UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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¨ Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x Definitive Proxy Statement
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¨ Definitive Additional Materials
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¨ Soliciting Material Pursuant to § 240.14a-12 |
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BlackRock California Municipal 2018 Term Trust
BlackRock California Municipal Income Trust
BlackRock Core Bond Trust
BlackRock Credit Allocation Income Trust
BlackRock Defined Opportunity Credit Trust
BlackRock Energy and Resources Trust
BlackRock Enhanced Equity Dividend Trust
BlackRock Floating Rate Income Trust
BlackRock Florida Municipal 2020 Term Trust
BlackRock Global Opportunities Equity Trust
BlackRock Health Sciences Trust
BlackRock Income Trust, Inc.
BlackRock International Growth and Income Trust
BlackRock Investment Quality Municipal Trust, Inc.
BlackRock Limited Duration Income Trust
BlackRock Long-Term Municipal Advantage Trust
BlackRock Maryland Municipal Bond Trust
BlackRock Multi-Sector Income Trust
BlackRock MuniAssets Fund, Inc.
BlackRock Municipal 2030 Target Term Trust
BlackRock Municipal 2018 Term Trust
BlackRock Municipal 2020 Term Trust
BlackRock Municipal Bond Trust
BlackRock Municipal Income Investment Quality Trust
BlackRock Municipal Income Investment Trust
BlackRock Municipal Income Quality Trust
BlackRock Municipal Income Trust
BlackRock Municipal Income Trust II
BlackRock New Jersey Municipal Bond Trust
BlackRock New Jersey Municipal Income Trust
BlackRock New York Municipal 2018 Term Trust
BlackRock New York Municipal Bond Trust
BlackRock New York Municipal Income Quality Trust
BlackRock New York Municipal Income Trust
BlackRock New York Municipal Income Trust II
BlackRock Resources & Commodities Strategy Trust
BlackRock Science and Technology Trust
BlackRock Taxable Municipal Bond Trust
BlackRock Utility and Infrastructure Trust
BlackRock Virginia Municipal Bond Trust
The BlackRock Strategic Municipal Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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x No fee required. |
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¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
June 9, 2016
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 Tuesday, July 26, 2016, at 10:00 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 five nominees named in the enclosed joint proxy statement to the Boards of Directors or Trustees (each, a Board, the members of which are referred to as Board Members) of each Fund. Each Board has unanimously approved the five 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 possess the requisite experience in overseeing investment companies and that their election is in your best interest.
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. Attendance at the annual meeting will be limited to each Funds shareholders as of the record date, May 31, 2016 (the Record Date). If you are a record holder of a Funds shares, in order to gain admission, you must present valid photographic identification, such as a drivers license or passport. If you hold your shares of a Fund through a bank, broker or other nominee, you will also be required to show satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker or other nominee or a brokers statement indicating share ownership as of the Record Date.
If you are a registered shareholder, you may vote your shares in person by ballot at the annual meeting. If you hold your shares of a Fund 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, 2016. Certain other BlackRock Closed-End Funds not listed in Appendix A will also hold their meetings of shareholders or unitholders 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, 2016 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 LLC, the firm assisting us in the solicitation of proxies, at 1-866-328-5445.
Sincerely,
Janey Ahn
Secretary of the Funds
40 East 52nd Street, New York, NY 10022
(800) 882-0052
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: | Why am I receiving the joint proxy statement? |
A: | 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 starting on page 8 of the joint proxy statement identifies the Board Members, including the Board Nominees, for each Fund. |
Q: | Will my vote make a difference? |
A: | Your vote is very important and can make a difference in the governance and management of your Fund(s), no matter how many shares or units you own. We encourage all shareholders to participate in the governance of their Fund(s). Your vote can help ensure that the Board Nominees will be elected. |
Q: | How do the Boards of the Funds recommend that I vote? |
A: | The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that the Board Nominees possess the requisite experience 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 interest and unanimously recommend that you vote FOR each Board Nominee. |
Q: | How do I vote my shares? |
A: | You can provide voting instructions by telephone, by calling the toll-free number on the proxy card(s) or on the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on July 26, 2016 (the Notice of Internet Availability of Proxy Materials), or by going to the Internet address provided on the Notice of Internet Availability of Proxy Materials or proxy card(s) and following the instructions. If you vote by telephone or via 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. 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. |
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 valid photographic identification, such as your drivers license or passport and satisfactory proof of ownership of shares in a Fund, such as a copy of your proxy card or voting instruction form. |
If you hold your shares of a Fund through a bank, broker or other nominee, and plan to attend the meeting in person, in order to gain admission you must show valid photographic identification, such as your drivers license or passport, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker or other nominee or a brokers statement indicating ownership as of the Record Date. If you hold your shares of a Fund 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. |
Q: | Are the Funds paying for the cost of the joint proxy statement? |
A: | The costs associated with the joint proxy statement, including the printing, distribution and 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. |
The Funds and BlackRock, Inc. have retained Georgeson LLC (Georgeson), 480 Washington Boulevard, 26th Floor, Jersey City, NJ 07310, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that Georgeson will be paid approximately $99,000 for such services (including reimbursements of out-of-pocket expenses). |
Q: | Whom do I call if I have questions? |
A: | If you need more information, or have any questions about voting, please call Georgeson, the Funds proxy solicitor, at 1-866-328-5445. |
Please vote now. 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 your 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 of a Fund 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.
June 9, 2016
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 26, 2016
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 Tuesday, July 26, 2016, at 10:00 a.m. (Eastern time), to consider and vote on the proposal, as more fully described in the accompanying joint proxy statement:
PROPOSAL 1. | To elect to the Board (defined below) of your Fund(s) the five 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. |
The purpose of the meeting is to seek shareholder approval of the five nominees named in the accompanying joint proxy statement to the Boards of Directors or Trustees (each, a Board, the members of which are referred to as Board Members) of each Fund. Each Board has unanimously approved the five 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 the Board Nominees possess the requisite experience in overseeing investment companies and that their election is in your best interest.
Your Board unanimously 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, 2016 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, 2016, you may receive more than one proxy card. Certain other BlackRock Closed-End Funds will also hold their meetings of shareholders or unitholders at the place and on the date stated above, but not at the same time. If you were also a shareholder or unitholder of record on May 31, 2016 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 LLC, the firm assisting us in the solicitation of proxies, at 1-866-328-5445.
By Order of the Boards,
Janey Ahn
Secretary of the Funds
40 East 52nd Street, New York, NY 10022
(800) 882-0052
BlackRock Closed-End Funds
Holding Annual Meetings of Shareholders on July 26, 2016
Name of Fund |
Ticker | |
BlackRock California Municipal 2018 Term Trust |
BJZ | |
BlackRock California Municipal Income Trust |
BFZ | |
BlackRock Core Bond Trust |
BHK | |
BlackRock Credit Allocation Income Trust |
BTZ | |
BlackRock Defined Opportunity Credit Trust |
BHL | |
BlackRock Energy and Resources Trust |
BGR | |
BlackRock Enhanced Equity Dividend Trust |
BDJ | |
BlackRock Floating Rate Income Trust |
BGT | |
BlackRock Florida Municipal 2020 Term Trust |
BFO | |
BlackRock Global Opportunities Equity Trust |
BOE | |
BlackRock Health Sciences Trust |
BME | |
BlackRock Income Trust, Inc. |
BKT | |
BlackRock International Growth and Income Trust |
BGY | |
BlackRock Investment Quality Municipal Trust, Inc. |
BKN | |
BlackRock Limited Duration Income Trust |
BLW | |
BlackRock Long-Term Municipal Advantage Trust |
BTA | |
BlackRock Maryland Municipal Bond Trust |
BZM | |
BlackRock Multi-Sector Income Trust |
BIT | |
BlackRock MuniAssets Fund, Inc. |
MUA | |
BlackRock Municipal 2030 Target Term Trust |
BTT | |
BlackRock Municipal 2018 Term Trust |
BPK | |
BlackRock Municipal 2020 Term Trust |
BKK | |
BlackRock Municipal Bond Trust |
BBK | |
BlackRock Municipal Income Investment Quality Trust |
BAF | |
BlackRock Municipal Income Investment Trust |
BBF | |
BlackRock Municipal Income Quality Trust |
BYM | |
BlackRock Municipal Income Trust |
BFK | |
BlackRock Municipal Income Trust II |
BLE | |
BlackRock New Jersey Municipal Bond Trust |
BLJ | |
BlackRock New Jersey Municipal Income Trust |
BNJ | |
BlackRock New York Municipal 2018 Term Trust |
BLH | |
BlackRock New York Municipal Bond Trust |
BQH | |
BlackRock New York Municipal Income Quality Trust |
BSE | |
BlackRock New York Municipal Income Trust |
BNY | |
BlackRock New York Municipal Income Trust II |
BFY | |
BlackRock Resources & Commodities Strategy Trust |
BCX | |
BlackRock Science and Technology Trust |
BST | |
BlackRock Taxable Municipal Bond Trust |
BBN | |
BlackRock Utility and Infrastructure Trust |
BUI | |
BlackRock Virginia Municipal Bond Trust |
BHV | |
The BlackRock Strategic Municipal Trust |
BSD |
Page | ||||
1 | ||||
5 | ||||
7 | ||||
19 | ||||
20 | ||||
22 | ||||
A-1 | ||||
B-1 | ||||
Appendix C Equity Securities Owned by Board Members and Board Nominees |
C-1 | |||
D-1 | ||||
E-1 | ||||
F-1 | ||||
G-1 | ||||
H-1 |
ANNUAL MEETING OF SHAREHOLDERS
July 26, 2016
This joint proxy statement (this Proxy Statement) is furnished in connection with the solicitation of proxies by the Boards of Directors or 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 (the 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 Tuesday, July 26, 2016, at 10:00 a.m. (Eastern time). The meeting will be held for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders to be held on July 26, 2016.
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 9, 2016.
Each Fund listed in Appendix A to this Proxy Statement is organized as a Maryland corporation (each, a Maryland Corporation) or a Delaware statutory trust (each, a Delaware Trust). The Maryland Corporations and Delaware Trusts are closed-end investment companies registered under the Investment Company Act of 1940 (the 1940 Act). A list identifying each Fund as a Maryland Corporation or a Delaware Trust is set forth in Appendix A.
Shareholders of record of a Fund as of the close of business on May 31, 2016 (the Record Date) are entitled to notice of and to vote at that Funds annual meeting of shareholders and at any and all adjournments, postponements or delays thereof. Shareholders of the Funds are entitled to one vote for each share held, with no shares having cumulative voting rights. Holders of Preferred Shares (as defined below) will have equal voting rights with the shares of common stock or common shares of beneficial interest (collectively, the Common Shares) of the Preferred Funds (as defined below). Holders of Preferred Shares will vote together with the holders of Common Shares as a single class on each nominee to the Board of the Preferred Fund in which they own Preferred Shares, except that holders of Preferred Shares are entitled to vote separately as a class to elect two Board Members for each Preferred Fund in which they own Preferred Shares. The Board Members representing holders of Preferred Shares are Class I and Class II Board Members and are not standing for election this year. Only Class III Board Members and Catherine A. Lynch (who is a Class II Board Member), none of whom represent holders of Preferred Shares), are standing for election this year. The quorum and voting requirements for each Fund are described in the section herein entitled Vote Required and Manner of Voting Proxies.
The Preferred Shares consist of the auction preferred shares (AMPS) of BlackRock Municipal 2020 Term Trust (BKK), the variable rate muni term preferred shares (collectively, the VMTP Shares) of each of the Funds identified in Appendix A as having VMTP Shares outstanding (collectively, the VMTP Funds), the remarketable variable rate muni term preferred shares (collectively, the RVMTP Shares) of each of the Funds identified in Appendix A as having RVMTP
1
Shares outstanding (collectively, the RVMTP Funds), and the variable rate demand preferred shares (collectively, the VRDP Shares) of each of the Funds identified in Appendix A as having VRDP Shares outstanding (collectively, the VRDP Funds). The Preferred Shares are collectively defined as VMTP Shares, RVMTP Shares, VRDP Shares and AMPS. The Preferred Funds are collectively defined as the VMTP Funds, RVMTP Funds, VRDP Funds and BKK.
The number of shares outstanding of each Fund as of the close of business on the Record Date and the managed 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 April 30, 2016, no person was the beneficial owner of more than five percent of a class of a Funds outstanding shares.
The Fund(s) 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 via the Internet, please vote on the proposal affecting EACH Fund you own. If you vote by telephone or via 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 and at any and all adjournments, postponements or delays thereof. On any matter coming before the meeting as to which a shareholder has specified a choice on that shareholders proxy, the shares will be voted accordingly. If a proxy card is properly executed and returned and no choice is specified with respect to the proposal, the shares will be voted FOR the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via 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 New York address provided herein), 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, broker or other intermediary, please consult your bank, broker 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 meetings of shareholders or unitholders at the place and date stated above, but not at the same time. If you were also a shareholder or unitholder 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 valid photographic identification, such as your drivers license or passport. If you hold your shares of a Fund through a bank, broker or other nominee, and plan to attend the meeting in person, in order to gain admission you must show valid photographic identification, such as your drivers license or passport, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker or other nominee or a brokers statement indicating ownership as of the Record Date. If you hold your shares of a Fund 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
2
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.
For directions to the meeting, please contact Georgeson LLC, the firm assisting us in the solicitation of proxies, at 1-866-328-5445.
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 100 Bellevue Parkway, Wilmington, DE 19809, or by calling toll free at 1-800-882-0052. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the U.S. Securities and Exchange Commissions website at www.sec.gov.
BlackRock, Inc. (BlackRock) will update performance and certain other data for the Funds on a monthly basis on its website in the Closed-End Funds section of http://www.blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Funds. This reference to BlackRocks website is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRocks website in this Proxy Statement.
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 on 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 Delaware address and phone number provided on the prior page.
Please vote now. 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 your 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 of a Fund 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 26, 2016
The Proxy Statement is available at https://www.proxy-direct.com/blk-27816
BlackRock Closed-End Funds
100 Bellevue Parkway, Wilmington, DE 19809
(800) 882-0052
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SUMMARY OF PROPOSAL AND FUNDS VOTING
The following table shows the Funds for which the Board Nominees are standing for election.
Fund Name |
Ticker | Class I | Class II(1) | Class III(2) | Preferred Shares Nominees Standing for Election(3) | |||||
BlackRock California Municipal 2018 Term Trust |
BJZ | X | X | |||||||
BlackRock California Municipal Income Trust |
BFZ | X | X | |||||||
BlackRock Core Bond Trust |
BHK | X | X | |||||||
BlackRock Credit Allocation Income Trust |
BTZ | X | X | |||||||
BlackRock Defined Opportunity Credit Trust |
BHL | X | X | |||||||
BlackRock Energy and Resources Trust |
BGR | X | X | |||||||
BlackRock Enhanced Equity Dividend Trust |
BDJ | X | X | |||||||
BlackRock Floating Rate Income Trust |
BGT | X | X | |||||||
BlackRock Florida Municipal 2020 Term Trust |
BFO | X | X | |||||||
BlackRock Global Opportunities Equity Trust |
BOE | X | X | |||||||
BlackRock Health Sciences Trust |
BME | X | X | |||||||
BlackRock Income Trust, Inc. |
BKT | X | X | |||||||
BlackRock International Growth and Income Trust |
BGY | X | X | |||||||
BlackRock Investment Quality Municipal Trust, Inc. |
BKN | X | X | |||||||
BlackRock Limited Duration Income Trust |
BLW | X | X | |||||||
BlackRock Long-Term Municipal Advantage Trust |
BTA | X | X | |||||||
BlackRock Maryland Municipal Bond Trust |
BZM | X | X | |||||||
BlackRock Multi-Sector Income Trust |
BIT | X | X | |||||||
BlackRock MuniAssets Fund, Inc. |
MUA | X | X | |||||||
BlackRock Municipal 2030 Target Term Trust |
BTT | X | X | |||||||
BlackRock Municipal 2018 Term Trust |
BPK | X | X | |||||||
BlackRock Municipal 2020 Term Trust |
BKK | X | X | |||||||
BlackRock Municipal Bond Trust |
BBK | X | X | |||||||
BlackRock Municipal Income Investment Quality Trust |
BAF | X | X | |||||||
BlackRock Municipal Income Investment Trust |
BBF | X | X | |||||||
BlackRock Municipal Income Quality Trust |
BYM | X | X | |||||||
BlackRock Municipal Income Trust |
BFK | X | X | |||||||
BlackRock Municipal Income Trust II |
BLE | X | X | |||||||
BlackRock New Jersey Municipal Bond Trust |
BLJ | X | X | |||||||
BlackRock New Jersey Municipal Income Trust |
BNJ | X | X | |||||||
BlackRock New York Municipal 2018 Term Trust |
BLH | X | X | |||||||
BlackRock New York Municipal Bond Trust |
BQH | X | X | |||||||
BlackRock New York Municipal Income Quality Trust |
BSE | X | X | |||||||
BlackRock New York Municipal Income Trust |
BNY | X | X | |||||||
BlackRock New York Municipal Income Trust II |
BFY | X | X | |||||||
BlackRock Resources & Commodities Strategy Trust |
BCX | X | X | |||||||
BlackRock Science and Technology Trust |
BST | X | X | |||||||
BlackRock Taxable Municipal Bond Trust |
BBN | X | X | |||||||
BlackRock Utility and Infrastructure Trust |
BUI | X | X | |||||||
BlackRock Virginia Municipal Bond Trust |
BHV | X | X | |||||||
The BlackRock Strategic Municipal Trust |
BSD | X | X |
(1) | The Class II Board Nominee is Catherine A. Lynch. Please see the description herein under PROPOSAL 1 ELECTION OF BOARD NOMINEES for a more detailed discussion regarding Catherine A. Lynch. |
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(2) | The Class III Board Nominees are Richard E. Cavanagh, Cynthia L. Egan, Jerrold B. Harris and Barbara G. Novick. Each of the Class III Board Member nominees are voted upon by the common and preferred shareholders voting together as a single class. For Funds other than the Preferred Funds, each nominee is voted upon by the common shareholders voting as a single class. Please see the description herein under PROPOSAL 1 ELECTION OF BOARD NOMINEES. |
(3) | With respect to the Preferred Funds, Frank J. Fabozzi and W. Carl Kester are currently the Board Members elected solely by the owners of Preferred Shares. Frank J. Fabozzis term as a Class II Board Member and W. Carl Kesters term as a Class I Board Member are scheduled to expire in 2018 and 2017, respectively, and therefore they are not standing for election this year as Preferred Shares Nominees (as defined below). Please see the description below under PROPOSAL 1 ELECTION OF BOARD NOMINEES for a more detailed discussion regarding the Preferred Shares Nominees. |
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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). 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.
Under this classified board structure, generally only those Board Members in a single class may be replaced in any one year, and it would require a minimum of two years to change a majority of the Board and effect a change in control under normal circumstances. The Board believes that it is in the best interest of the Funds, as closed-end, exchange traded investment companies, to have a classified board structure. The classified board structure ensures that at any given time there are experienced board members serving on the Board who are familiar with the Fund; its business, operations and investment and compliance policies; and its relationships with its services providers. The Board believes that a three year term also facilitates long-term policymaking, as Board members are more free to focus on the long-term interests of the Fund and its shareholders. The Board believes that the considerations with respect to classified boards in the closed-end, exchange traded fund context are different than those for traditional operating companies, and in this regard notes that the classified board structure is expressly acknowledged by the 1940 Act, the principal regulatory regime governing the Fund and its operations.
The Class III Board Members are standing for election this year. Each Class III Board Member elected at the meeting will serve until the later of the date of the 2019 annual meeting or until his or her successor is elected and qualifies, or until his or her earlier death, resignation, retirement or removal.
With respect to the Preferred Funds, the owners of Preferred Shares are entitled to vote as a separate class to elect two of the Board Members (the Preferred Shares Nominees) for the Preferred Fund in which they own Preferred Shares. This means that owners of Common Shares are not entitled to vote in connection with the election of the Preferred Shares Nominees. However, the owners of Common Shares and the owners of Preferred Shares, 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 Preferred Shares. Frank J. Fabozzis and W. Carl Kesters terms as Board Members are scheduled to expire in 2018 and 2017, respectively, and therefore they are not standing for election this year as Preferred Shares Nominees.
The Board of each Fund appointed Catherine A. Lynch and Cynthia L. Egan as Board Members of each Fund, effective March 1, 2016 and April 1, 2016, respectively, to fill vacancies created by the retirements of two Board Members. The Board appointed Catherine A. Lynch as a Class II Board Member to fill the Class II vacancy and appointed Cynthia L. Egan as a Class III Board Member to fill the Class III vacancy. The Board has determined that it is desirable for Catherine A. Lynch to stand for election this year to serve out the term of the vacancy to which she was appointed. If Catherine A. Lynch is elected at the meeting, she will serve as a Class II Board Member until the later date of the 2018 annual meeting (when all of the Class II Board Members stand for election) or until her successor is elected and qualifies, or until her death, resignation, retirement or removal.
The Board recommends a vote FOR the election of Richard E. Cavanagh, Cynthia L. Egan, Jerrold B. Harris, Catherine A. Lynch, and Barbara G. Novick (the Board Nominees). To vote for
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the Board Nominees, please vote by telephone or via 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 and any Preferred Shares Nominees for election to the Board of each Fund and sets forth certain biographical information about the Board Members, including the Board Nominees, for all of the Funds. Please note that only the Class III Board Members, together with Catherine A. Lynch as nominee for election as a Class II Board Member, are standing for election for the Funds. Each Board Nominee was nominated by the Governance and Nominating Committee (the Governance 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 investment companies registered under the 1940 Act advised by the Advisor, including the Funds, are referred to collectively as the Closed-End Complex.
Name, Address |
Position(s) |
Term of Office and Length of Time Served* |
Principal Occupation(s) |
Number of BlackRock- Advised Registered Investment Companies (RICs) Consisting of Investment Portfolios (Portfolios) Overseen** |
Public Five Years*** | |||||
Independent Board Members/Nominees |
||||||||||
Richard E. Cavanagh (1) 55 East 52nd Street New York, NY 10055
1946 |
Chair of the Boards and Director/Trustee |
2016; from 2007 to present |
Director, The Guardian Life Insurance Company of America since 1998; Director, Arch Chemical (chemical and allied products) from 1999 to 2011; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008 and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995 to 2007. | 74 RICs consisting of 74 Portfolios |
None |
8
Name, Address |
Position(s) |
Term of Office and Length of Time Served* |
Principal Occupation(s) |
Number of BlackRock- Advised Registered Investment Companies (RICs) Consisting of Investment Portfolios (Portfolios) Overseen** |
Public Five Years*** | |||||
Karen P. Robards 55 East 52nd Street New York, NY 10055
1950 |
Vice Chair of the Boards and Director/Trustee | 2018; from 2007 to present |
Principal of Robards & Company, LLC (consulting and private investing) since 1987; Co-founder and Director of the Cooke Center for Learning and Development (a not-for-profit organization) since 1987; Investment Banker at Morgan Stanley from 1976 to 1987. | 74 RICs consisting of 74 Portfolios |
AtriCure, Inc. (medical devices); Greenhill & Co., Inc. | |||||
Michael J. Castellano 55 East 52nd Street New York, NY 10055
1946 |
Director/Trustee | 2017; from 2011 to present |
Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious (non-profit) from 2009 to June 2015; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) since 2015. | 74 RICs consisting of 74 Portfolios |
None | |||||
Cynthia L. Egan (1) 55 East 52nd Street New York, NY 10055
1955 |
Director/Trustee | 2016; from |
Advisor, U.S. Department of the Treasury from 2014 to 2015; a President at T. Rowe Price Group, Inc. from 2007 to 2012. | 73 RICs consisting of 73 Portfolios |
Unum (insurance); The Hanover Insurance Group (insurance); Envestnet (investment platform) from 2013 until 2016 | |||||
Frank J. Fabozzi (2) 55 East 52nd Street New York, NY 10055
1948 |
Director/Trustee | 2018; from 2007 to present |
Editor of and Consultant for The Journal of Portfolio Management since 2006; Professor of Finance, EDHEC Business School since 2011; Visiting Professor, Princeton University from 2013 to 2014; Professor in the Practice of Finance and Becton Fellow, Yale University School of Management from 2006 to 2011. | 74 RICs consisting of 74 Portfolios |
None |
9
Name, Address |
Position(s) |
Term of Office and Length of Time Served* |
Principal Occupation(s) |
Number of BlackRock- Advised Registered Investment Companies (RICs) Consisting of Investment Portfolios (Portfolios) Overseen** |
Public Five Years*** | |||||
Jerrold B. Harris (1) 55 East 52nd Street New York, NY 10055
1942 |
Director/Trustee | 2016; from present |
Trustee, Ursinus College from 2000 to 2012; Director, Ducks Unlimited Canada (conservation) since 2015; Director, Waterfowl Chesapeake (conservation) since 2014; Director, Ducks Unlimited, Inc. since 2013; Director, Troemner LLC (scientific equipment) since 2000; Director of Delta Waterfowl Foundation from 2010 to 2012; President and Chief Executive Officer, VWR Scientific Products Corporation from 1990 to 1999. | 74 RICs consisting of 74 Portfolios |
BlackRock Capital Investment Corp. (business development company) | |||||
R. Glenn Hubbard 55 East 52nd Street New York, NY 10055
1958 |
Director/Trustee | 2017; from present |
Dean, Columbia Business School since 2004; Faculty member, Columbia Business School since 1988. | 74 RICs consisting of 74 Portfolios |
ADP (data and information services); KKR Financial Corporation (finance) until 2014; Metropolitan Life Insurance Company (insurance) | |||||
W. Carl Kester (2) 55 East 52nd Street New York, NY 10055
1951 |
Director/Trustee | 2017; from present |
George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008, Deputy Dean for Academic Affairs from 2006 to 2010, Chairman of the Finance Unit, from 2005 to 2006, Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981. | 74 RICs consisting of 74 Portfolios |
None |
10
Name, Address |
Position(s) |
Term of Office and Length of Time Served* |
Principal Occupation(s) |
Number of BlackRock- Advised Registered Investment Companies (RICs) Consisting of Investment Portfolios (Portfolios) Overseen** |
Public Five Years*** | |||||
Catherine A. Lynch (3) 55 East 52nd Street New York, NY 10055
1961 |
Director/Trustee | 2018; from |
Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999. | 74 RICs consisting of 74 Portfolios |
None | |||||
Interested Board Members/Nominees
|
||||||||||
Barbara G. Novick (1) 55 East 52nd Street New York, NY 10055
1960 |
Director/Trustee | 2016; from 2014 to present |
Vice Chairman of BlackRock, Inc. since 2006; Chair of BlackRocks Government Relations Steering Committee since 2009; Head of the Global Client Group of BlackRock from 1988 to 2008. | 107 RICs consisting of 227 Portfolios |
None | |||||
John M. Perlowski 55 East 52nd Street New York, NY 10055
1964 |
Director/Trustee, President and Chief Executive Officer |
2017; Director/ Trustee from 2014 to present; Chief Executive Officer from 2011 to present |
Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Fund Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009. | 135 RICs consisting of 325 Portfolios |
None |
* | Date shown is the earliest date a person has served for the Funds covered by this Proxy Statement. Following the combination of Merrill Lynch Investment Managers, L.P. (MLIM) and BlackRock, Inc. 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 Funds Boards in 2007, each Board Member first became a member of the board of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; Jerrold B. Harris, 1999; R. Glenn Hubbard, 2004; W. Carl Kester, 1995 and Karen P. Robards, 1998. |
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** | For purposes of this chart, RICs refers to investment companies registered under the 1940 Act and Portfolios refers to the investment programs of the BlackRock-advised funds. The Closed-End Complex is comprised of 74 RICs. Mr. Perlowski and Ms. Novick are also board members of certain complexes of BlackRock registered open-end funds. Mr. Perlowski is also a board member of the BlackRock Equity-Bond Complex and the BlackRock Equity-Liquidity Complex, and Ms. Novick is also a board member of the BlackRock Equity-Liquidity Complex. |
*** | Directorships disclosed under this column do not include directorships disclosed under the column Principal Occupation(s) During Past Five Years. |
| Each Independent Board Member will serve until his or her successor is elected and qualifies, or until his or her earlier resignation, retirement, removal or death, or until December 31 of the year in which he or she turns 74. The maximum age limitation may be waived as to any Board Member by action of a majority of the Board upon a finding of good cause therefor. |
| Mr. Perlowski and Ms. Novick are both interested persons, as defined in the 1940 Act, of the Funds based on their positions with BlackRock, Inc. and its affiliates. Mr. Perlowski and Ms. Novick are also board members of certain complexes of BlackRock registered open-end funds. Mr. Perlowski is also a board member of the BlackRock Equity-Bond Complex and the BlackRock Equity-Liquidity Complex, and Ms. Novick is a board member of the BlackRock Equity-Liquidity Complex. Interested Board Members serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. The maximum age limitation may be waived as to any Board Member by action of a majority of the Board Members upon a finding of good cause therefor. |
(1) | Class III Board Member and Board Nominee. |
(2) | Dr. Fabozzis term as a Class II Board Member and Mr. Kesters term as Class I Board Member are each scheduled to expire in 2018 and 2017, respectively, and therefore they are not standing for election this year as Preferred Shares Nominees. |
(3) | Class II Board Member and Board Nominee to serve out the term of the vacancy to which she was appointed. |
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 as 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/Nominees 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/Nominees 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/Nominees 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 other committees throughout the years; or other relevant life experiences.
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The following table discusses some of the experiences, qualifications and skills of the Board Members, including the Board Nominees, that support the conclusion that they should serve (or continue to serve) on the Boards.
Board |
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. Cavanagh is also an experienced board leader, having served as the lead independent director of a NYSE public company (Arch Chemicals) and as the Board Chairman of the Educational Testing Service. Mr. Cavanaghs independence from the Funds and the Funds investment advisor enhances his service as Chair of the Boards, Chair of the Executive Committee and as a member of the Governance Committee, Compliance Committee and Performance Oversight Committee. | |
Karen P. Robards |
The Boards benefit from Ms. Robards 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. Robards prior position as an investment banker at Morgan Stanley provides useful oversight of the Funds investment decisions and investment valuation processes. Additionally, Ms. Robards experience as a director of publicly held and private companies allows her to provide the Boards with insight into the management and governance practices of other companies. Ms. Robards 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. Robards knowledge of financial and accounting matters qualifies her to serve as Vice Chair of the Boards and as Chair of each Funds Audit Committee. Ms. Robards independence from the Funds and the Funds investment advisor enhances her service as a member of the Performance Oversight Committee, Executive Committee and Governance Committee. |
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Board |
Experience, Qualifications and Skills | |
Michael J. Castellano |
The Boards benefit from Mr. Castellanos career in accounting which spans over forty years. 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 President Chief Control Officer for Merrill Lynchs capital markets businesses, Chairman of Merrill Lynch International Bank and Senior Vice President Corporate 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. Castellano currently serves as a director for CircleBlack Inc. Mr. Castellanos knowledge of financial and accounting matters qualifies him to serve as a member of each Funds Audit Committee. Mr. Castellanos independence from the Funds and the Funds investment advisor enhances his service as a member of the Audit Committee, Governance Committee and Performance Oversight Committee. | |
Cynthia L. Egan * |
Ms. Egan brings to the Boards a broad and diverse knowledge of investment companies and the retirement industry as a result of her many years of experience as a President at T. Rowe Price Group, Inc. and her various senior operating officer positions at Fidelity Investments. Ms. Egans independence from the Funds and the Funds investment advisor enhance her service as a member of the Compliance Committee, Performance Oversight Committee and Governance Committee. | |
Frank J. Fabozzi |
Dr. Fabozzi has served for over 25 years on the boards of registered investment companies. 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 and the 2015 recipient of the James R. Vertin Award, both 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 at various institutions, including EDHEC Business School, Yale, MIT, and Princeton, as well as 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 demonstrates 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 advisor enhances his service as Chair of the Performance Oversight Committee and as a member of the Governance Committee. |
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Board |
Experience, Qualifications and Skills | |
Jerrold B. Harris * |
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 Capital Investment 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 advisor enhances his service as Chair of the Compliance Committee and as a member of the Governance Committee and Performance Oversight Committee. | |
R. Glenn Hubbard |
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 adviser 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 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 advisor enhances his service as Chair of the Governance Committee and a member of the Compliance Committee and Performance Oversight Committee. | |
W. Carl Kester |
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 from 2006 through 2010 adds to the Boards 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. Dr. Kesters independence from the Funds and the Funds investment advisor enhances his service as a member of the Governance Committee and Performance Oversight Committee. |
15
Board |
Experience, Qualifications and Skills | |
Catherine A. Lynch ** |
Ms. Lynch, who served as the Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust, benefits the Boards by providing business leadership and experience and a diverse knowledge of pensions and endowments. Ms. Lynch also holds the designation of Chartered Financial Analyst. Ms. Lynchs knowledge of financial and accounting matters qualifies her to serve as a member of each Funds Audit Committee. Ms. Lynchs independence from the Funds and the Funds investment advisor enhances her service as a member of the Audit Committee, Performance Oversight Committee, and Governance and Nominating Committee. | |
Barbara G. Novick * |
Ms. Novick has extensive experience in the financial services industry, including more than 26 years with BlackRock. Ms. Novick currently is a member of BlackRocks Global Executive, Global Operating and Corporate Risk Management Committees and chairs BlackRocks Government Relations Steering Committee. For the first twenty years at BlackRock, Ms. Novick oversaw global business development, marketing and client service across equity, fixed income, liquidity, alternative investment and real estate products, and in her current role, heads BlackRocks efforts globally on government relations and public policy. Prior to joining BlackRock, Ms. Novick was Vice President of the Mortgage Products Group at the First Boston Corporation and, prior to that, was with Morgan Stanley. The Boards benefit from Ms. Novicks wealth of experience and long history with BlackRock and BlackRocks management practices, investment strategies and products, which stretches back to BlackRocks founding in 1988. | |
John M. Perlowski |
Mr. Perlowskis experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Fund Services since 2009, and as President and Chief Executive Officer of the Fund since 2011 provides him with a strong understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Perlowskis prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Boards with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski is a member of the Funds Executive Committee. |
* | Class III Board Member and Board Nominee. |
** | Class II Board Member and Board Nominee to serve out the term of the vacancy to which she was appointed. |
Board Leadership Structure and Oversight
The Boards consist of eleven Board Members, nine of whom are Independent Board Members. The investment companies registered under the 1940 Act that are 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 investment companies registered under the 1940 Act that are included in the BlackRock Closed-End Complex as directors or trustees.
16
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 the Chair of each Board committee (each, a Committee) is also an Independent Board Member. The Boards have five standing Committees: an Audit Committee, a Governance Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee.
The Leverage Committee was originally formed in March 2008 for the purpose of monitoring issues arising from credit market turmoil and overseeing efforts to address the effects of reduced AMPS liquidity on each fund in the Closed-End Complex using AMPS for leverage at the time. As of April 30, 2016, the total amount of announced redemptions of AMPS across the Closed-End Complex equaled $9.83 billion, which represents approximately 99.6% of all AMPS outstanding for the Closed-End Complex as of February 2008. Thus far, 62 BlackRock Closed-End Funds have redeemed all of their AMPS.
As a result of the reduction of AMPS across the Closed-End Complex, the Board determined to suspend the Leverage Committee effective March 1, 2016. The Board currently oversees the Funds usage of leverage, including the Funds incurrence, refinancing and maintenance of leverage and, to the extent necessary or appropriate, authorizes or approves the execution of documentation in respect thereto. The Executive Committee has authority to make any such authorizations or approvals that are required between regular meetings of the Board.
The Funds do not have a compensation committee because their executive officers, other than the Funds Chief Compliance Officer (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 over 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 sessions or with other service providers to the Funds. The Boards have regular in-person meetings five times a year, including a meeting to consider the approval of the Funds investment management agreements and, if necessary, may hold special meetings 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 oversight.
The Boards decided to separate the roles of Chair and Chief Executive Officer because they believe that an independent Chair:
| increases the independent oversight of the Funds and enhances the Boards objective evaluation of the Chief Executive Officer; |
| allows the Chief Executive Officer to focus on the Funds operations instead of Board administration; |
| provides greater opportunities for direct and independent communication between shareholders and the Boards; and |
| provides an independent spokesperson for the Funds. |
17
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 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 and Board Nominees. Information relating to the amount of equity securities owned by Board Members/Nominees in the Funds that they are nominated to oversee as of April 30, 2016 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 incumbent Board Members of each Fund attended last years annual shareholders meeting.
Board Meetings. During the calendar year 2015, the Board of each Fund met 6 times. Information relating to the number of times that the Boards met during each Funds most recent full 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 on which the Board Member served during each Funds most recently completed full fiscal year.
Standing Committees of the Boards. Information relating to the various standing committees of the Boards is set forth in Appendix E.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 (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, the Advisor and certain officers of the Advisor (the Section 16 insiders), including in some cases former board members for a period of up to 6 months, to file reports on holdings of, and transactions in, Fund shares with the Securities and Exchange Commission (SEC) and to furnish
18
the Funds with copies of all such reports. Based solely on a review of copies of such reports furnished to the relevant Funds during the relevant Funds most recent fiscal year and representations from these Section 16 insiders with respect to the relevant Funds most recent fiscal year, each Fund believes that its Section 16 insiders met all such applicable SEC filing requirements for the Funds most recently concluded fiscal year, except for any late filings disclosed in previous proxy statements and certain inadvertent late filings. For each of the following Funds, there were inadvertent late filings for transactions by Jerrold B. Harris, a Board Member, during each Funds recently concluded fiscal year: BlackRock Municipal Income Trust (BFK) relating to four transactions; BlackRock Long-Term Municipal Advantage Trust (BTA) relating to two transactions; and BlackRock Municipal Income Trust II (BLE). Such late filings were due to administrative and/or technical errors, as applicable. For BlackRock Florida Municipal 2020 Term Trust (BFO), there was one inadvertent late filing by BlackRock HoldCo 2, Inc., an affiliate of the Advisor, relating to one transaction for that Fund, during that Funds most recently concluded fiscal year.
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).
VOTE REQUIRED AND MANNER OF VOTING PROXIES
A quorum of shareholders is required to take action at the meeting. For BlackRock Investment Quality Municipal Trust, Inc. (BKN), BlackRock Income Trust, Inc. (BKT) and BlackRock MuniAssets Fund, Inc. (MUA), the holders of 1/3 of the shares entitled to vote on any matter at a shareholder meeting, either present in person or by proxy, shall constitute a quorum for purposes of conducting business on such matter. For the remainder of the Funds, the holders of a majority of the shares entitled to vote on any matter at a shareholder 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 for each respective Fund. Because each Fund requires the affirmative vote of a plurality of votes to elect each of the Board Nominees, withheld 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 withheld votes and broker non-votes, if any, as present for purposes of determining a quorum. Broker non-votes occur when shares are held by brokers or nominees, typically in street name, for which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote, (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter and (c) the shares are present at the meeting. Preferred Shares of any Fund held in street name may be counted for purposes of establishing a quorum of shareholders of that Fund if no instructions are received one business day before the applicable meeting or, if adjourned, postponed, or delayed, one business day before the day to which the meeting is adjourned, postponed, or delayed.
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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 and NYSE MKT, 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 Proposal 1.
If you hold shares of a Fund through a bank or other financial institution or intermediary (called a service agent), the service agent may be the record holder of your shares. At the shareholder 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 or she desires to do so and is expected to be available to respond to appropriate questions.
Each Funds Audit Committee has discussed the matters required by the Statement on Auditing Standards No. 16, as amended (AICPA, Professional Standards, AU-C section 260), as adopted by the Public Company Accounting Oversight Board (PCAOB).
Each Funds 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
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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 Funds 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 Funds Audit Committees review and discussion of the Funds independent registered public accounting firm, pursuant to authority delegated by its respective Board, each Funds 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 the 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 and/or tax preparation, tax advice and tax planning, as applicable. Tax compliance and preparation include services such as the filing or amendment of federal, state or local income tax returns, and services relating to regulated investment company qualification reviews, taxable income and tax distribution calculations. All of the fees included under Tax Fees in Appendix G relate solely to services provided for tax compliance and/or tax preparation, and none of such fees relate to tax advice, tax planning or tax consulting.
(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 Funds Audit Committee is required to approve all audit engagement fees and terms for the Fund. Each Funds Audit Committee also is required to consider and act upon (i) the provision by the Funds independent registered public accounting firm of any non-audit services to the Fund, and (ii) the provision by the Funds independent registered public accounting firm 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.
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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, each Funds Audit Committee must also approve other non-audit services provided by the Funds independent registered public accounting firm to the Fund and to the Funds Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Each Funds Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Funds 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 Funds 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.
Fees for non-audit services provided to each Funds Affiliated Service Providers for which pre-approval by such Funds Audit Committee was required for the most recent fiscal year and for the prior fiscal year were $2,129,000 and $2,391,000, respectively, all of which were paid by BlackRock in connection with services provided for a service organization review.
Each Funds 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;
W. Carl Kester; and
Catherine A. Lynch.
5% Beneficial Share Ownership
As of April 30, 2016, 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 Fund(s) indicated.
Investment Advisor and Administrator
BlackRock Advisors, LLC (the Advisor) provides investment advisory and administrative services to the Funds. The Advisor is responsible for the management of the Funds portfolios and provides the necessary personnel, facilities, equipment and certain other services necessary to the operation of the Funds. The Advisor, located at 100 Bellevue Parkway, Wilmington, DE 19809, is a wholly owned subsidiary of BlackRock.
22
Sub-Advisors
BlackRock International Limited (BIL), an affiliate of the Advisor, acts as the sub-advisor for BlackRock Resources & Commodities Strategy Trust (BCX) and BlackRock Energy and Resources Trust (BGR). BIL is a wholly owned subsidiary of BlackRock.
BlackRock (Singapore) Limited (BRS), an affiliate of the Advisor, acts as the sub-advisor for BlackRock Multi-Sector Income Trust (BIT). BRS is a wholly owned subsidiary of BlackRock.
Distributor
BlackRock Investments, LLC serves as the placement agent for the common shares of BlackRock Limited Duration Income Trust (BLW), BlackRock Health Sciences Trust (BME) and certain other BlackRock Closed-End Funds not listed on Appendix A through various specified transactions, including at-the-market offerings pursuant to Rule 415 under the Securities Act of 1933, as amended, subject to various conditions. BlackRock Investments, LLC is located at 55 East 52nd Street, New York, NY 10055.
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, 40 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 Fund shareholder intends to present a proposal at the 2017 annual meeting of the 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 Fund by Thursday, February 9, 2017. In the event a Fund moves the date of its 2017 annual shareholder meeting by more than 30 days from the anniversary of its 2016 annual shareholder meeting, shareholder submissions of proposals for inclusion in such Funds proxy statement and proxy card for the 2017 annual shareholder meeting pursuant to Rule 14a-8 under the Exchange Act must be delivered to the Fund at a reasonable time before the Fund begins to print and send its proxy materials in connection with the 2017 annual shareholder meeting.
Shareholders who do not wish to submit a proposal for inclusion in a Funds proxy statement and form of proxy for the 2017 annual shareholder meeting in accordance with Rule 14a-8 under the Exchange Act may submit a proposal for consideration at the 2017 annual shareholder 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 for consideration at the 2017 annual shareholder meeting must be in writing, comply with the requirements of the Funds By-laws and, assuming that the 2017 annual shareholder meeting is held within 25 days of July 26, 2017, be received by the Fund between Sunday, February 26, 2017 and Tuesday, March 28, 2017.
In order for a shareholder proposal 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 proposal must be received at the Funds principal executive offices by Tuesday, March 28, 2017. In the event a Fund moves the date of its 2017 annual shareholder meeting by more than 25 days from the anniversary of its 2016 annual shareholder meeting, shareholders who wish to submit a proposal or nomination for consideration at the 2017 annual shareholder meeting in accordance with the
23
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 the 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 the 2017 annual shareholder 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 SECs website at www.sec.gov. Each Fund will also furnish, without charge, a copy of its By-laws to a shareholder upon request. Such requests should be directed to the appropriate Fund at 100 Bellevue Parkway, Wilmington, DE 19809, or by calling toll free at 1-800-882-0052. For further information, please see Appendix E Standing Committees of the Boards Governance Committee.
For all Funds, written proposals (including nominations of Board Members) and notices should be sent to the Secretary of the Fund, 40 East 52nd Street, New York, NY 10022.
Shareholder Communications
Shareholders who want to communicate with the Boards or any individual Board Member should write to the attention of the Secretary of their Fund, 40 East 52nd Street, New York, NY 10022. Shareholders may communicate with the Boards electronically by sending an e-mail 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 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 CCO, 40 East 52nd Street, New York, NY 10022. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.
Expense of Proxy Solicitation
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement, and costs in connection with the solicitation of proxies will be borne by the 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 Fund(s).
Solicitation may be made by mail, telephone, fax, e-mail or the Internet by officers or employees of the Advisor, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The 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 LLC (Georgeson), 480 Washington Boulevard, 26th Floor, Jersey City, NJ 07310, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and
24
tabulation of proxies. It is anticipated that Georgeson will be paid approximately $99,000 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 each Funds shareholders as of the Record Date. Each shareholder will be asked to present valid photographic identification, such as a valid drivers license or passport. Shareholders holding shares in brokerage accounts or by a bank or other nominee will also be required to show satisfactory proof of ownership of shares in a Fund, such as a voting instruction form (or a copy thereof) or a letter from the shareholders bank, broker or other nominee or 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 shares in a brokerage account or through a broker, 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
The Funds are committed to maintaining the privacy of their current and former shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Funds collect, how the Funds protect that information and why, in certain cases, the Funds may share such information with select parties.
The Funds obtain or verify personal non-public information from and about you from different sources, including the following: (i) information the Funds receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with the Funds, their affiliates or others; (iii) information the Funds receive from a consumer reporting agency; and (iv) information the Funds receive from visits to the Funds or their affiliates websites.
The Funds do not sell or disclose to non-affiliated third parties any non-public personal information about their current and former shareholders, except as permitted by law or as is necessary to respond to regulatory requests or to service shareholder 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.
The Funds may share information with their affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, the Funds restrict access to non-public personal information about their current and former shareholders to those BlackRock employees with a legitimate business need for the information. The Funds maintain physical, electronic and procedural safeguards that are designed to protect the non-public personal information of their current and former shareholders, including procedures relating to the proper storage and disposal of such information.
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If you are located in a jurisdiction where specific laws, rules or regulations require a Fund to provide you with additional or different privacy-related rights beyond what is set forth above, then the Fund will comply with those specific laws, rules or regulations.
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 2016 annual shareholder 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 what is in the best interests of the Funds.
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, 100 Bellevue Parkway, Wilmington, DE 19809, 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 Board of each Fund, prior to any meeting being convened, may postpone such meeting from time to time to a date not more than 120 days after the original record date. The chair of any meeting may also adjourn such meeting from time to time to reconvene at the same or some other place, and notice of any such adjourned meeting need not be given if the time and place by which shareholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. The chair of any meeting may adjourn such meeting to permit further solicitation of proxies with respect to a proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of shareholders. At the adjourned meeting, the Fund may transact any business which might have been transacted at the original meeting. Any adjourned meeting may be held as adjourned one or more times without further notice not later than one hundred and twenty (120) days after the original record date.
Please vote promptly by signing and dating each enclosed proxy card, and if received by mail, returning it (them) in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or via the Internet.
By Order of the Boards,
Janey Ahn
Secretary of the Funds
June 9, 2016
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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, 2016, 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 |
Total VRDP Shares |
Total VMTP Shares |
Total RVMTP Shares |
Managed Assets ($)* | ||||||||
BAF |
BlackRock Municipal Income Investment Quality Trust |
Delaware Statutory Trust | 8,749,418 | N/A | N/A | 422 | N/A | 223,244,050 | ||||||||
BBF |
BlackRock Municipal Income Investment Trust |
Delaware Statutory Trust | 10,207,272 | N/A | 520 | N/A | N/A | 254,537,775 | ||||||||
BBK |
BlackRock Municipal Bond Trust |
Delaware Statutory Trust | 10,512,555 | N/A | N/A | 799 | N/A | 285,076,903 | ||||||||
BBN |
BlackRock Taxable Municipal Bond Trust |
Delaware Statutory Trust | 57,103,349 | N/A | N/A | N/A | N/A | 2,115,997,369 | ||||||||
BCX |
BlackRock Resources & Commodities Strategy Trust |
Delaware Statutory Trust | 99,059,784 | N/A | N/A | N/A | N/A | 890,174,415 | ||||||||
BDJ |
BlackRock Enhanced Equity Dividend Trust |
Delaware Statutory Trust | 188,978,322 | N/A | N/A | N/A | N/A | 1,646,454,426 | ||||||||
BFK |
BlackRock Municipal Income Trust |
Delaware Statutory Trust | 44,769,014 | N/A | N/A | 2,708 | N/A | 1,082,669,431 | ||||||||
BFO |
BlackRock Florida Municipal 2020 Term Trust |
Delaware Statutory Trust | 5,562,128 | N/A | N/A | N/A | N/A | 85,289,747 | ||||||||
BFY |
BlackRock New York Municipal Income Trust II |
Delaware Statutory Trust | 4,999,892 | N/A | 444 | N/A | N/A | 133,134,775 | ||||||||
BFZ |
BlackRock California Municipal Income Trust |
Delaware Statutory Trust | 31,885,349 | N/A | N/A | 1,713 | N/A | 876,854,832 | ||||||||
BGR |
BlackRock Energy and Resources Trust |
Delaware Statutory Trust | 29,825,326 | N/A | N/A | N/A | N/A | 448,330,524 | ||||||||
BGT |
BlackRock Floating Rate Income Trust |
Delaware Statutory Trust | 23,663,232 | N/A | N/A | N/A | N/A | 474,132,557 | ||||||||
BGY |
BlackRock International Growth and Income Trust |
Delaware Statutory Trust | 109,989,277 | N/A | N/A | N/A | N/A | 727,416,281 | ||||||||
BHK |
BlackRock Core Bond Trust |
Delaware Statutory Trust | 53,935,126 | N/A | N/A | N/A | N/A | 1,089,109,563 | ||||||||
BHL |
BlackRock Defined Opportunity Credit Trust |
Delaware Statutory Trust | 9,044,041 | N/A | N/A | N/A | N/A | 173,844,494 | ||||||||
BHV |
BlackRock Virginia Municipal Bond Trust |
Delaware Statutory Trust | 1,596,620 | N/A | 116 | N/A | N/A | 41,591,359 |
A-1
Ticker |
Fund |
Form of Organization |
Total Common Shares Outstanding |
Total AMPS Shares |
Total VRDP Shares |
Total VMTP Shares |
Total RVMTP Shares |
Managed Assets ($)* | ||||||||
BIT |
BlackRock Multi-Sector Income Trust |
Delaware Statutory Trust | 38,421,624 | N/A | N/A | N/A | N/A | 1,142,153,013 | ||||||||
BJZ |
BlackRock California Municipal 2018 Term Trust |
Delaware Statutory Trust | 6,433,028 | N/A | N/A | N/A | N/A | 97,364,114 | ||||||||
BKK |
BlackRock Municipal 2020 Term Trust |
Delaware Statutory Trust | 20,236,628 | 1,383 | N/A | N/A | N/A | 366,191,062 | ||||||||
BKN |
BlackRock Investment Quality Municipal Trust, Inc. |
Maryland Corporation | 17,174,928 | N/A | N/A | 1,259 | N/A | 447,782,925 | ||||||||
BKT |
BlackRock Income Trust, Inc. |
Maryland Corporation | 63,942,535 | N/A | N/A | N/A | N/A | 596,256,788 | ||||||||
BLE |
BlackRock Municipal Income Trust II |
Delaware Statutory Trust | 23,480,670 | N/A | N/A | 1,513 | N/A | 595,599,917 | ||||||||
BLH |
BlackRock New York Municipal 2018 Term Trust |
Delaware Statutory Trust | 3,633,028 | N/A | N/A | N/A | N/A | 54,811,288 | ||||||||
BLJ |
BlackRock New Jersey Municipal Bond Trust |
Delaware Statutory Trust | 2,325,902 | N/A | 187 | N/A | N/A | 61,681,219 | ||||||||
BLW |
BlackRock Limited Duration Income Trust |
Delaware Statutory Trust | 37,003,854 | N/A | N/A | N/A | N/A | 861,870,403 | ||||||||
BME |
BlackRock Health Sciences Trust |
Delaware Statutory Trust | 8,242,458 | N/A | N/A | N/A | N/A | 279,827,088 | ||||||||
BNJ |
BlackRock New Jersey Municipal Income Trust |
Delaware Statutory Trust | 7,664,313 | N/A | N/A | 591 | N/A | 200,678,329 | ||||||||
BNY |
BlackRock New York Municipal Income Trust |
Delaware Statutory Trust | 12,940,447 | N/A | N/A | 945 | N/A | 329,485,699 | ||||||||
BOE |
BlackRock Global Opportunities Equity Trust |
Delaware Statutory Trust | 69,483,161 | N/A | N/A | N/A | N/A | 946,349,319 | ||||||||
BPK |
BlackRock Municipal 2018 Term Trust |
Delaware Statutory Trust | 15,908,028 | N/A | N/A | N/A | N/A | 247,343,659 | ||||||||
BQH |
BlackRock New York Municipal Bond Trust |
Delaware Statutory Trust | 2,800,105 | N/A | 221 | N/A | N/A | 74,509,779 | ||||||||
BSD |
The BlackRock Strategic Municipal Trust |
Delaware Statutory Trust | 7,305,002 | N/A | N/A | 429 | N/A | 174,162,495 | ||||||||
BSE |
BlackRock New York Municipal Income Quality Trust |
Delaware Statutory Trust | 6,519,660 | N/A | 405 | N/A | N/A | 162,311,905 | ||||||||
BTA |
BlackRock Long-Term Municipal Advantage Trust |
Delaware Statutory Trust | 13,422,247 | N/A | 760 | N/A | N/A | 276,344,143 |
A-2
Ticker |
Fund |
Form of Organization |
Total Common Shares Outstanding |
Total AMPS Shares |
Total VRDP Shares |
Total VMTP Shares |
Total RVMTP Shares |
Managed Assets ($)* | ||||||||
BTT |
BlackRock Municipal 2030 Target Term Trust |
Delaware Statutory Trust | 70,505,571 | N/A | N/A | N/A | 150 | 2,679,161,916 | ||||||||
BTZ |
BlackRock Credit Allocation Income Trust |
Delaware Statutory Trust | 108,088,170 | N/A | N/A | N/A | N/A | 2,168,417,124 | ||||||||
BUI |
BlackRock Utility and Infrastructure Trust |
Delaware Statutory Trust | 16,906,964 | N/A | N/A | N/A | N/A | 345,594,741 | ||||||||
BYM |
BlackRock Municipal Income Quality Trust |
Delaware Statutory Trust | 26,406,273 | N/A | N/A | 1,372 | N/A | 659,095,242 | ||||||||
BZM |
BlackRock Maryland Municipal Bond Trust |
Delaware Statutory Trust | 2,078,244 | N/A | 160 | N/A | N/A | 50,012,994 | ||||||||
MUA |
BlackRock MuniAssets Fund, Inc. |
Maryland Corporation | 35,847,714 | N/A | N/A | N/A | N/A | 586,727,161 | ||||||||
BST |
BlackRock Science and Technology Trust |
Delaware Statutory Trust | 22,507,592 | N/A | N/A | N/A | N/A | 429,361,909 |
| Denotes a Preferred Fund. |
* | Managed Assets means the total assets of the Fund minus its accrued liabilities (other than aggregate indebtedness constituting financial leverage). |
A-3
Appendix B Compensation of the Board Members
Effective August 1, 2015, each Independent Board Member is paid an annual retainer of $280,000 per year for his or her services as a Board Member of all funds in the BlackRock Closed-End Complex that are overseen by the respective director/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 $60,000, respectively. The Chairs of the Audit Committee, Performance Oversight Committee, Compliance Committee, and Governance Committee are paid an additional annual retainer of $45,000, $30,000, $45,000 and $20,000, respectively. Each member of the Audit Committee and Compliance Committee is paid an additional annual retainer of $30,000 and $12,500, respectively, for his or her service on such committee. For the year ended December 31, 2015, the Closed-End Complex reimbursed Independent Board Member expenses in an aggregate amount of approximately $55,898. Each Fund pays 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.
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 other 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.
The following table sets forth the aggregate compensation, including deferred compensation amounts, paid to each Independent Board Member by each Fund during its most recently completed fiscal year and by the Closed-End Complex for the most recently completed calendar year. Mr. Perlowski and Ms. Novick serve without compensation from the Funds because of their affiliation with BlackRock, Inc. and the Advisor.
Fund |
Funds Fiscal Year End(1) |
Michael
J. Castellano(2) |
Richard
E. Cavanagh(2) |
Cynthia
L. Egan(3) |
Frank
J. Fabozzi(2) |
Jerrold
B. Harris(2) |
R.
Glenn Hubbard(2) |
W.
Carl Kester(2) |
Catherine
A. Lynch(4) |
Karen
P. Robards(2) |
Fund Total |
|||||||||||||||||||||||||||||||
BAF |
31-Aug | $ | 1,157 | $ | 1,668 | $ | 0 | $ | 1,348 | $ | 1,147 | $ | 1,101 | $ | 1,261 | $ | 0 | $ | 1,584 | $ | 9,266 | |||||||||||||||||||||
BBF (5) |
31-Jul | $ | 1,288 | $ | 1,852 | $ | 0 | $ | 1,499 | $ | 1,269 | $ | 1,220 | $ | 1,328 | $ | 0 | $ | 1,759 | $ | 10,215 | |||||||||||||||||||||
BBK |
31-Aug | $ | 1,448 | $ | 2,088 | $ | 0 | $ | 1,687 | $ | 1,437 | $ | 1,378 | $ | 1,579 | $ | 0 | $ | 1,983 | $ | 11,600 | |||||||||||||||||||||
BBN |
31-Jul | $ | 10,914 | $ | 15,676 | $ | 0 | $ | 12,699 | $ | 10,715 | $ | 10,318 | $ | 10,914 | $ | 0 | $ | 14,882 | $ | 86,118 | |||||||||||||||||||||
BCX |
31-Dec | $ | 8,946 | $ | 13,047 | $ | 0 | $ | 10,459 | $ | 9,163 | $ | 8,680 | $ | 9,723 | $ | 0 | $ | 12,397 | $ | 72,415 | |||||||||||||||||||||
BDJ |
31-Dec | $ | 14,659 | $ | 21,416 | $ | 0 | $ | 17,147 | $ | 15,086 | $ | 14,265 | $ | 15,925 | $ | 0 | $ | 20,350 | $ | 118,848 | |||||||||||||||||||||
BFK |
30-Apr | $ | 6,135 | $ | 8,991 | $ | 505 | $ | 7,162 | $ | 6,534 | $ | 6,100 | $ | 6,601 | $ | 1,076 | $ | 8,589 | $ | 51,693 | |||||||||||||||||||||
BFO |
31-Jul | $ | 699 | $ | 1,003 | $ | 0 | $ | 813 | $ | 686 | $ | 660 | $ | 699 | $ | 0 | $ | 953 | $ | 5,513 | |||||||||||||||||||||
BFY |
31-Aug | $ | 647 | $ | 933 | $ | 0 | $ | 754 | $ | 642 | $ | 616 | $ | 705 | $ | 0 | $ | 886 | $ | 5,183 | |||||||||||||||||||||
BFZ |
31-Jul | $ | 4,163 | $ | 5,979 | $ | 0 | $ | 4,844 | $ | 4,087 | $ | 3,936 | $ | 4,163 | $ | 0 | $ | 5,677 | $ | 32,849 | |||||||||||||||||||||
BGR |
31-Dec | $ | 4,836 | $ | 7,051 | $ | 0 | $ | 5,654 | $ | 4,948 | $ | 4,690 | $ | 5,257 | $ | 0 | $ | 6,699 | $ | 39,135 | |||||||||||||||||||||
BGT |
31-Oct | $ | 2,871 | $ | 4,154 | $ | 0 | $ | 3,348 | $ | 2,877 | $ | 2,748 | $ | 3,127 | $ | 0 | $ | 3,945 | $ | 23,070 |
B-1
Fund |
Funds Fiscal Year End(1) |
Michael
J. Castellano(2) |
Richard
E. Cavanagh(2) |
Cynthia
L. Egan(3) |
Frank
J. Fabozzi(2) |
Jerrold
B. Harris(2) |
R.
Glenn Hubbard(2) |
W.
Carl Kester(2) |
Catherine
A. Lynch(4) |
Karen
P. Robards(2) |
Fund Total |
|||||||||||||||||||||||||||||||
BGY |
31-Dec | $ | 7,198 | $ | 10,514 | $ | 0 | $ | 8,419 | $ | 7,404 | $ | 7,003 | $ | 7,820 | $ | 0 | $ | 9,991 | $ | 58,349 | |||||||||||||||||||||
BHK |
31-Aug | $ | 5,526 | $ | 7,971 | $ | 0 | $ | 6,438 | $ | 5,491 | $ | 5,263 | $ | 6,022 | $ | 0 | $ | 7,569 | $ | 44,280 | |||||||||||||||||||||
BHL |
31-Aug | $ | 1,048 | $ | 1,511 | $ | 0 | $ | 1,221 | $ | 1,040 | $ | 997 | $ | 1,142 | $ | 0 | $ | 1,435 | $ | 8,394 | |||||||||||||||||||||
BHV |
31-Aug | $ | 210 | $ | 303 | $ | 0 | $ | 245 | $ | 209 | $ | 200 | $ | 229 | $ | 0 | $ | 288 | $ | 1,684 | |||||||||||||||||||||
BIT |
31-Oct | $ | 6,270 | $ | 9,070 | $ | 0 | $ | 7,312 | $ | 6,280 | $ | 6,001 | $ | 6,828 | $ | 0 | $ | 8,614 | $ | 50,375 | |||||||||||||||||||||
BJZ |
31-Dec | $ | 860 | $ | 1,256 | $ | 0 | $ | 1,006 | $ | 886 | $ | 837 | $ | 934 | $ | 0 | $ | 1,194 | $ | 6,973 | |||||||||||||||||||||
BKK |
30-Apr | $ | 3,030 | $ | 4,440 | $ | 246 | $ | 3,537 | $ | 3,227 | $ | 3,012 | $ | 3,260 | $ | 525 | $ | 4,242 | $ | 25,519 | |||||||||||||||||||||
BKN |
30-Apr | $ | 2,566 | $ | 3,760 | $ | 214 | $ | 2,995 | $ | 2,733 | $ | 2,551 | $ | 2,760 | $ | 456 | $ | 3,592 | $ | 21,627 | |||||||||||||||||||||
BKT |
31-Aug | $ | 3,783 | $ | 5,453 | $ | 0 | $ | 4,406 | $ | 3,752 | $ | 3,598 | $ | 4,123 | $ | 0 | $ | 5,178 | $ | 30,293 | |||||||||||||||||||||
BLE |
31-Aug | $ | 3,009 | $ | 4,338 | $ | 0 | $ | 3,506 | $ | 2,985 | $ | 2,863 | $ | 3,280 | $ | 0 | $ | 4,119 | $ | 24,100 | |||||||||||||||||||||
BLH |
31-Dec | $ | 483 | $ | 707 | $ | 0 | $ | 566 | $ | 498 | $ | 471 | $ | 525 | $ | 0 | $ | 672 | $ | 3,922 | |||||||||||||||||||||
BLJ |
31-Aug | $ | 311 | $ | 448 | $ | 0 | $ | 362 | $ | 308 | $ | 296 | $ | 339 | $ | 0 | $ | 426 | $ | 2,490 | |||||||||||||||||||||
BLW |
31-Aug | $ | 5,352 | $ | 7,715 | $ | 0 | $ | 6,234 | $ | 5,308 | $ | 5,091 | $ | 5,833 | $ | 0 | $ | 7,326 | $ | 42,859 | |||||||||||||||||||||
BME |
31-Dec | $ | 2,788 | $ | 4,076 | $ | 0 | $ | 3,262 | $ | 2,874 | $ | 2,716 | $ | 3,028 | $ | 0 | $ | 3,873 | $ | 22,617 | |||||||||||||||||||||
BNJ |
31-Jul | $ | 994 | $ | 1,427 | $ | 0 | $ | 1,156 | $ | 975 | $ | 939 | $ | 994 | $ | 0 | $ | 1,355 | $ | 7,840 | |||||||||||||||||||||
BNY |
31-Jul | $ | 1,587 | $ | 2,280 | $ | 0 | $ | 1,847 | $ | 1,558 | $ | 1,500 | $ | 1,587 | $ | 0 | $ | 2,164 | $ | 12,523 | |||||||||||||||||||||
BOE |
31-Dec | $ | 9,130 | $ | 13,338 | $ | 0 | $ | 10,679 | $ | 9,395 | $ | 8,884 | $ | 9,918 | $ | 0 | $ | 12,674 | $ | 74,018 | |||||||||||||||||||||
BPK |
31-Dec | $ | 2,176 | $ | 3,180 | $ | 0 | $ | 2,546 | $ | 2,242 | $ | 2,119 | $ | 2,364 | $ | 0 | $ | 3,022 | $ | 17,649 | |||||||||||||||||||||
BQH |
31-Aug | $ | 367 | $ | 529 | $ | 0 | $ | 427 | $ | 364 | $ | 349 | $ | 400 | $ | 0 | $ | 502 | $ | 2,938 | |||||||||||||||||||||
BSD |
30-Apr | $ | 991 | $ | 1,453 | $ | 82 | $ | 1,157 | $ | 1,056 | $ | 986 | $ | 1,067 | $ | 174 | $ | 1,388 | $ | 8,354 | |||||||||||||||||||||
BSE |
31-Aug | $ | 803 | $ | 1,157 | $ | 0 | $ | 935 | $ | 796 | $ | 764 | $ | 875 | $ | 0 | $ | 1,099 | $ | 6,429 | |||||||||||||||||||||
BTA |
30-Apr | $ | 1,549 | $ | 2,270 | $ | 128 | $ | 1,808 | $ | 1,650 | $ | 1,540 | $ | 1,666 | $ | 272 | $ | 2,169 | $ | 13,052 | |||||||||||||||||||||
BTT |
31-Jul | $ | 13,137 | $ | 18,869 | $ | 0 | $ | 15,286 | $ | 12,898 | $ | 12,420 | $ | 13,137 | $ | 0 | $ | 17,913 | $ | 103,660 | |||||||||||||||||||||
BTZ |
31-Oct | $ | 13,601 | $ | 19,673 | $ | 0 | $ | 15,860 | $ | 13,618 | $ | 13,014 | $ | 14,812 | $ | 0 | $ | 18,684 | $ | 109,262 | |||||||||||||||||||||
BUI |
31-Dec | $ | 3,109 | $ | 4,540 | $ | 0 | $ | 3,636 | $ | 3,196 | $ | 3,023 | $ | 3,378 | $ | 0 | $ | 4,314 | $ | 25,196 | |||||||||||||||||||||
BYM |
31-Aug | $ | 3,391 | $ | 4,888 | $ | 0 | $ | 3,950 | $ | 3,363 | $ | 3,226 | $ | 3,696 | $ | 0 | $ | 4,642 | $ | 27,156 | |||||||||||||||||||||
BZM |
31-Aug | $ | 259 | $ | 373 | $ | 0 | $ | 302 | $ | 257 | $ | 246 | $ | 282 | $ | 0 | $ | 355 | $ | 2,074 | |||||||||||||||||||||
MUA |
30-Apr | $ | 4,667 | $ | 6,840 | $ | 385 | $ | 5,448 | $ | 4,971 | $ | 4,641 | $ | 5,021 | $ | 820 | $ | 6,534 | $ | 39,327 | |||||||||||||||||||||
BST |
31-Dec | $ | 3,815 | $ | 5,574 | $ | 0 | $ | 4,463 | $ | 3,928 | $ | 3,714 | $ | 4,144 | $ | 0 | $ | 5,297 | $ | 30,935 | |||||||||||||||||||||
Total Compensation from Closed-End Complex (6) |
$ | 289,583 | $ | 423,125 | $ | 0 | $ | 338,750 | $ | 298,125 | $ | 281,875 | $ | 314,583 | $ | 0 | $ | 402,083 | ||||||||||||||||||||||||
Number of Registered Investment Companies (RICs) in Closed-End Complex Overseen by Board Member (7) |
74 | 74 | 74 | 74 | 74 | 74 | 74 | 74 | 74 |
(1) | Information is for the Funds most recent fiscal year. |
B-2
(2) | Total amount of deferred compensation payable by the Closed-End Complex to Mr. Castellano, Mr. Cavanagh, Dr. Fabozzi, Mr. Harris, Dr. Hubbard, Dr. Kester, and Ms. Robards is $386,304, $806,302, $625,512, $1,308,426, $1,356,666, $758,272, and $606,536 respectively, as of December 31, 2015. |
(3) | Ms. Egan became an Independent Board Member on April 1, 2016. As of December 31, 2015, Ms. Egan did not participate in the deferred compensation plan. |
(4) | Ms. Lynch became an Independent Board Member of all Funds on March 1, 2016. As of December 31, 2015, Ms. Lynch did not participate in the deferred compensation plan. |
(5) | Includes fees paid by BlackRock Municipal Bond Investment Trust (BIE), which merged into BlackRock Municipal Income Investment Trust (BBF) effective May 16, 2016. |
(6) | Represents the aggregate compensation earned by such persons from the Closed-End Complex during the calendar year ended December 31, 2015. Of this amount, Mr. Castellano, Mr. Cavanagh, Dr. Fabozzi, Mr. Harris, Dr. Hubbard, Dr. Kester and Ms. Robards deferred $85,125, $77,375, $15,313, $143,438, $136,563, $80,000, and $36,625 respectively, pursuant to the Closed-End Complexs deferred compensation plan. |
(7) | Represents RICs in Closed-End Complex currently overseen, or to be overseen following election, by such Board Member or Board Nominee. Ms. Lynch and Ms. Egan did not oversee any RICs in the Closed-End Complex during the calendar year ended December 31, 2015. |
B-3
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 April 30, 2016, except as otherwise indicated. No Board Member or Board Nominee owns Preferred Shares.
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
Interested Board Members, including the Board Nominees: |
||||||||||||||
John M. Perlowski |
BlackRock Energy and Resources Trust | 753 | $10,001 - $50,000 |
$50,001 - $100,000 |
N/A | N/A | Over $100,000 | |||||||
Barbara G. Novick |
BlackRock Core Bond Trust | 2,350 | $10,001 - $50,000 |
Over $100,000 | N/A | N/A | Over $100,000 | |||||||
BlackRock Investment Quality Municipal Trust, Inc. | 6,000 | Over $100,000 | N/A | N/A | ||||||||||
BlackRock Income Trust, Inc. | 14,711 | $50,001 - $100,000 |
N/A | N/A | ||||||||||
Independent Board Members, including the Board Nominees: |
||||||||||||||
Richard E. Cavanagh |
BlackRock Municipal Income Investment Quality Trust | 300 | $1 - $10,000 | Over $100,000 | N/A | N/A | Over $100,000 | |||||||
BlackRock Municipal Income Investment Trust | 300 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal Bond Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Taxable Municipal Bond Trust | 500 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock Resources & Commodities Strategy Trust | 424 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Enhanced Equity Dividend Trust | 525 | $1 - $10,000 | 15,387 | Over $100,000 | ||||||||||
BlackRock Municipal Income Trust | 300 | $1 - $10,000 | N/A | N/A |
C-1
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Florida Municipal 2020 Term Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New York Municipal Income Trust II | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock California Municipal Income Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Energy and Resources Trust | 100 | $1 - $10,000 | 6,220 | $50,001 - $100,000 |
||||||||||
BlackRock Floating Rate Income Trust | 200 | $1 - $10,000 | 10,358 | Over $100,000 |
||||||||||
BlackRock International Growth and Income Trust | 100 | $1 - $10,000 | 15,684 | $50,001 - $100,000 |
||||||||||
BlackRock Core Bond Trust | 578 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Defined Opportunity Credit Trust | 500 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Virginia Municipal Bond Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal Bond Investment Trust (2) | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Multi-Sector Income Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock California Municipal 2018 Term Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2020 Term Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Investment Quality Municipal Trust, Inc. | 500 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Income Trust, Inc. | 500 | $1 - $10,000 | N/A | N/A |
C-2
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Municipal Income Trust II | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New York Municipal 2018 Term Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New Jersey Municipal Bond Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Limited Duration Income Trust | 100 | $1 - $10,000 | 9,183 | Over $100,000 | ||||||||||
BlackRock Health Sciences Trust | 100 | $1 - $10,000 | 577 | $10,001 - $50,000 |
||||||||||
BlackRock New Jersey Municipal Income Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New York Municipal Income Trust | 300 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Global Opportunities Equity Trust | 214 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2018 Term Trust | 300 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New York Municipal Bond Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
The BlackRock Strategic Municipal Trust | 500 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New York Municipal Income Quality Trust | 200 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Long-Term Municipal Advantage Trust | 200 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Credit Allocation Income Trust | 439 | $1 - $10,000 | 10,225 | Over $100,000 |
C-3
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Utility and Infrastructure Trust | 500 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal Income Quality Trust | 200 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Maryland Municipal Bond Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock MuniAssets Fund, Inc. | 172 | $1 - $10,000 | N/A | N/A | ||||||||||
Michael J. Castellano |
BlackRock Taxable Municipal Bond Trust | 2,100 | $10,001 - $50,000 |
Over $100,000 | N/A | N/A | Over $100,000 | |||||||
BlackRock Resources & Commodities Strategy Trust | 957 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Enhanced Equity Dividend Trust | 2,379 | $10,001 - $50,000 |
8,643 | $50,001 - $100,000 |
||||||||||
BlackRock Municipal Income Trust | 800 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock New York Municipal Income Trust II | 600 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Energy and Resources Trust | 400 | $1 - $10,000 | 3,519 | $10,001 - $50,000 |
||||||||||
BlackRock Floating Rate Income Trust | 0 | $0 | 4,983 | $50,001 - $100,000 |
||||||||||
BlackRock International Growth and Income Trust | 1,000 | $1 - $10,000 | 9,739 | $50,001 - $100,000 |
||||||||||
BlackRock Core Bond Trust | 1,480 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock Defined Opportunity Credit Trust | 700 | $1 - $10,000 | N/A | N/A |
C-4
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Multi-Sector Income Trust | 600 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Investment Quality Municipal Trust, Inc. | 800 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock Income Trust, Inc. | 1,300 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New Jersey Municipal Bond Trust | 400 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Limited Duration Income Trust | 600 | $1 - $10,000 | 4,240 | $50,001 - $100,000 |
||||||||||
BlackRock Health Sciences Trust | 400 | $10,001 - $50,000 |
717 | $10,001 - $50,000 |
||||||||||
BlackRock New Jersey Municipal Income Trust | 1,100 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock New York Municipal Bond Trust | 600 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Science and Technology Trust | 600 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Long-Term Municipal Advantage Trust | 800 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2030 Target Term Trust | 800 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock Credit Allocation Income Trust | 819 | $10,001 - $50,000 |
5,023 | $50,001 - $100,000 |
||||||||||
BlackRock Utility and Infrastructure Trust | 500 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock MuniAssets Fund, Inc. | 1,500 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
Cynthia L. Egan (3) |
None | 0 | $0 | $0 | N/A | N/A | $0 |
C-5
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
Frank J. Fabozzi |
BlackRock Municipal Bond Trust | 20 | $1 - $10,000 | $10,001 - $50,000 |
N/A | N/A | Over $100,000 | |||||||
BlackRock Resources & Commodities Strategy Trust | 295 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Enhanced Equity Dividend Trust | 781 | $1 - $10,000 | 11,701 | $50,001 - $100,000 |
||||||||||
BlackRock Municipal Income Trust | 20 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Energy and Resources Trust | 100 | $1 - $10,000 | 4,616 | $50,001 - $100,000 |
||||||||||
BlackRock Floating Rate Income Trust | 100 | $1 - $10,000 | 7,955 | Over $100,000 | ||||||||||
BlackRock International Growth and Income Trust | 300 | $1 - $10,000 | 11,508 | $50,001 - $100,000 |
||||||||||
BlackRock Core Bond Trust | 27 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Defined Opportunity Credit Trust | 10 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2020 Term Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Investment Quality Municipal Trust, Inc. | 10 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Income Trust, Inc. | 2,010 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock Municipal Income Trust II | 10 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Limited Duration Income Trust | 100 | $1 - $10,000 | 7,117 | Over $100,000 | ||||||||||
BlackRock Health Sciences Trust | 100 | $1 - $10,000 | 148 | $1 - $10,000 |
C-6
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Global Opportunities Equity Trust | 324 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2018 Term Trust | 20 | $1 - $10,000 | N/A | N/A | ||||||||||
The BlackRock Strategic Municipal Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Long-Term Municipal Advantage Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Credit Allocation Income Trust | 192 | $1 - $10,000 | 7,944 | Over $100,000 | ||||||||||
BlackRock Municipal Income Quality Trust | 10 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock MuniAssets Fund, Inc. | 17 | $1 - $10,000 | N/A | N/A | ||||||||||
Jerrold B. Harris | BlackRock Municipal Bond Trust | 154 | $1 - $10,000 | Over $100,000 | N/A | N/A | Over $100,000 | |||||||
BlackRock Taxable Municipal Bond Trust | 7,268 | Over $100,000 | N/A | N/A | ||||||||||
BlackRock Resources & Commodities Strategy Trust | 266 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Enhanced Equity Dividend Trust | 508 | $1 - $10,000 | 27,527 | Over $100,000 | ||||||||||
BlackRock Municipal Income Trust | 10,048 | Over $100,000 |
N/A | N/A | ||||||||||
BlackRock Energy and Resources Trust | 338 | $1 - $10,000 | 11,121 | Over $100,000 | ||||||||||
BlackRock Floating Rate Income Trust | 165 | $1 - $10,000 | 16,616 | Over $100,000 |
C-7
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock International Growth and Income Trust | 217 | $1 - $10,000 | 28,398 | Over $100,000 | ||||||||||
BlackRock Core Bond Trust | 259 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Defined Opportunity Credit Trust | 123 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2020 Term Trust | 138 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Investment Quality Municipal Trust, Inc. | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Income Trust, Inc. | 135 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal Income Trust II | 18,691 | Over $100,000 |
N/A | N/A | ||||||||||
BlackRock Limited Duration Income Trust | 153 | $1 - $10,000 | 14,439 | Over $100,000 | ||||||||||
BlackRock Health Sciences Trust | 155 | $1 - $10,000 | 1,218 | $10,001 - $50,000 |
||||||||||
BlackRock Global Opportunities Equity Trust | 433 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2018 Term Trust | 142 | $1 - $10,000 | N/A | N/A | ||||||||||
The BlackRock Strategic Municipal Trust | 152 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Long-Term Municipal Advantage Trust | 20,100 | Over $100,000 |
N/A | N/A | ||||||||||
BlackRock Credit Allocation Income Trust | 8,366 | Over $100,000 | 17,485 | Over $100,000 |
C-8
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Municipal Income Quality Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Maryland Municipal Bond Trust | 7,041 | Over $100,000 |
N/A | N/A | ||||||||||
BlackRock MuniAssets Fund, Inc. | 172 | $1 - $10,000 | N/A | N/A | ||||||||||
R. Glenn Hubbard | BlackRock Municipal Bond Trust | 211 | $1 - $10,000 | Over $100,000 | N/A | N/A | Over $100,000 | |||||||
BlackRock Resources & Commodities Strategy Trust | 177 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Enhanced Equity Dividend Trust | 1,225 | $1 - $10,000 | 26,375 | Over $100,000 |
||||||||||
BlackRock Municipal Income Trust | 210 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New York Municipal Income Trust II | 195 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Energy and Resources Trust | 487 | $1 - $10,000 | 10,827 | Over $100,000 |
||||||||||
BlackRock Floating Rate Income Trust | 245 | $1 - $10,000 | 17,867 | Over $100,000 |
||||||||||
BlackRock International Growth and Income Trust | 277 | $1 - $10,000 | 27,868 | Over $100,000 |
||||||||||
BlackRock Core Bond Trust | 398 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Defined Opportunity Credit Trust | 724 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2020 Term Trust | 176 | $1 - $10,000 | N/A | N/A |
C-9
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Investment Quality Municipal Trust, Inc. | 205 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Income Trust, Inc. | 195 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal Income Trust II | 208 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New York Municipal 2018 Term Trust | 168 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Limited Duration Income Trust | 242 | $1 - $10,000 | 15,905 | Over $100,000 |
||||||||||
BlackRock Health Sciences Trust | 272 | $1 - $10,000 | 1,160 | $10,001 - $50,000 |
||||||||||
BlackRock New York Municipal Income Trust | 197 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Global Opportunities Equity Trust | 668 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2018 Term Trust | 181 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New York Municipal Bond Trust | 198 | $1 - $10,000 | N/A | N/A | ||||||||||
The BlackRock Strategic Municipal Trust | 207 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock New York Municipal Income Quality Trust | 188 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Long-Term Municipal Advantage Trust | 181 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Credit Allocation Income Trust | 454 | $1 - $10,000 | 17,430 | Over $100,000 |
C-10
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Municipal Income Quality Trust | 195 | $1 - $10,000 | N/A | N/A | ||||||||||
W. Carl Kester |
BlackRock Municipal Income Investment Quality Trust | 100 | $1 - $10,000 | Over $100,000 |
N/A | N/A | Over $100,000 | |||||||
BlackRock Taxable Municipal Bond Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Resources & Commodities Strategy Trust | 648 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Enhanced Equity Dividend Trust | 425 | $1 - $10,000 | 15,881 | Over $100,000 |
||||||||||
BlackRock Energy and Resources Trust | 0 | $0 | 6,408 | $50,001 - $100,000 |
||||||||||
BlackRock Floating Rate Income Trust | 0 | $0 | 9,609 | Over $100,000 |
||||||||||
BlackRock International Growth and Income Trust | 0 | $0 | 16,328 | $50,001 - $100,000 |
||||||||||
BlackRock Core Bond Trust | 1,078 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock Income Trust, Inc. | 3,000 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock Limited Duration Income Trust | 0 | $0 | 8,351 | Over $100,000 |
||||||||||
BlackRock Health Sciences Trust | 100 | $1 - $10,000 | 690 | $10,001 - $50,000 |
||||||||||
BlackRock Global Opportunities Equity Trust | 751 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2018 Term Trust | 100 | $1 - $10,000 | N/A | N/A |
C-11
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Science and Technology Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Long-Term Municipal Advantage Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Municipal 2030 Target Term Trust | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Credit Allocation Income Trust | 239 | $1 - $10,000 | 10,118 | Over $100,000 |
||||||||||
BlackRock MuniAssets Fund, Inc. | 100 | $1 - $10,000 | N/A | N/A | ||||||||||
Catherine A. Lynch (4) |
None | 0 | $0 | $0 | N/A | N/A | $0 | |||||||
Karen P. Robards |
BlackRock Taxable Municipal Bond Trust | 600 | $10,001 - $50,000 |
Over $100,000 |
N/A | N/A | Over $100,000 | |||||||
BlackRock Resources & Commodities Strategy Trust | 1,129 | $1 - $10,000 | N/A | N/A | ||||||||||
BlackRock Enhanced Equity Dividend Trust | 1,573 | $10,001 - $50,000 |
12,346 | $50,001 - $100,000 |
||||||||||
BlackRock Energy and Resources Trust | 400 | $1 - $10,000 | 4,803 | $50,001 - $100,000 |
||||||||||
BlackRock Floating Rate Income Trust | 0 | $0 | 7,525 | $50,001 - $100,000 |
||||||||||
BlackRock International Growth and Income Trust | 0 | $0 | 12,182 | $50,001 - $100,000 |
||||||||||
BlackRock New York Municipal 2018 Term Trust | 750 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock Limited Duration Income Trust | 0 | $0 | 6,628 | $50,001 - $100,000 |
C-12
Name of Board |
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 Family of Investment Companies |
Number
of Share Equivalents(1) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Shares and Share Equivalents in Family of Investment Companies | |||||||
BlackRock Health Sciences Trust | 500 | $10,001 - $50,000 |
273 | $10,001 - $50,000 |
||||||||||
BlackRock Science and Technology Trust | 750 | $10,001 - $50,000 |
N/A | N/A | ||||||||||
BlackRock Credit Allocation Income Trust | 1,055 | $10,001 - $50,000 |
7,910 | Over $100,000 | ||||||||||
BlackRock Utility and Infrastructure Trust | 1,000 | $10,001 - $50,000 |
N/A | N/A |
(1) | Represents, as of April 30, 2016, 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 (BGY), BlackRock Enhanced Equity Dividend Trust (BDJ), BlackRock Energy and Resources Trust (BGR), BlackRock Floating Rate Income Trust (BGT), BlackRock Limited Duration Income Trust (BLW), BlackRock Credit Allocation Income Trust (BTZ), BlackRock Corporate High Yield Fund, Inc. (HYT) and BlackRock Health Sciences Trust (BME) are eligible investments. As of April 30, 2016, Ms. Egan and Ms. Lynch did not participate in the deferred compensation plan. |
(2) | BlackRock Municipal Bond Investment Trust (BIE) reorganized with and into BBF on May 16, 2016 and in connection therewith shareholders of BIE received shares of BBF equal to the aggregate net asset value of their holdings of BIE shares as determined at the close of business on May 13, 2016. |
(3) | Ms. Egan became an Independent Board Member on April 1, 2016. |
(4) | Ms. Lynch became an Independent Board Member March 1, 2016. |
As of April 30, 2016, all Board Members, Board Nominees and executive officers as a group owned less than 1% of the outstanding shares of each Fund which they oversee (or are nominated to oversee).
As of April 30, 2016, 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.
C-13
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:
Fund Name |
Ticker | Fiscal Year End |
Number of Board Meetings | |||||||
BlackRock Municipal Income Investment Quality Trust |
BAF | 31-Aug | 8 | |||||||
BlackRock Municipal Income Investment Trust |
BBF | 31-Jul | 8 | |||||||
BlackRock Municipal Bond Trust |
BBK | 31-Aug | 8 | |||||||
BlackRock Taxable Municipal Bond Trust |
BBN | 31-Jul | 8 | |||||||
BlackRock Resources & Commodities Trust |
BCX | 31-Dec | 6 | |||||||
BlackRock Enhanced Equity Dividend Trust |
BDJ | 31-Dec | 6 | |||||||
BlackRock Municipal Income Trust |
BFK | 30-Apr | 6 | |||||||
BlackRock Florida Municipal 2020 Term Trust |
BFO | 31-Jul | 8 | |||||||
BlackRock New York Municipal Income Trust II |
BFY | 31-Aug | 8 | |||||||
BlackRock California Municipal Income Trust |
BFZ | 31-Jul | 8 | |||||||
BlackRock Energy and Resources Trust |
BGR | 31-Dec | 6 | |||||||
BlackRock Floating Rate Income Trust |
BGT | 31-Oct | 6 | |||||||
BlackRock International Growth and Income Trust |
BGY | 31-Dec | 6 | |||||||
BlackRock Core Bond Trust |
BHK | 31-Aug | 8 | |||||||
BlackRock Defined Opportunity Credit Trust |
BHL | 31-Aug | 8 | |||||||
BlackRock Virginia Municipal Bond Trust |
BHV | 31-Aug | 8 | |||||||
BlackRock Multi-Sector Income Trust |
BIT | 31-Oct | 6 | |||||||
BlackRock California Municipal 2018 Term Trust |
BJZ | 31-Dec | 6 | |||||||
BlackRock Municipal 2020 Term Trust |
BKK | 30-Apr | 6 | |||||||
BlackRock Investment Quality Municipal Trust, Inc. |
BKN | 30-Apr | 6 | |||||||
BlackRock Income Trust, Inc. |
BKT | 31-Aug | 8 | |||||||
BlackRock Municipal Income Trust II |
BLE | 31-Aug | 8 | |||||||
BlackRock New York Municipal 2018 Term Trust |
BLH | 31-Dec | 6 | |||||||
BlackRock New Jersey Municipal Bond Trust |
BLJ | 31-Aug | 8 | |||||||
BlackRock Limited Duration Income Trust |
BLW | 31-Aug | 8 | |||||||
BlackRock Health Sciences Trust |
BME | 31-Dec | 6 | |||||||
BlackRock New Jersey Municipal Income Trust |
BNJ | 31-Jul | 8 | |||||||
BlackRock New York Municipal Income Trust |
BNY | 31-Jul | 8 | |||||||
BlackRock Global Opportunities Equity Trust |
BOE | 31-Dec | 6 | |||||||
BlackRock Municipal 2018 Term Trust |
BPK | 31-Dec | 6 | |||||||
BlackRock New York Municipal Bond Trust |
BQH | 31-Aug | 8 | |||||||
The BlackRock Strategic Municipal Trust |
BSD | 30-Apr | 6 | |||||||
BlackRock New York Municipal Income Quality Trust |
BSE | 31-Aug | 8 | |||||||
BlackRock Long-Term Municipal Advantage Trust |
BTA | 30-Apr | 6 | |||||||
BlackRock Municipal 2030 Target Term Trust |
BTT | 31-Jul | 8 | |||||||
BlackRock Credit Allocation Income Trust |
BTZ | 31-Oct | 6 | |||||||
BlackRock Utility and Infrastructure Trust |
BUI | 31-Dec | 6 | |||||||
BlackRock Municipal Income Quality Trust |
BYM | 31-Aug | 8 | |||||||
BlackRock Maryland Municipal Bond Trust |
BZM | 31-Aug | 8 | |||||||
BlackRock MuniAssets Fund, Inc. |
MUA | 30-Apr | 6 | |||||||
BlackRock Science and Technology Trust |
BST | 31-Dec | 6 |
D-1
Appendix E Standing 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, W. Carl Kester and Catherine A. Lynch, all of whom are Independent Board Members and all of whom, except for Ms. Lynch, have been determined by the Audit Committee and the Board to be Audit Committee Financial Experts. The principal responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibilities relating to the accounting and financial reporting policies and practices of the Fund. The Audit Committees responsibilities include, without limitation: (i) approving and recommending to the full Board for approval the selection, retention, termination and compensation of the Funds independent registered public accounting firm (the Independent Registered Public Accounting Firm) and evaluating the independence and objectivity of the Independent Registered Public Accounting Firm; (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 Funds Independent Registered Public Accounting Firm 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 Boards responsibilities with respect to the internal controls of the Fund and its service providers with respect to accounting and financial matters; and (vii) resolving any disagreements between the Funds management and the Funds Independent Registered Public Accounting Firm 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 Committee. Each Board has a standing Governance Committee composed of R. Glenn Hubbard (Chair), Richard E. Cavanagh, Michael J. Castellano, Cynthia L. Egan, Frank J. Fabozzi, Jerrold B. Harris, W. Carl Kester, Catherine A. Lynch and Karen P. Robards, 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 Board Nominees that are not interested persons of the Funds (as defined in the 1940 Act) for election by shareholders or appointment by the Board; (ii) advising the Board with respect to Board composition, procedures and committees of the Board (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 with respect to Independent Board Member compensation; (v) monitoring corporate governance matters and making recommendations in respect thereof to the Board; (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; and (vii) review and make recommendations to the Board in respect of Fund share ownership by the Independent Board Members.
E-1
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.
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 Fund at its principal executive offices. Each Fund must receive notice of a shareholders intention to introduce a nomination or proposed item of business for an annual shareholder meeting not less than 120 days nor more than 150 days before the anniversary of the prior years annual shareholder meeting. Assuming that the 2017 annual shareholder meeting of a Fund is held within 25 days of July 26, 2017, the Fund must receive notice pertaining to the 2017 annual meeting of shareholders no earlier than Sunday, February 26, 2017 and no later than Tuesday, March 28, 2017. However, if a Fund holds its 2017 annual shareholder meeting on a date that is not within 25 days before or after July 26, 2017, such Fund must receive the notice of a shareholders intention to introduce a nomination or proposed item of business not later than the close of business on the tenth day following the day on which the notice of the date of the shareholder meeting was mailed or the public disclosure of the date of the shareholder meeting was made, whichever comes first.
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 may 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. In addition to not being an interested person of the Fund as defined under Section 2(a)(19) of the 1940 Act, each Independent Board Member may not be or have certain relationships with a shareholder owning five percent or more of the Funds voting securities or owning other percentage ownership interests in investment companies registered under the 1940 Act. 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, Cynthia L. Egan and R. Glenn Hubbard, all of whom are
E-2
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 and recommending changes or additions to such policies and procedures; (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, overseeing the annual performance review of, and making certain recommendations in respect of the CCO, including, without limitation, determining the amount and structure of the CCOs compensation. Each Board has adopted a written charter for the Boards Compliance Committee.
Performance Oversight Committee. Each Fund has a Performance Oversight Committee composed of Frank J. Fabozzi (Chair), Michael J. Castellano, Richard E. Cavanagh, Cynthia L. Egan, Jerrold B. Harris, R. Glenn Hubbard, W. Carl Kester, Catherine A. Lynch 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 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 policies and restrictions; and (vii) overseeing policies, procedures and controls regarding valuation of the Funds investments. Each Board has adopted a written charter for the Boards Performance Oversight Committee.
Executive Committee. Each Fund has an Executive Committee composed of Richard E. Cavanagh (Chair) and Karen P. Robards, both of whom are Independent Board Members, and John M. Perlowski, who serves as an interested Board Member. 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. Each Board has adopted a written charter for the Boards Executive Committee.
The Leverage Committee was originally formed in March 2008 for the purpose of monitoring issues arising from credit market turmoil and overseeing efforts to address the effects of reduced AMPS liquidity on each fund in the Closed-End Complex using AMPS for leverage at the time. As of April 30, 2016, the total amount of announced redemptions of AMPS across the Closed-End Complex equaled $9.83 billion, which represents approximately 99.6% of all AMPS outstanding for the Closed-End Complex as of February 2008. Thus far, 62 BlackRock Closed-End Funds have redeemed all of their AMPS.
As a result of the reduction of AMPS across the Closed-End Complex, the Board determined to suspend the Leverage Committee effective March 1, 2016. The Board currently oversees the Funds usage of leverage, including the Funds incurrence, refinancing and maintenance of leverage and, to the extent necessary or appropriate, authorizes or approves the execution of
E-3
documentation in respect thereto. The Executive Committee has authority to make any such authorizations or approvals that are required between regular meetings of the Board.
Each Audit Committee, Governance Committee, Compliance Committee, Performance Oversight Committee and Executive Committee met the following number of times for each Funds most recent fiscal year:
Ticker |
Fiscal Year End |
Number of Audit Committee Meetings |
Number of Governance Committee Meetings |
Number of Compliance Committee Meetings |
Number of Performance Oversight Committee Meetings |
Number of Executive Committee Meetings | ||||||||
BAF |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BBF |
31-Jul | 13 | 4 | 4 | 4 | 0 | ||||||||
BBK |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BBN |
31-Jul | 13 | 4 | 4 | 4 | 0 | ||||||||
BCX |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BDJ |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BFK |
30-Apr | 11 | 4 | 4 | 4 | 0 | ||||||||
BFO |
31-Jul | 13 | 4 | 4 | 4 | 0 | ||||||||
BFY |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BFZ |
31-Jul | 13 | 4 | 4 | 4 | 0 | ||||||||
BGR |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BGT |
31-Oct | 13 | 4 | 4 | 4 | 0 | ||||||||
BGY |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BHK |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BHL |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BHV |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BIT |
31-Oct | 13 | 4 | 4 | 4 | 0 | ||||||||
BJZ |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BKK |
30-Apr | 11 | 4 | 4 | 4 | 0 | ||||||||
BKN |
30-Apr | 11 | 4 | 4 | 4 | 0 | ||||||||
BKT |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BLE |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BLH |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BLJ |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BLW |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BME |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BNJ |
31-Jul | 13 | 4 | 4 | 4 | 0 | ||||||||
BNY |
31-Jul | 13 | 4 | 4 | 4 | 0 | ||||||||
BOE |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BPK |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BQH |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BSD |
30-Apr | 11 | 4 | 4 | 4 | 0 | ||||||||
BSE |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BTA |
30-Apr | 11 | 4 | 4 | 4 | 0 | ||||||||
BTT |
31-Jul | 13 | 4 | 4 | 4 | 0 | ||||||||
BTZ |
31-Oct | 13 | 4 | 4 | 4 | 0 | ||||||||
BUI |
31-Dec | 12 | 4 | 4 | 4 | 0 | ||||||||
BYM |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
BZM |
31-Aug | 13 | 4 | 4 | 4 | 0 | ||||||||
MUA |
30-Apr | 11 | 4 | 4 | 4 | 0 | ||||||||
BST |
31-Dec | 12 | 4 | 4 | 4 | 0 |
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 |
Position(s) Held |
Term of Office |
Principal Occupations(s) During Past
5 | |||
John Perlowski 55 East 52nd Street New York, NY 10055
1964 |
Director/Trustee, President and Chief Executive Officer | Annual (President and Chief Executive Officer); Director/Trustee since 2014; President and Chief Executive Officer since 2011 | Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Fund Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009. | |||
Jonathan Diorio 55 East 52nd Street New York, NY 10055
1980 |
Vice President | Annual; Since 2015 | Managing Director of BlackRock, Inc. since 2015; Director of BlackRock, Inc. from 2011 to 2015; Director of Deutsche Asset & Wealth Management from 2009 to 2011. | |||
Neal J. Andrews 55 East 52nd Street New York, NY 10055
1966 |
Chief Financial Officer | Annual; Since 2007 | Managing Director of BlackRock, Inc. since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006. | |||
Jay M. Fife 55 East 52nd Street New York, NY 10055
1970 |
Treasurer | Annual; Since 2007 | Managing Director of BlackRock, Inc. since 2007; Director of BlackRock, Inc. in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006. |
F-1
Name, Address |
Position(s) Held |
Term of Office |
Principal Occupations(s) During Past
5 | |||
Charles Park 55 East 52nd Street New York, NY 10055
1967 |
Chief Compliance Officer (CCO) | Annual; Since 2014 | Anti-Money Laundering Compliance Officer for the BlackRock-advised funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (BFA) since 2006; Chief Compliance Officer for the BFA-advised iShares exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012. | |||
Janey Ahn 55 East 52nd Street New York, NY 10055
1975 |
Secretary | Annual; Since 2012 | Director of BlackRock, Inc. since 2009; Assistant Secretary of the funds in the Closed-End Complex from 2008 to 2012. |
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-2
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 ($) |
Prior Fiscal Year to Most Recent Fiscal Year End ($)* |
Most Recent Fiscal Year ($) |
Prior Fiscal Year to Most Recent Fiscal Year End ($) | |||||
BAF |
31-Aug | 32,092 | 31,778 | 0 | 0 | |||||
BBF |
31-Jul | 31,480 | 31,172 | 0 | 0 | |||||
BBK |
31-Aug | 32,092 | 31,778 | 0 | 0 | |||||
BBN |
31-Jul | 35,739 | 35,388 | 0 | 0 | |||||
BCX |
31-Oct | N/A (1) | 52,432 | N/A (1) | 0 | |||||
BCX |
31-Dec | 66,300 | 55,803 (2) | 0 | 0 (2) | |||||
BDJ |
31-Oct | N/A (1) | 46,726 | N/A (1) | 0 | |||||
BDJ |
31-Dec | 59,160 | 49,793 (2) | 0 | 0 (2) | |||||
BFK |
30-Apr | 36,988 | 36,988 | 0 | 0 | |||||
BFO |
31-Jul | 30,766 | 30,465 | 3,500 | 3,500 | |||||
BFY |
31-Aug | 30,052 | 29,758 | 0 | 0 | |||||
BFZ |
31-Jul | 31,710 | 31,399 | 0 | 0 | |||||
BGR |
31-Oct | N/A (1) | 38,545 | N/A (1) | 0 | |||||
BGR |
31-Dec | 39,105 | 32,763 (2) | 0 | 0 (2) | |||||
BGT |
31-Oct | 76,411 | 65,941 | 0 | 0 | |||||
BGY |
31-Oct | N/A (1) | 51,776 | N/A (1) | 0 | |||||
BGY |
31-Dec | 52,467 | 44,010 (2) | 0 | 0 (2) | |||||
BHK |
31-Aug | 81,600 | 67,607 | 11,333 | 0 | |||||
BHL |
31-Aug | 66,109 | 62,810 | 0 | 0 | |||||
BHV |
31-Aug | 19,240 | 19,052 | 6,000 | 0 | |||||
BIT |
31-Oct | 70,635 | 65,524 | 0 | 0 | |||||
BJZ |
31-Dec | 30,129 | 29,657 | 3,500 | 3,500 | |||||
BKK |
30-Apr | 30,664 | 30,664 | 3,500 | 3,500 | |||||
BKN |
30-Apr | 32,908 | 32,908 | 0 | 0 | |||||
BKT |
31-Aug | 67,027 | 63,719 | 5,667 | 0 | |||||
BLE |
31-Aug | 33,418 | 33,091 | 0 | 0 | |||||
BLH |
31-Dec | 29,517 | 29,051 | 3,500 | 3,500 | |||||
BLJ |
31-Aug | 30,766 | 30,465 | 0 | 0 | |||||
BLW |
31-Aug | 75,978 | 67,279 | 4,000 | 4,000 | |||||
BME |
31-Oct | N/A (1) | 43,544 | N/A (1) | 0 | |||||
BME |
31-Dec | 44,154 | 37,012 (2) | 4,000 | 0 (2) | |||||
BNJ |
31-Jul | 31,378 | 31,071 | 0 | 0 | |||||
BNY |
31-Jul | 31,378 | 31,071 | 0 | 0 | |||||
BOE |
31-Oct | N/A (1) | 51,776 | N/A (1) | 0 | |||||
BOE |
31-Dec | 57,822 | 44,010 (2) | 0 | 0 (2) | |||||
BPK |
31-Dec | 30,843 | 30,364 | 3,500 | 3,500 | |||||
BQH |
31-Aug | 30,766 | 30,465 | 0 | 0 | |||||
BSD |
30-Apr | 32,806 | 32,806 | 0 | 0 | |||||
BSE |
31-Aug | 31,888 | 31,576 | 0 | 0 | |||||
BTA |
30-Apr | 32,908 | 32,908 | 6,500 | 0 | |||||
BTT |
31-Jul | 32,334 | 32,017 | 0 | 0 | |||||
BTZ |
31-Oct | 49,152 | 46,019 | 0 | 0 | |||||
BUI |
31-Oct | N/A (1) | 52,281 | N/A (1) | 0 |
G-1
Audit Fees | Audit-Related Fees | |||||||||
Fund |
Fiscal Year End |
Most Recent Fiscal Year ($) |
Prior Fiscal Year to Most Recent Fiscal Year End ($)* |
Most Recent Fiscal Year ($) |
Prior Fiscal Year to Most Recent Fiscal Year End ($) | |||||
BUI |
31-Dec | 52,977 | 44,439 (2) | 0 | 0 (2) | |||||
BYM |
31-Aug | 33,418 | 33,091 | 0 | 0 | |||||
BZM |
31-Aug | 30,052 | 29,758 | 6,000 | 0 | |||||
MUA |
30-Apr | 31,072 | 31,072 | 0 | 0 | |||||
BST |
31-Dec | 55,157 | 49,490 (3) | 0 | 0 (3) |
* | Prior fiscal year audit fees were updated to include out-of-pocket expenses. |
(1) | In 2014, the Fund changed its fiscal year end from October 31 to December 31. |
(2) | In 2014, the Fund changed its fiscal year end from October 31 to December 31. Information provided for the period November 1, 2014 through the Funds fiscal year end of December 31, 2014. The Advisor paid 50% of the fee due to the fiscal year end change. |
(3) | Information provided for the period October 30, 2014 (commencement of operations) through the Funds fiscal year end of December 31, 2014. |
Tax Fees and All Other Fees
Tax Fees* | All Other Fees | |||||||||
Fund |
Fiscal Year End |
Most Recent Fiscal Year ($) |
Prior Fiscal Year to Most Recent Fiscal Year End ($) |
Most Recent Fiscal Year ($) |
Prior Fiscal Year to Most Recent Fiscal Year End ($) | |||||
BAF |
31-Aug | 10,506 | 10,300 | 0 | 0 | |||||
BBF |
31-Jul | 9,486 | 9,300 | 0 | 0 | |||||
BBK |
31-Aug | 11,118 | 10,900 | 0 | 0 | |||||
BBN |
31-Jul | 15,402 | 15,100 | 0 | 0 | |||||
BCX |
31-Oct | N/A (1) | 14,850 | N/A (1) | 0 | |||||
BCX |
31-Dec | 18,147 | 4,000 (2) | 0 | 0 (2) | |||||
BDJ |
31-Oct | N/A (1) | 6,100 | N/A (1) | 0 | |||||
BDJ |
31-Dec | 17,147 | 4,000 (2) | 0 | 0 (2) | |||||
BFK |
30-Apr | 21,012 | 21,012 | 0 | 0 | |||||
BFO |
31-Jul | 8,976 | 8,800 | 0 | 0 | |||||
BFY |
31-Aug | 8,976 | 8,800 | 0 | 0 | |||||
BFZ |
31-Jul | 14,892 | 14,600 | 0 | 0 | |||||
BGR |
31-Oct | N/A (1) | 6,100 | N/A (1) | 0 | |||||
BGR |
31-Dec | 16,147 | 4,000 (2) | 0 | 0 (2) | |||||
BGT |
31-Oct | 14,484 | 14,200 | 0 | 0 | |||||
BGY |
31-Oct | N/A (1) | 8,261 | N/A (1) | 0 | |||||
BGY |
31-Dec | 17,585 | 4,000 (2) | 0 | 0 (2) | |||||
BHK |
31-Aug | 15,892 | 14,600 | 0 | 0 | |||||
BHL |
31-Aug | 9,486 | 9,300 | 0 | 0 | |||||
BHV |
31-Aug | 7,446 | 7,300 | 0 | 0 | |||||
BIT |
31-Oct | 24,152 (3) | 15,100 | 0 | 0 | |||||
BJZ |
31-Dec | 9,486 | 9,300 | 0 | 0 | |||||
BKK |
30-Apr | 12,852 | 12,852 | 0 | 0 | |||||
BKN |
30-Apr | 6,732 | 6,732 | 0 | 0 | |||||
BKT |
31-Aug | 6,732 | 6,600 | 0 | 0 | |||||
BLE |
31-Aug | 13,872 | 13,600 | 0 | 0 | |||||
BLH |
31-Dec | 8,262 | 8,100 | 0 | 0 | |||||
BLJ |
31-Aug | 7,446 | 7,300 | 0 | 0 | |||||
BLW |
31-Aug | 16,932 | 16,600 | 0 | 0 |
G-2
Tax Fees* | All Other Fees | |||||||||
Fund |
Fiscal Year End |
Most Recent Fiscal Year ($) |
Prior Fiscal Year to Most Recent Fiscal Year End ($) |
Most Recent Fiscal Year ($) |
Prior Fiscal Year to Most Recent Fiscal Year End ($) | |||||
BME |
31-Oct | N/A (1) | 6,159 | N/A (1) | 0 | |||||
BME |
31-Dec | 16,147 | 4,000 (2) | 0 | 0 (2) | |||||
BNJ |
31-Jul | 9,486 | 9,300 | 0 | 0 | |||||
BNY |
31-Jul | 12,138 | 11,900 | 0 | 0 | |||||
BOE |
31-Oct | N/A (1) | 8,761 | N/A (1) | 0 | |||||
BOE |
31-Dec | 17,585 | 4,000(2) | 0 | 0 (2) | |||||
BPK |
31-Dec | 12,852 | 12,600 | 0 | 0 | |||||
BQH |
31-Aug | 7,956 | 7,800 | 0 | 0 | |||||
BSD |
30-Apr | 9,486 | 9,486 | 0 | 0 | |||||
BSE |
31-Aug | 9,486 | 9,300 | 0 | 0 | |||||
BTA |
30-Apr | 11,016 | 11,016 | 0 | 0 | |||||
BTT |
31-Jul | 13,362 | 13,100 | 0 | 0 | |||||
BTZ |
31-Oct | 22,032 | 21,600 | 0 | 0 | |||||
BUI |
31-Oct | N/A (1) | 14,850 | N/A (1) | 0 | |||||
BUI |
31-Dec | 16,147 | 4,000 (2) | 0 | 0 (2) | |||||
BYM |
31-Aug | 15,402 | 15,100 | 0 | 0 | |||||
BZM |
31-Aug | 7,446 | 7,300 | 0 | 0 | |||||
MUA |
30-Apr | 12,444 |