Investment Company Act Registration No. 811-21349
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Thomas A. DeCapo, Esq.
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Janey Ahn, Esq.
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Skadden, Arps, Slate, Meagher & Flom LLP
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BlackRock Advisors, LLC
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500 Boylston Street
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55 East 52
nd
Street
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Boston, Massachusetts 02116
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New York, New York 10055
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Title of Securities Being Registered
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Amount Being
Registered
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Proposed
Maximum Offering
Price per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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||||
Common Shares, $0.001 par value
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N/A
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N/A
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$1,000,000(1)
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$128.80
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(1)
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Estimated solely for purposes of calculating the registration fee.
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1.a.
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The registrant's name is BlackRock Limited Duration Income Trust (the "Fund").
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1.b.
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The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified, closed-end management investment company. The Fund's investment objective is to provide current income and capital appreciation. There can be no assurance that the Fund's investment objective will be achieved or that the Fund's investment program will be successful. The Fund's investment objective may be changed by the Fund's Board of Trustees (the "Board," and each member, a "Trustee") without prior shareholder approval.
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The Fund pursues its objective by investing primarily in three distinct asset classes:
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·
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intermediate duration, investment grade corporate bonds, mortgage related securities and asset-backed securities and U.S. Government and agency securities;
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·
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senior, secured floating rate loans made to corporate and other business entities; and
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U.S. dollar-denominated securities of U.S. and non-U.S. issuers rated below investment grade and, to a limited extent, non-U.S. dollar denominated securities of non-U.S. issuers rated below investment grade.
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The Fund may invest directly in such securities or synthetically through the use of derivatives. BlackRock Advisors, LLC, the Fund's investment adviser (the "Investment Advisor"), and BlackRock Financial Management, Inc., the Fund's investment sub-adviser (the "Sub-Advisor" and, together with the Investment Advisor, the "Advisors"), have broad discretion to allocate the Fund's assets among these three principal asset classes.
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1.c.
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The Fund is offering up to common shares.
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1.d.
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You should read this Prospectus, which concisely sets forth information about the Fund, before deciding whether to invest in the Fund's common shares and retain it for future reference. Additional information about the Fund and materials incorporated by reference have been filed with the Securities and Exchange Commission (the "SEC") and are a
vaila
ble upon either
written or oral request
, free of charge, by calling 1-800-882-0052, by writing to the Fund, or may be found on the SEC's website at
www.sec.gov
. You may also request a copy of this Prospectus, annual and semi-annual reports, other information about the Fund, and/or make investor inquiries by calling 1-800-882-0052, or by writing to the Fund. The Fund's annual and semi-annual reports are also available on the Fund's website at
www.blackrock.com
free of charge. This reference to BlackRock's website is intended to allow public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRock's website into this Prospectus.
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You should not construe the contents of this Prospectus as legal, tax or financial advice. You should consult with your own professional advisors as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Fund.
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The Fund's common shares do not represent a deposit or an obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
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1.e.
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This Prospectus is dated , 2014.
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1.f.
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Not applicable.
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1.g.
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The Fund's common shares are listed on the New York Stock Exchange ("NYSE") under the symbol "BLW." Sales of the Fund's common shares, if any, under this Prospectus may be made in transactions that are deemed to be "at the market" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the NYSE. The minimum price on any day at which Fund common shares may be sold will not be less than the current net asset value ("NAV") per share plus the per share amount of the commission to be paid to the Fund's distributor (the "Minimum Price"), BlackRock Investments, LLC (the "Distributor"). The Fund and the Distributor will determine whether any sales of the Fund's common shares will be authorized on a particular day; the Fund and the Distributor, however, will not authorize sales of the Fund's common shares if the per share price of the shares is less than the Minimum Price. The Fund and the Distributor may also not authorize sales of the Fund's common shares on a particular day even if the per share price of the shares is equal to or greater than the Minimum Price, or may only authorize a fixed number of shares to be sold on any particular day. The Fund and the Distributor will have full discretion regarding whether sales of Fund common shares will be authorized on a particular day and, if so, in what amounts. As of , 2014, the last reported sale price for the Fund's common shares on the NYSE was $ per share.
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The Distributor has entered into a dealer agreement, dated , 2014 (the "Dealer Agreement"), with UBS Securities LLC (the "Dealer") with respect to the Fund relating to the common shares offered by this Prospectus. In accordance with the terms of the Dealer Agreement, the Fund may offer and sell its common shares from time to time through the Dealer as sub-placement agent for the offer and sale of its common shares. The Fund will compensate the Distributor with respect to sales of common shares at a commission rate of % of the gross proceeds of the sale of the Fund's common shares. Out of this commission, the Distributor will compensate broker-dealers at a rate of up to % of the gross sales proceeds of the sale of the Fund's common shares sold by that broker-dealer.
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1.h.
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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the SEC is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
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Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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1.i.
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The Fund's common shares have traded both at a premium and a discount to NAV. The Fund cannot predict whether its common shares will trade at a premium or discount to NAV in the future. The provisions of the 1940 Act generally require that the public offering price of common shares (less any underwriting commissions and discounts) must equal or exceed the NAV per share of a company's common shares (calculated within 48 hours of pricing). The Fund's issuance of common shares may have an adverse effect on prices for the Fund's common shares in the secondary market by increasing the number of common shares available in the market, which may put downward pressure on the market price for the Fund's common shares. Common shares of closed-end investment companies frequently trade at a discount from NAV, which may increase investors' risk of loss.
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1.j.
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Investing in the Fund's common shares involves certain risks that are described in Item 8.3 beginning on page I-23 of Part I of this Prospectus, and under Item 8 in Part II of this Prospectus under "Risk Factors," beginning on page II-31 of Part II. Certain of these risks are summarized in Item 3.2 beginning on page I-9 of Part I of this Prospectus.
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1.k.
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Not applicable.
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2.
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Not applicable.
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1.
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Exchange listing: see Item 1.g.
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2.
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Not applicable.
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3.
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Not applicable.
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1.
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Shareholder Transaction Expenses
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Sales load paid by you (as a percentage of offering price)
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% |
(1)
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Offering expenses borne by the Fund (as a percentage of offering price)
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% | (2) | ||
Dividend reinvestment plan fees
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None
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(3)
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Percentage of net assets
attributable to common shares
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Annual Expenses
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Management fees
(4)
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0.80 | % | ||
Interest expense
(5)
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0.22 | % | ||
Other expenses
(6)
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0.10 | % | ||
Total annual expenses (including interest expense)
(7)
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1.12 | % |
(1)
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Represents the estimated commission with respect to the Fund's common shares being sold in this offering. There is no guarantee that there will be any sales of the Fund's common shares pursuant to this Prospectus. Actual sales of the Fund's common shares under this Prospectus, if any, may be less than as set forth under "Capitalization" below. In addition, the price per share of any such sale may be greater or less than the price set forth under "Capitalization" below, depending on market price of the Fund's common shares at the time of any such sale.
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(2)
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Offering expenses generally include, but are not limited to, the preparation, review and filing with the SEC of the Fund's registration statement (including this Prospectus), the preparation, review and filing of any associated marketing or similar materials, costs associated with the printing, mailing or other distribution of the Prospectus and/or marketing materials, associated filing fees, NYSE listing fees, and legal and auditing fees associated with the offering.
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(3)
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The Reinvestment Plan Agent's (as defined under "Item 10—Dividend Reinvestment Plan" in Part II) fees for the handling of the reinvestment of dividends will be paid by the Fund. However, you will pay a $0.02 per share fee incurred in connection with open-market purchases, which will be deducted from the value of the dividend. You will also be charged a $2.50 sales fee and pay a $0.15 per share fee if you direct the Reinvestment Plan Agent to sell your common shares held in a dividend reinvestment account. Per share fees include any applicable brokerage commissions the Reinvestment Plan Agent is required to pay.
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(4)
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The Fund currently pays BlackRock Advisors, LLC, its investment adviser, a contractual management fee at an annual rate of 0.55% based on an aggregate of (i) the Fund's average weekly net assets and (ii) the proceeds of any outstanding borrowings used for leverage ("average weekly Managed Assets"). The Fund uses leverage, in the form of reverse repurchase agreements, which as of August 31, 2013 amounted to approximately 30% of the Fund's Managed Assets (approximately 42% of the Fund's net assets). "Managed Assets" means the total assets of the Fund (including any assets attributable to money borrowed for investment purposes) minus the sum of the Fund's accrued liabilities (other than money borrowed for investment purposes). The Fund's net assets attributable to common shares are the Fund's Managed Assets minus the value of the Fund's assets attributable to money borrowed for investment purposes. Thus, when the Fund uses leverage, its net assets attributable to common shares are less than its Managed Assets and its expenses (including the management fee) stated as a percentage of its net assets attributable to common shares are greater than they would be if stated as a percentage of its Managed Assets. This table reflects the fact that you, as a common shareholder, bear the expenses of the Fund's use of leverage in the form of higher fees as a percentage of the Fund's net assets attributable to common shares than if the Fund did not use leverage.
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(5)
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Reflects leverage, in the form of reverse repurchase agreements, in an amount equal to approximately 30% of the Fund's Managed Assets (approximately 42% of the Fund's net assets) as of August 31, 2013. The interest expense borne by the Fund will vary over time in accordance with the level of the Fund's use of leverage and variations in market interest rates. Interest expense is required to be treated as an expense of the Fund for accounting purposes.
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(6)
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Based on the fiscal year ended August 31, 2013.
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(7)
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The total annual expense (
excluding
interest expense) is 0.90%.
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The Investment Advisor voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Fund pays to the Investment Advisor indirectly through its investment in affiliated money market funds. However, the Investment Advisor does not waive its investment advisory fees by the amount of investment advisory fees paid in connection with the Fund's investment in other affiliated investment companies, if any. This waiver amounted to less than 0.01% of the Fund's net assets attributable to common shares for the fiscal year ended August 31, 2013. See Item 20, below.
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The purpose of the foregoing table and the example below is to help you understand all fees and expenses that you, as a holder of common shares of the Fund, bear directly or indirectly. The foregoing table should not be considered a representation of the Fund's future expenses. Actual future expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this Prospectus contains a reference to fees or expenses paid by "you" or "us" or that "we" will pay fees or expenses, shareholders will indirectly bear such fees or expenses as investors in the Fund.
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The following example illustrates the expenses (including the sales load of $ and offering costs of $ that you would pay on a $1,000 investment in common shares, assuming (i) total net annual expenses of 1.12% of net assets attributable to common shares in years 1 through 10, and (ii) a 5% annual return:
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1 Year
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3 Years
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5 Years
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10 Years
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Total expenses incurred
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$ | $ | $ | $ |
The example should not be considered a representation of future expenses. The example assumes that the "Other expenses" set forth in the Annual Expenses table are accurate and that all dividends and distributions are reinvested at NAV. Actual expenses may be greater or less than those assumed. Moreover, the Fund's actual rate of return may be greater or less than the hypothetical 5% return shown in the example.
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Capitalization
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The Fund may offer and sell up to common shares, $0.001 par value per share, from time to time through the Dealer as sub-placement agent under this Prospectus. There is no guarantee that there will be any sales of the Fund's common shares pursuant to this Prospectus. The table below assumes that the Fund will sell common shares at a price of $ per share (the last reported sale price per share of the Fund's common shares on the NYSE on , 2014). Actual sales, if any, of the Fund's common shares under this Prospectus may be greater or less than $ per share, depending on the market price of the Fund's common shares at the time of any such sale and/or the Fund's NAV for purposes of calculating the Minimum Price. The Fund and the Distributor will determine whether any sales of the Fund's common shares will be authorized on a particular day; the Fund and the Distributor, however, will not authorize sales of the Fund's common shares if the per share price of the shares is less than the Minimum Price. The Fund and the Distributor may also not authorize sales of the Fund's common shares on a particular day even if the per share price of the shares is equal to or greater than the Minimum Price, or may only authorize a fixed number of shares to be sold on any particular day. The Fund and the Distributor will have full discretion regarding whether sales of Fund common shares will be authorized on a particular day and, if so, in what amounts.
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The following table sets forth the Fund's capitalization (1) on a historical basis as of August 31, 2013 ( ); and (2) on a pro forma as adjusted basis to reflect the assumed sale of common shares at $ per share (the last reported sale price per share of the Fund's common shares on the NYSE on , 2014), in an offering under this Prospectus, after deducting the assumed commission of $ (representing an estimated commission to the Distributor of % of the gross proceeds of the sale of Fund common shares, out of which the Distributor will compensate broker-dealers at a rate of up to % of the gross sales proceeds of the sale of the Fund's common shares sold by that broker-dealer).
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As of August 31, 2013
( )
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Pro Forma
( )
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As adjusted
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Common shares outstanding, $0.001 par value per share
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37,003,854 | |||||||
Paid-in capital
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$ | 703,366,312 | $ | |||||
Undistributed net investment income
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$ | 3,778,403 | $ | |||||
Accumulated net realized loss
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$ | (58,230,901 | ) | $ | ||||
Net unrealized appreciation (depreciation)
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$ | 205,773 | $ | |||||
Net Assets
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$ | 649,119,587 | $ | |||||
Net asset value per share
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$ | 17.54 | $ |
2.
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A summary of this Prospectus is set forth below. This is only a summary of certain information contained in this Prospectus relating to the Fund. This summary may not contain all of the information that you should consider
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before investing in the Fund's common shares. You should review the more detailed information contained in this Prospectus.
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addition to the amount of time until the security finally matures. As the value of a security changes over time, so will its duration. Prices of securities with longer durations tend to be more sensitive to interest rate changes than securities with shorter durations. In general, a portfolio of securities with a longer duration can be expected to be more sensitive to interest rate changes than a portfolio with a shorter duration.
The Fund is intended to have a relatively low level of interest rate risk compared to investment portfolios of similar credit quality but with longer durations. Certain of the Fund's other strategies, however, may result in an above average amount of risk and volatility or loss of principal. Therefore, this type of investment may be inappropriate for your risk profile. There is no assurance that the Fund will achieve its investment objective. The Fund is not intended as a complete investment program.
The Fund anticipates that, under normal market conditions, a significant portion of its Managed Assets will be invested in securities rated below investment grade, such as those rated Ba or lower by Moody's Investor's Service, Inc. ("Moody's") and BB or lower by Standard & Poor's Corporation Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") or securities comparably rated by other rating agencies or in unrated securities determined by the Investment Advisor to be of comparable quality. High yield securities commonly are referred to as "junk" bonds. The Fund may invest in individual securities of any credit quality.
The Fund may also invest in investment grade securities, which are securities rated at least BBB– as determined by S&P, Baa3 as determined by Moody's or, if unrated, determined to be of comparable quality by the Investment Advisor. When Investment Advisor believes it to be in the best interests of the Fund's shareholders, the Fund will reduce its investment in lower grade securities and, in certain market conditions, the Fund may invest none of its assets in lower grade securities.
The Fund may invest without limitation in U.S. dollar denominated securities of non-U.S. issuers and, to a limited extent, non-U.S. dollar-denominated securities of non-U.S. issuers ("Foreign Securities"), including up to 20% of its Managed Assets in issuers located in emerging market countries. The Fund can hold no more than 10% of its Managed Assets in non-U.S. dollar-denominated Foreign Securities.
The Fund may invest in mortgage-related securities, which include collateralized mortgage obligations, stripped mortgage-backed securities, mortgage pass-through securities, interests in real estate mortgage investment conduits ("REMICs"), real estate investment trusts ("REITs"), including debt and preferred stock issued by REITs, as well as other real estate-related securities. The mortgage-related securities in which the Fund may invest include those with fixed, floating or variable interest rates, those with interest rates that change based on multiples of changes in a specified index of interest rates and those with interest rates that change inversely to changes in interest rates, as well as those that do not bear interest. The Fund may invest in residential and commercial mortgage-related securities issued by governmental entities and private issuers, including subordinated mortgage-related securities. Although the Fund may invest in residential and commercial mortgage-related securities issued by governmental entities and private issuers, the Fund expects that most of such investments will be limited to commercial mortgage-related securities, in which the Fund will not invest more than 15% of its Managed Assets.
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The Fund reserves the right to change its distribution policy and the basis for establishing the rate of its monthly distributions at any time and may do so without prior notice to common shareholders. See Item 10.1 in Part I and "Distributions" under Item 10 in Part II.
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Listing
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The Fund's common shares are listed on the NYSE under the symbol "BLW."
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Custodian and Transfer Agent
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State Street Bank and Trust Company serves as the Fund's custodian, and Computershare Trust Company, N.A. serves as the Fund's transfer agent.
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Administrator
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State Street Bank and Trust Company serves as the Fund's administrator and fund accountant.
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Market Price of Shares
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Common shares of closed-end investment companies frequently trade at prices lower than their NAV. The Fund cannot assure you that its common shares will trade at a price higher than or equal to NAV. The Fund's common shares trade in the open market at market prices that are a function of several factors, including dividend levels (which are in turn affected by expenses), NAV, call protection for portfolio securities, portfolio credit quality, liquidity, dividend stability, relative demand for and supply of the common shares in the market, general market and economic conditions and other factors. The Fund's common shares are designed primarily for long-term investors and you should not purchase common shares of the Fund if you intend to sell them shortly after purchase. The issuance of additional common shares pursuant to this Prospectus may also have an adverse effect on prices for the Fund's common shares in the secondary market by increasing the supply of common shares available for sale.
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Special Risk Considerations
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An investment in the Fund's common shares involves risk. You should consider carefully the risks identified below, which are described in detail under "Risk Factors" beginning on page II-31 of Part II of this Prospectus.
·
Offering Risk
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Investment and Market Discount Risk
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Fixed Income Securities Risks, including Issuer Risk, Credit Risk, Interest Rate Risk, Prepayment Risk, Reinvestment Risk and Duration and Maturity Risk
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Senior Loans Risk
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Second Lien Loans Risk
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Mezzanine Investment Risk
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Risks of Loan Assignments and Participations
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Bank Loans Risk
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Corporate Bonds Risk
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Below Investment Grade Securities Risk
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Distressed and Defaulted Securities Risk
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Yield and Ratings Risk
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Unrated Securities Risk
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Debtor-In-Possession (DIP) Financing Risk
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Mortgage Related Securities Risks, including RMBS Risks associated with Agency RMBS, Non-Agency RMBS, Borrower Credit Risk, Legal Risks, Mortgage Loan Market Risk and Legislation and Regulation Risk, CMBS Risks, Credit Risk Associated with Originators and Servicers of Mortgage Loans, Adjustable Rate Mortgage Risk, Stripped MBS Risk, CMO Risk, and Additional Risks of Mortgage Related Securities, including Interest Rate Risk, Structural Risk, Subordination Risk, Prepayment, Extension and Redemption Risks, Spread Widening Risk and Liquidity Risk
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ABS Risk
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CDO Risks
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·
REITs Risk
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U.S. Government Securities Risk
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Zero Coupon Securities Risk
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PIK Bonds Risks
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Insolvency Considerations with Respect to Issuers of Indebtedness
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Equity Securities Risk
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Warrants Risks
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Rights Risks
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Preferred Securities Risks, including Deferral, Subordination, Limited Voting Rights, Special Redemption Right, risks associated with Trust Preferred Securities and risk associated with New Types of Securities
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Convertible Securities Risk
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Restricted and Illiquid Securities Risk
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Municipal Securities Risk
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Non-U.S. Securities Risk
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Emerging Markets Risk
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Foreign Currency Risk
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Sovereign Government and Supranational Debt Risk
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LIBOR Risk
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Leverage Risk
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Event Risk
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Inverse Floater and Related Securities Risk
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Inflation-Indexed Bonds Risk
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Defensive Investing Risk
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Structured Investments Risks, including Structured Notes Risk, Event-Linked Securities Risk, Equity-Linked Notes Risk and Credit-Linked Securities Risk
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Investment Companies Risk
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Repurchase Agreements Risk
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Reverse Repurchase Agreements Risk
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Dollar Roll Transactions Risk
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When-Issued, Forward Commitment and Delayed Delivery Transactions Risk
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Strategic Transactions and Derivatives Risks, including Credit Risk, Currency Risk, Leverage Risk, Liquidity Risk, Correlation Risk, Index Risk and Volatility Risk, Counterparty Risk, Swaps Risk, Options Risk, Futures Transactions and Options Risk, General Risk Factors in Hedging Foreign Currency, Foreign Currency Forwards Risk, Currency Futures Risk, Currency Options Risk, Currency Swaps Risk, Over-the-Counter Trading Risk, Clearing Broker and Central Clearing Counterparty Risks, Dodd-Frank Act Risk and Legal and Regulatory Risk
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Securities Lending Risk
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Short Selling Risk
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Inflation Risk
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Deflation Risk
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Risks Associated with Recent Market Events
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EMU and Redenomination Risk
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Market Disruption and Geopolitical Risk
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Regulation and Government Intervention Risk
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Legal, Tax and Regulatory Risks
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1940 Act Regulation
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Legislation Risk
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Potential Conflicts of Interest of the Advisors and Others
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Decision-Making Authority Risk
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Management Risk
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Market and Selection Risk
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Allocation Risk
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Reliance on the Advisors
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Reliance on Service Providers
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Information Technology Systems
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Misconduct of Employees and of Service Providers
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Portfolio Turnover Risk
·
Anti-Takeover Provisions Risk
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3.
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Not applicable.
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1.
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The following table includes selected data for a common share outstanding throughout the period and other performance information derived from the Fund's financial statements. It should be read in conjunction with the Fund's financial statements and notes thereto, which are . The following information has been audited by , independent registered public accountants, whose report thereon with respect to the fiscal years ended . See Item 24.
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Year Ended August 31,
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Period
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Year Ended October 31,
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2013 | 1 | 2012 | 1 | 2011 | 2010 | 2009 |
November 1, 2007 to August 31, 2008
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2007 | 2006 | 2005 | 2004 | |||||||||||||||||||||||||||||
Per Share Operating Performance
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Net asset value, beginning of period
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$ | 17.38 | $ | 16.52 | $ | 16.79 | $ | 14.95 | $ | 16.71 | $ | 18.52 | $ | 19.01 | $ | 19.17 | $ | 20.13 | $ | 19.74 | ||||||||||||||||||||
Net investment income
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1.30 | 2 | 1.31 | 2 | 1.34 | 2 | 1.12 | 2 | 1.01 | 2 | 1.14 | 2 | 1.50 | 1.35 | 1.46 | 1.46 | ||||||||||||||||||||||||
Net realized and unrealized gain (loss)
|
0.25 | 0.88 | (0.37 | ) | 1.62 | (1.61 | ) | (1.76 | ) | (0.49 | ) | 0.03 | (0.94 | ) | 0.43 | |||||||||||||||||||||||||
Net increase (decrease) from investment operations
|
1.55 | 2.19 | 0.97 | 2.74 | (0.60 | ) | (0.62 | ) | 1.01 | 1.38 | 0.52 | 1.89 | ||||||||||||||||||||||||||||
Dividends and distributions from:
3
|
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Net investment income
|
(1.39 | ) | (1.33 | ) | (1.24 | ) | (0.90 | ) | (1.16 | ) | (1.19 | ) | (1.41 | ) | (1.52 | ) | (1.33 | ) | (1.49 | ) | ||||||||||||||||||||
Net realized gain
|
--- | --- | --- | --- | --- | --- | (0.06 | ) | --- | (0.15 | ) | (0.01 | ) | |||||||||||||||||||||||||||
Tax return of capital
|
--- | --- | --- | --- | --- | --- | (0.03 | ) | (0.02 | ) | --- | --- | ||||||||||||||||||||||||||||
Total dividends and distributions
|
(1.39 | ) | (1.33 | ) | (1.24 | ) | (0.90 | ) | (1.16 | ) | (1.19 | ) | (1.50 | ) | (1.54 | ) | (1.48 | ) | (1.50 | ) | ||||||||||||||||||||
Net asset value, end of period
|
$ | 17.54 | $ | 17.38 | $ | 16.52 | $ | 16.79 | $ | 14.95 | $ | 16.71 | $ | 18.52 | $ | 19.01 | $ | 19.17 | $ | 20.13 | ||||||||||||||||||||
Market price, end of period
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$ | 16.89 | $ | 18.00 | $ | 16.01 | $ | 16.76 | $ | 14.09 | $ | 14.57 | $ | 16.68 | $ | 18.85 | $ | 17.48 | $ | 19.95 | ||||||||||||||||||||
Total Investment Return
4
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||||||||||||||||||||||||||||||||||||||||
Based on net asset value
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9.13 | % | 13.86 | % | 5.85 | % | 19.00 | % | (1.57 | )% | (2.60 | )% 5 | 5.66 | % | 7.85 | % | 2.93 | % | 10.17 | % | ||||||||||||||||||||
Based on market price
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1.47 | % | 21.68 | % | 2.77 | % | 26.04 | % | 6.40 | % | (5.70 | )% 5 | (4.03 | )% | 17.31 | % | (5.30 | )% | 14.64 | % | ||||||||||||||||||||
Ratios to Average Net Assets
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Total expenses
|
1.12 | % | 1.05 | % | 1.01 | % | 0.82 | % | 0.72 | % | 1.39 | % 6 | 2.16 | % | 2.20 | % | 1.71 | % | 1.26 | % | ||||||||||||||||||||
Total expenses after fees waived and before fees paid indirectly
|
1.12 | % | 1.05 | % | 1.00 | % | 0.81 | % | 0.71 | % | 1.39 | % | 2.16 | % | 2.20 | % | 1.71 | % | 1.25 | % | ||||||||||||||||||||
Total expenses after fees waived and paid indirectly
|
1.12 | % | 1.05 | % | 1.00 | % | 0.81 | % | 0.71 | % | 1.38 | % 6 | 2.14 | % | 2.19 | % | 1.71 | % | 1.25 | % |
Year Ended August 31,
|
Period
|
Year Ended October 31,
|
||||||||||||||||||||||||||||||||||||||
2013 | 1 | 2012 | 1 | 2011 | 2010 | 2009 |
November 1, 2007 to August 31, 2008
|
2007 | 2006 | 2005 | 2004 | |||||||||||||||||||||||||||||
Total expenses after fees waived and paid indirectly and excluding interest expense and income tax
|
0.90 | % | 0.89 | % | 0.87 | % | 0.73 | % | 0.69 | % | 0.76 | % 6 | 0.83 | % | 0.91 | % | 0.92 | % | 0.90 | % | ||||||||||||||||||||
Net investment income
|
7.34 | % | 7.82 | % | 7.75 | % | 6.90 | % | 7.42 | % | 7.84 | % 6 | 7.92 | % | 7.10 | % | 7.42 | % | 7.34 | % | ||||||||||||||||||||
Supplemental Data
|
||||||||||||||||||||||||||||||||||||||||
Net assets, end of period (000)
|
$ | 649,120 | $ | 642,391 | $ | 609,818 | $ | 619,381 | $ | 551,505 | $ | 616,393 | $ | 638,109 | $ | 699,206 | $ | 704,961 | $ | 739,225 | ||||||||||||||||||||
Borrowings outstanding, end of period (000)
|
$ | 273,347 | $ | 296,476 | $ | 244,120 | $ | 123,233 | --- | $ | 64,538 | $ | 109,287 | $ | 220,000 | $ | 176,010 | $ | 159,416 | |||||||||||||||||||||
Average borrowings outstanding, during the period (000)
|
$ | 301,214 | $ | 242,396 | $ | 191,303 | $ | 44,160 | $ | 11,705 | $ | 120,295 | $ | 172,040 | $ | 179,366 | $ | 186,660 | $ | 195,845 | ||||||||||||||||||||
Portfolio turnover
|
71 | % | 54 | % | 106 | % 7 | 248 | % 8 | 287 | % 9 | 191 | % 10 | 65 | % | 132 | % | 70 | % | 215 | % | ||||||||||||||||||||
Asset coverage, end of period per $1,000
|
$ | 3,375 | $ | 3,167 | $ | 3,498 | $ | 6,026 | --- | $ | 10,551 | $ | 7,251 | $ | 4,178 | $ | 5,005 | $ | 5,637 |
1
|
Consolidated Financial Highlights.
|
|
2
|
Based on average shares outstanding.
|
|
3
|
Determined in accordance with federal income tax regulations.
|
|
4
|
Total investment returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of dividends and distributions.
|
|
5
|
Aggregate total investment return.
|
|
6
|
Annualized.
|
|
7
|
Includes mortgage dollar roll and to-be-announced ("TBA") transactions. Excluding these transactions, the portfolio turnover would have been 87%.
|
|
8
|
Includes mortgage dollar roll transactions. Excluding these transactions, the portfolio turnover would have been 113%.
|
|
9
|
Includes mortgage dollar roll transactions. Excluding these transactions, the portfolio turnover would have been 79%.
|
|
10
|
Includes TBA transactions. Excluding these transactions, the portfolio turnover would have been 24%.
|
2.
|
Not applicable.
|
3.
|
See Item 4.1., above.
|
1.
|
The Distributor has agreed to underwrite up to Fund common shares on a reasonable efforts basis. See Item 5 in Part II for additional information regarding the Distributor.
|
2.
|
The Fund's common shares will only be sold on such days as shall be agreed to by the Fund and the Distributor. The Fund's common shares will be sold at market prices, which shall be determined with reference to trades on the NYSE, subject to the Minimum Price. See Item 1.1.g., above.
|
3.
|
See Item 1.1g., above, and Item 5 in Part II.
|
4.
|
See Item 5 in Part II.
|
5.
|
Not applicable.
|
6.
|
See Item 5 in Part II.
|
7.
|
Not applicable.
|
8.
|
Not applicable.
|
9.
|
Not applicable.
|
10.
|
See Item 5 in Part II.
|
1.
|
The Fund was organized as a Delaware statutory trust on May 16, 2003, pursuant to an Agreement and Declaration of Trust, as subsequently amended and restated, governed by the laws of the State of Delaware, and commenced operations on July 30, 2003. The Fund is registered under the 1940 Act as a diversified, closed-end management investment company. The Fund's principal office is located at 100 Bellevue Parkway, Wilmington, Delaware 19809, and its telephone number is (800) 882-0052.
|
2.
|
Investment Objectives and Principal Investment Policies
:
|
Investment Objective.
The Fund's investment objective is to provide current income and capital appreciation. The Fund pursues its objective by investing primarily in three distinct asset classes:
|
·
|
intermediate duration, investment grade corporate bonds, mortgage related securities and asset-backed securities and U.S. Government and agency securities;
|
|
·
|
senior, secured floating rate loans made to corporate and other business entities; and
|
|
·
|
U.S. dollar-denominated securities of U.S. and non-U.S. issuers rated below investment grade and, to a limited extent, non-U.S. dollar denominated securities of non-U.S. issuers rated below investment grade.
|
·
|
credit research on the issuers' financial strength;
|
|
·
|
assessment of the issuers' ability to meet principal and interest payments;
|
|
·
|
general industry trends;
|
|
·
|
the issuers' managerial strength;
|
|
·
|
changing financial conditions;
|
|
·
|
borrowing requirements or debt maturity schedules; and
|
|
·
|
the issuers' responsiveness to changes in business conditions and interest rates.
|
|
(1)
|
purchase any security if as a result 25% or more of the total assets of the Fund would be invested in the securities of issuers having their principal business activities in the same industry (with respect to loan participations in which the Fund may invest, the Fund intends to treat as "issuers" the corporate borrower, the bank selling such participation interests and any other person interpositioned between the bank and the Fund);
|
|
(2)
|
with respect to 75% of its total assets, invest more than 5% of the value of its total assets in the securities of any single issuer or purchase more than 10% of the outstanding voting securities of any one issuer;
|
|
(3)
|
purchase commodities or commodity contracts, except that the Fund may purchase and sell options, futures contracts and options thereon and may engage in interest rate and foreign currency transactions
|
|
(4)
|
purchase, hold or deal in real estate or real estate mortgage loans, or oil, gas or other mineral leases or exploration or development programs, except that the Fund may (a) purchase and sell securities that are secured by, or issued by companies that invest or deal in, real estate, oil, gas or other minerals, or interests therein and (b) hold or sell any such assets acquired in connection with its investment in portfolio securities
|
|
(5)
|
issue senior securities or borrow money, except as permitted by the 1940 Act;
|
|
(6)
|
make loans to others, except through the purchase of debt obligations (including senior loans), the entry into repurchase agreements and the lending of its portfolio securities; and
|
|
(7)
|
act as an underwriter of securities of other issuers, except to the extent the Fund may be deemed an underwriter under the Securities Act, by virtue of its purchase or sale of portfolio securities.
|
|
(1)
|
make any short sale of securities except in conformity with applicable laws, rules and regulations and unless after giving effect to such sale, the market value of all securities sold short does not exceed 25% of the value of the Fund's Managed Assets and the Fund's aggregate short sales of a particular class of securities of an issuer does not exceed 25% of the then outstanding securities of that class. The Fund may also make short sales "against the box" without respect to such limitations. In this type of short sale, at the time of the sale, the Fund owns or has the immediate and unconditional right to acquire at no additional cost the identical security;
|
|
(2)
|
purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act or any exemptive relief obtained thereunder; or
|
|
(3)
|
purchase securities of companies for the purpose of exercising control.
|
company ("RIC") tax requirements. Income earned and gains realized on the investments held by the Subsidiary are taxable to the Subsidiary. The Fund may invest up to 25% of its total assets in the Subsidiary. The Subsidiary's assets are managed by the Investment Advisor and are subject to the same investment policies and restrictions that apply to the Fund.
|
|
Additional Information
:
|
|
Additional information regarding the foregoing securities, instruments and investment techniques are included in "Portfolio Contents and Techniques" under Item 8 in Part II.
|
3.a.
|
The risk factors associated with an investment in the Fund are set forth in "Risk Factors" under Item 8 in Part II. Due to the nature of the Fund's investment program, the Fund is particularly susceptible to the risks of fixed-income securities (such as interest rate risk and credit risk), high-yield and distressed securities, senior loans, mortgage-related securities, asset-backed securities, leveraging, illiquid securities, foreign investing, credit and other derivatives (such as options, credit default swaps and interest rate transactions), currency instruments and counterparty default.
|
3.b.
|
The Fund currently utilizes leverage for investment purposes in the form of reverse repurchase agreements. As of August 31, 2013, this leverage represented approximately 30% of the Fund's Managed Assets (approximately 42% of the Fund's net assets).
|
|
Assuming the utilization of leverage by borrowings in the amount of approximately 30% of the Fund's Managed Assets, and an annual interest rate of % payable on such leverage based on market rates as of the date of this Prospectus, the annual return that the Fund's portfolio must experience (net of expenses) in order to cover such interest payments would be %.
|
|
The following table is designed to illustrate the effect on the return to a holder of common shares of the leverage obtained by borrowings in the amount of approximately 30% of the Fund's Managed Assets, assuming hypothetical annual returns on the Fund's portfolio of minus 10% to plus 10%. As the table shows, leverage generally increases the return to shareholders when portfolio return is positive and greater than the cost of leverage and decreases the return when portfolio return is negative or less than the cost of leverage. The figures appearing in the table are hypothetical and actual returns may be greater or less than those appearing in the table.
|
Assumed Portfolio Return (net of expenses)
|
(10)%
|
(5)%
|
0%
|
5%
|
10%
|
Corresponding Common Share Return
|
%
|
%
|
%
|
%
|
%
|
Common share total return is composed of two elements: the common share dividends paid by the Fund (the amount of which is largely determined by the net investment income of the Fund) and gains or losses on the value of the securities the Fund owns. As required by SEC rules, the table assumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0% the Fund must assume that the interest it receives on its securities investments is entirely offset by losses in the value of those securities.
|
|
Additional information regarding the risks of the Fund's use of leverage is contained under "Item 8—Leverage" in Part II.
|
|
4.
|
See Item 8.2, above, and Item 8 in Part II.
|
5.
|
The following tables set forth the high and low market prices for Fund common shares on the NYSE, for each full quarterly period within the Fund's two most recent fiscal years and each full quarter since the beginning of the Fund's current fiscal year, along with the NAV and discount or premium to NAV for each quotation.
|
Market Price
|
Net Asset Value
|
Premium/(Discount) to Net Asset Value
|
||||||||||||||||||||||
Period Ended
|
High
|
Low
|
High
|
Low
|
High
|
Low
|
||||||||||||||||||
February 28, 2014
|
$ | 17.58 | $ | 16.70 | $ | 18.07 | $ | 17.96 | (2.71 | )% | (7.02 | )% | ||||||||||||
November 30, 2013
|
$ | 17.15 | $ | 16.42 | $ | 17.56 | $ | 17.70 | (2.33 | )% | (7.23 | )% | ||||||||||||
August 31, 2013
|
$ | 17.96 | $ | 16.32 | $ | 17.86 | $ | 17.43 | 0.56 | % | (6.37 | )% | ||||||||||||
May 31, 2013
|
$ | 19.17 | $ | 17.96 | $ | 17.93 | $ | 18.00 | 6.92 | % | (0.22 | )% | ||||||||||||
February 28, 2013
|
$ | 19.14 | $ | 18.13 | $ | 17.82 | $ | 17.76 | 7.41 | % | 2.08 | % |
November 30, 2012
|
$ | 18.83 | $ | 17.55 | $ | 17.57 | $ | 17.51 | 7.17 | % | 0.23 | % | ||||||||||||
August 31, 2012
|
$ | 18.19 | $ | 16.90 | $ | 17.31 | $ | 16.90 | 5.08 | % | 0.00 | % | ||||||||||||
May 31, 2012
|
$ | 17.93 | $ | 16.62 | $ | 17.09 | $ | 17.07 | 4.92 | % | (2.64 | )% | ||||||||||||
February 29, 2012
|
$ | 17.20 | $ | 15.93 | $ | 16.94 | $ | 16.39 | 1.53 | % | (2.81 | )% | ||||||||||||
November 30, 2011
|
$ | 16.47 | $ | 15.05 | $ | 16.54 | $ | 15.93 | (0.42 | )% | (5.52 | )% |
As of , 2014, the NAV per common share of the Fund was $ and the market price per common share was $ , representing a to NAV of %. Common shares of the Fund have historically traded at both a premium and discount to NAV.
|
|
See "Repurchase of Common Shares" under Item 8 in Part II for additional information.
|
|
6.
|
Not applicable.
|
1.
|
BlackRock Advisors, LLC acts as the investment adviser for the Fund. Pursuant to an investment management agreement between the Investment Advisor and the Fund (the "Investment Management Agreement"), the Fund pays the Investment Advisor a monthly fee at an annual rate of 0.55% of the Fund's average weekly Managed Assets (0.80% of the Fund's net assets, assuming leverage of approximately 30% of the Fund's Managed Assets). Because the management fee is calculated on the basis of Managed Assets, which includes assets attributable to leverage, the fee paid to the Investment Advisor will be higher than if the Fund did not use leverage.
|
|
BlackRock Financial Management, Inc. acts as the sub-adviser for the Fund. BlackRock Advisors, LLC has entered into a separate sub-advisory agreement with the Sub-Advisor (the "Sub-Advisory Agreement," and together with the Investment Management Agreement, the "Advisory Agreements") which states that the Investment Advisor agrees to pay the Sub-Advisor for services it provides, a monthly fee equal to 38% of the investment advisory fees paid by the Fund to the Investment Advisor with respect to the assets of the Fund allocated to the Sub-Advisor.
|
A discussion regarding the basis for the approval of the Investment Management Agreement and the Sub-Advisory Agreement by the Board is available in the Fund's Annual Report to shareholders for the fiscal year ended August 31, 2013.
|
|
The Fund is managed by a team of investment professionals comprised of Leland Hart, Managing Director of BlackRock, James E. Keenan, Managing Director of BlackRock, C. Adrian Marshall, Managing Director of BlackRock, and Tom Musmanno, Managing Director of BlackRock, each of whom is jointly and primarily responsible for the day-to-day management of the Fund's portfolio.
|
Portfolio Manager
|
Primary Role
|
Since
|
Title and Recent Biography
|
|||
Leland Hart
|
Jointly responsible for the day-to-day management of the Fund's portfolio, which includes setting the Fund's overall investment strategy, overseeing the management of the Fund and/or selection of its investments.
|
2009
|
Managing Director of BlackRock, Inc. since 2009; Partner of R3 Capital Partners ("R3") in 2009; Managing Director of R3 from 2008 to 2009; Managing Director of Lehman Brothers from 2006 to 2008.
|
|||
James E. Keenan, CFA
|
Jointly responsible for the day-to-day management of the Fund's portfolio, which includes setting the Fund's overall investment strategy, overseeing the management of the Fund and/or selection of its investments.
|
2007
|
Managing Director of BlackRock, Inc. since 2008 and Head of the Leveraged Finance portfolio team; Director of BlackRock, Inc. from 2006 to 2007.
|
|||
C. Adrian Marshall, CFA
|
Jointly responsible for the day-to-day management of the Fund's portfolio, which includes setting the Fund's overall investment strategy, overseeing the management of the Fund and/or selection of its investments.
|
2009
|
Managing Director of BlackRock, Inc. since 2013; Director of BlackRock, Inc. from 2007 to 2013; Vice President of BlackRock, Inc. from 2004 to 2007.
|
|||
Thomas Musmanno, CFA
|
Jointly responsible for the day-to-day management of the Fund's portfolio, which includes setting the Fund's overall investment strategy, overseeing the management of the Fund and/or selection of its investments.
|
2012
|
Managing Director of BlackRock, Inc. since 2010; Director of BlackRock, Inc. from 2006 to 2009.
|
Additional information regarding the Board, the Advisors and the portfolio managers, including the portfolio managers' compensation, other accounts managed and ownership of Fund securities, is included under Item 21, below, and under Item 9, Item 18 and Item 21 in Part II.
|
|
State Street Bank and Trust Company provides certain administration and accounting services to the Fund pursuant to an Administrative Services Agreement (the "Administration Agreement"). State Street Bank and Trust Company is paid a monthly fee at an annual rate ranging from 0.0075% to 0.015% of the Fund's Managed Assets, along with an annual fixed fee ranging from $0 to $10,000 for the services it provides to the Fund.
|
|
Certain legal matters will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP, which serves as counsel to the Fund.
|
|
See "Other Service Providers" under Item 9 in Part II for additional information about State Street Bank and Trust Company, the Fund's other service providers and other matters relevant to the Fund's management.
|
|
2.
|
Not applicable.
|
3.
|
Not applicable.
|
1.
|
The Fund is an unincorporated statutory trust organized under the laws of Delaware pursuant to an Agreement and Declaration of Trust dated as of May 16, 2003, as subsequently amended and restated. The Fund is authorized to issue an unlimited number of common shares of beneficial interest, par value $0.001 per share. The Fund intends to make regular monthly cash distributions of all or a portion of its net investment income to holders of the Fund's common shares. The Fund reserves the right to change its distribution policy and the basis for establishing the rate
|
|
of its monthly distributions at any time and may do so without prior notice to common shareholders. For additional information about the Fund's common shares, see Item 10 in Part II.
|
|
The Fund does not have any preferred shares outstanding.
|
2.
|
See Item 10.1, above, and Item 10 in Part II.
|
3.
|
See Item 10.1, above, and Item 10 in Part II.
|
4.
|
See "Tax Matters" under Item 10 in Part II.
|
5.
|
Outstanding Securities, as of February 28, 2014:
|
Title of Class
|
Amount Authorized
|
Amount Held by Fund for its Account
|
Amount Outstanding
(Exclusive of Amount Held
by Fund for its Account)
|
Common Shares, par value $0.001
|
Unlimited
|
0
|
37,003,854
|
6.
|
Not applicable.
|
1.
|
See Item 8.2 and Item 8.3, above, and Item 8 in Part II.
|
2.
|
See Item 8.2 and Item 8.3, above, and Item 8 in Part II.
|
3.
|
See Item 8.2 and Item 8.3, above, and Item 8 in Part II.
|
4.
|
Not applicable.
|
1.
|
See Item 18 in Part II.
|
2.
|
See Item 18 in Part II.
|
3.
|
See Item 18 in Part II.
|
4.
|
See Item 18 in Part II.
|
5.
|
During the Fund's fiscal year ended August 31, 2013, the Board and the Board's committees held the following meetings:
|
Board or Committee
|
Number of Meetings
|
|
Board (regular meetings)
|
5
|
|
Board (special meetings)
|
3
|
|
Audit Committee
|
14
|
|
Governance and Nominating Committee
|
4
|
|
Compliance Committee
|
4
|
|
Performance Oversight Committee
|
4
|
|
Leverage Committee
|
9
|
|
Executive Committee
|
2
|
|
See Item 18 in Part II.
|
6.
|
See Item 18 in Part II.
|
7.
|
The Board of the Fund currently consists of 11 individuals, nine of whom are not "interested persons" of the Fund as defined in the 1940 Act (the "Independent Trustees"). The registered investment companies advised by the Advisors or their affiliates (the "BlackRock-Advised Funds") are organized into one complex of closed-end funds (the "Closed-End Complex"), two complexes of open-end funds (the "Equity-Liquidity Complex" and the "Equity-Bond Complex") and one complex of exchange-traded funds (the "Exchange-Traded Complex"; each such complex a "BlackRock Fund Complex"). The Fund is included in the Closed-End Complex. The Trustees also oversee as Board members the operations of the other closed-end registered investment companies included in the Closed-End Complex.
|
|
Information relating to each Trustee's share ownership in the Fund and in the other funds in the Closed-End Complex that are overseen by the respective Trustee as of December 31, 2013 is set forth in the chart below:
|
Name of Trustee
|
Dollar Range of Equity
Securities and Share
Equivalents in the Fund*
|
Aggregate Dollar Range of Equity
Securities and Share Equivalents Overseen
by Trustees in the Family of Registered
Investment Companies**
|
||
Independent Trustees
|
||||
Michael J. Castellano
|
$10,001 - $50,000
|
over $100,000
|
||
Richard E. Cavanagh
|
over $100,000
|
over $100,000
|
||
Frank J. Fabozzi
|
over $100,000
|
over $100,000
|
||
Kathleen F. Feldstein
|
over $100,000
|
over $100,000
|
||
James T. Flynn
|
over $100,000
|
over $100,000
|
||
Jerrold B. Harris
|
over $100,000
|
over $100,000
|
||
R. Glenn Hubbard
|
over $100,000
|
over $100,000
|
||
W. Carl Kester
|
$50,001 - $100,000
|
over $100,000
|
||
Karen P. Robards
|
$50,001 - $100,000
|
over $100,000
|
||
Interested Trustees
|
||||
Paul L. Audet
|
None
|
over $100,000
|
||
Henry Gabbay
|
$1 - $10,000
|
over $100,000
|
|
*Includes share equivalents owned under the deferred compensation plan in the Fund by certain Independent Trustees who have participated in the deferred compensation plan of the funds in the Family of Registered Investment Companies.
|
|
**The term "Family of Registered Investment Companies" refers to all registered investment companies advised by the Advisors or an affiliate thereof. Includes share equivalents owned under the deferred compensation plan in the funds in the Family of Registered Investment Companies by certain Independent Trustees who have participated in the deferred compensation plan of the funds in the Family of Registered Investment Companies.
|
8.
|
See Item 18 in Part II.
|
9.
|
See Item 18 in Part II.
|
10.
|
See Item 18 in Part II.
|
11.
|
See Item 18 in Part II.
|
12.
|
See Item 18 in Part II.
|
13.
|
The following table sets forth the aggregate compensation, including deferred compensation amounts, paid to each Independent Trustee and Dr. Gabbay (a Trustee the Fund treats as a "interested person") by the Fund during its most recently completed fiscal year and by the Closed-End Complex for the most recently completed calendar year. See Item 18 in Part II for additional information regarding trustee compensation.
|
Name
|
Aggregate Compensation from the Fund
(Most Recently Completed Fiscal Year)
|
Aggregate Compensation from the Fund and
other BlackRock-Advised Funds in the
Closed-End Complex(1)
(Most Recently Completed Calendar Year)
|
||
Independent Trustees
|
||||
Michael J. Castellano
|
$5,392
|
$275,000 (2)
|
||
Richard E. Cavanagh
|
$7,745
|
$395,000 (3)
|
||
Frank J. Fabozzi
|
$6,274
|
$320,000 (4)
|
||
Kathleen F. Feldstein
|
$4,902
|
$250,000 (5)
|
||
James T. Flynn
|
$5,392
|
$275,000 (6)
|
||
Jerrold B. Harris
|
$5,294
|
$270,000 (7)
|
||
R. Glenn Hubbard
|
$5,098
|
$260,000 (8)
|
||
W. Carl Kester
|
$5,882
|
$300,000 (9)
|
||
Karen P. Robards
|
$7,352
|
$375,000 (10)
|
||
Interested Trustee
|
||||
Henry Gabbay
|
$4,194
|
$212,500 (11)
|
|
(1)
|
Represents the aggregate compensation earned by such persons from the Closed-End Complex during the calendar year ended December 31, 2013. Of this amount, Mr. Castellano, Mr. Cavanagh, Dr. Fabozzi, Dr. Feldstein, Mr. Flynn, Mr. Harris, Dr. Hubbard, Dr. Kester and Ms. Robards deferred $82,500, $37,000, $14,750, $75,000, $137,500, $135,000, $130,000, $75,000 and $35,000, respectively, pursuant to the Closed-End Complex's deferred compensation plan.
|
|
(2)
|
Total amount of deferred compensation payable by the Closed-End Complex to Trustee is $235,579 as of December 31, 2013.
|
|
(3)
|
Total amount of deferred compensation payable by the Closed-End Complex to Trustee is $688,375 as of December 31, 2013.
|
|
(4)
|
Total amount of deferred compensation payable by the Closed-End Complex to Trustee is $606,433 as of December 31, 2013.
|
|
(5)
|
Total amount of deferred compensation payable by the Closed-End Complex to Trustee is $767,918 as of December 31, 2013.
|
|
(6)
|
Total amount of deferred compensation payable by the Closed-End Complex to Trustee is $1,157,009 as of December 31, 2013.
|
|
(7)
|
Total amount of deferred compensation payable by the Closed-End Complex to Trustee is $1,086,495 as of December 31, 2013.
|
|
(8)
|
Total amount of deferred compensation payable by the Closed-End Complex to Trustee is $1,146,290 as of December 31, 2013.
|
|
(9)
|
Total amount of deferred compensation payable by the Closed-End Complex to Trustee is $631,096 as of December 31, 2013.
|
|
(10)
|
Total amount of deferred compensation payable by the Closed-End Complex to Trustee is $560,854 as of December 31, 2013.
|
|
(11)
|
As of December 31, 2013, Dr. Gabbay did not participate in the deferred compensation plan.
|
14.
|
Not applicable.
|
15.
|
See Item 18 in Part II.
|
16.
|
See Item 18 in Part II.
|
17.
|
See Item 18 in Part II.
|
1.
|
Not applicable.
|
2.
|
Unless otherwise indicated, the information set forth below is as of February 28, 2014. To the Fund's knowledge, no person beneficially owned more than 5% of the Fund's outstanding common shares, except as set forth below.
|
Investor
|
Address
|
Common Shares
Held
|
Common Shares
% Held
|
|||
First Trust Portfolios L.P.(1)
|
120 East Liberty Drive
Suite 400
Wheaton, Illinois 60187
|
6,384,116
|
17.28%
|
|||
Morgan Stanley(2)
|
1585 Broadway
New York, NY 10036
|
1,991,297
|
5.40%
|
|||
|
(1)
|
Based on Schedule 13G/A filed with the SEC on January 31, 2014. First Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their Schedule 13G jointly and did not differentiate holdings as to each entity.
|
|
(2)
|
Based on Schedule 13G/A filed with the SEC on February 10, 2014. Morgan Stanley and Morgan Stanley Smith Barney LLC, filed their Schedule 13G jointly and did not differentiate holdings as to each entity.
|
3.
|
See Item 19 in Part II.
|
1.
|
The table below sets forth information about the total advisory fees, net of any applicable fee waiver, paid by the Fund to the Investment Advisor for the last three fiscal years.
|
|
(1)
|
The Investment Advisor voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Fund pays to the Investment Advisor indirectly through its investment in affiliated money market funds. However, the Investment Advisor does not waive its investment advisory fees by the amount of investment advisory fees paid in connection with the Fund's investment in other affiliated investment companies, if any. Pursuant to this arrangement, the figures in the table above reflect waivers by the Investment Advisor of its fees in the amounts of $5,075, $2,198 and $4,615 for the years ended August 31, 2013, August 31, 2012 and August 31, 2011, respectively.
|
|
(2)
|
The Investment Advisor provides investment management and other services to the Subsidiary. The Investment Advisor does not receive separate compensation from the Subsidiary for providing investment management or administrative services. However, the Fund pays the Investment Advisor based on the Fund's net assets which includes the assets of the Subsidiary.
|
For the last three fiscal years, the Investment Advisor did not pay any sub-advisory fees to the Sub-Advisor.
|
|
See Item 9.1, above, and Item 9 and Item 20 in Part II for additional information regarding the Investment Advisor and the Sub-Advisor.
|
|
2.
|
See Item 9.1, above, and Item 9 and Item 20 in Part II.
|
3.
|
Not applicable.
|
4.
|
State Street Bank and Trust Company provides certain administration and accounting services to the Fund pursuant to the Administration Agreement. The table below shows the amounts paid by the Fund to State Street Bank and Trust Company for such services for the last three fiscal years:
|
|
(1)
|
Includes $5,013 paid to the Investment Advisor as reimbursement for certain accounting services. Effective January 1, 2011, the Fund no longer reimburses the Investment Advisor for accounting services.
|
|
See Item 9.1, above, and Item 9 in Part II for additional information regarding the Administration Agreement.
|
5.
|
Not applicable.
|
6.
|
See Item 9 in Part II.
|
7.
|
See Item 9 in Part II.
|
8.
|
Not applicable.
|
1.
|
The following table sets forth information about funds and accounts other than the Fund for which the portfolio managers are primarily responsible for the day-to-day portfolio management as of August 31, 2013:
|
Number of Other Accounts Managed
and Assets by Account Type
|
Number of Other Accounts and
Assets for Which Advisory Fee is
Performance-Based
|
|||||||||||
Name of Portfolio Manager
|
Other
Registered
Investment
Companies
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
Other
Registered
Investment
Companies
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
||||||
Leland Hart
|
7
|
18
|
12
|
0
|
7
|
0
|
||||||
$4.12 Billion
|
$3.9 Billion
|
$3.27 Billion
|
$0
|
$1.16 Billion
|
$0
|
|||||||
James E. Keenan
|
21
|
22
|
24
|
0
|
7
|
4
|
||||||
$19.15 Billion
|
$10.85 Billion
|
$6.84 Billion
|
$0
|
$1.21 Billion
|
$578.7 Million
|
|||||||
C. Adrian Marshall
|
7
|
18
|
12
|
0
|
7
|
0
|
||||||
$4.12 Billion
|
$3.9 Billion
|
$3.27 Billion
|
$0
|
$1.16 Billion
|
$0
|
|||||||
Thomas Musmanno
|
10
|
10
|
184
|
0
|
0
|
1
|
||||||
$5.83 Billion
|
$1.65 Billion
|
$46.85 Billion
|
$0
|
$0
|
$5.83 Million
|
Conflicts of Interest
: Messrs. Hart, Keenan, Marshall, and Musmanno may be managing certain hedge fund and/or long only accounts, or may be part of a team managing certain hedge fund and/or long only accounts subject to incentive fees. Messrs. Hart, Keenan, Marshall, and Musmanno may therefore be entitled to receive a portion of any incentive fees earned on such accounts. See "Portfolio Managers — Potential Material Conflicts of Interest" under Item 21 in Part II.
|
|
2.
|
See Item 21 in Part II for a general overview and description of the structure of, and the method used to determine, the compensation of the portfolio managers. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock. The following sets forth how various components of this compensation structure apply specifically to these portfolio managers as of August 31, 2013.
|
Performance-Based Discretionary Bonus
. Among other things, BlackRock's Chief Investment Officers make a subjective determination with respect to each portfolio manager's compensation based on the performance of the funds and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to Leland Hard and C. Adrian Marshall, such benchmarks for the Fund and other accounts are a combination of market-based indices (e.g., S&P Leveraged All Loan Index), certain customized indices and certain fund industry peer groups. With respect to James E. Keenan, such benchmarks for the Fund and other accounts are a combination of market-based indices (e.g., The Barclays U.S. Corporate High Yield 2% Issuer Cap Index), certain customized indices and certain fund industry peer groups. With respect to Thomas Musmanno, such benchmarks for the Fund and other accounts are a combination of market-based indices (e.g., Bank of America Merrill Lynch U.S. Corporate & Government Index, 1-3 Years), certain customized indices and certain fund industry peer groups.
|
|
Long-Term Incentive Plan Awards
. These portfolio managers have unvested long-term incentive awards.
|
|
Deferred Compensation Program
. Any portfolio manager who is either a managing director or director at BlackRock (which would include these portfolio managers) is eligible to participate in the deferred compensation program.
|
|
Incentive Savings Plan
. All of the eligible portfolio managers are eligible to participate in these plans.
|
|
3.
|
As of August 31, 2013, the portfolio managers beneficially own the following dollar ranges of equity securities in the Fund:
|
Portfolio Manager
|
Dollar Range of Equity Securities of the Fund Beneficially Owned
|
|
Leland Hart
|
None
|
|
James E. Keenan
|
None
|
|
C. Adrian Marshall
|
None
|
|
Thomas Musmanno
|
None
|
1.
|
Information about the brokerage commissions paid by the Fund is set forth in the following table:
|
For the Fiscal Year Ended
|
Aggregate
Brokerage Commissions
|
|||
August 31, 2013
|
$ | 8,507 | ||
August 31, 2012
|
$ | 10,172 | ||
August 31, 2011
|
$ | 5,285 |
|
See Item 22 in Part II for additional information about how the Fund effects portfolio transactions.
|
2.
|
The Advisors may place portfolio transactions, to the extent permitted by law, with brokerage firms affiliated with the Fund and the Advisors, if they reasonably believe that the quality of execution and the commission are comparable to that available from other qualified brokerage firms.
|
|
The Fund has not paid any brokerage commissions to affiliated broker-dealers during the three most recent fiscal years.
|
|
The Fund paid no security lending agent fees to the security lending agent during the Fund's previous three fiscal years.
|
3.
|
See Item 22 in Part II.
|
4.
|
Not applicable.
|
5.
|
The Fund acquired during its most recent fiscal year securities of its regular brokers or dealers, as defined in Rule 10b-1 under the 1940 Act, as set forth below:
|
Broker or Dealer
|
Holdings of Securities
of such Regular
Broker or Dealer
(as of August 31, 2013)
|
|||
Goldman Sachs & Co.
|
$3,400,000
|
|||
Citigroup Global Markets Inc.
|
$1,301,500
|
|||
|
See Item 10.4, above, and "Tax Matters" under Item 10 in Part II.
|
|
[To come by amendment]
|
1.
|
[To come by amendment]
|
(a)
|
Amended and Restated Agreement and Declaration of Trust of the Registrant, dated June 10, 2003
(1)
|
(b)
|
Amended and Restated Bylaws of the Registrant, dated October 28, 2010
(2)
|
(c) | Not applicable |
(d)
|
Form of Specimen Certificate
(3)
|
(e)
|
Automatic Dividend Reinvestment Plan – filed herewith
|
(f)
|
Not applicable
|
(g)(1)
|
Investment Advisory Agreement between the Registrant and BlackRock Advisors, LLC – filed herewith
|
(g)(2)
|
Investment Sub-Advisory Agreement between the Registrant and BlackRock Financial Management, Inc. – filed herewith
|
(h)(1)
|
Form of Distribution Agreement between the Registrant and BlackRock Investments, LLC – to be filed by amendment
|
(h)(2)
|
Form of Sub-Placement Agent Agreement between BlackRock Investments, LLC and UBS Securities LLC – to be filed by amendment
|
(i)
|
Second Amended and Restated Deferred Compensation Plan – filed herewith
|
(j)
|
Custodian Agreement between the Registrant and State Street Bank and Trust Company – filed herewith
|
(k)(1)
|
Transfer Agency and Service Agreement between the Registrant and Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc. – filed herewith
|
(k)(2)
|
Administrative Services Agreement between the Registrant and State Street – filed herewith
|
(k)(3)
|
Securities Lending Agreement – to be filed by amendment
|
(l)
|
Opinion and Consent of Counsel for the Registrant – to be filed by amendment
|
(m)
|
Not applicable
|
(n)
|
Consent of independent registered public accounting firm for the Registrant – to be filed by amendment
|
(o)
|
Not applicable
|
(p)
|
Not applicable
|
(q)
|
Not applicable
|
(r)(1)
|
Code of Ethics of the Registrant – filed herewith
|
(r)(2)
|
Code of Ethics of the Investment Advisor and Sub-Advisor – filed herewith
|
(s)
|
Power of Attorney – filed herewith
|
(1)
|
Incorporated by reference to Exhibit (a) to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2, as filed with the SEC on June 20, 2003.
|
(2)
|
Incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K, as filed with the SEC on October 29, 2010.
|
(3)
|
Incorporated by reference to Exhibit (d) to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2, as filed with the SEC on June 20, 2003.
|
Registration fee
|
$ | |||
NYSE listing fee
|
||||
Printing (other than certificates)
|
||||
Engraving and printing certificates
|
||||
Accounting fees and expenses
|
||||
Legal fees and expenses
|
||||
FINRA fee
|
||||
Miscellaneous
|
||||
Total
|
$ |
Title Of Class
|
Number Of Record Holders
|
|
Common Shares
|
41
|
|
·
|
U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities. U.S. Government securities include securities issued by (a) the FHA, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration and GNMA, whose securities are supported by the full faith and credit of the United States; (b) the FHLBs, Federal Intermediate Credit Banks, and Tennessee Valley Authority, whose securities are supported by the right of the agency to borrow from the U.S. Treasury; (c) FNMA, whose securities are supported by the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association, whose securities are supported only by its credit. While the U.S. Government provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not so obligated by law.
|
|
·
|
Certificates of deposit issued against funds deposited in a bank or a savings and loan association. Such certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable. The issuer of a certificate of deposit agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Certificates of deposit purchased by the Fund may not be fully insured by the Federal Deposit Insurance Corporation.
|
|
·
|
Repurchase agreements, which involve purchases of debt securities.
|
|
·
|
Commercial paper, which consists of short-term unsecured promissory notes, including variable rate master demand notes issued by corporations to finance their current operations. Master demand notes are direct lending arrangements between the Fund and a corporation. There is no secondary market for such notes. However, they are redeemable by the Fund at any time. The Advisors will consider the financial condition of the corporation (e.g., earning power, cash flow and other liquidity ratios) and will continuously monitor the corporation's ability to meet all of its financial obligations, because the Fund's liquidity might be impaired if the corporation were unable to pay principal and interest on demand.
|
|
·
|
moratoriums on interest rate increases for certain mortgage loans and on foreclosure proceedings;
|
|
·
|
conversions of ARMs to fixed-rate mortgages (including in connection with government-backed refinancings of individual mortgage loans), with potential workouts to provide borrowers with equity stakes in their homes;
|
|
·
|
increased scrutiny of mortgage originations (including mortgage loans in which the Fund may own an interest through non-agency RMBS) and foreclosure proceedings;
|
|
·
|
additional registration and licensing requirements for mortgage brokers, lenders and others involved in the mortgage industry; and
|
|
·
|
greater relief to homeowners under the U.S. Bankruptcy Code or other federal or state laws, including relief to stay or delay the foreclosure of residential mortgage loans or to modify payment terms, including interest rates and repayment periods, of residential mortgage loans, over a lender's objections, as the result of a "cramdown," which decreases the debt's value to as low as the collateral's fair market value.
|
|
·
|
the likelihood of greater volatility of NAV, market price and dividend rate of the common shares than a comparable portfolio without leverage;
|
|
·
|
the risk that fluctuations in interest rates on borrowings and short-term debt or in the interest or dividend rates on any leverage that the Fund must pay will reduce the return to the common shareholders;
|
|
·
|
the effect of leverage in a declining market, which is likely to cause a greater decline in the NAV of the common shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the common shares;
|
|
·
|
when the Fund uses financial leverage, the management fee and sub-advisory fee payable to the Advisors will be higher than if the Fund did not use leverage; and
|
|
·
|
leverage may increase operating costs, which may reduce total return.
|
|
·
|
Credit Risk
—the risk that the counterparty in a derivative transaction will be unable to honor its financial obligation to the Fund, or the risk that the reference entity in a derivative will not be able to honor its financial obligations. In particular, derivatives traded in over-the-counter ("OTC") markets often are not guaranteed by an exchange or clearing corporation and often do not require payment of margin, and to the
|
|
·
|
Currency Risk
—the risk that changes in the exchange rate between two currencies will adversely affect the value (in U.S. dollar terms) of an investment.
|
|
·
|
Leverage Risk—
the risk associated with certain types of investments or trading strategies (such as, for example, borrowing money to increase the amount of investments) that relatively small market movements may result in large changes in the value of an investment. Certain transactions in derivatives (such as futures transactions or sales of put options) involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund. When the Fund engages in such a transaction, the Fund will designate on its books and records liquid assets with a value at least equal to the Fund's exposure, on a mark-to-market basis, to the transaction (as calculated pursuant to requirements of the SEC). Such designation will ensure that the Fund has assets available to satisfy its obligations with respect to the transaction, but will not limit the Fund's exposure to loss.
|
|
·
|
Liquidity Risk—
the risk that certain securities may be difficult or impossible to sell at the time that the Fund would like or at the price that the Fund as seller believes the security is currently worth. There can be no assurance that, at any specific time, either a liquid secondary market will exist for a derivative or the Fund will otherwise be able to sell such instrument at an acceptable price. It may, therefore, not be possible to close a position in a derivative without incurring substantial losses, if at all. The absence of liquidity may also make it more difficult for the Fund to ascertain a market value for such instruments. Although both OTC and exchange-traded derivatives markets may experience a lack of liquidity, certain derivatives traded in OTC markets, including indexed securities, swaps and OTC options, involve substantial liquidity risk. The illiquidity of the derivatives markets may be due to various factors, including congestion, disorderly markets, limitations on deliverable supplies, the participation of speculators, government regulation and intervention, and technical and operational or system failures. In addition, the liquidity of a secondary market in an exchange-traded derivative contract may be adversely affected by "daily price fluctuation limits" established by the exchanges that limit the amount of fluctuation in an exchange-traded contract price during a single trading day. Once the daily limit has been reached in the contract, no trades may be entered into at a price beyond the limit, thus preventing the liquidation of open positions. Prices have in the past moved beyond the daily limit on a number of consecutive trading days. If it is not possible to close an open derivative position entered into by the Fund, the Fund would continue to be required to make daily cash payments of variation margin in the event of adverse price movements. In such a situation, if the Fund has insufficient cash, it may have to sell portfolio securities to meet daily variation margin requirements at a time when it may be disadvantageous to do so.
|
|
·
|
Correlation Risk—
the risk that changes in the value of a derivative will not match the changes in the value of the portfolio holdings that are being hedged or of the particular market or security to which the Fund seeks exposure through the use of the derivative. There are a number of factors which may prevent a derivative instrument from achieving the desired correlation (or inverse correlation) with an underlying asset, rate or index, such as the impact of fees, expenses and transaction costs, the timing of pricing, and disruptions or illiquidity in the markets for such derivative instrument.
|
|
·
|
Index Risk—
If the derivative is linked to the performance of an index, it will be subject to the risks associated with changes in that index. If the index changes, the Fund could receive lower interest payments or experience a reduction in the value of the derivative to below the price that the Fund paid for such derivative. Certain indexed securities, including inverse securities (which move in an opposite direction to the index), may create leverage, to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index.
|
|
·
|
Volatility Risk
—the risk that the Fund's use of derivatives may reduce income or gain and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price over a defined time period. The Fund could suffer losses related to its derivative positions as a result of unanticipated market movements, which losses are potentially unlimited.
|
|
·
|
the merger or consolidation of the Fund or any subsidiary of the Fund with or into any Principal Shareholder;
|
|
·
|
the issuance of any securities of the Fund to any Principal Shareholder for cash (other than pursuant to any automatic dividend reinvestment plan);
|
|
·
|
the sale, lease or exchange of all or any substantial part of the assets of the Fund to any Principal Shareholder, except assets having an aggregate fair market value of less than $1,000,000, aggregating for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period; or
|
|
·
|
the sale, lease or exchange to the Fund or any subsidiary of the Fund, in exchange for securities of the Fund, of any assets of any Principal Shareholder, except assets having an aggregate fair market value of less than $1,000,000, aggregating for purposes of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period.
|
Name, Address
and Year of Birth
|
Position(s)
Held with
Fund
|
Length
of Time
Served
2
|
Principal Occupation(s)
During Past Five Years
|
Number of BlackRock-Advised Registered Investment Companies ("RICs") Consisting of Investment Portfolios ("Portfolios")
Overseen
3
|
Other Public Company or
Investment Company Directorships Held During Past Five Years
|
|||||
Independent Trustees
1
|
||||||||||
Richard E. Cavanagh
55 East 52nd Street
New York, NY
10055
1946
|
Chairman of
the Board
and Trustee
|
Since 2007
|
Trustee, Aircraft Finance Trust from 1999 to 2009; Director, The Guardian Life Insurance Company of America since 1998; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008 and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995 to 2007.
|
82 RICs consisting of 82 Portfolios
|
Arch Chemical (chemical and allied products) from 1999 to 2011
|
|||||
Karen P. Robards
55 East 52nd Street
New York, NY 10055
1950
|
Vice Chairperson of the Board, Chairperson of the Audit Committee
and Trustee
|
Since 2007
|
Partner of Robards & Company, LLC (financial advisory firm) since 1987; Co-founder and Director of the Cooke Center for Learning and Development (a not-for-profit organization) since 1987; Director of Care Investment Trust, Inc. (health care real estate investment trust) from 2007 to 2010; Investment Banker at Morgan Stanley from 1976 to 1987.
|
82 RICs consisting of 82 Portfolios
|
AtriCure, Inc. (medical devices) since 2000; Greenhill & Co., Inc. since 2013
|
|||||
Michael J. Castellano
55 East 52nd Street
New York, NY 10055
1946
|
Trustee and Member of the Audit Committee
|
Since 2011
|
Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious (non-profit) since 2009; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012.
|
82 RICs consisting of 82 Portfolios
|
None
|
|||||
Frank J. Fabozzi
55 East 52nd Street
New York, NY 10055
1948
|
Trustee and Member of the Audit Committee
|
Since 2007
|
Editor of and Consultant for The Journal of Portfolio Management since 2006; Professor of Finance, EDHEC Business School since 2011; Professor in the Practice of Finance and Becton Fellow, Yale University School of Management from 2006 to 2011; Adjunct Professor of Finance and Becton Fellow, Yale University from 1994 to 2006.
|
82 RICs consisting of 82 Portfolios
|
None
|
|||||
Kathleen F. Feldstein
55 East 52nd Street
New York, NY 10055
1941
|
Trustee
|
Since 2007
|
President of Economics Studies, Inc. (private economic consulting firm) since 1987; Chair, Board of Trustees, McLean Hospital from 2000 to 2008 and Trustee Emeritus thereof since 2008; Member of the Board of Partners Community Healthcare, Inc. from 2005 to 2009; Member of the Corporation of Partners HealthCare since 1995; Trustee, Museum of Fine Arts, Boston since 1992; Member of the Visiting Committee to the Harvard University Art Museum since 2003; Director, Catholic Charities of Boston since 2009.
|
82 RICs consisting of 82 Portfolios
|
The McClatchy Company (publishing) since 2006
|
|||||
James T. Flynn
55 East 52nd Street
New York, NY 10055
1939
|
Trustee and Member of the Audit Committee
|
Since 2007
|
Chief Financial Officer of JPMorgan & Co., Inc. from 1990 to 1995.
|
82 RICs consisting of 82 Portfolios
|
None
|
|||||
Jerrold B. Harris
55 East 52nd Street
New York, NY 10055
1942
|
Trustee
|
Since 2007
|
Trustee, Ursinus College since 2000; Director, Troemner LLC (scientific equipment) since 2000; Director, Ducks Unlimited, Inc. (conservation) since 2013; Director of Delta Waterfowl Foundation from 2010 to 2012; President and Chief Executive Officer, VWR Scientific Products Corporation from 1990 to 1999.
|
82 RICs consisting of 82 Portfolios
|
BlackRock Kelso Capital Corp. (business development company) since 2004
|
Name, Address
and Year of Birth
|
Position(s)
Held with
Fund
|
Length
of Time
Served
2
|
Principal Occupation(s)
During Past Five Years
|
Number of BlackRock-Advised Registered Investment Companies ("RICs") Consisting of Investment Portfolios ("Portfolios")
Overseen
3
|
Other Public Company or
Investment Company Directorships Held During Past Five Years
|
|||||
R. Glenn Hubbard
55 East 52nd Street
New York, NY 10055
1958
|
Trustee
|
Since 2007
|
Dean, Columbia Business School since 2004; Faculty member, Columbia Business School since 1988.
|
82 RICs consisting of 82 Portfolios
|
ADP (data and information services) since 2004; KKR Financial Corporation (finance) since 2004; Metropolitan Life Insurance Company (insurance) since 2007
|
|||||
W. Carl Kester
55 East 52nd Street
New York, NY 10055
1951
|
Trustee and Member of the Audit Committee
|
Since 2007
|
George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981.
|
82 RICs consisting of 82 Portfolios
|
None
|
|||||
Interested Trustees
4
|
||||||||||
Paul L. Audet
55 East 52nd Street
New York, NY 10055
1953
|
Trustee
|
Since 2011
|
Senior Managing Director of BlackRock and Head of U.S. Mutual Funds since 2011; Chair of the U.S. Mutual Funds Committee reporting to the Global Executive Committee since 2011; Head of BlackRock's Real Estate business from 2008 to 2011; Member of BlackRock's Global Operating and Corporate Risk Management Committees and of the BlackRock Alternative Investors Executive Committee and Investment Committee for the Private Equity Fund of Funds business since 2008; Head of BlackRock's Global Cash Management business from 2005 to 2010; Acting Chief Financial Officer of BlackRock from 2007 to 2008; Chief Financial Officer of BlackRock from 1998 to 2005.
|
144 RICs consisting of 330 Portfolios
|
None
|
|||||
Henry Gabbay
55 East 52nd Street
New York, NY 10055
1947
|
Trustee
|
Since 2007
|
Consultant, BlackRock from 2007 to 2008; Managing Director, BlackRock from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Bond Allocation Target Shares from 2005 to 2007; Treasurer of certain closed-end funds in the BlackRock fund complex from 1989 to 2006.
|
144 RICs consisting of 330 Portfolios
|
None
|
1
|
Independent Trustees serve until their resignation, removal or death, or until December 31 of the year in which they turn 74. The maximum age limitation may be waived as to any Trustee by action of a majority of the Trustees upon finding a good cause thereof. In 2013, the Board unanimously approved extending the mandatory retirement age for James T. Flynn by one additional year, which the Board believed would be in the best interest of shareholders. Mr. Flynn can serve until December 31 of the year in which he turns 75. Mr. Flynn turns 75 in 2014.
|
|
2
|
Date shown is the earliest date a person has served for the funds in the Closed-End Complex. Following the combination of Merrill Lynch Investment Managers, L.P. ("MLIM") and BlackRock, Inc. ("BlackRock") in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Trustees as joining the board of the Closed-End Complex in 2007, those Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; Kathleen F. Feldstein, 2005; James T. Flynn, 1996; Jerrold B. Harris, 1999; R. Glenn Hubbard, 2004; W. Carl Kester, 1995 and Karen P. Robards, 1998.
|
|
3
|
For purposes of this chart, "RICs" refers to registered investment companies and "Portfolios" refers to the investment programs of the BlackRock-Advised Funds. The Closed-End Complex, including the Fund, is comprised of 82 RICs.
|
|
4
|
Mr. Audet is an "interested person," as defined in the 1940 Act, of the Fund based on his position with BlackRock and its affiliates as well as his ownership of BlackRock securities. Mr. Gabbay is an "interested person" of the Fund based on his ownership of BlackRock and The PNC Financial Services Group, Inc. securities. Mr. Audet and Mr. Gabbay are also board members of two complexes of BlackRock registered open-end funds, the BlackRock Equity-Liquidity Complex and the BlackRock Equity-Bond Complex. Interested Trustees of the BlackRock Closed-End Complex serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. The maximum age limitation may be waived as to any Trustee by action of a majority of the Trustees upon finding a good cause thereof.
|
Trustee
|
Experience, Qualifications and Skills
|
|
Richard E. Cavanagh
|
Mr. Cavanagh brings to the Board a wealth of practical business knowledge and leadership as an experienced director/trustee of various public and private companies. In particular, because Mr. Cavanagh served for over a decade as President and Chief Executive Officer of The Conference Board, Inc., a global business research organization, he is able to provide the Board with expertise about business and economic trends and governance practices. Mr. Cavanagh created the "blue ribbon" Commission on Public Trust and Private Enterprise in 2002, which recommended corporate governance enhancements. Mr. Cavanagh's service as a director of The Guardian Life Insurance Company of America and as a senior advisor and director of The Fremont Group provides added insight into investment trends and conditions. Mr. Cavanagh's long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Mr. Cavanagh's independence from the Fund and the Fund's investment advisor enhances his service as Chair of the Board, Chair of the Leverage Committee, Chair of the Executive Committee and as a member of the Governance and Nominating Committee, Compliance Committee and Performance Oversight Committee.
|
|
Karen P. Robards
|
The Board benefits from Ms. Robards's many years of experience in investment banking and the financial advisory industry where she obtained extensive knowledge of the capital markets and advised clients on corporate finance transactions, including mergers and acquisitions and the issuance of debt and equity securities. Ms. Robards's prior position as an investment banker at Morgan Stanley provides useful oversight of the Fund's investment decisions and investment valuation processes. Additionally, Ms. Robards's experience derived from serving as a director of Care Investment Trust, Inc., a health care real estate investment trust, provides the Board with the benefit of her experience with the management practices of other financial companies. Ms. Robards's long-standing service on the boards of the Closed-End Complex also provides her with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Ms. Robards's knowledge of financial and accounting matters qualifies her to serve as Vice Chair of the Board and as the Chair of the Fund's Audit
|
Trustee
|
Experience, Qualifications and Skills
|
|
Committee. Ms. Robards's independence from the Fund and the Fund's investment advisor enhances her service as a member of the Performance Oversight Committee, Executive Committee, Governance and Nominating Committee and Leverage Committee.
|
||
Michael J. Castellano
|
The Board benefit from Mr. Castellano's career in accounting which spans over forty years. Mr. Castellano has served as Chief Financial Officer of Lazard Ltd. and as a Managing Director and Chief Financial Officer of Lazard Group. Prior to joining Lazard, Mr. Castellano held various senior management positions at Merrill Lynch & Co., including Senior Vice President—Chief Control Officer for Merrill Lynch's capital markets businesses, Chairman of Merrill Lynch International Bank and Senior Vice President—Corporate Controller. Prior to joining Merrill Lynch & Co., Mr. Castellano was a partner with Deloitte & Touche where he served a number of investment banking clients over the course of his 24 years with the firm. Mr. Castellano's knowledge of financial and accounting matters qualifies him to serve as a member of the Fund's Audit Committee. Mr. Castellano's independence from the Fund and the Fund's investment advisor enhances his service as a member of the Audit Committee, Governance and Nominating Committee and Performance Oversight Committee.
|
|
Frank J. Fabozzi
|
Dr. Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society's Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award given by the CFA Institute. The Board benefits from Dr. Fabozzi's experiences as a professor and author in the field of finance. Dr. Fabozzi's experience as a Professor of Finance at EDHEC Business School, as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrate his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry. Dr. Fabozzi's long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Fund, its operations and the business and regulatory issues facing the Fund. Moreover, Dr. Fabozzi's knowledge of financial and accounting matters qualifies him to serve as a member of the Fund's Audit Committee. Dr. Fabozzi's independence from the Fund and the Fund's investment advisor enhances his service as Chair of the Performance Oversight Committee and as a member of the Governance and Nominating Committee and Leverage Committee.
|
|
Kathleen F. Feldstein
|
Dr. Feldstein, who serves as President of Economics Studies, Inc., an economic consulting firm, benefits the Board by providing business leadership and experience and knowledge of economics. The Board benefits from Dr. Feldstein's experience as a director/trustee of publicly traded and private companies, including financial services, technology and telecommunications companies. Dr. Feldstein's long-standing service on the boards of the Closed-End Complex also provides her with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. In addition, Dr. Feldstein's independence from the Fund and the Fund's investment advisor enhances her service as a member of the Compliance Committee, Governance and Nominating Committee and Performance Oversight Committee.
|
|
James T. Flynn
|
Mr. Flynn brings to the Board a broad and diverse knowledge of business and capital markets as a result of his many years of experience in the banking and financial
|
Trustee
|
Experience, Qualifications and Skills
|
|
industry. Mr. Flynn's five years as the Chief Financial Officer of JP Morgan & Co. provide the Board with experience on financial reporting obligations and oversight of investments. Mr. Flynn's long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Mr. Flynn's knowledge of financial and accounting matters qualifies him to serve as a member of the Fund's Audit Committee. Mr. Flynn's independence from the Fund and the Fund's investment advisor enhances his service as a member of the Governance and Nominating Committee and Performance Oversight Committee.
|
||
Jerrold B. Harris
|
Mr. Harris's time as President and Chief Executive Officer of VWR Scientific Products Corporation brings to the Board business leadership and experience and knowledge of the chemicals industry and national and international product distribution. Mr. Harris's position as a director of BlackRock Kelso Capital Corporation brings to the Board the benefit of his experience as a director of a business development company governed by the 1940 Act and allows him to provide the Board with added insight into the management practices of other financial companies. Mr. Harris's long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Fund, its operations and the business and regulatory issues facing the Fund. Mr. Harris's independence from the Fund and the Fund's investment advisor fosters his role as Chair of the Compliance Committee and as a member of the Governance and Nominating Committee and Performance Oversight Committee.
|
|
R. Glenn Hubbard
|
Dr. Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard serves as the Dean of Columbia Business School, has served as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr. Hubbard's experience as an advisor to the President of the United States adds a dimension of balance to the Fund's governance and provides perspective on economic issues. Dr. Hubbard's service on the Board of KKR Financial Corporation, ADP and Metropolitan Life Insurance Company provides the Board with the benefit of his experience with the management practices of other financial companies. Dr. Hubbard's long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Dr. Hubbard's independence from the Fund and the Fund's investment advisor enhances his service as the Chair of the Governance and Nominating Committee and a member of the Compliance Committee and Performance Oversight Committee.
|
|
W. Carl Kester
|
The Board benefit from Dr. Kester's experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School adds to the Board a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, including co-editing a leading volume of finance case studies used worldwide. Dr. Kester's long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Dr. Kester's knowledge of financial and accounting matters qualifies him to serve as a member of the Fund's Audit Committee. In addition, Dr. Kester's independence from the Fund and the Fund's investment advisor enhances his service as a member of the Governance and Nominating Committee, Performance Oversight Committee and the Leverage Committee.
|
Trustee
|
Experience, Qualifications and Skills
|
|
Paul L. Audet
|
Mr. Audet has a wealth of experience in the investment management industry, including more than 13 years with BlackRock and over 30 years in finance and asset management. He also has expertise in finance, as demonstrated by his positions as Chief Financial Officer of BlackRock and head of BlackRock's Global Cash Management business. Mr. Audet currently is a member of BlackRock's Global Operating and Corporate Risk Management Committees, the BlackRock Alternative Investors Executive Committee and the Investment Committee for the Private Equity Fund of Funds. Prior to joining BlackRock, Mr. Audet was the Senior Vice President of Finance at PNC Bank Corp. and Chief Financial Officer of the investment management and mutual fund processing businesses and head of PNC's Mergers & Acquisitions Unit. Mr. Audet serves as a member of the Executive Committee.
|
|
Henry Gabbay
|
The Board benefits from Dr. Gabbay's many years of experience in administration, finance and financial services operations. Dr. Gabbay's experience as a Managing Director of BlackRock, Chief Administrative Officer of BlackRock Advisors, LLC and President of BlackRock Funds provides the Board with insight into investment company operational, financial and investment matters. Dr. Gabbay's former positions as Chief Administrative Officer of BlackRock Advisors, LLC and as Treasurer of certain closed-end funds in the Closed-End Complex provide the Board with direct knowledge of the operations of the Fund and its investment advisor. Dr. Gabbay's long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Dr. Gabbay serves as a member of the Leverage Committee.
|
|
·
|
Increases the independent oversight of the Fund and enhances the Board's objective evaluation of the Chief Executive Officer
|
|
·
|
Allows the Chief Executive Officer to focus on the Fund's operations instead of Board administration
|
|
·
|
Provides greater opportunities for direct and independent communication between shareholders and the Board
|
|
·
|
Provides an independent spokesman for the Fund
|
Name, Address
and Year of Birth
|
Position(s) Held
with Fund
|
Length of
Time
Served
*
|
Principal Occupations(s)
During Past 5 Years
|
|||
John Perlowski
55 East 52nd Street
New York, NY 10055
1964
|
President and Chief Executive Officer
|
Since 2011
|
Managing Director of BlackRock, Inc. since 2009; Global Head of BlackRock Fund Administration since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009.
|
Name, Address
and Year of Birth
|
Position(s) Held
with Fund
|
Length of
Time
Served
*
|
Principal Occupations(s)
During Past 5 Years
|
|||
Brendan Kyne
55 East 52nd Street New York, NY 10055
1977
|
Vice President
|
Since 2009
|
Managing Director of BlackRock, Inc. since 2010; Director of BlackRock, Inc. from 2008 to 2009; Head of Product Development and Management for BlackRock's U.S. Retail Group since 2009; Co-head of Product Development and Management for BlackRock's U.S. Retail Group from 2007 to 2009.
|
|||
Robert W. Crothers
55 East 52nd Street New York, NY 10055
1981
|
Vice President
|
Since 2012
|
Director of BlackRock, Inc. since 2011; Vice President of BlackRock, Inc. from 2008 to 2010; Associate of BlackRock, Inc. from 2006 to 2008.
|
|||
Neal J. Andrews
55 East 52nd Street New York, NY 10055
1966
|
Chief Financial Officer
|
Since 2007
|
Managing Director of BlackRock, Inc. since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (US) Inc. from 1992 to 2006.
|
|||
Jay M. Fife
55 East 52nd Street New York, NY 10055
1970
|
Treasurer
|
Since 2007
|
Managing Director of BlackRock, Inc. since 2007; Director of BlackRock, Inc. in 2006; Assistant Treasurer of the MLIM and Fund Asset Management L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006.
|
|||
Brian P. Kindelan
55 East 52nd Street
New York, NY 10055
1959
|
Chief Compliance Officer ("CCO") and Anti-Money Laundering Officer
|
Since 2007
|
CCO of the BlackRock-Advised Funds since 2007; Managing Director and Senior Counsel of BlackRock, Inc. since 2005.
|
|||
Janey Ahn
55 East 52nd Street
New York, NY 10055
1975
|
Secretary
|
Since 2012
|
Director of BlackRock, Inc. since 2009; Vice President of BlackRock, Inc. from 2008 to 2009; Assistant Secretary of the funds in the Closed-End Complex from 2008 to 2012.
|
|
·
|
Section Sections 10 and 11 of the Registrant's Investment Management Agreement
|
|
·
|
Sections 9 and 10 of the Registrant's Sub-Advisory Agreement
|
|
·
|
Section of the Registrant's Distribution Agreement with the Distributor
|
1.
|
The Registrant hereby undertakes to suspend the offering of its units until it amends its prospectus if (a) subsequent to the effective date of its registration statement, the net asset value declines more than
|
10 percent from its net asset value as of the effective date of the Registration Statement or (b) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.
|
||||
2.
|
Not applicable.
|
|||
3.
|
Not applicable.
|
|||
4.
|
The Registrant undertakes:
|
|||
a.
|
to file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement (1) to include any prospectus required by Section 10(a)(3) of the 1933 Act; (2) to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (3) and to include any material information with respect to any plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
|||
b.
|
that for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
|
|||
c.
|
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
|
|||
d.
|
that, for the purpose of determining liability under the 1933 Act to any purchaser, if the Registrant is subject to Rule 430C: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; PROVIDED, HOWEVER, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
|
|||
e.
|
that, for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act; (2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
|||
5.
|
If applicable:
|
|||
a.
|
for the purpose of determining any liability under the 1933 Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 497(h) under the 1933 Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
|
|||
b.
|
for the purpose of determining any liability under the 1933 Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|||
6.
|
Not applicable.
|
|
·
|
likelihood of payment – capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;
|
|
·
|
nature of and provisions of the obligation; and
|
|
·
|
protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.
|
|
AAA
|
An obligation rated "AAA" has the highest rating assigned by S&P. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.
|
|
AA
|
An obligation rated "AA" differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
|
|
A
|
An obligation rated "A" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
|
|
BBB
|
An obligation rated "BBB" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
|
|
BB
|
An obligation rated "BB" is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation.
|
|
B
|
An obligation rated "B" is more vulnerable to nonpayment than obligations rated "BB," but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on the obligation.
|
|
CCC
|
An obligation rated "CCC" is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
|
|
CC
|
An obligation rated "CC" is currently highly vulnerable to nonpayment.
|
|
C
|
A "C" rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the "C" rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument's terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
|
|
D
|
An obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation's rating is lowered to "D" upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
|
|
NR
|
This indicates that no rating has been requested, that there is insufficient information on which to base a rating or that S&P does not rate a particular obligation as a matter of policy.
|
|
A-1
|
A short-term obligation rated "A-1" is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.
|
|
A-2
|
A short-term obligation rated "A-2" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial commitment on the obligation is satisfactory.
|
|
A-3
|
A short-term obligation rated "A-3" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
|
|
B
|
A short-term obligation rated "B" is regarded as having significant speculative characteristics. Ratings of "B-1," "B-2" and "B-3" may be assigned to indicate finer distinctions within the "B" category. The obligor currently has the capacity to meet its financial commitment on the
|
|
B-1
|
A short-term obligation rated "B-1" is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
|
|
B-2
|
A short-term obligation rated "B-2" is regarded as having significant speculative characteristics and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
|
|
B-3
|
A short-term obligation rated "B-3" is regarded as having significant speculative characteristics and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
|
|
C
|
A short-term obligation rated "C" is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.
|
|
D
|
A short-term obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The "D" rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
|
|
i
|
This subscript is used for issues in which the credit factors, terms, or both, that determine the likelihood of receipt of payment of interest are different from the credit factors, terms or both that determine the likelihood of receipt of principal on the obligation. The "i" subscript indicates that the rating addresses the interest portion of the obligation only. The "i" subscript will always be used in conjunction with the "p" subscript, which addresses likelihood of receipt of principal. For example, a rated obligation could be assigned ratings of "AAAp NRi" indicating that the principal portion is rated "AAA" and the interest portion of the obligation is not rated.
|
|
L
|
Ratings qualified with "L" apply only to amounts invested up to federal deposit insurance limits.
|
|
p
|
This subscript is used for issues in which the credit factors, the terms, or both, that determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation. The "p" subscript indicates that the rating addresses the principal portion of the obligation only. The "p" subscript will always be used in conjunction with the "i" subscript, which addresses likelihood of receipt of interest. For example, a rated obligation could be assigned ratings of "AAAp NRi" indicating that the principal portion is rated "AAA" and the interest portion of the obligation is not rated.
|
|
pi
|
Ratings with a "pi" subscript are based on an analysis of an issuer's published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuer's management and therefore may be based on less comprehensive information than ratings without a "pi" subscript. Ratings with a "pi" subscript are reviewed annually based on a new year's financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuer's credit quality.
|
|
prelim
|
Preliminary ratings, with the "prelim" qualifier, may be assigned to obligors or obligations, including financial programs, in the circumstances described below. Assignment of a final rating is conditional on the receipt by S&P of appropriate documentation. S&P reserves the right not to issue a final rating. Moreover, if a final rating is issued, it may differ from the preliminary rating.
|
|
•
|
Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.
|
|
•
|
Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with S&P policies.
|
|
•
|
Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor's emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post-bankruptcy issuer as well as attributes of the anticipated obligation(s).
|
|
•
|
Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in S&P's opinion, documentation is close to final. Preliminary ratings may also be assigned to these entities' obligations.
|
|
•
|
Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, S&P would likely withdraw these preliminary ratings.
|
|
•
|
A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.
|
|
t
|
This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and cash settle all their contracts before their final maturity date.
|
|
uns(…)
|
Unsolicited ratings are those credit ratings assigned at the initiative of S&P and not at the request of the issuer or its agents.
|
|
•
|
Amortization schedule – the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
|
|
•
|
Source of payment – the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
|
|
Note rating symbols are as follows:
|
|
SP-1
|
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
|
|
SP-2
|
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
|
|
SP-3
|
Speculative capacity to pay principal and interest.
|
|
Aaa
|
Obligations rated "Aaa" are judged to be of the highest quality, with minimal credit risk.
|
|
Aa
|
Obligations rated "Aa" are judged to be of high quality and are subject to very low credit risk.
|
|
A
|
Obligations rated "A" are considered upper-medium grade and are subject to low credit risk.
|
|
Baa
|
Obligations rated "Baa" are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.
|
|
Ba
|
Obligations rated "Ba" are judged to have speculative elements and are subject to substantial credit risk.
|
|
B
|
Obligations rated "B" are considered speculative and are subject to high credit risk.
|
|
Caa
|
Obligations rated "Caa" are judged to be of poor standing and are subject to very high credit risk.
|
|
Ca
|
Obligations rated "Ca" are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
|
|
C
|
Obligations rated "C" are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
|
|
P-1
|
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
|
|
P-2
|
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
|
|
P-3
|
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
|
|
NP
|
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
|
|
MIG1
|
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
|
|
MIG2
|
This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
|
|
MIG3
|
This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
|
|
SG
|
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
|
|
e
|
Expected ratings. To address market demand for timely information on particular types of credit ratings, Moody's has licensed to certain third parties the right to generate "Expected Ratings." Expected Ratings are designated by an "e" after the rating code, and are intended to anticipate Moody's forthcoming rating assignments based on reliable information from third-party sources (such as the issuer or underwriter associated with the particular securities) or established Moody's rating practices (i.e., medium term notes are typically, but not always, assigned the same rating as the note's program rating). Expected Ratings will exist only until Moody's confirms the Expected Rating, or issues a different rating for the relevant instrument. Moody's encourages market participants to contact Moody's Ratings Desk or visit www.moodys.com if they have questions regarding Expected Ratings, or wish Moody's to confirm an Expected Rating.
|
|
(P)
|
Provisional Ratings. As a service to the market and at the request of an issuer, Moody's will often assign a provisional rating when the assignment of a final rating is subject to the fulfillment of contingencies but it is highly likely that the rating will become definitive after all documents are received or an obligation is issued into the market. A provisional rating is denoted by placing a (P) in front of the rating. Such ratings are typically assigned to shelf registrations under SEC rule 415 or transaction-based structures that require investor education. When a transaction uses a well-established structure and the transaction's structure and terms are not expected to change prior to sale in a manner that would affect the rating, a definitive rating may be assigned directly.
|
|
#
|
Refundeds. Issues that are secured by escrowed funds held in trust, reinvested in direct, non-callable US government obligations or non-callable obligations unconditionally guaranteed by the US Government or Resolution Funding Corporation are identified with a # (hatch mark) symbol, (e.g. #Aaa).
|
|
WR
|
Withdrawn. When Moody's no longer rates an obligation on which it previously maintained a rating, the symbol WR is employed. Please see Moody's Guidelines for the Withdrawal of Ratings, available on www.moodys.com.
|
|
TWR
|
Terminated Without Rating. The symbol TWR applies primarily to issues that mature or are redeemed without having been rated.
|
BLACKROCK LIMITED DURATION INCOME TRUST
|
|||
By:
|
/s/ John Perlowski
|
||
John Perlowski
|
|||
President and Chief Executive Officer
|
Signature
|
Title
|
/s/ John Perlowski
|
|
John Perlowski
|
President and Chief Executive Officer
|
/s/ Neal J. Andrews
|
|
Neal J. Andrews
|
Chief Financial Officer
|
*
|
|
Richard E. Cavanagh
|
Trustee
|
*
|
|
Karen P. Robards
|
Trustee
|
*
|
|
Michael J. Castellano
|
Trustee
|
*
|
|
Frank J. Fabozzi
|
Trustee
|
*
|
|
Kathleen F. Feldstein
|
Trustee
|
*
|
|
James T. Flynn
|
Trustee
|
*
|
|
Jerrold B. Harris
|
Trustee
|
*By:
|
/s/ John Perlowski
|
|
John Perlowski
|
||
as Attorney-in-Fact
|
(e)
|
Automatic Dividend Reinvestment Plan
|
(g)(1)
|
Investment Advisory Agreement between the Registrant and BlackRock Advisors, LLC
|
(g)(2)
|
Investment Sub-Advisory Agreement between the Registrant and BlackRock Financial Management, Inc.
|
(i)
|
Second Amended and Restated Deferred Compensation Plan
|
(j)
|
Custodian Agreement between the Registrant and State Street Bank and Trust Company
|
(k)(1)
|
Transfer Agency and Service Agreement between the Registrant and Computershare Trust Company, N.A. and Computershare Shareholder Services, Inc.
|
(k)(2)
|
Administrative Services Agreement between the Registrant and State Street
|
(r)(1)
|
Code of Ethics of the Registrant
|
(r)(2)
|
Code of Ethics of the Investment Advisor and Sub-Advisor
|
(s)
|
Power of Attorney
|
By and on behalf of
|
||
BLACKROCK LIMITED DURATION INCOME TRUST
|
||
By: John Perlowski
|
||
Title: President and Chief Executive Officer
|
BLACKROCK LIMITED DURATION INCOME TRUST
|
|||
By:
|
/s/ Anne F. Ackerley
|
||
Name:
|
Anne F. Ackerley
|
||
Title:
|
Vice President
|
BLACKROCK ADVISORS, LLC
|
|||
By:
|
/s/ Henry Gabbay
|
||
Name:
|
Henry Gabbay
|
||
Title:
|
Managing Director
|
BLACKROCK ADVISORS, LLC
|
|||
By:
|
/s/ Henry Gabbay
|
||
Name:
|
Henry Gabbay
|
||
Title:
|
Managing Director
|
BLACKROCK FINANCIAL MANAGEMENT, INC.
|
|||
By:
|
/s/ Henry Gabbay
|
||
Name:
|
Henry Gabbay
|
||
Title:
|
Managing Director
|
BLACKROCK LIMITED DURATION INCOME TRUST
|
|||
By:
|
/s/ Anne F. Ackerley
|
||
Name:
|
Anne F. Ackerley
|
||
Title:
|
Vice President
|
1.
|
DEFINITIONS
|
2.
|
DEFERRALS
|
3.
|
DISTRIBUTIONS FROM DEFERRAL SHARE ACCOUNT
|
4.
|
MISCELLANEOUS
|
By:
|
||||
Name:
|
||||
Title:
|
Witness:
|
|||
Name:
|
|||
Title:
|
1.
|
BlackRock International Growth and Income Trust
|
BGY
|
2.
|
BlackRock Credit Allocation Income Trust
|
BTZ
|
3.
|
BlackRock Enhanced Equity Dividend Trust
|
BDJ
|
4.
|
BlackRock Energy and Resources Trust
|
BGR
|
5.
|
BlackRock Floating Rate Income Trust
|
BGT
|
6.
|
BlackRock Limited Duration Income Trust
|
BLW
|
7.
|
BlackRock Corporate High Yield Fund VI, Inc.
|
HYT
|
1.
|
Amount Deferred
|
2.
|
Time of Payment
|
3.
|
Number of Payments
|
Trustee's Signature
|
By:
|
|||
Date:
|
Primary:
|
||||
(Name, address and relationship) if living, or if not living at my my death, to
|
||||
Secondary:
|
||||
(Name, address and relationship) if living, or if not living at my my death, to my Estate.
|
Trustee's Signature
|
ARTICLE I. DEFINED TERMS
|
1
|
||
Section 1.01.
|
"Account"
|
1
|
|
Section 1.02.
|
"Affiliate"
|
2
|
|
Section 1.03.
|
"Agreement"
|
2
|
|
Section 1.04.
|
"Authorized Person(s)"
|
2
|
|
Section 1.05.
|
"Bank Account"
|
2
|
|
Section 1.06.
|
"Banking Institution"
|
2
|
|
Section 1.07.
|
"Board"
|
2
|
|
Section 1.08.
|
"Business Day"
|
2
|
|
Section 1.09.
|
"Commission"
|
2
|
|
Section 1.10.
|
"DR"
|
3
|
|
Section 1.11.
|
"Domestic Subcustodian"
|
3
|
|
Section 1.12.
|
"Eligible Securities Depository"
|
3
|
|
Section 1.13.
|
"Foreign Subcustodian"
|
3
|
|
Section 1.14.
|
"Fund"
|
3
|
|
Section 1.15.
|
"Institutional Client"
|
4
|
|
Section 1.16.
|
"Interest Bearing Deposits"
|
4
|
|
Section 1.17.
|
"Investment Company Act"
|
4
|
|
Section 1.18.
|
"Loans"
|
4
|
|
Section 1.19.
|
"Overdraft"
|
4
|
|
Section 1.20.
|
"Overdraft Notice"
|
4
|
|
Section 1.21.
|
"Person"
|
4
|
|
Section 1.22.
|
"Procedural Agreement"
|
4
|
|
Section 1.23.
|
"Proper Instructions"
|
4
|
|
Section 1.24.
|
"Property"
|
5
|
|
Section 1.25.
|
"Securities System"
|
5
|
|
Section 1.26.
|
"Segregated Account"
|
5
|
|
Section 1.27.
|
"Series"
|
6
|
|
Section 1.28.
|
"Shareholder Servicing Agent"
|
6
|
|
Section 1.29.
|
"Shares"
|
6
|
|
Section 1.30.
|
"Subcustodian"
|
6
|
|
Section 1.31.
|
"Terminating Fund"
|
6
|
|
ARTICLE II. APPOINTMENT OF CUSTODIAN
|
6
|
||
ARTICLE III. POWERS AND DUTIES OF CUSTODIAN
|
7
|
||
Section 3.01.
|
Safekeeping
|
7
|
|
Section 3.02.
|
Manner of Holding Securities
|
7
|
|
Section 3.03.
|
Security Purchases and Sales
|
9
|
|
Section 3.04.
|
Exchanges of Securities
|
11
|
|
Section 3.05.
|
Depositary Receipts
|
12
|
|
Section 3.06.
|
Exercise of Rights; Tender Offers
|
12
|
|
Section 3.07.
|
Stock Dividends, Rights, Etc.
|
13
|
|
Section 3.08.
|
Options
|
13
|
Section 3.09.
|
Futures Contracts
|
14
|
|
Section 3.10.
|
Borrowings
|
14
|
|
Section 3.11.
|
Interest Bearing Deposits
|
16
|
|
Section 3.12.
|
Foreign Exchange Transactions
|
16
|
|
Section 3.13.
|
Securities Loans
|
17
|
|
Section 3.14.
|
Collections
|
18
|
|
Section 3.15.
|
Dividends, Distributions and Redemptions
|
19
|
|
Section 3.16.
|
Proceeds from Shares Sold
|
19
|
|
Section 3.17.
|
Proxies, Notices, Etc.
|
20
|
|
Section 3.18.
|
Bills and Other Disbursements
|
20
|
|
Section 3.19.
|
Nondiscretionary Functions
|
20
|
|
Section 3.20.
|
Bank Accounts
|
20
|
|
Section 3.21.
|
Deposit of Fund Assets in Securities Systems
|
21
|
|
Section 3.22.
|
Maintenance of Assets in Underlying Fund Systems
|
23
|
|
Section 3.23.
|
Other Transfers
|
24
|
|
Section 3.24.
|
Establishment of Segregated Account(s
|
24
|
|
Section 3.25.
|
Custodian's Books and Records
|
24
|
|
Section 3.26.
|
Opinion of Fund's Independent Certified Public Accountants
|
26
|
|
Section 3.27.
|
Reports by Independent Certified Public Accountants
|
26
|
|
Section 3.28.
|
Overdrafts
|
26
|
|
Section 3.29.
|
Reimbursement for Advances
|
28
|
|
Section 3.30.
|
Claims
|
28
|
|
ARTICLE IV. PROPER INSTRUCTIONS AND RELATED MATTERS
|
28
|
||
Section 4.01.
|
Proper Instructions
|
28
|
|
Section 4.02.
|
Authorized Persons
|
29
|
|
Section 4.03.
|
Persons Having Access to Assets of the Fund or Series
|
30
|
|
Section 4.04.
|
Actions of Custodian Based on Proper Instructions
|
30
|
|
ARTICLE V. SUBCUSTODIANS
|
30
|
||
Section 5.01.
|
Domestic Subcustodians
|
30
|
|
Section 5.02.
|
Foreign Subcustodians
|
31
|
|
Section 5.03.
|
Termination of a Subcustodian
|
31
|
|
Section 5.04.
|
Eligible Securities Depositories
|
31
|
|
ARTICLE VI. STANDARD OF CARE; INDEMNIFICATION
|
33
|
||
Section 6.01.
|
Standard of Care
|
33
|
|
Section 6.02.
|
Liability of Custodian for Actions of Other Persons
|
36
|
|
Section 6.03.
|
Indemnification
|
37
|
|
Section 6.04.
|
Fund’s Right to Proceed
|
40
|
|
ARTICLE VII. COMPENSATION
|
40
|
||
ARTICLE VIII. TERMINATION
|
41
|
||
Section 8.01.
|
Termination of Agreement as to One or More Funds
|
41
|
|
Section 8.02.
|
Termination as to One or More Series
|
42
|
|
ARTICLE IV. MISCELLANEOUS
|
43
|
||
Section 9.01.
|
Execution of Documents, Etc.
|
43
|
|
Section 9.02.
|
Representative Capacity; Nonrecourse Obligations
|
43
|
Section 9.03.
|
Several Obligations of the Funds and the Series
|
44
|
|
Section 9.04.
|
Representations and Warranties
|
44
|
|
Section 9.05.
|
Entire Agreement
|
45
|
|
Section 9.06.
|
Waivers and Amendments
|
46
|
|
Section 9.07.
|
Interpretation
|
46
|
|
Section 9.08.
|
Captions
|
47
|
|
Section 9.09.
|
Governing Law
|
47
|
|
Section 9.10.
|
Notices
|
47
|
|
Section 9.11.
|
Assignment
|
47
|
|
Section 9.12.
|
Counterparts
|
48
|
|
Section 9.13.
|
Confidentiality; Survival of Obligations
|
48
|
|
Section 9.14.
|
Shareholder Communications
|
48
|
1.
|
If to any Fund:
|
||
c/o Merrill Lynch Investment Managers, L.P.
|
|||
800 Scudders Mill Road
|
|||
Plainsboro, New Jersey 08536
|
|||
Attn: Donald Burke
|
|||
Telephone: (609) 282-7085
|
|||
Telefax: (609) 282-7231
|
|||
2.
|
If to the Custodian:
|
||
State Street Bank and Trust Company
|
|||
One Heritage Drive, 2 North
|
|||
North Quincy, MA 02171
|
|||
Attn: Linda Murphy
|
|||
Telephone: (617) 985-6308
|
|||
Telefax: (617) 537-5152
|
YES [ ]
|
The Custodian is authorized to release each Fund's name, address, and share positions.
|
|
NO [ ]
|
The Custodian is not authorized to release each Fund's name, address, and share positions.
|
Each of the Investment Companies Listed on Schedule A Attached Hereto
|
State Street Bank and Trust Company
|
|||
By:
|
/s/ Donald Burke
|
By
|
/s/ Joseph L. Hooley
|
|
Name:
|
Donald Burke
|
Name:
|
Joseph L. Hooley
|
|
Title:
|
Treasurer
|
Title:
|
Executive Vice President
|
1.
|
BlackRock Balanced Capital Fund, Inc.
|
|||
BlackRock Bond Fund, Inc.:
|
||||
2.
|
BlackRock Total Return Fund
|
|||
3.
|
BlackRock Build America Bond Trust
|
|||
4.
|
BlackRock California Investment Quality Municipal Trust, Inc.
|
|||
5.
|
BlackRock California Municipal 2018 Term Trust
|
|||
6.
|
BlackRock California Municipal Income Trust
|
|||
7.
|
BlackRock Core Bond Trust
|
|||
8.
|
BlackRock Corporate High Yield Fund III, Inc.
|
|||
9.
|
BlackRock Corporate High Yield Fund V, Inc.
|
|||
10.
|
BlackRock Corporate High Yield Fund VI, Inc.
|
|||
11.
|
BlackRock Credit Allocation Income Trust IV
|
|||
12.
|
BlackRock Defined Opportunity Credit Trust
|
|||
13.
|
BlackRock Enhanced Government Fund, Inc.
|
|||
14.
|
BlackRock Equity Dividend Fund
|
|||
15.
|
BlackRock Floating Rate Income Strategies Fund, Inc.
|
|||
16.
|
BlackRock Florida Municipal 2020 Term Trust
|
|||
17.
|
BlackRock Global Floating Rate Income Trust
|
|||
18.
|
BlackRock High Income Shares
|
|||
19.
|
BlackRock High Yield Trust
|
|||
20.
|
BlackRock India Fund
|
|||
21.
|
BlackRock Income Opportunity Trust
|
|||
22.
|
BlackRock Income Trust, Inc.
|
|||
BlackRock Funds
|
||||
23.
|
BlackRock Index Equity Portfolio
|
|||
24.
|
BlackRock Emerging Market Allocation Portfolio
1
|
|||
25.
|
BlackRock Emerging Markets Long/Short Equity Fund
|
|||
26.
|
BlackRock Global Long/Short Equity Fund Fund
|
|||
BlackRock Index Funds, Inc.:
|
||||
27.
|
BlackRock S&P 500 Index Fund
|
|||
28.
|
BlackRock Small Cap Index Fund
|
|||
29.
|
BlackRock Investment Quality Municipal Trust, Inc.
|
|||
30.
|
BlackRock Limited Duration Income Trust
|
|||
31.
|
BlackRock Long-Term Municipal Advantage Trust
|
|||
32.
|
BlackRock Maryland Municipal Bond Trust
|
|||
33.
|
BlackRock Multi-Sector Income Trust
|
|||
34.
|
BlackRock Municipal 2018 Term Trust
|
|||
35.
|
BlackRock Municipal 2020 Term Trust
|
|||
36.
|
BlackRock Municipal Bond Investment Trust
|
|||
37.
|
BlackRock Municipal Bond Trust
|
|||
38.
|
BlackRock Municipal Income Investment Quality Trust
|
|||
39.
|
BlackRock Municipal Income Investment Trust
|
|||
40.
|
BlackRock Municipal Income Quality Trust Inc.
|
|||
41.
|
BlackRock Municipal Income Trust
|
|||
42.
|
BlackRock Municipal Income Trust II
|
|||
BlackRock Municipal Series Trust
|
||||
43.
|
BlackRock Intermediate Municipal Fund
|
|||
44.
|
BlackRock Municipal Target Term Trust
|
|||
45.
|
BlackRock Muni Intermediate Duration Fund, Inc.
|
|||
46.
|
BlackRock Muni New York Intermediate Duration Fund, Inc.
|
|||
47.
|
BlackRock MuniEnhanced Fund, Inc.
|
48.
|
BlackRock MuniHoldings Quality Fund II, Inc.
|
|||
49.
|
BlackRock MuniYield California Quality Fund, Inc.
|
|||
50.
|
BlackRock MuniYield Quality Fund III, Inc.
|
|||
51.
|
BlackRock MuniYield Pennsylvania Quality Fund
|
|||
52.
|
BlackRock MuniYield Quality Fund, Inc.
|
|||
BlackRock Multi-State Municipal Series Trust
|
||||
53.
|
BlackRock New Jersey Municipal Bond Fund
|
|||
54.
|
BlackRock New York Municipal Bond Fund
|
|||
55.
|
BlackRock Pennsylvania Municipal Bond Fund
|
|||
56.
|
BlackRock New Jersey Investment Quality Municipal Trust, Inc.
|
|||
57.
|
BlackRock New Jersey Municipal Bond Trust
|
|||
58.
|
BlackRock New Jersey Municipal Income Trust
|
|||
59.
|
BlackRock New York Municipal Income Quality Trust
|
|||
60.
|
BlackRock New York Investment Quality Municipal Trust, Inc.
|
|||
61.
|
BlackRock New York Municipal 2018 Term Trust
|
|||
62.
|
BlackRock New York Municipal Bond Trust
|
|||
63.
|
BlackRock New York Municipal Income Trust
|
|||
64.
|
BlackRock New York Municipal Income Trust II
|
|||
65.
|
BlackRock Pennsylvania Strategic Municipal Trust
|
|||
66.
|
BlackRock Strategic Bond Trust
|
|||
67.
|
BlackRock Strategic Municipal Trust
|
|||
68.
|
BlackRock Virginia Municipal Bond Trust
|
|||
69.
|
BlackRock World Income Fund, Inc.
|
|||
BIF Multi-State Municipal Series Trust:
|
||||
70.
|
BIF Arizona Municipal Money Fund
|
|||
71.
|
BIF California Municipal Money Fund
|
|||
72.
|
BIF Connecticut Municipal Money Fund
|
|||
73.
|
BIF Florida Municipal Money Fund
|
|||
74.
|
BIF Massachusetts Municipal Money Fund
|
|||
75.
|
BIF Michigan Municipal Money Fund
|
|||
76.
|
BIF New Jersey Municipal Money Fund
|
|||
77.
|
BIF New York Municipal Money Fund
|
|||
78.
|
BIF North Carolina Municipal Money Fund
|
|||
79.
|
BIF Ohio Municipal Money Fund
|
|||
80.
|
BIF Pennsylvania Municipal Money Fund
|
|||
Managed Account Series:
|
||||
81.
|
U.S. Mortgage Portfolio
|
|||
82.
|
The Massachusetts Health & Education Tax-Exempt Trust
|
|||
83.
|
Master Bond LLC:
|
|||
84.
|
Master Total Return Portfolio
|
|||
85.
|
Master Government Securities LLC
|
|||
86.
|
BIF Government Securities Fund
|
|||
87.
|
BBIF Government Securities Fund
|
|||
88.
|
Master Money LLC
|
|||
89.
|
BIF Money Fund
|
|||
90.
|
BBIF Money Fund
|
|||
91.
|
Master Tax-Exempt LLC
|
|||
92.
|
BIF Tax-Exempt Fund
|
|||
93.
|
BBIF Tax-Exempt Fund
|
|||
94.
|
Master Treasury LLC
|
|||
95.
|
BIF Treasury Fund
|
|||
96.
|
BBIF Treasury Fund
|
|||
Merrill Lynch Liquidity Series, LLC
|
||||
97.
|
Money Market Series
|
Quantitative Master Series, LLC:
|
||||
98.
|
Master S&P 500 Index Series
|
|||
99.
|
Master Small Cap Index Series
|
|||
Master Institutional Money Market LLC
|
||||
100.
|
Master Institutional Portfolio
|
|||
101.
|
Master Institutional Tax-Exempt Portfolio
|
|||
102.
|
Master Premier Institutional Portfolio
|
Each of the Investment Companies Listed on Schedule A
|
State Street Bank and Trust Company
|
|||
By:
|
/s/ Scott Hilton
|
By
|
/s/ Michael F. Rogers
|
|
Name:
|
Scott Hilton
|
Name:
|
Michael F. Rogers
|
|
Title:
|
Assistant Treasurer
|
Title:
|
Executive Vice President
|
|
Date:
|
5/10/13
|
Date:
|
5/9/13
|
Section 1.
|
Certain Definitions
|
4
|
|
Section 2.
|
Appointment of Agent
|
5
|
|
Section 3.
|
Standard Services
|
6
|
|
Section 4.
|
Dividend Disbursing Services
|
7
|
|
Section 5.
|
Fee and Expenses
|
8
|
|
Section 6.
|
Representations and Warranties of Transfer Agent
|
9
|
|
Section 7.
|
Representations and Warranties of Customer
|
10
|
|
Section 8.
|
Indemnification Limitation of Liability
|
10
|
|
Section 9.
|
Damages
|
13
|
|
Section 10.
|
Responsibilities of the Transfer Agent
|
13
|
|
Section 11.
|
Covenants of the Customer and Transfer Agent
|
14
|
|
Section 12.
|
Confidentiality
|
14
|
|
Section 13.
|
Term and Termination
|
15
|
|
Section 14.
|
Assignment
|
17
|
|
Section 15.
|
Unaffiliated Third Parties
|
17
|
|
Section 16.
|
Miscellaneous
|
17
|
|
Section 16.1
|
Notices
|
17
|
|
Section 16.2
|
Successors
|
18
|
|
Section 16.3.
|
Amendments
|
18
|
|
Section 16.4.
|
Severability
|
18
|
Section 16.5.
|
Governing Law
|
18
|
|
Section 16.6
|
Force Majeure
|
18
|
|
Section 16.7
|
Descriptive Headings
|
18
|
|
Section 16.8
|
Third Party Beneficiaries
|
18
|
|
Section 16.9
|
Survival
|
18
|
|
Section 16.10
|
Priorities
|
19
|
|
Section 16.11
|
Merger of Agreement
|
19
|
|
Section 16.12
|
Counterparts
|
19
|
|
(a)
|
Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission for initial public offerings;
|
|
(b)
|
Specimens of all forms of stock certificates relating to outstanding Shares, in forms approved by the Board of Directors of the Customer, with a certificate of the Secretary of each Customer as to such approval; and
|
|
(c)
|
Specimens of the Signatures of the officers of the Customer authorized to sign stock certificates and individuals authorized to sign written instructions and requests.
|
|
(a)
|
issue and record the appropriate number of Shares as authorized and hold such shares in the appropriate shareholder ("Shareholder") account;
|
|
(b)
|
effect transfers of Shares by the registered owners thereof upon receipt of appropriate documentation;
|
|
(c)
|
prepare and transmit payments for dividends and distributions declared by the Customer, provided good funds for said dividends or distributions are received by the Transfer Agent on or prior to the scheduled payable date for said dividends or distributions;
|
|
(d)
|
act as agent for Shareholders pursuant to the dividend reinvestment plan, and other investment programs, if any, as amended from time to time in accordance with the terms of the agreements relating thereto to which the Transfer Agent is or will be a party;
|
|
(e)
|
issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt from the respective Shareholder by the Transfer Agent of an open penalty surety bond satisfactory to it and holding it and the Customer harmless, absent notice to the Customer and the Transfer Agent that such certificates have been acquired by a bona fide purchaser. The Transfer Agent, at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof without such indemnity. Further, the Transfer Agent may at its sole option accept indemnification from a Customer to issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond; and
|
|
(f)
|
issue replacement checks and place a stop payment order on original checks
|
BlackRock Advisors, LLC
|
|||||||
On behalf of the Black Rock Closed-End Investment
|
|||||||
Companies listed on Exhibit C
|
|||||||
By:
|
/s/ Donald C. Burke
|
||||||
Name:
|
Donald C. Burke
|
||||||
Title:
|
Managing Director
|
||||||
Computershare Shareholder Services, Inc.
|
Computershare Trust Company, N.A.
|
||||||
By:
|
/s/
|
By:
|
/s/
|
||||
Name:
|
Name:
|
||||||
Title:
|
Managing Director
|
Title:
|
Managing Director
|
|
1.
|
Amendment to Section 3.4.
Section 3.4 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
2.
|
Amendment to Section 4.1.
Section 4.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
3.
|
Amendment to Section 5.1.
Section 5.1 of the Agreement is deleted and replaced with the following:
|
|
4.
|
Amendment to Section 5.2. Section 5.2 of the Agreement is hereby deleted in its entirety.
|
|
5.
|
Amendment to Section 5.8(b).
Section 5.8(b) of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
6.
|
Amendment to Section 5.9.
Section 5.9 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
7.
|
Amendment to Section 5.11.
Section 5.11 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
8.
|
Amendment to Section 8.1.
Section 8.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
9.
|
Amendment to Section 8.4.
Section 8.4 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
10.
|
Amendment to Section 10.1.
Section 10.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
11.
|
Amendment to Section 10.3.
Section 10.3 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
12.
|
Amendment to Section 11.4.
Section 11.4 of the Agreement is hereby deleted in its entirety.
|
|
13.
|
Amendment to Section 12.
Section 12 of the Agreement is hereby amended as follows:
|
|
(a)
|
Section 12.2 is amended to delete the definition of "Non-public personal information" in its entirety and replaced with the following:
|
|
(b)
|
Section 12.3 is deleted in its entirety and replaced with the following:
|
|
(c)
|
A new Section 12.4 is inserted, as follows:
|
|
(a)
|
notify the other party in writing of any unauthorized possession, use or disclosure of the other party's confidential information by any person or entity that may become known to such party;
|
|
(b)
|
furnish to the other party full details of the unauthorized possession, use or disclosure; and
|
|
(c)
|
use commercially reasonable efforts to prevent a recurrence of any such unauthorized possession, use or disclosure of Confidential Information."
|
|
14.
|
Amendment to Section 13.1.
Section 13.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
15.
|
Amendment to Section 13.2.
Section 13.2 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
16.
|
Amendment to Section 13.3.
Section 13.3 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
17.
|
Amendment to Section 14.
Sections 14.1 and 14.2 of the Agreement is hereby deleted in their entirety, respectively, and replaced with the following:
|
|
18.
|
Amendment to Section 16.1.
Section 16.1 of the Agreement is hereby amended as follows:
|
|
(a)
|
The Customer's notice information is deleted in its entirety and replaced with the following:
|
|
(b)
|
Transfer Agent's notice information is deleted in its entirety and replaced it with the following:
|
|
19.
|
Amendment to Section 16.3.
Section 16.3 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
20.
|
Amendment to Section 16.6.
Section 16.6 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
|
21.
|
Limited Effect.
Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force and effect and the valid and binding obligation of the parties thereto in accordance with its terms.
|
|
22.
|
Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
|
Computershare Inc.
|
BlackRock Advisors, LLC
|
||||||
Computershare Trust Company, N.A.
|
|||||||
On Behalf of Both Entities:
|
On behalf of the BlackRock Closed-End Investment Companies Listed on Exhibit C
|
||||||
By:
|
/s/ Martin J. McHale
|
By:
|
|||||
Name:
|
Martin J. McHale
|
Name:
|
|||||
Title:
|
President, U.S. Equity Services
|
Title:
|
Computershare Inc.
|
BlackRock Advisors, LLC
|
||||||
Computershare Trust Company, N.A.
|
|||||||
On Behalf of Both Entities:
|
On behalf of the BlackRock Closed-End Investment Companies Listed on Exhibit C
|
||||||
By:
|
By:
|
/s/ Brenda Sklar
|
|||||
Name:
|
Martin J. McHale
|
Name:
|
Brenda Sklar
|
||||
Title:
|
President, U.S. Equity Services
|
Title:
|
Managing Director
|
By:
|
/s/ Neal J. Andrews
|
||
Name:
|
Neal J. Andrews
|
||
Title:
|
CFO
|
||
Date:
|
7/18/12
|
By:
|
/s/ Neal J. Andrews
|
||
Name:
|
Neal J. Andrews
|
||
Title:
|
MD
|
||
Date:
|
7/18/12
|
By:
|
/s/ Martin J. McHale
|
||
Name:
|
Martin J. McHale
|
||
Title:
|
President, US Equity Services
|
||
Date:
|
7/13/2012
|
Coy (Legacy Co
Code)
|
Company Name
|
BAF
|
BlackRock Municipal Income Investment Quality Trust
|
BBF
|
BlackRock Municipal Income Investment Trust
|
BBK
|
BlackRock Municipal Bond Trust
|
BBN
|
BlackRock Build America Bond Trust
|
BFK
|
BlackRock Municipal Income Trust
|
BFO
|
BlackRock Florida Municipal 2020 Term Trust
|
BFY
|
BlackRock New York Municipal Income Trust II
|
BFZ
|
BlackRock California Municipal Income Trust
|
BGT
|
BlackRock Floating Rate Income Trust
|
BHD
|
BlackRock Strategic Bond Trust
|
BHK
|
BlackRock Core Bond Trust
|
BHL
|
BlackRock Defined Opportunity Credit Trust
|
BHV
|
BlackRock Virginia Municipal Bond Trust
|
BHY
|
BlackRock High Yield Trust
|
BIE
|
BlackRock Municipal Bond Investment Trust
|
BJZ
|
BlackRock California Municipal 2018 Term Trust
|
BKK
|
BlackRock Municipal 2020 Term Trust
|
BKN
|
BlackRock Investment Quality Municipal Trust Inc
|
BKT
|
BlackRock Income Trust Inc
|
BLE
|
BlackRock Municipal Income Trust II
|
BLH
|
BlackRock New York Municipal 2018 Term Trust
|
BLJ
|
BlackRock New Jersey Municipal Bond Trust
|
BLW
|
BlackRock Limited Duration Income Trust
|
BNA
|
BlackRock Income Opportunity Trust Inc
|
BNJ
|
BlackRock New Jersey Municipal Income Trust
|
BNY
|
BlackRock New York Municipal Income Trust
|
BPK
|
BlackRock Municipal 2018 Term Trust
|
BPP
|
BlackRock Credit Allocation Income Trust III
|
BPS
|
BlackRock Pennsylvania Strategic Municipal Trust
|
BQH
|
BlackRock New York Municipal Bond Trust
|
BSD
|
BlackRock Strategic Municipal Trust
|
BSE
|
BlackRock New York Municipal Income Quality Trust
|
BTA
|
BlackRock Long-Term Municipal Advantage Trust
|
BTT
|
BlackRock Municipal Target Term Trust
|
BTZ
|
BlackRock Credit Allocation Income Trust IV
|
BYM
|
BlackRock Municipal Income Quality Trust
|
BZM
|
BlackRock Maryland Municipal Bond Trust
|
COY
|
BlackRock Corporate High Yield Fund Inc
|
CYE
|
BlackRock Corporate High Yield Fund III Inc
|
DVF
|
BlackRock Diversified Income Strategies Fund Inc
|
FRA
|
BlackRock Floating Rate Income Strategies Fund Inc
|
FRB
|
BlackRock Floating Rate Income Strategies Fund II
|
HIS
|
BlackRock High Income Shares
|
HYT
|
BlackRock Corporate High Yield Fund VI Inc
|
HYV
|
BlackRock Corporate High Yield Fund V Inc
|
MCA
|
BlackRock MuniYield California Quality Fund, Inc.
|
MEN
|
BlackRock Munienhanced Fund Inc
|
MNE
|
BlackRock Muni New York Intermediate Duration Fund
|
MPA
|
BlackRock MuniYield Pennsylvania Quality Fund
|
MQY
|
BlackRock Muniyield Quality Fund Inc
|
MUE
|
BlackRock MuniHoldings Quality Fund II, Inc.
|
MUI
|
BlackRock Muni Intermediate Duration Fund Inc
|
MYI
|
BlackRock MuniYield Quality Fund III, Inc.
|
PSW
|
BlackRock Credit Allocation Income Trust I, Inc.
|
PSY
|
BlackRock Credit Allocation Income Trust II, Inc.
|
1.
|
INTERPRETATION
.
|
1.1
|
In this Agreement:
|
|
(i)
|
in writing signed by the Authorized Person; or
|
|
(ii)
|
in a tested communication; or
|
|
(iii)
|
in a communication utilizing access codes effected between electro mechanical or electronic devices as may be agreed upon by the parties in writing from time to time; or
|
|
(iv)
|
by such other means as may be agreed upon in writing from time to time by State Street and the party giving such instruction including, without limitation, oral instructions.
|
1.2
|
References herein to a Fund shall be deemed to include each portfolio or class of share of such Fund, as applicable. For purposes of any liability or indemnification provision hereunder each separate portfolio of an investment company shall be considered a Fund.
|
1.3
|
In this Agreement references to "persons" shall include legal as well as natural entities, references importing the singular shall include the plural (and vice versa), use of the masculine pronoun shall include the feminine and numbered schedules, exhibits, sections or sub-sections shall (unless the contrary intention appears) be construed as references to such schedules and
|
|
exhibits hereto and, sections or sub-sections herein bearing those numbers. The Schedules and Exhibits are hereby incorporated herein by reference.
|
2.
|
APPOINTMENT
.
|
2.1
|
Each Fund hereby retains State Street and State Street agrees to provide the Services, in each case subject to and in accordance with the terms and conditions set forth in this Agreement and subject to the control, supervision and direction of the Fund and the review and comment by the Fund's auditors and legal counsel and in accordance with such procedures as may be established from time to time between the Fund and State Street. State Street confirms that it shall offer employment to substantially all of those persons employed by, and in good standing with, the Mutual Fund Accounting Department of MLIM as of the date hereof.
|
2.2
|
In the event that a Fund establishes one or more additional series of shares with respect to which it desires to have State Street render Services under the terms hereof, it shall so notify State Street in writing and thereafter such series will be subject to the terms and conditions of this Agreement, and shall be maintained and accounted for by State Street on a discrete basis.
|
2.3
|
Subject to obtaining the prior written approval of each Fund, State Street may assign, delegate or otherwise transfer any or all of its rights and obligations under this Agreement to a third party provided that State Street's liability to the Funds shall not be affected thereby.
|
2.4
|
It is hereby acknowledged and agreed by each Fund that this Agreement is entered into by the Fund as a principal contracting party and not as agent for any other party and nothing contained herein shall be interpreted as creating any contractual obligations on the part of State Street towards any shareholders of the Fund.
|
2.5
|
State Street shall not be responsible for any duties or obligations which it has not specifically undertaken pursuant to this Agreement and no such duties or obligations shall be implied or inferred.
|
2.6
|
This Agreement and the Services to be provided by State Street hereunder shall be revised by the parties from time to time to comply with changes in any law, rule or regulation applicable to the Funds.
|
2.7
|
If any literature, including, but not limited to, brochures, advertising materials, web site contents and marketing materials, issued by or on behalf of a Fund contains any reference to State Street, other than literature merely identifying State Street as providing accounting or administrative services to the Fund, or if any literature issued by State Street contains any reference to a Fund, then the Fund or State Street, as the case may be, will obtain the other party's prior written consent to such reference before its publication in any form.
|
3.
|
ACCOUNTING SERVICES
.
|
3.1
|
State Street shall maintain the books of account and other financial records of each Fund in accordance with applicable law, including Section 31(a) of the 1940 Act and rules thereunder, other than records maintained by the Fund's custodian (as agreed among the Fund, State Street
|
|
and the custodian) and shall perform the following duties in the manner prescribed by the Constitutive Documents and further in accordance with such written procedures, including, but not limited to, the Service Level Agreement, as may be established between the Fund and State Street from time to time:
|
|
3.1.1
|
Record general ledger entries;
|
|
3.1.2
|
Calculate daily net income;
|
|
3.1.3
|
Reconcile activity to the trial balance;
|
|
3.1.4
|
Calculate and publish daily net asset value;
|
|
3.1.5
|
Prepare account balances; and
|
|
3.1.6
|
Provide such other accounting services as may be required to enable each Fund to maintain its books and records in compliance with applicable law and generally accepted accounting principles.
|
3.2
|
Each Fund shall provide timely prior written notice to State Street of any modification in the manner in which such calculations are to be performed. For purposes of calculating the net asset value of a Fund, State Street shall value the Fund's portfolio securities utilizing prices obtained from Authorized Price Sources. State Street shall not be responsible for any revisions to the methods of calculation prescribed by the Constitutive Documents or the Fund unless and until such revisions are communicated in writing to State Street.
|
4.
|
ADMINISTRATIVE SERVICES
.
|
4.1
|
State Street shall provide the following additional administrative services to each Fund in the manner prescribed by the Constitutive Documents and further in accordance with such written procedures, including, but not limited to, the Service Level Agreement, as may be established between the Fund and State Street from time to time:
|
|
4.1.1
|
Oversee the maintenance by the Fund's custodian of certain books and records of the Fund as required under Rule 31a-1(b) of the 1940 Act;
|
|
4.1.2
|
Calculate, submit for approval by officers of the Fund and arrange for payment of the Fund's expenses;
|
|
4.1.3
|
Prepare for review and approval by officers of the Fund financial information for the Fund's semi-annual and annual reports, proxy statements and other communications required or otherwise to be sent to Fund shareholders;
|
|
4.1.4
|
Prepare and file, following review by an officer of and legal counsel for the Fund, the Fund's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and prepare financial information required by Form
|
|
4.1.5
|
Prepare reports relating to the business and affairs of the Fund as may be mutually agreed upon and not otherwise prepared by the Fund's investment adviser, custodian, legal counsel or independent accountants;
|
|
4.1.6
|
Make such reports and recommendations to the Board of Directors of the Fund (the "Board") concerning the performance of the Fund's independent accountants as the Board may reasonably request;
|
|
4.1.7
|
Make such reports and recommendations to the Board concerning the performance and fees of the Fund's custodian and transfer and dividend disbursing agent (the "Transfer Agent") as the Board may reasonably request or deem appropriate;
|
|
4.1.8
|
Consult with the Fund's officers, independent accountants, legal counsel, custodian and Transfer Agent in establishing and following the accounting policies of the Fund;
|
|
4.1.9
|
Provide Compliance Monitoring Services to assist the Fund's investment adviser in complying with Internal Revenue Code mandatory qualification requirements, the requirements of the 1940 Act and Fund prospectus limitations as may be mutually agreed upon;
|
|
4.1.10
|
Assist the Fund in the handling of routine regulatory examinations and work closely with the Fund's legal counsel in response to any non-routine regulatory matters;
|
|
4.1.11
|
Assist the Fund in the preparation of reports to the Board of Directors and with any other work of a routine or non-routine nature that requires information maintained or accessible through the Fund's accounting and financial records.
|
4.2
|
State Street shall be responsible for the provision of the office facilities and the personnel required by it to perform the Services contemplated herein. State Street shall also provide reasonable facilities for use by the Fund's auditors in connection with any periodic inspection of the books and records maintained by State Street hereunder.
|
5.
|
SERVICE LEVEL AGREEMENT
.
|
5.1
|
In conjunction with this Agreement, State Street and MLIM shall enter into a Service Level Agreement which specifies key performance indicators and delivery benchmarks in respect of the Services and which reflects the performance goals of the parties from time to time.
|
5.2
|
Subject at all times to the terms and conditions of this Agreement, State Street shall use all reasonable endeavors to provide the Services in accordance with the Service Level Agreement.
|
5.3
|
Each Fund shall use all reasonable endeavors to fulfill its duties and obligations under the Service Level Agreement and to cause any third parties referenced therein to do likewise. State Street shall have no liability for any loss, liability, claim, cost or expense to the extent resulting from or
|
|
caused by the failure of a Fund or any other party referenced in the Service Level Agreement to comply with the terms thereof. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent any such loss or expense arises from its own negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder.
|
5.4
|
The liability of State Street in respect of its obligations under the Service Level Agreement shall be governed by the terms of this Agreement. In no event shall a failure by State Street to comply with any term or condition of the Service Level Agreement constitute a breach or violation of this Agreement giving rise to financial penalties, damages or contractual or other remedies, except as set out in this Section 5. However, the fact that State Street has met the key performance indicators or delivery benchmarks of the Service Level Agreement shall not relieve State Street of any liability that it might otherwise have under this Agreement arising from or as a result of its fraud, willful default, negligence or willful misconduct in the performance of its duties hereunder. It is the intention of State Street and each Fund that the remedy for any:
|
|
5.4.1
|
failure by State Street, a Fund or any third party referenced in the Service Level Agreement to meet the performance indicators, delivery benchmarks or other aspects of the Service Level Agreement; or
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5.4.2
|
consistent failure by State Street, a Fund or any third party referenced in the Service Level Agreement to fulfill its duties and obligations under the Service Level Agreement in a material respect; or
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5.4.3
|
dispute relating to the Service Level Agreement,
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5.5
|
The purpose of the referral to the JSC is to resolve the inability of the relevant party to meet the provisions of the Service Level Agreement. It shall be the responsibility of the JSC to develop and oversee implementation of procedural or operational changes which will enable the Service Level Agreement to be more regularly met; revise the obligations of the parties under the Service Level Agreement to more adequately meet the service requirements of the Funds; or otherwise develop a solution aimed at ensuring that the inability to meet the Service Level Agreement will be less likely to occur in the future.
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5.6
|
If a matter is referred to the JSC pursuant to Section 5.4 and despite implementation of the JSC's recommendations, a party consistently fails to meet in a material respect its obligations under the Service Level Agreement that were the subject of the referral or any revised obligations agreed as a result of the referral (other than for reasons outside the party's reasonable control), then the matter shall be
referred to the senior executive of the Global Investor Services Group of State Street and the First Vice President - MLIM Operations (or their equivalents following any reorganization) (together the "Executive Officers") for resolution. The referral shall expressly cite this Section 5 and state that the relevant Fund(s) or State Street, as the case may be, may exercise its right to terminate this Agreement should the matter not be resolved.
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5.7
|
If the Executive Officers are unable to resolve the matter within thirty (30) Business Days of the referral, and if (but only if) all relevant parties agree in writing within five (5) Business Days of the aforementioned deadline, the matter may be submitted to a mutually-acceptable Professional Mediator (as defined in Section 26.5 below) to attempt to facilitate a resolution within thirty (30) Business Days of the referral. Any such mediation shall be conducted in accordance with the provisions of Sections 26.4 through 26.6 below.
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5.8
|
If either (1) following a failure by the Executive Officers to resolve the matter, the relevant Fund(s) and State Street do not agree on use of a Professional Mediator or (ii) the matter has not been resolved within thirty (30) Business Days of the conclusion of such mediation effort, then the relevant Fund(s) or State Street, as the case may be, shall be entitled to terminate this Agreement in accordance with Sections 20.4.3 and 20.6.4, respectively.
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5.9
|
Nothing in this Section 5 shall limit the liability of State Street for any failure to perform the Services in accordance with the standard of care set forth in Section 11 and the terms of this Agreement as distinct from a failure by State Street to meet key performance indicators or delivery benchmarks of the Service Level Agreement. The fact that the Service Level Agreement performance metrics have been met shall not excuse State Street from liability that it would otherwise have under the terms of this Agreement.
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6.
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NECESSARY INFORMATION
.
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6.1
|
Each Fund will promptly deliver to State Street copies of each of the following documents and all future amendments and supplements thereto, if any:
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6.1.1
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The Fund's Charter Documents;
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6.1.2
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The Fund's Prospectus;
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6.1.3
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Certified copies of the resolutions of the Board authorizing (1) the Fund to enter into this Agreement and (2) certain individuals on behalf of the Fund to (a) give Proper Instructions to State Street pursuant to this Agreement and (b) sign checks and pay expenses;
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6.1.4
|
A copy of the investment advisory agreement between the Fund and its investment adviser; and
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6.1.5
|
Such other certificates, documents or opinions which State Street may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties.
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6.2
|
Each Fund shall provide or cause to be provided to State Street such additional data and information as State Street may reasonably require in order to discharge its duties under this Agreement, including, without limitation, the information detailed in the Service Level Agreement. State Street shall have no liability for the failure to provide, any error in the provision of, or any delay in providing, any of the Services to the extent the provision of such Services is dependent upon receipt of the aforesaid information and the same has not been provided in a materially complete, accurate and timely manner. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent any such loss or expense
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arises from its own negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder.
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6.3
|
Each Fund shall assure that its custodian and other service providers make available to State Street such information in respect of the Fund as State Street may reasonably require for the performance of the Services.
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6.4
|
Each Fund shall use all reasonable endeavors to ensure that any information provided or caused to be provided to State Street pursuant to this Agreement, including the Service Level Agreement, shall be provided in a complete, accurate and timely manner so as to enable State Street to duly render the Services.
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6.5
|
In the course of discharging its duties hereunder, State Street may rely on the information provided to it by or on behalf of a Fund or by any persons authorized by a Fund including, without limitation, any other service providers to the Fund or any Authorized Price Sources.
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6.6
|
Each Fund acknowledges and agrees that except as otherwise expressly set forth in the Service Level Agreement, State Street shall have no responsibility for, or duty to review, confirm or otherwise perform any investigation as to the completeness, accuracy or sufficiency of any information provided to it by the Fund, any persons authorized by the Fund or any other service providers to the Fund, including, without limitation, any Authorized Price Sources and shall be without liability for any loss, liability, claim, expense or damage suffered or incurred by any person as a result of State Street having relied upon and utilized such information in good faith. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent any such loss or expense arises from its own negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder. State Street will promptly notify a Fund in the event it becomes aware that any information received by it is incomplete, inaccurate or insufficient or in the event of a failure or delay by any party to provide information required by State Street to discharge its duties under this Agreement.
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7.
|
RECONCILIATION
.
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7.1
|
Each Fund represents and warrants to State Street that it has completed or caused to be completed a full reconciliation of the Historic Fund Records and except as otherwise disclosed in writing to State Street such records are accurate and complete in all material respects.
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7.2
|
To the extent the Historic Fund Records remain unreconciled as of the effective date of this Agreement, each Fund shall ensure that the outstanding items are reconciled as soon as practicable or otherwise promptly redressed, in each case at the expense of the Fund. State Street shall provide all reasonable assistance to each Fund (at the expense of the Fund) to reconcile any outstanding items.
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7.3
|
State Street shall have no liability to a Fund or any other person and shall be indemnified and held harmless by each Fund from and against any loss, liability, damage, claim, cost or expense resulting from or caused by its good faith reliance on the accuracy and completeness of the Historic Fund Records.
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8.
|
PROPER INSTRUCTIONS
.
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8.1
|
Each Fund shall provide State Street with an incumbency certificate specifying the names, specimen signatures and powers of all Authorized Persons in respect of the Fund. State Street may rely upon the identity and authority of such persons until it receives written notice from the relevant Fund to the contrary.
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8.2
|
Each Fund will give State Street all necessary instructions to enable State Street to fulfill its obligations under this Agreement at such times and in such form as mutually agreed upon, including, without limitation, as State Street may request.
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8.3
|
State Street shall have no responsibility or liability to a Fund and shall be indemnified and held harmless by the Fund, if a subsequent written confirmation of an oral Proper Instruction fails to conform to the oral instructions received by State Street. State Street shall promptly seek written confirmation of any oral instruction received by it.
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8.4
|
State Street shall have no obligation to act in accordance with purported instructions to the extent they conflict with applicable law or regulation, provided that State Street shall not be under any obligation to ensure that any instruction received by it would not contravene any such laws or regulations.
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8.5
|
State Street shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions which it reasonably deems to be incomplete or unclear, provided that it promptly seeks such clarification.
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8.6
|
State Street shall be held harmless by a Fund in acting upon any instruction, notice, request, consent, certificate or instrument reasonably believed by it to be genuine and to be signed or otherwise given by the proper party or parties.
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8.7
|
If a Fund instructs State Street to take any action (including, without limitation, the initiation of legal proceedings) which may involve the payment of money or liability on the part of State Street, State Street may refrain from acting in accordance with such instruction until it has received indemnity, security or both reasonably satisfactory to it and sufficient to hold it harmless from and against any loss, liability or expense which State Street may incur as a result of taking such action.
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9.
|
PROFESSIONAL ADVICE
.
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10.
|
COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
.
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11.
|
STANDARD OF CARE; LIMITATION OF LIABILITY
.
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11.1
|
State Street shall at all times exercise reasonable care and diligence and act in good faith in the performance of its duties hereunder, provided, however, that State Street shall be without liability to any Fund or any agent thereof for any loss, liability, damage, claim, cost or expense unless caused by its own fraud, willful default, negligence or willful misconduct or that of its agents, delegates or employees. State Street shall be responsible for the performance of only such duties as are explicitly set forth in this Agreement and shall have no responsibility for the actions or activities of any other party (save its agents, delegates or employees), including other service providers to a Fund.
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11.2
|
Each Fund, severally but not jointly, hereby indemnifies and secures harmless (to the maximum extent permitted by law) State Street from and against all claims, actions, costs, charges, losses, damages and expenses (including without limitation legal fees and amounts reasonably paid in settlement) which State Street may incur or sustain (other than by reason of State Street's bad faith, willful default or negligence or that of its agents, delegates or employees) in connection with the performance of its duties for that particular Fund under this Agreement or otherwise arising from any act or omission of that particular Fund or any other person (including any predecessor service provider to the Fund) prior to the effective date of this Agreement.
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11.3
|
If State Street (the "Indemnified Party") shall seek indemnification from a Fund (the "Indemnifying Party") in respect of a claim or liability asserted by a third party, the Indemnified Party shall give written notice thereof to the Indemnifying Party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by the third party. Within 15 days after receiving such notice, the Indemnifying Party shall give written notice to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against the third-party claim or liability at its own cost and expense. If the Indemnifying Party fails to give notice that it disputes an indemnification claim within 15 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim. The Indemnifying Party shall be entitled to direct the defense against the third-party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and diligent defense. The Indemnified Party shall at all times have the right to fully participate in the defense of a third-party claim or liability at its own expense directly or through counsel. If no such notice of intent to dispute and defend a third-party claim or liability is given by the Indemnifying Party, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party, the Indemnified Party shall have the right, at the expense of the Indemnifying Party, to undertake the defense of such claim or liability (with counsel selected by the Indemnified Party), and to compromise or settle it, exercising reasonable business judgment. Except as otherwise provided
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in the immediately preceding sentence, neither the Indemnified Party nor the Indemnifying Party shall settle or confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to indemnify the Indemnified Party, except with the prior written consent of both parties. The Indemnified Party shall at all times make available such information and assistance as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense, at the expense of the Indemnifying Party.
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11.4
|
In no event shall any party be liable for any loss arising by reason of the occurrence of a Force Majeure Event (as defined in Section 12) which prevents, hinders or delays it from or in performing its obligations under this Agreement.
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11.5
|
State Street shall not be liable for any liabilities, damages, losses, claims, taxes, duties, costs or expenses (including, without limitation, legal fees) whatsoever incurred or suffered by a Fund at any time as a result of the failure of the Fund or any other person (other than State Street, its employees, agents or delegates) to comply with the laws or regulations of any country or jurisdiction. For avoidance of doubt, the preceding sentence shall not relieve State Street of liability to the extent such other person's failure to comply with laws or regulations is the direct result of State Street's negligence, bad faith, fraud, willful default or willful misconduct in the discharge of its duties hereunder.
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11.6
|
The provisions herein regarding indemnification, liability and limits thereon shall survive following the expiration or termination of this Agreement to the extent relating to any claim or right of action arising in connection with the performance of this Agreement and each Fund and State Street shall enter into such documents as shall be necessary to ensure the survival of the same.
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11.7
|
Each Fund acknowledges that except as otherwise expressly set forth in this Agreement, State Street's duties under this Agreement do not include any obligation to monitor the compliance of the Fund or any other person whatsoever with any restriction or guideline imposed by its Constitutive Documents or by law or regulation or otherwise with regard to the investment of the assets of the Fund. In no event shall State Street have any duty to enforce compliance by the Fund or any other person whatsoever with any such restrictions or guidelines.
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11.8
|
Each Fund acknowledges and agrees that State Street shall provide Compliance Monitoring Services, if any, on a contractual basis only in accordance with the terms of the Compliance Monitoring Services Addendum attached hereto as Exhibit 2. The Compliance Monitoring Services are provided by State Street as a supplement to and not in place or in lieu of a Fund's own compliance program and/or that of the investment advisers of the Fund.
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11.9
|
State Street shall have no liability to a Fund or otherwise for any loss or liability resulting from State Street's performance or non-performance of the Compliance Monitoring Services except as expressly set forth in the Compliance Monitoring Services Addendum.
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11.10
|
In no event shall State Street or any Fund be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever, even if advised of the possibility of such damages. The limitation on liability imposed by this Section 11.10 shall not be construed to relieve State Street of liability to a Fund in circumstances where (i) it is otherwise liable to the
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Fund under the terms of this Agreement for losses resulting from an inaccurate Net Asset Value calculation and (ii) the liability of the Fund arises from its obligation to compensate shareholders for direct loss resulting from the purchase or redemption of shares at such inaccurate Net Asset Value.
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12.
|
FORCE MAJEURE
.
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12.1
|
If a party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event (as defined below) then:
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12.1.1
|
that party's obligations under this Agreement shall be suspended for so long as the Force Majeure Event continues and to the extent that party is so prevented, hindered or delayed;
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12.1.2
|
as soon as reasonably possible after commencement of the Force Majeure Event that party shall notify the other party in writing of the occurrence of the Force Majeure Event, the date of commencement of the Force Majeure Event and the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement; and
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12.1.3
|
as soon as reasonably possible after the cessation of the Force Majeure Event that party shall notify the other party in writing of the cessation of the Force Majeure Event and shall resume performance of its obligations under this Agreement.
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12.2
|
For the purposes of this Section 12 and Section 11.4, "Force Majeure Event" means any event beyond the reasonable control of a party including, without limitation, acts of God, war damage, enemy action, riot, civil commotion, rebellion, act of any government or any other competent authority or compliance with any law or governmental order, rule, regulation or direction. For avoidance of doubt, provided that State Street has exercised reasonable care and diligence and complied with its obligations under Section 12.3 and 13 below, a Force Majeure Event shall include any failure or malfunction of any telecommunications, computer or other electrical, mechanical or technological application, service or system to the extent any such failure is beyond State Street's reasonable control.
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12.3
|
Each party hereto shall use all reasonable efforts to mitigate the effects of any Force Majeure Event.
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13.
|
CONTINGENCY MEASURES
.
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13.1
|
State Street shall maintain in a separate and safe place additional copies of all records required to be maintained pursuant to this Agreement or additional tapes, disks or other sources of information necessary to reproduce all such records.
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13.2
|
Within twelve (12) months of the date hereof, State Street shall establish and maintain a disaster recovery back-up facility available for its use in providing the Services required hereunder in the event circumstances beyond State Street's control result in State Street not being able to process the necessary work at its principal facility. State Street shall, from time to time, upon request from a Fund provide written evidence and details of its arrangement with respect to such back-up
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facility. State Street further agrees to provide each Fund from time to time on request with a copy of the disaster recovery and contingency plans of State Street and to make its staff available to discuss such plans on request. Nothing in this Section shall relieve State Street of any liability that it might otherwise have under this Agreement arising from or as a result of its fraud, willful default, negligence or willful misconduct in the performance of its duties hereunder, provided, however, that the aggregate liability of State Street to any Fund in relation to the maintenance of a disaster recovery back-up facility during the initial twelve (12) months of this Agreement shall not at any time exceed an amount equal to ten (10) per cent of the fee paid or accrued and payable by such Fund (as of the date of the liability) in respect of the accounting and administrative services provided pursuant to the Agreement.
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13.3
|
State Street shall at all times employ a then current version of one of the leading commercially available virus detection software programs to test the on-site hardware and software applications utilized by it to deliver the Services to determine that such hardware and software does not contain any computer code designed to disrupt, disable, harm, or otherwise impede operation. With respect to any applications utilized on a remote basis, State Street shall use commercially reasonable efforts to obtain a similar representation or commitment from the third party provider of such application.
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13.4
|
State Street shall at its expense retain a firm of independent auditors to perform an annual audit of the internal accounting controls and procedures employed by State Street in the performance of the Services and to issue a detailed report thereon and shall provide to each Fund a copy of such report within ten (10) Business Days of its issue by the independent auditors. The first such annual audit shall be carried out in the fourth quarter of 2001. State Street shall also allow each Fund's independent auditors and the corresponding personnel of each Fund's investment adviser reasonable access to perform their own audit of State Street's internal accounting controls, provided, however, that the frequency and scope of such audits shall be as agreed by the JSC from time to time.
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13.5
|
Upon request of a Fund, State Street shall from time to time as appropriate, furnish to such Fund a letter setting forth the insurance coverage maintained by State Street, any changes in such coverage which may have occurred from the date of the last such request and any claim relating to the Fund which State Street may have made under such insurance.
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14.
|
FEES AND EXPENSES
.
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14.1
|
In consideration of the provision of the Services by State Street, each Fund (or Merrill Lynch Investment Managers, L.P., for those Funds identified on Schedule 1 hereto as Funds for which its investment adviser pays accounting costs) shall pay to State Street such fees and shall reimburse State Street such expenses as may be agreed by the parties from time to time in a separate written fee schedule.
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14.2
|
Each Fund will bear all expenses that are incurred in its operation and not specifically assumed by State Street. Expenses to be borne by each Fund, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Fund's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by State
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Street under this Agreement); cost of any services contracted for by the Fund directly from parties other than State Street; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Fund; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and independent accountants' fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Fund; costs incidental to the preparation, printing and distribution of the Fund's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Fund's tax returns, Form N-1A or N-2, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; and fidelity bond and directors' and officers' liability insurance.
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15.
|
JOINT SERVICES COMMITTEE
.
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15.1
|
Following the signing of this Agreement, State Street and the Funds, in conjunction with MLIM and Princeton Administrators, L.P. (collectively, the "MLIM Group") which have entered into separate Administrative Services Agreements with State Street, shall establish a Joint Services Committee (the "JSC") comprised of an equal number of representatives appointed to represent State Street and the MLIM Group (the "Committee Members"). For purposes of this section, the MLIM Group shall be treated as one entity in terms of their ability to appoint representatives to the JSC. Except as otherwise agreed, a meeting shall not be validly constituted unless an equal number of representatives from the MLIM Group and State Street are present. The JSC shall continue in existence after termination of this Agreement until such time as all activities performed by State Street under this Agreement have been transferred to a successor service provider. All parties shall be entitled from time to time to replace any of their representatives (and shall notify one another of their intention to do so). The JSC shall monitor the progress and performance of this Agreement in relation to the Services and shall meet on a regular basis no less frequently than quarterly unless otherwise agreed. Each of State Street and the MLIM Group shall also be entitled to convene meetings of the JSC by giving notice to all members of the JSC. A representative of the Funds shall chair all meetings of the JSC. The minutes shall be kept by State Street and, subject to review of all parties, issued to the MLIM Group. The JSC shall establish its own procedures and each party shall use all reasonable endeavors to meet the actions agreed at those meetings and cooperate with the other to provide personnel, resources and actions to meet their obligations under this Agreement.
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15.2
|
State Street shall provide to the JSC and the representative(s) of the MLIM Group a monthly report in such form as the Committee Members shall agree (the "Key Performance Indicator Report") showing the following performance levels achieved by State Street in providing the relevant Services including, but not limited to:
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15.2.1
|
the average performance in the previous 12 months;
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15.2.2
|
the month with the highest and lowest performance levels in the previous 12 months; and
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15.2.3
|
the performance in each month since the previous meeting.
|
15.3
|
The JSC shall be responsible for:
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|
15.3.1
|
determining whether a Service is an Existing Service or a New Service and, for this purpose, a Service shall be determined to be an Existing Service if, although that Service is not described in a Service Level Agreement, it is a service which a Fund can demonstrate (to the reasonable satisfaction of State Street) has been provided or made available prior to the date of this Agreement by MLIM to one or more of the Funds.
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15.3.2
|
oversight of the performance of the Services;
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|
15.3.3
|
oversight of the performance by State Street, each Fund and third parties of their duties under the Service Level Agreement;
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15.3.4
|
determining when and where revisions need to be made to this Agreement and to the Service Level Agreement(s) to more adequately meet or address the service requirements of the Funds from time to time; and
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15.3.5
|
determining changes to be made in the Services as a result of changes in any law, rule or regulation applicable to the Funds.
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16.
|
REPRESENTATIONS AND WARRANTIES OF STATE STREET
.
|
16.1
|
State Street represents and warrants to each Fund that:
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|
16.1.1
|
It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
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16.1.2
|
It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts and the State of New Jersey;
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16.1.3
|
All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
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16.1.4
|
No legal or administrative proceedings have been instituted or threatened which would impair State Street's ability to perform its duties and obligations under this Agreement; and
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16.1.5
|
Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it.
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17.
|
REPRESENTATIONS AND WARRANTIES OF THE FUNDS
.
|
17.1
|
Each Fund represents and warrants to State Street that:
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|
17.1.1
|
It is a corporation or business trust, as the case may be, duly organized, existing and in good standing under the laws of the jurisdiction of its incorporation or establishment;
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17.1.2
|
It has the requisite corporate or trust power and authority under applicable laws and by its Constitutive Documents to enter into and perform this Agreement;
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17.1.3
|
All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
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17.1.4
|
It is an investment company properly registered under the 1940 Act;
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17.1.5
|
A registration statement under the 1933 Act and the 1940 Act has been filed and, if the Fund is offering securities in a transaction that requires registration under the 1933 Act, will be effective and remain effective during the term of this Agreement as required by applicable law. The Fund also warrants to State Street that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Fund offers or sells its shares have been made;
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17.1.6
|
No legal or administrative proceedings have been instituted or threatened which would impair the Fund's ability to perform its duties and obligations under this Agreement; and
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17.1.7
|
Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.
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18.
|
CONFIDENTIALITY
|
19.
|
RECORDS
.
|
19.1
|
State Street is authorized to maintain all accounts, registers, corporate books and other documents and information on magnetic tape or disc or in accordance with any other mechanical or electronic system provided that they are capable of being reproduced in legible form in accordance with applicable laws.
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19.2
|
In compliance with the requirements of Rule 31a-3 under the 1940 Act, State Street agrees that all records which it maintains for a Fund shall at all times remain the property of the Fund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. State Street further agrees that all records which it maintains for a Fund pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. State Street shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.
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20.
|
TERM; TERMINATION
|
20.1
|
This Agreement shall become effective as of the date of its execution and delivery and shall continue in full force and effect for an initial term of five (5) years (the "Initial Term") with automatic one year renewals from year to year thereafter unless otherwise terminated in accordance with this provisions of this Section 20.
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20.2
|
Upon termination of this Agreement, each Fund shall pay to State Street upon demand, such fees and reimbursable costs, expenses and disbursements as may be due as of the date of such termination.
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20.3
|
State Street shall be entitled to resign its appointment hereunder in respect of a Fund:
|
|
20.3.1
|
following expiration of the Initial Term, by giving not less than 270 days notice in writing to the Fund to expire at any time, provided, however, that State Street will use reasonable efforts in assisting the Fund to select a successor and if, after the expiration of the notice period, a new administrative services provider has not been appointed or is not ready to assume its duties, State Street shall continue its appointment hereunder for such additional period as may be mutually agreed between State Street and the Fund.
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20.3.2
|
with immediate effect at any time prior to the expiry of the Initial Term if:
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|
20.3.2.1
|
such Fund shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Fund seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; or the Fund shall take any corporate action to authorize any of the preceding actions, provided, however, that State Street may not resign its position on the basis that a Fund is being liquidated or reorganized for reasons other than bankruptcy or insolvency; or
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20.3.2.2
|
such Fund shall commit a material breach of this Agreement, which breach, although capable of remedy, has not been remedied by the Fund within thirty (30) days of written notice by State Street; or
|
|
20.3.2.3
|
the obligations and duties in respect of a Fund under the Service Level Agreement have consistently not been met in a material respect and such failure has not been resolved by the JSC or the Executive Officers in accordance with Sections 5.5 through 5.8 above.
|
20.4
|
A Fund may terminate the appointment of State Street:
|
|
20.4.1
|
following expiration of the Initial Term, by giving not less than 270 days notice in writing to expire at any time.
|
|
20.4.2
|
with immediate effect at any time prior to the expiry of the Initial Term if:
|
|
20.4.2.1
|
State Street shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against State Street seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; or State Street shall take any corporate action to authorize any of the preceding actions;
|
|
20.4.2.2
|
State Street shall commit any material breach hereunder, which breach, although capable of remedy, has not been remedied by State Street within thirty (30) days of written notice by a Fund;
|
|
20.4.2.3
|
The Fund has substantially liquidated or distributed its assets to shareholders or a successor following a vote of such shareholders or other action to dissolve the Fund; or
|
|
20.4.2.4
|
State Street has consistently failed to meet the key performance indicators, delivery benchmarks or other aspects of the Service Level Agreement in a material respect and such failure has not been resolved by the JSC or the Executive Officers in accordance with Sections 5.5 through 5.8 above.
|
|
20.4.3
|
A Fund may terminate this Agreement with effect on the expiry of the Initial Term by giving twelve months prior written notice or anytime thereafter in accordance with Section 20.4.1.
|
20.5
|
In the event that a Fund terminates one or more series of shares with respect to which State Street renders Services or a Fund terminates State Street's appointment pursuant to Section 20.4.2 above, it shall so notify State Street in writing.
|
20.6
|
Following any termination of this Agreement, State Street and each Fund agree to provide their committed cooperation to effect an orderly transition of State Street's duties and responsibilities hereunder to a new administrative services provider(s) selected by the Fund or Funds as soon as may be reasonably practicable.
|
20.7
|
In the event this Agreement is terminated by one or more of the Funds pursuant to Section 20.4.2.4 or by State Street pursuant to Section 20.3.2.3, State Street shall pay one-half of the direct costs and expenses incurred by State Street and the Fund(s) in connection with such termination and the conversion to a successor administrative services provider and the Fund or Funds involved shall arrange for the payment of the balance.
|
21.
|
NOTICES
|
22.
|
FURTHER ASSURANCE
.
|
23.
|
NON-EXCLUSIVITY
.
|
23.1
|
The services of State Street to the Funds hereunder are not to be deemed exclusive and State Street and any affiliate shall be free to render similar services to others and to retain for its own use and benefit all fees or other monies payable thereby and neither State Street nor any affiliate shall be deemed to be affected with notice of or to be under any duty to disclose to the Funds any fact or thing which comes to the notice of State Street or that affiliate or any servant or agent of State Street or that affiliate in the course of State Street rendering similar services to others or in the course of its business in any other capacity or in any manner whatsoever otherwise than in the course of carrying out its duties hereunder.
|
23.2
|
Nothing herein contained shall prevent State Street or any affiliate from buying holding and dealing in any assets upon its own account or the account of others notwithstanding that similar assets may be held by State Street for the account of a Fund.
|
24.
|
NO PARTNERSHIP OR AGENCY
.
|
25.
|
NON-WAIVER; FORBEARANCE
.
|
26.
|
DISPUTES
.
|
26.1
|
The parties desire to prevent both disputes and unanticipated issues arising under or relating to this Agreement. The parties further desire to resolve such disputes and unanticipated issues that nevertheless do occur by use of processes that are intended to avoid and prevent delaying or impairing in any way the performance by all parties of their respective obligations under this Agreement. Therefore, the parties have agreed to utilize the processes specified below in this Section 26 to resolve certain disputes, as described below, arising under or relating to this Agreement.
|
26.2
|
The parties agree that any issue(s) which may arise in connection with the Agreement shall initially be referred to the JSC, which shall establish a deadline for resolution of each matter submitted to it.
|
26.3
|
If the JSC has not fully resolved such issue(s) by the stated deadline, then the matter shall be referred to the Executive Officers for resolution.
|
26.4
|
If the Executive Officers are unable to resolve the matter within thirty (30) Business Days of the referral, and if (but only if) all relevant parties agree in writing within five (5) Business Days of the aforementioned deadline, then a mutually-acceptable Professional Mediator (as defined below) may be utilized to review the open issue(s) and attempt to facilitate a resolution within thirty (30) Business Days of referral of the issue(s). The parties will mutually determine the location, date, duration, and process for any such mediation effort, which shall be in all respects advisory to, and not binding on, the parties. State Street shall pay one-half of the costs of the Professional Mediator and the Fund or Funds involved shall arrange for the payment of the balance.
|
26.5
|
To be considered as the Professional Mediator, an individual must have experience in the investment and/or administrative services industry/ies (preferably both). Any individual employed during the last two (2) calendar years by any party or any party's current primary legal, accounting, or consulting firm may not be utilized.
|
26.6
|
In order to enable and facilitate candor and completeness during, and the optimal potential benefits of, the mediation process, both (1) the parties' respective contentions, communications, documents, and/or submissions, if any, during the mediation, and (2) the analysis, comments, and/or recommendations of the Professional Mediator, if any (x) will remain confidential among the parties (to the extent permissible under applicable law, State Street and each Fund hereby acknowledging that State laws and/or regulations may require the public availability of some or all information and documents relating to this Agreement) and (y) may not be asserted, admitted, or otherwise utilized by any party as evidence against another party in any later or simultaneous mediation, binding arbitration, litigation, or otherwise.
|
26.7
|
If either (i) following a failure by the Executive Officers to resolve the matter, the relevant parties do not agree on use of a Professional Mediator or (ii) the open issue(s) have not been resolved within thirty (30) Business Days of the conclusion of such mediation effort, then resolution between the parties' will be deemed to have failed and each party shall be free to enforce of its legal rights under this Agreement in such manner as it shall deem fit.
|
27.
|
REMEDIES ARE CUMULATIVE
.
|
28.
|
REPRODUCTION OF DOCUMENTS
|
29.
|
VARIATION OF AGREEMENT
.
|
30.
|
ASSIGNABILITY
|
31.
|
SUCCESSORS
|
32.
|
SEVERABILITY
|
33.
|
COUNTERPARTS
.
|
34.
|
LIMITATION ON LIABILITY OF TRUSTEES
.
|
35.
|
GOVERNING LAW
|
36.
|
ENTIRE AGREEMENT
|
STATE STREET BANK AND TRUST COMPANY
|
||
By:
|
/s/ Donald DeMarco
|
|
Name:
|
Donald DeMarco
|
|
Title:
|
Senior Vice President
|
|
TERRY K. GLENN,
|
||
President
|
||
for and on b if of the Funds listed on Schedule I hereto
|
||
/s/ Terry K. Glenn
|
By:
|
||
Name:
|
||
Title:
|
By:
|
/s/ Donald De Mallo
|
|
Name:
|
Donald De Mallo
|
|
Title:
|
Senior Vice President
|
|
Date:
|
12/28/00
|
1.
|
DEFINITIONS
.
|
2.
|
COMPLIANCE MONITORING SERVICES
|
2.1
|
Subject to the general terms and conditions of the Agreement and Section 3 below, State Street agrees to carry out the Compliance Tests set forth in a Test Matrix or the Service Level Agreement, as the case may be, with respect to one or more Portfolios designated therein as may be agreed from time to time by State Street and a Fund.
|
2.2
|
Unless otherwise specified in a Test Matrix or the Service Level Agreement, as the case may be, all Compliance Tests will be based on unaudited daily, monthly or other appropriate period end data obtained from the record keeping systems employed by State Street and will utilize standard dictionary classifications with respect to all assets and each Compliance Test.
|
2.3
|
State Street shall communicate Compliance Breaches and Compliance Reports to the relevant Fund at such times and in such manner as may be agreed from time to time between State Street and the Fund; provided that in carrying out the Compliance Monitoring Services, State Street shall report Compliance Breaches to a Fund promptly after becoming aware of any such breach.
|
2.4
|
The Compliance Monitoring Services will commence in respect of a Portfolio at such time as may be agreed from time to time between State Street and the Fund.
|
3.
|
LIABILITY
|
3.1
|
Each Fund acknowledges and agrees that State Street shall assume no duty to discharge any legal or regulatory obligation imposed on a Fund or its investment adviser to ensure or otherwise monitor investment or legal compliance by the Fund.
|
3.1
|
Except as expressly set forth in Section 3.2 -below, State Street shall have no liability for any loss, liability, damage, claim, cost or expense, in contract, tort or otherwise (including, but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to a Fund's compliance with any federal or state tax or securities statute, regulation or ruling), whether ordinary, direct, indirect, consequential, incidental, special, punitive or exemplary arising out or in connection with the Compliance Monitoring Services or any decision made or action taken by any party in reliance upon such service, even if State Street has been advised of the possibility of such loss, damage or expense and regardless of the form of action in which a claim is brought.
|
3.2
|
In the event a Fund incurs a loss or liability with respect to a Portfolio by reason of State Street's fraud, bad faith, willful default or negligence in the performance of the Compliance Monitoring Services, State Street shall reimburse the Fund an amount in respect of such loss or liability up to (but not in excess of) the fees paid or accrued and payable by the Fund for the Compliance Monitoring Services in respect of such Portfolio, provided, however, that in no event will the aggregate liability of State Street for the provision of Compliance Monitoring Services in respect of any Portfolio in any Contract Year exceed the annual fee payable by the Fund for such services in respect of such Portfolio. For purposes of this Section 3.2, the annual fee payable by a Fund for Compliance Monitoring Services shall be deemed to be an amount equal to ten (10) per cent of the aggregate annual fee payable by such Fund to State Street in respect of the accounting and administrative services provided pursuant to the Agreement.
|
3.3
|
The liability of State Street under Section 3.2 for any loss shall be limited to the extent of its relative degree of fault in relation to that of the party responsible for the management of the Portfolio. To the extent that a Fund and State Street are unable to agree initially as to the relative degree of fault, the particular matter shall be referred to the JSC, which shall refer the matter to a committee of representatives of State Street and the Funds appointed by the JSC. To the extent that the committee is unable to reach a determination of relative degree of fault, and the dispute
|
|
is not subsequently resolved by the JSC, the matter shall be resolved under the dispute resolution procedures set forth in Section 26 of the Agreement.
|
3.4
|
Notwithstanding Section 3.2, State Street shall be without liability to a Fund for any loss or liability incurred subsequent to a Fund or the investment adviser of the Fund becoming aware of a Compliance Breach.
|
By:
|
/s/ Neal J. Andrews
|
||
Name:
|
Neal J. Andrews
|
||
Title:
|
CFO
|
||
Date:
|
11/1/07
|
By:
|
/s/ Michael D'Aleandro
|
||
Name:
|
Michael D'Aleandro
|
||
Title:
|
Vice President and Department Manager
|
||
Date:
|
11/1/07
|
1.
|
BlackRock Broad Investment Oracle 2009 Term Trust, Inc.
|
|
2.
|
BlackRock BCT Subsidiary, Inc.
|
|
3.
|
BlackRock California Investment Quality Municipal Trust, Inc.
|
|
4.
|
BlackRock California Municipal Income Trust
|
|
5.
|
BlackRock Core Bond Trust
|
|
6.
|
BlackRock Florida Investment Quality Municipal Trust
|
|
7.
|
BlackRock Florida Municipal Income Trust
|
|
8.
|
BlackRock High Yield Trust
|
|
9.
|
BlackRock Income Opportunity Trust
|
|
10.
|
BlackRock Income Trust, Inc.
|
|
11.
|
BlackRock Investment Quality Municipal Trust. Inc.
|
|
12.
|
BlackRock Limited Duration Income Trust
|
|
13.
|
BlackRock Long-Term Municipal Advantage Trust
|
|
14.
|
BlackRock Municipal Income Trust
|
|
15.
|
BlackRock New Jersey Investment Quality Municipal Trust, Inc.
|
|
16.
|
BlackRock New Jersey Municipal Income Trust
|
|
17.
|
BlackRock New York Investment Quality Municipal Trust, Inc.
|
|
18.
|
BlackRock New York Municipal Income Trust
|
|
19.
|
BlackRock Preferred and Equity Advantage Trust
|
|
20.
|
BlackRock Strategic Bond Trust
|
|
iShares
|
U.S. Registered Funds
|
US 1940 Act ETFs
|
|
iShares
|
U.S. Registered Funds
|
US 1940 Act ETFs
|
I.
|
INTRODUCTION
|
II.
|
DEFINITION
|
|
1.
|
"Access Person" means any Advisory Person of a Fund. A list of the Funds' Access Persons is attached as Appendix 2 to this Code and will be updated from time to time.
|
|
2.
|
"Advisory person" means: (a) any director, officer, general partner or employee of a Fund or of any company in a control relationship to a Fund, who, in connection with his regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a "Covered Security" by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (b) any natural person in a control relationship to a Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of "Covered Securities".
|
|
3.
|
"Beneficial ownership" has the meaning set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a copy of which is included as Appendix 3. The determination of direct or indirect beneficial ownership shall apply to all securities which an Access Person has or acquires.
|
|
4.
|
"BRIL" means BlackRock Investments, LLC, each open-end Fund's principal underwriter and the principal underwriter of certain closed-end funds.
|
|
5.
|
"BRIL Code" means the Code of Ethics adopted by BRIL.
|
|
6.
|
"BlackRock" means affiliates of BlackRock, Inc. that act as investment adviser and sub-adviser to the Funds.
|
|
7.
|
"Board" means, collectively, the boards of directors or trustees of the Funds.
|
|
8.
|
"AEITP" means the Advisory Employee Investment Transaction Policy adopted by BlackRock and approved by the Board.
|
|
9.
|
"Control" has the meaning set forth in Section 2(a)(9) of the 1940 Act.
|
|
10.
|
"Covered Security" has the meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include: direct obligations of the U.S. Government; bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements; and shares issued by registered open-end investment companies. A high-quality short-term debt instrument is one with a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization.
|
|
11.
|
"Independent Director" means a director or trustee of a Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.
|
|
12.
|
"Investment Personnel" of a Fund means: (a) any employee of the Fund (or of any company in a control relationship to the Fund) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; and (b) any natural person who controls the Fund and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.
|
|
13.
|
"IPO" means an offering of securities registered under the Securities Act of 1933, (the "1933 Act") the issuer or which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
|
|
14.
|
"Limited Offering" means an offering exempt from registration under the 1933 Act pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under the 1933 Act.
|
|
15.
|
"Purchase or sale of a Covered Security" includes, among other things, the writing of an option to purchase or sell a Covered Security.
|
|
16.
|
"Automatic Investment Plan" means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
|
III.
|
RESTRICTIONS APPLICABLE TO DIRECTORS, OFFICERS AND EMPLOYEES OF BLACKROCK AND BRIL
|
|
1.
|
All Access Persons of BlackRock's investment advisory companies and BRIL shall be subject to the restrictions, limitations and reporting responsibilities set forth in the AEITP and the BRIL Code, respectively, as if fully set forth herein.
|
|
2.
|
Persons subject to this Section III shall not be subject to the restrictions, limitations and reporting responsibilities set forth in Sections IV. and V. below. In particular, an Access Person of BlackRock's investment advisory companies need not make a separate report under this Code to the extent the information would duplicate information required to be recorded under Rule 204-2(a)(13) under the Investment Advisers Act of 1940, as amended ("Advisers Act").
|
IV.
|
PROHIBITIONS; EXEMPTIONS
|
1.
|
Prohibited Purchases and Sales
|
|
(1)
|
is being considered for purchase or sale by a Fund; or
|
|
(2)
|
is being purchased or sold by a Fund.
|
2.
|
Exemptions from Certain Prohibitions
|
|
(1)
|
purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;
|
|
(2)
|
purchases or sales which are non-volitional on the part of either the Access Person or a Fund;
|
|
(3)
|
purchases which are part of an automatic dividend reinvestment plan (other than pursuant to a cash purchase plan option);
|
|
(4)
|
purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired from that issuer, and sales of the rights so acquired;
|
|
(5)
|
any purchase or sale, or series of related transactions, involving 500 shares or less in the aggregate, if the issuer has a market capitalization (outstanding shares multiplied by the current price per share) greater than $1 billion;
|
|
(6)
|
any purchase or sale which the Chief Compliance Officer ("CCO") of BlackRock, or his designee (as defined in the AEITP), approves on the grounds that its potential harm to the Fund is remote.
|
3.
|
Prohibited Recommendations
|
|
A.
|
any direct or indirect beneficial ownership of any Covered Security of such issuer, including any Covered Security received in a private securities transaction;
|
|
B.
|
any contemplated purchase or sale by such person of a Covered Security;
|
|
C.
|
any position with such issuer or its affiliates; or
|
|
D.
|
any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest.
|
4.
|
Pre-Approval of Investments in Initial Public Offerings or Limited Offerings
|
1.
|
Initial Holdings Reports
|
|
A.
|
the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
|
|
B.
|
the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
|
|
C.
|
the date that the report is submitted by the Access Person.
|
2.
|
Quarterly Reporting
|
|
A.
|
Every Access Person shall either report to each Fund the information described in paragraphs B and C below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership in the security or, in the alternative, make the representation in paragraph D below.
|
|
B.
|
Every report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain the following information:
|
|
(1)
|
the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;
|
|
(2)
|
the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
|
|
(3)
|
the price at which the transaction was effected;
|
|
(4)
|
the name of the broker, dealer or bank with or through whom the transaction was effected;
|
|
(5)
|
the date that the report is submitted by the Access Person; and
|
|
(6)
|
a description of any factors potentially relevant to an analysis of whether the Access Person may have a conflict of interest with respect to the transaction, including the existence of any substantial economic relationship between the transaction and securities held or to be acquired by a Fund.
|
|
C.
|
With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person, no later than 30 days after the end of a calendar quarter, an Access Person shall provide a report to each Fund containing the following information:
|
|
(1)
|
the name of the broker, dealer or bank with whom the Access Person established the account;
|
|
(2)
|
the date the account was established; and
|
|
(3)
|
the date that the report is submitted by the Access Person.
|
|
D.
|
If no transactions were conducted by an Access Person during a calendar quarter that are subject to the reporting requirements described above, such Access Person shall, not later than 30 days after the end of that calendar quarter, provide a written representation to that effect to the Funds.
|
3.
|
Annual Reporting
|
|
A.
|
Every Access Person shall report to each Fund the information described in paragraph B below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership in the security.
|
|
B.
|
Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):
|
|
(1)
|
the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;
|
|
(2)
|
the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and
|
|
(3)
|
the date that the report is submitted by the Access Person.
|
4.
|
Exceptions to Reporting Requirements
|
|
A.
|
An Access Person is not required to make a report otherwise required under Sections V.1., V.2. and V.3. above with respect to any transaction effected for any account over which the Access Person does not have any direct or indirect influence or control; provided, however, that if the Access Person is relying upon the provisions of this Section 4(A) to avoid making such a report, the Access Person shall, not later than 30 days after the end of each calendar quarter, identify
|
|
B.
|
An Access Person is not required to make a report otherwise required under Section V.2. above with respect to transactions effected pursuant to an Automatic Investment Plan.
|
|
C.
|
An Independent Director of a Fund who would be required to make a report pursuant to Sections V.1., V.2. and V.3. above, solely by reason of being a director of the Fund, is not required to make an initial holdings report under Section V.1. above and an annual report under Section V.3. above, and is only required to make a quarterly report under Section V.2. above if the Independent Director, at the time of the transaction, knew or, in the ordinary course of fulfilling the Independent Director's official duties as a director of the Fund, should have known that: (a) the Fund has engaged in a transaction in the same security within the last 15 days or is engaging or going to engage in a transaction in the same security within the next 15 days; or (b) the Fund or BlackRock has within the last 15 days considered a transaction in the same security or is considering a transaction in the same security or within the next 15 days is going to consider a transaction in the same security.
|
5.
|
Annual Certification
|
|
A.
|
All Access Persons are required to certify that they have read and understand this Code and recognize that they are subject to the provisions hereof and will comply with the policy and procedures stated herein. Further, all Access Persons are required to certify annually that they have complied with the requirements of this Code and that they have reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of such policies. A copy of the certification form to be used in complying with this Section V.5.A. is attached to this Code as Appendix 4.
|
|
B.
|
Each Fund, BlackRock and BRIL shall prepare an annual report to the Board to be presented to the Board each year and which shall:
|
|
(1)
|
summarize existing procedures concerning personal investing, including preclearance policies and the monitoring of personal investment activity after preclearance has been granted, and any changes in the procedures during the past year;
|
|
(2)
|
describe any issues arising under this Code or procedures since the last report to the Board including, but not limited to, information about any material violations of this Code or procedures and the sanctions imposed during the past year;
|
|
(3)
|
identify any recommended changes in existing restrictions or procedures based upon experience under this Code, evolving industry practice or developments in applicable laws and regulations;
|
|
(4)
|
contain such other information, observations and recommendations as deemed relevant by such Fund, BlackRock or BRIL; and
|
|
(5)
|
certify that such Fund, BlackRock and BRIL have adopted this Code with procedures reasonably necessary to prevent Access Persons from violating the provisions of Rule 17j-1(b) or this Code.
|
6.
|
Notification of Reporting Obligation and Review of Reports
|
7.
|
Miscellaneous
|
VI.
|
RECORDKEEPING REQUIREMENTS
|
1.
|
As long as this policy is in effect, a copy of it (and any version thereof that was in effect within the past five years) shall be preserved in an easily accessible place.
|
2.
|
The following records must be maintained in an easily accessible place for five years after the end of the fiscal year in which the event took place:
|
|
A.
|
a record of any violation of this Code, and of any action taken as a result of the violation;
|
|
B.
|
a record of all persons, currently or within the past five years, who are or were required to make reports under Section IV., or who are or were responsible for reviewing these reports; and
|
|
C.
|
a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under Section IV.4.
|
3.
|
The following records must be maintained for five years after the end of the fiscal year in which the event took place, the first two years in an appropriate and easily accessible place:
|
|
A.
|
a copy of each report made by an Access Person pursuant to this Code; and
|
|
B.
|
a copy of each annual report submitted by each Fund, BlackRock and BRIL to the Board.
|
VII.
|
CONFIDENTIALITY
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VIII.
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SANCTIONS
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iShares
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U.S. Registered Funds
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US 1940 Act ETFs
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I.
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DEFINITIONS
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A.
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Any Advisory Person of a Fund or of a Fund's investment adviser. If an investment adviser's primary business is advising Funds or other advisory clients, all of the investment adviser's directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of a Fund's directors, officers, and general partners are presumed to be Access Persons of the Fund.
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(1)
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If an investment adviser is primarily engaged in a business or businesses other than advising Funds or other advisory clients, the term Access Person means any director, officer, general partner or Advisory Person of the investment adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund.
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(2)
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An investment adviser is "primarily engaged in a business or businesses other than advising Funds or other advisory clients" if, for each of its most recent three fiscal years or for the period of time since its organization, whichever is less, the investment adviser derived, on an unconsolidated basis, more than 50 percent of its total sales and revenues and more than 50 percent of its income (or loss), before income taxes and extraordinary items, from the other business or businesses.
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B.
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Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.
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2.
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Advisory Person of a Fund or of a Fund's investment adviser means:
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A.
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Any director, officer, general partner or employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and
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B.
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Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.
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3.
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Control has the same meaning as in section 2(a)(9) of the Act.
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4.
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Covered Security means a security as defined in section 2(a)(36) of the Act, except that it does not include:
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A.
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Direct obligations of the Government of the United States;
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B.
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Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and
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C.
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Shares issued by open-end Funds.
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5.
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Fund means an investment company registered under the Investment Company Act.
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6.
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An Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.
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7.
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Investment Personnel of a Fund or of a Fund's investment adviser means:
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A.
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Any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund.
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B.
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Any natural person who controls the Fund or investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.
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8.
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A Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under the Securities Act of 1933.
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9.
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Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.
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10.
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Security Held or to be Acquired by a Fund means:
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A.
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Any Covered Security which, within the most recent 15 days:
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(1)
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Is or has been held by the Fund; or
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(2)
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Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and
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B.
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Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (a)(10)(i) of this section.
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11.
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Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
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II.
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UNLAWFUL ACTIONS
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1.
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To employ any device, scheme or artifice to defraud the Fund;
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2.
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To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;
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3.
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To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or
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4.
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To engage in any manipulative practice with respect to the Fund.
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III.
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CODE OF ETHICS
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1.
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Adoption and Approval of Code of Ethics.
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A.
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Every Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and each investment adviser of and principal underwriter for the Fund, must adopt a written code of ethics containing provisions reasonably
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B.
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The board of directors of a Fund, including a majority of directors who are not interested persons, must approve the code of ethics of the Fund, the code of ethics of each investment adviser and principal underwriter of the Fund, and any material changes to these codes. The board must base its approval of a code and any material changes to the code on a determination that the code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by paragraph (b) of this section. Before approving a code of a Fund, investment adviser or principal underwriter or any amendment to the code, the board of directors must receive a certification from the Fund, investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Funds, investment adviser's, or principal underwriter's code of ethics. The Fund's board must approve the code of an investment adviser or principal underwriter before initially retaining the services of the investment adviser or principal underwriter. The Fund's board must approve a material change to a code no later than six months after adoption of the material change.
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C.
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If a Fund is a unit investment trust, the Fund's principal underwriter or depositor must approve the Fund's code of ethics, as required by paragraph (c)(1)(ii) of this section. If the Fund has more than one principal underwriter or depositor, the principal underwriters and depositors may designate, in writing, which principal underwriter or depositor must conduct the approval required by paragraph (c)(1)(ii) of this section, if they obtain written consent from the designated principal underwriter or depositor.
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A.
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The Fund, investment adviser and principal underwriter must use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.
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B.
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No less frequently than annually, every Fund (other than a unit investment trust) and its investment advisers and principal underwriters must furnish to the Fund's board of directors, and the board of directors must consider, a written report that:
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(1)
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Describes any issues arising under the code of ethics or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and
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(2)
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Certifies that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the code.
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3.
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Exception for Principal Underwriters.
The requirements of paragraphs (c)(1) and (c)(2) of this section do not apply to any principal underwriter unless:
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A.
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The principal underwriter is an affiliated person of the Fund or of the Fund's investment adviser; or
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B.
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An officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund's investment adviser.
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A.
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Initial Holdings Reports. No later than 10 days after the person becomes an Access Person (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):
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(1)
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The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
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(2)
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The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
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B.
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The date that the report is submitted by the Access Person.
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A.
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With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:
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(1)
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The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;
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(2)
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The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
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(3)
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The price of the Covered Security at which the transaction was effected;
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(4)
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The name of the broker, dealer or bank with or through which the transaction was effected; and
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(5)
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The date that the report is submitted by the Access Person.
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B.
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With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:
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(1)
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The name of the broker, dealer or bank with whom the Access Person established the account;
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(2)
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The date the account was established; and
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(3)
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The date that the report is submitted by the Access Person.
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A.
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The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;
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B.
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The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and
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C.
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The date that the report is submitted by the Access Person.
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A.
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A person need not make a report under paragraph (d)(1) of this section with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.
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B.
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A director of a Fund who is not an "interested person" of the Fund within the meaning of section 2(a)(19) of the Act, and who would be required to make a report solely by reason of being a Fund director, need not make:
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(1)
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An initial holdings report under paragraph (d)(1)(i) of this section and an annual holdings report under paragraph (d)(1)(iii) of this section; and
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(2)
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A quarterly transaction report under paragraph (d)(1)(ii) of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.
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C.
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An Access Person to a Fund's principal underwriter need not make a report to the principal underwriter under paragraph (d)(1) of this section if:
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(1)
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The principal underwriter is not an affiliated person of the Fund (unless the Fund is a unit investment trust) or any investment adviser of the Fund; and
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(2)
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The principal underwriter has no officer, director or general partner who serves as an officer, director or general partner of the Fund or of any investment adviser of the Fund.
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D.
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An Access Person to an investment adviser need not make a separate report to the investment adviser under paragraph (d)(1) of this section to the extent the information in the report would duplicate information required to be recorded under § 275.204-2(a)(13) of this chapter.
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E.
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An Access Person need not make a quarterly transaction report under paragraph (d)(1)(ii) of this section if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, investment adviser or principal underwriter with respect to the Access Person in the time period required by paragraph (d)(1)(ii), if all of the information required by that paragraph is contained in the broker trade confirmations or account statements, or in the records of the Fund, investment adviser or principal underwriter.
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F.
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An Access Person need not make a quarterly transaction report under paragraph (d)(1)(ii) of this section with respect to transactions effected pursuant to an Automatic Investment Plan.
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V.
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PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS
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VI.
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RECORDKEEPING REQUIREMENTS
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1.
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Each Fund, investment adviser and principal underwriter that is required to adopt a code of ethics or to which reports are required to be made by Access Persons must, at its principal place of business, maintain records in the manner and to the extent set out in this paragraph (f), and must make these records available to the Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:
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A.
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A copy of each code of ethics for the organization that is in effect, or at any time within the past five years was in effect, must be maintained in an easily accessible place;
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B.
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A record of any violation of the code of ethics, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;
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C.
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A copy of each report made by an Access Person as required by this section, including any information provided in lieu of the reports under paragraph (d)(2)(v) of this section, must be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;
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D.
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A record of all persons, currently or within the past five years, who are or were required to make reports under paragraph (d) of this section, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; and
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E.
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A copy of each report required by paragraph (c)(2)(ii) of this section must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.
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2.
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A Fund or investment adviser must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under paragraph (e), for at least five years after the end of the fiscal year in which the approval is granted.
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iShares
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U.S. Registered Funds
|
US 1940 Act ETFs
|
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●
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Each Director/Trustee of the Funds
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●
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Each Officer of the Funds
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●
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The Portfolio Managers of the Funds
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|
iShares
|
U.S. Registered Funds
|
US 1940 Act ETFs
|
1.
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The term pecuniary interest in any class of equity securities shall mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities.
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2.
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The term indirect pecuniary interest in any class of equity securities shall include, but not be limited to:
|
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A.
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Securities held by members of a person's immediate family sharing the same household; provided, however, that the presumption of such beneficial ownership may be rebutted; see also Rule 16a-1(a)(4);
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B.
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A general partner's proportionate interest in the portfolio securities held by a general or limited partnership. The general partner's proportionate interest, as evidenced by the partnership agreement in effect at the time of the transaction and the partnership's most recent financial statements, shall be the greater of:
|
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(1)
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The general partner's share of the partnership's profits, including profits attributed to any limited partnership interests held by the general partner and any other interests in profits that arise from the purchase and sale of the partnership's portfolio securities; or
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(2)
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The general partner's share of the partnership capital account, including the share attributable to any limited partnership interest held by the general partner.
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C.
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A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; provided, however, that no pecuniary interest shall be present where:
|
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(1)
|
The performance-related fee, regardless of when payable, is calculated based upon net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciary's overall performance over a period of one year or more; and
|
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(2)
|
Equity securities of the issuer do not account for more than ten percent of the market value of the portfolio. A right to a nonperformance-related fee alone shall not represent a pecuniary interest in the securities;
|
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D.
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A person's right to dividends that are separated or separable from the underlying securities. Otherwise, a right to dividends alone shall not represent a pecuniary interest in the securities;
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E.
|
A person's interest in securities held by a trust, as specified in Rule 16a-8(b); and
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F.
|
A person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.
|
3.
|
A shareholder shall not be deemed to have a pecuniary interest in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity's portfolio.
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iShares
|
U.S. Registered Funds
|
US 1940 Act ETFs
|
Please sign your name here:
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Please print your name here:
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Please date here:
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Page 1 of 7
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Page 2 of 7
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Page 3 of 7
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Page 4 of 7
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a)
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public officials – if the intention is to influence the official and obtain; or
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b)
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persons in the private sector – if the purpose is to induce such persons to perform (or reward them for performing) a relevant function or activity improperly.
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Page 5 of 7
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Page 6 of 7
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Page 7 of 7
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Signature
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Title
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/s/ John M. Perlowski |
President and Chief Executive Officer
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John M. Perlowski
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/s/ Neal J. Andrews |
Chief Financial Officer
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Neal J. Andrews
|
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/s/ Michael J. Castellano |
Director/Trustee
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Michael J. Castellano
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/s/ Richard E. Cavanagh |
Director/Trustee
|
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Richard E. Cavanagh
|
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/s/ Frank J. Fabozzi |
Director/Trustee
|
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Frank J. Fabozzi
|
||
/s/ Kathleen F. Feldstein |
Director/Trustee
|
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Kathleen F. Feldstein
|
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/s/ James T. Flynn | Director/Trustee | |
James T. Flynn
|
|
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/s/ Jerrold B. Harris |
Director/Trustee
|
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Jerrold B. Harris
|
||
/s/ R. Glenn Hubbard |
Director/Trustee
|
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R. Glenn Hubbard
|
||
/s/ W. Carl Kester |
Director/Trustee
|
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W. Carl Kester
|
||
/s/ Karen P. Robards |
Director/Trustee
|
|
Karen P. Robards
|
||
/s/ Paul L. Audet |
Director/Trustee
|
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Paul L. Audet
|
||
/s/ Henry Gabbay |
Director/Trustee
|
|
Henry Gabbay
|
1.
|
BlackRock Build America Bond Trust
|
BBN
|
||
2.
|
BlackRock California Municipal Income Trust
|
BFZ
|
||
3.
|
BlackRock Core Bond Trust
|
BHK
|
||
4.
|
BlackRock Corporate High Yield Fund, Inc.
|
COY
|
||
5.
|
BlackRock Corporate High Yield Fund III, Inc.
|
CYE
|
||
6.
|
BlackRock Corporate High Yield Fund V, Inc.
|
HYV
|
||
7.
|
BlackRock Corporate High Yield Fund VI, Inc.
|
HYT
|
||
8.
|
BlackRock Credit Allocation Income Trust
|
BTZ
|
||
9.
|
BlackRock Debt Strategies Fund, Inc.
|
DSU
|
||
10.
|
BlackRock Defined Opportunity Credit Trust
|
BHL
|
||
11.
|
BlackRock Dividend Income Trust
|
BQY
|
||
12.
|
BlackRock EcoSolutions Investment Trust
|
BQR
|
||
13.
|
BlackRock Energy and Resources Trust
|
BGR
|
||
14.
|
BlackRock Enhanced Capital and Income Fund, Inc.
|
CII
|
||
15.
|
BlackRock Enhanced Equity Dividend Trust
|
BDJ
|
||
16.
|
BlackRock Enhanced Government Fund, Inc.
|
EGF
|
||
17.
|
BlackRock Floating Rate Income Strategies Fund, Inc.
|
FRA
|
||
18.
|
BlackRock Floating Rate Income Trust
|
BGT
|
||
19.
|
BlackRock Global Opportunities Equity Trust
|
BOE
|
||
20.
|
BlackRock Health Sciences Trust
|
BME
|
||
21.
|
BlackRock High Income Shares
|
HIS
|
||
22.
|
BlackRock High Yield Trust
|
BHY
|
||
23.
|
BlackRock Income Opportunity Trust, Inc.
|
BNA
|
||
24.
|
BlackRock Income Trust, Inc.
|
BKT
|
||
25.
|
BlackRock International Growth and Income Trust
|
BGY
|
||
26.
|
BlackRock Investment Quality Municipal Trust, Inc.
|
BKN
|
||
27.
|
BlackRock Limited Duration Income Trust
|
BLW
|
||
28.
|
BlackRock Long-Term Municipal Advantage Trust
|
BTA
|
||
29.
|
BlackRock Maryland Municipal Bond Trust
|
BZM
|
||
30.
|
BlackRock Massachusetts Tax-Exempt Trust
|
MHE
|
||
31.
|
BlackRock Multi-Sector Income Trust
|
BIT
|
||
32.
|
BlackRock Muni Intermediate Duration Fund, Inc.
|
MUI
|
||
33.
|
BlackRock Muni New York Intermediate Duration Fund, Inc.
|
MNE
|
||
34.
|
BlackRock MuniAssets Fund, Inc.
|
MUA
|
||
35.
|
BlackRock Municipal Bond Investment Trust
|
BIE
|
||
36.
|
BlackRock Municipal Bond Trust
|
BBK
|
||
37.
|
BlackRock Municipal Income Investment Quality Trust
|
BAF
|
||
38.
|
BlackRock Municipal Income Investment Trust
|
BBF
|
||
39.
|
BlackRock Municipal Income Quality Trust
|
BYM
|
||
40.
|
BlackRock Municipal Income Trust
|
BFK
|
||
41.
|
BlackRock Municipal Income Trust II
|
BLE
|
||
42.
|
BlackRock MuniEnhanced Fund, Inc.
|
MEN
|
||
43.
|
BlackRock MuniHoldings California Quality Fund, Inc.
|
MUC
|
||
44.
|
BlackRock MuniHoldings Fund, Inc.
|
MHD
|
||
45.
|
BlackRock MuniHoldings Fund II, Inc.
|
MUH
|
||
46.
|
BlackRock MuniHoldings Investment Quality Fund
|
MFL
|
||
47.
|
BlackRock MuniHoldings New Jersey Quality Fund, Inc.
|
MUJ
|
||
48.
|
BlackRock MuniHoldings New York Quality Fund, Inc.
|
MHN
|
||
49.
|
BlackRock MuniHoldings Quality Fund, Inc.
|
MUS
|
||
50.
|
BlackRock MuniHoldings Quality Fund II, Inc.
|
MUE
|
||
51.
|
BlackRock MuniVest Fund, Inc.
|
MVF
|
||
52.
|
BlackRock MuniVest Fund II, Inc.
|
MVT
|
53.
|
BlackRock MuniYield Arizona Fund, Inc.
|
MZA
|
||
54.
|
BlackRock MuniYield California Fund, Inc.
|
MYC
|
||
55.
|
BlackRock MuniYield California Quality Fund, Inc.
|
MCA
|
||
56.
|
BlackRock MuniYield Fund, Inc.
|
MYD
|
||
57.
|
BlackRock MuniYield Investment Fund
|
MYF
|
||
58.
|
BlackRock MuniYield Investment Quality Fund
|
MFT
|
||
59.
|
BlackRock MuniYield Michigan Quality Fund, Inc.
|
MIY
|
||
60.
|
BlackRock MuniYield Michigan Quality Fund II, Inc.
|
MYM
|
||
61.
|
BlackRock MuniYield New Jersey Fund, Inc.
|
MYJ
|
||
62.
|
BlackRock MuniYield New Jersey Quality Fund, Inc.
|
MJI
|
||
63.
|
BlackRock MuniYield New York Quality Fund, Inc.
|
MYN
|
||
64.
|
BlackRock MuniYield Pennsylvania Quality Fund
|
MPA
|
||
65.
|
BlackRock MuniYield Quality Fund, Inc.
|
MQY
|
||
66.
|
BlackRock MuniYield Quality Fund II, Inc.
|
MQT
|
||
67.
|
BlackRock MuniYield Quality Fund III, Inc.
|
MYI
|
||
68.
|
BlackRock New Jersey Municipal Bond Trust
|
BLJ
|
||
69.
|
BlackRock New Jersey Municipal Income Trust
|
BNJ
|
||
70.
|
BlackRock New York Municipal Bond Trust
|
BQH
|
||
71.
|
BlackRock New York Municipal Income Quality Trust
|
BSE
|
||
72.
|
BlackRock New York Municipal Income Trust
|
BNY
|
||
73.
|
BlackRock New York Municipal Income Trust II
|
BFY
|
||
74.
|
The BlackRock Pennsylvania Strategic Municipal Trust
|
BPS
|
||
75.
|
BlackRock Real Asset Equity Trust
|
BCF
|
||
76.
|
BlackRock Resources & Commodities Strategy Trust
|
BCX
|
||
77.
|
BlackRock Senior High Income Fund, Inc.
|
ARK
|
||
78.
|
BlackRock Strategic Bond Trust
|
BHD
|
||
79.
|
BlackRock Utility and Infrastructure Trust
|
BUI
|
||
80.
|
BlackRock Virginia Municipal Bond Trust
|
BHV
|
||
81.
|
The BlackRock Strategic Municipal Trust
|
BSD
|