|
|
BPK
|
|
31-Dec
|
|
5
|
BlackRock Pennsylvania Strategic Municipal Trust
|
|
BPS
|
|
30-Apr
|
|
5
|
BlackRock New York Municipal Bond Trust
|
|
BQH
|
|
31-Aug
|
|
4
|
BlackRock Maryland Municipal Bond Trust
|
|
BZM
|
|
31-Aug
|
|
4
|
BlackRock Investment Quality Municipal Income Trust
|
|
RFA
|
|
31-Jul
|
|
5
|
D-1
(This page intentionally left blank)
Appendix E
Standing and Other Operating Committees of the Boards
The business and affairs of each Fund are managed by or under the direction of its Board.
Standing Committees.
The Board of each Fund has established the following standing committees:
Audit Committee.
Each Board has
a standing Audit Committee composed of Karen P. Robards (Chair), Michael J.
Castellano, Frank J. Fabozzi, James T. Flynn and W. Carl Kester, all of whom are
Independent Board Members. The principal responsibilities of the Audit Committee
are to assist the Board in fulfilling its oversight responsibilities relating to
the accounting and financial reporting polices and practices of the Fund. The
Audit Committees responsibilities include, without limitation: (i)
approving the selection, retention, termination and compensation of the
Funds independent registered public accounting firm (the independent
auditors) and evaluating the independence and objectivity of the
independent auditors; (ii) approving all audit engagement terms and fees for the
Fund; (iii) reviewing the conduct and results of each audit; (iv) reviewing any
issues raised by the independent auditor 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 to any such issues; (v) reviewing and
discussing the Funds audited and unaudited financial statements and
disclosure in the Funds shareholder reports relating to the Funds
performance; (vi) assisting the Board in considering the performance of the
Funds internal audit function provided by its investment adviser,
administrator, pricing agent or other service provider; and (vii) resolving any
disagreements between Fund management and the independent auditors regarding
financial reporting.
A copy of the Audit Committee Charter for each Fund can be found in the Corporate Governance section of the BlackRock Closed-End Fund website at www.blackrock.com.
Governance and Nominating Committee.
Each Board has a standing Governance and Nominating Committee (the Governance Committee) composed of R. Glenn Hubbard (Chair), Richard E. Cavanagh, Kathleen F. Feldstein and Jerrold B. Harris, all of whom are Independent Board Members.
The principal responsibilities of the Governance Committee are: (i) identifying individuals qualified to serve as Independent Board Members and recommending Independent Board Nominees for election by shareholders or appointment by the Board; (ii) advising the Board with respect to Board composition, procedures and committees (other than the Audit Committee); (iii) overseeing periodic self-assessments of the Board and committees of the Board (other than the Audit Committee); (iv) reviewing and making recommendations in respect of Independent Board Member compensation; (v) monitoring corporate governance matters and making recommendations in respect thereof to the Board; and (vi) acting as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to the Independent Board Members.
The Governance Committee of each
Board seeks to identify individuals to serve on the Board who have a diverse
range of viewpoints, qualifications, experiences, backgrounds and skill sets so
that the Board will be better suited to fulfill its responsibility of overseeing
the Funds activities. In so doing, the Governance Committee reviews the
size of the Board, the ages of the current Board Members and their tenure on the
Board, and the skills, background and experiences of the Board Members in light
of the issues facing the Fund in determining whether one or more new Board
Members should be added to the Board. The Board as a group strives to achieve
diversity in terms of gender, race and geographic location. The Governance
Committee believes that the Board Members as a group possess the array of
skills, experiences and backgrounds necessary to guide the Fund. The Board
Members biographies included in the Proxy Statement highlight the
diversity and breadth of skills, qualifications and expertise that the Board
Members bring to the Fund.
E-1
Each Governance Committee may consider
nominations for Board Members made by the Funds shareholders as it deems
appropriate. Under each Funds By-laws, shareholders must follow certain
procedures to nominate a person for election as a Board Member at an annual or
special meeting, or to introduce an item of business at an annual meeting. Under
these advance notice procedures, shareholders must submit the proposed nominee
or item of business by delivering a notice to the Secretary of the Funds at
their principal executive offices. Each Fund must receive notice of a
shareholders intention to introduce a nomination or proposed item of
business for an annual meeting not less than 120 days nor more than 150 days
before the anniversary of the prior years meeting. Assuming that the 2012
annual meeting of a Fund is held within 25 days of July 28, 2012, the Fund must
receive notice pertaining to the 2012 annual meeting of shareholders no earlier
than Wednesday, February 29, 2012 and no later than Friday, March 30, 2012.
However, if a Fund holds its 2012 annual meeting on a date that is not within 25
days before or after July 28, 2012, such Fund must receive the notice no later
than ten days after the earlier of the date the Fund first provides notice of
the meeting to shareholders or announces it publicly.
Each Funds By-laws provide that notice of a proposed nomination must include certain information about the shareholder and the nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business, and certain other information about the shareholder.
Further, each Fund has adopted Board Member qualification requirements which can be found in each Funds By-laws and are applicable to all Board Members that may be nominated, elected, appointed, qualified or seated to serve as Board Members. The qualification requirements include: (i) age limits; (ii) limits on service on other boards; (iii) restrictions on relationships with investment advisers other than BlackRock; and (iv) character and fitness requirements. Additionally, each Independent Board Member must not be an interested person of the Fund as defined under Section 2(a)(19) of the 1940 Act and may not be or have certain relationships with a shareholder owning more than five percent of the Funds voting securities or owning other percentage ownership interests in registered investment companies. Reference is made to each Funds By-laws for more details.
A copy of the Governance Committee Charter for each Fund can be found in the Corporate Governance section of the BlackRock Closed-End Fund website at www.blackrock.com.
Compliance Committee.
Each
Fund has a Compliance Committee composed of Jerrold B. Harris (Chair), Richard
E. Cavanagh, Kathleen F. Feldstein and R. Glenn Hubbard, all of whom are
Independent Board Members. The Compliance Committees purpose is to assist
the Board in fulfilling its responsibility with respect to the oversight of
regulatory and fiduciary compliance matters involving the Fund, the fund-related
activities of BlackRock, and any subadvisor and the Funds other third
party service providers. The Compliance Committees responsibilities
include, without limitation: (i) overseeing the compliance policies and
procedures of the Fund and its service providers; (ii) reviewing information on
and, where appropriate, recommending policies concerning the Funds
compliance with applicable law; (iii) reviewing information on any significant
correspondence with or other actions by regulators or governmental agencies with
respect to the Fund and any employee complaints or published reports that raise
concerns regarding compliance matters; and (iv) reviewing reports from and
making certain recommendations in respect of the Funds Chief Compliance
Officer, including, without limitation, determining the amount and structure of
the Chief Compliance Officers compensation. Each Board has adopted a
written charter for each Compliance Committee.
Performance Oversight Committee.
Each Fund has a Performance Oversight Committee composed of Frank J. Fabozzi (Chair), Michael J. Castellano, Richard E. Cavanagh, Kathleen F. Feldstein, James T. Flynn, Jerrold B. Harris, R. Glenn Hubbard, W. Carl Kester and Karen P. Robards, all of whom are Independent Board Members. The Performance Oversight Committees purpose is to assist the Board in fulfilling its responsibility to oversee the Funds investment performance relative to the Funds investment objective(s), policies and practices. The Performance
E-2
Oversight Committees responsibilities include, without limitation: (i) reviewing the Funds investment objective(s), policies and practices; (ii) recommending to the Board any required action in respect of changes in fundamental and non-fundamental investment restrictions; (iii) reviewing information on appropriate benchmarks and competitive universes; (iv) reviewing the Funds investment performance relative to such benchmarks; (v) reviewing information on unusual or exceptional investment matters; (vi) reviewing whether the Fund has complied with its investment polices and restrictions; and (vii) overseeing policies, procedures and controls regarding valuation of the Funds investments. The Boards have adopted a written charter for each Performance Oversight Committee.
Executive Committee.
Each Fund has an Executive Committee composed of Richard E. Cavanagh and Karen P. Robards, both of whom are Independent Board Members, and Richard S. Davis, who serves as an interested Board Member. Mr. Davis advised the Board of his intention to resign his position as a Class II Board Member on the date of the joint annual meeting of shareholders. If elected to the Board, it is anticipated that Paul L. Audet will join the Executive Committee. The principal responsibilities of the Executive Committee include, without limitation: (i) acting on routine matters between meetings of the Board; (ii) acting on such matters as may require urgent action between meetings of the Board; and (iii) exercising such other authority as may from time to time be delegated to the Executive Committee by the Board. The Boards have adopted a written charter for each Executive Committee.
Other Operating Committees.
The Funds also have adopted the following
ad hoc
committees.
Ad Hoc AMPS Committee.
Each Fund has
an
ad hoc
Committee on Auction Market Preferred Shares (the AMPS
Committee) composed of Richard E. Cavanagh (Chair), Karen P. Robards,
Frank J. Fabozzi, Henry Gabbay and W. Carl Kester. Since February 2008, most
auction rate preferred shares, including the AMPS, have been unable to hold
successful auctions and AMPS holders have faced reduced liquidity. The AMPS
Committee was formed to monitor issues arising from recent market turmoil and
oversee efforts to address the effects of reduced AMPS liquidity on each Fund
and to evaluate the liquidity considerations of the AMPS holders, each in a
manner consistent with each Funds and its shareholders best
interests and investment strategies. As of the date of this Proxy Statement, the
AMPS Committee has met 18 times in the last calendar year and 51 times since its
formation. As of the date of this Proxy Statement, the total amount of announced
redemptions of auction market preferred shares across the Closed-End Complex,
including the Funds, equaled $5.57 billion, which represents approximately 56.7%
of all auction market preferred shares outstanding for the Closed-End Complex as
of February 2008. The Funds are currently exploring alternative forms of
leverage in order to provide liquidity to holders of AMPS, including, among
other things, the issuance of variable rate demand preferred shares (VRDP
Shares), a relatively new form of preferred stock that includes a put
feature, which makes the securities eligible for purchase by money market funds.
Thus far, 12 BlackRock Closed-End Funds have issued VRDP Shares and redeemed
their AMPS. The Funds continue to explore the use of additional alternative
forms of leverage such as tender option bonds and alternative forms of preferred
stock (including VRDP Shares) which have been successfully used in some form by
certain BlackRock Closed-End Funds.
E-3
Each Audit Committee, each Governance Committee, each Compliance Committee, each Performance Oversight Committee, each Executive Committee and each AMPS Committee met the following number of times for each Funds most recent fiscal year:
Fund
|
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
|
BAF
|
31-Aug
|
5
|
3
|
6
|
3
|
2
|
14
|
BBF
|
31-Jul
|
5
|
4
|
6
|
4
|
1
|
13
|
BBK
|
31-Aug
|
5
|
3
|
6
|
3
|
1
|
14
|
BHV
|
31-Aug
|
5
|
3
|
6
|
3
|
1
|
14
|
BIE
|
31-Aug
|
5
|
3
|
6
|
3
|
2
|
14
|
BJZ
|
31-Dec
|
7
|
4
|
7
|
4
|
3
|
18
|
BLJ
|
31-Aug
|
5
|
3
|
6
|
3
|
1
|
14
|
BPK
|
31-Dec
|
7
|
4
|
7
|
4
|
3
|
18
|
BPS
|
30-Apr
|
10
|
6
|
7
|
4
|
4
|
17
|
BQH
|
31-Aug
|
5
|
3
|
6
|
3
|
2
|
14
|
BZM
|
31-Aug
|
5
|
3
|
6
|
3
|
1
|
14
|
RFA
|
31-Jul
|
5
|
4
|
6
|
4
|
1
|
13
|
Joint Product Pricing
Committee.
The Boards of the Equity-Liquidity Complex, the Equity-Bond
Complex and the Closed-End Complex established the
ad hoc
Joint Product
Pricing Committee composed of nine members drawn from the members serving on the
Boards of these BlackRock Fund Complexes. Karen P. Robards and Jerrold B. Harris
currently are members of the Joint Product Pricing Committee representing the
Closed-End Complex. Five Independent Board Members representing the Equity-Bond
Complex and two Independent Board Members representing the Equity-Liquidity
Complex serve on the Joint Product Pricing Committee. The Joint Product Pricing
Committee is chaired by John F. OBrien. The purpose of the Joint Product
Pricing Committee is to review the components and pricing structure of the
non-money market funds in the BlackRock Fund Complexes. The Joint Product
Pricing Committee was formed on June 4, 2009, and for the calendar year 2010,
the Joint Product Pricing Committee met 10 times.
E-4
Appendix F
Executive Officers of the Funds
The executive officers of each Fund, their address, 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 table below.
Each executive officer is an interested person of the Funds (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 Executive Officers
Name, Address
and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of Office
and Length of
Time Served
|
|
Principal Occupations(s)
During Past 5 Years
|
John Perlowski
|
|
President and
|
|
Annual; Since
|
|
Managing Director of BlackRock, Inc. since 2009; Global
|
55 East 52nd Street
|
|
Chief Executive
|
|
2011
|
|
Head of BlackRock Fund Administration since 2009;
|
New York, NY 10055
|
|
Officer
|
|
|
|
Managing Director and Chief Operating Officer of the
|
|
|
|
|
|
|
Global Product Group at Goldman Sachs Asset
|
1964
|
|
|
|
|
|
Management, L.P. from 2003 to 2009; Treasurer of
|
|
|
|
|
|
|
Goldman Sachs Mutual Funds from 2003 to 2009 and
|
|
|
|
|
|
|
Senior Vice President thereof from 2007; Director of
|
|
|
|
|
|
|
Goldman Sachs Offshore Funds from 2002 to 2009.
|
|
|
|
|
|
|
|
Anne Ackerley
|
|
Vice President
|
|
Annual; Since
|
|
Managing Director of BlackRock, Inc. since 2000;
|
55 East 52nd Street
|
|
|
|
2007
|
|
President and Chief Executive Officer of the BlackRock-
|
New York, NY 10055
|
|
|
|
|
|
advised funds from 2009 to 2011; Vice President of the
|
|
|
|
|
|
|
BlackRock-advised funds from 2007 to 2009; Chief
|
1962
|
|
|
|
|
|
Operating Officer of BlackRocks Global Client Group
|
|
|
|
|
|
|
since 2009; Chief Operating Officer of BlackRocks U.S.
|
|
|
|
|
|
|
Retail Group from 2006 to 2009; Head of BlackRocks
|
|
|
|
|
|
|
Mutual Fund Group from 2000 to 2006.
|
|
|
|
|
|
|
|
Brendan Kyne
|
|
Vice President
|
|
Annual; Since
|
|
Managing Director of BlackRock, Inc. since 2010;
|
55 East 52nd Street
|
|
|
|
2009
|
|
Director of BlackRock, Inc. from 2008 to 2009; Head of
|
New York, NY 10055
|
|
|
|
|
|
Product Development and Management for BlackRocks
|
|
|
|
|
|
|
U.S. Retail Group since 2009; Co-head of Product
|
1977
|
|
|
|
|
|
Development and Management for BlackRocks U.S.
|
|
|
|
|
|
|
Retail Group from 2007 to 2009; Vice President of
|
|
|
|
|
|
|
BlackRock, Inc. from 2005 to 2008.
|
|
|
|
|
|
|
|
Neal J. Andrews
|
|
Chief Financial
|
|
Annual; Since
|
|
Managing Director of BlackRock, Inc. since 2006; Senior
|
55 East 52nd Street
|
|
Officer
|
|
2007
|
|
Vice President and Line of Business Head of Fund
|
New York, NY 10055
|
|
|
|
|
|
Accounting and Administration at PNC Global Investment
|
|
|
|
|
|
|
Servicing (US) Inc. from 1992 to 2006.
|
1966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay M. Fife
|
|
Treasurer
|
|
Annual; Since
|
|
Managing Director of BlackRock, Inc. since 2007;
|
55 East 52nd Street
|
|
|
|
2007
|
|
Director of BlackRock, Inc. in 2006; Assistant Treasurer
|
New York, NY 10055
|
|
|
|
|
|
of the Merrill Lynch Investment Managers, L.P. (MLIM)
|
|
|
|
|
|
|
and Fund Asset Management L.P. advised Funds from
|
1970
|
|
|
|
|
|
2005 to 2006; Director of MLIM Fund Services Group
|
|
|
|
|
|
|
from 2001 to 2006.
|
|
|
|
|
|
|
|
Brian P. Kindelan
|
|
Chief
|
|
Annual; Since
|
|
CCO of the BlackRock-advised Funds since 2007;
|
55 East 52nd Street
|
|
Compliance
|
|
2007
|
|
Managing Director and Senior Counsel of BlackRock, Inc.
|
New York, NY 10055
|
|
Officer (CCO)
|
|
|
|
since 2005.
|
|
|
and Anti-Money
|
|
|
|
|
1959
|
|
Laundering
|
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
Ira P. Shapiro
|
|
Secretary
|
|
Annual; Since
|
|
Managing Director of BlackRock, Inc. since 2009;
|
55 East 52nd Street
|
|
|
|
2010
|
|
Managing Director and Associate General Counsel of
|
New York, NY 10055
|
|
|
|
|
|
Barclays Global Investors from 2008 to 2009; Principal
|
|
|
|
|
|
|
thereof from 2004 to 2008.
|
1963
|
|
|
|
|
|
|
With the exception of the CCO, executive officers receive no compensation from the Funds. The Funds compensate the CCO for his services as their CCO.
F-1
(This page intentionally left blank)
Appendix G
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
|
Fund
|
|
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 ($)
|
BAF*
|
|
31-Aug
|
|
31,784
|
|
28,900
|
|
3,500
|
|
3,500
|
BBF
|
|
31-Jul
|
|
28,300
|
|
28,300
|
|
3,500
|
|
3,500
|
BBK*
|
|
31-Aug
|
|
32,977
|
|
28,900
|
|
3,500
|
|
3,500
|
BHV*
|
|
31-Aug
|
|
18,250
|
|
17,700
|
|
3,500
|
|
3,500
|
BIE*
|
|
31-Aug
|
|
29,432
|
|
28,300
|
|
3,500
|
|
3,500
|
BJZ
|
|
31-Dec
|
|
27,500
|
|
27,500
|
|
3,500
|
|
3,500
|
BLJ*
|
|
31-Aug
|
|
28,972
|
|
28,200
|
|
3,500
|
|
3,500
|
BPK
|
|
31-Dec
|
|
28,200
|
|
28,200
|
|
3,500
|
|
3,500
|
BPS
|
|
30-Apr
|
|
21,100
|
|
20,200
|
|
3,500
|
|
3,500
|
BQH*
|
|
31-Aug
|
|
29,150
|
|
28,200
|
|
3,500
|
|
3,500
|
BZM*
|
|
31-Aug
|
|
28,886
|
|
28,200
|
|
3,500
|
|
3,500
|
RFA
|
|
31-Jul
|
|
18,200
|
|
18,200
|
|
3,500
|
|
3,500
|
*
|
After the filing with the SEC of the Annual Shareholder Report for each of BAF, BBK, BHV, BIE, BLJ, BQH and BZM additional fees were incurred with respect to the completion of such Funds audit for its 2010 fiscal year. These funds were responsible for only a portion of the additional audit fees, and BlackRock and the accounting agent, State Street Bank and Trust Company, paid the remaining balance, all as set forth below
|
August 2010 Audit Overages for certain BlackRock Closed-End Funds
Fund
|
|
|
|
Total
by Fund ($)
|
|
Additional
Fee Billed
to Fund ($)
|
|
Paid by
Accounting
Agent ($)
|
|
Paid by
BlackRock ($)
|
BAF
|
|
|
|
2,884
|
|
1,627
|
|
942
|
|
315
|
BBK
|
|
|
|
4,077
|
|
1,966
|
|
1,138
|
|
973
|
BHV
|
|
|
|
550
|
|
310
|
|
180
|
|
60
|
BIE
|
|
|
|
1,132
|
|
639
|
|
370
|
|
124
|
BLJ
|
|
|
|
772
|
|
436
|
|
252
|
|
84
|
BQH
|
|
|
|
950
|
|
536
|
|
310
|
|
104
|
BZM
|
|
|
|
686
|
|
387
|
|
224
|
|
75
|
|
Tax Fees and All Other Fees
|
|
|
|
|
|
Audit Fees
|
|
Audit-Related Fees
|
Fund
|
|
Fiscal
Year End
|
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior to Most
Recent
Fiscal Year
End ($)
|
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior to Most
Recent
Fiscal Year
End ($)
|
BAF
|
|
31-Aug
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
BBF
|
|
31-Jul
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
BBK
|
|
31-Aug
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
BHV
|
|
31-Aug
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
BIE
|
|
31-Aug
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
BJZ
|
|
31-Dec
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
BLJ
|
|
31-Aug
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
BPK
|
|
31-Dec
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
BPS
|
|
30-Apr
|
|
6,800
|
|
6,100
|
|
0
|
|
0
|
BQH
|
|
31-Aug
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
BZM
|
|
31-Aug
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
RFA
|
|
31-Jul
|
|
6,100
|
|
6,100
|
|
0
|
|
1,028
|
G-1
Fees for non-audit services provided to each Funds Affiliated Service Providers for which pre-approval by the Audit Committee was required:
|
|
|
|
Audit-Related Fees
(1)
|
|
Tax Fees
|
|
All Other Fees
|
Fund
|
|
Fiscal
Year End
|
|
Most
Recent
Fiscal
Year ($)
|
|
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 ($)
|
BAF
|
|
31-Aug
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
BBF
|
|
31-Jul
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
BBK
|
|
31-Aug
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
BHV
|
|
31-Aug
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
BIE
|
|
31-Aug
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
BJZ
|
|
31-Dec
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
BLJ
|
|
31-Aug
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
BPK
|
|
31-Dec
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
BPS
|
|
30-Apr
|
|
0
|
|
10,777
|
|
0
|
|
0
|
|
0
|
|
0
|
BQH
|
|
31-Aug
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
BZM
|
|
31-Aug
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
RFA
|
|
31-Jul
|
|
10,777
|
|
402,500
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The significant decrease in fees in the most recent fiscal year is due to the fact that the services rendered in the preceding fiscal year for a review of compliance policies and procedures were not performed by the Funds independent registered public accountants in the most recent fiscal year so no pre-approval was required by the Audit Committee.
|
Aggregate non-audit fees for services provided to each Fund and its Affiliated Service Providers, regardless of whether pre-approval was required:
|
|
|
|
Aggregate Non-Audit Fees
(1)
|
Fund
|
|
Fiscal Year End
|
|
Most Recent
Fiscal Year ($)
|
|
Fiscal Year
Prior to Most
Recent
Fiscal Year
End ($)
|
BAF
|
|
31-Aug
|
|
20,377
|
|
413,128
|
BBF
|
|
31-Jul
|
|
20,377
|
|
413,128
|
BBK
|
|
31-Aug
|
|
20,377
|
|
413,128
|
BHV
|
|
31-Aug
|
|
20,377
|
|
413,128
|
BIE
|
|
31-Aug
|
|
20,377
|
|
413,128
|
BJZ
|
|
31-Dec
|
|
20,377
|
|
413,128
|
BLJ
|
|
31-Aug
|
|
20,377
|
|
413,128
|
BPK
|
|
31-Dec
|
|
20,377
|
|
413,128
|
BPS
|
|
30-Apr
|
|
10,300
|
|
20,377
|
BQH
|
|
31-Aug
|
|
20,377
|
|
413,128
|
BZM
|
|
31-Aug
|
|
20,377
|
|
413,128
|
RFA
|
|
31-Jul
|
|
20,377
|
|
413,128
|
(1)
|
The significant decrease in fees in the most recent fiscal year is due to the fact that the services rendered in the preceding fiscal year for a review of compliance policies and procedures were not performed by the Funds independent registered public accountants in the most recent fiscal year so no pre-approval was required by the Audit Committee.
|
G-2
Appendix H
5% Beneficial Share Ownership
As of May 23, 2011, to the best knowledge of each Fund, the following persons beneficially owned more than 5% of the outstanding shares of the class of the Funds indicated:
Fund
|
|
Investor
|
|
Address
|
|
Common
Shares Held
|
|
Common
Shares %
Held
|
|
AMPS
Held
|
|
AMPS %
Held
|
BJZ
|
|
Bank of America
|
|
Bank of America Corporate Center
|
|
|
|
|
|
|
881
|
|
39.67
|
%
|
|
|
Corporation
(1)
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America,
|
|
101 South Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
N.A.
(1)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Ridge
|
|
214 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, LLC
(1)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BAF
|
|
First Trust
|
|
120 East Liberty Drive, Suite 400
|
|
1,019,236
|
|
11.70
|
%
|
|
|
|
|
|
|
|
Portfolios L.P.
(2)
|
|
Wheaton, Illinois 60187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Trust
|
|
120 East Liberty Drive, Suite 400
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisors L.P.
(2)
|
|
Wheaton, Illinois 60187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Charger
|
|
120 East Liberty Drive, Suite 400
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
(2)
|
|
Wheaton, Illinois 60187
|
|
|
|
|
|
|
|
|
|
|
|
BAF
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
921
|
|
54.46
|
%
|
|
|
Markets Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
Products Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets Holdings
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Inc.
(3)
|
|
399 Park Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
|
BAF
|
|
Karpus
|
|
183 Sullys Trail Rd
|
|
|
|
|
|
|
265
|
|
15.67
|
%
|
|
|
Management, Inc
|
|
Pittsford, New York 14534
|
|
|
|
|
|
|
|
|
|
|
|
BAF
|
|
UBS AG
|
|
Bahnhofstrasse 45
|
|
|
|
|
|
|
280
|
|
16.56
|
%
|
|
|
|
|
PO Box CH-8021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zurich, Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RFA
|
|
Karpus
|
|
183 Sullys Trail Rd
|
|
|
|
|
|
|
71
|
|
38.80
|
%
|
|
|
Management, Inc
|
|
Pittsford, New York 14534
|
|
|
|
|
|
|
|
|
|
|
|
RFA
|
|
Morgan Stanley
(4)
|
|
1585 Broadway
|
|
|
|
|
|
|
59
|
|
32.24
|
%
|
|
|
|
|
New York, NY 10036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Morgan Stanley
|
|
1585 Broadway
|
|
|
|
|
|
|
|
|
|
|
|
|
& Co.
|
|
New York, NY 10036
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BZM
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
420
|
|
65.63
|
%
|
|
|
Markets Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
Products Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets Holdings
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Inc.
(3)
|
|
399 Park Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
|
BZM
|
|
Bank of America
|
|
Bank of America Corporate Center
|
|
|
|
|
|
|
57
|
|
8.91
|
%
|
|
|
Corporation
(5)
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
H-1
Fund
|
|
Investor
|
|
Address
|
|
Common
Shares Held
|
|
Common
Shares %
Held
|
|
AMPS
Held
|
|
AMPS %
Held
|
BZM
|
|
Merrill Lynch,
|
|
Bank of America Corporate Center
|
|
|
|
|
|
|
|
|
|
|
|
Pierce, Fenner &
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
Smith, Inc.
(5)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Ridge
|
|
214 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
Investments, LLC
(5)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BZM
|
|
Karpus
|
|
183 Sullys Trail Rd
|
|
|
|
|
|
110
|
|
17.19
|
%
|
|
|
Management, Inc
|
|
Pittsford, New York 14534
|
|
|
|
|
|
|
|
|
|
|
BPK
|
|
Bank of America
|
|
Bank of America Corporate Center
|
|
|
|
|
|
2,115
|
|
39.50
|
%
|
|
|
Corporation
(6)
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America,
|
|
101 South Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
N.A.
(6)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
Merrill Lynch,
|
|
Bank of America Corporate Center
|
|
|
|
|
|
|
|
|
|
|
|
Pierce, Fenner &
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
Smith, Inc.
(6)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Ridge
|
|
214 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
Investments, LLC
(6)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BPK
|
|
UBS AG
|
|
Bahnhofstrasse 45
|
|
|
|
|
|
465
|
|
8.69
|
%
|
|
|
|
|
PO Box CH-8021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zurich, Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BIE
|
|
Bank of America
|
|
Bank of America Corporate Center
|
|
|
|
|
|
53
|
|
7.42
|
%
|
|
|
Corporation
(7)
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Ridge
|
|
214 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
Investments, LLC
(7)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BIE
|
|
Karpus
|
|
183 Sullys Trail Rd
|
|
|
|
|
|
276
|
|
38.66
|
%
|
|
|
Management, Inc
|
|
Pittsford, New York 14534
|
|
|
|
|
|
|
|
|
|
|
BIE
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
310
|
|
43.42
|
%
|
|
|
Markets Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Financial
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Products Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Markets Holdings
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Inc.
(3)
|
|
399 Park Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
BBK
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
714
|
|
22.34
|
%
|
|
|
Markets Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Financial
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Products Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Markets Holdings
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Inc.
(3)
|
|
399 Park Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
BBK
|
|
Bank of America
|
|
Bank of America Corporate Center
|
|
|
|
|
|
567
|
|
17.74
|
%
|
|
|
Corporation
(1)
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America,
|
|
101 South Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
N.A.
(1)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Ridge
|
|
214 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
Investments, LLC
(1)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBK
|
|
Karpus
|
|
183 Sullys Trail Rd
|
|
|
|
|
|
690
|
|
21.59
|
%
|
|
|
Management, Inc
|
|
Pittsford, New York 14534
|
|
|
|
|
|
|
|
|
|
H-2
Fund
|
|
Investor
|
|
Address
|
|
Common
Shares Held
|
Common
Shares %
Held
|
|
AMPS
Held
|
|
AMPS %
Held
|
BBF
|
|
Karpus
|
|
183 Sullys Trail Rd
|
|
|
|
|
|
|
198
|
|
14.45
|
%
|
|
|
Management, Inc
|
|
Pittsford, New York 14534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBF
|
|
Bank of America
|
|
Bank of America Corporate Center
|
|
|
|
|
|
|
461
|
|
33.65
|
%
|
|
|
Corporation
(1)
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America,
|
|
101 South Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
N.A.
(1)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Ridge
|
|
214 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, LLC
(1)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBF
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
306
|
|
22.34
|
%
|
|
|
Markets Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
Products Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets Holdings
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Inc.
(3)
|
|
399 Park Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
|
BBF
|
|
UBS AG
|
|
Bahnhofstrasse 45
|
|
|
|
|
|
|
224
|
|
16.35
|
%
|
|
|
|
|
PO Box CH-8021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zurich, Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BLJ
|
|
First Trust
|
|
120 East Liberty Drive, Suite 400
|
|
150,506
|
|
6.50
|
%
|
|
|
|
|
|
|
|
Portfolios L.P.
(2)
|
|
Wheaton, Illinois 60187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Trust
|
|
120 East Liberty Drive, Suite 400
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisors L.P.
(2)
|
|
Wheaton, Illinois 60187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Charger
|
|
120 East Liberty Drive, Suite 400
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
(2)
|
|
Wheaton, Illinois 60187
|
|
|
|
|
|
|
|
|
|
|
|
BLJ
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
133
|
|
17.71
|
%
|
|
|
Markets Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
Products Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets Holdings
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Inc.
(3)
|
|
399 Park Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
|
BLJ
|
|
Bank of America
|
|
Bank of America Corporate Center
|
|
|
|
|
|
|
192
|
|
25.57
|
%
|
|
|
Corporation
(7)
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Ridge
|
|
214 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, LLC
(7)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BLJ
|
|
UBS AG
|
|
Bahnhofstrasse 45
|
|
|
|
|
|
|
94
|
|
12.52
|
%
|
|
|
|
|
PO Box CH-8021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zurich, Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BLJ
|
|
Karpus
|
|
183 Sullys Trail Rd
|
|
|
|
|
|
|
226
|
|
30.09
|
%
|
|
|
Management, Inc
|
|
Pittsford, New York 14534
|
|
|
|
|
|
|
|
|
|
|
|
BQH
|
|
Bulldog Investors,
|
|
250 Pehle Avenue, Suite 708
|
|
|
|
|
|
|
200
|
|
22.60
|
%
|
|
|
Brooklyn Capital
|
|
Saddle Brook, NJ 07663
|
|
|
|
|
|
|
|
|
|
|
|
|
Management,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phillip Goldstein
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Andrew
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dakos
|
|
|
|
|
|
|
|
|
|
|
|
|
H-3
|
|
|
|
|
|
|
|
Common
Shares %
Held
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares Held
|
|
AMPS
Held
|
|
AMPS %
Held
|
Fund
|
|
Investor
|
|
Address
|
BQH
|
|
RiverNorth Capital
|
|
325 North LaSalle Street,
|
|
|
|
|
|
123
|
|
13.90
|
%
|
|
|
Management,
|
|
Suite 645
|
|
|
|
|
|
|
|
|
|
|
|
LLC
|
|
Chicago, IL 60654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BQH
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
244
|
|
27.57
|
%
|
|
|
Markets Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
Products Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Markets Holdings
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Inc.
(3)
|
|
399 Park Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
BQH
|
|
Bank of America
|
|
Bank of America Corporate Center
|
|
|
|
|
|
113
|
|
12.77
|
%
|
|
|
Corporation
(7)
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Ridge
|
|
214 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
Investments, LLC
(7)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BHV
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
146
|
|
31.26
|
%
|
|
|
Markets Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
Products Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Markets Holdings
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Inc.
(3)
|
|
399 Park Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
BHV
|
|
UBS AG
|
|
Bahnhofstrasse 45
|
|
|
|
|
|
36
|
|
7.71
|
%
|
|
|
|
|
PO Box CH-8021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zurich, Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BHV
|
|
Karpus
|
|
183 Sullys Trail Rd
|
|
|
|
|
|
191
|
|
40.90
|
%
|
|
|
Management, Inc
|
|
Pittsford, New York 14534
|
|
|
|
|
|
|
|
|
|
|
BPS
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
197
|
|
30.17
|
%
|
|
|
Markets Inc.
(3)
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
Products Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Global
|
|
388 Greenwich Street
|
|
|
|
|
|
|
|
|
|
|
|
Markets Holdings
|
|
New York, NY 10013
|
|
|
|
|
|
|
|
|
|
|
|
Inc.
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CitiGroup Inc.
(3)
|
|
399 Park Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York, NY 10043
|
|
|
|
|
|
|
|
|
|
|
BPS
|
|
Bank of America
|
|
Bank of America Corporate Center
|
|
|
|
|
|
109
|
|
16.69
|
%
|
|
|
Corporation
(7)
|
|
100 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Ridge
|
|
214 North Tryon Street
|
|
|
|
|
|
|
|
|
|
|
|
Investments, LLC
(7)
|
|
Charlotte, North Carolina 28255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BPS
|
|
UBS AG
|
|
Bahnhofstrasse 45
|
|
|
|
|
|
109
|
|
16.69
|
%
|
|
|
|
|
PO Box CH-8021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zurich, Switzerland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BPS
|
|
Karpus
|
|
183 Sullys Trail Rd
|
|
|
|
|
|
152
|
|
23.28
|
%
|
|
|
Management, Inc
|
|
Pittsford, New York 14534
|
|
|
|
|
|
|
|
|
|
(footnotes on following page)
H-4
(1)
|
Bank of America Corporation, Bank of America, N.A. and Blue Ridge Investments, LLC filed their schedule 13G jointly and did not differentiate holdings as to each entity.
|
|
|
(2)
|
First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their schedule 13G jointly and did not differentiate holdings as to each entity.
|
|
|
(3)
|
CitiGroup Global Markets Inc., CitiGroup Financial Products Inc., CitiGroup Global Markets Holdings Inc. and CitiGroup Inc. filed their schedule 13G jointly and did not differentiate holdings as to each entity.
|
|
|
(4)
|
Morgan Stanley and Morgan Stanley & Co. Incorporated filed their schedule 13G jointly and did not differentiate holdings as to each entity.
|
|
|
(5)
|
Bank of America Corporation, Merrill Lynch, Pierce, Fenner & Smith, Inc. and Blue Ridge Investments, LLC filed their schedule 13G jointly and did not differentiate holdings as to each entity.
|
|
|
(6)
|
Bank of America Corporation, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith, Inc. and Blue Ridge Investments, LLC filed their schedule 13G jointly and did not differentiate holdings as to each entity.
|
|
|
(7)
|
Bank of America Corporation and Blue Ridge Investments, LLC filed their schedule 13G jointly and did not differentiate holdings as to each entity.
|
H-5
BLK12-0611
[FORM OF PROXY CARD FOR COMMON SHAREHOLDERS]
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
EASY VOTING OPTIONS:
|
|
|
|
|
|
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
Follow the on-screen instructions
available 24 hours
|
|
|
|
|
|
VOTE BY TELEPHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
|
|
|
|
|
|
VOTE BY MAIL
Vote, sign and date your
Proxy Card and return it in the
postage-paid envelope
|
|
|
|
|
|
THANK YOU FOR VOTING
|
Please detach at perforation before mailing.
PROXY
|
[NAME OF FUND]
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 28, 2011
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES
|
PROXY
|
COMMON SHARES
The undersigned hereby appoints John Perlowski, Brendan Kyne and Jay Fife, and each of them, as proxies, each with the power to appoint his 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 May 31, 2011 at the Annual Meeting of Shareholders of the Fund to be held on July 28, 2011 or at any adjournments, postponements or delays thereof. The validity of this proxy is governed by [Delaware/Massachusetts] law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Annual Meeting of Shareholders.
THIS PROXY, IF 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 THE ELECTION OF EACH OF THE BOARD NOMINEES.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT
THE ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF
|
|
|
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
Note
: Please sign exactly as your name(s) appear(s) on this Proxy Card. 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 an authorized officer. If a partnership, please sign in partnership name by an authorized person.
Signature
Signature of joint owner, if any
Date
|
EVERY SHAREHOLDERS VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for [Name(s) of Fund(s)]
Term Trust Annual Meeting of Shareholders to Be Held on July 28, 2011.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/22652
Please detach at perforation before mailing.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" EACH BOARD MEMBER NOMINEE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:
g
1.
|
To Elect Board Member Nominees:
|
FOR
ALL
|
WITHHOLD
ALL
|
FOR ALL
EXCEPT
|
|
|
|
|
o
|
o
|
o
|
|
01. Paul L. Audet
|
02. Michael J. Castellano
|
03. R. Glenn Hubbard
|
|
|
|
|
|
|
|
|
|
|
|
INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
|
THE PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
[FORM OF PROXY CARD FOR PREFERRED SHAREHOLDERS]
EVERY SHAREHOLDERS VOTE IS IMPORTANT
|
|
|
EASY VOTING OPTIONS:
|
|
|
|
|
|
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
Follow the on-screen instructions
available 24 hours
|
|
|
|
|
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VOTE BY TELEPHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
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VOTE BY MAIL
Vote, sign and date your
Proxy Card and return it in the
postage-paid envelope
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THANK YOU FOR VOTING
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Please detach at perforation before mailing.
PROXY
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[NAME OF FUND]
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 28, 2011
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS/TRUSTEES
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PROXY
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PREFERRED SHARES
The undersigned hereby appoints John Perlowski, Brendan Kyne and Jay Fife, and each of them, as proxies, each with the power to appoint his 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 May 31, 2011 at the Annual Meeting of Shareholders of the Fund to be held on July 28, 2011 or at any adjournments, postponements or delays thereof. The validity of this proxy is governed by [Delaware/Massachusetts] law. This proxy does not revoke any prior powers of attorney except for prior proxies given in connection with the Annual Meeting of Shareholders.
THIS PROXY, IF 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 THE ELECTION OF EACH OF THE BOARD NOMINEES.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT
THE ANNUAL MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF
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VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE:
1-800-337-3503
Note
: Please sign exactly as your name(s) appear(s) on this Proxy Card. 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 an authorized officer. If a partnership, please sign in partnership name by an authorized person.
Signature
Signature of joint owner, if any
Date
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EVERY SHAREHOLDERS VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the [Name(s) of Fund(s)]
Term Trust Annual Meeting of Shareholders to Be Held on July 28, 2011.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/22652
Please detach at perforation before mailing.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" EACH BOARD MEMBER NOMINEE.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:
g
2.
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To Elect Board Member Nominees:
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FOR
ALL
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WITHHOLD
ALL
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FOR ALL
EXCEPT
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o
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o
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o
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01. Paul L. Audet
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02. Michael J. Castellano
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03. R. Glenn Hubbard
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04. W. Carl Kester
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INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark the box FOR ALL EXCEPT and write the nominees number on the line provided below.
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THE PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.