SCHEDULE 14A
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:
¨ Preliminary Proxy Statement.
¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
x Definitive Proxy Statement.
¨ Definitive Additional Materials.
¨ Soliciting Material Pursuant to Sec. 240.14a-12.
BlackRock Long-Term Municipal Advantage Trust
BlackRock California Insured Municipal Income Trust
BlackRock Florida Insured Municipal Income Trust
BlackRock New York Insured Municipal Income Trust
BlackRock Municipal Income Trust II
BlackRock New York Municipal Income Trust II
BlackRock California Municipal Income Trust II
BlackRock California Municipal Bond Trust
BlackRock Municipal Bond Trust
BlackRock Florida Municipal Bond Trust
BlackRock New Jersey Municipal Bond Trust
BlackRock New York Municipal Bond Trust
BlackRock Maryland Municipal Bond Trust
BlackRock Virginia Municipal Bond Trust
BlackRock California Municipal 2018 Term Trust
BlackRock New York Municipal 2018 Term Trust
BlackRock Municipal 2018 Term Trust
BlackRock California Municipal Income Trust
BlackRock Municipal Income Trust
BlackRock Florida Municipal Income Trust
BlackRock New Jersey Municipal Income Trust
BlackRock New York Municipal Income Trust
BlackRock Insured Municipal Income Trust
BlackRock Pennsylvania Strategic Municipal Trust
BlackRock Strategic Municipal Trust
BlackRock Insured Municipal Term Trust, Inc.
BlackRock California Insured Municipal 2008 Term Trust, Inc.
BlackRock Florida Insured Municipal 2008 Term Trust
BlackRock Insured Municipal 2008 Term Trust, Inc.
BlackRock Investment Quality Municipal Trust, Inc.
BlackRock New York Insured Municipal 2008 Term Trust, Inc.
BlackRock California Investment Quality Municipal Trust, Inc.
BlackRock Florida Investment Quality Municipal Trust
BlackRock New Jersey Investment Quality Municipal Trust, Inc.
BlackRock New York Investment Quality Municipal Trust, Inc.
BlackRock Global Equity Income Trust
BlackRock Preferred and Equity Advantage Trust
BlackRock Real Asset Equity Trust
BlackRock World Investment Trust
BlackRock Enhanced Dividend AchieversTM Trust
BlackRock Global Opportunities Equity Trust
BlackRock High Income Shares
BlackRock Health Sciences Trust
BlackRock Global Energy and Resources Trust
BlackRock Global Floating Rate Income Trust
BlackRock S&P Quality Rankings Global Equity Managed Trust
BlackRock Strategic Dividend AchieversTM Trust
BlackRock Dividend AchieversTM Trust
BlackRock Limited Duration Income Trust
BlackRock Preferred Opportunity Trust
BlackRock Core Bond Trust
BlackRock Strategic Bond Trust
BlackRock Broad Investment Grade 2009 Term Trust, Inc.
BlackRock MuniYield Florida Insured Fund
BlackRock MuniYield Michigan Insured Fund, Inc.
BlackRock MuniYield New Jersey Insured Fund, Inc.
BlackRock MuniYield Pennsylvania Insured Fund
BlackRock S&P 500® Protected Equity Fund, Inc.
BlackRock Muni Intermediate Duration Fund, Inc.
BlackRock Muni New York Intermediate Duration Fund, Inc.
BlackRock Debt Strategies Fund, Inc.
Master Senior Floating Rate LLC
BlackRock Senior Floating Rate Fund, Inc.
BlackRock Senior Floating Rate Fund II, Inc.
BlackRock Diversified Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund II, Inc.
BlackRock MuniHoldings Florida Insured Fund
BlackRock MuniHoldings Fund, Inc.
BlackRock MuniHoldings Fund II, Inc.
BlackRock MuniHoldings Insured Fund, Inc.
BlackRock MuniHoldings New Jersey Insured Fund, Inc.
BlackRock MuniHoldings New York Insured Fund, Inc.
BlackRock MuniVest Fund, Inc.
BlackRock MuniVest Fund II, Inc.
BlackRock Senior High Income Fund, Inc.
BlackRock Apex Municipal Fund, Inc.
BlackRock Corporate High Yield Fund, Inc.
BlackRock Corporate High Yield Fund III, Inc.
BlackRock Corporate High Yield Fund V, Inc.
BlackRock Corporate High Yield Fund VI, Inc.
BlackRock MuniAssets Fund, Inc.
BlackRock MuniEnhanced Fund, Inc.
BlackRock MuniHoldings California Insured Fund, Inc.
BlackRock MuniHoldings Insured Fund II, Inc.
BlackRock MuniYield Fund, Inc.
BlackRock MuniYield Arizona Fund, Inc.
BlackRock MuniYield California Fund, Inc.
BlackRock MuniYield California Insured Fund, Inc.
BlackRock MuniYield Florida Fund
BlackRock MuniYield Insured Fund, Inc.
BlackRock MuniYield Michigan Insured Fund II, Inc.
BlackRock MuniYield New Jersey Fund, Inc.
BlackRock MuniYield New York Insured Fund, Inc.
BlackRock MuniYield Quality Fund, Inc.
BlackRock MuniYield Quality Fund II, Inc.
BlackRock Enhanced Capital and Income Fund, Inc.
BlackRock Preferred Income Strategies Fund, Inc.
BlackRock Preferred and Corporate Income Strategies Fund, Inc.
BlackRock Multi-Strategy Hedge Opportunities LLC
BlackRock Multi-Strategy Hedge Advantage
BlackRock Enhanced Equity Yield Fund, Inc.
BlackRock Enhanced Equity Yield & Premium Fund, Inc.
BlackRock Enhanced Government Fund, Inc.
BlackRock High Yield Trust
BlackRock Income Trust, Inc.
BlackRock Income Opportunity Trust, Inc.
BlackRock Municipal 2020 Term Trust
BlackRock Florida Municipal 2020 Term Trust
BlackRock International Growth and Income 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): |
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: |
BLACKROCK-ADVISED CLOSED-END FUNDS
100 Bellevue Parkway
Wilmington, Delaware 19809
(800) 441-7762
July 2, 2007
Dear Shareholder:
An annual meeting of your BlackRock-advised closed-end fund (each, a “Fund” and collectively, the “Funds”) will be held at the offices of BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, New York 10022, on Thursday, August 16, 2007, at 12:00 p.m. (noon) (Eastern time) (the “Meeting”), to vote on the proposals discussed in the enclosed joint proxy statement.
The purpose of the Meeting, and the reason why the dates of certain Funds’ regularly scheduled annual meetings were changed, is to seek shareholder approval of proposals recently approved by your Fund’s board of directors or trustees (each, an “Existing Board” and collectively, the “Existing Boards,” the members of which are referred to as “Board Members”). On September 29, 2006, BlackRock, Inc. (“BlackRock”) consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock to create a new independent company that is one of the world’s largest asset management firms with approximately $1.154 trillion in assets under management as of March 31, 2007. These proposals would implement initiatives resulting from the Transaction.
Following the Transaction, BlackRock, in consultation with all of the boards of directors or trustees of the funds in the BlackRock family of funds, undertook a comprehensive review of all of the funds currently advised by BlackRock affiliates, including the funds formerly advised by MLIM, with a goal of moving the funds to a more cohesive and rational operating platform. (The funds currently advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, are referred to as the “Fund complex,” and all of the boards of directors or trustees of the funds in the Fund complex, including the Existing Boards, are referred to collectively as the “Boards.”) Subsequent to that review, and following extensive and substantial consultation with the Boards of the funds in the Fund complex, BlackRock recommended proposals designed to streamline and enhance the effectiveness of Board oversight of the Fund complex. At Board meetings held during May 2007, the Board Members approved these proposals on behalf of the Funds, subject to approval by the Funds’ shareholders.
One or more of these proposals require your approval. We are seeking your approval of proposals relating to the following issues through the enclosed joint proxy statement.
1. Elect Nominees (all Funds). As described in the enclosed joint proxy statement, all shareholders are being asked to elect director or trustee nominees of their Funds. Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex. It is proposed that the Boards be realigned and consolidated so that the open-end funds are overseen by just two new boards (one new board would oversee certain equity funds, all fixed-income funds and all funds designed for sale through insurance company separate accounts, and the other new board would oversee certain other equity funds and all money market funds). It is also proposed that a third new board would oversee the closed-end funds. (Each new board is referred to as a “New Board” and collectively, the “New Boards.”) Each Board has reviewed the qualifications and backgrounds of the nominees and believes that they are experienced in overseeing investment
| * | The Funds are listed in the Notice of Annual Meeting and in Appendix A to the enclosed joint proxy statement. |
companies and are familiar with the Fund complex and with BlackRock Advisors. As discussed in more detail on page 7 of the enclosed joint proxy statement, the Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the funds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex.
2. Approve Amendment of Declaration of Trust (certain Funds only). As described in the enclosed joint proxy statement, shareholders of certain Funds (each, an “Amending Fund”) are being asked to approve an amendment of that Amending Fund’s Declaration of Trust to increase the maximum number of Board Members to fifteen (15), so that all of the nominees to the New Board of each Amending Fund may be elected to each Amending Fund’s New Board and to allow for two additional Board Members to be elected in the future. Each Amending Fund’s Declaration of Trust currently permits a maximum of eleven (11) Board Members. In order to accomplish the Board consolidation discussed in Proposal 1 and to obtain the benefit of the nominees’ collective knowledge and experience, the Existing Board of each Amending Fund approved amending its Declaration of Trust.
Please note that separate joint proxy statements are being sent to the shareholders of the open-end funds in the Fund complex, who are being asked to vote on the Board consolidation discussed above. Also, shareholders of certain open-end funds are being asked to consider reorganizations involving their funds. Separate proxy materials relating to those proposed fund reorganizations have been, or will be, sent to shareholders of those funds.
The Board Members responsible for your Fund recommend that you vote “FOR” the proposal(s) with respect to your Fund. However, before you vote, please read the full text of the joint proxy statement for an explanation of each proposal.
Your vote is important. Even if you plan to attend and vote in person at the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.
If you have any questions about the proposals to be voted on, please call Broadridge Financial Solutions, Inc. at 1-877-333-2297.
Sincerely,
Alice A. Pellegrino
Secretary of certain Funds
and
Vincent B. Tritto
Secretary of certain Funds
2
IMPORTANT NEWS
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. | The purpose of the Meeting, and the reason why the dates of certain funds’ regularly scheduled annual meeting were changed, is to seek shareholder approval of proposals recently approved by your fund’s board of directors or trustees (each, an “Existing Board” and collectively, the “Existing Boards,” the members of which are referred to as “Board Members”). As a shareholder of one or more of the funds (each, a “Fund” and collectively, the “Funds”) advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, Inc. (“BlackRock”), you are being asked to elect director or trustee nominees of your Fund and, in certain cases, to amend the Declaration of Trust of your Fund. (The funds currently advised by BlackRock Advisors are referred to as the “Fund complex,” and all of the boards of directors or trustees of the funds in the Fund complex, including the Existing Boards, are referred to collectively as the “Boards.”) The table beginning on page 9 of the joint proxy statement identifies the nominees that Fund shareholders are being asked to approve. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposal(s) on which you are being asked to vote. |
| Q. | Why am I being asked to vote on these proposals? |
| A. | On September 29, 2006, BlackRock consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock to create a new independent company that is one of the world’s largest asset management firms with approximately $1.154 trillion in assets under management as of March 31, 2007. The Transaction resulted in BlackRock having seven Boards that oversee nearly 300 funds. BlackRock and each Board believe that realigning and consolidating the seven Boards into three new boards (each, a “New Board” and collectively, the “New Boards”) would enable the New Boards to focus more attention on issues of particular relevance to the types of funds they oversee and to streamline and enhance the effectiveness of New Board oversight of the funds in the Fund complex. The proposal relating to the amendment of the Declaration of Trust of certain Funds is necessary in order to accomplish the realignment and consolidation of the Existing Boards with respect to those Funds. |
The proposals cannot be effected without shareholder approval. Your Fund’s Existing Board has approved the proposals you are being asked to vote on, believes they are in shareholders’ best interests, and recommends that you approve them.
| Q. | What am I being asked to vote “FOR” in the joint proxy statement? |
| A. | Shareholders are being asked to elect director or trustee nominees, as described in Proposal 1. Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex. It is proposed that the Boards be realigned and consolidated so that the open-end funds are overseen by just two New Boards (one New Board would oversee certain equity |
| funds, fixed-income funds and all funds designed for sale through insurance company separate accounts, and the other New Board would oversee certain other equity funds and money market funds). It is also proposed that a third New Board would oversee the closed-end funds. The proposals for the open-end funds are covered in separate proxy statements. Each Board has reviewed the qualifications and backgrounds of the nominees and believes that they are experienced in overseeing investment companies and are familiar with the Fund complex and with BlackRock Advisors. As discussed in more detail on page 7 of the enclosed joint proxy statement, the Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the funds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex. |
Shareholders of certain Funds (each, an “Amending Fund”) are being asked to approve an amendment of that Amending Fund’s Declaration of Trust to increase the maximum number of Board Members to fifteen (15), so that all of the nominees to the New Board of each Amending Fund may be elected to each Amending Fund’s New Board and to allow for two additional Board Members to be elected in the future. Each Amending Fund’s Declaration of Trust currently permits a maximum of eleven (11) Board Members. In order to accomplish the Board consolidation discussed in Proposal 1 and to obtain the benefit of the nominees’ collective knowledge and experience, the Existing Board of each Amending Fund approved amending its Declaration of Trust.
| Q. | Will my vote make a difference? |
| A. | Your vote is very important and can make a difference in the governance and management of the Funds, no matter how many shares you own. Your vote can help ensure that the proposal(s) recommended by the Existing Boards can be implemented. We encourage all shareholders to participate in the governance of their Funds. |
| Q. | Am I being asked to approve a reorganization of my fund with another fund? |
| A. | Not as part of the joint proxy statement; however, as part of the Board consolidation initiative discussed above, shareholders of a number of open-end funds are being asked to consider a reorganization of their fund with another open-end fund. If this type of reorganization is proposed for your open-end fund, you will receive (or may have already received) a separate combined proxy statement/prospectus to consider and vote on that proposal. |
| Q. | Are the Funds paying for the cost of the joint proxy statement? |
| A. | The costs associated with the joint proxy statement, including the mailing and the proxy solicitation costs, will be borne by the Funds, except for the Funds described in the paragraph below. 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, except for the Funds described in the paragraph below. 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 portion of the costs associated with the joint proxy statement, including the mailing and the proxy solicitation costs, applicable to each of Master Senior Floating Rate LLC, BlackRock Senior Floating Rate Fund, Inc., BlackRock Senior Floating Rate Fund II, Inc., BlackRock Multi-Strategy Hedge Advantage and BlackRock Multi-Strategy Hedge Opportunities LLC, will be shared equally by BlackRock and each such Fund. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement with respect to those Funds, also will be shared equally by BlackRock and such Funds. These costs are being shared with BlackRock because such Funds do not normally hold annual shareholders’ meetings. Costs that are borne by such 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 have retained Broadridge Financial Solutions, Inc. (“Broadridge”), 51 Mercedes Way, Edgewood, New York 11717, a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Broadridge will be paid approximately $669,559 for such solicitation 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 Broadridge, the Funds’ proxy solicitor, at 1-877-333-2297. |
| 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 by computer by going to the Internet address provided on the Notice of Internet Availability of Proxy Materials or proxy card(s) and following the instructions. Alternatively, if you received your proxy card(s) by mail, you can vote your shares by signing and dating the proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also attend the Meeting and vote in person; however, even if you intend to do so, we encourage you to provide voting instructions by one of the methods discussed above. |
Please vote now. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation, we urge you to indicate your voting instructions on the proxy card, and if received by mail, date and sign it and return it promptly in the envelope provided, or record your voting instructions by telephone or via the Internet, no matter how large or small your holdings may be. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Meeting.
BLACKROCK-ADVISED CLOSED-END FUNDS
100 Bellevue Parkway
Wilmington, Delaware 19809
(800) 441-7762
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on August 16, 2007
Annual meetings (each, a “Meeting”) of the shareholders of the funds identified below (each, a “Fund”) will be held at the offices of BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, New York 10022, on Thursday, August 16, 2007, at 12:00 p.m. (noon) (Eastern time), to consider and vote on the proposals, as more fully described in the accompanying Joint Proxy Statement:
| PROPOSAL 1. | To Elect Nominees of the Funds. (To be voted on by the shareholders of all of the Funds.) | |
| PROPOSAL 2. | To Amend the Declaration of Trust. (To be voted on by the shareholders of certain Funds identified in the table beginning on page 3 of the Joint Proxy Statement.) | |
| PROPOSAL 3. | To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. | |
Your Board recommends that you vote “FOR” the Proposal(s) upon which you are being asked to vote.
Shareholders of record as of the close of business on June 20, 2007 are entitled to vote at the Meetings and at any adjournments or postponements thereof.
If you own shares in more than one Fund as of June 20, 2007, you may receive more than one proxy card. Please be certain to sign, date and return each proxy card you receive.
By order of the Boards of Directors/Trustees,
Alice A. Pellegrino
Secretary of certain Funds
and
Vincent B. Tritto
Secretary of certain Funds
July 2, 2007
1
Funds Holding Annual Meetings of Shareholders on August 16, 2007
BlackRock Long-Term Municipal Advantage Trust
BlackRock California Insured Municipal Income Trust
BlackRock Florida Insured Municipal Income Trust
BlackRock New York Insured Municipal Income Trust
BlackRock Municipal Income Trust II
BlackRock New York Municipal Income Trust II
BlackRock California Municipal Income Trust II
BlackRock California Municipal Bond Trust
BlackRock Municipal Bond Trust
BlackRock Florida Municipal Bond Trust
BlackRock New Jersey Municipal Bond Trust
BlackRock New York Municipal Bond Trust
BlackRock Maryland Municipal Bond Trust
BlackRock Virginia Municipal Bond Trust
BlackRock California Municipal 2018 Term Trust
BlackRock New York Municipal 2018 Term Trust
BlackRock Municipal 2018 Term Trust
BlackRock California Municipal Income Trust
BlackRock Municipal Income Trust
BlackRock Florida Municipal Income Trust
BlackRock New Jersey Municipal Income Trust
BlackRock New York Municipal Income Trust
BlackRock Insured Municipal Income Trust
BlackRock Pennsylvania Strategic Municipal Trust
BlackRock Strategic Municipal Trust
BlackRock Insured Municipal Term Trust, Inc.
BlackRock California Insured Municipal 2008 Term Trust, Inc.
BlackRock Florida Insured Municipal 2008 Term Trust
BlackRock Insured Municipal 2008 Term Trust, Inc.
BlackRock Investment Quality Municipal Trust, Inc.
BlackRock New York Insured Municipal 2008 Term Trust, Inc.
BlackRock California Investment Quality Municipal Trust, Inc.
BlackRock Florida Investment Quality Municipal Trust
BlackRock MuniYield Florida Insured Fund
BlackRock MuniYield Michigan Insured Fund, Inc.
BlackRock MuniYield New Jersey Insured Fund, Inc.
BlackRock MuniYield Pennsylvania Insured Fund
BlackRock S&P 500® Protected Equity Fund, Inc.
BlackRock Muni Intermediate Duration Fund, Inc.
BlackRock Muni New York Intermediate Duration Fund, Inc.
BlackRock Debt Strategies Fund, Inc.
Master Senior Floating Rate LLC
BlackRock Senior Floating Rate Fund, Inc.
BlackRock Senior Floating Rate Fund II, Inc.
BlackRock Diversified Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund II, Inc.
BlackRock MuniHoldings Florida Insured Fund
BlackRock MuniHoldings Fund, Inc.
BlackRock MuniHoldings Fund II, Inc.
BlackRock MuniHoldings Insured Fund, Inc.
BlackRock MuniHoldings New Jersey Insured Fund, Inc.
BlackRock MuniHoldings New York Insured Fund, Inc.
BlackRock MuniVest Fund, Inc.
BlackRock MuniVest Fund II, Inc.
BlackRock Senior High Income Fund, Inc.
BlackRock Apex Municipal Fund, Inc.
BlackRock Corporate High Yield Fund, Inc.
BlackRock Corporate High Yield Fund III, Inc.
BlackRock Corporate High Yield Fund V, Inc.
BlackRock Corporate High Yield Fund VI, Inc.
BlackRock MuniAssets Fund, Inc.
BlackRock MuniEnhanced Fund, Inc.
BlackRock MuniHoldings California Insured Fund, Inc.
BlackRock MuniHoldings Insured Fund II, Inc.
BlackRock MuniYield Fund, Inc.
BlackRock MuniYield Arizona Fund, Inc.
BlackRock MuniYield California Fund, Inc.
2
BlackRock MuniYield California Insured Fund, Inc.
BlackRock MuniYield Florida Fund
BlackRock New Jersey Investment Quality Municipal Trust, Inc.
BlackRock New York Investment Quality Municipal Trust, Inc.
BlackRock Global Equity Income Trust
BlackRock Preferred and Equity Advantage Trust
BlackRock Real Asset Equity Trust
BlackRock World Investment Trust
BlackRock Enhanced Dividend AchieversTM Trust
BlackRock Global Opportunities Equity Trust
BlackRock High Income Shares
BlackRock Health Sciences Trust
BlackRock Global Energy and Resources Trust
BlackRock Global Floating Rate Income Trust
BlackRock S&P Quality Rankings Global Equity Managed Trust
BlackRock Strategic Dividend AchieversTM Trust
BlackRock Dividend AchieversTM Trust
BlackRock Limited Duration Income Trust
BlackRock Preferred Opportunity Trust
BlackRock Core Bond Trust
BlackRock Strategic Bond Trust
BlackRock Broad Investment Grade 2009 Term Trust, Inc.
BlackRock MuniYield Insured Fund, Inc.
BlackRock MuniYield Michigan Insured Fund II, Inc.
BlackRock MuniYield New Jersey Fund, Inc.
BlackRock MuniYield New York Insured Fund, Inc.
BlackRock MuniYield Quality Fund, Inc.
BlackRock MuniYield Quality Fund II, Inc.
BlackRock Enhanced Capital and Income Fund, Inc.
BlackRock Preferred Income Strategies Fund, Inc.
BlackRock Preferred and Corporate Income Strategies Fund, Inc.
BlackRock Multi-Strategy Hedge Opportunities LLC
BlackRock Multi-Strategy Hedge Advantage
BlackRock Enhanced Equity Yield Fund, Inc.
BlackRock Enhanced Equity Yield & Premium Fund, Inc.
BlackRock Enhanced Government Fund, Inc.
BlackRock High Yield Trust
BlackRock Income Trust, Inc.
BlackRock Income Opportunity Trust, Inc.
BlackRock Municipal 2020 Term Trust
BlackRock Florida Municipal 2020 Term Trust
BlackRock International Growth and Income Trust
3
| Page | ||
| 1 | ||
| 3 | ||
| 6 | ||
| PROPOSAL 2—TO AMEND THE DECLARATION OF TRUST OF AMENDING FUNDS |
16 | |
| 18 | ||
| 19 | ||
| 21 | ||
| A-1 | ||
| B-1 | ||
| C-1 | ||
| D-1 | ||
| E-1 | ||
| F-1 | ||
| Appendix G—Audit and Governance or Nominating Committee Charters |
G-1 | |
| H-1 | ||
| I-1 | ||
| J-1 | ||
[THIS PAGE INTENTIONALLY LEFT BLANK]
BLACKROCK-ADVISED CLOSED-END FUNDS
100 Bellevue Parkway
Wilmington, Delaware 19809
(800) 441-7762
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 16, 2007
This joint proxy statement (the “Joint Proxy Statement”) is furnished in connection with the solicitation by the board of directors or trustees (each, an “Existing Board,” the members of which are referred to as “Board Members”) of each of the BlackRock-advised funds listed in the accompanying Notice of Annual Meeting of Shareholders (each, a “Fund”) of proxies to be voted at an annual meeting of shareholders of each such Fund to be held BlackRock, Inc., Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, New York 10022, on Thursday, August 16, 2007, at 12:00 p.m. (noon) (Eastern time) (for each Fund, a “Meeting”), and at any and all adjournments or postponements thereof. A Meeting will be held for the purposes set forth in the accompanying Notice.
The Board of each Fund has determined that the use of this Joint Proxy Statement for such Fund’s Meeting is in the best interests of the Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each of the Funds. This Joint Proxy Statement and the accompanying materials, or a Notice of Internet Availability of Proxy Materials, are being mailed to shareholders on or about July 5, 2007.
Each Fund is organized as either a Massachusetts business trust (each, a “Massachusetts Trust”), a Maryland corporation (each, a “Maryland Corporation”), a Delaware statutory trust (each, a “Delaware Trust”) or a Delaware limited liability company (each, a “Delaware LLC”). The Massachusetts Trusts, Maryland Corporations, Delaware Trusts and Delaware LLCs are investment companies registered under the Investment Company Act of 1940 (the “1940 Act”). A list of each Massachusetts Trust, Maryland Corporation, Delaware Trust and Delaware LLC is set forth in Appendix A.
Shareholders of record of a Fund as of the close of business on June 20, 2007 (the “Record Date”) are entitled to attend and to vote at that Fund’s Meeting. Shareholders of the Funds are entitled to one vote for each share held, with no shares having cumulative voting rights. Holders of the auction market preferred stock or auction market preferred shares of beneficial interest (collectively, “AMPS”) of each of the Funds identified in Appendix A (collectively, the “AMPS Funds”) will have equal voting rights with the shares of common stock or shares of beneficial interest (collectively, “common stock”) of those AMPS Funds and will vote together with the common stock as a single class on the proposal on which they are entitled to vote, and separately on a proposal on which they are entitled to vote separately. The manner in which shareholders of each Fund are entitled to vote is shown in the section below entitled “Vote Required and Manner of Voting Proxies.” The quorum requirement for each Fund, and the vote requirement for Proposal 1, is set forth in Appendix B. The vote requirement for Proposal 2 is set forth under “Vote Required and Manner of Voting Proxies.” If you are a shareholder of a Fund organized in a “master/feeder” structure, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted in Appendix A).
The number of shares of each Fund outstanding as of the close of business on the Record Date and the net assets of each Fund as of that date are shown in Appendix A. Except as set forth in
1
Appendix J, to the knowledge of each Fund, as of the Record Date, no person was the beneficial owner of five percent or more of a class of that Fund’s outstanding shares.
The Fund of which you are a shareholder is named on the proxy card or Notice of Internet Availability of Proxy Materials. If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card. Even if you plan to attend the Meeting, please sign, date and return EACH proxy card you receive, or if you provide voting instructions by telephone or over the Internet, please vote on the proposals affecting EACH Fund you own. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.
All properly executed proxies received prior to a Fund’s Meeting will be voted at that Meeting. On any matter coming before each Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy is properly executed and returned and no choice is specified with respect to the proposal, the shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to the proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.
Photographic identification will be required for admission to the Meetings.
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 Fund at 40 East 52nd Street, New York, New York 10022-5911, or by calling toll free at 1-800-441-7762. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.
Please note that only one annual or semi-annual report or Joint 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 Joint Proxy Statement, or Notice of Internet Availability of Proxy Materials, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
Please also note that, as part of the initiatives that are designed to eliminate overlapping and duplicative product offerings within the BlackRock family of funds, shareholders of certain open-end funds are being asked to consider reorganizations involving their funds. Separate proxy materials relating to those proposed fund reorganizations have been, or will be, sent to applicable shareholders.
YOUR VOTE IS IMPORTANT
To avoid the unnecessary expense of further solicitation, we urge you to indicate voting instructions on the enclosed proxy card, and if received by mail, date and sign it and return it promptly in the envelope provided, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” each of the proposals.
2
The following table shows which proposals shareholders of each Fund are being asked to approve. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposals on which you are being asked to vote.
SUMMARY OF PROPOSALS AND FUNDS VOTING
| Name of Fund |
Proposal No. 1— to Elect Nominees |
Proposal No. 2— to Amend the Fund’s Declaration of Trust | ||
| BlackRock Long-Term Municipal Advantage Trust |
ü | ü | ||
| BlackRock California Insured Municipal Income Trust |
ü | ü | ||
| BlackRock Florida Insured Municipal Income Trust |
ü | ü | ||
| BlackRock New York Insured Municipal Income Trust |
ü | ü | ||
| BlackRock Municipal Income Trust II |
ü | ü | ||
| BlackRock New York Municipal Income Trust II |
ü | ü | ||
| BlackRock California Municipal Income Trust II |
ü | ü | ||
| BlackRock California Municipal Bond Trust |
ü | ü | ||
| BlackRock Municipal Bond Trust |
ü | ü | ||
| BlackRock Florida Municipal Bond Trust |
ü | ü | ||
| BlackRock New Jersey Municipal Bond Trust |
ü | ü | ||
| BlackRock New York Municipal Bond Trust |
ü | ü | ||
| BlackRock Maryland Municipal Bond Trust |
ü | ü | ||
| BlackRock Virginia Municipal Bond Trust |
ü | ü | ||
| BlackRock California Municipal 2018 Term Trust |
ü | ü | ||
| BlackRock New York Municipal 2018 Term Trust |
ü | ü | ||
| BlackRock Municipal 2018 Term Trust |
ü | ü | ||
| BlackRock California Municipal Income Trust |
ü | ü | ||
| BlackRock Municipal Income Trust |
ü | ü | ||
| BlackRock Florida Municipal Income Trust |
ü | ü | ||
| BlackRock New Jersey Municipal Income Trust |
ü | ü | ||
| BlackRock New York Municipal Income Trust |
ü | ü | ||
| BlackRock Insured Municipal Income Trust |
ü | ü | ||
| BlackRock Pennsylvania Strategic Municipal Trust |
ü | ü | ||
| BlackRock Strategic Municipal Trust |
ü | ü | ||
| BlackRock Insured Municipal Term Trust, Inc. |
ü | |||
| BlackRock California Insured Municipal 2008 Term |
ü | |||
| BlackRock Florida Insured Municipal 2008 Term Trust |
ü | ü | ||
| BlackRock Insured Municipal 2008 Term Trust, Inc. |
ü | |||
| BlackRock Investment Quality Municipal Trust, Inc. |
ü | |||
| BlackRock New York Insured Municipal 2008 Term |
ü | |||
| BlackRock California Investment Quality Municipal |
ü | |||
| BlackRock Florida Investment Quality Municipal Trust |
ü | ü | ||
| BlackRock New Jersey Investment Quality Municipal |
ü | |||
| BlackRock New York Investment Quality Municipal |
ü | |||
| BlackRock Global Equity Income Trust |
ü | ü | ||
| BlackRock Preferred and Equity Advantage Trust |
ü | ü |
3
| Name of Fund |
Proposal No. 1— to Elect Nominees |
Proposal No. 2— to Amend the Fund’s Declaration of Trust | |||
| BlackRock Real Asset Equity Trust |
ü | ü | |||
| BlackRock World Investment Trust |
ü | ü | |||
| BlackRock Enhanced Dividend AchieversTM Trust |
ü | ü | |||
| BlackRock Global Opportunities Equity Trust |
ü | ü | |||
| BlackRock High Income Shares |
ü | ||||
| BlackRock Health Sciences Trust |
ü | ü | |||
| BlackRock Global Energy and Resources Trust |
ü | ü | |||
| BlackRock Global Floating Rate Income Trust |
ü | ü | |||
| BlackRock S&P Quality Rankings Global Equity Managed Trust |
ü | ü | |||
| BlackRock Strategic Dividend AchieversTM Trust |
ü | ü | |||
| BlackRock Dividend AchieversTM Trust |
ü | ü | |||
| BlackRock Limited Duration Income Trust |
ü | ü | |||
| BlackRock Municipal 2020 Term Trust |
ü | ü | |||
| BlackRock Florida Municipal 2020 Term Trust |
ü | ü | |||
| BlackRock Preferred Opportunity Trust |
ü | ü | |||
| BlackRock Core Bond Trust |
ü | ü | |||
| BlackRock Strategic Bond Trust |
ü | ü | |||
| BlackRock Broad Investment Grade 2009 Term Trust, Inc. |
ü | ||||
| BlackRock High Yield Trust |
ü | ü | |||
| BlackRock Income Trust, Inc. |
ü | ||||
| BlackRock Income Opportunity Trust, Inc. |
ü | ||||
| BlackRock International Growth and Income Trust |
ü | ||||
| BlackRock MuniYield Florida Insured Fund |
ü | ||||
| BlackRock MuniYield Michigan Insured Fund, Inc. |
ü | ||||
| BlackRock MuniYield New Jersey Insured Fund, Inc. |
ü | ||||
| BlackRock MuniYield Pennsylvania Insured Fund |
ü | ||||
| BlackRock S&P 500® Protected Equity Fund, Inc. |
ü | ||||
| BlackRock Muni Intermediate Duration Fund, Inc. |
ü | ||||
| BlackRock Muni New York Intermediate Duration |
ü | ||||
| BlackRock Debt Strategies Fund, Inc. |
ü | ||||
| Master Senior Floating Rate LLC |
ü | ||||
| BlackRock Senior Floating Rate Fund, Inc. |
ü | ||||
| BlackRock Senior Floating Rate Fund II, Inc. |
ü | ||||
| BlackRock Diversified Income Strategies Fund, Inc. |
ü | ||||
| BlackRock Floating Rate Income Strategies Fund, Inc. |
ü | ||||
| BlackRock Floating Rate Income Strategies Fund II, Inc. |
ü | ||||
| BlackRock MuniHoldings Florida Insured Fund |
ü | ||||
| BlackRock MuniHoldings Fund, Inc. |
ü | ||||
| BlackRock MuniHoldings Fund II, Inc. |
ü | ||||
| BlackRock MuniHoldings Insured Fund, Inc. |
ü | ||||
| BlackRock MuniHoldings New Jersey Insured Fund, Inc. |
ü | ||||
| BlackRock MuniHoldings New York Insured Fund, Inc. |
ü | ||||
| BlackRock MuniVest Fund, Inc. |
ü | ||||
| BlackRock MuniVest Fund II, Inc. |
ü | ||||
| BlackRock Senior High Income Fund, Inc. |
ü | ||||
| BlackRock Apex Municipal Fund, Inc. |
ü | ||||
| BlackRock Corporate High Yield Fund, Inc. |
ü | ||||
4
| Name of Fund |
Proposal No. 1— to Elect Nominees |
Proposal No. 2— to Amend the Fund’s Declaration of Trust | |||
| BlackRock Corporate High Yield Fund III, Inc. |
ü | ||||
| BlackRock Corporate High Yield Fund V, Inc. |
ü | ||||
| BlackRock Corporate High Yield Fund VI, Inc. |
ü | ||||
| BlackRock MuniAssets Fund, Inc. |
ü | ||||
| BlackRock MuniEnhanced Fund, Inc. |
ü | ||||
| BlackRock MuniHoldings California Insured Fund, Inc. |
ü | ||||
| BlackRock MuniHoldings Insured Fund II, Inc. |
ü | ||||
| BlackRock MuniYield Fund, Inc. |
ü | ||||
| BlackRock MuniYield Arizona Fund, Inc. |
ü | ||||
| BlackRock MuniYield California Fund, Inc. |
ü | ||||
| BlackRock MuniYield California Insured Fund, Inc. |
ü | ||||
| BlackRock MuniYield Florida Fund |
ü | ||||
| BlackRock MuniYield Insured Fund, Inc. |
ü | ||||
| BlackRock MuniYield Michigan Insured Fund II, Inc. |
ü | ||||
| BlackRock MuniYield New Jersey Fund, Inc. |
ü | ||||
| BlackRock MuniYield New York Insured Fund, Inc. |
ü | ||||
| BlackRock MuniYield Quality Fund, Inc. |
ü | ||||
| BlackRock MuniYield Quality Fund II, Inc. |
ü | ||||
| BlackRock Enhanced Capital and Income Fund, Inc. |
ü | ||||
| BlackRock Preferred Income Strategies Fund, Inc. |
ü | ||||
| BlackRock Preferred and Corporate Income Strategies |
ü | ||||
| BlackRock Multi-Strategy Hedge Opportunities LLC |
ü | ||||
| BlackRock Multi-Strategy Hedge Advantage |
ü | ||||
| BlackRock Enhanced Equity Yield Fund, Inc. |
ü | ||||
| BlackRock Enhanced Equity Yield & Premium Fund, Inc. |
ü | ||||
| BlackRock Enhanced Government Fund, Inc. |
ü | ||||
5
The purpose of this Proposal 1 is to elect director or trustee nominees (each, a “Nominee”) of each Fund. (The funds currently advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, Inc. (“BlackRock”), are referred to as the “Fund complex,” and all of the Boards of Directors or Trustees of the funds in the Fund complex, including the Existing Boards, are referred to collectively as the “Boards.”)
Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex. It is proposed that the Boards be realigned and consolidated so that the open-end funds would be overseen by two new boards. One new board would oversee certain equity funds, all fixed-income funds and all funds in the Fund complex designed for sale through insurance company separate accounts, and the other new board would oversee certain other equity funds and all money market funds in the Fund complex. It is also proposed that a third new board would oversee the closed-end funds. (Each new board is referred to as a “New Board” and collectively as the “New Boards.”) The proposals for the open-end funds are covered in separate proxy statements. As discussed below, this realignment and consolidation is expected to enable the New Boards to focus more attention on issues of particular relevance to the types of funds they oversee and to streamline and enhance the effectiveness of New Board oversight of the Fund complex. Also, it is expected that having fewer Boards will facilitate greater communication between fund management and the New Boards.
It is intended that the proxy card, if properly executed, will be voted for all Nominees for the New Board of each Fund unless a proxy contains specific instructions to the contrary. Each Nominee’s term of office will commence, if such Nominee is properly elected, on or about November 1, 2007. The Nominees of certain Funds identified in Appendix A (each, a “Staggered Board Fund”) are classified into three classes: Class I, Class II and Class III. The term of office of these Nominees in Class I, Class II and Class III will expire the later of 2008, 2009 and 2010, respectively, or until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal. The term of office of the Nominees for all of the other Funds that are not Staggered Board Funds will expire in 2008 or until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal. For the Amending Funds (defined below) discussed in Proposal 2, the election of two of the Nominees (the “Contingent Nominees”) would be contingent upon shareholder approval of Proposal 2. The Nominees who are “interested persons” under the 1940 Act, Richard S. Davis and Henry Gabbay, are the Contingent Nominees. If shareholders of an Amending Fund do not approve Proposal 2, the Contingent Nominees would not serve on that Amending Fund’s New Board regardless of the number of votes each Contingent Nominee receives.
With respect to the AMPS Funds, it is intended that (i) all properly executed proxies of the holders of AMPS, voting separately as a class, will be voted (unless such authority has been withheld in the proxy or revoked as described herein) “FOR” the two (2) Nominees listed in the table below identified as “AMPS Nominees” to be elected by the holders of AMPS; (ii) for AMPS Funds, other than BlackRock MuniVest Fund, Inc., all properly executed proxies of the holders of common stock and AMPS, voting together as a single class, will be voted “FOR” the other Nominees listed in the chart; and (iii) for BlackRock MuniVest Fund, Inc., all properly executed proxies of holders of common stock, voting separately as a class, will be voted “FOR” the other Nominees listed in the chart.
6
Reasons for Board Realignment and Consolidation
On September 29, 2006, BlackRock consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock to create a new independent company that is one of the world’s largest asset management firms with approximately $1.154 trillion in assets under management as of March 31, 2007. Following the Transaction, BlackRock, in consultation with the Board of each of the funds in the Fund complex, undertook a review of the investment advisory operations it had acquired and the operations of the funds formerly advised by MLIM with the goal of moving the funds to a more cohesive and rational operating platform. BlackRock and the Boards each discussed certain proposals designed to achieve this goal. Specifically, the Boards discussed with BlackRock the possibility of consolidating the Boards. Discussions were held with each of the seven Boards and ideas for consolidation were considered, including the appropriate number of Boards, the appropriate number of Board Members and which Board would be best suited to oversee specific types of funds (open-end equity, open-end fixed-income, open-end money market funds and closed-end funds). These meetings were facilitated by outside counsel and were held among the Board Members who are not “interested persons,” as defined in the 1940 Act (the “Independent Board Members”), as well as with management personnel from BlackRock. Over the course of several months and numerous such meetings, consensus was reached on the appropriate structure for the New Boards, the number of New Boards, and the composition of those New Boards, as well as the funds each New Board would oversee, and these results were proposed for consideration at each Board’s next in person meeting.
Among BlackRock and the Boards’ proposals was a recommendation that the number of Boards overseeing the funds be reduced by the election of a single New Board intended to oversee certain open-end equity funds, all open-end fixed-income funds and all open-end funds in the Fund complex designed for sale through insurance company separate accounts, a second New Board intended to oversee the other open-end equity funds and all money market funds in the Fund complex and a third New Board intended to oversee all closed-end funds. The proposals would result in a Fund complex overseen by three distinct New Boards. BlackRock, in consultation with the Boards, also proposed that the number of Board Members who are “interested persons” of the Funds as defined in the 1940 Act consist of two (2) members of the New Board overseeing the closed-end funds and the New Board overseeing certain open-end equity funds and all money market funds in the Fund complex, and three (3) members of the New Board overseeing certain other open-end equity funds, all open-end fixed-income funds and all open-end funds in the Fund complex designed for sale through insurance company separate accounts.
At meetings held during May 2007, each Board determined that realigning the Boards into a smaller number of Boards may provide benefits to shareholders of the funds in the Fund complex. Each Board has reviewed the qualifications and backgrounds of the Nominees and believes that they are experienced in overseeing investment companies and are familiar with the Fund complex and with BlackRock Advisors. In addition, the Board Members had the opportunity to meet their counterparts on other Boards in the Fund complex. The Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the funds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having
7
fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex. The Funds do not expect to realize immediate savings on director compensation in the aggregate across all of the New Boards because the total number of Independent Board Members will not materially change. Board Member compensation costs might increase in the short run because of the larger size of the New Boards, but any such increase is not expected to be material to any Fund. There could be future savings, however, if (as is anticipated) normal retirements reduce Board size. Independent Board Member compensation has not yet been established by the New Boards.
The Boards also reviewed the efficiencies sought to be gained through Board consolidation, focusing on, among other things, the significant reduction in the volume of Board materials required to be prepared by BlackRock Advisors and the funds’ other service providers for each of the seven quarterly Board meetings. Additionally, the Boards focused on ensuring that portfolio management time dedicated to keeping the multiple Boards up to date on performance and portfolio management issues across the seven Boards could be efficiently managed. The Board noted, as an example, that many senior portfolio managers currently attend many Board meetings each quarter and that if the Board consolidation were approved, such portfolio managers would only have to attend at most three Board meetings each quarter. The Boards also considered the benefits from a compliance perspective. In particular, the Boards considered that the seven Board structure resulted in the creation of four separate sets of compliance policies and procedures and compliance manuals, and that while these compliance materials are broadly consistent across the Fund complex, consolidating the Boards into the New Board structure would promote the adoption of uniform compliance policies and procedures for the appropriate funds overseen by each New Board. The Boards and BlackRock concluded that the Board consolidation would result in efficiencies in terms of compliance monitoring and oversight and would streamline New Board reporting and monitoring of fund compliance.
These individual Board meetings were held during May 2007, and the proposals described in this Joint Proxy Statement were considered and approved unanimously by those Board Members present at the May meetings. You are being asked to elect the Nominees of your Fund’s New Board. Each Nominee has consented to serve on the New Board to which he or she has been nominated if elected by shareholders. If, however, before the election, any Nominee refuses or is unable to serve, proxies may be voted for a replacement Nominee, if any, designated by the current Board Members.
The nominations of the Nominees listed below have been approved by the Board Members. Information about the Nominees of your Fund’s New Board is set forth in the section below. Each Existing Board has determined that the number of Board Members shall be fixed at thirteen (13), with the exception that with respect to the Amending Funds such amount will be contingent upon shareholder approval of Proposal 2. If shareholders of an Amending Fund do not approve Proposal 2, the number of Board Members would remain fixed at eleven (11) and the Contingent Nominees would not serve on that Amending Fund’s New Board regardless of the number of votes each Contingent Nominee receives.
Nominees
The Nominees of your Fund’s New Board, including their ages, their current position(s) with the Funds and length of time served, their principal occupations during at least the past five years, the number of funds in the Fund complex the Nominees oversee or would oversee and any public
8
company board memberships they hold are set forth below. Unless otherwise indicated, the address of each Nominee is 40 East 52nd Street, New York, New York 10022. Each Nominee was nominated by the nominating committee of the Existing Board of each respective Fund. The Nominees also considered candidates for Chairman and Vice Chairman of your Fund’s New Board, and Richard E. Cavanagh was selected to serve as Chairman and Karen P. Robards was selected to serve as Vice Chair of each New Board.
BlackRock Broad Investment Grade 2009 Term Trust, Inc. (“BCT”) holds substantially all of its assets in its wholly owned subsidiary, BCT Subsidiary, Inc. (“BCTS”). The board of the wholly owned subsidiary is identical to the Existing Board of its parent company. Accordingly, Nominees elected as Board Members of BCT will be appointed by BCT to serve as Board Members of BCTS, which has investment objectives and policies identical to BCT.
Richard S. Davis and Henry Gabbay are “interested persons” of all of the funds in the Fund complex as defined in the 1940 Act by virtue of their positions with BlackRock and its affiliates described in the table below.
| Name and Age |
Position(s) |
Length of |
Principal Occupation(s) |
Number of Funds in |
Other Board | |||||||
| Currently |
To Be |
|||||||||||
| Independent Nominees: |
||||||||||||
| G. Nicholas Beckwith, III(1) Age: 61 |
N/A | N/A | Chairman and Chief Executive Officer, Arch Street Management, LLC; Chairman & CEO, Beckwith Blawnox Property LLC; Chairman & CEO, Beckwith Clearfield Property LLC; Chairman & CEO, Beckwith Delmont Property LLC; Chairman & CEO, Beckwith Erie Property LLC; Chairman, Penn West Industrial Trucks LLC; Chairman, President and Chief Executive Officer, Beckwith Machinery Company (until October 2005); Chairman of the Board of Directors, University of Pittsburgh Medical Center; Board of Visitors, University of Pittsburgh School of Medicine; Board of Directors: Shadyside Hospital Foundation; Beckwith Institute for Innovation in Patient Care; Member, Advisory Council on Biology and Medicine, Brown University; Trustee, Claude Worthington Benedum Foundation; Chatham College; University of Pittsburgh; Emeritus Trustee, Shadyside Academy. | 1 registered investment company consisting of 10 portfolios | 112 registered investment companies | Board of Directors, National Retail Properties, Inc.; and Beckwith Family Foundation. | ||||||
9
| Name and Age |
Position(s) |
Length of |
Principal Occupation(s) |
Number of Funds in |
Other Board | |||||||
| Currently |
To Be |
|||||||||||
| Richard E. Cavanagh(3) Age: 61 |
Board Member of certain Funds | Since 1994 | Retired. President and Chief Executive Officer of The Conference Board, Inc., a leading global business research organization, from 1995-2007; Former Executive Dean of the John F. Kennedy School of Government at Harvard University from 1988-1995; Acting Director, Harvard Center for Business and Government (1991-1993); Former Partner (principal) of McKinsey & Company, Inc. (1980-1988); Former Executive Director of Federal Cash Management, White House Office of Management and Budget (1977-1979); Coauthor, The Winning Performance (best selling management book published in 13 national editions). | 60 registered investment companies | 112 registered investment companies | Trustee; Aircraft Finance Trust (AFT) and Educational Testing Service (ETS); Director, Arch Chemical, Fremont Group (investments) and The Guardian Life Insurance Company of America. | ||||||
| Kent Dixon(1) Age: 69 |
Board Member of certain Funds | Since 1988 | Consultant/Investor. Former President and Chief Executive Officer of Empire Federal Savings Bank of America and Banc PLUS Savings Association; former Chairman of the Board, President and Chief Executive Officer of Northeast Savings. | 60 registered investment companies | 112 registered investment companies | Former Director of ISFA (the owner of INVEST, a national securities brokerage service designed for banks and thrift institutions). | ||||||
10
| Name and Age |
Position(s) |
Length of |
Principal Occupation(s) |
Number of Funds in |
Other Board | |||||||
| Currently |
To Be |
|||||||||||
| Frank J. Fabozzi**(2) Age: 58 |
Board Member of certain Funds | Since 1988 | Consultant/Editor of The Journal of Portfolio Management; Frederick Professor in the practice of Finance at the School of Management at Yale University; Author and editor of several books on fixed income portfolio management; Visiting Professor of Finance and Accounting at the Sloan School of Management, Massachusetts Institute of Technology from 1986 to August 1992. | 60 registered investment companies | 112 registered investment companies | None. | ||||||
| Kathleen F. Feldstein(3) Age: 66 |
Board Member of certain Funds | Since 2005 | President of Economic Studies, Inc., a Belmont, MA-based private economic consulting firm, since 1987; Chair, Board of Trustees, McLean Hospital in Belmont, MA since 2000. | 60 registered investment companies | 112 registered investment companies | Director of The McClatchy Company (publishing); Trustee of Partners Community Healthcare, Inc., the Museum of Fine Arts, Boston, and of the Committee for Economic Development; Corporation Member, Partners HealthCare and Sherrill House (healthcare); Member of the Visiting Committee of the Harvard University Art Museums and of the Advisory Board to the International School of Business at Brandeis University. | ||||||
| James T. Flynn(2) Age: 67 |
Board Member of certain Funds | Since 1995 | Retired. Chief Financial Officer of JP Morgan & Co. Inc. from 1990 to 1995 and an employee of JP Morgan in various capacities from 1967 to 1995. | 17 registered investment companies consisting of 24 portfolios | 112 registered investment companies | None. | ||||||
| Jerrold B. Harris(3) Age: 64 |
N/A | N/A | Until September 1, 1999, President and Chief Executive Officer, VWR Scientific Products Corp. | 1 registered investment company consisting of 10 portfolios | 112 registered investment companies | Trustee, Ursinus College; Director, BlackRock Kelso Capital Corporation; Director, Tromner LLC. | ||||||
11
| Name and Age |
Position(s) |
Length of |
Principal Occupation(s) |
Number of Funds in |
Other Board | |||||||
| Currently Overseen |
To Be Overseen |
|||||||||||
| R. Glenn Hubbard(1) Age: 48 |
Board Member of certain Funds | Since 2004 | Dean of Columbia Business School since July 1, 2004; Columbia faculty member since 1988. Co-director of Columbia Business School’s Entrepreneurship Program 1997-2004; Visiting Professor at the John F. Kennedy School of Government at Harvard University and the Harvard Business School, as well as the University of Chicago; Visiting scholar at the American Enterprise Institute in Washington and member of International Advisory Board of the MBA Program of Ben-Gurion University; Deputy Assistant Secretary of the U.S. Treasury Department for Tax Policy from 1991-1993; Chairman of the U.S. Council of Economic Advisers under the President of the United States 2001-2003. | 60 registered investment companies | 112 registered investment companies | Director of Metropolitan Life Insurance Company; Director of ADP (data and information services), Dex Media, KKR Financial Corporation, and Ripplewood Holdings (investment management); Director of Duke Realty; Formerly on the advisory boards of the Congressional Budget Office, the Council on Competitiveness, the American Council on Capital Formation, the Tax Foundation and the Center for Addiction and Substance Abuse; Trustee of Fifth Avenue Presbyterian Church of New York and the Economic Club of Capmark, New York. | ||||||
| W. Carl Kester**(1) Age: 55 |
Board Member of certain Funds | Since 1995 | Deputy Dean for Academic Affairs, Harvard Business School since 2006; Mizuho Financial Group, Professor of Finance, Harvard Business School, Unit Head, Finance from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program of Harvard Business School, 1999 to 2005, Member of the faculty of Harvard Business School since 1981; Independent Consultant since 1978. | 17 registered investment companies consisting of 24 portfolios | 112 registered investment companies | None. | ||||||
12
| Name and Age |
Position(s) |
Length of |
Principal Occupation(s) |
Number of Funds in |
Other Board | |||||||
| Currently Overseen |
To Be Overseen |
|||||||||||
| Karen P. Robards(2) Age: 57 |
Board Member of certain Funds | Since 1998 | Partner of Robards & Company, LLC, a financial advisory firm since 1987; formerly an investment banker with Morgan Stanley for more than ten years; Director of Enable Medical Corp. from 1996 to 2005; Director of AtriCure, Inc. since 2000; Director of the Cooke Center for Learning and Development, a not-for-profit organization, since 1987. | 17 registered investment companies consisting of 24 portfolios | 112 registered investment companies | Director, AtriCure, Inc. (medical devices). | ||||||
| Robert S. Salomon, Jr.(1) Age: 70 |
Board Member of certain Funds | Since 1997 | Retired. Principal of STI Management (investment adviser) from 1994 to 2005; Chairman and CEO of Salomon Brothers Asset Management from 1992 to 1995; Chairman of Salomon Brothers Equity Mutual Funds from 1992 to 1995; regular columnist with Forbes Magazine from 1992 to 2002; Director of Stock Research and U.S. Equity Strategist at Salomon Brothers from 1975 to 1991; Trustee, Commonfund from 1980 to 2001. | 37 registered investment companies consisting of 57 portfolios | 112 registered investment companies | None. | ||||||
| Interested Nominees: |
||||||||||||
| Richard S. Davis***(2) Age: 60 |
N/A | N/A | Managing Director, BlackRock, Inc. (since 2005); Chief Executive Officer, State Street Research & Management Company (2000–2005); Chairman of the Board of Trustees, State Street Research mutual funds (2000–2005); Senior Vice President, Metropolitan Life Insurance Company (1999–2000); Chairman, SSR Realty (2000–2004). | 3 registered investment companies consisting of 63 portfolios | 184 registered investment companies consisting of 171 portfolios |
None. | ||||||
| Henry Gabbay***(3) Age: 59 |
N/A | N/A | Consultant, BlackRock (since July 2007); Managing Director, BlackRock, Inc. (1989–June 2007); Chief Administrative Officer, BlackRock Advisors, LLC (1998–2007); President of BlackRock FundsSM and BlackRock Bond Allocation Target Shares (2005–2007); Treasurer of certain closed–end funds in the Fund complex (1989–2006). | None. | 184 registered investment companies consisting of 171 portfolios |
None. | ||||||
13
| * | Indicates the earliest year in which Nominee became a Board Member for a Fund in the Fund complex. |
| ** | AMPS Nominee. |
| *** | Contingent Nominee for the Amending Funds. |
| (1) | Class I Staggered Board Fund Nominee |
| (2) | Class II Staggered Board Fund Nominee |
| (3) | Class III Staggered Board Fund Nominee |
Roscoe S. Suddarth is expected to serve on the advisory board of each Fund; however, Mr. Suddarth is not a Nominee and shareholders are not being asked to elect him to the New Board. It is anticipated that Mr. Suddarth will serve on the advisory board through December 31, 2007.
| Name and Age |
Current Position(s) with Funds |
Length of Time Served* |
Principal Occupation(s) |
Number of Funds in Fund Complex |
Other Board Memberships Held | |||||||
| Currently Overseen |
To Be Overseen |
|||||||||||
| Advisory Board Member: | ||||||||||||
| Roscoe S. Suddarth Age: 71 |
Board Member of certain Funds |
Since 2000 | Retired. President, Middle East Institute, from 1995 to 2001; Foreign Service Officer, United States Foreign Service, from 1961 to 1995 and Career Minister from 1989 to 1995; Deputy Inspector General, U.S. Department of State, from 1991 to 1994; U.S. Ambassador to the Hashemite Kingdom of Jordan from 1987 to 1990. | 46 registered investment companies consisting of 48 portfolios |
112 registered investment companies |
None. | ||||||
| * | Indicates the earliest year in which Advisory Board Member became a Board Member for a Fund in the Fund complex. |
General Information Regarding the Boards
Compensation: Information relating to compensation paid to the Independent Board Members of the Existing Boards for each Fund’s most recent fiscal year is set forth in Appendix C. No compensation information is shown for Board Members whose term of office will not continue, for certain Funds identified in Appendix C, after November 1, 2007.
Equity Securities Owned by the Nominees: Information relating to the amount of equity securities owned by the Nominees in the Funds that they are nominated to oversee, as well as other funds in the Fund complex, as of March 31, 2007 is set forth in Appendix D.
Attendance of Board Members at Annual Shareholders’ Meetings: It is the policy of certain Funds, identified in Appendix A, to encourage Board Members to attend the annual shareholders’ meeting; however, certain other Funds, identified in Appendix A, do not have a policy with regard to attendance of Board Members at annual shareholders’ meetings.
Existing Board Meetings: Information relating to the number of times that the Existing Boards on which the Board Members served met during each Fund’s most recent fiscal year is set forth in Appendix E.
14
Standing Committees of the Existing Boards: Information relating to the various standing committees of the Existing Boards is set forth in Appendix F.
Compliance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”): Section 16(a) of the Exchange Act requires the officers and Board Members of each Fund and persons who own more than ten percent of any class of equity securities of a Fund to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Officers, Board Members and greater than ten percent shareholders of each Fund are required by SEC regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they file.
Based solely on a review of the copies of such forms, and amendments thereto, with respect to each Fund, furnished to it during or with respect to its most recent fiscal year, and written representations from certain reporting persons that they were not required to file Form 5 with respect to the most recent fiscal year, each Fund believes that all of its officers, Board Members, greater than ten percent beneficial owners and other persons subject to Section 16 of the Exchange Act due to the requirements of Section 30 of the 1940 Act (i.e., any advisory board member, investment adviser or affiliated person of a Fund’s investment adviser) have complied with all filing requirements applicable to them with respect to transactions during each Fund’s most recent fiscal year. Due to administrative oversight three Form 4 reports were filed late on behalf of Mr. Hubbard, with respect to BlackRock Long-Term Municipal Advantage Trust, BlackRock Real Asset Equity Trust and BlackRock Preferred and Equity Advantage Trust representing three transactions, and one Form 4 report was filed late on behalf of Mr. Dixon, with respect to BlackRock Enhanced Dividend Achievers™ Trust representing two transactions. There were no known failures to file a required Form.
Officers of the Funds
Information about the officers of each Fund, including their ages and their principal occupations during the past five years, is set forth in Appendix H.
Indemnification of Board Members and Officers
The governing documents of each Fund generally provide that, to the extent permitted by applicable law, the Fund will indemnify its Board Members and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Fund unless, as to liability to the Fund or its investors, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices. The Funds organized under Massachusetts law generally prohibit indemnification where it is finally adjudicated that those seeking indemnification did not act in good faith in the reasonable belief that their actions were in the best interests of the Massachusetts Trust. For Funds incorporated under Maryland law, indemnification is not permitted in the case of actions or omissions committed in bad faith or as a result of active and deliberate dishonesty, which are material to the matter giving rise to the proceeding, or with respect to which an improper personal benefit in money, property or services was received or, in the case of a criminal proceeding, committed with reasonable cause to believe that the action or omission was unlawful. Indemnification provisions contained in a Fund’s governing documents are subject to any limitations imposed by applicable law.
The funds in the Fund complex have also entered into a separate indemnification agreement with the Board Members of each Board (the “Indemnification Agreement”). The Indemnification Agreement (i) extends the indemnification provisions contained in a fund’s governing documents to Board Members who leave that fund’s Board and serve on an advisory board of a different fund in
15
the Fund complex; (ii) sets in place the terms of the indemnification provisions of a fund’s governing documents once a Board Member retires from a Board and (iii) in the case of Board Members who leave a Board of a fund in connection with the Board consolidation contemplated by this Joint Proxy Statement, clarifies that that fund continues to indemnify the Board Member for claims arising out of his or her past service to that fund.
Your Existing Board recommends that you vote “FOR” the election of each of the Nominees to the New Board.
PROPOSAL 2 —TO AMEND THE DECLARATION OF TRUST OF AMENDING FUNDS
The Declaration of Trust of each Fund listed below (each, an “Amending Fund”) currently permits a maximum of eleven (11) Board Members. In order to accomplish the Board consolidation discussed in Proposal 1 and to obtain the benefit of the Nominees’ collective knowledge and experience, the Existing Board of each Amending Fund approved amending its Declaration of Trust to increase the maximum number of Board Members to fifteen (15), so that all of the Nominees to the New Board of each Amending Fund may be elected to each Amending Fund’s Board and to allow for two additional Board Members to be elected in the future. The Boards considered that the maximum number of Board Members set at fifteen would provide each Amending Fund flexibility in the future to add additional Board Members as the New Board may see fit. In connection with the Board consolidation discussed in Proposal 1, the Boards of the Amending Funds noted that based on their evaluation of the Nominees of each Amending Fund and the conclusions made regarding the benefits of the Board consolidation to shareholders, it would be appropriate for each Amending Fund to have a New Board with thirteen Board Members.
This amendment requires the approval of shareholders of the respective Amending Fund, so the Existing Board of each Amending Fund also approved submitting the amendment to shareholders of each Amending Fund. If Proposal 2 is approved by the shareholders of an Amending Fund, the Declaration of Trust of such Amending Fund will be amended to increase the maximum number of Board Members to fifteen (15). Each Nominee, however, will serve as a Board Member of such Amending Fund only if he or she also is elected a Board Member under Proposal 1. In addition, the approval by shareholders of one Amending Fund is not contingent on the approval by shareholders of any other Amending Fund.
16
Proposal 2:
It is proposed that for each Amending Fund, shareholders vote to amend its Declaration of Trust to change the maximum number of permitted Board Members allowed on its respective New Board to fifteen (15).
Funds to Amend their Declaration of Trust (the Amending Funds)
BlackRock Long-Term Municipal Advantage Trust
BlackRock California Insured Municipal Income Trust
BlackRock Florida Insured Municipal Income Trust
BlackRock New York Insured Municipal Income Trust
BlackRock Municipal Income Trust II
BlackRock New York Municipal Income Trust II
BlackRock California Municipal Income Trust II
BlackRock California Municipal Bond Trust
BlackRock Municipal Bond Trust
BlackRock Florida Municipal Bond Trust
BlackRock New Jersey Municipal Bond Trust
BlackRock New York Municipal Bond Trust
BlackRock Maryland Municipal Bond Trust
BlackRock Virginia Municipal Bond Trust
BlackRock California Municipal 2018 Term Trust
BlackRock New York Municipal 2018 Term Trust
BlackRock Municipal 2018 Term Trust
BlackRock California Municipal Income Trust
BlackRock Municipal Income Trust
BlackRock Florida Municipal Income Trust
BlackRock New Jersey Municipal Income Trust
BlackRock New York Municipal Income Trust
BlackRock Insured Municipal Income Trust
BlackRock Strategic Bond Trust
BlackRock High Yield Trust
BlackRock Municipal 2020 Term Trust
BlackRock Florida Municipal 2020 Term Trust
BlackRock Pennsylvania Strategic Municipal Trust
BlackRock Strategic Municipal Trust
BlackRock Florida Insured Municipal 2008 Term Trust
BlackRock Florida Investment Quality Municipal Trust
BlackRock Global Equity Income Trust
BlackRock Preferred and Equity Advantage Trust
BlackRock Real Asset Equity Trust
BlackRock World Investment Trust
BlackRock Enhanced Dividend Achievers TM Trust
BlackRock Global Opportunities Equity Trust
BlackRock Health Sciences Trust
BlackRock Global Energy and Resources Trust
BlackRock Global Floating Rate Income Trust
BlackRock S&P Quality Rankings Global Equity Managed Trust
BlackRock Strategic Dividend Achievers TM Trust
BlackRock Dividend AchieversTM Trust
BlackRock Limited Duration Income Trust
BlackRock Preferred Opportunity Trust
BlackRock Core Bond Trust
Your Existing Board recommends that you vote “FOR” this proposal.
17
VOTE REQUIRED AND MANNER OF VOTING PROXIES
A quorum of shareholders is required to take action at each Meeting. The quorum requirement for each Fund is set forth in Appendix B. A quorum of the shareholders of a Fund is required in order for that Fund to take any action at the Meeting with respect to Proposal 1 and Proposal 2.
The shareholders of BlackRock Senior Floating Rate Fund, Inc. and BlackRock Senior Floating Rate Fund II, Inc., which are organized as feeder funds in a master/feeder structure in which each such Fund (each, a “Feeder Fund”) invests all or substantially all of its assets in Master Senior Floating Rate LLC (the “Master Fund”), will also vote on Proposal 1 with respect to the election of the Nominees to the Board of the Master Fund.
Votes cast by proxy or in person at each Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election, who may be employees of BlackRock, will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter) as present for purposes of determining a quorum. Shares of AMPS of any Fund held in “street name” may be counted for purposes of establishing a quorum of that Fund if no instructions are received one business day before the applicable Meeting or, if adjourned, one business day before the day to which the Meeting is adjourned.
If you hold your shares directly (not through a broker-dealer, bank or other financial institution) and if you return a properly executed proxy card that does not specify how you wish to vote on a proposal, your shares will be voted “FOR” the Nominees in Proposal 1 and “FOR” Proposal 2.
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 and Proposal 2 before the Meetings. The Funds understand that, under the rules of the New York Stock Exchange (the “NYSE”), such broker-dealer firms may, without instructions from their customers and clients, grant authority to the proxies designated to vote on the election of Nominees in Proposal 1 and the amendment of the Declaration of Trust of the Amending Funds in Proposal 2 if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. A properly executed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1 and Proposal 2 may be deemed an instruction to vote such shares in favor of the proposal. Beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of Proposals 1 and 2.
If you hold shares of a Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your shares. At the Meetings, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or other authorization by a shareholder that does not specify how the shareholder’s 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
18
cases, the service agent may, but may not be 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.
Proposal 1:
| • | The vote requirement for each Fund to elect Nominees is set forth in Appendix B. |
| • | The shareholders of each Feeder Fund will also vote on Proposal 1 with respect to the election of the Nominees to the Board of the Master Fund. |
Proposal 2:
| • | The holders of AMPS, if any, and the holders of the common stock of an Amending Fund are entitled to vote on Proposal 2 as a single class. Approval of Proposal 2 requires the affirmative vote of a majority of the outstanding shares present in person or by proxy at the Meeting at which a quorum exists. |
Approval of the proposals will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and broker non-votes will not be counted as votes cast and therefore, abstentions and broker non-votes will have the same effect as a vote against Proposal 1 for Funds (identified in Appendix B) which require the affirmative vote of a majority of the outstanding shares present, in person or by proxy, and a vote against Proposal 2. However, abstentions and broker non-votes will not have an effect on Proposal 1 for Funds that require a plurality or majority of votes cast.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
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. D&T, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), has confirmed to each applicable Audit Committee that it is an independent registered public accounting firm with respect to each Fund.
Ernst & Young LLP (“E&Y”) served as the independent registered public accounting firm of certain Funds* for fiscal years prior to June 30, 2006. Each affected Fund’s Audit Committee approved the engagement of D&T as the Fund’s independent registered public accounting firm for the Fund’s most recently completed fiscal year, as well as for the current fiscal year. A majority of the Fund’s Board Members, including a majority of the Independent Board Members, approved the appointment of D&T.
The reports of E&Y on each applicable Fund’s financial statements for each of the last two fiscal years audited by E&Y contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for BlackRock MuniHoldings Fund, Inc., BlackRock MuniHoldings Insured Fund, Inc., BlackRock Muni Intermediate Duration Fund, Inc., BlackRock MuniHoldings Fund II, Inc., BlackRock MuniHoldings
| * | E&Y served as the independent registered public accounting firm of various Funds identified in Appendix I. |
19
New Jersey Insured Fund, Inc., BlackRock MuniHoldings Insured II, Inc., BlackRock MuniYield Insured Fund, Inc., and BlackRock MuniYield Michigan Insured Fund, Inc., whose opinions for those Funds were qualified with respect to the accounting for tender option bonds in accordance with Statement of Financial Accounting Standards No. 140, for those Funds’ most recent two fiscal years. There have been no disagreements with E&Y during such fiscal years and any subsequent interim period on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of E&Y, would have caused them to make reference thereto in their reports on the financial statements for such years.
No representatives of D&T or E&Y will be present at the Meetings.
Each Audit Committee has discussed with D&T its independence with respect to the Fund and certain matters required to be discussed by Statement on Auditing Standard No. 61. Each Audit Committee has considered whether the provision of non-audit services by the Fund’s independent registered public accounting firm is compatible with maintaining the independence of that registered public accounting firm. Each Audit Committee also reviews and discusses the audit of the Fund’s 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 Fund’s 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. Following each Audit Committee’s review and discussion of the Fund’s independent registered public accounting firm, each Audit Committee recommended to the Board Members that the Fund’s audited financial statements for the Fund’s most recently completed fiscal year for which audited financial statements are available be included in each Fund’s Annual Report to Shareholders.
Each Audit Committee also reviews and discusses the audit of the Fund’s 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 Fund’s 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. Following each Audit Committee’s review and discussion of the Fund’s independent registered public accounting firm, each Audit Committee recommended to the Board Members that the Fund’s audited financial statements for the Fund’s most recently completed fiscal year (each Fund’s fiscal year end is set forth in Appendix I) for which audited financial statements are available be included in each Fund’s Annual Report to Shareholders.
Appendix I sets forth for each Fund, for each applicable Fund’s two most recent fiscal years, the fees billed by that Fund’s independent registered public accounting firm for all audit and non-audit services provided directly to the Fund. The fee information in Appendix I is presented under the following captions:
(a) Audit Fees—fees 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 Fees—fees 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.
20
(c) Tax Fees—fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.
(d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
The charter of each Audit Committee requires that the Audit Committee approve (a) all audit and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the investment adviser and any service providers controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Fund (“Affiliated Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Committee. See Appendix I to this Joint Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s independent registered public accounting firm.
The Audit Committee of each Fund has adopted policies and procedures 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 Fund’s Audit Committee. As noted above, the Audit Committee also must approve other non-audit services provided to a Fund and those non-audit services provided to the Fund’s Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Certain of these non-audit services that the Audit Committee believes are (a) consistent with the Securities and Exchange Commission’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent registered public accounting firm may be approved by the Audit Committee without consideration on a specific case-by-case basis (“general pre-approval”). However, for certain Funds such services will only be deemed pre-approved provided that any individual project does not exceed $5,000 attributable to the Fund or $50,000 for the project as a whole. Any proposed services exceeding the pre-approved cost levels for those Funds will require specific pre-approval by the Audit Committee of those Funds, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Audit Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting.
For each Fund’s two most recent fiscal years, there were no services rendered by D&T or E&Y to the Funds for which the pre-approval requirement was waived.
Each Audit Committee has considered whether the provision of non-audit services that were rendered by D&T or E&Y to BlackRock Advisors and Affiliated Service Providers that were not pre-approved (not requiring pre-approval) is compatible with maintaining such auditor’s independence. All services provided by D&T or E&Y to each Fund, BlackRock Advisors or Affiliated Service Providers that were required to be pre-approved were pre-approved as required.
5% Share Ownership
As of June 20, 2007, to the best of the Funds’ knowledge, the persons listed in Appendix J owned beneficially or of record the amounts indicated.
21
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, New York 10022-5911, a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.
BlackRock MuniYield Florida Insured Fund, BlackRock MuniYield Michigan Insured Fund, Inc., BlackRock MuniYield New Jersey Insured Fund, Inc., BlackRock MuniYield Pennsylvania Insured Fund, BlackRock S&P 500® Protected Equity Fund, Inc., BlackRock Muni Intermediate Duration Fund, Inc., BlackRock Muni New York Intermediate Duration Fund, Inc., BlackRock Debt Strategies Fund, Inc., BlackRock Diversified Income Strategies Fund, Inc., BlackRock Floating Rate Income Strategies Fund, Inc., BlackRock Floating Rate Income Strategies Fund II, Inc., BlackRock MuniHoldings Florida Insured Fund, BlackRock MuniHoldings Fund, Inc., BlackRock MuniHoldings Fund II, Inc., BlackRock MuniHoldings Insured Fund, Inc., BlackRock MuniHoldings New Jersey Insured Fund, Inc., BlackRock MuniHoldings New York Insured Fund, Inc., BlackRock MuniVest Fund, Inc., BlackRock MuniVest Fund II, Inc., BlackRock Senior High Income Fund, Inc., BlackRock Apex Municipal Fund, Inc., BlackRock Corporate High Yield Fund, Inc., BlackRock Corporate High Yield Fund III, Inc., BlackRock Corporate High Yield Fund V, Inc., BlackRock Corporate High Yield Fund VI, Inc., BlackRock MuniAssets Fund, Inc., BlackRock MuniEnhanced Fund, Inc., BlackRock MuniHoldings California Insured Fund, Inc., BlackRock MuniHoldings Insured Fund II, Inc., BlackRock MuniYield Fund, Inc., BlackRock MuniYield Arizona Fund, Inc., BlackRock MuniYield California Fund, Inc., BlackRock MuniYield California Insured Fund, Inc., BlackRock MuniYield Florida Fund, BlackRock MuniYield Insured Fund, Inc., BlackRock MuniYield Michigan Insured Fund II, Inc., BlackRock MuniYield New Jersey Insured Fund, Inc., BlackRock MuniYield New York Insured Fund, Inc., BlackRock MuniYield Quality Fund, Inc., BlackRock MuniYield Quality Fund II, Inc., BlackRock Enhanced Capital and Income Fund, Inc., BlackRock Preferred Income Strategies Fund, Inc., BlackRock Preferred and Corporate Income Strategies Fund, Inc., BlackRock Enhanced Equity Yield Fund, Inc., BlackRock Enhanced Equity Yield & Premium Fund, Inc. and BlackRock Enhanced Government Fund, Inc. anticipate holding their next annual meeting of shareholders in August 2008. If a shareholder intends to present a proposal at the 2008 annual meeting of shareholders of these Funds and desires to have the proposal included in the Fund’s proxy statement and form of proxy for that meeting pursuant to Rule 14a-8 under the Exchange Act, the shareholder must deliver the proposal to the offices of the appropriate Fund by March 5, 2008.
The By-laws of BlackRock S&P 500® Protected Equity Fund, Inc., BlackRock Muni Intermediate Duration Fund, Inc., BlackRock Muni New York Intermediate Duration Fund, Inc., BlackRock Corporate High Yield Fund V, Inc., BlackRock Corporate High Yield Fund VI, Inc., BlackRock Floating Rate Income Strategies Fund, Inc., BlackRock Floating Rate Income Strategies Fund II, Inc., BlackRock Enhanced Equity Yield Fund, Inc., BlackRock Enhanced Equity Yield & Premium Fund, Inc., BlackRock Preferred Income Strategies Fund, Inc., BlackRock Preferred and Corporate Income Strategies Fund, Inc., BlackRock Diversified Income Strategies Fund, Inc., BlackRock Enhanced Capital and Income Fund, Inc. and BlackRock Enhanced Government Fund, Inc. generally require that advance notice be given to the Fund in the event a shareholder desires to transact any business from the floor at an annual meeting of shareholders. Notice of any such business must be in writing and received at the Fund’s principal executive office between May 19, 2008 and June 18, 2008. For BlackRock MuniYield Florida Insured Fund, BlackRock MuniYield Michigan Insured Fund, Inc., BlackRock MuniYield New Jersey Insured Fund, Inc., BlackRock MuniYield Pennsylvania Insured Fund, BlackRock Debt Strategies Fund, Inc., BlackRock MuniHoldings Florida Insured Fund, BlackRock MuniHoldings Fund, Inc., BlackRock MuniHoldings Fund II, Inc., BlackRock MuniHoldings Insured Fund, Inc., BlackRock MuniHoldings New Jersey
22
Insured Fund, Inc., BlackRock MuniHoldings New York Insured Fund, Inc., BlackRock MuniVest Fund, Inc., BlackRock MuniVest Fund II, Inc., BlackRock Senior High Income Fund, Inc., BlackRock Apex Municipal Fund, Inc., BlackRock Corporate High Yield Fund, Inc., BlackRock Corporate High Yield Fund III, Inc., BlackRock MuniAssets Fund, Inc., BlackRock MuniEnhanced Fund, Inc., BlackRock MuniHoldings California Insured Fund, Inc., BlackRock MuniHoldings Insured Fund II, Inc., BlackRock MuniYield Fund, Inc., BlackRock MuniYield Arizona Fund, Inc., BlackRock MuniYield California Fund, Inc., BlackRock MuniYield California Insured Fund, Inc., BlackRock MuniYield Florida Fund, BlackRock MuniYield Insured Fund, Inc., BlackRock MuniYield Michigan Insured Fund II, Inc., BlackRock MuniYield New Jersey Insured Fund, Inc., BlackRock MuniYield New York Insured Fund, Inc., BlackRock MuniYield Quality Fund, Inc. and BlackRock MuniYield Quality Fund II, Inc., the persons named as proxies in the proxy materials for the 2008 annual meeting of shareholders for each of these Funds may exercise discretionary authority with respect to any shareholder proposal presented at such meeting if written notice of such proposal has not been received by the Fund by May 20, 2008.
For Master Senior Floating Rate LLC, BlackRock Senior Floating Rate Fund, Inc., BlackRock Senior Floating Rate Fund II, Inc., BlackRock Multi-Strategy Hedge Opportunities LLC and BlackRock Multi-Strategy Hedge Advantage, which do not hold regular annual meetings, a shareholder proposal intended to be presented at a future meeting of shareholders must be received at the offices of the Fund a reasonable time before the Fund begins to print and send its proxy materials. The persons named as proxies in any future proxy materials of these Funds may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of such proposal has not been received by that Fund a reasonable period of time before the Fund sends it proxy materials to shareholders.
Shareholder proposals intended for inclusion in the proxy statement of BlackRock Long-Term Municipal Advantage Trust, BlackRock California Insured Municipal Income Trust, BlackRock Florida Insured Municipal Income Trust, BlackRock New York Insured Municipal Income Trust, BlackRock Municipal Income Trust II, BlackRock New York Municipal Income Trust II, BlackRock California Municipal Income Trust II, BlackRock California Municipal Bond Trust, BlackRock Municipal Bond Trust, BlackRock Florida Municipal Bond Trust, BlackRock New Jersey Municipal Bond Trust, BlackRock New York Municipal Bond Trust, BlackRock Maryland Municipal Bond Trust, BlackRock Virginia Municipal Bond Trust, BlackRock California Municipal 2018 Term Trust, BlackRock New York Municipal 2018 Term Trust, BlackRock Municipal 2018 Term Trust, BlackRock California Municipal Income Trust, BlackRock Municipal Income Trust, BlackRock Florida Municipal Income Trust, BlackRock New Jersey Municipal Income Trust, BlackRock New York Municipal Income Trust, BlackRock Insured Municipal Income Trust, BlackRock Pennsylvania Strategic Municipal Trust, BlackRock Strategic Municipal Trust, BlackRock Insured Municipal Term Trust, Inc., BlackRock California Insured Municipal 2008 Term Trust, Inc., BlackRock Florida Insured Municipal 2008 Term Trust, BlackRock Insured Municipal 2008 Term Trust, Inc., BlackRock Investment Quality Municipal Trust, Inc., BlackRock New York Insured Municipal 2008 Term Trust, Inc., BlackRock California Investment Quality Municipal Trust Inc., BlackRock Florida Investment Quality Municipal Trust, BlackRock New Jersey Investment Quality Municipal Trust, Inc., BlackRock New York Investment Quality Municipal Trust, Inc., BlackRock Global Equity Income Trust, BlackRock Preferred and Equity Advantage Trust, BlackRock Real Asset Equity Trust, BlackRock World Investment Trust, BlackRock Enhanced Dividend Achievers™ Trust, BlackRock Global Opportunities Equity Trust, BlackRock High Income Shares, BlackRock Health Sciences Trust, BlackRock Global Energy and Resources Trust, BlackRock Global Floating Rate Income Trust, BlackRock S&P Quality Rankings Global Equity Managed Trust, BlackRock Strategic Dividend Achievers™ Trust, BlackRock Dividend Achievers™ Trust, BlackRock Limited Duration Income Trust, BlackRock Municipal 2020 Term Trust, BlackRock Florida Municipal 2020 Term Trust, BlackRock Preferred Opportunity Trust, BlackRock Core Bond Trust, BlackRock Strategic
23
Bond Trust, BlackRock Broad Investment Grade 2009 Term Trust, Inc., BlackRock High Yield Trust, BlackRock Income Trust, Inc., BlackRock Income Opportunity Trust, Inc. and BlackRock International Growth and Income Trust, in connection with such Funds’ 2008 annual meeting of shareholders, which is expected to be held in August 2008, pursuant to Rule 14a-8 under the Exchange Act must be received by the Funds at such Funds’ principal executive offices by March 5, 2008.
For all Funds, written proposals and notices should be sent to the Secretary of the Fund, 40 East 52nd Street, New York, New York 10022.
Shareholder Communications
Shareholders who want to communicate with the Existing Board or any individual Board Member should write their Fund to the attention of the Secretary, 40 East 52nd Street, New York, New York 10022-5911. Shareholders may communicate with the Boards electronically by sending an email to closedendfundsbod@blackrock.com. The communication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the chair of the nominating and 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 Fund’s Chief Compliance Officer (“CCO”), 40 East 52nd Street, New York, New York 10022-5911. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.
Expense of Proxy Solicitation
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Joint Proxy Statement and costs in connection with the solicitation of proxies will be borne by the Funds, except for the Funds described in the paragraph below. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Joint Proxy Statement, also will be borne by the Funds except for the Funds described in the paragraph below. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one or more specific Funds.
The portion of the costs associated with this Joint Proxy Statement, including the mailing and the proxy solicitation costs, applicable to each of Master Senior Floating Rate LLC, BlackRock Senior Floating Rate Fund, Inc., BlackRock Senior Floating Rate Fund II, Inc., BlackRock Multi-Strategy Hedge Advantage and BlackRock Multi-Strategy Hedge Opportunities LLC, will be shared equally by BlackRock and each such Fund. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Joint Proxy Statement with respect to those Funds, also will be shared equally by BlackRock and such Funds. These costs are being shared by BlackRock because such Funds do not normally hold annual shareholders’ meetings. Costs that are borne by such Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one or more specific Funds.
24
Solicitation may be made by letter or telephone by officers or employees of BlackRock Advisors, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds and BlackRock will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Joint Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. The Funds and BlackRock have retained Broadridge Financial Solutions, Inc. (“Broadridge”), 51 Mercedes Way, Edgewood, New York 11717, a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Broadridge will be paid approximately $669,559 for such solicitation services (including reimbursements of out-of-pocket expenses). Broadridge may solicit proxies personally and by telephone. Each Fund’s 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.
Fiscal Year
The fiscal year end of each Fund is as set forth in Appendix I.
Privacy Principles of the Funds
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal nonpublic information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our Web sites.
BlackRock does not sell or disclose to nonaffiliated third parties any nonpublic personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory inquiries or service Client accounts. These nonaffiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to nonpublic personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the nonpublic personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
General
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meetings. However, if other matters are properly
25
presented to the Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at the Meeting will be available at the offices of the Funds, 40 East 52nd Street, New York, New York 10022-5911, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting.
Failure of a quorum to be present at any Meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of any Meeting to permit further solicitation of proxies with respect to the proposals if they determine that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in person or by proxy and entitled to vote at the time of the Meeting to be adjourned. Any adjourned Meeting or Meetings may be held without the necessity of another notice. The persons named as proxies will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable and in the best interests of the Fund’s shareholders. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be treated as shares that are present at the Meeting.
Please vote promptly by signing and dating each enclosed proxy card, and if received by mail, returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or over the Internet.
By order of the Boards of Directors/Trustees,
Alice A. Pellegrino
Secretary of certain Funds
and
Vincent B. Tritto
Secretary of certain Funds
July 2, 2007
26
Appendix A
The following table lists, with respect to each Fund, the total number of shares outstanding and the net assets of the Fund on June 20, 2007, the record date for voting at the Meeting.
| Fund |
Form of Organization |
Total Shares Outstanding |
Net Assets ($) | |||
| BlackRock Long-Term Municipal Advantage Trust*,(1) |
Delaware Statutory Trust | 13,345,152 | 187,010,798 | |||
| BlackRock California Insured Municipal Income Trust*,†,(1) |
Delaware Statutory Trust | 5,276,743 | 78,001,794 | |||
| BlackRock Florida Insured Municipal Income Trust*,†,(1) |
Delaware Statutory Trust | 8,734,048 | 128,918,892 | |||
| BlackRock New York Insured Municipal Income Trust*,†,(1) |
Delaware Statutory Trust | 6,469,766 | 95,509,686 | |||
| BlackRock Municipal Income Trust II*,†,(1) |
Delaware Statutory Trust | 23,043,572 | 357,260,059 | |||
| BlackRock New York Municipal Income Trust II*,†,(1) |
Delaware Statutory Trust | 4,939,433 | 74,537,262 | |||
| BlackRock California Municipal Income Trust II*,†,(1) |
Delaware Statutory Trust | 7,994,101 | 122,371,060 | |||
| BlackRock California Municipal Bond Trust*,†,(1) |
Delaware Statutory Trust | 3,383,107 | 52,933,792 | |||
| BlackRock Municipal Bond Trust*,†,(1) |
Delaware Statutory Trust | 10,257,104 | 163,776,400 | |||
| BlackRock Florida Municipal Bond Trust*,†,(1) |
Delaware Statutory Trust | 3,325,045 | 51,789,960 | |||
| BlackRock New Jersey Municipal Bond Trust*,† ,(1) |
Delaware Statutory Trust | 2,289,805 | 36,212,184 | |||
| BlackRock New York Municipal Bond Trust*,†,(1) |
Delaware Statutory Trust | 2,736,301 | 42,520,630 | |||
| BlackRock Maryland Municipal Bond Trust*,†,(1) |
Delaware Statutory Trust | 2,031,064 | 31,199,348 | |||
| BlackRock Virginia Municipal Bond Trust*,†,(1) |
Delaware Statutory Trust | 1,543,021 | 24,433,147 | |||
| BlackRock California Municipal 2018 Term Trust*,† ,(1) |
Delaware Statutory Trust | 6,433,028 | 95,096,705 | |||
| BlackRock New York Municipal 2018 Term Trust*,†,(1) |
Delaware Statutory Trust | 3,633,028 | 57,862,665 | |||
| BlackRock Municipal 2018 Term Trust*,†,(1) |
Delaware Statutory Trust | 15,908,028 | 244,224,320 | |||
| BlackRock California Municipal Income Trust*,†,(1) |
Delaware Statutory Trust | 15,070,795 | 226,594,435 | |||
| BlackRock Municipal Income Trust*,†,(1) |
Delaware Statutory Trust | 43,970,900 | 649,653,908 | |||
| BlackRock Florida Municipal Income Trust*,†,(1) |
Delaware Statutory Trust | 6,675,359 | 100,895,025 | |||
| BlackRock New Jersey Municipal Income Trust*,†,(1) |
Delaware Statutory Trust | 7,486,628 | 116,763,366 | |||
| BlackRock New York Municipal Income Trust*,†,(1) |
Delaware Statutory Trust | 12,615,859 | 192,671,644 | |||
| BlackRock Insured Municipal Income Trust*,†,(1) |
Delaware Statutory Trust | 26,203,900 | 393,294,929 | |||
| BlackRock Pennsylvania Strategic Municipal Trust*,†,(1) |
Delaware Statutory Trust | 2,020,720 | 29,190,907 | |||
| BlackRock Strategic Municipal Trust*,†,(1) |
Delaware Statutory Trust | 7,274,951 | 108,654,361 | |||
| BlackRock Insured Municipal Term Trust, Inc.*,†,(1) |
Maryland Corporation | 25,885,639 | 261,783,287 | |||
| BlackRock California Insured Municipal 2008 Term Trust, Inc.*,(1) |
Maryland Corporation | 10,407,093 | 158,639,997 | |||
| BlackRock Florida Insured Municipal 2008 Term Trust*,(1) |
Massachusetts Business Trust | 8,707,093 | 128,777,088 | |||
| BlackRock Insured Municipal 2008 Term Trust, Inc.*,(1) |
Maryland Corporation | 27,207,093 | 414,210,821 | |||
| BlackRock Investment Quality Municipal Trust, Inc.*,†,(1) |
Maryland Corporation | 16,733,979 | 251,291,781 | |||
| BlackRock New York Insured Municipal 2008 Term Trust, Inc.*,(1) |
Maryland Corporation | 11,257,093 | 171,910,974 | |||
| BlackRock California Investment Quality Municipal Trust, Inc.*,†,(1) |
Maryland Corporation | 1,007,093 | 13,978,498 | |||
| BlackRock Florida Investment Quality Municipal Trust*,†,(1) |
Massachusetts Business Trust | 1,127,093 | 15,260,562 | |||
| BlackRock New Jersey Investment Quality Municipal Trust, Inc.*,†,(1) |
Maryland Corporation | 1,007,737 | 13,816,594 | |||
| BlackRock New York Investment Quality Municipal Trust, Inc.*,†,(1) |
Maryland Corporation | 1,307,523 | 18,909,573 | |||
| BlackRock Global Equity Income Trust*,(1) |
Delaware Statutory Trust | 44,995,192 | 874,636,373 | |||
| BlackRock Preferred and Equity Advantage Trust*,†,(1) |
Delaware Statutory Trust | 51,828,157 | 1,207,420,239 | |||
| BlackRock Real Asset Equity Trust*,(1) |
Delaware Statutory Trust | 56,708,028 | 1,037,889,237 | |||
| BlackRock World Investment Trust*,(1) |
Delaware Statutory Trust | 52,074,804 | 909,620,137 | |||
| BlackRock Enhanced Dividend AchieversTM Trust*,(1) |
Delaware Statutory Trust | 69,778,138 | 1,032,803,136 | |||
| BlackRock Global Opportunities Equity Trust*,(1) |
Delaware Statutory Trust | 12,534,166 | 361,823,809 | |||
| BlackRock High Income Shares*,(1) |
Massachusetts Business Trust | 54,620,873 | 149,203,198 | |||
| BlackRock Health Sciences Trust*,(1) |
Delaware Statutory Trust | 7,591,500 | 211,156,515 | |||
| BlackRock Global Energy and Resources Trust*,(1) |
Delaware Statutory Trust | 29,766,217 | 1,018,913,122 | |||
| BlackRock Global Floating Rate Income Trust*,†,(1) |
Delaware Statutory Trust | 23,537,237 | 454,233,740 |
A-1
| Fund |
Form of Organization |
Total Shares Outstanding |
Net Assets ($) | |||
| BlackRock S&P Quality Rankings Global Equity Managed Trust*,(1) |
Delaware Statutory Trust | 6,033,028 | 122,401,998 | |||
| BlackRock Strategic Dividend AchieversTM Trust*,(1) |
Delaware Statutory Trust | 26,908,028 | 438,983,237 | |||
| BlackRock Dividend AchieversTM Trust*,(1) |
Delaware Statutory Trust | 54,518,315 | 881,565,446 | |||
| BlackRock Limited Duration Income Trust*,(1) |
Delaware Statutory Trust | 36,876,437 | 704,160,084 | |||
| BlackRock Municipal 2020 Term Trust*,†,(1) |
Delaware Statutory Trust | 20,236,628 | 307,831,468 | |||
| BlackRock Florida Municipal 2020 Term Trust*,†,(1) |
Delaware Statutory Trust | 5,562,128 | 82,125,352 | |||
| BlackRock Preferred Opportunity Trust*,†,(1) |
Delaware Statutory Trust | 18,381,761 | 439,631,340 | |||
| BlackRock Core Bond Trust*,(1) |
Delaware Statutory Trust | 27,018,774 | 356,673,055 | |||
| BlackRock Strategic Bond Trust*,(1) |
Delaware Statutory Trust | 7,058,402 | 98,602,953 | |||
| BlackRock Broad Investment Grade 2009 Term Trust, Inc.*,(1) |
Maryland Corporation | 2,957,093 | 40,169,627 | |||
| BlackRock High Yield Trust*,(1) |
Delaware Statutory Trust | 6,418,355 | 52,377,528 | |||
| BlackRock Income Trust, Inc.*,(1) |
Maryland Corporation | 63,942,536 | 402,090,519 | |||
| BlackRock Income Opportunity Trust, Inc.*,(1) |
Maryland Corporation | 34,449,693 | 365,943,740 | |||
| BlackRock International Growth and Income Trust*,(1) |
Delaware Statutory Trust | 98,506,178 | 1,867,363,466 | |||
| BlackRock MuniYield Florida Insured Fund†,(2) |
Massachusetts Business Trust | 8,451,814 | 192,539,721 | |||
| BlackRock MuniYield Michigan Insured Fund, Inc.†,(2) |
Maryland Corporation | 18,206,301 | 434,807,191 | |||
| BlackRock MuniYield New Jersey Insured Fund, Inc.†,(2) |
Maryland Corporation | 8,802,099 | 202,792,888 | |||
| BlackRock MuniYield Pennsylvania Insured Fund†,(2) |
Massachusetts Business Trust | 11,480,567 | 278,759,669 | |||
| BlackRock S&P 500® Protected Equity Fund, Inc.(2) |
Maryland Corporation | 7,407,227 | 75,315,121 | |||
| BlackRock Muni Intermediate Duration Fund, Inc.†,(2) |
Maryland Corporation | 38,034,934 | 884,710,982 | |||
| BlackRock Muni New York Intermediate Duration Fund, Inc.†,(2) |
Maryland Corporation | 4,206,439 | 92,474,047 | |||
| BlackRock Debt Strategies Fund, Inc.(2) |
Maryland Corporation | 106,571,788 | 746,682,707 | |||
| Master Senior Floating Rate LLC(2) |
Delaware Limited Liability Company | — | 802,445,545 | |||
| BlackRock Senior Floating Rate Fund, Inc.(2) |
Maryland Corporation | 60,140,242 | 539,606,688 | |||
| BlackRock Senior Floating Rate Fund II, Inc.(2) |
Maryland Corporation | 26,600,068 | 259,922,779 | |||
| BlackRock Diversified Income Strategies Fund, Inc.(2) |
Maryland Corporation | 12,133,954 | 232,531,458 | |||
| BlackRock Floating Rate Income Strategies Fund, Inc.(2) |
Maryland Corporation | 18,305,029 | 357,135,625 | |||
| BlackRock Floating Rate Income Strategies Fund II, Inc.(2) |
Maryland Corporation | 10,496,930 | 201,493,747 | |||
| BlackRock MuniHoldings Florida Insured Fund†,(2) |
Massachusetts Business Trust | 37,667,658 | 895,773,103 | |||
| BlackRock MuniHoldings Fund, Inc.†,(2) |
Maryland Corporation | 13,905,925 | 347,921,535 | |||
| BlackRock MuniHoldings Fund II, Inc.†,(2) |
Maryland Corporation | 11,173,277 | 251,070,593 | |||
| BlackRock MuniHoldings Insured Fund, Inc.†,(2) |
Maryland Corporation | 12,886,200 | 309,324,904 | |||
| BlackRock MuniHoldings New Jersey Insured Fund, Inc.†,(2) |
Maryland Corporation | 21,245,413 | 513,956,818 | |||
| BlackRock MuniHoldings New York Insured Fund, Inc.†,(2) |
Maryland Corporation | 30,795,138 | 759,676,305 | |||
| BlackRock MuniVest Fund, Inc.†,(2) |
Maryland Corporation | 61,645,189 | 925,033,541 | |||
| BlackRock MuniVest Fund II, Inc.†,(2) |
Maryland Corporation | 20,257,479 | 472,738,023 | |||
| BlackRock Senior High Income Fund, Inc.(2) |
Maryland Corporation | 56,392,408 | 347,110,271 | |||
| BlackRock Apex Municipal Fund, Inc.*,(2) |
Maryland Corporation | 19,774,218 | 195,993,205 | |||
| BlackRock Corporate High Yield Fund, Inc.(2) |
Maryland Corporation | 34,580,960 | 308,450,714 | |||
| BlackRock Corporate High Yield Fund III, Inc.(2) |
Maryland Corporation | 37,316,497 | 329,626,364 | |||
| BlackRock Corporate High Yield Fund V, Inc.(2) |
Maryland Corporation | 32,944,087 | 486,378,597 | |||
| BlackRock Corporate High Yield Fund VI, Inc.(2) |
Maryland Corporation | 35,286,436 | 520,115,350 | |||
| BlackRock MuniAssets Fund, Inc.*,(2) |
Maryland Corporation | 20,732,249 | 284,298,752 | |||
| BlackRock MuniEnhanced Fund, Inc.†,(2) |
Maryland Corporation | 29,369,874 | 515,193,848 | |||
| BlackRock MuniHoldings California Insured Fund, Inc.†,(2) |
Maryland Corporation | 40,874,458 | 978,573,486 | |||
| BlackRock MuniHoldings Insured Fund II, Inc.†,(2) |
Maryland Corporation | 22,352,426 | 508,492,147 | |||
| BlackRock MuniYield Fund, Inc.†,(2) |
Maryland Corporation | 45,054,228 | 992,982,681 | |||
| BlackRock MuniYield Arizona Fund, Inc.†,(2) |
Maryland Corporation | 4,527,666 | 103,189,050 | |||
| BlackRock MuniYield California Fund, Inc.†,(2) |
Maryland Corporation | 21,295,255 | 484,541,435 | |||
| BlackRock MuniYield California Insured Fund, Inc.†,(2) |
Maryland Corporation | 34,361,200 | 772,214,104 | |||
| BlackRock MuniYield Florida Fund†,(2) |
Massachusetts Business Trust | 13,558,024 | 306,213,085 | |||
| BlackRock MuniYield Insured Fund, Inc.†,(2) |
Maryland Corporation | 67,303,125 | 1,555,406,432 | |||
| BlackRock MuniYield Michigan Insured Fund II, Inc.†,(2) |
Maryland Corporation | 12,069,721 | 267,759,903 | |||
| BlackRock MuniYield New Jersey Fund, Inc.†,(2) |
Maryland Corporation | 14,203,242 | 333,019,025 | |||
| BlackRock MuniYield New York Insured Fund, Inc.†,(2) |
Maryland Corporation | 39,445,962 | 848,496,634 |
A-2
| Fund |
Form of Organization |
Total Shares Outstanding |
Net Assets ($) | |||
| BlackRock MuniYield Quality Fund, Inc.†,(2) |
Maryland Corporation | 30,425,258 | 696,505,002 | |||
| BlackRock MuniYield Quality Fund II, Inc.†,(2) |
Maryland Corporation | 22,366,930 | 452,452,398 | |||
| BlackRock Enhanced Capital and Income Fund, Inc.(2) |
Maryland Corporation | 12,188,736 | 291,329,558 | |||
| BlackRock Preferred Income Strategies Fund, Inc.†,(2) |
Maryland Corporation | 40,606,540 | 1,433,379,796 | |||
| BlackRock Preferred and Corporate Income Strategies Fund, Inc.†,(2) |
Maryland Corporation | 10,291,881 | 356,683,497 | |||
| BlackRock Multi-Strategy Hedge Opportunities LLC(2) |
Delaware Limited Liability Company | 111,972,244 | 139,178,419 | |||
| BlackRock Multi-Strategy Hedge Advantage(2) |
Delaware Statutory Trust | 56,457,881 | 62,361,294 | |||
| BlackRock Enhanced Equity Yield Fund, Inc.(2) |
Maryland Corporation | 21,232,402 | 399,217,331 | |||
| BlackRock Enhanced Equity Yield & Premium Fund, Inc.(2) |
Maryland Corporation | 17,567,452 | 321,418,478 | |||
| BlackRock Enhanced Government Fund, Inc.(2) |
Maryland Corporation | 12,840,360 | 226,963,120 |
| * | Denotes a Staggered Board Fund. Staggered Board Funds are classified into three classes of Board Members: Class I, Class II and Class III. The term of office of the Staggered Board Fund Board Members in Class I, Class II, and Class III will expire in 2008, 2009 and 2010, respectively, or until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal. The term of office of the Board Members for all of the other Funds that are not Staggered Board Funds will expire in 2008 or until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal. |
| † | Denotes an AMPS Fund. |
| (1) | Denotes a Fund that has a policy to encourage Board Members to attend the annual meeting. |
| (2) | Denotes a Fund that does not have a policy to encourage Board Members to attend the annual meeting. |
Master/Feeder Funds
| Master Fund |
Feeder Funds | |
| Master Senior Floating Rate LLC | BlackRock Senior Floating Rate Fund, Inc. | |
| BlackRock Senior Floating Rate Fund II, Inc. |
A-3
Appendix B
Quorum and Voting Requirements
The following table lists the quorum requirements for each Fund and the vote required for Proposal 1 for each Fund. (Vote requirements for Proposal 2, which do not vary on a Fund-by-Fund basis, are listed under the heading “Vote Required and Manner of Voting Proxies,” which begins on page 18 of this Joint Proxy Statement.) For purposes of Proposal 1, a “plurality of the votes” cast means the candidate must receive more votes than any other candidate for the same position, but not necessarily a majority of the votes cast.
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock Long-Term Municipal Advantage Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock California Insured Municipal Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Florida Insured Municipal Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New York Insured Municipal Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Municipal Income Trust II |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New York Municipal Income Trust II |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
B-1
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock California Municipal Income Trust II |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock California Municipal Bond Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Municipal Bond Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Florida Municipal Bond Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New Jersey Municipal Bond Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New York Municipal Bond Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Maryland Municipal Bond Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Virginia Municipal Bond Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
B-2
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock California Municipal 2018 Term Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New York Municipal 2018 Term Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Municipal 2018 Term Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock California Municipal Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Municipal Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Florida Municipal Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New Jersey Municipal Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New York Municipal Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
B-3
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock Insured Municipal Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Pennsylvania Strategic Municipal Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Strategic Municipal Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Insured Municipal Term Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock California Insured Municipal 2008 Term Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Florida Insured Municipal 2008 Term Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Insured Municipal 2008 Term Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Investment Quality Municipal Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New York Insured Municipal 2008 Term Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
B-4
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock California Investment Quality Municipal Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Florida Investment Quality Municipal Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New Jersey Investment Quality Municipal Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock New York Investment Quality Municipal Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Global Equity Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Preferred and Equity Advantage Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Real Asset Equity Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock World Investment Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Enhanced Dividend AchieversTM Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
B-5
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock Global Opportunities Equity Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock High Income Shares |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Health Sciences Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Global Energy and Resources Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Global Floating Rate Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock S&P Quality Rankings Global Equity Managed Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Strategic Dividend AchieversTM Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Dividend AchieversTM Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Limited Duration Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Municipal 2020 Term Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
B-6
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock Florida Municipal 2020 Term Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Preferred Opportunity Trust |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of the holders of AMPS present at the Meeting, voting as a separate class |
Plurality of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock Core Bond Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Strategic Bond Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Broad Investment Grade 2009 Term Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock High Yield Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Income Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock Income Opportunity Trust, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
| BlackRock International Growth and Income Trust |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of the holders of common stock present at the Meeting | |||
B-7
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock MuniYield Florida Insured Fund* |
Majority of the shares entitled to vote, present in person or by proxy | Majority of the holders of AMPS present at the Meeting, voting as a separate class |
Majority of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock MuniYield Michigan Insured Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield New Jersey Insured Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield Pennsylvania Insured Fund* |
Majority of the shares entitled to vote, present in person or by proxy | Majority of the holders of AMPS present at the Meeting, voting as a separate class |
Majority of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock S&P 500® Protected Equity Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Muni Intermediate Duration Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock Muni New York Intermediate Duration Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock Debt Strategies Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
B-8
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| Master Senior Floating Rate LLC* |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Majority of the holders of common stock present at the Meeting | |||
| BlackRock Senior Floating Rate Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Senior Floating Rate Fund II, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Diversified Income Strategies Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Floating Rate Income Strategies Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Floating Rate Income Strategies Fund II, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock MuniHoldings Florida Insured Fund* |
Majority of the shares entitled to vote, present in person or by proxy | Majority of the holders of AMPS present at the Meeting, voting as a separate class |
Majority of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock MuniHoldings Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniHoldings Fund II, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
B-9
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock MuniHoldings Insured Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniHoldings New Jersey Insured Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniHoldings New York Insured Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniVest Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock voting as a separate class | |||
| BlackRock MuniVest Fund II, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock Senior High Income Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Apex Municipal Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Corporate High Yield Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Corporate High Yield Fund III, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
B-10
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock Corporate High Yield Fund V, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Corporate High Yield Fund VI, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock MuniAssets Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock MuniEnhanced Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniHoldings California Insured Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniHoldings Insured Fund II, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield Arizona Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
B-11
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock MuniYield California Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield California Insured Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield Florida Fund* |
Majority of the shares entitled to vote, present in person or by proxy | Majority of the holders of AMPS present at the Meeting, voting as a separate class |
Majority of the holders of AMPS and common stock present at the Meeting | |||
| BlackRock MuniYield Insured Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield Michigan Insured Fund II, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield New Jersey Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield New York Insured Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock MuniYield Quality Fund, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
B-12
| Fund |
Quorum Requirement |
Vote Required to Elect AMPS Nominees |
Vote Required to Elect Other Nominees | |||
| BlackRock MuniYield Quality Fund II, Inc. |
Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock Enhanced Capital and Income Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Preferred Income Strategies Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock Preferred and Corporate Income Strategies Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast by the holders of AMPS, voting as a separate class |
Plurality of votes cast by the holders of shares of common stock and AMPS, voting together as a single class | |||
| BlackRock Multi-Strategy Hedge Opportunities LLC |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Multi-Strategy Hedge Advantage |
40% of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Enhanced Equity Yield Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Enhanced Equity Yield & Premium Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| BlackRock Enhanced Government Fund, Inc. |
1/3 of the shares entitled to vote, present in person or by proxy | N/A | Plurality of votes cast | |||
| * | Denotes Funds in which abstentions and broker non-votes will be counted as present for purposes of determining a quorum, but will not be counted as votes cast and will have the same effect as a vote against Proposal 1. |
B-13
Appendix C
Compensation of the Board Members
Board 1
Donald W. Burton, Robert C. Doll, Jr., John F. O’Brien, David H. Walsh and Fred G. Weiss currently comprise Board 1. Board 1 currently oversees the following Funds:
Fund
BlackRock Muni Intermediate Duration Fund, Inc.
BlackRock Muni New York Intermediate Duration Fund, Inc.
BlackRock MuniYield Florida Insured Fund
BlackRock MuniYield Michigan Insured Fund, Inc.
BlackRock MuniYield New Jersey Insured Fund, Inc.
BlackRock MuniYield Pennsylvania Insured Fund
BlackRock S&P 500® Protected Equity Fund, Inc.
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member who is an “interested person,” as defined in the 1940 Act. No compensation information is shown for the current Board Members because their term of office will not continue after the Meeting for any Fund.
Each of the Funds except BlackRock S&P 500® Protected Equity Fund, Inc. pays each non-interested Board Member a combined fee for service on the Board and the Audit Committee of $3,000 per year plus a fee of $250 per in-person Board meeting attended and $250 per in-person Committee meeting attended. BlackRock S&P 500® Protected Equity Fund, Inc. pays each non-interested Board Member a combined fee for service on the Board and the Audit Committee of $3,500 per year plus a fee of $500 per in-person Board meeting attended and $500 per in-person Committee meeting attended. The Chairman of the Audit Committee is paid an additional annual fee of $1,750 per Fund. The Fund reimburses each non-interested Board Member for his/her out-of-pocket expenses relating to attendance at Board and Audit Committee meetings. For the year ended December 31, 2006, all Funds supervised by Board 1 reimbursed Board Member expenses in an aggregate amount of $21,896.
As of May 31, 2007, all Board Members of Board 1 and officers as a group owned less than 1% of the outstanding shares of each Fund.
Board 2
Robert C. Doll, Jr., Ronald W. Forbes, Cynthia A. Montgomery, Jean Margo Reid, Roscoe S. Suddarth and Richard R. West currently comprise Board 2. Board 2 currently oversees the following Funds:
Fund
BlackRock Debt Strategies Fund, Inc.
Master Senior Floating Rate LLC
BlackRock Senior Floating Rate Fund, Inc.
BlackRock Senior Floating Rate Fund II, Inc.
BlackRock Diversified Income Strategies Fund, Inc.
C-1
BlackRock Floating Rate Income Strategies Fund, Inc.
BlackRock Floating Rate Income Strategies Fund II, Inc.
BlackRock MuniHoldings Florida Insured Fund
BlackRock MuniHoldings Fund, Inc.
BlackRock MuniHoldings Fund II, Inc.
BlackRock MuniHoldings Insured Fund, Inc.
BlackRock MuniHoldings New Jersey Insured Fund, Inc.
BlackRock MuniHoldings New York Insured Fund, Inc.
BlackRock MuniVest Fund, Inc.
BlackRock MuniVest Fund II, Inc.
BlackRock Senior High Income Fund, Inc.
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member who is an “interested person,” as defined in the 1940 Act. No compensation information is shown for the current Board Members because their term of office will not continue after the Meeting for any Fund.
BlackRock Debt Strategies Fund, Inc., BlackRock Senior High Income Fund, Inc., BlackRock Floating Rate Income Strategies Fund, Inc., BlackRock Floating Rate Income Strategies Fund II, Inc. and BlackRock Diversified Income Strategies Fund, Inc. pays each non-interested Board Member a combined fee for service on the Board and the Audit Committee of $4,400 per year plus a fee of $325 per in-person Board meeting attended and $325 per in-person Committee meeting attended. BlackRock MuniHoldings Fund, Inc., BlackRock MuniHoldings Fund II, Inc., BlackRock MuniHoldings Insured Fund, Inc., BlackRock MuniHoldings Florida Insured Fund, BlackRock MuniHoldings New Jersey Insured Fund, Inc., BlackRock MuniHoldings New York Insured Fund, Inc., BlackRock MuniVest Fund, Inc. and BlackRock MuniVest Fund II, Inc. pays each non-interested Board Member a combined fee for service on the Board and the Audit Committee of $3,800 per year plus a fee of $150 per in-person Board meeting attended and $150 per in-person Committee meeting attended. The Chairman of the Audit Committee is paid an additional annual fee of $2,206 per Fund. The Fund reimburses each non-interested Board Member for his/her out-of-pocket expenses relating to attendance at Board and Audit Committee meetings. For the year ended December 31, 2006, all Funds supervised by Board 2 reimbursed Board Member expenses in an aggregate amount of $21,462.
As of May 31, 2007, all Board Members of Board 2 and officers as a group owned less than 1% of the outstanding shares of each Fund.
Board 3
James H. Bodurtha, Robert C. Doll, Jr., Kenneth A. Froot, Joe Grills, Herbert I. London, Roberta Cooper Ramo and Robert S. Salomon, Jr. currently comprise Board 3. Board 3 currently oversees the following Funds:
Fund
BlackRock Apex Municipal Fund, Inc.
BlackRock Corporate High Yield Fund, Inc.
BlackRock Corporate High Yield Fund III, Inc.
BlackRock Corporate High Yield Fund V, Inc.
BlackRock Corporate High Yield Fund VI, Inc.
C-2
BlackRock MuniAssets Fund, Inc.
BlackRock MuniEnhanced Fund, Inc.
BlackRock MuniHoldings California Insured Fund, Inc.
BlackRock MuniHoldings Insured Fund II, Inc.
BlackRock MuniYield Fund, Inc.
BlackRock MuniYield Arizona Fund, Inc.
BlackRock MuniYield California Fund, Inc.
BlackRock MuniYield California Insured Fund, Inc.
BlackRock MuniYield Florida Fund
BlackRock MuniYield Insured Fund, Inc.
BlackRock MuniYield Michigan Insured Fund II, Inc.
BlackRock MuniYield New Jersey Fund, Inc.
BlackRock MuniYield New York Insured Fund, Inc.
BlackRock MuniYield Quality Fund, Inc.
BlackRock MuniYield Quality Fund II, Inc.
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member who is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 3 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for Board Members whose term of office will not continue after the Meeting to which this Joint Proxy Statement relates. Since only Robert S. Salomon, Jr.’s term of office will continue after the Meeting for the Funds, no information is shown for James H. Bodurtha, Kenneth A. Froot, Joe Grills, Herbert I. London and Roberta Cooper Ramo, whose term of office will not continue after the Meeting for any of the Funds. Mr. Salomon is not an “interested person,” as defined in the 1940 Act.
Each Independent Board Member receives an annual retainer of $150,000 for his or her services to the Funds. The portion of the annual retainer allocated to each Fund is determined quarterly based on the relative net assets of each Fund. In addition, each Independent Board Member receives a fee for each in-person Board meeting attended and each in-person Audit Committee meeting attended. The annual per-meeting fees paid to each Independent Board Member aggregate $100,000 for all Funds in the Fund complex for which that Independent Board Member serves and are allocated equally among those funds. Each Co-Chairman of the Audit Committee receives an additional annual retainer in the amount of $50,000, which is paid quarterly and allocated to each fund in the Fund complex for which such Co-Chairman provides services, based on the relative net assets of each such Fund. For the year ended December 31, 2006, all Funds supervised by Board 3 reimbursed Board Member expenses in an aggregate amount of $21,239.
Compensation Table ($)
| Fund (1) |
Robert S. Salomon, Jr. | ||
| BlackRock Apex Municipal Fund, Inc. |
$ | 2,503 | |
| BlackRock Corporate High Yield Fund, Inc. |
$ | 3,316 | |
| BlackRock Corporate High Yield Fund III, Inc. |
$ | 3,396 | |
| BlackRock Corporate High Yield Fund V, Inc. |
$ | 3,519 | |
| BlackRock Corporate High Yield Fund VI, Inc. |
$ | 3,642 | |
| BlackRock MuniAssets Fund, Inc. |
$ | 3,269 | |
C-3
| Fund (1) |
Robert S. Salomon, Jr. | ||
| BlackRock MuniEnhanced Fund, Inc. |
$ | 3,753 | |
| BlackRock MuniHoldings California Insured Fund, Inc. |
$ | 5,574 | |
| BlackRock MuniHoldings Insured Fund II, Inc. |
$ | 3,676 | |
| BlackRock MuniYield Fund, Inc. |
$ | 5,659 | |
| BlackRock MuniYield Arizona Fund, Inc. |
$ | 2,110 | |
| BlackRock MuniYield California Fund, Inc. |
$ | 3,640 | |
| BlackRock MuniYield California Insured Fund, Inc. |
$ | 4,806 | |
| BlackRock MuniYield Florida Fund |
$ | 2,932 | |
| BlackRock MuniYield Insured Fund, Inc. |
$ | 7,978 | |
| BlackRock MuniYield Michigan Insured Fund II, Inc. |
$ | 2,779 | |
| BlackRock MuniYield New Jersey Fund, Inc. |
$ | 3,051 | |
| BlackRock MuniYield New York Insured Fund, Inc. |
$ | 5,117 | |
| BlackRock MuniYield Quality Fund, Inc. |
$ | 4,500 | |
| BlackRock MuniYield Quality Fund II, Inc. |
$ | 3,516 | |
| Total Compensation from Fund Complex(2) |
$ | 259,000 | |
| Number of Funds in Fund Complex Overseen by Board Member |
57 | ||
| (1) | Information is for the Fund’s most recent fiscal year. |
| (2) | Total Compensation from Fund Complex is as of the calendar year ended December 31, 2006. |
None of the Funds currently provides any pension or retirement benefits to the Board Members of Board 3 or officers.
As of May 31, 2007, all Board Members of Board 3 and officers as a group owned less than 1% of the outstanding shares of each Fund.
Board 4
David O. Beim, Robert C. Doll, Jr., James T. Flynn, W. Carl Kester and Karen P. Robards currently comprise Board 4. Board 4 currently oversees the following Funds:
Fund
BlackRock Enhanced Capital and Income Fund, Inc.
BlackRock Preferred Income Strategies Fund, Inc.
BlackRock Preferred and Corporate Income Strategies Fund, Inc.
BlackRock Enhanced Equity Yield Fund, Inc.
BlackRock Enhanced Equity Yield & Premium Fund, Inc.
BlackRock Enhanced Government Fund, Inc.
BlackRock Multi-Strategy Hedge Opportunities LLC
BlackRock Multi-Strategy Hedge Advantage
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member who is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 4 for the Fund’s most recent fiscal year is set forth below. No compensation information is shown for Board Members whose term of office will not continue, for certain Funds identified in the table below, after the Meeting to which this Joint Proxy Statement relates, and no information is shown at all for David O. Beim, whose term of office will not continue after the Meeting for any of the Funds.
C-4
Each Independent Board Member receives an aggregate annual retainer of $112,000 for his or her services to all funds in the Fund complex overseen by Board 4; in addition The GNMA Fund Investment Accumulation Program, Inc. (“GNMA IAP”) pays $750 per year. The portion of the annual retainer allocated to each applicable fund is determined quarterly based, in general, on the relative net assets of each such fund; however, GNMA IAP pays $187.50 per quarter. In addition, each Independent Board Member receives a fee per in-person Board meeting attended and per in-person Audit Committee meeting attended. The aggregate annual per meeting fees paid to each Independent Board Member totals $48,000 for all funds for which that Independent Board Member serves. The Chair of the Board receives an additional annual retainer in the amount of $40,000 and the Chairman of the Audit Committee receives an additional annual retainer in the amount of $10,000, each of which is paid quarterly and allocated to each fund in the Fund complex for which such Chairman provides services based on the relative net assets of the fund. GNMA IAP is not allocated any part of this retainer. For the year ended December 31, 2006, all Funds supervised by Board 4 reimbursed Board Member expenses in an aggregate amount of $9,902.
Compensation Table ($)
| Fund (1) |
James T. Flynn |
W. Carl Kester |
Karen P. Robards | ||||||
| BlackRock Enhanced Capital and Income Fund, Inc. |
$ | 6,241 | $ | 6,241 | $ | 7,324 | |||
| BlackRock Preferred Income Strategies Fund, Inc. |
$ | 25,290 | $ | 25,290 | $ | 31,182 | |||
| BlackRock Preferred and Corporate Income Strategies Fund, Inc. |
$ | 7,865 | $ | 7,865 | $ | 9,349 | |||
| BlackRock Enhanced Equity Yield Fund, Inc. |
$ | 8,166 | $ | 8,166 | $ | 9,739 | |||
| BlackRock Enhanced Equity Yield & Premium Fund, Inc. |
$ | 7,152 | $ | 7,152 | $ | 8,467 | |||
| BlackRock Enhanced Government Fund, Inc. |
$ | 5,820 | $ | 5,820 | $ | 6,794 | |||
| BlackRock Multi-Strategy Hedge Opportunities LLC |
$ | 4,013 | $ | 4,013 | $ | 4,540 | |||
| BlackRock Multi-Strategy Hedge Advantage |
$ | 2,742 | $ | 2,742 | $ | 2,937 | |||
| Total Compensation from Fund Complex(2) |
$ | 176,083 | $ | 176,083 | $ | 216,083 | |||
| Number of Funds in Fund Complex Overseen by Board Member |
24 | 24 | 24 | ||||||
| (1) | Information is for the Fund’s most recent fiscal year. |
| (2) | Total Compensation from Fund Complex is as of the calendar year ended December 31, 2006. |
The Funds do not currently provide any pension or retirement benefits to Board Members of Board 4 or officers.
As of May 31, 2007, all Board Members of Board 4 and officers as a group owned less than 1% of the outstanding shares of each Fund.
Board 5
Richard E. Cavanagh, Kent Dixon, Frank J. Fabozzi, Kathleen F. Feldstein, R. Glenn Hubbard and Ralph L. Schlosstein currently comprise Board 5. Board 5 currently oversees the following Funds:
Fund
BlackRock Long-Term Municipal Advantage Trust
BlackRock California Insured Municipal Income Trust
BlackRock Florida Insured Municipal Income Trust
C-5
BlackRock New York Insured Municipal Income Trust
BlackRock Municipal Income Trust II
BlackRock New York Municipal Income Trust II
BlackRock California Municipal Income Trust II
BlackRock California Municipal Bond Trust
BlackRock Municipal Bond Trust
BlackRock Florida Municipal Bond Trust
BlackRock New Jersey Municipal Bond Trust
BlackRock New York Municipal Bond Trust
BlackRock Maryland Municipal Bond Trust
BlackRock Virginia Municipal Bond Trust
BlackRock California Municipal 2018 Term Trust
BlackRock New York Municipal 2018 Term Trust
BlackRock Municipal 2018 Term Trust
BlackRock California Municipal Income Trust
BlackRock Municipal Income Trust
BlackRock Florida Municipal Income Trust
BlackRock New Jersey Municipal Income Trust
BlackRock New York Municipal Income Trust
BlackRock Insured Municipal Income Trust
BlackRock Pennsylvania Strategic Municipal Trust
BlackRock Strategic Municipal Trust
BlackRock Insured Municipal Term Trust, Inc.
BlackRock California Insured Municipal 2008 Term Trust, Inc.
BlackRock Florida Insured Municipal 2008 Term Trust
BlackRock Insured Municipal 2008 Term Trust, Inc.
BlackRock Investment Quality Municipal Trust, Inc.
BlackRock New York Insured Municipal 2008 Term Trust, Inc.
BlackRock California Investment Quality Municipal Trust Inc.
BlackRock Florida Investment Quality Municipal Trust
BlackRock New Jersey Investment Quality Municipal Trust, Inc.
BlackRock New York Investment Quality Municipal Trust, Inc.
BlackRock Global Equity Income Trust
BlackRock Preferred and Equity Advantage Trust
BlackRock Real Asset Equity Trust
BlackRock World Investment Trust
BlackRock Enhanced Dividend AchieversTM Trust
BlackRock Global Opportunities Equity Trust
BlackRock High Income Shares
BlackRock Health Sciences Trust
BlackRock Global Energy and Resources Trust
BlackRock Global Floating Rate Income Trust
BlackRock S&P Quality Rankings Global Equity Managed Trust
BlackRock Strategic Dividend AchieversTM Trust
BlackRock Dividend AchieversTM Trust
BlackRock Limited Duration Income Trust
BlackRock Municipal 2020 Term Trust
BlackRock Florida Municipal 2020 Term Trust
BlackRock Preferred Opportunity Trust
BlackRock Core Bond Trust
BlackRock Strategic Bond Trust
BlackRock Broad Investment Grade 2009 Term Trust, Inc.
C-6
BCT Subsidiary, Inc.
BlackRock High Yield Trust
BlackRock Income Trust, Inc.
BlackRock Income Opportunity Trust, Inc.
BlackRock International Growth and Income Trust
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member who is an “interested person,” as defined in the 1940 Act. Information regarding compensation, including amounts deferred, paid to the non-interested Board Members of Board 5 for each Fund’s most recent fiscal year is set forth below.
Each Fund pays a pro rata portion (based on relative net assets) of the following Board Member fees paid by the Funds in the Fund complex for which they serve: (i) $190,000 per annum for each Independent Board Member as a retainer and (ii) $3,000 per day for each Independent Board Member for each special meeting of each Board in the Fund complex for which they serve (i.e., any meeting, whether telephonic or in person, other than one of the six regularly scheduled meetings of each board per year) attended. Each Independent Board Member is also entitled to reimbursement for all of his or her out-of-pocket expenses in attending each meeting of each Board and any committee thereof. Mr. Cavanagh receives an additional $60,000 per annum from the Funds in the Fund complex for which he serves for acting as the lead trustee for each Board plus an additional $60,000 per annum for his service as chairman of the Audit Committee. Messrs. Dixon and Fabozzi receive an additional $30,000 per annum from the Funds in the Fund complex for which they serve for their service on the Audit Committee of such Funds. This additional compensation to Messrs. Cavanagh, Dixon and Fabozzi will be allocated among the Funds in the Fund complex for which they serve based on their relative net assets. Certain of the above fees paid to the Independent Board Members will be subject to mandatory deferrals pursuant to such Funds’ deferred compensation plan. The Independent Board Members have agreed that at least $30,000 of their $190,000 retainer will be mandatorily deferred pursuant to such deferred compensation plan. Also, members of the Audit Committee of the Funds in the Fund complex for which they serve will be required to defer $20,000 of the per annum fee they will receive for their services on the Audit Committee pursuant to the 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 other Funds in the Fund complex for which they serve selected by the Independent Board Members. This has approximately the same economic effect for the Independent Board Members as if they had invested the deferred amounts in such other Funds in the Fund complex for which they serve. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of a Fund. A Fund may, however, elect to invest in common shares of those Funds selected by the Independent Board Members in order to match its deferred compensation obligations. For the year ended December 31, 2006, all Funds supervised by Board 5 reimbursed Board Member expenses in an aggregate amount of $41,757.69.
Compensation Table ($)
| Fund (1) |
Richard E. Cavanagh (2) |
Kent Dixon (3) |
Frank J. Fabozzi (4) |
Kathleen F. Feldstein (5) |
R. Glenn Hubbard (6) | ||||||||||
| BlackRock Long-Term Municipal Advantage Trust |
$ | 2,701 | $ | 2,701 | $ | 2,701 | $ | 2,601 | $ | 2,601 | |||||
| BlackRock California Insured Municipal Income Trust |
$ | 1,593 | $ | 1,593 | $ | 1,593 | $ | 1,506 | $ | 1,506 | |||||
C-7
| Fund (1) |
Richard E. Cavanagh (2) |
Kent Dixon (3) |
Frank J. Fabozzi (4) |
Kathleen F. Feldstein (5) |
R. Glenn Hubbard (6) | ||||||||||
| BlackRock Florida Insured Municipal Income Trust |
$ | 2,218 | $ | 2,218 | $ | 2,218 | $ | 2,072 | $ | 2,072 | |||||
| BlackRock New York Insured Municipal Income Trust |
$ | 1,359 | $ | 1,359 | $ | 1,359 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock Municipal Income Trust II |
$ | 5,276 | $ | 5,276 | $ | 5,276 | $ | 4,882 | $ | 4,882 | |||||
| BlackRock New York Municipal Income Trust II |
$ | 1,556 | $ | 1,556 | $ | 1,556 | $ | 1,472 | $ | 1,472 | |||||
| BlackRock California Municipal Income Trust II |
$ | 2,107 | $ | 2,107 | $ | 2,107 | $ | 1,972 | $ | 1,972 | |||||
| BlackRock California Municipal Bond Trust |
$ | 1,325 | $ | 1,325 | $ | 1,325 | $ | 1,265 | $ | 1,265 | |||||
| BlackRock Municipal Bond Trust |
$ | 2,653 | $ | 2,653 | $ | 2,653 | $ | 2,471 | $ | 2,471 | |||||
| BlackRock Florida Municipal Bond Trust |
$ | 1,320 | $ | 1,320 | $ | 1,320 | $ | 1,260 | $ | 1,260 | |||||
| BlackRock New Jersey Municipal Bond Trust |
$ | 1,291 | $ | 1,291 | $ | 1,291 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock New York Municipal Bond Trust |
$ | 1,298 | $ | 1,298 | $ | 1,298 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock Maryland Municipal Bond Trust |
$ | 1,286 | $ | 1,286 | $ | 1,286 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock Virginia Municipal Bond Trust |
$ | 1,279 | $ | 1,279 | $ | 1,279 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock California Municipal 2018 Term Trust |
$ | 1,738 | $ | 1,738 | $ | 1,738 | $ | 1,612 | $ | 1,612 | |||||
| BlackRock New York Municipal 2018 Term Trust |
$ | 1,148 | $ | 1,148 | $ | 1,148 | $ | 1,072 | $ | 1,072 | |||||
| BlackRock Municipal 2018 Term Trust |
$ | 4,179 | $ | 4,179 | $ | 4,179 | $ | 3,858 | $ | 3,858 | |||||
| BlackRock California Municipal Income Trust |
$ | 4,413 | $ | 4,413 | $ | 4,413 | $ | 4,119 | $ | 4,119 | |||||
| BlackRock Municipal Income Trust |
$ | 7,768 | $ | 7,768 | $ | 7,768 | $ | 6,932 | $ | 6,932 | |||||
| BlackRock Florida Municipal Income Trust |
$ | 2,077 | $ | 2,077 | $ | 2,077 | $ | 1,944 | $ | 1,944 | |||||
| BlackRock New Jersey Municipal Income Trust |
$ | 2,365 | $ | 2,365 | $ | 2,365 | $ | 2,211 | $ | 2,211 | |||||
| BlackRock New York Municipal Income Trust |
$ | 3,742 | $ | 3,742 | $ | 3,742 | $ | 3,491 | $ | 3,491 | |||||
| BlackRock Insured Municipal Income Trust |
$ | 5,586 | $ | 5,586 | $ | 5,586 | $ | 5,142 | $ | 5,142 | |||||
| BlackRock Pennsylvania Strategic Municipal Trust |
$ | 1,040 | $ | 1,040 | $ | 1,040 | $ | 1,000 | $ | 1,000 | |||||
| BlackRock Strategic Municipal Trust |
$ | 1,974 | $ | 1,974 | $ | 1,974 | $ | 1,827 | $ | 1,827 | |||||
| BlackRock Insured Municipal Term Trust, Inc. |
$ | 4,448 | $ | 4,448 | $ | 4,448 | $ | 4,102 | $ | 4,102 | |||||
| BlackRock California Insured Municipal 2008 Term Trust, Inc. |
$ | 2,716 | $ | 2,716 | $ | 2,716 | $ | 2,505 | $ | 2,505 | |||||
| BlackRock Florida Insured Municipal 2008 Term Trust |
$ | 2,215 | $ | 2,215 | $ | 2,215 | $ | 2,048 | $ | 2,048 | |||||
C-8
| Fund (1) |
Richard E. Cavanagh (2) |
Kent Dixon (3) |
Frank J. Fabozzi (4) |
Kathleen F. Feldstein (5) |
R. Glenn Hubbard (6) | ||||||||||
| BlackRock Insured Municipal 2008 Term Trust, Inc. |
$ | 5,667 | $ | 5,667 | $ | 5,667 | $ | 5,118 | $ | 5,118 | |||||
| BlackRock Investment Quality Municipal Trust, Inc. |
$ | 4,966 | $ | 4,966 | $ | 4,966 | $ | 4,632 | $ | 4,632 | |||||
| BlackRock New York Insured Municipal 2008 Term Trust, Inc. |
$ | 2,905 | $ | 2,905 | $ | 2,905 | $ | 2,679 | $ | 2,679 | |||||
| BlackRock California Investment Quality Municipal Trust Inc. |
$ | 1,270 | $ | 1,270 | $ | 1,270 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock Florida Investment Quality Municipal Trust |
$ | 1,271 | $ | 1,271 | $ | 1,271 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock New Jersey Investment Quality Municipal Trust, Inc. |
$ | 1,269 | $ | 1,269 | $ | 1,269 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock New York Investment Quality Municipal Trust, Inc. |
$ | 1,276 | $ | 1,276 | $ | 1,276 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock Global Equity Income Trust(8) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||
| BlackRock Preferred and Equity Advantage Trust(8) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||
| BlackRock Real Asset Equity Trust |
$ | 1,631 | $ | 1,631 | $ | 1,631 | $ | 1,500 | $ | 1,500 | |||||
| BlackRock World Investment Trust |
$ | 6,658 | $ | 6,658 | $ | 6,658 | $ | 5,625 | $ | 5,625 | |||||
| BlackRock Enhanced Dividend AchieversTM Trust |
$ | 8,765 | $ | 8,765 | $ | 8,765 | $ | 7,500 | $ | 7,500 | |||||
| BlackRock Global Opportunities Equity Trust |
$ | 6,071 | $ | 6,071 | $ | 6,071 | $ | 5,672 | $ | 5,672 | |||||
| BlackRock High Income Shares |
$ | 2,412 | $ | 2,412 | $ | 2,412 | $ | 2,230 | $ | 2,230 | |||||
| BlackRock Health Sciences Trust |
$ | 3,921 | $ | 3,921 | $ | 3,921 | $ | 3,658 | $ | 3,658 | |||||
| BlackRock Global Energy and Resources Trust |
$ | 8,613 | $ | 8,613 | $ | 8,613 | $ | 7,500 | $ | 7,500 | |||||
| BlackRock Global Floating Rate Income Trust |
$ | 5,719 | $ | 5,719 | $ | 5,719 | $ | 5,142 | $ | 5,142 | |||||
| BlackRock S&P Quality Rankings Global Equity Managed Trust |
$ | 2,087 | $ | 2,087 | $ | 2,087 | $ | 1,957 | $ | 1,957 | |||||
| BlackRock Strategic Dividend AchieversTM Trust |
$ | 6,614 | $ | 6,614 | $ | 6,614 | $ | 6,087 | $ | 6,087 | |||||
| BlackRock Dividend AchieversTM Trust |
$ | 8,149 | $ | 8,149 | $ | 8,149 | $ | 7,126 | $ | 7,126 | |||||
| BlackRock Limited Duration Income Trust |
$ | 7,897 | $ | 7,897 | $ | 7,897 | $ | 7,000 | $ | 7,000 | |||||
| BlackRock Municipal 2020 Term Trust |
$ | 5,215 | $ | 5,215 | $ | 5,215 | $ | 4,817 | $ | 4,817 | |||||
| BlackRock Florida Municipal 2020 Term Trust |
$ | 1,514 | $ | 1,514 | $ | 1,514 | $ | 1,408 | $ | 1,408 | |||||
| BlackRock Preferred Opportunity Trust |
$ | 5,710 | $ | 5,710 | $ | 5,710 | $ | 5,139 | $ | 5,139 | |||||
| BlackRock Core Bond Trust |
$ | 6,474 | $ | 6,474 | $ | 6,474 | $ | 5,994 | $ | 5,994 | |||||
| BlackRock Strategic Bond Trust |
$ | 1,961 | $ | 1,961 | $ | 1,961 | $ | 1,837 | $ | 1,837 | |||||
| BlackRock Broad Investment Grade 2009 Term Trust, Inc. |
$ | 1,305 | $ | 1,305 | $ | 1,305 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock High Yield Trust |
$ | 1,313 | $ | 1,313 | $ | 1,313 | $ | 1,250 | $ | 1,250 | |||||
| BlackRock Income Trust, Inc. |
$ | 6,645 | $ | 6,645 | $ | 6,645 | $ | 6,114 | $ | 6,114 | |||||
C-9
| Fund (1) |
Richard E. Cavanagh (2) |
Kent Dixon (3) |
Frank J. Fabozzi (4) |
Kathleen F. Feldstein (5) |
R. Glenn Hubbard (6) | ||||||||||
| BlackRock Income Opportunity Trust, Inc. |
$ | 6,539 | $ | 6,539 | $ | 6,539 | $ | 6,044 | $ | 6,044 | |||||
| BlackRock International Growth and Income Trust(8) |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||
| Total Compensation from Fund Complex(7) |
$ | 226,000 | $ | 226,000 | $ | 226,000 | $ | 196,000 | $ | 196,000 | |||||
| Number of Funds in Fund Complex Overseen by Board Member |
60 | 60 | 60 | 60 | 60 | ||||||||||
| (1) | Information is for the Fund’s most recent fiscal year. |
| (2) | Total amount of deferred compensation, including interest, payable to Board Member or accrued is $330,640 as of May 31, 2007. |
| (3) | Total amount of deferred compensation, including interest, payable to Board Member or accrued is $256,408 as of May 31, 2007. |
| (4) | Total amount of deferred compensation, including interest, payable to Board Member or accrued is $230,603 as of May 31, 2007. |
| (5) | Total amount of deferred compensation, including interest, payable to Board Member or accrued is $92,889 as of May 31, 2007. |
| (6) | Total amount of deferred compensation, including interest, payable to Board Member or accrued is $456,971 as of May 31, 2007. |
| (7) | Represents the aggregate compensation earned by such persons during the calendar year ended December 31, 2006. Of this amount, Mr. Cavanagh, Mr. Dixon, Mr. Fabozzi, Ms. Feldstein and Mr. Hubbard deferred $50,000, $50,000, $50,000, $30,000 and $196,000, respectively, pursuant to the Fund complex’s deferred compensation plan. |
| (8) | BlackRock Global Equity Income Trust, BlackRock Preferred and Equity Advantage Trust and BlackRock International Growth and Income Trust commenced operations on March 30, 2007, December 27, 2006 and May 30, 2007, respectively, and have not completed a full fiscal year. |
None of the Funds currently provides any pension or retirement benefits to the Board Members of Board 5 or officers.
As of May 31, 2007, all Board Members of Board 5 and officers as a group owned less than 1% of the outstanding shares of each Fund.
C-10
Appendix D
Equity Securities Owned by Nominees
The following table shows the amount of equity securities owned by the Nominees in the Funds that they are nominated to oversee as of March 31, 2007, except as otherwise indicated.
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar Range of Equity Securities in Each Fund |
Aggregate Dollar Range of Equity Securities in All Funds Overseen or To Be Overseen by the Nominee in Fund Complex |
Number of Share Equivalents (2) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Stock and Share Equivalents in all Funds | ||||||||
| Interested Nominees: |
||||||||||||||||
| Richard S. Davis |
None | None | None | None | Over $100,000 | — | — | Over $100,000 | ||||||||
| Henry Gabbay (1) |
BlackRock Strategic Dividend AchieversTM Trust | 1,000 | None | $10,001 – $50,000 | Over $100,000 | — | — | Over $100,000 | ||||||||
| BlackRock Global Energy and Resources Trust | 500 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Dividend AchieversTM Trust | 1,000 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Health Sciences Trust | 550 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock S&P Quality Rankings Global Equity Managed Trust | 840 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Real Asset Equity Trust | 950 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock International Growth and Income Trust | 900 | None | $10,001 – $50,000 | — | — | |||||||||||
| Independent Nominees: |
||||||||||||||||
| G. Nicholas Beckwith, III |
None | None | None | None | None | — | — | None | ||||||||
| Richard E. Cavanagh |
BlackRock Broad Investment Grade 2009 Term Trust, Inc. | 100 | None | $1 – $10,000 | Over $100,000 | 2,329 | $10,001 – $50,000 | Over $100,000 | ||||||||
| BlackRock Strategic Bond Trust | 300 | None | $1 – $10,000 | 2,582 | $10,001 – $50,000 | |||||||||||
D-1
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar Range of Equity Securities in Each Fund |
Aggregate Dollar Range of Equity Securities in All Funds Overseen or To Be Overseen by the Nominee in Fund Complex |
Number of Share Equivalents (2) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Stock and Share Equivalents in all Funds | ||||||||
| BlackRock Core Bond Trust | 500 | None | $1 – $10,000 | 2,717 | $10,001 – $50,000 | |||||||||||
| BlackRock High Yield Trust | 200 | None | $1 – $10,000 | 8,398 | $50,001 – $100,000 | |||||||||||
| BlackRock Income Trust, Inc. | 500 | None | $1 – $10,000 | 10,806 | $50,001 – $100,000 | |||||||||||
| BlackRock Income Opportunity Trust, Inc. | 100 | None | $1 – $10,000 | 3,137 | $10,001 – $50,000 | |||||||||||
| BlackRock Global Opportunities Equity Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Term Trust, Inc. | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal 2008 Term Trust, Inc. | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Insured Municipal 2008 Term Trust, Inc. | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Investment Quality Municipal Trust, Inc. | 500 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Investment Quality Municipal Trust, Inc. | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Strategic Municipal Trust | 500 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Municipal Income Trust | 300 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Income Trust | 300 | None | $1 – $10,000 | — | — | |||||||||||
D-2
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar Range of Equity Securities in Each Fund |
Aggregate Dollar Range of Equity Securities in All Funds Overseen or To Be Overseen by the Nominee in Fund Complex |
Number of Share Equivalents (2) |
Aggregate Dollar Range of Share Equivalents in Each Fund |
Aggregate Dollar Range of Common Stock and Share Equivalents in all Funds | ||||||||
| BlackRock Municipal 2018 Term Trust | 300 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Municipal 2018 Term Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Income Trust | 200 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Insured Municipal Income Trust | 200 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Income Trust II | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Municipal Income Trust II |
100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal 2020 Term Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Limited Duration Income Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Dividend AchieversTM Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Global Floating Rate Income Trust | 200 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Global Energy and Resources Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock S&P Quality Rankings Global Equity Managed Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Long-Term Municipal Advantage Trust | 200 | None | $1 – $10,000 | — | — | |||||||||||
D-3
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock New York Municipal Bond Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Bond Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Preferred and Equity Advantage Trust | 200 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Strategic Dividend AchieversTM Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Preferred Opportunity Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Health Sciences Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock High Income Shares | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Enhanced Dividend AchieversTM Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock World Investment Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Real Asset Equity Trust | 200 | None | $1 – $10,000 | — | — | |||||||||||
| Kent Dixon |
BlackRock Broad Investment Grade 2009 Term Trust, Inc. | 100 | None | $1 – $10,000 | Over $100,000 | 2,367 | $10,001 – $50,000 | Over $100,000 | ||||||||
| BlackRock Strategic Bond Trust | 100 | None | $1 – $10,000 | 2,532 | $10,001 – $50,000 | |||||||||||
| BlackRock Core Bond Trust | 100 | None | $1 – $10,000 | 2,720 | $10,001 – $50,000 | |||||||||||
| BlackRock High Yield Trust | 5,000 | None | $10,001 – $50,000 | 4,108 | $10,001 – $50,000 | |||||||||||
D-4
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Income Trust, Inc. | 100 | None | $1 – $10,000 | 5,158 | $10,001 – $50,000 | |||||||||||
| BlackRock Income Opportunity Trust, Inc. | 100 | None | $1 – $10,000 | 3,009 | $10,001 – $50,000 | |||||||||||
| BlackRock Global Opportunities Equity Trust | 2,000 | None | $50,001 – $100,000 | — | — | |||||||||||
| BlackRock Strategic Dividend AchieversTM Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Preferred Opportunity Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Limited Duration Income Trust | 1,000 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Dividend AchieversTM Trust | 3,000 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Global Floating Rate Income Trust | 500 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Global Energy and Resources Trust | 500 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Health Sciences Trust | 100 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock High Income Shares | 500 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Enhanced Dividend AchieversTM Trust | 3,000 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock World Investment Trust | 1,000 | None | $10,001 – $50,000 | — | — | |||||||||||
D-5
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock S&P Quality Rankings Global Equity Managed Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Real Asset Equity Trust | 1,000 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Core Bond Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Term Trust, Inc. | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal 2008 Term Trust, Inc. | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Investment Quality Municipal Trust, Inc. | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Florida Insured Municipal 2008 Term Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Florida Investment Quality Municipal Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Strategic Municipal Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Florida Municipal Income Trust | 2,100 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Municipal Income Trust | 5,100 | None | $50,001 – $100,000 | — | — | |||||||||||
| BlackRock Municipal 2018 Term Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Income Trust | 5,100 | None | $50,001 – $100,000 | — | — | |||||||||||
D-6
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Florida Insured Municipal Income Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Income Trust II | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal 2020 Term Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock California Insured Municipal 2008 Term Trust, Inc. | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Long-Term Municipal Advantage Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Florida Municipal Bond Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Bond Trust | 5,000 | None | $50,001 – $100,000 | — | — | |||||||||||
| Frank J. Fabozzi (1) |
BlackRock Broad Investment Grade 2009 Term Trust, Inc. | 10 | None | $1 – $10,000 | $50,001 – $100,000 | 2,025 | $10,001 – $50,000 | Over $100,000 | ||||||||
| BlackRock Strategic Bond Trust | 100 | None | $1 – $10,000 | 2,097 | $10,001 – $50,000 | |||||||||||
| BlackRock Core Bond Trust | 20 | None | $1 – $10,000 | 2,350 | $10,001 – $50,000 | |||||||||||
| BlackRock High Yield Trust | 10 | None | $1 – $10,000 | 3,647 | $10,001 – $50,000 | |||||||||||
| BlackRock Income Trust, Inc. | 2,010 | None | $10,001 – $50,000 | 4,711 | $10,001 – $50,000 | |||||||||||
| BlackRock Income Opportunity Trust, Inc. | 10 | None | $1 – $10,000 | 2,742 | $10,001 – $50,000 | |||||||||||
| BlackRock Global Opportunities Equity Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
D-7
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Strategic Dividend AchieversTM Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Term Trust, Inc. | 10 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal 2008 Term Trust, Inc. | 10 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Investment Quality Municipal Trust, Inc. | 10 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Pennsylvania Strategic Municipal Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Strategic Municipal Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Income Trust | 20 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal 2018 Term Trust | 20 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Income Trust | 10 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Income Trust II | 10 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Preferred Opportunity Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal 2020 Term Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Limited Duration Income Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Dividend AchieversTM Trust | 300 | None | $1 – $10,000 | — | — | |||||||||||
D-8
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Global Floating Rate Income Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Global Energy and Resources Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Health Sciences Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock High Income Shares | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Enhanced Dividend AchieversTM Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock World Investment Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock S&P Quality Rankings Global Equity Managed Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Long-Term Municipal Advantage Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Real Asset Equity Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Bond Trust | 20 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Preferred and Equity Advantage Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| Kathleen F. Feldstein (1) |
BlackRock Broad Investment Grade 2009 Term Trust, Inc. | 60 | None | $1 – $10,000 | $10,001 – $50,000 | 688 | $10,001 – $50,000 | $50,001 – $100,000 | ||||||||
| BlackRock Strategic Bond Trust | 60 | None | $1 – $10,000 | 790 | $10,001 – $50,000 | |||||||||||
D-9
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Core Bond Trust | 60 | None | $1 – $10,000 | 784 | $10,001 – $50,000 | |||||||||||
| BlackRock High Yield Trust | 60 | None | $1 – $10,000 | 1,268 | $10,001 – $50,000 | |||||||||||
| BlackRock Income Trust, Inc. | 58 | None | $1 – $10,000 | 1,643 | $10,001 – $50,000 | |||||||||||
| BlackRock Income Opportunity Trust, Inc. | 60 | None | $1 – $10,000 | 959 | $10,001 – $50,000 | |||||||||||
| BlackRock Global Opportunities Equity Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Strategic Dividend AchieversTM Trust | 57 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Term Trust, Inc. | 55 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal 2008 Term Trust, Inc. | 56 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Investment Quality Municipal Trust, Inc. | 57 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Strategic Municipal Trust | 57 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Income Trust | 57 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Strategic Bond Trust | 60 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal 2018 Term Trust | 56 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Income Trust | 56 | None | $1 – $10,000 | — | — | |||||||||||
D-10
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Municipal Income Trust II | 57 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Preferred Opportunity Trust | 60 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal 2020 Term Trust | 56 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Limited Duration Income Trust | 60 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Dividend AchieversTM Trust | 57 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Global Floating Rate Income Trust | 59 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Global Energy and Resources Trust | 50 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Health Sciences Trust | 116 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock High Income Shares | 116 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Enhanced Dividend AchieversTM Trust | 113 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock World Investment Trust | 115 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock S&P Quality Rankings Global Equity Managed Trust | 57 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Long-Term Municipal Advantage Trust | 101 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Real Asset Equity Trust | 102 | None | $1 – $10,000 | — | — | |||||||||||
D-11
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Municipal Bond Trust | 57 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Preferred and Equity Advantage Trust | 102 | None | $1 – $10,000 | — | — | |||||||||||
| James T. Flynn |
BlackRock Senior Floating Rate Fund, Inc. | 28,837 | None | Over $100,000 | Over $100,000 | — | — | Over $100,000 | ||||||||
| BlackRock Senior Floating Rate Fund II, Inc. | 26,010 | None | Over $100,000 | — | — | — | ||||||||||
| BlackRock Preferred Income Strategies Fund, Inc. | 3,300 | None | $50,001 – $100,000 | — | — | — | ||||||||||
| BlackRock Preferred and Corporate Income Strategies Fund, Inc. | 3,000 | None | $10,001 – $50,000 | — | — | — | ||||||||||
| Jerrold B. Harris |
None | None | None | None | None | — | — | None | ||||||||
| R. Glenn Hubbard |
BlackRock Broad Investment Grade 2009 Term Trust, Inc. | 120 | None | $1 – $10,000 | Over $100,000 | 4,672 | $50,001 – $100,000 | Over $100,000 | ||||||||
| BlackRock Strategic Bond Trust | 120 | None | $1 – $10,000 | 5,244 | $50,001 – $100,000 | |||||||||||
| BlackRock Core Bond Trust | 120 | None | $1 – $10,000 | 5,385 | $50,001 – $100,000 | |||||||||||
| BlackRock High Yield Trust | 120 | None | $1 – $10,000 | 6,900 | $50,001 – $100,000 | |||||||||||
| BlackRock Income Trust, Inc. | 117 | None | $1 – $10,000 | 11,085 | $50,001 – $100,000 | |||||||||||
| BlackRock Income Opportunity Trust, Inc. | 119 | None | $1 – $10,000 | 6,643 | $50,001 – $100,000 | |||||||||||
| BlackRock Global Opportunities Equity Trust | 117 | None | $1 – $10,000 | — | — | |||||||||||
D-12
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Strategic Dividend AchieversTM Trust | 113 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Term Trust, Inc. | 110 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal 2008 Term Trust, Inc. | 111 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Insured Municipal 2008 Term Trust, Inc. | 110 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Investment Quality Municipal Trust, Inc. | 113 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Investment Quality Municipal Trust, Inc. | 113 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Strategic Municipal Trust | 114 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Municipal Income Trust | 112 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Income Trust | 114 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal 2018 Term Trust | 112 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Municipal 2018 Term Trust | 110 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Insured Municipal Income Trust | 112 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Insured Municipal Income Trust | 112 | None | $1 – $10,000 | — | — | |||||||||||
D-13
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Municipal Income Trust II | 114 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock New York Municipal Income Trust II |
112 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Preferred Opportunity Trust | 121 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal 2020 Term Trust | 112 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Limited Duration Income Trust | 119 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Dividend AchieversTM Trust | 113 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Global Floating Rate Income Trust | 118 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Global Energy and Resources Trust | 119 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Health Sciences Trust | 115 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock High Income Shares | 118 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock World Investment Trust | 114 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock S&P Quality Rankings Global Equity Managed Trust | 114 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Long-Term Municipal Advantage Trust | 100 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Real Asset Equity Trust | 101 | None | $1 – $10,000 | — | — | |||||||||||
D-14
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock New York Municipal Bond Trust | 113 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Municipal Bond Trust | 114 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Preferred and Equity Advantage Trust | 101 | None | $1 – $10,000 | — | — | |||||||||||
| W. Carl Kester |
BlackRock Enhanced Capital and Income Fund, Inc. | 1,000 | None | $10,001 – $50,000 | Over $100,000 | — | — | Over $100,000 | ||||||||
| BlackRock Preferred Income Strategies Fund, Inc. | 1,000 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Enhanced Equity Yield Fund, Inc. | 500 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Enhanced Equity Yield & Premium Fund, Inc. | 500 | None | $1 – $10,000 | — | — | |||||||||||
| BlackRock Enhanced Government Fund, Inc. | 1,000 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Preferred and Corporate Income Strategies Fund, Inc. | 1,000 | None | $10,001 – $50,000 | — | — | |||||||||||
| Karen P. Robards |
BlackRock Enhanced Capital and Income Fund, Inc. | 915 | None | $10,001 – $50,000 | $50,001 – $100,000 | — | — | $50,001 – $100,000 | ||||||||
| BlackRock Enhanced Equity Yield Fund, Inc. | 819 | None | $10,001 – $50,000 | — | — | |||||||||||
| BlackRock Preferred Income Strategies Fund, Inc. | 690 | None | $10,001 – $50,000 | — | — | |||||||||||
D-15
| Name of Nominee |
Fund Name |
Number of Shares of Common Stock |
Number of Shares of AMPS |
Aggregate Dollar |
Aggregate Dollar |
Number of Share Equivalents (2) |
Aggregate Dollar |
Aggregate Dollar | ||||||||
| BlackRock Preferred and Corporate Income Strategies Fund, Inc. | 675 | None | $10,001 – $50,000 | — | — | |||||||||||
| Robert S. Salomon, Jr. | None | None | None | None | Over $100,000 | — | — | Over $100,000 | ||||||||
| (1) | Information is as of June 26, 2007. |
| (2) | Represents, as of March 31, 2007, the approximate number of share equivalents owned under the deferred compensation plan in each Fund by certain Independent Board Members who have participated in the deferred compensation plan. Under the deferred compensation plan, BlackRock Broad Investment Grade 2009 Term Trust, Inc., BlackRock High Yield Trust, BlackRock Income Trust, Inc., BlackRock Income Opportunity Trust, Inc., BlackRock Strategic Bond Trust and BlackRock Core Bond Trust are eligible investments. |
The Nominees and officers as a group owned less than 1% of outstanding shares of each Fund for which they are nominated to oversee.
None of the independent Nominees or their family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock as of May 31, 2007.
D-16
Appendix E
During the most recent full fiscal for each Fund as grouped in the table below, the Boards met the following number of times:
| Board 1 | ||||
| Fund |
Fiscal Year End | Number of Board Meetings | ||
| BlackRock Muni Intermediate Duration Fund, Inc., BlackRock Muni New York Intermediate Duration Fund, Inc. |
May 31 | 9 | ||
| BlackRock S&P 500® Protected Equity Fund, Inc. |
September 30 | 14 | ||
| BlackRock MuniYield Florida Insured Fund, BlackRock MuniYield Michigan Insured Fund, Inc., BlackRock MuniYield Pennsylvania Insured Fund, BlackRock MuniYield New Jersey Insured Fund, Inc. |
October 31 | 13 | ||
| Board 2 | ||||
| Fund |
Fiscal Year End | Number of Board Meetings | ||
| BlackRock Floating Rate Income Strategies Fund II, Inc., BlackRock Senior High Income Fund, Inc. |
February 28 | 11 | ||
| BlackRock Debt Strategies Fund, Inc. |
February 28 | 12 | ||
| BlackRock MuniHoldings Fund, Inc., BlackRock MuniHoldings Insured Fund, Inc. |
April 30 | 8 | ||
| BlackRock MuniHoldings Fund II, Inc., BlackRock MuniHoldings New Jersey Insured Fund, Inc. |
July 31 | 11 | ||
| BlackRock Floating Rate Income Strategies Fund, Inc., BlackRock MuniVest Fund, Inc., Master Senior Floating Rate LLC, BlackRock Senior Floating Rate Fund, Inc., BlackRock Senior Floating Rate Fund II, Inc., BlackRock Diversified Income Strategies Fund, Inc., BlackRock MuniHoldings Florida Insured Fund, BlackRock MuniHoldings New York Insured Fund, Inc. |
August 31 | 11 | ||
| BlackRock MuniVest Fund II, Inc. |
October 31 | 12 | ||
E-1
| Board 3 | ||||
| Fund |
Fiscal Year End | Number of Board Meetings | ||
| BlackRock MuniEnhanced Fund, Inc. |
January 31 | 11 | ||
| BlackRock Corporate High Yield Fund, Inc., BlackRock Corporate High Yield Fund III, Inc., BlackRock MuniAssets Fund, Inc. |
May 31 | 7 | ||
| BlackRock Apex Municipal Fund, Inc., BlackRock MuniHoldings California Insured Fund, Inc. |
June 30 | 6 | ||
| BlackRock Corporate High Yield Fund V, Inc., BlackRock Corporate High Yield Fund VI, Inc. |
August 31 | 11 | ||
| BlackRock MuniHoldings Insured Fund II, Inc. |
September 30 | 11 | ||
| BlackRock MuniYield Fund, Inc., BlackRock MuniYield Quality Fund, Inc., BlackRock MuniYield Arizona Fund, Inc., BlackRock MuniYield California Fund, Inc., BlackRock MuniYield California Insured Fund, Inc., BlackRock MuniYield Florida Fund, BlackRock MuniYield Insured Fund, Inc., BlackRock MuniYield Michigan Insured Fund II, Inc., BlackRock MuniYield New York Insured Fund, Inc., BlackRock MuniYield Quality Fund II, Inc. |
October 31 | 11 | ||
| BlackRock MuniYield New Jersey Fund, Inc. |
November 30 | 12 | ||
| Board 4 | ||||
| Fund |
Fiscal Year End | Number of Board Meetings | ||
| BlackRock Multi-Strategy Hedge Opportunities LLC, BlackRock Multi-Strategy Hedge Advantage |
March 31 | 8 | ||
| BlackRock Preferred Income Strategies Fund, Inc., BlackRock Preferred and Corporate Income Strategies Fund, Inc. |
October 31 | 10 | ||
| BlackRock Enhanced Equity Yield Fund, Inc., BlackRock Enhanced Equity Yield & Premium Fund, Inc., BlackRock Enhanced Government Fund, Inc., BlackRock Enhanced Capital and Income Fund, Inc. |
December 31 | 10 | ||
E-2
| Board 5 | ||||
| Fund* |
Fiscal Year End | Number of Board Meetings | ||
| BlackRock Insured Municipal Income Trust, BlackRock California Insured Municipal Income Trust, BlackRock Florida Insured Municipal Income Trust, BlackRock New York Insured Municipal Income Trust, BlackRock Municipal Income Trust II, BlackRock New York Municipal Income Trust II, BlackRock California Municipal Income Trust II, BlackRock Municipal Bond Trust, BlackRock California Municipal Bond Trust, BlackRock Florida Municipal Bond Trust, BlackRock Maryland Municipal Bond Trust, BlackRock New Jersey Municipal Bond Trust, BlackRock New York Municipal Bond Trust, BlackRock Virginia Municipal Bond Trust |
||||