Janey Ahn, Esq.
|
Thomas A. DeCapo, Esq.
|
BlackRock Advisors, LLC
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
55 East 52
nd
Street
|
500 Boylston Street
|
New York, New York 10055
|
Boston, Massachusetts 02116
|
Title of Securities Being Registered
|
Amount Being Registered
|
Proposed
Maximum Offering
Price per Unit
|
Proposed Maximum Aggregate
Offering Price
|
Amount of Registration Fee
|
||||
Common Shares, $0.001 par value
|
N/A
|
N/A
|
$1,000,000(1)
|
$116.20
|
1.a.
|
The registrant’s name is BlackRock Health Sciences Trust (the “Fund”).
|
1.b.
|
The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Fund’s investment objective is to provide total return through a combination of current income, current gains and long-term capital appreciation. The Fund seeks to achieve this objective by investing primarily in equity securities of companies engaged in the health sciences and related industries and equity derivatives with exposure to the health sciences industry. There can be no assurance that the Fund’s investment objective will be achieved or that the Fund’s investment program will be successful.
|
1.c.
|
The Fund is offering up to common shares.
|
1.d.
|
This Prospectus concisely provides information that you should know about the Fund before investing. You are advised to read this Prospectus carefully and to 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 available 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 also makes this Prospectus, annual and semi-annual reports and other information regarding the Fund available, free of charge under “Closed-End Funds” at
www.blackrock.com
and BlackRock will update performance and certain other data for the Fund on a monthly basis on its website in the “Closed-End Funds” section as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Fund. This reference and any other reference to BlackRock’s website is intended to allow investors 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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1.e.
|
This Prospectus is dated , 2015.
|
1.f.
|
Not applicable.
|
1.g.
|
The Fund’s common shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “BME.” 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 [ ], 2015, the last reported sale price for the Fund’s common shares on the NYSE was $[ ] per share.
|
1.h.
|
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.
|
1.i.
|
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.
|
1.j.
|
Investing in the Fund’s common shares involves certain risks that are described in Item 8.3 beginning on page I-[ ] of Part I of this Prospectus, and under Item 8 in Part II of this Prospectus under “Risk Factors,” beginning on page II-[ ] of Part II. Certain of these risks are summarized in Item 3.2 beginning on page I-[ ] of Part I of this Prospectus.
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1.k.
|
Not applicable.
|
2.
|
Not applicable.
|
1.
|
Exchange listing: see Item 1.g.
|
2.
|
Not applicable.
|
3.
|
Not applicable.
|
1.
|
Shareholder Transaction Expenses
|
Sales load paid by you (as a percentage of offering price)
|
1.00%
(1)
|
|
Offering expenses borne by the Fund (as a percentage of offering price)
|
[ ]%
(2)
|
|
Dividend reinvestment plan fees
|
$0.02 per share for open-market purchases of common shares
(3)
|
Percentage of net assets
attributable to common shares
|
||
Annual Expenses
|
||
Management fees
(4)
|
1.00%
|
|
Other expenses
(5)
|
0.16%
|
|
Total annual expenses
(6)
|
1.16%
|
|
(1)
|
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.
|
|
(2)
|
Based on the last reported sale price per share of the Fund's common shares on the NYSE on [ ], 2015. 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.
|
|
(3)
|
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 $0.02 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.
|
|
(4)
|
The Fund currently pays BlackRock Advisors, LLC, its investment adviser, a contractual management fee at an annual rate of 1.00% 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”). “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 does not currently borrow for investment purposes and has no present intention of borrowing for investment purposes. Thus, the Fund’s Managed Assets will generally be equal to the Fund’s net assets.
|
|
(5)
|
Based on the fiscal year ended December 31, 2014.
|
|
(6)
|
BlackRock Advisors, LLC, the Fund’s investment adviser (the “Advisor”), voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Fund pays to the Advisor indirectly through its investment in affiliated money market funds. However, the 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. Additionally, the Adviser reimbursed certain expensed incurred in connection with changing the Fund’s fiscal year end from October 31 to December 31. This waiver and reimbursement amounted to approximately 0.05% of the Fund’s average net assets attributable to common shares for the fiscal year ended December 31, 2014. See Item 20, below.
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|||||
Total expenses incurred
|
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
As of December 31, 2014
(adjusted)
|
Pro Forma
(unadjusted)
As adjusted
|
|||||||
Common shares outstanding, $0.001 par value per share
|
7,850,447 | [ | ] | |||||
Paid-in capital
|
$ | 185,065,815 | $ | [ | ] | |||
Distributions in excess of net investment income
|
$ | (16,686 | ) | $ | [ | ] | ||
Accumulated net realized gain
|
$ | 1,552,002 | $ | [ | ] | |||
Net unrealized appreciation (depreciation)
|
$ | 116,502,133 | $ | [ | ] | |||
Net Assets
|
$ | 303,103,264 | $ | [ | ] | |||
Net asset value per share
|
$ | 38.61 | $ | [ | ] |
2.
|
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 before investing in the Fund’s common shares. You should review the more detailed information contained in this Prospectus.
|
The Fund
|
BlackRock Health Sciences Trust is registered under the 1940 Act, as a non-diversified, closed-end management investment company and has been operational since 2005.
|
|
The Offering
|
The Fund is offering up to [ ] common shares in transactions that are deemed to be “at the market” as defined in Rule 415 under 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 NAV per share plus the per share amount of the commission to be paid to 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 [ ], 2015, the last reported sale price for the Fund’s common shares on the NYSE was [ ] per share.
The Distributor has entered into the Dealer Agreement with 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 1.00% 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 0.80% of the gross sales proceeds of the sale of the Fund’s common shares sold by that broker-dealer.
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, 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.
|
||
Investment Objective
|
The Fund’s investment objective is to provide total return through a combination of current income, current gains and long-term 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 Board without prior shareholder approval.
|
|
Investment Strategy
|
BlackRock Advisors, LLC is the Fund’s investment adviser.
The Advisor believes that the knowledge and experience of its Health Sciences Team enable it to evaluate the macro environment and assess its impact on the various sub-sectors within the health sciences industry. Within this framework, the Advisor identifies stocks with attractive characteristics, evaluates the use of options and provides ongoing portfolio risk management.
The top-down or macro component of the investment process is designed to assess the various interrelated macro variables affecting the health sciences industry as a whole. The Advisor evaluates health sciences sub-sectors (i.e., pharmaceuticals, biotechnology, medical devices, healthcare services, etc.). Selection of sub-sectors within the health sciences industry is a result of both the
|
Advisor’s sub-sector analysis, as well as, the Advisor’s bottom-up fundamental company analysis. Risk/reward analysis is a key component of both top-down and bottom-up analysis.
Bottom-up security selection is focused on identifying companies with the most attractive characteristics within each sub-sector of the health sciences industry. The Advisor seeks to identify companies with strong product potential, solid earnings growth and/or earnings power which are under appreciated by investors, a quality management team and compelling relative and absolute valuation. The Advisor believes that the knowledge and experience of its Health Sciences Team enables it to identify attractive health sciences securities.
The Advisor intends to utilize option strategies that consist of writing (selling) covered call options on a portion of the common stocks in the Fund, as well as other option strategies such as writing covered puts or using options to manage risk. The portfolio management team will work closely to determine which option strategies to pursue to seek to maximize both current income and capital appreciation.
|
||
Investment Policies
|
The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in equity securities of companies engaged in the health sciences and related industries and equity derivatives with exposure to the health sciences industry.
Companies in the health sciences industry include health care providers as well as businesses involved in researching, developing, producing, distributing or delivering medical, dental, optical, pharmaceutical or biotechnology products, supplies, equipment or services or that provide support services to these companies. These companies also include those that own or operate health facilities and hospitals or provide related administrative, management or financial support. Other health sciences industries in which the Fund may invest include: clinical testing laboratories; diagnostics; hospital, laboratory or physician ancillary products and support services; rehabilitation services; employer health insurance management services; and vendors of goods and services specifically to companies engaged in the health sciences. In addition, the Fund may invest in industries that may develop in the future that are commonly considered to be health sciences industries.
While the Fund will invest primarily in companies providing products and services for human health, it may also invest in companies whose products or services relate to the growth or survival of animals and plants. Non-human health sciences industries include companies engaged in the development, production or distribution of products or services that: increase crop, animal and animal product yields by enhancing growth or increasing disease resistance, improve agricultural product characteristics, such as taste, appearance, nutritional content and shelf life; reduce the cost of producing agricultural products; or improve pet health.
The Fund will consider a company to be principally engaged in a health sciences or related industry if 50% or more of its revenues are derived from, or 50% or more of its assets are related to, its health sciences business. Although the Fund generally will invest in companies included in the Russell 3000® Index, the Fund may invest in equity securities of health sciences companies with any size market capitalization, including small and mid-cap health sciences companies and companies that are not included in the Russell 3000® Index.
Equity securities in which the Fund anticipates investing include common stocks, preferred stocks, convertible securities, warrants, depository receipts and equity interests in real estate investment trusts that own hospitals.
|
premium, the Fund may be unable to issue additional shares pursuant to the offering described in this Prospectus, and may incur costs associated with setting up and maintaining an “at the market” program without the potential benefits. The offering described in this Prospectus also entails potential risks to existing common shareholders because increasing the amount of common shares outstanding may adversely affect the prices for the Fund’s common shares in the secondary market, dilute the voting power of already outstanding common shares, and if the Fund is unable to invest the proceeds of any offering in a timely manner in assets with a yield at least equal to that of the current portfolio, the Fund’s earnings per share may decrease.
·
Equity Securities Risk.
Stock markets are volatile, and the prices of equity securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions. Common equity securities in which the Fund may invest are structurally subordinated to preferred stock, bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and are therefore inherently more risky than preferred stock or debt instruments of such issuers. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.
·
Dividend Paying Equity Securities Risk.
The prices of dividend producing equity securities can be highly volatile. There is no guarantee that the issuers of the common equity securities in which the Fund invests will declare dividends in the future or that, if declared, they will remain at current levels or increase over time. In addition, dividend producing equity securities may exhibit greater sensitivity to interest rate changes and are subject to the same interest rate risks as fixed-income securities.
·
Interest Rate Risk.
Interest rate risk is the risk that prices of bonds, other fixed-income securities and dividend-paying equities will increase as interest rates fall and decrease as interest rates rise. This risk is heightened given that certain interest rates are at historical lows.
·
Risks Associated with the Fund’s Options Strategy.
Risks that may adversely affect the ability of the Fund to successfully implement its options strategy include the following: risks associated with options on securities generally, risks of writing options, exchange-listed options risk, over-the-counter options risk, index options risk, limitations on options writings risk and tax risk.
Additional risks of investing in the Fund include:
·
Health Sciences Industry Risk, including risks related to Concentration in the Health Sciences Industry, Pharmaceutical Sector Risk, Biotechnology Industry Risk, Managed Care Sector Risk, Life Science and Tools Industry Risk, Healthcare Technology Sector Risk, Healthcare Services Sector Risk, Healthcare Supplies Sector Risk, Healthcare Facilities Sector Risk, Healthcare Equipment Sector Risk, Healthcare Distributors Sector Risk, Healthcare REITs Risk and Risks Associated with the Implementation of the Patient Protection and Affordable Care Act
·
Investment and Market Discount Risk
·
Non-Diversified Status
·
Smaller Capitalization Company Risk, including Small and Mid-Cap
|
Stock Risk Investments in Unseasoned Companies Risk, and risks associated with Securities of Smaller and Emerging Growth Companies
·
Risks Associated with Private Company Investments, including Private Company Management Risk, Private Company Liquidity Risk, Private Company Valuation Risk, Reliance on the Advisor Risk, Co-Investment Risk, Private Company Competition Risk, Private Debt Securities and Affiliation Risk
·
New Issues Risk
·
Growth Stock Risk
·
Value Stock Risk
·
Preferred Securities Risk, including Deferral Risk, Subordination Risk, Limited Voting Rights Risk, Special Redemption Rights Risk, Trust Preferred Securities Risk and New Types of Securities Risk
·
Convertible Securities Risk
·
Warrants Risk
·
Rights Risk
·
REITs Risk
·
Master Limited Partnerships Risk
·
Restricted and Illiquid Securities Risk
·
Non-U.S. Securities Risk
·
Emerging Markets Risk
·
Foreign Currency Risk
·
Corporate Bonds Risk
·
Below Investment Grade Securities Risk
·
Distressed and Defaulted Securities Risk
·
Yield and Ratings Risk
·
Unrated Securities Risk
·
Fixed Income Securities Risks, including Interest Rate Risk, Issuer Risk, Credit Risk, Prepayment Risk, Reinvestment Risk and Duration and Maturity Risk
·
Corporate Bonds Risk
·
Below Investment Grade Securities Risk
·
Distressed and Defaulted Securities Risk
·
Yield and Ratings Risk
·
Unrated Securities Risk
·
U.S. Government Securities Risk
·
Insolvency of Issuers of Indebtedness Risk
·
Sovereign Government and Supranational Debt Risk
·
LIBOR Risk
·
Leverage Risk
·
Event Risk
·
Defensive Investing Risk
·
Zero-Coupon Securities Risk
·
Pay-in-Kind Bonds Risk
·
Structured Investments Risk, including Structured Notes Risk, Equity-Linked Notes Risk, Credit-Linked Notes Risk and Event-Linked Securities Risk
·
Investment Companies Risk
·
Repurchase Agreements Risk
·
Reverse Repurchase Agreements Risk
·
When-Issued, Forward Commitment and Delayed Delivery Transactions Risk
·
Strategic Transactions and Derivatives Risk, 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, Regulation as a “Commodity Pool,” Failure of Futures Commission Merchants and Clearing Organizations Risk, Dodd-Frank Act Risk and Legal and Regulatory Risk
·
Mortgage Related Securities Risk
·
RMBS Risks, including Agency RMBS Risk, Non-Agency RMBS Risk, Borrower Credit Risk, RMBS Legal Risk, Mortgage Loan Market Risk and Legislation and Regulation Risk
·
CMBS Risk
·
CMO Risk
·
Credit Risk Associated with Originators and Services of Mortgage Loans
·
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
·
Asset-Backed Securities Risk
·
CDO Risks
·
Securities Lending Risk
·
Short Sales Risk
·
Inflation Risk
·
Deflation Risk
·
Risk Associated with Recent Market Events
·
EMU and Redenomination Risk
·
Market Disruption and Geopolitical Risk
·
Regulation and Government Intervention Risk
·
Legal, Tax and Regulatory Risks
·
1940 Act Regulation
·
Legislation Risk
·
Potential Conflicts of Interest of the Advisor and Others
·
Decision-Making Authority Risk
·
Management Risk
·
Market and Selection Risk
·
Reliance on the Advisor Risk
·
Reliance on Service Providers Risk
·
Information Technology Systems Risk
·
Cyber Security Risk
·
Misconduct of Employees and of Service Providers Risk
·
Portfolio Turnover Risk
·
Anti-Takeover Provisions Risk
|
3.
|
Not applicable.
|
1.
|
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 with respect to the period November 1, 2014 to December 31, 2014 and the fiscal years ended October 31, 2014, October 31, 2013, October 31, 2012, October 31, 2011 and October 31, 2010 has been audited by , independent registered public accountants, whose report thereon . See Item 24.
|
Year Ended October 31,
|
||||||||||||||||||||||||||||||||||||||||||||
Period November 1, 2014 to December 31, 2014
1
|
2014
|
2013
|
2012
|
2011
|
2010
|
2009
|
2008
|
2007
|
2006
|
Period March 31, 2005
2
through October 31, 2005
|
||||||||||||||||||||||||||||||||||
Per Share Operating Performance
|
||||||||||||||||||||||||||||||||||||||||||||
Net asset value, beginning of period
|
$ | 40.22 | $ | 34.92 | $ | 28.34 | $ | 26.65 | $ | 27.19 | $ | 25.37 | $ | 23.66 | $ | 30.33 | $ | 27.74 | $ | 26.38 | $ | 23.88 | 3 | |||||||||||||||||||||
Net investment income (loss)
|
(0.01 | ) 4 | (0.00 | ) 4,5 | 0.12 | 4 | 0.08 | 4 | (0.01 | ) 4 | 0.02 | 4 | 0.10 | 4 | 0.10 | 4 | 0.05 | 4 | 0.00 | 6 | (0.03 | ) | ||||||||||||||||||||||
Net realized and unrealized gain (loss)
|
1.10 | 9.14 | 8.85 | 4.11 | 1.71 | 3.34 | 3.32 | (4.70 | ) | 4.76 | 3.28 | 3.34 | ||||||||||||||||||||||||||||||||
Net increase (decrease) from investment operations
|
1.09 | 9.14 | 8.97 | 4.19 | 1.70 | 3.36 | 3.42 | (4.60 | ) | 4.81 | 3.28 | 3.31 | ||||||||||||||||||||||||||||||||
Dividends and distributions from:
7
|
||||||||||||||||||||||||||||||||||||||||||||
Net investment income
|
(0.01 | ) | (0.10 | ) | (0.06 | ) | (0.09 | ) | --- | (0.02 | ) | (0.13 | ) | (0.09 | ) | (0.02 | ) | --- | --- | |||||||||||||||||||||||||
Net realized gain
|
(2.69 | ) | (3.74 | ) | (2.33 | ) | (2.41 | ) | (2.24 | ) | (1.52 | ) | (1.01 | ) | (1.98 | ) | (2.20 | ) | (1.92 | ) | (0.77 | ) | ||||||||||||||||||||||
Return of capital
|
--- | --- | --- | --- | --- | --- | (0.57 | ) | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
Total distributions
|
(2.70 | ) | (3.84 | ) | (2.39 | ) | (2.50 | ) | (2.24 | ) | (1.54 | ) | (1.71 | ) | (2.07 | ) | (2.22 | ) | (1.92 | ) | (0.77 | ) | ||||||||||||||||||||||
Net asset value, end of period
|
$ | 38.61 | $ | 40.22 | $ | 34.92 | $ | 28.34 | $ | 26.65 | $ | 27.19 | $ | 25.37 | $ | 23.66 | $ | 30.33 | $ | 27.74 | $ | 26.38 | ||||||||||||||||||||||
Market price, end of period
|
$ | 42.70 | $ | 41.37 | $ | 33.56 | $ | 27.86 | $ | 25.81 | $ | 27.14 | $ | 22.61 | $ | 21.62 | $ | 27.05 | $ | 27.32 | $ | 25.19 | ||||||||||||||||||||||
Total Investment Return
8
|
||||||||||||||||||||||||||||||||||||||||||||
Based on net asset value
|
2.38 | % 9 | 28.00 | % | 33.37 | % | 16.42 | % | 6.43 | % | 13.69 | % | 16.31 | % | (15.55 | )% | 18.62 | % | 13.00 | % | 13.88 | % 10 | ||||||||||||||||||||||
Based on market price
|
10.07 | % 9 | 36.99 | % | 30.38 | % | 18.17 | % | 3.26 | % | 27.33 | % | 13.44 | % | (13.47 | )% | 7.42 | % | 16.59 | % | 3.81 | % 10 | ||||||||||||||||||||||
Ratios to Average Net Assets
|
||||||||||||||||||||||||||||||||||||||||||||
Total expenses
|
1.16 | % 9 | 1.11 | % | 1.12 | % | 1.13 | % | 1.14 | % | 1.15 | % | 1.15 | % | 1.13 | % | 1.13 | % | 1.15 | % | 1.18 | % 9 | ||||||||||||||||||||||
Total expenses after fees waived
|
1.11 | % 9 | 1.11 | % | 1.12 | % | 1.13 | % | 1.13 | % | 1.15 | % | 1.15 | % | 1.13 | % | 1.13 | % | 1.15 | % | 1.18 | % 9 | ||||||||||||||||||||||
Net investment income (loss)
|
(0.10 | )% 9 | (0.01 | )% | 0.38 | % | 0.29 | % | (0.02 | )% | 0.09 | % | 0.37 | % | 0.20 | % | 0.15 | % | (0.11 | )% | (0.19 | )% 9 | ||||||||||||||||||||||
Supplemental Data
|
||||||||||||||||||||||||||||||||||||||||||||
Net assets, end of period (000)
|
$ | 303,103 | $ | 313,933 | $ | 270,161 | $ | 218,377 | $ | 202,675 | $ | 206,392 | $ | 192,602 | $ | 179,642 | $ | 230,280 | $ | 208,151 | $ | 198,005 | ||||||||||||||||||||||
Portfolio turnover
|
6 | % | 74 | % | 155 | % | 209 | % | 226 | % | 239 | % | 167 | % | 121 | % | 89 | % | 181 | % | 104 | % |
|
3
Net asset value, beginning of period, reflects a deduction of $0.675 per share sales charge from the initial offering price of $15.00 per share.
|
|
4
Based on average shares outstanding.
|
|
5
Amount is greater than $(0.005) per share.
|
|
6
Amounted to less than $0.01 per share outstanding.
|
|
7
Determined in accordance with federal income tax regulations.
|
|
8
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.
|
|
9
Annualized.
|
|
10
Aggregate total investment return.
|
2.
|
Not applicable.
|
3.
|
Not applicable.
|
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.
|
The sum of all compensation paid to FINRA members in connection with this public offering of common shares, including the sales commission paid to or retained by the Distributor and amounts paid to or retained by participating broker-dealers, will not exceed, in the aggregate, 1.00% of the total public offering price of the common shares sold in this offering. 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.
|
|
Not applicable.
|
1.
|
The Fund was organized as a Delaware statutory trust on January 19, 2005, 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 March 31, 2005. The Fund is registered under the 1940 Act as a non-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 objective and Principal Investment Policies
:
|
|
Investment Objective.
The Fund’s investment objective is to provide total return through a combination of current income, current gains and long-term capital appreciation. The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its assets in equity securities of companies engaged in the health sciences and related industries and equity derivatives with exposure to the health sciences industry.
|
|
(1)
|
invest 25% or more of the value of its total assets in any single industry (except that the Fund will invest at least 25% of its total assets in the health sciences industry);
|
|
(2)
|
issue senior securities or borrow money other than as permitted by the 1940 Act or pledge its assets other than to secure such issuances or in connection with hedging transactions, short sales, securities lending, when issued and forward commitment transactions and similar investment strategies;
|
|
(3)
|
make loans of money or property to any person, except through loans of portfolio securities, the purchase of debt securities or the entry into repurchase agreements;
|
|
(4)
|
underwrite the securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities or the sale of its own securities, the Fund may be deemed to be an underwriter;
|
|
(5)
|
purchase or sell real estate, except that the Fund may invest in securities of companies that deal in real estate or are engaged in the real estate business, including real estate investment trusts and real estate operating companies, and instruments secured by real estate or interests therein and the Fund may acquire, hold and sell real estate acquired through default, liquidation, or other distributions of an interest in real estate as a result of the Fund’s ownership of such other assets;
|
|
(6)
|
or sell commodities or commodity contracts for any purposes except as, and to the extent, permitted by applicable law without the Fund becoming subject to registration with the CFTC as a commodity pool.
|
|
(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 total 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. Under the 1940 Act, the Fund may invest up to 10% of its total assets in the aggregate in shares of other investment companies and up to 5% of its total assets in any one investment company, provided the investment does not represent more than 3% of the voting stock of the acquired investment company at the time such shares are purchased. As a shareholder in any investment company, the Fund will bear its ratable share of that investment company’s expenses, and will remain subject to payment of the Fund’s advisory fees and other expenses with respect to assets so invested. Holders of common shares will therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. In addition, the securities of other investment companies may be leveraged and will therefore be subject to the risks of leverage. The NAV and market value of leveraged shares will be more volatile and the yield to shareholders will tend to fluctuate more than the yield generated by unleveraged shares;
|
|
(3)
|
under normal market conditions, invest less than 80% of its total assets in equity securities of companies engaged in the health sciences and related industries or equity derivatives with exposure to the health sciences industry; the Fund will provide shareholders with notice at least 60 days prior to changing this non-fundamental policy of the Fund unless such change was previously approved by shareholders; or
|
|
(4)
|
issue senior securities or borrow money for investment purposes (other than in connection with hedging transactions, short sales, securities lending, when issued or forward commitment transactions and similar investment strategies).
|
3.a.
|
Risk Factors
:
|
3.b.
|
The Fund does not currently borrow money for investment purposes or have preferred shares outstanding, and has no present intention of borrowing money for investment purposes or issuing preferred shares in the future.
|
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
|
||||||
June 30, 2015
|
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
[ ]%
|
[ ]%
|
||||||
March 31, 2015
|
$44.13
|
$39.53
|
$41.30
|
$40.49
|
6.85%
|
(2.37)%
|
||||||
December 31, 2014
(1)
|
$46.41
|
$40.34
|
$41.35
|
$38.25
|
12.24%
|
5.46%
|
Market Price
|
Net Asset Value
|
Premium/(Discount) to Net Asset Value
|
||||||||||
Period End | High | Low | High | Low | High | Low | ||||||
October 31, 2014
|
$41.37
|
$35.62
|
$40.22
|
$36.76
|
2.86%
|
(3.10)%
|
||||||
July 31, 2014
|
$37.84
|
$35.26
|
$35.75
|
$35.95
|
5.85%
|
(1.92)%
|
||||||
April 30, 2014
|
$39.43
|
$34.03
|
$37.66
|
$34.50
|
4.70%
|
(1.36)%
|
||||||
January 31, 2014
|
$36.75
|
$32.95
|
$35.75
|
$33.65
|
2.80%
|
(2.08)%
|
||||||
October 31, 2013
|
$34.76
|
$31.91
|
$34.59
|
$33.28
|
0.49%
|
(4.12)%
|
||||||
July 31, 2013
|
$34.13
|
$29.24
|
$33.75
|
$30.62
|
1.13%
|
(4.51)%
|
||||||
April 30, 2013
|
$31.92
|
$29.58
|
$30.66
|
$29.83
|
4.11%
|
(0.84)%
|
||||||
January 31, 2013
|
$30.80
|
$26.52
|
$29.54
|
$27.59
|
4.27%
|
(3.88)%
|
|
(1)
|
During the calendar year 2014, the Fund changed its fiscal year end from October 31 to December 31. Information provided for the period November 1, 2014 through the Fund’s fiscal year end of December 31, 2014.
|
6.
|
Not applicable.
|
1.
|
BlackRock Advisors, LLC acts as the investment adviser for the Fund. Pursuant to an investment management agreement between the Advisor and the Fund (the “Investment Management Agreement”), the Fund pays the Advisor a monthly fee at an annual rate of 1.00% of the Fund’s average weekly Managed 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). Because the Fund does not currently, and has no present intention of, borrowing for investment purposes, the Fund’s “Managed Assets” will generally be equal to the Fund’s net assets.
|
Portfolio Manager
|
Since
|
Title and Recent Biography
|
||
Thomas P. Callan, CFA
|
2005
|
Managing Director of BlackRock since 1998; Head of BlackRock’s Global Opportunities equity team.
|
||
Erin Xie, PhD, MBA
|
2005
|
Managing Director of BlackRock since 2006; Director of BlackRock from 2005 to 2006; Senior Vice President of State Street Research & Management from 2001 to 2005.
|
||
Kyle G. McClements, CFA
|
2005
|
Managing Director of BlackRock since 2009; Director of BlackRock from 2006 to 2008; Vice President of BlackRock, Inc. in 2005; Vice President of State Street Research & Management from 2004 to 2005.
|
||
Christopher Accettella
|
2012
|
Director of BlackRock since 2008; Vice President of BlackRock, Inc. from 2005 to 2008.
|
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 January 19, 2005, 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.
|
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 May 31, 2015:
|
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
|
7,862,246
|
6.
|
Not applicable.
|
|
Not applicable.
|
|
Not applicable.
|
|
Not applicable.
|
|
Not applicable.
|
|
Not applicable.
|
|
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.
|
The Fund’s portfolio turnover rate for its fiscal period ended December 31, 2014 decreased from its fiscal year ended October 31, 2014 due to the fact that the Fund changed its fiscal year end and its most recent fiscal period consisted of only two months. The Fund’s portfolio turnover rate decreased modestly in its fiscal year ended October 31, 2014 as compared to its fiscal year ended October 31, 2013 as a result of continuing strong performance of its existing portfolio investments.
|
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 period November 1, 2014 through December 31, 2014
(1)
, the Board and the Board’s committees held the following meetings:
|
Board or Committee
|
Number of Meetings
|
|
Board (regular meetings)
|
1
|
|
Board (special meetings)
|
0
|
|
Audit Committee
|
3
|
|
Governance and Nominating Committee
|
1
|
|
Compliance Committee
|
1
|
|
Performance Oversight Committee
|
1
|
|
Leverage Committee
|
2
|
|
Executive Committee
|
0
|
|
(1)
|
During the calendar year 2014, the Fund changed its fiscal year end from October 31 to December 31. Information provided for the period November 1, 2014 through the Fund’s fiscal year end of December 31, 2014.
|
Board or Committee
|
Number of Meetings
|
|
Board (regular meetings)
|
9
|
|
Board (special meetings)
|
0
|
|
Audit Committee
|
14
|
|
Governance and Nominating Committee
|
4
|
|
Compliance Committee
|
4
|
|
Performance Oversight Committee
|
4
|
|
Leverage Committee
|
5
|
|
Executive Committee
|
3
|
6.
|
See Item 18 in Part II.
|
7.
|
The Board of the Fund currently consists of eleven 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 Advisor or its 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.
|
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
|
$10,001 - $50,000
|
over $100,000
|
||
Frank J. Fabozzi
|
$1 - $10,000
|
over $100,000
|
||
Kathleen F. Feldstein
|
$10,001 - $50,000
|
over $100,000
|
||
James T. Flynn
|
$10,001 - $50,000
|
over $100,000
|
||
Jerrold B. Harris
|
$10,001 - $50,000
|
over $100,000
|
||
R. Glenn Hubbard
|
$10,001 - $50,000
|
over $100,000
|
||
W. Carl Kester
|
$10,001 - $50,000
|
over $100,000
|
||
Karen P. Robards
|
$1 - $10,000
|
over $100,000
|
||
Interested Trustees
|
||||
John M. Perlowski
|
None
|
$50,001 - $100,000
|
||
Barbara G. Novick
|
None
|
over $100,000
|
|
*The term “Family of Registered Investment Companies” refers to all registered investment companies advised by the Advisor 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 by the Fund during its most recently completed fiscal year and by the Closed-End Complex for the most recently completed calendar year. Mr. Perlowski and Ms. Novick serve without compensation from the Fund because of their affiliation with BlackRock, Inc. (“BlackRock”) and the Advisor. See Item 18 in Part II for additional information regarding trustee compensation.
|
Name
|
Aggregate Compensation from the Fund
(Period November 1, 2014 to December 31, 2014)
(1)
|
Aggregate Compensation from the Fund
(Year Ended October 31, 2014)
|
Aggregate Compensation from the Fund and other BlackRock-Advised Funds in the Closed-End Complex
(2)
(Most Recently Completed Calendar Year)
|
|||
Independent Trustees
|
||||||
Michael J. Castellano
|
$413
|
$2,308
|
$275,000 (3)
|
|||
Richard E. Cavanagh
|
$593
|
$3,316
|
$395,000 (3)
|
|||
Frank J. Fabozzi
|
$480
|
$2,686
|
$320,000 (3)
|
|||
Kathleen F. Feldstein
|
$375
|
$2,099
|
$250,000 (3)
|
|||
James T. Flynn
|
$413
|
$2,308
|
$275,000 (3)
|
|||
Jerrold B. Harris
|
$405
|
$2,267
|
$270,000 (3)
|
|||
R. Glenn Hubbard
|
$390
|
$2,183
|
$260,000 (3)
|
|||
W. Carl Kester
|
$450
|
$2,518
|
$300,000 (3)
|
|||
Karen P. Robards
|
$563
|
$3,148
|
$375,000 (3)
|
|
(1)
|
During the calendar year 2014, the Fund changed its fiscal year end from October 31 to December 31. Information provided for the period November 1, 2014 through the Fund’s fiscal year end of December 31, 2014.
|
|
(2)
|
Represents the aggregate compensation earned by such persons from the Closed-End Complex during the calendar year ended December 31, 2014. 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, $74,000, $29,500, $75,000, $137,500, $135,000, $130,000, $80,000, and $35,000, respectively, pursuant to the Closed-End Complex’s deferred compensation plan.
|
|
(3)
|
Total amount of deferred compensation payable by the Closed-End Complex to Mr. Castellano, Mr. Cavanagh, Dr. Fabozzi, Dr. Feldstein, Mr. Flynn, Mr. Harris, Dr. Hubbard, Dr. Kester and Ms. Robards is $318,107, $762,212, $635,471, $842,364, $1,293,891, $1,220,933, $1,275,673, $710,821, and $595,342, respectively, as of December 31, 2014.
|
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
May
31, 2015.
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
†
|
Bank of America Corporation
|
100 N Tryon Street
Charlotte, NC 28255
|
903,549
|
11.68%
|
|
†
|
The information contained in this table is based on Schedule 13D/13G filings made on or before May 31, 2015.
|
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 Advisor for the last three fiscal years.
|
Period
November 1, 2014
|
Year Ended October 31,
|
|||||
to December 31, 2014
(1)
|
2014
|
2013
|
2012
|
|||
$525,985(2)
|
$2,821,375(2)
|
$2,425,583(2)
|
$2,084,754(2)
|
|
(1)
|
During the calendar year 2014, the Fund changed its fiscal year end from October 31 to December 31. Information provided for the period November 1, 2014 through the Fund’s fiscal year end of December 31, 2014.
|
|
(2)
|
The Advisor voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Fund pays to the Advisor indirectly through its investment in affiliated money market funds. However, the 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 Advisor of its fees in the amount of $510 for the period November 1, 2014 to December 31, 2014 and amounts of $4,244, $4,304 and $7,639 for the years ended October 31, 2014, October 31, 2013 and October 31, 2012, respectively.
|
2.
|
See Item 9.1, above, and Item 9 and Item 20 in Part II.
|
3.
|
Not applicable.
|
4.
|
BNY Mellon Investment Servicing (US) Inc. will provide certain administration and accounting services to the Trust pursuant to the Administration Agreement. The table below shows the amounts paid by the Fund to BNY Mellon Investment Servicing (US) Inc. for such services for the last three fiscal years:
|
Period
November 1, 2014
|
Year Ended October 31,
|
|||||
to December 31, 2014
(1)
|
2014
|
2013
|
2012
|
|||
$10,354
|
$60,290
|
$53,910
|
$46,307
|
|
(1)
|
During the calendar year 2014, the Fund changed its fiscal year end from October 31 to December 31. Information provided for the period November 1, 2014 through the Fund’s fiscal year end of December 31, 2014.
|
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 December 31, 2014:
|
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
|
||||||
Thomas P. Callan, CFA
|
11
|
11
|
3
|
0
|
0
|
2
|
||||||
$11.16 Billion
|
$4.69 Billion
|
$1.20 Billion
|
$0
|
$0
|
$1.13 Billion
|
|||||||
Erin Xie, PhD, MBA
|
4
|
2
|
2
|
0
|
0
|
2
|
||||||
$7.01 Billion
|
$3.10 Billion
|
$1.13 Billion
|
$0
|
$0
|
$1.13 Billion
|
|||||||
Kyle G. McClements, CFA
|
8
|
3
|
0
|
0
|
0
|
0
|
||||||
$6.93 Billion
|
$1.47 Billion
|
$0
|
$0
|
$0
|
$0
|
|||||||
Christopher Accettella
|
8
|
3
|
0
|
0
|
0
|
0
|
||||||
$6.93 Billion
|
$1.47 Billion
|
$0
|
$0
|
$0
|
$0
|
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 December 31, 2014.
|
Portfolio Manager
|
Benchmark
|
|
Thomas P. Callan
Erin Xie
|
Lipper Mid-Cap Core Fund classification; Lipper International Multi-Cap Core fund classification; Lipper Global/Health/Biotechnology Fund classification
|
3.
|
As of December 31, 2014, 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
|
|
Thomas P. Callan, CFA
|
None
|
|
Erin Xie, PhD, MBA
|
None
|
|
Kyle G. McClements, CFA
|
$10,001 - $50,000
|
|
Christopher Accettella
|
$10,001 - $50,000
|
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
|
|||
Period November 1, 2014 to December 31, 2014
(1)
|
$70,633
|
|||
October 31, 2014
|
$405,453
|
|||
October 31, 2013
|
$537,224
|
|||
October 31, 2012
|
$419,111
|
|
(1)
|
During the calendar year 2014, the Fund changed its fiscal year end from October 31 to December 31. Information provided for the period November 1, 2014 through the Fund’s fiscal year end of December 31, 2014.
|
2.
|
The Advisor may place portfolio transactions, to the extent permitted by law, with brokerage firms affiliated with the Fund and the Advisor, if it reasonably believes that the quality of execution and the commission are comparable to that available from other qualified brokerage firms.
|
For the Fiscal Year Ended
|
Aggregate
Security Lending Agent Fees
|
|||
Period November 1, 2014 to December 31, 2014
(1)
|
$62.70 | |||
October 31, 2014
|
$2,058.76 | |||
October 31, 2013
|
$303.93 | |||
October 31, 2012
|
$10,250.01 |
3.
|
See Item 22 in Part II.
|
4.
|
Not applicable.
|
5.
|
Not applicable.
|
|
See Item 10.4, above, and “Tax Matters” under Item 10 in Part II.
|
1.
|
[To come by amendment]
|
|||
2.
|
Exhibits:
|
|||
(a)(1)
|
Agreement and Declaration of Trust of the Registrant, dated January 19, 2005
(1)
|
|||
(a)(2)
|
Certificate Evidencing Amendment to the Agreement and Declaration of Trust of the Registrant – filed herewith
|
|||
(b)
|
Amended and Restated Bylaws of the Registrant, dated October 28, 2010
(2)
|
|||
(c)
|
Not applicable
|
|||
(d)
|
Form of Specimen Certificate
(3)
|
|||
(e)
|
Form of Automatic Dividend Reinvestment Plan – filed herewith
|
|||
(f)
|
Not applicable
|
|||
(g)
|
Investment Management Agreement between the Registrant and BlackRock Advisors, LLC – 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)(1)
|
Custody Agreement between the Registrant and The Bank of New York Mellon
(4)
|
|||
(j)(2)
|
Foreign Custody Manager Agreement between the Registrant and The Bank of New York Mellon
(5)
|
|||
(k)(1)
|
Transfer Agency and Service Agreement, Side Agreement, and Fee Letter between the Registrant and Computershare Trust Company, N.A. and Computershare Inc. – filed herewith
|
|||
(k)(2)
|
Administration Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc.
–
to be filed by amendment
|
|||
(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 – filed herewith
|
|||
(s)
|
Power of Attorney – filed herewith
|
|
(1)
|
Incorporated by reference to Exhibit (a) to the Registrant’s Registration Statement on Form N-2, as filed with the SEC on January 21, 2005.
|
|
(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. 2 to the Registrant’s Registration Statement on Form N-2, as filed with the SEC on March 25, 2005.
|
|
(4)
|
Incorporated by reference to Exhibit (j)(1) to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2, as filed with the SEC on March 25, 2005.
|
|
(5)
|
Incorporated by reference to Exhibit (j)(2) to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2, as filed with the SEC on March 25, 2005.
|
Registration fee
|
$ | [ | ] | |
NYSE listing fee
|
[ | ] | ||
Accounting fees and expenses
|
[ | ] | ||
Legal fees and expenses
|
[ | ] | ||
FINRA fee
|
[ | ] | ||
Miscellaneous
|
[ | ] | ||
Total
|
$ | [ | ] |
Title Of Class
|
Number Of Record Holders
|
|
Common Shares
|
8
|
|
·
|
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. The U.S. Government, its agencies and instrumentalities do not guarantee the market value of their securities. Consequently, the value of such securities may fluctuate.
|
|
·
|
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 Advisor 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.
|
|
·
|
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 payable to the Advisor 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 OTC markets often are not guaranteed by an exchange or clearing corporation and often do not require payment of margin, and to the extent that the Fund has unrealized gains in such instruments or has deposited collateral with its counterparties the Fund is at risk that its counterparties will become bankrupt or otherwise fail to honor its obligations.
|
|
·
|
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 deposit in a segregated account, or earmark 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 segregation or earmarking 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 which 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.
|
|
·
|
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 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 2% of the total assets of the Fund, 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 2% of the total assets of the Fund, 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
(4)
|
|||||
Independent Trustees
(1)
|
||||||||||
Richard E. Cavanagh
55 East 52
nd
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.
|
76 RICs consisting of 76 Portfolios
|
Arch Chemical (chemical and allied products) from 1999 to 2011
|
|||||
Karen P. Robards
55 East 52
nd
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; Investment Banker at Morgan Stanley from 1976 to 1987.
|
76 RICs consisting of 76 Portfolios s
|
AtriCure, Inc. (medical devices) since 2000; Greenhill & Co., Inc. since 2013; Care Investment Trust, Inc. (health care real estate investment trust) from 2007 to 2010
|
|||||
Michael J. Castellano
55 East 52
nd
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) from 2009 to June 2015; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) since 2015.
|
76 RICs consisting of 76 Portfolios
|
None
|
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
(4)
|
|||||
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; Visiting Professor, Princeton University from 2013 to 2014; Professor in the Practice of Finance and Becton Fellow, Yale University School of Management from 2006 to 2011.
|
109 RICs consisting of 235 Portfolios
|
None
|
|||||
Kathleen F. Feldstein
55 East 52
nd
Street
New York, NY 10055
1941
|
Trustee
|
Since 2007
|
President of Economics Studies, Inc. (private economic consulting firm) since 1987; Chair, Board of Directors, 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.
|
76 RICs consisting of 76 Portfolios
|
The McClatchy Company (publishing) since 2006
|
|||||
James T. Flynn
55 East 52
nd
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.
|
76 RICs consisting of 76 Portfolios
|
None
|
|||||
Jerrold B. Harris
55 East 52
nd
Street
New York, NY 10055
1942
|
Trustee
|
Since 2007
|
Trustee, Ursinus College from 2000 to 2012; Director, Waterfowl Chesapeake (conservation) since 2014; 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.
|
76 RICs consisting of 76 Portfolios
|
BlackRock Capital Investment Corp. (business development company) since 2004
|
|||||
R. Glenn Hubbard
55 East 52
nd
Street
New York, NY 10055
1958
|
Trustee
|
Since 2007
|
Dean, Columbia Business School since 2004; Faculty member, Columbia Business School since 1988.
|
76 RICs consisting of 76 Portfolios
|
ADP (data and information services) since 2004; KKR Financial Corporation (finance) from 2004 to 2014; Metropolitan Life Insurance Company (insurance) since 2007
|
|||||
W. Carl Kester
55 East 52
nd
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.
|
76 RICs consisting of 76 Portfolios
|
None
|
|||||
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
(4)
|
|||||
Interested Trustees
(5)
|
||||||||||
John M. Perlowski
55 East 52
nd
Street
New York, NY 10055
1964
|
Trustee, President
and Chief Executive
Officer
|
Trustee since 2014; Chief Executive Officer since 2011
|
Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global 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.
|
104 RICs consisting of 174 Portfolios
|
None
|
|||||
Barbara G. Novick
55 East 52
nd
Street
New York, NY 10055
1960
|
Trustee
|
Since 2014
|
Vice Chairman of BlackRock, Inc. since 2006; Chair of BlackRock’s Government Relations Steering Committee since 2009; Head of the Global Client Group of BlackRock, Inc. from 1988 to 2008.
|
109 RICs consisting of 235 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. The Board has unanimously approved extending the mandatory retirement age for Mr. James T. Flynn until December 31, 2015, which the Board believes is in the best interest of shareholders.
|
(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 investment companies registered under the 1940 Act and “Portfolios” refers to the investment programs of the BlackRock-advised funds. The Closed-End Complex is comprised of 76 RICs. Mr. Perlowski, Dr. Fabozzi and Ms. Novick are also board members of a complex of BlackRock registered open-end funds. Mr. Perlowski is also a board member of the BlackRock Equity-Bond Complex, and Ms. Novick and Dr. Fabozzi are also board members of the BlackRock Equity-Liquidity Complex.
|
(4)
|
Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.” Mr. Perlowski, Dr. Fabozzi and Ms. Novick are also board members of a complex of BlackRock registered open-end funds. Mr. Perlowski is also a board member of the BlackRock Equity-Bond Complex, and Ms. Novick and Dr. Fabozzi are also board members of the BlackRock Equity-Liquidity Complex.
|
(5)
|
Mr. Perlowski and Ms. Novick are both “interested persons,” as defined in the 1940 Act, of the Fund based on their positions with BlackRock and its affiliates. Mr. Perlowski and Ms. Novick are also board members of a complex of BlackRock registered open-end funds. Mr. Perlowski is also a board member of the BlackRock Equity-Bond Complex and Ms. Novick is also a board member of the BlackRock Equity-Liquidity Complex. Interested Trustees 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 a finding of good cause therefor.
|
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 Board also provides him with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Mr. Cavanagh is also an experienced board leader, having served as the lead independent director of a NYSE public company (Arch Chemicals) and as the Board Chairman of the Educational Testing Service. Mr. Cavanagh’s independence from the Fund and the 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 Committee, Compliance Committee and Performance Oversight Committee.
|
|
Karen P. Robards
|
The Board benefits from Ms. Robards’ many years of experience in investment banking and the financial advisory industry where she obtained extensive knowledge of the capital markets and advised clients on corporate finance transactions, including mergers and acquisitions and the issuance of debt and equity securities. Ms. Robards’ prior position as an investment banker at Morgan Stanley provides useful oversight of the Fund’s investment decisions and investment valuation processes. Additionally, Ms. Robards’ experience as a director of publicly held and private companies allows her to provide the Board with insight into the management and governance practices of other companies. Ms. Robards’ long-standing service on the Board also provides her with a specific understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Ms. Robards’ 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 Committee. Ms. Robards’ independence from the Fund and the Advisor enhances her service as a member of the Performance Oversight Committee, Executive Committee, Governance Committee and Leverage Committee.
|
|
Michael J. Castellano
|
The Board benefits 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 currently serves as a director for CircleBlack Inc. 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 Advisor enhances his service as a member of the Audit Committee, Governance Committee and
Performance Oversight Committee.
|
Trustee
|
Experience, Qualifications and Skills
|
|
|
||
Frank J. Fabozzi
|
Dr. Fabozzi has served for over 25 years on the boards of registered investment companies. Dr. Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award and the 2015 recipient of the James R. Vertin Award, both given by the CFA Institute. The Board benefits from Dr. Fabozzi’s experiences as a professor and author in the field of finance. Dr. Fabozzi’s experience as a professor at various institutions, including EDHEC Business School, Yale, MIT, and Princeton, as well as Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrates his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry. Dr. Fabozzi’s long-standing service on the Board also provides him with a specific understanding of the Fund, its operations and the business and regulatory issues facing the Fund. In addition, Dr. Fabozzi joined as a member of the boards of the funds in the Equity-Liquidity Complex, effective April 1, 2014. 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 Advisor enhances his service as Chair of the Performance Oversight Committee and as a member of the Governance 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 Board 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 Advisor enhances her service as a member of the Compliance Committee, Governance 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 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 Board 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 Advisor enhances his service as a member of the Governance 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 Capital Investment 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 Board 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 Advisor enhances his
service as Chair of the Compliance Committee and as a member of the Governance Committee and Performance Oversight Committee.
|
|
Trustee
|
Experience, Qualifications and Skills
|
|
|
||
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 adviser 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 boards of 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 Board 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 Advisor enhances his service as the Chair of the Governance Committee and a member of the Compliance Committee and Performance Oversight Committee.
|
|
W. Carl Kester
|
The Board benefits 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 from 2006 through 2010 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 Board 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. Dr. Kester’s independence from the Fund and the Advisor enhances his service as a member of the Governance Committee, Performance Oversight Committee and the Leverage Committee.
|
|
John M. Perlowski
|
Mr. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Fund Administration since 2009, and as President and Chief Executive Officer of the Fund since 2011 provides him with a strong understanding of the Fund, its operations, and the business and regulatory issues facing the Fund. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Board with the benefit of his experience with the management practices of other financial companies. Mr. Perlowski is a member of the Fund’s Executive Committee and Leverage Committee.
|
|
Barbara G. Novick
|
Ms. Novick has extensive experience in the financial services industry, including more than 26 years with BlackRock. Ms. Novick currently is a member of BlackRock’s Global Executive, Global Operating and Corporate Risk Management Committees and chairs BlackRock’s Government Relations Steering Committee. For the first twenty years at BlackRock, Ms. Novick oversaw global business development, marketing and client service across equity, fixed income, liquidity, alternative investment and real estate products, and in her current role, heads BlackRock’s efforts globally on government relations and public policy. Prior to joining BlackRock, Ms. Novick was Vice President of the Mortgage Products Group at the First Boston Corporation and, prior to that, was with Morgan Stanley. The Board benefits from Ms. Novick’s wealth of experience and long history with BlackRock and BlackRock’s management practices, investment strategies and products, which stretches back to BlackRock’s founding in 1988.
|
|
·
|
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; and
|
|
·
|
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
|
Trustee, President and Chief Executive Officer
|
Trustee since 2014; President and Chief Executive 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.
|
|||
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
|
|||
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.
|
|||
Charles Park
55 East 52nd Street
New York, NY
10055
1967
|
Chief Compliance Officer (“CCO”)
|
Since 2014
|
Anti-Money Laundering Compliance Officer for the BlackRock-advised funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.
|
|||
Janey Ahn
55 East 52nd Street
New York, NY 10055
1975
|
Secretary
|
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
|
|
·
|
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 the promise S&P imputes; 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. The “CC” rating is used when a default has not yet occurred, but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.
|
|
C
|
A “C” rating is assigned to obligations that are currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.
|
|
D
|
An obligation rated “D” is in default or in breach of an imputed promise. For non-hybrid capital instruments, the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to “D” if it is subject to a distressed exchange offer.
|
|
NR
|
This indicates that no rating has been requested, or 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. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments.
|
|
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. For non-hybrid capital instruments, the “D” rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to “D” if it is subject to a distressed exchange offer.
|
L
|
Ratings qualified with “L” apply only to amounts invested up to Federal deposit insurance limits.
|
|
p
|
This suffix 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” suffix indicates that the rating addresses the principal portion of the obligation only and that the interest is not rated.
|
|
pi
|
Ratings with a “pi” suffix 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” suffix. Ratings with a “pi” suffix 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” suffix, 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 Standard & Poor’s 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 the obligations of these entities.
•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.
|
|
·
|
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.
|
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, subject to the lowest level of 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 judged to be upper-medium grade and are subject to low credit risk.
|
|
Baa
|
Obligations rated “Baa” are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
|
|
Ba
|
Obligations rated “Ba” are judged to be speculative 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 speculative 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 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.
|
|
NR
|
Not Rated. NR is assigned to an unrated issuer, obligation and/or program.
|
|
NAV
|
Not Available. An issue that Moody’s has not yet rated is denoted by the NAV symbol.
|
|
TWR
|
Terminated Without Rating. The symbol TWR applies primarily to issues that mature or are redeemed without having been rated.
|
BLACKROCK HEALTH SCIENCES TRUST
|
||||
By:
|
/s/ John Perlowski
|
|||
John Perlowski
|
||||
President and Chief Executive Officer
|
Signature
|
Title
|
|
/s/ John Perlowski
|
||
John Perlowski
|
Trustee, 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
|
|
*
|
||
R. Glenn Hubbard
|
Trustee
|
|
*
|
||
W. Carl Kester
|
Trustee
|
|
*
|
||
Barbara G. Novick
|
Trustee
|
|
*By:
|
/s/ John Perlowski |
|
||
John Perlowski
|
||||
as Attorney-in-Fact
|
(a)(2)
|
Certificate Evidencing Amendment to the Agreement and Declaration of Trust of the Registrant
|
|
(e)
|
Form of Automatic Dividend Reinvestment Plan
|
|
(g)
|
Investment Management Agreement between the Registrant and BlackRock Advisors, LLC
|
|
(i)
|
Second Amended and Restated Deferred Compensation Plan
|
|
(k)(1)
|
Transfer Agency and Service Agreement, Side Agreement, and Fee Letter between the Registrant and Computershare Trust Company, N.A. and Computershare Inc.
|
|
(r)(1)
|
Code of Ethics of the Registrant
|
|
(r)(2)
|
Code of Ethics of the Investment Advisor
|
|
(s)
|
Power of Attorney
|
/s/ Richard E. Cavanagh
|
/s/ Henry Gabbay
|
||
Richard E. Cavanagh
|
Henry Gabbay
|
||
Director
|
Director
|
||
/s/ Richard S. Davis
|
/s/ Jerrold B. Harris
|
||
Richard S. Davis
|
Jerrold B. Harris
|
||
Director
|
Director
|
||
/s/ Frank J. Fabozzi
|
/s/ R. Glenn Hubbard
|
||
Frank J. Fabozzi
|
R. Glenn Hubbard
|
||
Director
|
Director
|
||
/s/ Kathleen F. Feldstein
|
/s/ W. Carl Kester
|
||
Kathleen F. Feldstein
|
W. Carl Kester
|
||
Director
|
Director
|
||
/s/ James T. Flynn
|
/s/ Karen P. Robards
|
||
James T. Flynn
|
Karen P. Robards
|
||
Director
|
Director
|
Current Fund Name
|
Ticker Symbol
|
Blackrock Long-Term Municipal Advantage Trust
|
BTA
|
BlackRock Municipal Income Investment Quality Trust
|
BAF
|
BlackRock New York Municipal Income Quality Trust
|
BSE
|
BlackRock Municipal Income Trust II
|
BLE
|
BlackRock New York Municipal Income Trust II
|
BFY
|
BlackRock Municipal Bond Trust
|
BBK
|
BlackRock Municipal Bond Investment Trust
|
BIE
|
Blackrock New Jersey Municipal Bond Trust
|
BLJ
|
Blackrock New York Municipal Bond Trust
|
BQH
|
Blackrock Maryland Municipal Bond Trust
|
BZM
|
Blackrock Virginia Municipal Bond Trust
|
BHV
|
Blackrock California Municipal 2018 Term Trust
|
BJZ
|
Blackrock New York Municipal 2018 Term Trust
|
BLH
|
Blackrock Municipal 2018 Term Trust
|
BPK
|
Blackrock California Municipal Income Trust
|
BFZ
|
Blackrock Municipal Income Trust
|
BFK
|
BlackRock Municipal Income Investment Trust
|
BBF
|
Blackrock New Jersey Municipal Income Trust
|
BNJ
|
Blackrock New York Municipal Income Trust
|
BNY
|
BlackRock Municipal Income Quality Trust
|
BYM
|
Blackrock Pennsylvania Strategic Municipal Trust
|
BPS
|
The Blackrock Strategic Municipal Trust
|
BSD
|
BlackRock Credit Allocation Income Trust IV
|
BTZ
|
Blackrock Real Asset Equity Trust
|
BCF
|
Blackrock Global Opportunities Equity Trust
|
BOE
|
Blackrock Health Sciences Trust
|
BME
|
Blackrock Energy And Resource Trust
|
BGR
|
Blackrock Floating Rate Income Trust
|
BGT
|
Blackrock S&P Quality Rankings Global Equity Managed Trust
|
BQY
|
Blackrock Strategic Dividend Achievers Trust
|
BDT
|
Blackrock Dividend Achievers Trust
|
BDV
|
Blackrock Limited Duration Income Trust
|
BLW
|
BlackRock Credit Allocation Income Trust III
|
BPP
|
Blackrock Core Bond Trust
|
BHK
|
Blackrock Strategic Bond Trust
|
BHD
|
BlackRock High Yield Trust
|
BHY
|
Blackrock Municipal 2020 Term Trust
|
BKK
|
Blackrock Florida Municipal 2020 Term Trust
|
BFO
|
Effective Date(s) of Fund Name Change(s)
|
Ticker
|
BlackRock Credit Allocation Income Trust III (11/13/2009)
BlackRock Preferred Opportunity Trust (1/14/2003)
|
BPP
|
BlackRock Credit Allocation Income Trust IV (11/13/2009)
BlackRock Preferred and Equity Advantage Trust (11/15/2006)
|
BTZ
|
BlackRock Defined Opportunity Credit Trust (10/24/2007)
BlackRock Strategic Income Opportunities Trust (9/21/2007)
|
BHL
|
BlackRock EcoSolutions Investment Trust (7/10/2007)
|
BQR
|
BlackRock Energy and Resources Trust (3/9/2009)
|
BGR
|
BlackRock Fixed Income Value Opportunities (12/18/2008)
|
---
|
BlackRock Floating Rate Income Trust (3/9/2009)
BlackRock Global Floating Rate Income Trust (5/27/2004)
|
BGT
|
BlackRock Florida Municipal 2020 Term Trust (7/16/2003)
|
BFO
|
BlackRock Limited Duration Income Trust (6/10/2003)
BlackRock Managed Duration Income Trust (5/27/2003)
|
BLW
|
BlackRock Long-Term Municipal Advantage Trust (11/28/2005)
|
BTA
|
BlackRock Municipal 2020 Term Trust (7/16/2003)
|
BKK
|
BlackRock Municipal Bond Investment Trust (9/16/2008)
|
BIE
|
BlackRock Municipal Income Investment Quality Trust (11/9/2010)
BlackRock Insured Municipal Income Investment Trust (9/16/2008)
BlackRock Florida Insured Municipal Income Trust (8/30/2002)
|
BAF
|
BlackRock Municipal Income Investment Trust (9/16/2008)
|
BBF
|
BlackRock Municipal Income Quality Trust (11/9/2010)
BlackRock Insured Municipal Income Trust (8/30/2002)
|
BYM
|
BlackRock New York Municipal Income Quality Trust (11/9/2010)
BlackRock New York Insured Municipal Income Trust (8/30/2002)
|
BSE
|
BlackRock Real Asset Equity Trust (8/22/2006)
|
BCF
|
BlackRock S&P Quality Rankings Global Equity Managed Trust (9/23/2005)
S&P Quality Rankings Global Equity Managed Trust (4/21/2004)
BlackRock S&P Global Quality Rankings Trust (3/25/2004)
|
BQY
|
BLACKROCK HEALTH SCIENCES TRUST
|
||||
By:
|
/s/ Anne F. Ackerley
|
|||
Name:
|
Anne F. Ackerley
|
|||
Title:
|
Vice President
|
|||
BLACKROCK ADVISORS, LLC
|
||||
By:
|
Henry Gabbay
|
|||
Name:
|
Henry Gabbay
|
|||
Title:
|
Managing Director
|
1.
|
DEFINITIONS
|
2.
|
DEFERRALS
|
3.
|
DISTRIBUTIONS FROM DEFERRAL SHARE ACCOUNT
|
4.
|
MISCELLANEOUS
|
|
By:
|
|
/s/ Jay M. Fife
|
|
|
Name:
|
|
Jay M. Fife
|
|
|
Title:
|
|
Treasurer
|
|
Witness:
|
|
/s/ Neal J. Andrews
|
|
Name:
|
|
Neal J. Andrews
|
|
Title:
|
|
Chief Financial Officer
|
|
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, Inc.
|
|
HYT
|
8.
|
|
BlackRock Health Sciences Trust
|
|
BME
|
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
|
|
Section 1.
|
Certain Definitions
|
1
|
||
Section 2.
|
Appointment of Agent
|
3
|
||
Section 3.
|
Standard Services
|
4
|
||
Section 4.
|
Fees and Expenses
|
5
|
||
Section 5.
|
Representations and Warranties of Transfer Agent
|
6
|
||
Section 6.
|
Representations and Warranties of Customer
|
6
|
||
Section 7.
|
Indemnification/Limitation of Liability
|
7
|
||
Section 8.
|
Service Fee Credits; Service Levels
|
9
|
||
Section 9.
|
Damages
|
9
|
||
Section 10.
|
Responsibilities of the Transfer Agent
|
10
|
||
Section 11.
|
Covenants of the Customer and Transfer Agent
|
10
|
||
Section 12.
|
Addition or Deletion of a Fund
|
11
|
||
Section 13.
|
Audits and Site Visits
|
12
|
||
Section 14.
|
Confidentiality
|
13
|
||
Section 15.
|
Privacy
|
15
|
||
Section 16.
|
Term and Termination
|
15
|
||
Section 17.
|
Assignment
|
17
|
||
Section 18.
|
Unaffiliated Third Parties
|
18
|
||
Section 19.
|
Disaster Recovery
|
18
|
||
Section 20.
|
Miscellaneous
|
19
|
Section 1.
|
Certain Definitions.
|
Section 2.
|
Appointment of Agent.
|
2.1
|
Appointment
. The Fund hereby appoints the Trust Company to serve as sole transfer agent and registrar for the Shares, Shareholder servicing agent to the Fund and administrator of the Dividend Reinvestment Plans in accordance with the terms and conditions thereof and appoints Computershare Inc. as the service provider to the Trust Company and as processor of all payments received or made by or on behalf of Customer under this Agreement, and the Trust Company and Computershare Inc. accept such respective appointments and agree in connection with such appointments to furnish the Services expressly set forth in this Agreement. Computershare represents that it is currently registered with the SEC as a transfer agent and will remain so registered during the effectiveness of this Agreement.
|
2.2
|
Documents
. In connection with the appointment of the Trust Company as the transfer agent and registrar for a Customer, the Customer will provide or has previously provided the following documents to the Transfer Agent:
|
|
(a)
|
Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission for initial public offerings; and
|
|
(b)
|
Specimens of the Signatures of the officers of the Customer authorized to sign written instructions and requests.
|
2.3
|
Records
. The books and records pertaining to the Customer required by Securities Laws and the 1940 Act which are in the possession or under the control of Computershare shall be the property of the Customer. Agent will prepare and maintain such books and records as required by Securities Laws, or as otherwise mutually agreed by the parties, subject to additional fees. Such books and records shall, to the extent practicable, be maintained separately for each Fund. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Computershare to an Authorized Person, and may be subject to a reasonable fee to be agreed upon by the parties. Transfer Agent may adopt as part of its records all lists of Shareholders, records of the Customer’s Shares, books, documents and records which have been employed by any former agent of the Customer for the maintenance of the ledgers for the Customer’s Shares, provided such ledger is certified by an officer of Customer or the prior transfer agent to be true, authentic and complete.
|
2.4
|
Shares
. The Customer shall, if applicable, inform Transfer Agent as to (i) the existence or termination of any restrictions on the transfer of Shares and in the application to or removal from any book entry interest of stock of any legend restricting the transfer of such Shares or the substitution for such book entry interest of a book entry interest without such legend, (ii) any authorized but unissued Shares reserved for specific purposes, (iii) any outstanding shares which are exchangeable for Shares and the basis for exchange, (iv) reserved Shares subject to option and the details of such reservation and (v) special instructions regarding dividends and information of foreign holders.
|
2.5
|
Customer’s Agent
. Transfer Agent represents that it is engaged in an independent business and will perform its obligations under this Agreement as an agent of the Customer.
|
2.6
|
Certificates
. No physical certificates will be issued while this Agreement is in effect. All Shares issued while this Agreement is in effect shall be represented by book entry notations only.
|
Section 3.
|
Standard Services.
|
3.1
|
Services
. Computershare shall perform the Services set forth in the Service Schedule.
|
3.2
|
Information Security and Data Protection
. Computershare shall comply with the provisions of
Schedules 9 and 10
of the Side Agreement.
|
3.3
|
Reports and Information
. Computershare shall provide the Funds with the reports specified in
Schedule 6
of the Side Agreement within the periods of time prescribed in
Schedule 6
of the Side Agreement and at no additional cost to the Funds.
|
3.4
|
Internet Services
. Transfer Agent shall make available to Customer and Shareholders, through
www
.
computershare.com
(“
Web Site
”), online access to certain Account and Shareholder information and certain transaction capabilities (“
Internet Services
”), subject to Transfer Agent’s security procedures and the terms and conditions set forth herein and on the Web Site. Transfer Agent provides Internet Services on an “as available” basis as set forth in
Schedule 2
of the Side Agreement, and hereby specifically disclaims any and all representations or warranties, express or implied, regarding such Internet Services, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Notwithstanding the foregoing, Transfer Agent shall ensure that content as posted to Web Site by Transfer Agent is an accurate and complete reflection of information contained in Transfer Agent’s records database.
|
3.5
|
Proprietary Information
. Customer agrees that the databases, programs, screen and report formats, interactive design techniques, Internet Services, software (including methods or concepts used therein, source code, object code, or related technical information) and documentation manuals furnished to Customer by Transfer Agent as part of the Services are under the control and ownership of Transfer Agent or a third party (including its affiliates) and constitute copyrighted, trade secret, or other proprietary information (collectively, “
Proprietary Information
”). In no event shall Proprietary Information be deemed Shareholder data. Customer agrees that Proprietary Information is of substantial value to Transfer Agent or other third party and will treat all Proprietary Information as confidential in accordance with Section 14 of this Agreement. Customer shall take reasonable efforts to advise its relevant employees and agents of its obligations pursuant to this Section 3.5. Subject to this Section 3.5, Transfer Agent grants to Customer a nonexclusive, nontransferable, royalty free license to use any Proprietary Information solely for the internal business purposes of Customer. Any rights to the Proprietary Information not expressly licensed hereunder are reserved by Transfer Agent.
|
3.6
|
Third Party Content
. Transfer Agent may provide real-time or delayed quotations and other market information and messages (“
Market Data
”), which Market Data is provided to Transfer Agent by certain third parties who may assert a proprietary interest in Market Data disseminated by them but do not guarantee the timeliness, sequence, accuracy or completeness thereof. Customer agrees and acknowledges that Transfer Agent shall not be liable in any way for any
|
3.7
|
Compliance with Laws
. The Customer agrees the Transfer Agent is obligated to and the Transfer Agent agrees to comply with all applicable U.S. federal, state and local laws and regulations, codes, order and government rules in the performance of its duties under this Agreement.
|
Section 4.
|
Fees and Expenses.
|
4.1
|
Fee Letters
. As compensation for Services rendered by Computershare during the term of this Agreement, the Fund will pay to Computershare such fees and charges and reimburse Computershare for such expenses, as set forth in the Fee Letter or as may otherwise be agreed to from time to time in writing by the Fund and Computershare.
|
4.2
|
Adjustments
. Notwithstanding Section 4.1 above, fees may be changed from time to time as agreed upon in writing between the Transfer Agent and the Customer.
|
4.3
|
Invoices
. The Customer agrees to pay all fees and reimbursable expenses within forty-five (45) days of receipt of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Customer may only withhold that portion of the fee or expense subject to the good faith dispute. The Customer shall notify the Transfer Agent within forty-five (45) days following the receipt of each billing notice if the Customer is disputing any amounts in good faith. If the Customer does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by the Customer. The Customer shall settle such disputed amounts within a reasonable time following the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.
|
4.4
|
Late Payments
.
|
4.5
|
Taxes
. Customer shall pay all sales or use taxes in lieu thereof with respect to the Services (if applicable) provided by the Transfer Agent under this Agreement.
|
Section 5.
|
Representations and Warranties of Transfer Agent.
|
5.1
|
Governance
. Computershare Trust Company, N.A. is a federally chartered limited purpose national bank duly organized under the laws of the U.S. and Computershare Shareholder Services Inc. is a corporation validly existing and in good standing under the laws of the State of Delaware and they have full corporate power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Computershare has been duly authorized by all necessary corporate action and constitutes the legal valid and binding obligation of Computershare enforceable against Computershare in accordance with its terms.
|
5.2
|
Compliance
. The execution, delivery and performance of the Agreement by Computershare will not violate, conflict with or result in the breach of any material term, condition or provision of, or require the consent of any other party to, (i) any existing law, ordinance, or governmental rule or regulation to which Computershare is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or governmental or regulatory official, body or authority which is applicable to Computershare, (iii) the incorporation documents or by-laws of, or any material agreement to which Computershare is a party.
|
5.3
|
Facilities
. The Transfer Agent has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
|
5.4
|
Insurance
. The Transfer Agent shall procure and maintain in effect all insurance coverages required by law, and further, shall procure and maintain the policies of insurance (regardless of whether such insurance is required by law) covering claims and liabilities arising from this Agreement as identified in
Schedule 8
of the Side Agreement.
|
Section 6.
|
Representations and Warranties of Customer.
|
6.1
|
Each Customer severally and not jointly represents and warrants to the Transfer Agent that:
|
|
(a)
|
Organization
. It is a corporation or Trust duly organized and existing and in good standing under the laws of the jurisdiction of its organization;
|
|
(b)
|
Governance
. It is empowered under applicable laws and by its charter documents to enter into and perform this Agreement. All corporate proceedings required by said charter documents and applicable law have been taken to authorize it to enter into and perform this Agreement. The execution, delivery and performance of this Agreement by each Customer has been duly authorized by all necessary corporate or trust action and constitutes the legal valid and binding obligation of each Customer enforceable against each Customer in accordance with its terms;
|
|
(c)
|
A registration statement under the 1933 Act has been filed and is currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all the Shares of
|
Section 7.
|
Indemnification/Limitation of Liability.
|
7.1
|
Standard of Care
. The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable time limits to insure the accuracy of all Services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage unless said loss or damage is caused by its negligence, bad faith or willful misconduct or that of its employees as set forth or breach of any representation or warranty of the Transfer Agent hereunder and subject to the limitations set forth hereunder in Section 7.4 7.3 below.
|
7.2
|
Customer Indemnity
. The Transfer Agent shall not be responsible for, and the Customer shall indemnify and hold the Transfer Agent harmless from and against, any and all claims, losses, damages, costs, charges, payments, expenses, liability and, court costs, fees and expenses of attorneys, expert witnesses, and other professionals reasonably acceptable to Customer arising out of or attributable to:
|
|
(a)
|
All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided such actions are taken in good faith and without negligence or willful misconduct;
|
|
(b)
|
The Customer’s bad faith, negligence or willful misconduct or the material breach of any representation or warranty of the Customer hereunder;
|
|
(c)
|
The reliance or use by the Transfer Agent or its agents or subcontractors of information, records and documents which (i) are received by the Transfer Agent or its agents or subcontractors and furnished to it by or on behalf of the Customer, and (ii) have been prepared and /or maintained by the Customer or any other person or firm on behalf of the Customer;
|
|
(d)
|
The reliance or use by the Transfer Agent or its agents or subcontractors of any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons including Shareholders;
|
|
(e)
|
The reliance on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Customer’s representatives, provided such actions are taken in good faith and without negligence or willful misconduct; and
|
|
(f)
|
The offer or sale of Shares in violation of any federal or state securities laws requiring that such shares be registered or in violation of any stop order or other determination or ruling by any federal or state agency with respect to the offer or sale of such Shares.
|
7.3
|
Instructions
. From time to time, the Customer may provide Transfer Agent with instructions concerning the Services. In addition, at any time the Transfer Agent may apply to any officer of the Customer for instruction, and may consult with legal counsel reasonably acceptable to
|
7.4
|
Transfer Agent Indemnification/Limitation of Liability
. Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all claims, losses, damages, costs, charges, payments, expenses, liability, court costs, and reasonable fees and expenses of attorneys, expert witnesses, and other professionals, arising out of or attributable to Transfer Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent’s bad faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement. Any liability of the Transfer Agent shall be limited as set forth in
Schedule 11
of the Side Agreement.
|
7.5
|
Events Beyond Reasonable Control
. Neither party nor its affiliates shall be liable for any loss (including loss caused by delays, failure, errors, interruption or loss of data) or breach hereunder occurring directly or indirectly by reason of any event or circumstance, whether foreseeable or unforeseeable, which despite the taking of commercially reasonable measures is beyond its reasonable control, including without limitation: natural disasters, such as floods, hurricanes, tornados, earthquakes and wildfires; epidemics; action or inaction of civil or military authority; war, terrorism, riots or insurrection; criminal acts; job action by organized labor; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; nonperformance by third parties (other than subcontractors of Transfer Agent for duties or obligations described herein, except to the extent that such non-performance would be an Event Beyond Reasonable Control of Transfer Agent if Transfer Agent was itself the non-performing party and the event(s) referenced above had affected Transfer Agent); or functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the foregoing (all and any of the foregoing being an “
Event Beyond Reasonable Control
”). Upon the occurrence of an Event Beyond Reasonable Control, the affected party shall be excused from any non-performance caused by the Event Beyond Reasonable Control for so long such affected party continues to use commercially reasonable efforts to attempt to perform the obligation so impacted.
|
7.6
|
Notice
. In order that the indemnification provisions contained in this Section 7 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify it except with the indemnifying party’s prior written consent.
|
Section 8.
|
Service Fee Credits; Service Levels.
|
8.1
|
The KPI Document sets forth provisions applicable to the determination and assessment of “
Service Fee Credits
”, as such term is defined in the KPI Document. Service Fee Credits shall not be an exclusive remedy for any loss incurred as a result of breach conduct (which may be claimable as damages pursuant to the terms of this Agreement), but are intended to be a form of recompense to the Fund for failure by the Transfer Agent to deliver the Services in a proper, timely and consistent manner, in view of the key significance that the service levels have to the Fund. The application of Service Fee Credits shall be without prejudice to any rights of the Fund under this Agreement including the right of the Fund to terminate this Agreement pursuant to the terms of the Agreement or to claim damages from Transfer Agent, pursuant to the terms of the Agreement, as a result of any matter constituting breach conduct that contributes to circumstances that cause Service Fee Credits that accrue to the Customer.
|
8.2
|
The Services provided by Computershare to the Fund shall be provided in accordance with the terms of the KPI Document, as relevant. The KPI Document is subject to change, as agreed in writing between the parties.
|
Section 9.
|
Damages.
|
9.1
|
NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO EVENT SHALL ANY PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES WHICH ARE NOT DIRECT DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE OR SHOULD HAVE BEEN FORESEEABLE AND REGARDLESS OF WHETHER ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ALL AND EACH OF WHICH DAMAGES IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. FOR PURPOSES OF CLARIFICATION: NO OTHER PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED TO CONDITION, LIMIT, MODIFY, NULLIFY OR OTHERWISE PREVAIL IN WHOLE OR IN PART OVER THIS SECTION 9.
|
Section 10.
|
Responsibilities of the Transfer Agent.
|
10.1
|
The Transfer Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Customer, by its acceptance hereof, shall be bound:
|
|
(a)
|
Whenever in the performance of its duties hereunder the Transfer Agent shall deem it necessary or desirable that any fact or matter be proved or established prior to taking or suffering any action hereunder, such fact or matter may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant treasurer, the Secretary any Assistant Secretary or Chief Financial Officer of the Customer and delivered to the Transfer Agent. Such certificate shall be full authorization to the Transfer Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate provided the action taken is without negligence, bad faith or willful misconduct.
|
|
(b)
|
The Customer agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.
|
|
(c)
|
Transfer Agent, any of its affiliates or subsidiaries, and any stockholder, director, officer or employee of the Transfer Agent may buy, sell or deal in the securities of the Customer or become pecuniary interested in any transaction in which the Customer may be interested, or contract with or lend money to the Customer or otherwise act as fully and freely as though it were not appointed as agent under this Agreement. Nothing herein shall preclude the Transfer Agent from acting in any other capacity for the Customer or for any other legal entity.
|
|
(d)
|
No provision of this Agreement shall require the Transfer Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.
|
Section 11.
|
Covenants of the Customer and Transfer Agent.
|
11.1
|
Customer Corporate Authority
. The Customer has previously furnished or shall furnish to the Transfer Agent the following:
|
|
(a)
|
A copy of the Articles of incorporation and By-Laws of the Customer;
|
|
(b)
|
Copies of all material amendments to its Articles of Incorporation or By-Laws made after the date of this Agreement, promptly after such amendments are made; and
|
|
(c)
|
A certificate of the Customer as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued shares relating to the exercise of options, warrants or a conversion of debentures or otherwise.
|
11.2
|
Transfer Agent Facilities
. The Transfer Agent hereby agrees to establish and maintain facilities and procedures consistent with industry standards for the safekeeping of check forms and facsimile signature imprinting devices, if any, and for the preparation, use, and recordkeeping of such forms and devices.
|
11.3
|
Notification
. Customer shall notify the Transfer Agent as soon as possible in advance of any stock split, stock dividend or any similar event which may affect the Shares and any bankruptcy, insolvency, moratorium or other proceeding regarding Customer affecting the enforcement of creditors’ rights. Notwithstanding any other provision of the Agreement to the contrary, the Transfer Agent will have no obligation to perform any Services under the Agreement subsequent to the commencement of any bankruptcy, insolvency, moratorium or other proceeding regarding Customer affecting the enforcement of creditors’ rights unless the Transfer Agent receives assurance satisfactory to it that it will receive full payment for such services. Further, Customer may not assume the Agreement after the filing of a bankruptcy petition without the Transfer Agent’s written consent.
|
11.4
|
Summary of Policies and Procedures
. Transfer Agent shall upon request provide Customer with a summary of any of its policies and procedures relating to Services or this Agreement and provide prompt summary e-mail notification of material changes to such policies and procedures
|
Section 12.
|
Addition or Deletion of a Fund.
|
12.1
|
The parties shall cooperate to update
Appendix A
(e.g.
,
add or remove a Fund) within thirty (30) days of the end of each calendar quarter to reflect the addition or deletion of any Fund receiving Services pursuant to this Agreement.
|
12.2
|
The parties agree that
Appendix A
may be amended for purposes of Section 12.1 and otherwise without an executed written amendment if (a) any member of the BlackRock Relationship Team (as identified in
Schedule 4
of the Side Agreement) delivers by email to the Transfer Agent Senior Customer Service Officer or a Transfer Agent Customer Service Officer (all as identified in
Schedule 4
of the Side Agreement) (i) a copy of an amended and restated
Appendix A,
dated as of the date such amended and restated
Appendix A
is intended to be effective, and (ii) to the extent a Fund is being added, a letter substantially in the format stated in
Appendix C
signed by an authorized officer of such Fund confirming the addition of such Fund as a party to the Agreement, and (b) the Transfer Agent Senior Customer Service Officer or a Transfer Agent Customer Service Officer, as the case may be, receiving the email message and attachment(s) acknowledges in a responding email that the amended and restated
Appendix A
has been received.
|
12.3
|
The parties agree that Funds listed on Appendix A, as it may be amended from time to time, automatically agree to be bound by the terms of the Side Agreement.
|
12.4
|
Notwithstanding the foregoing, if Transfer Agent determines and advises the Customer that additions or revisions to the SCRIP System are necessary in order to accommodate any such new
|
Section 13.
|
Audits and Site Visits.
|
13.1
|
Subject to the further provisions of this Section 13, a reasonable number of representatives of the Customer together, if applicable, with auditors associated with a firm of certified independent public accountants (“
Auditor Firms
”) may, during normal weekday business hours, upon giving the Transfer Agent at least twenty (20) days advance notice, no more frequently than once per year (unless required by Customer’s regulators or in response to a previously-identified deficiency, in which event the additional audit will only relate to such deficiency), except that, at mutually agreed dates, and subject to the Transfer Agent’s reasonable security, privacy and confidentiality policies and procedures inspect the Transfer Agent premises principally utilized to perform the Services and related operations, and (ii) examine on-site any books and records required to be maintained by the Transfer Agent in connection with the performance of the Services and the written procedures utilized by the Transfer Agent in performing the Services, solely to determine the Transfer Agent’s compliance with this Agreement.
|
13.2
|
During the annual site visit by the BlackRock Relationship Team at mutually agreed dates, and subject to the Transfer Agent’s reasonable security, privacy and confidentiality policies and procedures the Customer may, subject to the further provisions of this Section 13, (i) inspect the Transfer Agent premises principally utilized to perform the Services and related operations, and (ii) request the Transfer Agent provide system and transaction processing demonstrations, and (iii) make available employees with knowledge about the Services performed to conduct discussions with the Customer and answer reasonable questions of the Customer about such subjects.
|
13.3
|
Subject to the further provisions of this Section 13, and Transfer Agent’s reasonable security, privacy and confidentiality policies and procedures. Transfer Agent will give regulatory authorities with jurisdiction over the Customer, upon reasonable advance written notice and during normal weekday business hours, the ability to (i) inspect the Transfer Agent premises principally utilized to perform the Services and related operations, and (ii) examine on-site any books and records required to be maintained by the Transfer Agent in connection with the performance of the Services.
|
13.4
|
Transfer Agent shall not be required in connection with any site visits under this Section 13 to engage in any conduct that would significantly interfere with or disrupt the normal business operations of the Transfer Agent. The Transfer Agent may, in its sole discretion, prohibit the Customer, personnel of Auditor Firms, and regulators of the Customer from entering certain areas of its facilities for security reasons, in which case the Transfer Agent will provide the Customer with alternative access to the books and records, information or personnel in such restricted area, to the extent reasonably possible. Audits shall not include penetration testing. Any audit under this Section 13 includes the right to inspect the books and records of the Transfer Agent on-site at Transfer Agent’s office, but not the right to copy any records. The Customer will provide the Transfer Agent with a written scope of work including a mutually agreed level of detail, at least ten (10) business days in advance of commencement of any audit. Personnel of Auditor Firms or regulators of the Customer, who in the sole judgment of the
|
13.5
|
The Customer will compensate the Transfer Agent for all out of pocket expenses incurred in connection with any audit under this Section 13, and will also compensate the Transfer Agent, in accordance with the Transfer Agent’s fee schedule in effect at the time of such audit, for the time of each of the Transfer Agent’s employees required to assist with such audit; provided, however, that in no event shall the Customer be charged for the time incurred by the Transfer Agent’s Relationship Management employees required to assist with such audit.
|
Section 14.
|
Confidentiality.
|
14.1
|
Each party shall keep the Confidential Information (as defined in below) of the other party in confidence and will not use or disclose or allow access to or use of such Confidential Information except as set forth in Section 14.4 below. Each party acknowledges that the Confidential Information of the disclosing party will remain the sole property of such party. In complying with the first sentence of this Section 14.1, each party will use at least the same degree of care it uses to protect its own confidential information, but in no event less than a commercially reasonable degree of care.
|
14.2
|
Subject to Sections 14.3 and 14.4 below, “
Confidential Information
” means (i) except to the extent disclosure may be required by the Securities Laws or the 1940 Act, the terms and conditions (but not the existence of) this Agreement, all compensation agreements, arrangements and understandings (including waivers) respecting this Agreement, disputes pertaining to the Agreement, and information about a party’s exercise of rights hereunder, performance of obligations hereunder or other conduct of a party in connection with the Agreement, in whatever form, and (ii) information and data of, owned by or about a disclosing party or its affiliates, customers, or subcontractors that may be provided to the other party or become known to the other party in the course of the relationship established by this Agreement, regardless of form or content, including but not limited to (A) competitively sensitive material, and not generally known to the public, including, but not limited to, studies, plans, reports, surveys, summaries, documentation and analyses, regardless of form, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or Computershare, their respective subsidiaries and Affiliates and the customers, clients and suppliers of any of them; (B) scientific, technical or technological information, a design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or Computershare a competitive advantage over its competitors; (C) a confidential or proprietary concept, Proprietary Information, documentation, report, data, specification, computer software, source code, object code, flow chart, database, invention, know how, trade secret, whether or not patentable or copyrightable; (D) information related to security, disaster recovery, business continuity and any other operational plans, procedures, practices and protocols, and (E) anything designated as confidential.
|
14.3
|
Information or data that would otherwise constitute Confidential Information under Section 14.2 shall not constitute Confidential Information to the extent it:
|
|
(a)
|
is already known to the receiving party at the time it is obtained;
|
|
(b)
|
is or becomes publicly known or available through no wrongful act of the receiving party;
|
|
(c)
|
is rightfully received from a third party who, to the receiving party’s knowledge, is not under a duty of confidentiality;
|
|
(d)
|
is released by the protected party to a third party without restriction; or
|
|
(e)
|
has been or is independently developed or obtained by the receiving party without reference to the Confidential Information provided by the protected party.
|
14.4
|
Confidential Information of a disclosing party may be used or disclosed by the receiving party in the circumstances set forth below but except for such permitted use or disclosure shall remain Confidential Information subject to all applicable terms of this Agreement:
|
|
(a)
|
in connection with activities contemplated by this Agreement;
|
|
(b)
|
as required by law or regulation or pursuant to a court order, subpoena, order or request of a governmental or regulatory or self-regulatory authority or agency, or binding discovery request in pending litigation (provided that, other than for requests to the Transfer Agent for Shareholder records pursuant to standard subpoenas from state or federal government authorities (e.g., divorce and criminal actions) the receiving party will provide the other party written notice of such requirement or request, to the extent such notice is permitted, and subject to proper jurisdiction, if applicable);
|
|
(c)
|
in connection with inquiries, examinations, audits or other reviews by a governmental, regulatory or self-regulatory authority or agency, audits by independent auditors or requests for advice or opinions from counsel;
|
|
(d)
|
the information or data is relevant and material to any claim or cause of action between the parties or the defense of any claim or cause of action asserted against the receiving party; or
|
|
(e)
|
as otherwise agreed in writing between the parties.
|
14.5
|
Subject to the exceptions in Section 14.4, each party agrees not to publicly disseminate Confidential Information of the other party or mutual Confidential Information.
|
14.6
|
Notwithstanding Section 20.8 (Survival) of this Agreement, the provisions of this Section 14 shall survive termination of this Agreement for a period of three (3) years after such termination.
|
Section 15.
|
Privacy.
|
15.1
|
Computershare agrees to implement and maintain appropriate security measures to protect “personal information”, as that term is defined in 201 CMR 17.00: Standards For The Protection Of Personal Information Of Residents Of The Commonwealth (“
Massachusetts Privacy Regulation
”), consistent with the Massachusetts Privacy Regulation and any applicable federal regulations. Computershare shall treat non-public personal information of Shareholders as confidential, and shall not disclose such information except in connection with carrying out the Services set forth in this Agreement, as required by law or regulation, or as allowed in this Agreement.
|
Section 16.
|
Term and Termination.
|
16.1
|
Term
. This Agreement shall be effective from the Effective Date and shall remain in full force and effect and continue through to the end of the Initial Term and shall, upon the expiration thereof, be automatically renewed thereafter for successive one (1) year terms, unless terminated pursuant to Section 16.
|
16.2
|
Termination for Convenience
. Either party may terminate this Agreement by providing a written notice of termination to the other party, specifying the date this Agreement will terminate as follows: (a) if terminated by Customer, at least ninety (90) days and not more than 365 days in advance of the termination date so specified in the notice, or (b) if terminated by Computershare, at least 180 days and not more than 365 days in advance of the termination date so specified in the notice.
|
16.3
|
Termination for Cause
. Without prejudice to its other rights under this Agreement, a party (the “
Terminating Party
”) shall be entitled to terminate this Agreement if:
|
|
(a)
|
the other party commits a material breach of the Agreement which is capable of being remedied but, following receipt of written notice of such material breach from the Terminating Party, the breaching party does not remedy the material breach within ninety (90) days of receiving such notice (or within such other period as the Customer and the Transfer Agent may agree upon following receipt of such notice). In such case, the Terminating Party may terminate this Agreement by providing a written notice of termination to the breaching party, specifying the date as of which this Agreement will terminate, which may be any date, including the date such written notice is provided, however, the failure by the Customer to pay an invoiced Fee which is subject to a good faith dispute shall not constitute a material breach of the Agreement;
|
|
(b)
|
a party commits a material breach of the Agreement which is not capable of being remedied. In such case, the Terminating Party may terminate this Agreement by providing a written notice of termination to the breaching party, specifying the date as of which this Agreement will terminate, which may be any date ninety (90) days from the date such written notice is provided;
|
|
(c)
|
In the case of Transfer Agent assigning this Agreement pursuant to Section 17.1, Customer may terminate this Agreement. Customer must exercise its right to terminate pursuant to this Section 16.3(c) within sixty (60) days from the date Customer receives
|
|
(d)
|
a party ceases to maintain a regulatory license, registration, permission or authorization that, in the case of the Transfer Agent materially impairs its ability to provide the Services or any material portion thereof or in the case of the Customer, materially alters its ability to perform its obligations under this Agreement; or
|
|
(e)
|
the other party becomes the subject of a significant action (such as an enforcement action or investigation) by a regulatory authority with jurisdiction over that party that materially impacts, in the case of the Transfer Agent, its ability to provide Services and, in the case of the Customer, its ability to perform its obligations under this Agreement.
|
16.4
|
Regulatory Necessity
. In the event the Customer, is required by the written directive an applicable provincial or federal regulatory or self-regulatory organization with jurisdiction over the Customer (the “
Issuing Regulator
”) to terminate this Agreement or to cease to receive or procure one or more Services from the Transfer Agent or to cease to carry on the business for the purpose of which it requires the Services due to any circumstance relating specifically to the Transfer Agent (a “
Termination Directive
”), the Customer shall provide the Transfer Agent with a copy of the Termination Directive as promptly as permitted by such Termination Directive, if permitted, and thereafter be entitled to terminate the Agreement or impacted Services in accordance with the requirements of the Termination Directive.
|
16.5
|
Termination by the Customer
. The Customer may terminate this Agreement by providing a written notice of termination to the Transfer Agent, specifying the date as of which this Agreement will terminate, which may be any date, including the date such written notice is provided, provided the circumstances described below giving rise to the termination right are continuing at the time of the Transfer Agent’s receipt of such written notice, if as a result of an Event Beyond Reasonable Control:
|
|
(a)
|
The Transfer Agent is prevented from performing the whole or substantially the whole of the Services, or of any key elements of the Services, for a continuous period in excess of sixty (60) days; or
|
|
(b)
|
The Transfer Agent is prevented from performing the whole or substantially the whole of the Services, or of any key elements of the Services for a continuous period in excess of fourteen (14) days and during that period it has not used all commercially reasonable efforts to: find a solution by which its obligations under this Agreement may be performed despite the continuance of the Event Beyond Reasonable Control; or attempt to perform the impacted obligations, including by implementing its business continuity and disaster recovery plan.
|
16.6
|
Insolvency
.
|
|
(a)
|
Notwithstanding any other provision of this Agreement, the Customer or the Transfer Agent may in their or its sole discretion terminate this Agreement immediately by sending notice thereof to the other party upon the happening of any of the following to such other party:
|
|
(i)
|
such party commences as debtor any case or proceeding under any bankruptcy, insolvency or similar law, or there is commenced against such party any such case or proceeding;
|
|
(ii)
|
such party commences as debtor any case or proceeding seeking the appointment of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property or there is commenced against such party any such case or proceeding;
|
|
(iii)
|
such party makes a general assignment for the benefit of creditors; or
|
|
(iv)
|
such party states in any medium, written, electronic or otherwise, any public communication or in any other public manner its inability to pay debts as they come due.
|
|
(b)
|
Each of the Customer, and the Transfer Agent may exercise its termination right under Section 16 at any time after the occurrence of any of the foregoing events notwithstanding that such event may cease to be continuing prior to such exercise, and any delay in exercising this right shall not be construed as a waiver or other extinguishment of that right. Any exercise by the Customer or the Transfer Agent of its termination right under Section 16 shall be without any prejudice to any other remedies or rights available to such party and shall not be subject to any fee or penalty, whether monetary or equitable. Notwithstanding anything to the contrary in this Agreement, notice of termination under this Section 16 shall be considered given and effective when given, not when received.
|
16.7
|
Each party will notify the other party promptly of any occurrence of the circumstances specified in Sections 16.2, 16.3, 16.4, 16.5, and 16.6. No failure or delay by a party to give any such notice will prejudice or limit the rights of the other party to terminate this Agreement (whether arising out of, in connection with or relating to this Agreement or otherwise).
|
16.8
|
Records
. Upon receipt of written notice of termination, the parties will use commercially practicable efforts to effect an orderly termination of this Agreement. Subject to the provisions in
Schedule 7
of the Side Agreement, the Transfer Agent will deliver promptly to the Customer electronically or in other media, in Computershare’s industry standard format, all stockholder and other records, files and data supplied to or compiled by the Transfer Agent on behalf of the Customer, subject to applicable law and Transfer Agent’s records management policy.
|
Section 17.
|
Assignment.
|
17.1
|
Affiliates
. Upon thirty (30) days prior written notice to Customer, the Transfer Agent may, without further consent of the Customer assign its right and obligations hereunto to any affiliated and registered transfer agent under Rule 17Ac2-1 promulgated under the 1934 Act. The Transfer Agent will not assign its rights and obligations to any other person without the Customer’s prior written consent.
|
17.2
|
Sub-contractors
. The Transfer Agent may, without further consent of the Customer, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors such services as may be required from
|
Section 18.
|
Unaffiliated Third Parties.
|
18.1
|
Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.
|
Section 19.
|
Disaster Recovery.
|
19.1
|
Computershare shall maintain or arrange with third parties for back-up facilities (“
Back-Up Facilities
”) to the primary operations and data centers used by Computershare to provide the Services (“
Primary Facilities
”). The Back-Up Facilities will be capable of providing the Services in the event an incident to the Primary Facilities significantly interrupts the delivery of a significant Service. In the event of equipment failures, Computershare shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions, including using the Back-Up Facilities where appropriate.
|
19.2
|
Computershare shall develop and maintain a business continuity plan containing disaster recovery procedures for its data centers and operations facilities (“
Business Continuity Plan
”). Computershare will provide business continuity and disaster recovery services in accordance with its Business Continuity Plan. Computershare’s Business Continuity Plan will at a minimum contain:
|
|
(a)
|
Crisis management procedures for command and control during a disaster;
|
|
(b)
|
Emergency notification process;
|
|
(c)
|
Activation procedures including assignment of the authority to activate;
|
|
(d)
|
Recovery process;
|
|
(e)
|
Procedures and accommodations for the recovery of systems, applications and networks; and
|
|
(f)
|
Identification of external service providers required for recovery, including but not limited to, disaster recovery service providers, equipment maintenance, transportation, salvage and building maintenance.
|
19.3
|
Annually, or upon the Fund’s reasonable request, Computershare will certify that its Business Continuity Plan complies with the provisions of this Section 19 and
Schedule 5
of the Side Agreement.
|
19.4
|
Attached to the Side Agreement as
Schedule 5
is an executive summary of the Business Continuity Plan as the Business Continuity Plan was constituted on the Effective Date which sets forth in reasonable detail the characteristics of the Business Continuity Plan. Computershare shall annually provide the Fund with an executive summary in written form of the Business Continuity Plan, updated as necessary to incorporate into the executive summary, as of the date provided, summaries of any changes to the Business Continuity Plan since the Effective Date, or the date of the last executive summary of the Business Continuity Plan provided to the Fund, as the case may be.
|
Section 20.
|
Miscellaneous.
|
20.1
|
Notices
.
|
20.2
|
Successors
.
|
20.3
|
Amendments
.
|
20.4
|
Severability
.
|
20.5
|
Governing Law
.
|
20.6
|
Descriptive Headings
.
|
20.7
|
Third Party Beneficiaries
.
|
20.8
|
Survival
.
|
20.9
|
Merger of Agreement
.
|
20.10
|
Priorities
.
|
20.11
|
Counterparts
.
|
On Behalf of Both Entities:
|
On Behalf of the BlackRock Closed-End Investment Companies Listed on Appendix A:
|
|
By:
/s/ Martin J. McHale, Jr.
|
By:
/s/ Neal J. Andrews
|
|
Name: Martin J. McHale, Jr.
|
Name: Neal J. Andrews
|
|
Title: President, U.S. Equity Services
|
Title: Chief Financial Officer
|
|
Date: 1/7/15
|
Date:
|
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
|
|
BCX
|
BlackRock Resources & Commodities Strategy Trust
|
|
BDJ
|
BlackRock Enhanced Equity Dividend 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
|
|
BGRT
|
BlackRock Energy & Resources Trust
|
|
BGT
|
BlackRock Floating Rate Income Trust
|
|
BGY
|
BlackRock International Growth & Income Trust
|
|
BHK
|
BlackRock Core Bond Trust
|
|
BHL
|
BlackRock Defined Opportunity Credit Trust
|
|
BHV
|
BlackRock Virginia Municipal Bond Trust
|
|
BIE
|
BlackRock Municipal Bond Investment Trust
|
|
BIT
|
BlackRock Multi-Sector Income Trust
|
|
BJZ
|
BlackRock California Municipal 2018 Term Trust
|
|
BKK
|
BlackRock Municipal 2020 Term Trust
|
|
BKN
|
BlackRock Investment Quality Municipal Trust
|
Coy (Legacy
Co Code)
|
Company Name
|
|
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
|
|
BME
|
BlackRock Health Sciences Trust
|
|
BNJ
|
BlackRock New Jersey Municipal Income Trust
|
|
BNY
|
BlackRock New York Municipal Income Trust
|
|
BOE
|
BlackRock Global Opportunities Equity Trust
|
|
BPK
|
BlackRock Municipal 2018 Term Trust
|
|
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
|
|
BST
|
BlackRock Science and Technology Trust
|
|
BTA
|
BlackRock Long-Term Municipal Advantage Trust
|
|
BTT
|
BlackRock Municipal Target Term Trust
|
|
BTZ
|
BlackRock Credit Allocation Income Trust
|
|
BUI
|
BlackRock Utility and Infrastructure Trust
|
|
BYM
|
BlackRock Municipal Income Quality Trust
|
|
BZM
|
BlackRock Maryland Municipal Bond Trust
|
|
CII
|
BlackRock Enhanced Capital & Income Fund, Inc.
|
|
DSU
|
BlackRock Debt Strategies Fund, Inc.
|
|
EGF
|
BlackRock Enhanced Government Fund, Inc.
|
Coy (Legacy
Co Code)
|
Company Name
|
|
FRA
|
BlackRock Floating Rate Income Strategies Fund, Inc.
|
|
HYT
|
BlackRock Corporate High Yield Fund, Inc.
|
|
MCA
|
BlackRock MuniYield California Quality Fund, Inc.
|
|
MEN
|
BlackRock MuniEnhanced Fund, Inc.
|
|
MFL
|
BlackRock MuniHoldings Investment Quality Fund
|
|
MFT
|
BlackRock MuniYield Investment Quality Fund
|
|
MHD
|
BlackRock MuniHoldings Fund, Inc.
|
|
MHE
|
BlackRock Massachusetts Tax-Exempt Trust
|
|
MHN
|
BlackRock MuniHoldings New York Quality Fund, Inc.
|
|
MIY
|
BlackRock MuniYield Michigan Quality Fund, Inc.
|
|
MJI
|
BlackRock MuniYield New Jersey Quality Fund, Inc.
|
|
MNE
|
BlackRock Muni New York Intermediate Duration Fund
|
|
MPA
|
BlackRock MuniYield Pennsylvania Quality Fund
|
|
MQT
|
BlackRock MuniYield Quality Fund II, Inc.
|
|
MQY
|
BlackRock MuniYield Quality Fund, Inc.
|
|
MUA
|
BlackRock MuniAssets Fund, Inc.
|
|
MUC
|
BlackRock MuniHoldings California Quality Fund, Inc.
|
|
MUE
|
BlackRock Muniholdings Quality Fund II, Inc.
|
|
MUH
|
BlackRock MuniHoldings Fund II, Inc.
|
|
MUI
|
BlackRock Muni Intermediate Duration Fund, Inc.
|
|
MUJ
|
BlackRock MuniHoldings New Jersey Quality Fund, Inc.
|
|
MUS
|
BlackRock MuniHoldings Quality Fund, Inc.
|
|
MVF
|
BlackRock MuniVest Fund, Inc.
|
|
MVT
|
BlackRock MuniVest Fund II, Inc.
|
Coy (Legacy
Co Code)
|
Company Name
|
|
MYCF
|
BlackRock MuniYield California Fund, Inc.
|
|
MYD
|
BlackRock MuniYield Fund, Inc.
|
|
MYFD
|
BlackRock MuniYield Investment Fund
|
|
MYI
|
BlackRock MuniYield Quality Fund III, Inc.
|
|
MYJ
|
BlackRock MuniYield New Jersey Fund, Inc.
|
|
MYM
|
BlackRock MuniYield Michigan Quality Fund II, Inc.
|
|
MYN
|
BlackRock MuniYield New York Quality Fund, Inc.
|
|
MZA
|
BlackRock MuniYield Arizona Fund, Inc.
|
(i)
|
The Advisor intends that Computershare keep and maintain certain records of ownership for record holders of Fund shares reflecting the name and address of the holder, and share transactions in the account (the “
required books and records
”);
|
(ii)
|
Computershare shall endeavor to keep and maintain books and records required in accordance with CFTC regulation 1.31 as further discussed below; and
|
(iii)
|
Computershare agrees to keep such required books and records open to inspection by any representative of the CFTC or the United States Department of Justice in accordance with CFTC Regulation 1.31 and agrees to make such required books and records available to pool participants in accordance with CFTC Regulation 4.23.
|
1.
|
Schedules
. Schedules 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11, each as respectively referenced in the Agreement, are all attached hereto and incorporated herein.
|
2.
|
Termination
. This Side Agreement will terminate automatically upon termination of the Agreement.
|
3.
|
Incorporation by Reference
. All terms and conditions set forth in the Agreement, as amended from time to time, not otherwise modified by this Side Agreement, shall be incorporated by reference herein, and are made a part of this Side Agreement as fully as if set forth herein.
|
By:
|
/s/ Neal J. Andrews
|
Name:
|
Neal J. Andrews
|
Title:
|
Chief Financial Officer
|
COMPUTERSHARE TRUST COMPANY, N.A.
|
|
and COMPUTERSHARE INC. (on behalf of both entities)
|
|
By:
|
/s/ Martin J. McHale, Jr.
|
Name
|
Martin J. McHale, Jr.
|
Title:
|
President, U.S. Equity Services
|
$
|
610.00
|
Monthly Administrative Fee, Per Fund
|
|
DRP and DTC Fees
:
|
|||
$
|
1.00
|
For each Dividend Reinvestment per participant
|
|
$
|
250.00
|
DTC Participation Monthly fee, per Fund
|
|
Includes the standard Transfer Agent and Registrar services as stated in the following sections: (the services listed apply to each Fund)
|
·
|
SEC Electronic Database Search
|
$2.00 per Account searched
|
By:
|
/s/ Neal J. Andrews
|
|
Name:
|
Neal J. Andrews
|
|
Title:
|
Chief Financial Officer
|
|
Date:
|
||
COMPUTERSHARE TRUST COMPANY, N.A. and
|
||
COMPUTERSHARE INC.
|
||
On Behalf of Both Entities
|
||
By:
|
/s/ Martin J. McHale, Jr.
|
|
Name:
|
Martin J. McHale, Jr.
|
|
Title:
|
President, U.S. Equity Services
|
|
Date:
|
1-7-15
|
Section 1.
|
Standard Services.
|
1.1
|
General Services
. The Transfer Agent shall perform the following services in accordance with procedures established from time to time by agreement between the Customer and the Transfer Agent:
|
|
(a)
|
issue and record the appropriate number of Shares as authorized and hold such Shares in the appropriate Shareholder account;
|
|
(b)
|
maintain Shareholder accounts, including but not limited to (i) establishing new accounts (ii) preparing and mailing W-9 solicitations for new accounts that do not have Tax Identification Numbers (iii) processing address changes (iv) processing Tax Identification Number changes (v) processing routine and non-routine transfers of ownership upon receipt of appropriate documentation (vi) posting debit and credit transactions (vii) responding to written Shareholder communications (viii) responding to Shareholder telephone inquiries (ix) placing and releasing stop transfers (x) Online access to Shareholder account information and services and (xi) Dividend Reinvestment Plan accounts and establish new participant accounts;
|
|
(c)
|
Computershare Inc. will prepare and transmit payments for dividends and distributions declared by the Customer, provided good funds for said dividends or distributions are received by Computershare Inc. on or prior to the scheduled payable date on or about 11:00 a.m. ET 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 book entry shares 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 book entry shares 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 book entry shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond;
|
|
(f)
|
Computershare Inc. will issue replacement checks and place a stop payment order on original checks based on a Shareholder’s representation that a check was not received or was lost, once the check has been verified as outstanding;
|
|
(g)
|
Execute and deliver the letter substantially in the form attached hereto as
Appendix B
of the Agreement, annually upon demand of the Funds;
|
|
(h)
|
At the Customer’s request, prepare and deliver standard reports;
|
|
(i)
|
Support and implement Customer corporate action instructions, issuance or distribution of Shares to Shareholders (e.g., instructions relating to Fund mergers, liquidations, name changes, etc.) (may be subject to additional fees);
|
|
(j)
|
Perform any other services typically provided by a transfer agent, dividend disbursing agent, dividend reinvestment plan agent, and other investment programs consistent with those requirements in effect as of the date of the Agreement;
|
|
(k)
|
Computershare Inc. will prepare, mail and file tax filings relating to the Services or the subject thereof, with the IRS and the States; and
|
|
(1)
|
Provide Additional Services to the Customer pursuant to the Agreement as shall be agreed in writing between the Customer and Computershare from time to time.
|
1.2
|
Reports and Information
. Computershare shall provide the Funds with the reports specified in
Schedule 6
of the Side Agreement within the periods of time prescribed in
Schedule 6
of the Side Agreement and at no additional cost to the Funds, subject to the following limitations:
|
|
(a)
|
Addressing, enclosing and mailing to registered Shareholders Customer-provided materials three (3) times per annum
|
|
(b)
|
Preparing six (6) standard reports at the Customer’s discretion per annum
|
|
Report distributions in excess of these limits may accrue additional costs.
|
1.3
|
Communications to Shareholders
.
|
|
(a)
|
Subject to receipt by Computershare of timely written instructions as appropriate, Computershare shall mail all communications by the Customer to Shareholders, including but not limited to:
|
|
(i)
|
Annual and semi-annual reports to Shareholders;
|
|
(ii)
|
Confirmations of sales of Shares;
|
|
(iii)
|
Monthly and/or quarterly statements including but not limited to cash and Dividend Reinvestment Plan detail statements, which shall be prepared by Computershare;
|
|
(iv)
|
Dividend(s) and distribution notices including Section 19 notices, which shall be prepared by Computershare Inc.; and
|
|
(v)
|
Tax form information including but not limited to Form 1099s, 1042 and State filings, which shall be prepared by Computershare Inc..
|
|
(b)
|
Computershare shall provide electronic delivery of the Shareholder communications listed in Section 1.3(a) above to individual Shareholders, with the exception of Sections 1.3(a)(i) and (v), upon the satisfaction by individual Shareholders of all pre-requisite requirements for electronic delivery.
|
|
(c)
|
Computershare shall answer such correspondence from Shareholders, securities brokers and others relating to its duties hereunder and such other correspondence pursuant to written procedures.
|
|
(d)
|
Computershare Inc. will in accordance with IRS regulations, utilizing relevant information provided to Computershare in the ordinary course of performing the services provided for in the Agreement, report cost basis information to Shareholders on a first in, first out (“
FIFO
”) basis by tax year and Shares, except when a Shareholder requests such reporting to occur on another basis.
|
|
(e)
|
Computershare Inc. will in accordance with the Code, prepare and deliver year-end and other Federal tax forms to Shareholders based on transactions in Fund Shares and related actions taken by Shareholders with respect to their Fund accounts and file the related Federal tax reports with the IRS.
|
1.4
|
Dividend Disbursing Services
.
|
|
(a)
|
Declaration of Dividends
. Upon receipt by Computershare Inc. of written instructions containing all requisite information that may be reasonably requested by Computershare Inc., including payment directions and authorization, Computershare Inc. shall issue Shares in payment of the dividend or distribution, or, upon Shareholder election, pay such dividend or distribution in cash, if provided for in the Fund’s prospectus.
|
|
(b)
|
Tax Withholding
. Computershare Inc. is authorized to deduct from all dividends declared by the Fund and disbursed by Computershare Inc., as dividend disbursing agent, the tax required to be withheld pursuant to Sections 1441, 1442 and 3406 of the Internal Revenue Code of 1986, as amended, or by any Federal or State statutes subsequently enacted, and to make the necessary return and payment of such tax in connection therewith.
|
|
(c)
|
Bank Accounts
. All funds received by Computershare Inc. under the Agreement that are to be distributed or applied by Computershare Inc. in the performance of Services (the “
Funds
”) shall be held by Computershare Inc. “as agent for” Customer and deposited in one or more bank accounts to be maintained by Computershare Inc. in its name as agent for Customer. Until paid pursuant to the Agreement, Computershare Inc. may hold or invest the Funds through such accounts in: (a) obligations of, or guaranteed by, the U.S.; or (b) AAA rated money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940. Customer shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare Inc. in accordance with this paragraph, including any losses resulting from a default by any bank or financial institution. Computershare Inc. may from time to
|
|
(d)
|
In connection with dividend disbursing services, Computershare Inc. shall perform the following, as required from time to time:
|
|
(i)
|
reconciling paid and outstanding checks;
|
|
(ii)
|
All funds must be received by Computershare Inc. before or on dividend payable date on or about
11:00 a.m. Eastern Time
via Federal Funds Wire.
|
|
(iii)
|
Dividend checks will be drawn on a Direct Deposit Account (DDA) set up by Computershare Inc. on behalf of the Customer. The funds received from the Customer will be immediately available on mailing date.
|
|
(iv)
|
processing and recordkeeping of accumulated uncashed dividends; and
|
|
(v)
|
performing the following duties listed below:
|
|
(1)
|
Withholding taxes from funds issued in connection with Shareholder Accounts as required by United States government regulations;
|
|
(2)
|
Reconciling and reporting taxes withheld, including additional 1099 reporting requirements, to the IRS;
|
|
(3)
|
Responding to Shareholder inquiries regarding taxes withheld;
|
|
(4)
|
Mailing to new accounts which have had taxes withheld, to inform them of procedures to be followed to curtail subsequent back-up withholding;
|
|
(5)
|
Performing Shareholder file adjustments to reflect certification of Accounts;
|
|
(6)
|
Providing sample 1099 DIVs to Customer for review, prior to mailing;
|
|
(7)
|
Providing signoff to Customer that mailing occurred prior to IRS imposed deadlines;
|
|
(8)
|
Responding to IRS notices and inquiries upon receipt from Customer; and
|
|
(9)
|
Preparing and filing applications for extension of time to file withholding tax forms with the IRS (if necessary).
|
1.5
|
Dividend Reinvestment Services
. As administrator of the Customer’s original issue Dividend Reinvestment Plan, Trust Company shall:
|
|
(a)
|
Invest Dividend Reinvestment Plan purchases, up to fourteen (14) per annum, and execute reinvestment transactions of Dividend Reinvestment Plan participant accounts;
|
|
(b)
|
Process the termination and withdrawal requests;
|
|
(c)
|
Act as certificate depository; and
|
|
(d)
|
Execute market trades or issue shares within the timing allowed by the Fund’s Dividend Reinvestment Plan. Provide reporting to Customer for approval, as soon as practical after completion of the process.
|
1.6
|
Unclaimed Property and Lost Shareholders
. The Transfer Agent shall report unclaimed property to each state in compliance with state law. The Transfer Agent shall direct filing of abandoned property by:
|
|
(a)
|
Processing and mailing due diligence notices to all qualifying Shareholder accounts in accordance with Computershare’s schedule of States’ due diligence and abandoned property filing requirements, also known as the “
State Filing Matrix
”;
|
|
(b)
|
Processing returned due diligence notices and remitting property to Shareholders prior to escheatment;
|
|
(c)
|
Preparing and filing preliminary and final abandoned property reports;
|
|
(d)
|
Preparing and filing payments for each State covering unclaimed funds as per a particular State’s requirements;
|
|
(e)
|
Issuing and filing book entry shares registered to the applicable State(s) representing returned (RPO) certificates and underlying share certificates; and
|
|
(f)
|
Retaining, or returning to the Customer upon the termination of the Agreement, as required by law or otherwise, records of property escheated to the several States and responding, after appropriate research, to Shareholder, Customer or state or federal regulator inquiries relating to same.
|
1.7
|
Lost Shareholder Services
. The Transfer Agent shall perform the following services and shall comply with Rule17Ad-17 promulgated under the 1934 Act for Lost Shareholders and Unresponsive Payees.
|
|
(a)
|
Code Shareholder Accounts as ‘lost’ when mail has been returned as undeliverable by the United States Postal Service
|
|
(b)
|
Identify lost Accounts eligible for SEC Mandated Searches
|
|
(c)
|
Perform electronic database searches in accordance with SEC requirements
|
|
(d)
|
Update Shareholder Account with a new address provided by search firm and remove lost status
|
|
(e)
|
Send SEC ADDRESS VERIFICATION NOTICE to Shareholders when a new address has been applied to the Account
|
|
(f)
|
Send SEC ADDRESS VERIFICATION NOTICE to Shareholders when the address search has provided the Account address of record as the most current (lost status not removed)
|
|
(g)
|
Reissue unclaimed property to Shareholders upon receipt of signed verification notice
|
|
(h)
|
Identify a Shareholder as an Unresponsive Payee if a check is sent to the Shareholder and is not negotiated:
|
|
(i)
|
before the earlier of the paying agent’s sending the next regularly scheduled check or
|
|
(ii)
|
the elapsing of six (6) months (or 180 days) after the sending of the not yet negotiated check
|
|
(i)
|
Provide written notification to each Unresponsive Payee with a non-negotiated check outstanding more than 180 days and valued at $25 or more, stating that the Unresponsive Payee has been sent a check that has not yet been negotiated. That notification must be provided no later than seven (7) months (or 210 days) after the sending of the not yet negotiated check.
|
1.8
|
In-Depth Shareholder Search
.
|
1.9
|
Proxy/Annual Meeting Services
. The Transfer Agent shall perform the following services in accordance with procedures established from time to time by agreement between the Customer and the Transfer Agent:
|
|
(a)
|
Prepare one (1) set of files per fund per annum for delivery to the solicitation/proxy vendor selected by the Funds (the “
Solicitation/Proxy Vendor
”).
|
|
(b)
|
Receive back from the Solicitation/Proxy Vendor a file containing last contact date and/or address updates.
|
|
(c)
|
If files are to be delivered to a non-Computershare entity the then set fees per fund for sending and receiving files will be charged to the Customer.
|
1.10
|
Online Services
. The on-line systems, described below, shall be available at least 23 hours a day, Monday – Friday (subject to Section B(3) of the KPI Document) provided further that the potential daily downtime shall not occur during normal business hours. Evening (6:00 p.m. to 8:00 a.m.) and weekend availability subject additionally to scheduled maintenance windows). Computershare shall:
|
|
(a)
|
Provide availability to “Issuer Online,” which provides access to Customer and Shareholder information administered by Computershare, which permits data management including accessing standard reports such as Top 10 - 200 Shareholder lists, submitting real-time inquiries such as an issued capital query, and reporting by holding range.
|
|
(b)
|
Provide availability to “Investor Centre,” which provides Shareholder Account information, transaction capabilities, downloadable forms and FAQs.
|
|
(c)
|
Provide on-demand reporting to allow Customer to generate non-standard reports.
|
1.11
|
Correspondence and Complaints
.
|
|
(a)
|
Retain electronic copies of manual correspondence letter output on Computershare Image system and make a copy available to Customer within 2 Business Days of a request.
|
|
(b)
|
Notify Customer of any complaint addressed to a Computershare or Customer executive, or from any regulatory agency (“
Complaint
”) within 2 Business Days of its identification.
|
1.12
|
Automated Clearinghouse (ACH) Services
|
|
(a)
|
Review data for accuracy and completeness
|
|
(b)
|
Mail cure letter to Shareholders with incomplete information
|
|
(c)
|
Code Accounts for ACH and performing pre-note test
|
|
(d)
|
Identify rejected ACH transmissions, mail dividend check and explanation letter to Shareholders with rejected transmissions
|
|
(e)
|
Respond to Shareholder inquiries concerning the ACH Program
|
|
(f)
|
Calculate on a monthly/quarterly basis the Share breakdown for ACH vs. other dividend payments and notifying the Company of funding amount for ACH transmissions and other payable date funds
|
|
(g)
|
Credit ACH designated bank accounts automatically on dividend payable date
|
|
(h)
|
Maintenance of ACH participant file, including coding new ACH Accounts
|
|
(i)
|
Process termination requests
|
|
(j)
|
Keep adequate records including retention of ACH documents
|
1.13
|
Direct Registration System Services
|
|
(a)
|
Register, issue and transfer DRS book-entry Shares
|
|
(b)
|
Issue DRS statements of holding
|
|
(c)
|
Provide Shareholders with the ability to sell Shares in accordance with the terms and conditions, including applicable fees, of the DRS Sales Facility
|
|
(d)
|
Process sales requests within the appropriate timeframe based on the type of service requested, in accordance with the terms of the DRS sales facility
|
|
(e)
|
Coordinate the issuance, payment and reconcilement for any proceeds stemming from the use of the DRS sales facility, in accordance with the terms and conditions of the facility
|
|
(f)
|
Coordinate the mailing of advices to Shareholders
|
|
(g)
|
Accept and cancel certificated Shares and credit such Shares into a DRS position
|
1.14
|
Compliance with Laws
. The Customer agrees the Transfer Agent is obligated to and the Transfer Agent agrees to comply with all applicable federal, state and local laws and regulations, codes, order and government rules in the performance of its duties under the Agreement.
|
1.15
|
U.S. Government List Matching Services
.
|
|
(a)
|
Computershare will compare, as frequently as is consistent with industry best practice, Appropriate List Matching Data (as defined in Section 1.15(c) below) contained in Computershare databases which are maintained for the Fund pursuant to the Agreement (“
Fund Data
”) to “
U.S. Government Lists
”, which is hereby defined to mean the following:
|
|
(i)
|
data promulgated in connection with the list of Specially Designated Nationals published by the Office of Foreign Asset Control of the U.S. Department of the Treasury (“
OFAC
”) and any other sanctions lists or programs administered by OFAC to the extent such lists or programs remain operative and applicable to the Fund (“
OFAC Lists
”);
|
|
(ii)
|
data promulgated in connection with the list of Non-Cooperative Countries and Territories (“
NCCT List
”) published by the Financial Action Task Force;
|
|
(iii)
|
data promulgated in connection with determinations by the Director (the “
Director
”) of the Financial Crimes Enforcement Network of the U.S. Department of the Treasury that a foreign jurisdiction, institution, class of transactions, type of account or other matter is a primary money laundering concern (“
PMLC Determination
”); and
|
|
(iv)
|
data promulgated in connection with any other lists, programs or determinations (A) which Computershare determines to be substantially similar in purpose to any of the foregoing lists, programs or determinations, or Section 1.15(b) which Computershare and the Fund agree in writing to add to the service described in this Section 1.15(a).
|
|
(b)
|
In the event that following a comparison of Fund Data to a U.S. Government List as described in Section 1.15 (a) Computershare determines that any Fund Data constitutes a “match” with the U.S. Government List in accordance with the criteria applicable to the particular U.S. Government List, Computershare:
|
|
(i)
|
will notify the Fund of such match;
|
|
(ii)
|
will send any other notifications required by applicable law or regulation by virtue of the match;
|
|
(iii)
|
if a match to an OFAC List, will to the extent required by applicable law or regulation assist the Fund in taking appropriate steps to block any transactions or attempted transactions to the extent such action may be required by applicable law or regulation;
|
|
(iv)
|
if a match to the NCCT List or a PMLC Determination, will to the extent required by applicable law or regulation conduct a suspicious activity
|
|
(v)
|
if a match to a PMLC Determination, will assist the Fund in taking the appropriate special measures imposed by the Director; and
|
|
(vi)
|
will assist the Fund in taking any other appropriate actions required by applicable law or regulation.
|
|
(c)
|
“
Appropriate List Matching Data
” means (i) account registration and alternate payee data, to the extent made appropriate by statutes, rules or regulations governing the U.S. Government Lists, (ii) data determined by Computershare in light of statutes, rules or regulations governing the U.S. Government Lists to be necessary to provide the services described in this Section 1.15(c), and (iii) data the parties agree in writing to be necessary to provide the services described in this Section 1.15(c).
|
1.16
|
Red Flags Services
.
|
|
(a)
|
The provisions of this Section 1.16 (the “
Red Flags Section
”) shall apply in the event the Fund elects to receive the “
Red Flags Services
”, which are hereby defined to mean the following services:
|
|
(i)
|
Computershare will maintain written controls reasonably designed to detect the occurrence of Red Flags (as defined below) in connection with:
|
|
(1)
|
account opening and other account activities and transactions conducted directly through Computershare with respect to Direct Accounts (as defined below), and
|
|
(2)
|
transactions effected directly through Computershare by Covered Persons (as defined below) in Covered Accounts (as defined below). Such controls, as they may be revised from time to time hereunder, are referred to herein as the “
Controls
”. Solely for purposes of the Red Flags Section, the capitalized terms below will have the respective meaning ascribed to each:
|
|
(ii)
|
Computershare will provide the Fund with a copy of the policy and procedures and controls.
|
|
(iii)
|
Computershare will notify the Fund of Red Flags that it detects and reasonably determines to indicate a significant risk of Identity Theft to a Registered Owner or Covered Person (“
Possible Identity Theft
”) and assist the Fund in determining the appropriate response of the Fund to the Possible Identity Theft.
|
|
(iv)
|
Computershare will (A) engage an independent auditing firm or other similar flint of independent examiners to conduct an annual evaluation of the Controls and issue a report on the results of the evaluation (the “
Evaluation Report
”), and (B) furnish a copy of the Evaluation Report to the Fund; and
|
|
(v)
|
On a Quarterly basis issue a certification in a form determined to be appropriate by Computershare in its reasonable discretion, certifying to Computershare’s continuing compliance with the Controls after the date of the most recent Evaluation Report.
|
|
(b)
|
The Fund agrees it is responsible for complying with and determining the applicability to the Fund of Section 615(e) of the Fair Credit Reporting Act of 1970, as amended in 2010, and regulations promulgated thereunder by the SEC (the “
Red Flags Requirements
”), for determining the extent to which the Red Flags Services assist the Fund in complying with the Red Flags Requirements, and for furnishing any supplementation or augmentation to the Red Flags Services it determines to be appropriate, and that Computershare has given no advice and makes no representations with respect to such matters. This Red Flags Section shall not be interpreted in any manner which imposes a duty on Computershare to act on behalf of the Fund or otherwise, including any duty to take any action upon the occurrence of a Red Flag, other than as expressly provided for in this Red Flags Section. The Controls and the Red Flags Services may be changed at any
|
A)
|
Certain Definitions
.
|
B)
|
General Terms and Conditions
.
|
|
1)
|
All times expressed in this KPI Document are Eastern Time.
|
|
2)
|
The words “the Funds” when used in this KPI Document shall mean, without further specification or clarification of any nature, “the Funds considered collectively as a whole and not individually”.
|
|
3)
|
If the occurrence of any of the events, circumstances, or conduct listed immediately below adversely impacts Computershare’s performance of a KPI Component listed in the KPI Table in Section C, below (such as by causing interference with or delaying Computershare’s normal performance of an activity, increasing demand for resources or reducing the availability of resources) and Computershare provides reasonable proof of such adverse impact (an “
Impacted Service Performance
”), then if in the Month that the Impacted Service Performance occurs, Computershare’s performance of the KPI Component represented by the Impacted Service Performance falls within the Red Zone for the relevant KPI Component as a result of that/those Impacted Service Performance(s), then the Month shall be skipped (deemed not to have occurred) for purposes of determining Service Fee Credits, provided that, with respect to (iv) no such Month shall be skipped unless the parties have agreed in writing in advance of such occurrences for the KPI or KPIs that may be so impaired;
|
|
i)
|
Any breaches of the Agreement by a Fund, any negligent conduct or errors of a Fund, or any failure of a Fund to perform in accordance with standard for the mutual fund industry or which is needed for the performance by Computershare of any KPI Component in accordance with applicable performance standards;
|
|
ii)
|
An Event Beyond Reasonable Control (as defined in Section 7 of the Agreement), provided Computershare satisfies the condition specified in the last sentence of Section 7.5 of the Agreement;
|
|
iii)
|
Errant Data;
|
|
iv)
|
Any performance by Computershare of an Emergency Service; and/or
|
|
v)
|
The average volume of transactions or inquiries significantly increases as a result of outside factors or unforeseen circumstances for which Computershare is not the proximate cause.
|
|
4)
|
Computershare acknowledges that the Funds regard KPI performance in the Yellow Zone to be less than satisfactory to the Funds, and in the event performance of a KPI is reported within that KPI’s Yellow Zone, Computershare will increase its oversight of the performance of that KPI activity with the goal of increasing performance to that KPI’ s Green Zone level.
|
C)
|
KPI Table
.
|
KPI
#
|
KPI
Description
|
Service Description
|
Monthly
Minimum
|
Calculation
|
Green Zone
|
Yellow
Zone
|
Red
Zone
|
1
|
Telephone inquiries
– abandoned rate
|
Achieve abandoned call rate on average each Month.
|
N/A
|
Calls abandoned over 20 seconds, divided by total calls in Month.
|
≤2%
|
>2 to
≤2.5%
|
>2.5%
|
2
|
Telephone customer service level
|
Achieve telephone customer service level on average each Month
|
N/A
|
Calls answered under 20 seconds + calls abandoned under 20 seconds, divided by total calls in Month.
|
≥85%
|
<85% to
>80%
|
≤80%
|
3
|
Processing of Financial Transactions in a timely manner
|
Financial Transaction timeliness. Processed within 5 Business Days of receipt.
|
35
|
Number of Financial Transactions processed within 5 Business Days divided by number of Financial Transactions received for the Month.
|
≥98%
|
<98 to
≥97%
|
<97%
|
4
|
Distribution Output
|
ACH payments released by Computershare on Payable Date
Checks mailed on Payable Date
|
N/A
|
Total percentage of distribution ACH payments released on Payable Date per month.
Total percentage of distribution checks mailed on Payable Date per month.
The final KPI percentage is a combined average of the above.
|
=100%
|
<100 to
≤99%
|
<99%
|
5
|
Non-Financial Transactions Timeliness
|
Non-Financial Transactions processed within 5 Business Days
|
35
|
Number of Non-Financial Transactions processed within 5 Business Days divided by total number of Non-Financial Transactions received for the Month.
|
>99%
|
<99% to
≥97%
|
<97%
|
6
|
Routine Transactions
Non-Routine Transactions
|
Routine Transactions processed within 3 Business Days
Non-Routine Transactions processed within 10 Business Days
|
35
35
|
Number of Routine Transactions processed within 3 Business days divided by total number of Routine Transactions received for the Month.
Number of Non-Routine Transactions processed within 10 Business days divided by total number of Non-Routine Transactions received for the Month.
The final KPI percentage is a combined average of the above.
|
≥98%
|
<98 to
≥97%
|
<97%
|
7
|
SEC Routine Correspondence
SEC Non-Routine Correspondence
|
Routine Correspondence processed within 5 Business Days
Non-Routine Correspondence
processed within 10 Business Days
|
35
35
|
Number of Routine Correspondence items processed within 5 Business days divided by total number of Routine Correspondence items received for the Month.
Number of Non-Routine Correspondence items processed within 10 Business days divided by total number of Non-Routine Correspondence items received for the Month.
The final KPI percentage is a
combined average of the above.
|
≥98%
|
<98 to
≥97%
|
<97%
|
8
|
Shareholder
communications
|
Make the Shareholder statements available online within 5 Business Days from statement production end period
Complete the Shareholder Regulatory Report Mailings within 5 Business Days of receipt of the reports. BlackRock to provide expected receipt date in advance.
Complete Year-end 1099DIV tax form mailings by the IRS deadlines.
Complete Check mailings for redemptions on T+4
Complete Shareholder
letters mailing within the agreed upon timeframe for each mailing
|
N/A
|
The number of mailing items completed for each category in the target timeframe divided by the total mailing items for each category for Month.
The final KPI percentage is a combined average of the above.
|
−100%
|
100%
to ≥95%
|
<95%
|
9
|
Regulatory
Reporting
Oversight
|
Notice of OFAC matches – provided to BlackRock Legal and Compliance as generated within 2 Business Days.
|
N/A
|
Total number of regulatory items provided within the specified timeframes divided by the total number of regulatory items and or reports sent within the Month.
|
100%
|
<100%
to ≥95%
|
<95%
|
D)
|
Service Fee Credits.
|
|
1)
|
Service Fee Credits.
|
Number of continuous Months the same KPI Component set forth in the Red Zone has not been met
|
Credit of Monthly fees (per KPI Component in Red Zone)
|
1
|
$0
|
2
|
$1,500
|
3 or more
|
$2,500
|
|
a.
|
A service fee credit owed by Computershare under Section D(1) of this KPI Document is referred to herein as a “
Service Fee Credit
”.
|
|
b.
|
Computershare’s obligation to pay any Service Fee Credits shall be determined, and if owed, calculated, with respect to individual Months. With respect to any Month, if Computershare shall owe a Service Fee Credit amount pursuant to the terms of this KPI Document, such Service Fee Credit(s) shall be included on the Subsequent Invoice.
|
|
2)
|
Service Fee Credits shall not apply to the first three full Months that the Agreement is effective.
|
1.
|
General Matters
.
|
1.1
|
Unless specifically defined in this
Schedule 4
or specifically defined by reference to an Appendix or Schedule, capitalized terms used in this
Schedule 4
shall have the meaning assigned to them in the Agreement.
|
1.2
|
The Fund and Computershare acknowledge that meaningful interactions between senior members of their respective organizations, in addition to the meetings set forth in Section 3, may be mutually advantageous.
|
1.3
|
This
Schedule 4
is intended to set out a process by which the Fund may:
|
|
(i)
|
Discuss the activities of Computershare contemplated by the Agreement, including without limitation:
|
|
(A)
|
performance of the Services generally and performance of Services subject to the service level standards included in the KPI Table (as defined in
Schedule 3
);
|
|
(B)
|
activities that occur in accordance with
Schedule 2
but solely to assist the Fund Agent (as defined in
Schedule 2
) in performing the role of Fund Agent; and
|
|
(C)
|
issues and concerns arising in connection with such activities;
|
|
(ii)
|
Disseminate information to Computershare above and beyond that furnished to
Computershare in the ordinary course of business that may be useful to
Computershare in performing its obligations under the Agreement; and
|
|
(iii)
|
Discuss potential improvements and refinements to the Services, including the
development of new or improved technologies and processes that could be
implemented.
|
2.
|
RELATIONSHIP TEAMS
|
2.1
|
Certain Definitions:
|
2.2
|
Each Fund hereby authorizes each individual member of the BlackRock Relationship Team to represent the Fund on all matters reasonably related to this
Schedule 4
, and, on its behalf, to communicate with Computershare; Computershare may rely on any communication from an individual member of the BlackRock Relationship Team as a communication directly from a Fund and may rely on this authorization. Furthermore, the Fund may provide Computershare with lists of other authorized persons from time to time and shall indicate the authority granted to each such person in sufficient detail to provide reasonable guidance to Computershare.
|
2.3
|
Each party will promptly notify the other party in writing of any changes to their respective Relationship Teams.
|
2.4
|
Any of Computershare’s Customer Service Officers shall constitute the initial escalation points for the Fund to seek prompt attention to significant issues relating to the delivery of the Services.
|
2.5
|
Computershare agrees to consider any evaluations of the members of its Relationship Team provided to it in writing by the Fund but retains the right to appoint members of its Relationship Team in its sole and absolute discretion.
|
3.
|
GOVERNANCE MEETINGS
|
3.1
|
Periodic Review Meetings
.
|
|
(a)
|
Such members of the BlackRock Relationship Team and the Computershare Relationship Team as may reasonably be deemed appropriate by agreement of the parties, shall meet periodically, either in person or telephonically, (such meeting being the “
Review Meeting
”) to discuss the matters that the Fund or Computershare may reasonably request to include in the agenda for the particular meeting, including without limitation the following:
|
|
(i)
|
Computershare’s performance of Services generally and of the Services subject to the service level standards included in the KPI Table (as defined in
Schedule 3
);
|
|
(ii)
|
Issues that may impact Computershare’s performance, or the Fund’s receipt, of the Services or other issues affecting the relationship of Computershare and the Fund generally;
|
|
(iii)
|
Financial management of the Agreement;
|
|
(iv)
|
Service Fee Credits (as defined in
Schedule 3
) and issues arising from them;
|
|
(v)
|
Matters arising under any Schedule;
|
|
(vi)
|
Performance of each party’s respective obligations and responsibilities under and in accordance with the Agreement.
|
|
(b)
|
If a relevant member of a Relationship Team is unable to attend a particular Review Meeting, the party that person represents may send another person (to be designated in advance) in such person’s place. In these circumstances, the parties agree to send only representatives who have the necessary power and authority to conduct and advance discussions in good faith at the appropriate level with respect to matters on the agenda for such Review Meeting.
|
|
(c)
|
The parties will use reasonable efforts at each Review Meeting to agree upon the date and time for the next Review Meeting.
|
|
(d)
|
The parties will use reasonable efforts to submit proposed agenda items to each other reasonably in advance of each scheduled Review Meeting.
|
|
(e)
|
The parties will use reasonable efforts to submit draft papers and appropriate supporting documents, as relevant, to each other reasonably in advance of each scheduled Review Meeting.
|
|
(f)
|
Computershare shall, to the extent agreed upon by the parties at the particular Review Meeting, take notes on major discussion points that occurred at the meeting on matters mutually designated by the parties, including without limitation, to the extent mutually identified, action items and timelines with major milestones, and distribute the notes to all participants in the particular Review Meeting within a reasonable period following the meeting. Computershare shall discuss the distributed notes to the extent reasonably requested by the Fund, shall revise the distributed notes following such discussions to the extent it determines in its discretion to do so, and shall distribute any notes so revised to all participants in the particular Review Meeting. The Fund may distribute to all participants in the particular Review Meeting its own notes with respect to matters addressed by Computershare’s notes.
|
|
(g)
|
Reasonably in advance of a scheduled Review Meeting, Computershare shall distribute an agenda for the particular Review Meeting (with respect to Fund agenda items, to the extent it has received such from the Fund), materials reasonably requested by the Fund or reasonably determined by Computershare to be appropriate for the meeting, and, to the extent required by agreement of the parties at the prior Review Meeting, information that describes in reasonable detail the status of specified action items. The Fund may distribute to all participants in a scheduled Review Meeting materials that it reasonably determines to be appropriate for the meeting.
|
3.2
|
Operational Meetings
.
|
|
(a)
|
As mutually agreed upon, the parties will meet by conference telephone to discuss any day-to-day operational matter of interest (the “
Operational Meeting
”) that the Fund or Computershare may reasonably request to include in the agenda for the particular meeting, including without limitation the following:
|
|
(i)
|
As reasonably requested by the Fund giving it an opportunity to ask questions, give information and provide opinions with respect to the day- to-day services provided by Computershare, support needs of the Fund, and activities contemplated by
Schedule 2
.
|
|
(ii)
|
Computershare’s capacity and capabilities for expanding and enhancing the Services;
|
|
(iii)
|
Fund priorities and strategy; and
|
|
(iv)
|
Changes in Applicable Law and other regulatory issues;
|
|
(b)
|
In the event the Fund or Computershare requests of the other party that it meet other than in a meeting described elsewhere in this Section 3 on urgent operational or service-related matters and the other party agrees, then:
|
|
(i)
|
The meetings will involve the Fund and Computershare representatives as agreed upon by the parties with appropriate levels of knowledge and seniority to discuss the matters with respect to which the meeting will be held and to make commitments (in his or her sole discretion) on behalf of the party represented;
|
|
(ii)
|
The parties will use reasonable efforts provide relevant information reasonably requested by the other party prior to or at the meeting;
|
|
(iii)
|
Subsequent to each meeting the parties will use reasonable efforts to distribute all materials they agreed to provide during the meeting within the time periods they agreed to provide them, including for example a list of the issues, discussion points, action items and timelines.
|
3.3
|
Other Meetings
.
|
|
(a)
|
Annual Due Diligence Meeting
. Once each calendar year the parties will meet to provide the Fund an opportunity to ask questions, give information and provide opinions with respect to, and to examine to the extent expressly granted by the Agreement: regulatory and operating risk issues, Computershare’s controls framework, on-going compliance of the Services and any significant breaches or trends about which the Fund or Computershare are concerned.
|
|
(b)
|
User Group Meetings
. To the extent Computershare plans and holds meetings between the personnel who manage its technology products and the clients who use particular technology products, if applicable Computershare will provide the Fund with reasonable advance notice of such meetings and invite the Fund to attend.
|
|
(c)
|
Chief Compliance Officer (CCO) Forum
. To the extent Computershare plans and holds meetings between its clients and the personnel who manage its compliance services and other support services of interest to Chief Compliance Officers of its clients, Computershare will provide the Fund with reasonable advance notice of such meetings and invite the Fund to attend.
|
|
(d)
|
Computershare Service Team and BlackRock Oversight Team
. Such members of the BlackRock Oversight Team and the Computershare Relationship Team as may reasonably be deemed appropriate by agreement of the parties will, upon the reasonable request of the other, meet to discuss in good faith operational matters.
|
|
(e)
|
Facilitated Contact
. BlackRock’s TA Oversight Director and Computershare’s Relationship Executive will, upon the reasonable request of the other, facilitate direct contact between appropriate Fund personnel and appropriate Computershare personnel with respect to operational matters that both individuals reasonably agree require direct contact between operational personnel in addition to that which occurs in the ordinary course of business.
|
3.4
|
High Level Contacts
. Both parties agree to communication between BlackRock’s Head of Domestic Shareholder Services and Computershare’s Business Executive on an as-needed basis.
|
1.
|
Business Continuity Plans/Disaster Recovery
|
2.
|
Business Continuity Service Levels
|
3.
|
Business Continuity Plan Maintenance and Exercising
|
4.
|
Notification
|
|
(a)
|
a written summary schedule of Business Continuity Testing Events (as defined immediately below);
|
|
(b)
|
a written summary of testing performed, including, but not limited to, identification of any significant challenges experienced in the testing and actions taken or planned to address such challenges; and
|
|
(c)
|
a written summary of any material changes to the Business Continuity Plan or related procedures reasonably expected to be implemented during the year following the site visit. “
Business Continuity Testing Events
” means an annual call tree test, annual alternate site recovery and semi-annual application test for recovery objective.
|
5.
|
Business Continuity Service Levels
|
|
·
|
“RPO” recovery time will be within four (4) hours, subject to Computershare’s ability to access at least one (1) of its data centers.
|
|
·
|
“RTO” recovery time will be within twenty-four (24) hours, subject to Computershare’s ability to access at least one (1) of its data centers.
|
6.
|
In the event that the Fund (or the Fund’s investment adviser) implements or updates its business continuity and/or disaster recovery plan, Computershare shall provide all reasonable assistance to the Fund as may be requested.
|
Report
|
Frequency
|
|
1.
|
Distribution Funding Grids
|
By the 5th Business day after record date, but no later than 1 Business Day before payable date
|
2.
|
DRP Trade Summaries
|
Daily during DRIP cycle
|
3.
|
DRP Recap Report
|
Daily during the DRP cycle, as funds issue shares and finish purchasing
|
4.
|
Late Term Report
|
On Payable + 1
|
5.
|
DRP Analysis Grid
|
As soon as practical after all funds have completed the DRP process
|
6.
|
Shares Outstanding Report
|
Weekly, every Monday, as of the previous business day and on month end
|
7.
|
Number of Registered accounts
|
Monthly by the 5
th
Business Day
|
8.
|
Affiliate Reporting
|
Monthly by the 5
th
Business Day
|
9.
|
Monthly Score Card
|
Monthly by the 15
th
Business Day
|
10.
|
38a-1 Certification
|
Quarterly
|
11.
|
Pre-escheatment list of at risk
accounts
|
With commercially reasonable advance notice of each escheatment cycle
|
1.
|
General Terms
.
|
1.1
|
Unless specifically defined in this
Schedule 7
or specifically defined by reference to a Schedule, capitalized terms used in this
Schedule 7
shall have the meaning assigned thereto in the Agreement.
|
1.2
|
Computershare shall communicate on all Deconversion matters solely with the Deconversion Fund, Computershare shall not be obligated to act on any communication relating to a Deconversion matter if the communication does not come directly from the Deconversion Fund, and Computershare may rely on any communication from the Deconversion Fund as a communication directly from the Fund. On all Deconversion matters, the Fund hereby authorizes the Deconversion Fund to communicate with Computershare on its behalf and to enter into legally binding agreements with Computershare regarding Deconversion matters and Computershare may rely on this authorization.
|
1.3
|
The Deconversion Fund and Computershare’s Customer Service Officer (as defined in
Schedule 4
of the Side Agreement) shall constitute the principle points of contact between the Deconversion Fund and Computershare with respect to Deconversion matters.
|
1.4
|
Notices required or permitted to be given under this
Schedule 7
shall be governed by Section 20.1 of the Agreement, unless specifically provided otherwise in this
Schedule 7
.
|
2.
|
Certain Definitions
.
|
3.
|
Notifications Regarding Deconversions
.
|
3.1
|
Deconversion Services
.
|
|
(a)
|
In the event Computershare receives a Funds Termination Notice or the Fund receives a Computershare Termination Notice, Computershare shall provide Deconversion Services with respect to termination of the Agreement or Services being terminated, as the case may be, subject to the particular Termination Notice.
|
|
(b)
|
A Deconversion Notice shall in all cases be conclusively presumed to request that the Deconversion Activities be completed as of the Deconversion End Date.
|
4.
|
The Deconversion Services
.
|
4.1
|
Computershare shall undertake commercially reasonable efforts, subject to the further provisions of Section 5, to perform the Deconversion Services subject to the good faith and commercially reasonable cooperation of the Replacement Provider and the Deconversion Fund in such efforts.
|
4.2
|
Computershare will cooperate in good faith with the Deconversion Fund and Replacement Provider to advise them with respect to their creation of a Deconversion plan, including without limitation advice with respect to objectives, feasible timelines and significant milestones, specifications and requirements supported by Computershare, master files and balancing reports typically furnished by Computershare in deconversions, and to reasonably assist in the manner customary for terminating service providers in the execution of reasonable action items in the Deconversion plan.
|
4.3
|
Computershare will provide a certification letter on the first business day following the Deconversion End Date verifying key system totals including:
|
|
(i)
|
Total Issued and outstanding shares
|
|
(ii)
|
Current year distributions, and withholding
|
4.4
|
Computershare will reasonably cooperate with the Deconversion Fund and Replacement Provider in their efforts, as may be requested, to create a document which maps the transfer of responsibility for applicable transfer agent functions from Computershare to the Replacement Provider, including, but not limited to:
|
|
(i)
|
Uncashed checks
|
|
(ii)
|
Shareholder mail
|
|
(iii)
|
ACH returns
|
|
(iv)
|
Misdirected wires
|
|
(v)
|
Open control reconciliation items
|
|
(vi)
|
RPO and escheat items
|
|
(vii)
|
Civil penalties
|
|
(viii)
|
W-9 forms and W-8 forms
|
|
(ix)
|
Tax reporting
|
|
(x)
|
Shareholder confirmations and statements
|
|
(xi)
|
Research items
|
|
(xii)
|
Correspondence items
|
|
(xiii)
|
Fulfillment items
|
|
(xiv)
|
Adjustments
|
|
(xv)
|
Shareholder servicing (call center)
|
|
(xvi)
|
Control reporting and settlement
|
4.5
|
In connection with a reasonable number of a “dress rehearsals” or “mock deconversions” reasonably requested by the Replacement Provider prior to the Deconversion End Date, Computershare will provide a master file and balancing report for each Deconversion Fund customary for a deconversion to the Replacement Provider in closed-end fund/equity transfer agent format and specifications, and provide the Replacement Provider with the customary assistance of a transferring service provider in such “dress rehearsals” or “mock deconversions”. The Customer shall pay for each individual file created by Computershare in connection with such “dress rehearsals” or “mock deconversions” in accordance with the fee schedule of Computershare for such services in place at the time of the “dress rehearsals” or “mock deconversions”.
|
4.6
|
In connection with the Deconversion of each Deconversion Fund, Computershare will provide a master file and balancing report customary for a deconversion to the Replacement Provider in closed-end fund/equity transfer agent format and specifications, with data relating to the Deconversion Fund as of the Deconversion End Date and provide the Replacement Provider with the customary assistance of a transferring service provider in deconversions.
|
4.7
|
Notwithstanding anything in this
Schedule 7
to the contrary, nothing herein contained will be construed to require Computershare to share any of its Confidential Information or its Proprietary Information with any entity which is a competitor of Computershare.
|
5.
|
Additional Terms Governing Services Extensions and Deconversion Services
|
5.1
|
Computershare will have no obligation to furnish the Services after the termination date of the Agreement.
|
5.2
|
Computershare will have no obligation to provide Deconversion Services until Computershare receives notification of termination of the Deconversion Fund.
|
5.3
|
Computershare will use commercially reasonable efforts to commence the Deconversion and perform the Deconversion Services by the applicable termination date, but Computershare makes no warranties, covenants, guarantees or representations that it will or be able to commence the Deconversion or complete all Deconversion Services by such date. Provided that, in the event Computershare is not able to commence the Deconversion or complete all Deconversion Services by the termination date, including as the result of any delays relating to the preparations for such Deconversion by the Replacement Provider or the Deconversion Fund, the parties agree to work together in good faith to mutually determine a new termination date for such Deconversion Fund, including cooperating on any subsequent changes to such date as are required to complete the Deconversion.
|
5.4
|
All obligations of Computershare with respect to the performance of Service and Service Levels shall remain in effect until the Deconversion Commencement Date; provided, however, any failure of Computershare to perform a Service at a Service Level included in the KPI Table (as defined in the KPI Document) or otherwise in accordance with the Agreement that is reasonably attributable to the performance of Deconversion Activities, based on supporting materials or written reports furnished by Computershare, shall not be considered a breach of the Agreement or a Service Level and shall not be included in any determination of Service Fee Credits (as defined in the KPI Document).
|
5.5
|
In connection with any termination of the Agreement, upon request of the other party, each party will either return to the other party no later than the Deconversion End Date, or destroy, all Confidential Information of the other party, and upon the request of the other party will certify that it has complied with its obligations under this Section 5.5 with respect to the other party’s Confidential Information, except that a party may retain the other party’s Confidential Information subject to the confidentiality obligations of the Agreement to the extent (and for the limited period) that the party is required to do so for the purposes of compliance with applicable recordkeeping laws, rules or regulations; provided, however, notwithstanding the foregoing, Computershare may retain, subject to the confidentiality obligations set forth in the Agreement, copies of all data, information, files and records of whatsoever nature received, processed or created in connection with its activities under the Agreement that it reasonably determines to be appropriate to document its compliance with the Agreement, to protect its rights under the Agreement, or to comply with legal, regulatory, audit, accounting or similar business requirements
|
6.
|
D
econversion Fees
.
|
6.1
|
in connection with any termination under Section 16 of the Agreement involving Deconversion Services, the Fund shall pay to Computershare the amounts described in clauses (i) through (iii) below, in advance of the Deconversion Commencement Date:
|
|
(i)
|
any Fees and reimbursable expenses that may be owed pursuant to Section 4 of the Agreement for services performed by Computershare pursuant to the Agreement through the Deconversion End Date, as appropriate (whether or not previously invoiced);
|
|
(ii)
|
all fees and out of pocket expenses associated with the movement of records and materials to the Funds or the Replacement Provider, including fees such as, but not limited to, data files and reports, in accordance with the fee schedule of Computershare in place at the time of the Deconversion End Date, and any out of pockets incurred, including but no limited to freight;
|
|
(iii)
|
the amount estimated in good faith by Computershare (“
Good Faith Estimate
”) for the reasonable out-of-pocket expenses expected to be incurred in performing any services to be provided by Computershare following the dates with respect to which the compensation contemplated by clauses (i) and (ii) above has been calculated that constitute services provided for by the Agreement or that may relate to a cessation of operations or the winding up of the affairs covered by the Agreement, including by way of example and not limitation, answering general shareholder inquiries, furnishing historical shareholder account information to authorized parties, providing tax services with respect to transactions occurring before the termination such as the filing of final tax forms, maintaining a service account for checks not yet cleared, and compliance with record retention requirements (“
Reimbursable Trailing Expenses
”); and
|
|
(iv)
|
Computershare’s obligation to perform any Deconversion Activities is expressly conditioned on the prior performance by the Fund, to Computershare’s reasonable satisfaction, of the Fund’s obligations set forth in the Agreement.
|
6.2
|
Within 120 days following the appropriate Deconversion End Date:
|
|
(i)
|
Computershare shall determine any (A) amounts that should have been paid pursuant to Section 6.1 or otherwise but could not or was not determined, invoiced or estimated by Computershare and have not been paid, and (B) any amounts paid pursuant to Section 6.1 or otherwise that are in excess of amounts actually owed;
|
|
(ii)
|
Computershare shall net the amounts determined in accordance with clause (i) above and notify the Fund whether Computershare owes money to the Fund or the Fund owes money to Computershare and the amount owed; and
|
|
(iii)
|
Within seven (7) Business Days following the notice in accordance with Section 6.2(ii), Computershare will pay the Fund any amount it owes the Fund or the Fund shall pay Computershare any amount it owes Computershare.
|
|
(iv)
|
Computershare will perform any tax or regulatory required mailings that may occur outside 120 days, as mutually agreed upon by the parties.
|
Section 1.
|
General Matters
. Unless specifically defined in this Schedule 8 or specifically defined by reference to an Appendix or Schedule, capitalized terms used in this Schedule 8 shall have the meaning assigned to them in the Agreement.
|
Section 2.
|
Minimum Coverage Requirements
. Computershare shall at its sole cost and expense, during the term of the Agreement, procure and maintain in effect the insurance coverage covering the risks, claims and liabilities arising from or in connection with the performance of work under the Agreement by Computershare, its agents, representatives, employees or, where applicable, subcontractors, as specified in this Exhibit.. All insurance shall be procured from reputable insurers (rated A- , VIII or better by A.M. Best & Company) that are licensed, approved or admitted to do business in the state.
|
Section 3.
|
Insurance Coverage
.
|
Section 4.
|
Effect
. The insurance requirements under the Agreement are not intended and shall not be construed to modify, limit, increase, or reduce the indemnification obligations made in the Agreement by Computershare to Customer or to modify, limit, increase or reduce Computershare’s liability as set forth in the Agreement.
|
Section 5.
|
No warranty is made by Customer that the coverage or limits set forth herein are adequate to cover and protect the interests of Computershare for Computershare’s operations.
|
Section 6.
|
Evidence of Insurance Coverage
. Prior to the execution of the Agreement, Computershare shall furnish Customer with a certificate of insurance that evidences all the insurance required in the Agreement and thereafter at the request of Customer. Computershare’s failure to deliver evidence of coverage in form and substance reasonably satisfactory to Customer or its designee shall not be construed as a waiver of that party’s obligation to provide the required insurance coverage. Receipt by Customer of a non-conforming certificate of insurance does not constitute acceptance.
|
Section 7.
|
Notifications
. Computershare shall provide for at least 30 days prior written notice to be given to Customer in the event coverage is materially changed, cancelled or non-renewed. Computershare shall not take or omit to take any reasonable action or (insofar as it is reasonably within its power) permit anything to occur in relation to the insurance policies indicated above as would entitle the relevant insurer to refuse to pay any claim under the policies.
|
(i)
|
Definitions.
|
|
a.
|
“
Customer Confidential Information
” means Confidential Information of the Customer provided to Computershare.
|
|
b.
|
“
Firewall
” is an integrated collection of security measures used to protect against unauthorized electronic access to a networked computer system.
|
|
c.
|
“
Encryption
” is a process of using an algorithm to transfonn data into coded information in order to protect confidentiality.
|
|
d.
|
“
Intrusion Detection Process
” (or “
IDP
”) is a method of reviewing system logs and processes in near real time and, without unreasonable delay, alerting management to known patterns of behavior that indicate an intrusion is occurring or is likely to take place soon.
|
(ii)
|
Breach Notification and Remediation.
|
|
a.
|
Within two business days after the confirmation by Computershare of the occurrence of an Incident, notify a Lead for Global Provider Services (as defined in
Schedule 4 of the Side Agreement
) by telephone and subsequently in writing. Notice shall include the approximate date and time of the Incident and a summary of all relevant facts along with the actions taken to rectify the Processes and address the Incident’s effects. An Incident may include, but is not limited to, instances in which Computershare’s personnel (“
Computershare Personnel
”) access systems in excess of their user rights or otherwise use the systems inappropriately;
|
|
b.
|
Immediately implement commercially reasonable measures necessary to ensure the security of Computershare’s systems and restore the security of Customer Confidential Information. If such measures include temporarily restricting access to any of Computershare’s information, network or systems in order to mitigate against further breaches, Computershare shall notify Customer of the restricted access, in advance of such restriction when possible but in all cases as soon as possible. Customer may request additional steps of Computershare relating to Computershare’s Processes and to address the Incident’s effects. In the event of an Incident, Computershare shall reasonably cooperate with Customer in order for Customer to verify Computershare’s compliance with its obligations under this section (ii)(b).
|
(iii)
|
Independent Control Attestations.
|
|
a.
|
Computershare will engage a certified public accounting film to conduct a SSAE 16, AT 101, or equivalent audit of the control environment and activities of Computershare and prepare a report on an annual basis. Computershare shall make available to Customer a copy of each such report prepared in connection with each such audit, within a reasonable amount of time after receipt. Customer will pay a fee for each such report in accordance with Computershare’s fees in effect at such time; and
|
|
b.
|
Penetration Testing
. For Computershare systems that host or process Customer Confidential Information, Computershare shall at least annually engage at its own expense a third party service provider for penetration testing and provide Customer with an executive overview of such testing. The method of test scoring and issue ratings shall follow standard industry practice, such as the latest Common Vulnerability Scoring System (CVSS) published by the US National Institute of Standards and Technology (NIST). For any material findings (critical, priority, or high risk), Computershare shall within thirty (30) days from its receipt of penetration test results produce a remediation plan detailing the actions and dates by when these security issues shall be fully resolved. Computershare’s failure to prepare and schedule a remediation plan within sixty (60) days of the penetration test report represents sufficient grounds for Customer to terminate the Agreement for cause.
|
(iv)
|
Data Management.
|
|
a.
|
Information Classification
. Unless otherwise indicated by Customer, consider all Customer Confidential Information to be classified as “Confidential” and handle accordingly.
|
|
b.
|
Encryption of Information
. Use industry-standard encryption techniques (for example, public encryption algorithms such as 3DES, RC4 RC5, IDEA, RSA and
|
|
c.
|
Cryptographic Key Management
. Ensure that cryptographic keys are managed securely at all times, in accordance with documented control requirements and procedures which are consistent with good industry practice, and shall ensure that Customer Confidential Information is protected against unauthorized access or destruction. Computershare shall ensure that if public key infrastructure (PKI) is used, it shall be protected by ‘hardening’ the underlying operating system(s).
|
|
d.
|
Transmission
. . If transferred across the Internet, any wireless network (e.g., cellular, 802.11x, or similar technology), or other public or shared networks, data must be protected using cryptography consistent with good industry practice. Computershare’s policies do not allow for the copying of Confidential Information to Removable Media (defined below).
|
|
e.
|
Data Backups
. In connection with the performance of Services, Computershare shall create backup records of Customer’s information, including but not limited to server files (“
backup files
”) at least daily. Computershare will not create backup files on Removable Media. Any Computershare storage or retention of backup files is subject to all terms of this Section (iv).
|
|
f.
|
Event Logging
. For Computershare’s systems directly utilized for providing services to Customer and/or processing or storing Customer Confidential Information, Computershare shall maintain logs of key events that may affect the confidentiality, integrity, and/or availability of the Service to Customer and that may assist in the identification or investigation of material incidents and/or security breaches occurring in relation to Computershare systems. Computershare shall retain the log for at least 12 months and protect the log against unauthorized changes (including, unauthorized amending or deleting a log). Computershare shall regularly review the logs of all key events within Computershare systems (preferably using automated tools) and notify Customer upon identification of any Incidents in accordance with Section (ii)(a) of this Schedule.
|
|
g.
|
Software Updates
. Computershare shall (i) use the most current version of software required to support the performance of Services, including anti-virus and other security software, (ii) regularly review its software applications and systems in light of new products or software releases providing enhanced functionality, and (iii) replace or “patch” existing software as enhancements become available as determined appropriate by Computershare and consistent with good industry practice.
|
|
h.
|
Removable Media
. For purposes of this Schedule , “
Removable Media
” means portable or removable hard disks, floppy disks, USB memory drives, zip disks, optical disks, CDs, DVDs, digital film, memory cards
(e.g.
, Secure Digital (SD), Memory Sticks (MS), CompactFlash (CF), SmartMedia (SM), MultiMediaCard (MMC), and xD-Picture Card (xD)), magnetic tape, and all other removable data storage media whether owned by Customer or Computershare.
|
|
i.
|
Media Disposal and Servicing
. In the event any hardware, storage media or Removable Media used in connection with the Services must be disposed of or transported for servicing, Computershare shall ensure all Customer Confidential Information has been deleted and is not accessible from such hardware and/or media using methods such as, burning, shredding, pulping, melting, mutilation, chemical decomposition, or pulverizing. Crosscut shredders shall be designed to produce residue particle size not exceeding 1/32 inch in width (with a 1/64 inch tolerance by 1/2 inch in length). Classified material in microform; that is, microfilm, microfiche, or similar high data density material may be destroyed by burning or chemical decomposition. Industry best practices should be deployed, such as those of the U.S. National Institute of Standards and Technology (NIST).
|
(v)
|
Computer & Network Security.
|
|
a.
|
Server Security
. Access to any of Computershare’s computer servers used to perform development Services for Customer shall be limited to only Computershare Personnel performing Services. Computershare will back-up the server files daily
|
|
b.
|
Internal Network Segment Security
. All data entering Computershare’s internal data network from any external source (including, without limitation, the Internet), must pass through Firewalls to enforce secure connections between internal and external systems and such Firewalls shall only allow specific types of data to pass through.
|
|
c.
|
External Segment Security
. Computershare’s external connections to the Internet or direct connections to Customer shall (i) have commercially reasonable security measures and controls applied to its routers, and (ii) include an IDP that will monitor all data within the external segment and information coming from routers to the Firewalls. Computershare shall disable unnecessary network access points to prevent unauthorized devices from accessing the Customer VLAN. Computershare Personnel may not use PDAs to access devices with the Customer VLAN.
|
|
d.
|
Network and Systems Monitoring
. Computershare shall actively monitor all of its networks and systems (including but not limited to IDP, Local Area Network/Wide Area Network (LAN/WAN) equipment and systems and all servers) to detect deviation from access control policies and actual or attempted intrusions or other unauthorized acts.
|
|
e.
|
Data Leakage
. Computershare shall deploy data leakage tools to detect any unauthorized transfers of Customer Confidential Information outside Computershare systems and any unauthorized external transfers of such information.
|
|
f.
|
Instant Messaging and Email
. Computershare shall ensure that its instant messaging and email services are protected by both policy and technical application controls, configuring all commercially reasonable methods for Computershare’s related infrastructure. To the extent Computershare Personnel
|
|
g.
|
User Authentication
. Computershare shall implement processes designed to authenticate the identity of all network users through the following means:
|
|
i.
|
User ID. Each user of an application containing Customer Confidential Information shall be assigned a unique identification code (“
User ID
”).
|
|
ii.
|
Passwords. Each user on Computershare’s network should use a unique password to access applications containing Customer Confidential information. Passwords should be at least eight (8) alphanumeric characters, using mixed upper and lower case, numbers and special characters. Passwords and PINs must be different than User IDs and must be updated at least every ninety (90) calendar days. The use of passwords that are easily discerned shall be avoided (e.g., passwords made up from users’ birthdays, street addresses, children’s names, etc.) and shall align with ISO/EIC 27001:2005 and BS7799-2:2005. Computershare shall require users to update, at least every sixty (60) calendar days, PINs and passwords which control access to applications or systems containing Customer Confidential Information.
|
|
iii.
|
Secure tokens. Remote access to applications containing Customer Confidential Information shall require the use of security codes that are made available to users via a key fob or other token device issued by Computershare to each user.
|
|
iv.
|
Deactivation. Computershare applications shall automatically deactivate a User ID after a specified number of unsuccessful log-in attempts. Sessions must be restricted or timed out after a defined period of inactivity and require Users to re-authenticate. User IDs for Computershare Personnel with access to Customer Confidential Information shall be deactivated immediately upon changes in job responsibilities that render such access unnecessary, or upon termination of employment.
|
|
h.
|
Privileged Access
. Computershare shall ensure that:
|
|
i.
|
Privileged user access accounts are not provided for use in day-to-day operations.
|
|
ii.
|
Users provided with privileged user access have such access terminated within two days following the relevant user leaving Computershare’s employment.
|
|
i.
|
Anti-virus Protection
. Computershare shall:
|
|
i.
|
Scan incoming files. Computershare shall use industry-accepted anti-virus tools to scan all incoming files that may be stored or processed with files containing Customer Confidential Information.
|
|
ii.
|
Use commercially reasonable efforts to protect against any Unauthorized Code. “
Unauthorized Code
” means any virus, Trojan horse, worm or other software routines or equipment components whose effect is to permit unauthorized access or to disable, erase or otherwise harm software, equipment or data, or to perform any other actions not authorized by Customer.
|
|
iii.
|
Use commercially reasonable efforts to protect against transferring Unauthorized Code to Customer or Customer’s systems via email or other electronic transmission.
|
|
iv.
|
Use commercially reasonable efforts to protect against any Self-Help Codes. “
Self-Help Codes
” means any back door, time bomb, drop-dead device, or other software routine whose effect is to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person. Self-Help Codes do not include software routines whose effect is to permit an owner or authorized user of the computer program to obtain access to a Customer’s computer system(s) (e.g., remote access via modem) solely for purposes of maintenance or technical support.
|
(vi)
|
System Development
|
|
a.
|
Development Methodology and Installation Process
.
|
|
i.
|
For systems directly providing services to Customer and/or processing or storing Customer Confidential Infonnation, Computershare shall ensure that development activities are carried out in accordance with a documented system development methodology.
|
|
ii.
|
Computershare shall ensure that new systems and changes to existing systems are deployed to the live environment strictly in accordance with a documented process.
|
|
b.
|
Development Environments
. Computershare shall ensure that system development is performed in distinct environments segregated from the production environment, and protected against unauthorized disclosure of Customer Confidential Information.
|
|
c.
|
Capacity and Performance Planning
. For systems directly providing services to Customer, Computershare shall ensure that the likelihood and impact of system failures or outages are minimized, through the use of effective capacity and performance planning practices. For systems used to process Customer transactions and/or to manage Customer assets, Computershare shall maintain capacity plans and conduct performance monitoring in accordance with good industry practice.
|
|
d.
|
Testing Process
. Computershare shall ensure that all elements of a system (
i.e.
application software packages, system software, hardware and services) shall be tested at all stages of the systems development lifecycle before the system is promoted its live environment.
|
|
e.
|
Live Data in Test Environments
. Computershare shall ensure that Customer Confidential Information (including Personal Data) is never used within test environments without documented controls needed to protect such information, including but not limited to the scrambling and obfuscating of such Customer Confidential Information in accordance with commercially reasonable standards.
|
|
f.
|
Secure Coding Practices
. Computershare shall have secure development practices, including the definition, testing, and deployment of security requirements.
|
(vii)
|
General Security.
|
|
a.
|
Point of Contact
. Computershare shall designate a point of contact to coordinate and be accountable for the continued security of all Customer Confidential Information and related systems in Computershare’s possession or to which Computershare has access.
|
|
b.
|
Facilities
. All Services involving the processing of Customer Confidential Information shall be (i) developed in Computershare facilities, and (ii) housed in secure areas and protected by perimeter security such as barrier access controls (
e.g.
, the use of guards and entry badges) that provide a physical environment secure from unauthorized access, damage, and interference (the “
Dedicated Facilities
”). Additional requirements specific to the Dedicated Facilities are:
|
|
i.
|
All access points are designed to restrict entry and limit access to certain designated areas to authorized personnel and peimitted visitors.
|
|
ii.
|
Computershare shall implement and maintain personnel and physical security policies, including, without limitation, a “clean desk” policy. In addition, the Dedicated Facilities must contain shredders and confidential bins for disposing of documents containing Customer Confidential Information or related to the Services, and all papers discarded in such bins must be shredded.
|
|
iii.
|
Computershare has installed closed circuit television (CCTV) systems and CCTV recording systems to monitor and record access to controlled areas.
|
|
iv.
|
All Computershare Personnel shall be issued and shall display an identification badge showing the bearer’s name and photographic likeness.
|
|
v.
|
Each location shall maintain procedures for validating visitor identity and authorization to enter the premises, including but not limited to an identification check, issuance of an identification badge, validation of host identity, purpose of visit and recorded entry and departure time.
|
|
c.
|
Change and Patch Management
|
|
i.
|
Computershare shall ensure that changes to applications, any part of Computershare’s IT infrastructure, and the network shall be tested, reviewed and applied using a documented change management process.
|
|
ii.
|
Computershare shall ensure that emergency fixes, including security patches, are implemented when available and approved, unless this introduces higher business risks. Computershare systems that for any reason cannot be updated shall have security measures installed to fully protect the vulnerable system. All changes must be undertaken in accordance with Computershare’s approved change management process.
|
|
iii.
|
Patch Management
. Computershare shall develop and implement a patch management strategy that is supported by management controls and patch management procedures and operational documentation. Within a reasonable time, Computershare will review newly available security patches and determine whether to implement a particular patch and the timing of any such implementation based upon risks to Computershare or its customers and such other factors as Computershare deems relevant.
|
|
iv.
|
Computershare shall have a documented process to identify and remediate security vulnerabilities in any software provided to Customer and provide these updates to Customer within a reasonable time after their becoming available, if applicable.
|
|
d.
|
Training of Computershare Personnel
.
|
(viii)
|
Data Center Controls.
|
|
a.
|
Base Requirements
. Any Computershare data center supporting the Services shall possess the following minimum requirements:
|
|
i.
|
Adequate physical security and access controls;
|
|
ii.
|
Professional HVAC & environmental controls;
|
|
iii.
|
Professional network/cabling environment;
|
|
iv.
|
Professional fire detection/suppression capability; and
|
|
v.
|
A comprehensive business continuity plan.
|
|
b.
|
Enhanced Requirements
. Computershare’s data center shall possess all requirements and capabilities of a highly-available, redundant “N+1” data center, where multiple components each have at least one independent backup component to ensure that system functionality continues at acceptable performance levels in the event of a system failure, except as may be otherwise provided in the Agreement.
|
1.
|
Definitions.
|
|
a.
|
“
Data Protection Legislation
” means, to the extent applicable to Computershare in the provision of any Services under the Agreement, the EU Data Protection Directive 95/46/EC (“
Directive
”), the EU Directive on Privacy and Electronic Communications 2002/58/EC, Commission decisions.
|
|
b.
|
“
Personal Data
” has the meaning given to that term by the Directive.
|
|
c.
|
“
Process(ing
)” has the meaning given to that term by the Directive and “Processed” shall have a corresponding meaning.
|
2.
|
Other Terms.
|
|
a.
|
Computershare and Customer acknowledge that for the purposes of the Directive, Customer is the Controller and Computershare is the data processor of any Personal Data. Computershare shall, at all times, comply with its obligations and ensure that its personnel (“
Computershare Personnel
”) comply with their obligations under Data Protection Legislation in relation to all Personal Data that is Processed by it in the course of performing its obligations under the Agreement, including by maintaining any valid and up-to-date registration or notification required under Data Protection Legislation.
|
|
b.
|
Computershare shall process the Personal Data only to the extent, and in such a manner, as is necessary for the purposes specified in the Agreement and shall not process the Personal Data for any purpose other than those expressly authorized by Customer herein. Computershare will keep a record of any processing of personal data it carries out on behalf of Customer.
|
|
|
|
BlackRock - Confidential
|
|
|
|
I.
|
INTRODUCTION
|
II.
|
DEFINITION
|
|
1.
|
“Access Person” means any Advisory Person of a Fund. A list of those persons who may be considered Access Persons of the Funds is attached as Appendix B 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 C. 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.
|
“BlackRock” means affiliates of BlackRock, Inc. that act as investment adviser and sub-adviser to the Funds.
|
Code of Ethics for Fund Access Persons
|
|
BlackRock – Confidential
|
June 13, 2014
|
|
Page 1 of 8
|
|
|
|
|
6.
|
“Board” means, collectively, the boards of directors or trustees of the Funds.
|
|
7.
|
“PTP” means the Personal Trading Policy adopted by BlackRock and BRIL and approved by the Board.
|
|
8.
|
“Control” has the meaning set forth in Section 2(a)(9) of the 1940 Act.
|
|
9.
|
“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.
|
|
10.
|
“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.
|
|
11.
|
“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.
|
|
12.
|
“IPO” means an offering of securities registered under the Securities Act of 1933, (the “1933 Act”) the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
|
|
13.
|
“Limited Offering” means an offering exempt from registration under the 1933 Act pursuant to Section 4(a)(2) or 4(a)(5) or Rule 504, 505 or 506 under the 1933 Act.
|
|
14.
|
“Purchase or sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.
|
|
15.
|
“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 PTP, 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
|
Code of Ethics for Fund Access Persons
|
|
BlackRock – Confidential
|
June 13, 2014
|
|
Page 2 of 8
|
|
|
|
|
|
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
No Access Person may purchase or sell, directly or indirectly, any Covered Security in which that Access Person has, or by reason of the transaction would acquire, any direct or indirect beneficial ownership and which to the actual knowledge of that Access Person at the time of such purchase or sale:
|
|
(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
The prohibited purchase and sale transactions described in IV.1. above do not apply to the following personal securities transactions:
|
|
(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 PTP), approves on the grounds that its potential harm to the Fund is remote.
|
3.
|
Prohibited Recommendations
An Access Person may not recommend the purchase or sale of any Covered Security to or for a Fund without having disclosed his or her interest, if any, in such security or the issuer thereof, including without limitation:
|
|
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
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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.
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|
4.
|
Pre-Approval of Investments in Initial Public Offerings or Limited Offerings
No Investment Personnel shall purchase any security (including, but not limited to, any Covered Security) issued in an initial public offering (“IPO”) or a Limited Offering unless an officer of a Fund approves the transaction in advance. The CCO of the Funds shall maintain a written record of any decisions to permit these transactions, along with the reasons supporting the decision.
|
V.
|
REPORTING
|
1.
|
Initial Holdings Reports
No later than ten days after a person becomes an Access Person, he or she must report to a Fund the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):
|
|
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
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(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 any such account in writing and certify in writing that he or she had no direct or indirect influence over any such account.
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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 D.
|
|
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.
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6.
|
Notification of Reporting Obligation and Review of Reports
Each Access Person shall receive a copy of this Code and be notified of his or her reporting obligations. All reports shall be promptly submitted upon completion to the Funds’ CCO who shall review such reports.
|
7.
|
Miscellaneous
Any report under this Code may contain a statement that the report shall not be construed as an admission by the person making the report that the person has any direct or indirect beneficial ownership in the securities to which the report relates.
|
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 V., 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
No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of a Fund) any information regarding securities transactions by a Fund or consideration by a Fund or BlackRock of any such securities transaction.
All information obtained from any Access Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder will be made available to the SEC or any other regulatory or self-regulatory organization to the extent required by law or regulation.
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VIII.
|
SANCTIONS
Upon discovering a violation of this Code, the Board may impose any sanctions it deems appropriate, including a letter of censure, the suspension or termination of any trustee, officer or employee of a Fund, or the recommendation to the employer of the violator of the suspension or termination of the employment of the violator.
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I.
|
DEFINITIONS
|
1.
|
Access Person means:
|
|
A.
|
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.
|
|
(1)
|
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.
|
|
(2)
|
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.
|
|
B.
|
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.
|
2.
|
Advisory Person of a Fund or of a Fund’s investment adviser means:
|
|
A.
|
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
|
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Securities by a 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 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.
|
3.
|
Control has the same meaning as in section 2(a)(9) of the Act.
|
4.
|
Covered Security means a security as defined in section 2(a)(36) of the Act, except that it does not include:
|
|
A.
|
Direct obligations of the Government of the United States;
|
|
B.
|
Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and
|
|
C.
|
Shares issued by open-end Funds.
|
5.
|
Fund means an investment company registered under the Investment Company Act.
|
6.
|
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.
|
7.
|
Investment Personnel of a Fund or of a Fund’s investment adviser means:
|
|
A.
|
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.
|
|
B.
|
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.
|
8.
|
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.
|
9.
|
Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.
|
10.
|
Security Held or to be Acquired by a Fund means:
|
|
A.
|
Any Covered Security which, within the most recent 15 days:
|
|
(1)
|
Is or has been held by the Fund; or
|
|
(2)
|
Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and
|
|
B.
|
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.
|
11.
|
Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance
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|
|
with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
|
II.
|
UNLAWFUL ACTIONS
|
1.
|
To employ any device, scheme or artifice to defraud the Fund;
|
2.
|
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;
|
3.
|
To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or
|
4.
|
To engage in any manipulative practice with respect to the Fund.
|
III.
|
CODE OF ETHICS
|
1.
|
Adoption and Approval of Code of Ethics.
|
|
A.
|
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 necessary to prevent its Access Persons from engaging in any conduct prohibited by paragraph (b) of this section.
|
|
B.
|
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.
|
|
C.
|
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
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|
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(c)(1)(ii) of this section, if they obtain written consent from the designated principal underwriter or depositor.
|
2.
|
Administration of Code of Ethics.
|
|
A.
|
The Fund, investment adviser and principal underwriter must use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.
|
|
B.
|
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:
|
|
(1)
|
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
|
|
(2)
|
Certifies that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the code.
|
3.
|
Exception for Principal Underwriters.
The requirements of paragraphs (c)(1) and (c)(2) of this section do not apply to any principal underwriter unless:
|
|
A.
|
The principal underwriter is an affiliated person of the Fund or of the Fund’s investment adviser; or
|
|
B.
|
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.
|
IV.
|
REPORTING REQUIREMENTS OF ACCESS PERSONS
|
1.
|
Reports Required.
Unless excepted by paragraph (d)(2) of this section, every Access Person of a Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and every Access Person of an investment adviser of or principal underwriter for the Fund, must report to that Fund, investment adviser or principal underwriter:
|
|
A.
|
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):
|
|
(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 when the person became an Access Person;
|
|
(2)
|
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
|
|
B.
|
The date that the report is submitted by the Access Person.
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|
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2.
|
Quarterly Transaction Reports.
No later than 30 days after the end of a calendar quarter, the following information:
|
|
A.
|
With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:
|
|
(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 of the Covered Security at which the transaction was effected;
|
|
(4)
|
The name of the broker, dealer or bank with or through which the transaction was effected; and
|
|
(5)
|
The date that the report is submitted by the Access Person.
|
|
B.
|
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:
|
|
(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.
|
3.
|
Annual Holdings Reports.
Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):
|
|
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;
|
|
B.
|
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
|
|
C.
|
The date that the report is submitted by the Access Person.
|
4.
|
Exceptions from Reporting Requirements.
|
|
A.
|
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.
|
|
B.
|
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:
|
|
(1)
|
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)
|
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.
|
|
C.
|
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:
|
|
(1)
|
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
|
|
(2)
|
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.
|
|
D.
|
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.
|
|
E.
|
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.
|
|
F.
|
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.
|
5.
|
Review of Reports.
Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (d)(1) of this section must institute procedures by which appropriate management or compliance personnel review these reports.
|
6.
|
Notification of Reporting Obligation.
Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (d)(1) of this section must identify all Access Persons who are required to make these reports and must inform those Access Persons of their reporting obligation.
|
7.
|
Beneficial Ownership.
For purposes of this section, beneficial ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) of this chapter in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act
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|
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of 1934 and the rules and regulations thereunder. Any report required by paragraph (d) of this section may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Security to which the report relates.
|
V.
|
PRE-APPROVAL OF INVESTMENTS IN IPOS AND LIMITED OFFERINGS
|
VI.
|
RECORDKEEPING REQUIREMENTS
|
1.
|
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:
|
|
A.
|
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;
|
|
B.
|
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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Code of Ethics for Fund Access Persons
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BlackRock – Confidential
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June 13, 2014
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Page A-7
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•
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Each Director/Trustee of the
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•
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Funds Each Officer of the Funds
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•
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The Portfolio Managers of the Funds
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Code of Ethics for Fund Access Persons
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BlackRock – Confidential
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June 12, 2014
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Page B-1
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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)
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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)
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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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Code of Ethics for Fund Access Persons
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BlackRock – Confidential
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June 12, 2014
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Page C-1
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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.
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A person’s interest in securities held by a trust, as specified in Rule 16a-8(b); and
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F.
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A person’s right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.
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3.
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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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Code of Ethics for Fund Access Persons
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BlackRock – Confidential
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June 12, 2014
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Page C-2
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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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Code of Ethics for Fund Access Persons
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BlackRock – Confidential
|
June 12, 2014
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Page D-1
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Page 1 of 7
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1.
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Objective
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2.
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Compliance with Laws and Regulations
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Page 2 of 7
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3.
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Conflicts of Interest
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4.
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Insider Trading
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5.
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Corporate Opportunities
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6.
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Competition and Fair Dealing
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Page 3 of 7
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7.
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Entertainment and Gifts
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8.
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Discrimination and Harassment
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9.
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Recordkeeping
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Page 4 of 7
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10.
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Confidentiality
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11.
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Protection and Proper Use of BlackRock Assets
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12.
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Bribery and Corruption
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a)
|
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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13.
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Drugs and Alcohol
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Page 5 of 7
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14.
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Waivers of the Code of Business Conduct and Ethics
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15.
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Reporting Any Illegal or Unethical Behavior
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16.
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Compliance Procedures
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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
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Trustee, 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
|
||
/s/ Michael J. Castellano
|
Trustee
|
|
Michael J. Castellano
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||
/s/ Richard E. Cavanagh
|
Trustee
|
|
Richard E. Cavanagh
|
||
/s/ Frank J. Fabozzi
|
Trustee
|
|
Frank J. Fabozzi
|
||
/s/ Kathleen F. Feldstein
|
Trustee
|
|
Kathleen F. Feldstein
|
||
/s/ James T. Flynn
|
||
James T. Flynn
|
Trustee
|
|
/s/ Jerrold B. Harris
|
Trustee
|
|
Jerrold B. Harris
|
||
/s/ R. Glenn Hubbard
|
Trustee
|
|
R. Glenn Hubbard
|
||
/s/ W. Carl Kester
|
Trustee
|
|
W. Carl Kester
|
||
/s/ Karen P. Robards
|
Trustee
|
|
Karen P. Robards
|
||
/s/ Barbara G. Novick
|
Trustee
|
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Barbara G. Novick
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