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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x | Filed by a Party other than the Registrant ¨ | |
Check the appropriate box: | ||
x Preliminary Proxy Statement.
| ||
¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
| ||
¨ Definitive Proxy Statement.
| ||
¨ Definitive Additional Materials.
| ||
¨ Soliciting Material Pursuant to Sec. 240.14a-12. | ||
BlackRock Bond Allocation Target Shares
Series C Portfolio
Series M Portfolio
Series S Portfolio
BlackRock Value Opportunities Fund, Inc.
BlackRock Basic Value Fund, Inc.
BlackRock Natural Resources Trust
BlackRock Global Growth Fund, Inc.
BlackRock Balanced Capital Fund, Inc.
BlackRock Global SmallCap Fund, Inc.
BlackRock Bond Fund, Inc.
BlackRock Bond Fund
BlackRock High Income Fund
BlackRock Municipal Bond Fund, Inc.
BlackRock Municipal Insured Fund
BlackRock National Municipal Fund
BlackRock Short-Term Municipal Fund
BlackRock High Yield Municipal Fund
BlackRock Equity Dividend Fund
BlackRock Global Allocation Fund, Inc.
BlackRock EuroFund
BlackRock Municipal Series Trust
BlackRock Intermediate Municipal Fund
BlackRock Global Dynamic Equity Fund
BlackRock Utilities and Telecommunications Fund, Inc.
BlackRock Mid Cap Value Opportunities Series, Inc.
BlackRock Mid Cap Value Opportunities Fund
Managed Account Series
High Income Portfolio
US Mortgage Portfolio
Global SmallCap Portfolio
Mid Cap Value Opportunities Portfolio
BlackRock Funds II
Total Return Portfolio
Total Return Portfolio II
Delaware Municipal Bond Portfolio
Enhanced Income Portfolio
AMT-Free Municipal Bond Portfolio
GNMA Portfolio
Government Income Portfolio
High Yield Bond Portfolio
Intermediate Bond Portfolio II
Prepared Portfolio 2010
Prepared Portfolio 2015
Prepared Portfolio 2020
Prepared Portfolio 2025
Prepared Portfolio 2030
Prepared Portfolio 2035
Prepared Portfolio 2040
Prepared Portfolio 2045
Prepared Portfolio 2050
Intermediate Government Bond Portfolio
International Bond Portfolio
Inflation Protected Bond Portfolio
Kentucky Municipal Bond Portfolio
Low Duration Bond Portfolio
Managed Income Portfolio
Ohio Municipal Bond Portfolio
BlackRock Strategic Portfolio I
Conservative Prepared Portfolio
Moderate Prepared Portfolio
Growth Prepared Portfolio
Aggressive Growth Prepared Portfolio
BlackRock Short Term Bond Series, Inc.
BlackRock Short Term Bond Fund
BlackRock Focus Value Fund, Inc.
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BlackRock Variable Series Funds, Inc.
BlackRock Balanced Capital V.I. Fund
BlackRock Basic Value V.I. Fund
BlackRock Bond V.I. Fund
BlackRock Fundamental Growth V.I. Fund
BlackRock Global Growth V.I. Fund
BlackRock S&P 500 Index V.I. Fund
BlackRock Large Cap Core V.I. Fund
BlackRock Large Cap Growth V.I. Fund
BlackRock Large Cap Value V.I. Fund
BlackRock Global Allocation V.I. Fund
BlackRock Utilities and Telecommunications V.I. Fund
BlackRock Value Opportunities V.I. Fund
BlackRock International Value V.I. Fund
BlackRock Government Income V.I. Fund
BlackRock High Income V.I. Fund
BlackRock Money Market V.I. Fund
FDP Series, Inc.
Franklin Templeton Total Return FDP Fund
Marsico Growth FDP Fund
MFS Research International FDP Fund
Van Kampen Value FDP Fund
BlackRock Commodity Strategies Fund
The GNMA Fund Investment Accumulation Program, Inc.
BlackRock FundsSM
Asset Allocation Portfolio
All-Cap Global Resources Portfolio
Aurora Portfolio
Investment Trust
Exchange Portfolio
Global Opportunities Portfolio
Global Resources Portfolio
Global Science & Technology Opportunities Portfolio
Health Sciences Opportunities Portfolio
International Opportunities Portfolio
Capital Appreciation Portfolio
Mid-Cap Growth Equity Portfolio
Mid-Cap Value Equity Portfolio
Small Cap Growth Equity Portfolio
Small Cap Core Equity Portfolio
Small Cap Value Equity Portfolio
Small/Mid-Cap Growth Portfolio
U.S. Opportunities Portfolio
Index Equity Portfolio
Money Market Portfolio
Municipal Money Market Portfolio
U.S. Treasury Money Market Portfolio
North Carolina Municipal Money Market Portfolio
New Jersey Municipal Money Market Portfolio
Ohio Municipal Money Market Portfolio
Pennsylvania Municipal Money Market Portfolio
Virginia Municipal Money Market Portfolio
BlackRock Multi-State Municipal Series Trust
BlackRock Florida Municipal Bond Fund
BlackRock New Jersey Municipal Bond Fund
BlackRock New York Municipal Bond Fund
BlackRock Pennsylvania Municipal Bond Fund
BlackRock Fundamental Growth Fund, Inc.
BlackRock California Municipal Series Trust
BlackRock California Insured Municipal Bond Fund
BlackRock Focus Twenty Fund, Inc.
BlackRock World Income Fund, Inc.
BlackRock International Value Trust
BlackRock International Value Fund
Master Value Opportunities LLC
Master Basic Value LLC
Master Focus Twenty LLC
Short-Term Bond Master LLC
Short-Term Bond Master Portfolio
Master Commodity Strategies LLC
Master Bond LLC
Master Bond Portfolio
BlackRock Series Fund, Inc.
BlackRock Balanced Capital Portfolio
BlackRock Bond Portfolio
BlackRock Fundamental Growth Portfolio
BlackRock Global Allocation Portfolio
BlackRock Government Income Portfolio
BlackRock High Income Portfolio
BlackRock Money Market Portfolio
BlackRock Large Cap Core Portfolio
Merrill Lynch U.S. Treasury Money Fund
BlackRock Index Funds, Inc.
BlackRock International Index Fund
BlackRock S&P 500 Index Fund
BlackRock Small Cap Index Fund
Merrill Lynch Ready Assets Trust
BlackRock Healthcare Fund, Inc.
BlackRock Global Technology Fund, Inc.
CMA Money Fund
CMA Government Securities Fund
CMA Tax-Exempt Fund
CMA Treasury Fund
WCMA Government Securities Fund
WCMA Money Fund
WCMA Tax-Exempt Fund
WCMA Treasury Fund
BlackRock Developing Capital Markets Fund, Inc.
BlackRock Latin America Fund, Inc.
BlackRock Pacific Fund, Inc.
BlackRock Global Financial Services Fund, Inc.
BlackRock Large Cap Series Funds, Inc.
BlackRock Large Cap Core Fund
BlackRock Large Cap Growth Fund
BlackRock Large Cap Value Fund
Merrill Lynch Retirement Series Trust
Merrill Lynch Retirement Reserves Money Fund
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BlackRock Principal Protected Trust
BlackRock Fundamental Growth Principal Protected Fund
BlackRock Basic Value Principal Protected Fund
BlackRock Core Principal Protected Fund
Merrill Lynch U.S.A. Government Reserves
BlackRock Series, Inc.
BlackRock International Fund
BlackRock Small Cap Growth Fund II
BlackRock Financial Institution Series Trust
BlackRock Summit Cash Reserves Fund
CMA Multi-State Municipal Series Trust
CMA Arizona Municipal Money Fund
CMA California Municipal Money Fund
CMA Connecticut Municipal Money Fund
CMA Florida Municipal Money Fund
CMA Massachusetts Municipal Money Fund
CMA Michigan Municipal Money Fund
CMA New Jersey Municipal Money Fund
CMA New York Municipal Money Fund
CMA North Carolina Municipal Money Fund
CMA Ohio Municipal Money Fund
CMA Pennsylvania Municipal Money Fund
Quantitative Master Series LLC
Master Enhanced Small Cap Series
Master Core Bond Enhanced Index Series
Master Enhanced International Series
Master Enhanced S&P 500 Series
Master Extended Market Index Series
Master International Index Series
Master Mid Cap Index Series
Master S&P 500 Index Series
Master Small Cap Index Series
Merrill Lynch Funds For Institutions Series
Merrill Lynch Government Fund
Merrill Lynch Treasury Fund
Merrill Lynch Institutional Fund
Merrill Lynch Premier Institutional Fund
Merrill Lynch Institutional Tax-Exempt Fund
Global Financial Services Master LLC
Master Large Cap Series LLC
Master Large Cap Core Portfolio
Master Large Cap Growth Portfolio
Master Large Cap Value Portfolio
Master Institutional Money Market LLC
Merrill Lynch Premier Institutional Portfolio
Merrill Lynch Institutional Portfolio
Merrill Lynch Institutional Tax-Exempt Portfolio
BlackRock Master LLC
BlackRock Master Small Cap Growth Portfolio
BlackRock Master International Portfolio
Master Treasury LLC
Master Tax-Exempt LLC
Master Government Securities LLC
Master Money LLC
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| Payment | Of Filing Fee (Check the appropriate box): |
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: |
| 2) | Aggregate number of securities to which transaction applies: |
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| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: |
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| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| 1) | Amount Previously Paid: |
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| 4) | Date Filed: |
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BLACKROCK-ADVISED FUNDS*
100 Bellevue Parkway
Wilmington, Delaware 19809
(800) 441-7762
[Date]
Dear Shareholder:
A meeting of your BlackRock-advised fund (each, a “Fund” and collectively, the “Funds”) will be held at the offices of [address], on Thursday, August 23, 2007, or Friday, September 7, 2007 (seeAppendix A of the enclosed joint proxy statement for the date of your Fund’s meeting), at [time] (Eastern time) (the “Meeting”), to vote on the proposals discussed in the enclosed joint proxy statement.
The purpose of the Meeting is to seek shareholder approval of proposals recently approved by your Fund’s board of directors or trustees (each, an “Existing Board” and collectively, the “Existing Boards,” the members of which are referred to as “Board Members”). On September 29, 2006, BlackRock, Inc. (“BlackRock”) consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock to create a new independent company that is one of the world’s largest asset management firms with approximately $1.154 trillion in assets under management as of March 31, 2007. These proposals would implement initiatives resulting from the Transaction.
Following the Transaction, BlackRock, in consultation with all of the boards of directors or trustees of the funds in the BlackRock family of funds, undertook a comprehensive review of all of the funds currently advised by BlackRock affiliates, including the funds formerly advised by MLIM, with a goal of moving the funds to a more cohesive and rational operating platform. (The funds currently advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, are referred to as the “Fund complex,” and all of the boards of directors or trustees of the funds in the Fund complex, including the Existing Boards, are referred to collectively as the “Boards.”) Subsequent to that review, and following extensive and substantial consultation with the Boards of the funds in the Fund complex, BlackRock recommended proposals designed to streamline and enhance the effectiveness of Board oversight of the Fund complex. At Board meetings held during May 2007, the Board Members approved these proposals, subject to approval by the Funds’ shareholders.
One or more of these proposals require your approval. We are seeking your approval of proposals relating to the following issues through the enclosed joint proxy statement.
1.Elect Board Members (all Funds). As described in the enclosed proxy statement, all shareholders are being asked to elect Board Members of their Funds. Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex. It is proposed that the Boards be realigned and consolidated so that the open-end funds are overseen by just two new boards (one new board would oversee certain equity funds, all fixed-income funds and funds designed for sale through insurance company separate accounts, and the other new board would oversee certain other equity funds and all money market funds). It is also proposed that a third new board would oversee the closed-end funds. (Each new board is referred to as a “New Board”
| * | The Funds are listed in the Notice of Meeting and inAppendix A to the enclosed joint proxy statement. |
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and collectively, the “New Boards.”) Each Board has reviewed the qualifications and backgrounds of the nominees and believes that they are experienced in overseeing investment companies and are familiar with the Fund complex and with BlackRock Advisors. As discussed in more detail on page [ ] of the enclosed joint proxy statement, the Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the funds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex.
2.Approve Change in Investment Objective (Master Bond Portfolio and BlackRock Bond Fund only). As described in the enclosed joint proxy statement, shareholders of Master Bond Portfolio and BlackRock Bond Fund are being asked to approve a change in each such Fund’s investment objective to: to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The Lehman Brothers U.S. Aggregate Index is currently each Fund’s benchmark index and is a widely recognized unmanaged market-weighted index. The investment objective of each Fund will remain a fundamental policy that may be changed only by shareholder vote. If the amended investment objective is approved by shareholders, BlackRock Bond Fund will change its name to “BlackRock Total Return Fund.” Since total return is a combination of current income and capital appreciation, the change in investment objective is not expected to materially change the manner in which either BlackRock Bond Fund or Master Bond Portfolio is currently managed. Also, the principal risks of investing in BlackRock Bond Fund and Master Bond Portfolio will not be changed in any material respect by this change in investment objective. The change in investment objective, however, may provide the portfolio management team with greater flexibility in managing the portfolio. BlackRock Bond Fund is organized in a “master/feeder” structure and is a feeder fund that invests all of its assets in Master Bond Portfolio, a series of Master Bond LLC, that has the same investment objective and strategies as BlackRock Bond Fund. The shareholders of BlackRock Bond Fund will also be asked to vote on the proposal to approve changing the investment objective of Master Bond Portfolio.
Please note that separate joint proxy statements are being sent to the shareholders of [fund] and to the shareholders of the closed-end funds, who are being asked to vote on the Board consolidation discussed above. Also, shareholders of certain funds are being asked to consider reorganizations involving their funds. Separate proxy materials relating to those proposed fund reorganizations have been, or will be, sent to shareholders of these funds.
If you are a shareholder of a Fund organized in a “master/feeder” structure, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted in Appendix A).
The Board Members responsible for your Fund recommend that you vote “FOR” the proposal(s) with respect to your Fund. However, before you vote, please read the full text of the joint proxy statement for an explanation of each proposal.
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Your vote is important. Even if you plan to attend and vote in person at the Meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, if received by mail, and returning it in the accompanying postage-paid return envelope.
If you have any questions about the proposals to be voted on, please call Broadridge Financial Solutions, Inc. at [phone number].
Sincerely,
Brian P. Kindelan
Secretary of certain Funds
and
Alice A. Pellegrino
Secretary of certain Funds
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IMPORTANT NEWS
FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.
Questions and Answers
| Q. | Why am I receiving the joint proxy statement? |
| A. | The purpose of the Meeting is to seek shareholder approval of proposals recently approved by your fund’s board of directors or trustees (each, an “Existing Board” and collectively, the “Existing Boards,” the members of which are referred to as “Board Members”). As a shareholder of one or more of the funds (each, a “Fund” and collectively, the “Funds”) advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, Inc. (“BlackRock”), you are being asked to elect Board Members of your Fund and, in certain cases, to approve a change to your Fund’s investment objective. (The funds currently advised by BlackRock Advisors are referred to as the “Fund complex” and all of the boards of directors or trustees of the funds in the Fund complex, including the Existing Boards, are referred to collectively as the “Boards.”) The table beginning on page [#] of the joint proxy statement identifies the nominees that Fund shareholders are being asked to approve. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposal(s) you are being asked to vote on. |
| Q. | Why am I being asked to elect new Board Members? |
| A. | On September 29, 2006, BlackRock consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock to create a new independent company that is one of the world’s largest asset management firms with more than $1 trillion in assets under management as of March 31, 2007. The Transaction resulted in BlackRock having seven Boards that oversee nearly 300 funds. BlackRock and each Board believe that realigning and consolidating the seven Boards into three new boards (each, a “New Board”) would enable the New Boards to focus more attention on issues of particular relevance to the types of funds they oversee and to streamline and enhance the effectiveness of New Board oversight of the funds in the Fund complex. |
These proposals cannot be effected without shareholder approval. Your Fund’s Existing Board has approved the proposals you are being asked to vote on, believes they are in shareholders’ best interests, and recommends that you approve them.
| Q. | What am I being asked to vote “FOR” in the joint proxy statement? |
| A. | Shareholders are being asked to elect Board Members, as described in Proposals 1(a) and 1(b). Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex. It is proposed that the Boards be realigned and consolidated so that the open-end funds are overseen by just two New Boards (one New Board would oversee certain equity funds, all fixed-income funds and all funds designed for sale through insurance company separate accounts, and the other New Board would oversee certain other equity funds and all money market funds). It is also proposed that a third New Board would oversee the closed-end funds. The proposals for [fund] and the closed-end funds are covered in separate proxy statements. Each Board has reviewed the qualifications and backgrounds of |
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the nominees and believes that they are experienced in overseeing investment companies and are familiar with the Fund complex and with BlackRock Advisors. As discussed in more detail on page [ ] of the enclosed joint proxy statement, the Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the funds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex. |
Shareholders of Master Bond Portfolio and BlackRock Bond Fund also are being asked to approve a change to each Fund’s investment objective to: to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index.
| Q. | As a shareholder of BlackRock Bond Fund and/or Master Bond Portfolio, why am I being asked to approve a change in my Fund’s investment objective? |
| A. | Shareholders are being asked to approve a change in the investment objective of BlackRock Bond Fund and Master Bond Portfolio in connection with a proposed tax-free reorganization in which BlackRock Bond Fund will acquire all of the assets of BlackRock Total Return Portfolio (“Total Return”), a portfolio of BlackRock Funds II, in exchange for shares of common stock of BlackRock Bond Fund and the assumption by BlackRock Bond Fund of certain stated liabilities of Total Return (the “Reorganization”). As is currently the case with BlackRock Bond Fund, the combined fund will continue to invest all of its assets in Master Bond Portfolio as a feeder fund in a master/feeder structure. After completion of the Reorganization, Master Bond Portfolio is expected to be managed by the portfolio management team that includes members who have managed Total Return during its entire operating history and in the same manner as Total Return is currently managed. Shareholders of BlackRock Bond Fund and Master Bond Portfolio are not required, and are not being asked, to vote on the Reorganization. If shareholders do not approve this change in investment objective, the Reorganization will not be consummated as contemplated. |
The investment objective of Master Bond Portfolio and BlackRock Bond Fund will remain a fundamental policy that may be changed only by shareholder vote. The investment objective of Total Return is to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The investment objective of Master Bond Portfolio and BlackRock Bond Fund is to seek, as a primary objective, to provide shareholders with as high a level of current income as is consistent with the investment policies and, as a secondary objective, to seek capital appreciation when consistent with its primary objective. Also, the principal risks of investing in BlackRock Bond Fund and Master Bond Portfolio will not be changed in any material respect by this change in investment objective. The change in investment objective, however, may provide the portfolio management team with greater flexibility in managing the portfolio. BlackRock Bond Fund is organized in a “master/feeder” structure and is a feeder fund that invests all of its assets in the Master Bond Portfolio, a series of Master Bond LLC. Master Bond Portfolio has the same investment objective and strategies as BlackRock Bond Fund. The shareholders of BlackRock Bond Fund will also vote on the proposal to approve changing the investment objective of Master Bond Portfolio.
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This proposal cannot be effected without shareholder approval. Your Fund’s Existing Board has approved the proposal you are being asked to vote on, believes it is in shareholders’ best interest, and recommends that you approve it.
| Q. | Will my vote make a difference? |
| A. | Your vote is very important and can make a difference in the governance and management of the Funds, no matter how many shares you own. Your vote can help ensure that the proposal(s) recommended by the Existing Boards can be implemented. We encourage all shareholders to participate in the governance of their Funds. |
| Q. | Am I being asked to approve a reorganization of my fund with another fund? |
| A. | Not as part of the joint proxy statement; however, as part of the board consolidation initiative discussed above, shareholders of a number of open-end funds are being asked to consider a reorganization of their fund with another fund. If this type of reorganization is proposed for your open-end fund, you will receive (or may have already received) a separate combined proxy statement/prospectus to consider and vote on that proposal. |
| Q. | Are the Funds paying for preparation, printing and mailing of the joint proxy statement? |
| A. | The costs associated with the joint proxy statement, including the mailing and the proxy solicitation costs, will be shared equally between BlackRock and the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement, also will be shared equally between BlackRock and the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of their respective net assets, except when direct costs can reasonably be attributed to one or more specific Funds. The Funds and BlackRock have retained Broadridge Financial Solutions, Inc. (“Broadridge”), 51 Mercedes Way, Edgewood, New York 11717, a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Broadridge will be paid approximately $4,749,062 for such solicitation services (including reimbursements of out-of-pocket expenses), to be shared equally by BlackRock and the Funds. |
| Q. | Whom do I call if I have questions? |
| A. | If you need more information, or have any questions about voting, please call Broadridge, the Funds’ proxy solicitor, at [number]. |
| Q. | How do I vote my shares? |
| A. | You can provide voting instructions by telephone by calling the toll-free number on the proxy card(s) or by computer by going to the Internet address provided on the proxy card(s) and following the instructions, using your proxy card(s) as a guide. Alternatively, if you received your proxy card(s) by mail, you can vote your shares by signing and dating the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also attend the Meeting and vote in person; however, even if you intend to do so, we encourage you to provide voting instructions by one of the methods discussed above. |
Please votenow. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation, we urge you to indicate your voting instructions on the enclosed proxy card, if received by mail, date and sign it and return it promptly in the envelope provided, or record your voting instructions by telephone or via the Internet, no matter how large or small your holdings may be. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Meeting.
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BLACKROCK-ADVISED FUNDS
100 Bellevue Parkway
Wilmington, Delaware 19809
(800) 441-7762
NOTICE OF A MEETING OF SHAREHOLDERS
To Be Held on August 23, 2007 or
on September 7, 2007
A meeting (each a “Meeting”) of the shareholders of the funds identified below (each, a “Fund”) will be held at the [offices of [address]], at [time] (Eastern time) on Thursday, August 23, 2007, or Friday, September 7, 2007 (seeAppendix A of the enclosed Joint Proxy Statement for the date of your Fund’s Meeting), to consider and vote on the proposals, as more fully described in the accompanying Joint Proxy Statement:
| PROPOSAL 1(a). | To Elect Board Members of the Group A Funds.(To be voted on by shareholders of the Group A Funds identified in the table beginning on page 3.) | |
| PROPOSAL 1(b). | To Elect Board Members of the Group B Funds.(To be voted on by shareholders of the Group B Funds identified in the table beginning on page 3.) | |
| PROPOSAL 2. | To Approve a change in the investment objective of each of BlackRock Bond Fund and Master Bond Portfolio.(To be voted on by shareholders of BlackRock Bond Fund and Master Bond Portfolio.) | |
| PROPOSAL 3. | To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. | |
Your Board recommends that you vote “FOR” the Proposal(s) upon which you are being asked to vote.
Shareholders of record as of the close of business on June 25, 2007 are entitled to vote at the Meetings and at any adjournments or postponements thereof.
If you own shares in more than one Fund as of June 25, 2007, you may receive more than one proxy card. Please be certain to sign, date and return each proxy card you receive.
By order of the Boards of Directors/Trustees,
Brian P. Kindelan
Secretary of certain Funds
and
Alice A. Pellegrino
Secretary of certain Funds
[date]
1
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Funds Holding Meetings of Shareholders
Group A Funds (certain equity Funds and all fixed-income Funds in the Fund complex and all Funds in the Fund complex designed for sale through insurance company separate accounts):
BlackRock Bond Allocation Target Shares
Series C Portfolio
Series M Portfolio
Series S Portfolio
BlackRock Value Opportunities Fund, Inc.
BlackRock Basic Value Fund, Inc.
BlackRock Natural Resources Trust
BlackRock Global Growth Fund, Inc.
BlackRock Balanced Capital Fund, Inc.
BlackRock Global SmallCap Fund, Inc.
BlackRock Bond Fund, Inc.
BlackRock Bond Fund
BlackRock High Income Fund
BlackRock Municipal Bond Fund, Inc.
BlackRock Municipal Insured Fund
BlackRock National Municipal Fund
BlackRock Short-Term Municipal Fund
BlackRock High Yield Municipal Fund
BlackRock Equity Dividend Fund
BlackRock Global Allocation Fund, Inc.
BlackRock EuroFund
BlackRock Municipal Series Trust
BlackRock Intermediate Municipal Fund
BlackRock Global Dynamic Equity Fund
BlackRock Utilities and Telecommunications Fund, Inc.
BlackRock Mid Cap Value Opportunities Series, Inc.
BlackRock Mid Cap Value Opportunities Fund
Managed Account Series
High Income Portfolio
US Mortgage Portfolio
Global SmallCap Portfolio
Mid Cap Value Opportunities Portfolio
BlackRock Variable Series Funds, Inc.
BlackRock Balanced Capital V.I. Fund
BlackRock Basic Value V.I. Fund
BlackRock Bond V.I. Fund
BlackRock Fundamental Growth V.I. Fund
BlackRock Global Growth V.I. Fund
BlackRock S&P 500 Index V.I. Fund
BlackRock Large Cap Core V.I. Fund
BlackRock Large Cap Growth V.I. Fund
BlackRock Large Cap Value V.I. Fund
BlackRock Global Allocation V.I Fund
BlackRock Utilities and Telecommunications V.I. Fund
BlackRock Value Opportunities V.I. Fund
BlackRock International Value V.I. Fund
BlackRock Government Income V.I. Fund
BlackRock High Income V.I. Fund
BlackRock Money Market V.I. Fund
BlackRock Funds II
Total Return Portfolio
Total Return Portfolio II
Delaware Municipal Bond Portfolio
Enhanced Income Portfolio
AMT-Free Municipal Bond Portfolio
GNMA Portfolio
Government Income Portfolio
High Yield Bond Portfolio
Intermediate Bond Portfolio II
Prepared Portfolio 2010
Prepared Portfolio 2015
Prepared Portfolio 2020
Prepared Portfolio 2025
Prepared Portfolio 2030
Prepared Portfolio 2035
Prepared Portfolio 2040
Prepared Portfolio 2045
Prepared Portfolio 2050
Intermediate Government Bond Portfolio
International Bond Portfolio
Inflation Protected Bond Portfolio
Kentucky Municipal Bond Portfolio
Low Duration Bond Portfolio
Managed Income Portfolio
Ohio Municipal Bond Portfolio
BlackRock Strategic Portfolio I
Conservative Prepared Portfolio
Moderate Prepared Portfolio
Growth Prepared Portfolio
Aggressive Growth Prepared Portfolio
BlackRock Short Term Bond Series, Inc.
BlackRock Short Term Bond Fund
BlackRock Focus Value Fund, Inc.
BlackRock Multi-State Municipal Series Trust
BlackRock Florida Municipal Bond Fund
BlackRock New Jersey Municipal Bond Fund
2
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BlackRock New York Municipal Bond Fund
BlackRock Pennsylvania Municipal Bond Fund
BlackRock Fundamental Growth Fund, Inc.
BlackRock California Municipal Series Trust
BlackRock California Insured Municipal Bond Fund
BlackRock Focus Twenty Fund, Inc.
BlackRock World Income Fund, Inc.
BlackRock International Value Trust
BlackRock International Value Fund
Master Value Opportunities LLC
Master Basic Value LLC
Master Focus Twenty LLC
FDP Series, Inc.
Franklin Templeton Total Return FDP Fund
Marsico Growth FDP Fund
MFS Research International FDP Fund
Van Kampen Value FDP Fund
BlackRock Commodity Strategies Fund
The GNMA Fund Investment Accumulation Program, Inc.
BlackRock Principal Protected Trust
BlackRock Fundamental Growth Principal Protected Fund
BlackRock Basic Value Principal Protected Fund
BlackRock Core Principal Protected Fund
Short-Term Bond Master LLC
Short-Term Bond Master Portfolio
Master Commodity Strategies LLC
Master Bond LLC
Master Bond Portfolio
BlackRock Series Fund, Inc.
BlackRock Balanced Capital Portfolio
BlackRock Bond Portfolio
BlackRock Fundamental Growth Portfolio
BlackRock Global Allocation Portfolio
BlackRock Government Income Portfolio
BlackRock High Income Portfolio
BlackRock Money Market Portfolio
BlackRock Large Cap Core Portfolio
Group B Funds (certain equity Funds and certain money market Funds in the Fund complex):
BlackRock FundsSM
Asset Allocation Portfolio
All-Cap Global Resources Portfolio
Aurora Portfolio
Investment Trust
Exchange Portfolio
Global Opportunities Portfolio
Global Resources Portfolio
Global Science & Technology Opportunities Portfolio
Health Sciences Opportunities Portfolio
International Opportunities Portfolio
Capital Appreciation Portfolio
Mid-Cap Growth Equity Portfolio
Mid-Cap Value Equity Portfolio
Small Cap Growth Equity Portfolio
Small Cap Core Equity Portfolio
Small Cap Value Equity Portfolio
Small/Mid-Cap Growth Portfolio
U.S. Opportunities Portfolio
Index Equity Portfolio
Money Market Portfolio
Municipal Money Market Portfolio
U.S. Treasury Money Market Portfolio
North Carolina Municipal Money Market Portfolio
New Jersey Municipal Money Market Portfolio
Ohio Municipal Money Market Portfolio
Pennsylvania Municipal Money Market Portfolio
Virginia Municipal Money Market Portfolio
Merrill Lynch U.S.A. Government Reserves
BlackRock Series, Inc.
BlackRock International Fund
BlackRock Small Cap Growth Fund II
BlackRock Financial Institution Series Trust
BlackRock Summit Cash Reserves Fund
Merrill Lynch U.S. Treasury Money Fund
BlackRock Index Funds, Inc.
BlackRock International Index Fund
BlackRock S&P 500 Index Fund
BlackRock Small Cap Index Fund
Merrill Lynch Ready Assets Trust
BlackRock Healthcare Fund, Inc.
BlackRock Global Technology Fund, Inc.
CMA Money Fund
CMA Government Securities Fund
CMA Tax-Exempt Fund
CMA Treasury Fund
WCMA Government Securities Fund
WCMA Money Fund
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WCMA Tax-Exempt Fund
WCMA Treasury Fund
BlackRock Developing Capital Markets Fund, Inc.
BlackRock Latin America Fund, Inc.
BlackRock Pacific Fund, Inc.
BlackRock Global Financial Services Fund, Inc.
BlackRock Large Cap Series Funds, Inc.
BlackRock Large Cap Core Fund
BlackRock Large Cap Growth Fund
BlackRock Large Cap Value Fund
Merrill Lynch Retirement Series Trust
Merrill Lynch Retirement Reserves Money Fund
Merrill Lynch Funds For Institutions Series
Merrill Lynch Government Fund
Merrill Lynch Treasury Fund
Merrill Lynch Institutional Fund
Merrill Lynch Premier Institutional Fund
Merrill Lynch Institutional Tax-Exempt Fund
Global Financial Services Master LLC
Master Large Cap Series LLC
Master Large Cap Core Portfolio
Master Large Cap Growth Portfolio
Master Large Cap Value Portfolio
CMA Multi-State Municipal Series Trust
CMA Arizona Municipal Money Fund
CMA California Municipal Money Fund
CMA Connecticut Municipal Money Fund
CMA Florida Municipal Money Fund
CMA Massachusetts Municipal Money Fund
CMA Michigan Municipal Money Fund
CMA New Jersey Municipal Money Fund
CMA New York Municipal Money Fund
CMA North Carolina Municipal Money Fund
CMA Ohio Municipal Money Fund
CMA Pennsylvania Municipal Money Fund
Quantitative Master Series LLC
Master Enhanced Small Cap Series
Master Core Bond Enhanced Index Series
Master Enhanced International Series
Master Enhanced S&P 500 Series
Master Extended Market Index Series
Master International Index Series
Master Mid Cap Index Series
Master S&P 500 Index Series
Master Small Cap Index Series
Master Institutional Money Market LLC
Merrill Lynch Premier Institutional Portfolio
Merrill Lynch Institutional Portfolio
Merrill Lynch Institutional Tax-Exempt Portfolio
BlackRock Master LLC
BlackRock Master Small Cap Growth Portfolio
BlackRock Master International Portfolio
Master Treasury LLC
Master Tax-Exempt LLC
Master Government Securities LLC
Master Money LLC
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| A-1 | ||
| B-1 | ||
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| D-1 | ||
| E-1 | ||
| F-1 | ||
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| H-1 | ||
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Table of Contents
BLACKROCK-ADVISED FUNDS
100 Bellevue Parkway
Wilmington, Delaware 19809
(800) 441-7762
MEETING OF SHAREHOLDERS
AUGUST 23, 2007 OR SEPTEMBER 7, 2007
This joint proxy statement (the “Joint Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors or Trustees (each, an “Existing Board,” the members of which are referred to as “Board Members”) of each of the BlackRock-advised funds listed in the accompanying Notice of a Meeting of Shareholders (each, a “Fund”) of proxies to be voted at a meeting of shareholders of each such Fund to be held at [time] (Eastern time) on Thursday, August 23, 2007, or Friday, September 7, 2007 (seeAppendix A of this enclosed Joint Proxy Statement for the date) [at the offices of [location]] (for each Fund, a “Meeting”), and at any and all adjournments or postponements thereof. A Meeting will be held for the purposes set forth in the accompanying Notice.
The Board of each Fund has determined that the use of this Joint Proxy Statement for such Fund’s Meeting is in the best interests of the Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each of the Funds. This Joint Proxy Statement and the accompanying materials, or a Notice of Internet Availability of Proxy Materials, are being mailed to shareholders on or about [mailing date], 2007.
Each Fund is organized as either a Massachusetts business trust (each, a “Massachusetts Trust”), or a series of a Massachusetts Trust, a Maryland corporation (each, a “Maryland Corporation”), or a series of a Maryland Corporation, a Delaware statutory trust (each, a “Delaware Trust”), or a series of a Delaware Trust, or a Delaware limited liability company (each, a “Delaware LLC”), or a series of a Delaware LLC. The Massachusetts Trusts, Maryland Corporations, Delaware Trusts and Delaware LLCs (each, a “Registrant”) are registered investment companies under the Investment Company Act of 1940 (the “1940 Act”). A list of each Registrant and series of each Registrant (if any), is set forth inAppendix A.
Shareholders of record of a Fund as of the close of business on June 25, 2007 (the “Record Date”) are entitled to attend and to vote at that Fund’s Meeting. Shareholders of the Funds are entitled to one vote for each share held, and each fractional share is entitled to a proportionate fractional vote, with no shares having cumulative voting rights. The quorum requirement for each Fund, and the vote requirement for Proposal 1, is set forth inAppendix B. The vote requirement for Proposal 2 is set forth under “Vote Required and Manner of Voting Proxies.” If you are a shareholder of a Fund organized in a “master/feeder” structure, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted inAppendix A).
The number of shares of each Fund outstanding as of the close of business on the Record Date and the net assets of each Fund as of that date are shown inAppendix B. Except as set forth inAppendix J, to the knowledge of each Fund, as of the Record Date, no person was the beneficial owner of five percent or more of a class of that Fund’s outstanding shares.
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The Fund of which you are a shareholder is named on the proxy card included with this Joint Proxy Statement. If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card. Even if you plan to attend the Meeting, please sign, date and return EACH proxy card you receive, or if you provide voting instructions by telephone or over the Internet, please vote on the proposals affecting EACH Fund you own. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.
All properly executed proxies received prior to a Fund’s Meeting will be voted at that Meeting. On any matter coming before each Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy is properly executed and returned and no choice is specified with respect to a proposal, the shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to a proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary or if you are the holder of a variable annuity contract or variable life insurance policy (as discussed below), please consult your bank or intermediary or your participating insurance company regarding your ability to revoke voting instructions after such instructions have been provided.
Photographic identification will be required for admission to the Meetings.
Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the Fund at [address] or by calling toll free at [phone number]. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.
Please note that only one annual or semi-annual report or Joint Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Joint Proxy Statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
Please also note that, as part of the initiatives that are designed to eliminate overlapping and duplicative product offerings within the BlackRock family of funds, shareholders of certain Funds are being asked to consider reorganizations involving their Funds. Separate proxy materials relating to those proposed Fund reorganizations have been, or will be, sent to applicable shareholders.
YOUR VOTE IS IMPORTANT
To avoid the unnecessary expense of further solicitation, we urge you to indicate voting instructions on the enclosed proxy card, if received by mail, date and sign it and return it promptly in the envelope provided, no matter how large or small your holdings may be. If you submit a properly executed proxy but do not indicate how you wish your shares to be voted, your shares will be voted“FOR” each of the proposals.
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The following table shows which proposals shareholders of each Fund are being asked to approve. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposals on which you are being asked to vote.
SUMMARY OF PROPOSALS AND FUNDS VOTING
Proposal No. 1(a)— to Elect Board Members | Proposal No. 1(b)— to Elect Board Members | Proposal No. 2— to Approve Change in Investment Objective | ||||||
Name of Fund | Board A— Oversees Group A Funds | Board B— Oversees Group B Funds | ||||||
BlackRock Bond Allocation Target Shares | ü | |||||||
Series C Portfolio | ü | |||||||
Series M Portfolio | ü | |||||||
Series S Portfolio | ü | |||||||
Master Value Opportunities LLC | ü | |||||||
BlackRock Value Opportunities Fund, Inc. | ü | |||||||
Master Basic Value LLC | ü | |||||||
BlackRock Basic Value Fund, Inc. | ü | |||||||
BlackRock Natural Resources Trust | ü | |||||||
BlackRock Global Growth Fund, Inc. | ü | |||||||
BlackRock Balanced Capital Fund, Inc. | ü | |||||||
BlackRock Series Fund, Inc. | ü | |||||||
BlackRock Balanced Capital Portfolio | ü | |||||||
BlackRock Bond Portfolio | ü | |||||||
BlackRock Fundamental Growth Portfolio | ü | |||||||
BlackRock Global Allocation Portfolio | ü | |||||||
BlackRock Government Income Portfolio | ü | |||||||
BlackRock High Income Portfolio | ü | |||||||
BlackRock Money Market Portfolio | ü | |||||||
BlackRock Large Cap Core Portfolio | ü | |||||||
BlackRock Global SmallCap Fund, Inc. | ü | |||||||
Master Bond LLC | ü | |||||||
Master Bond Portfolio | ü | ü | ||||||
BlackRock Bond Fund, Inc. | ü | |||||||
BlackRock Bond Fund | ü | ü | ||||||
BlackRock High Income Fund | ü | |||||||
BlackRock Municipal Bond Fund, Inc. | ü | |||||||
BlackRock Municipal Insured Fund | ü | |||||||
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Proposal No. 1(a)— to Elect Board Members | Proposal No. 1(b)— to Elect Board Members | Proposal No. 2— to Approve Change in Investment Objective | |||||
Name of Fund | Board A— Oversees Group A Funds | Board B— Oversees Group B Funds | |||||
BlackRock National Municipal Fund | ü | ||||||
BlackRock Short-Term Municipal Fund | ü | ||||||
BlackRock High Yield Municipal Fund | ü | ||||||
BlackRock Equity Dividend Fund | ü | ||||||
BlackRock Global Allocation Fund, Inc. | ü | ||||||
BlackRock EuroFund | ü | ||||||
BlackRock Municipal Series Trust | ü | ||||||
BlackRock Intermediate Municipal Fund | ü | ||||||
BlackRock Global Dynamic Equity Fund | ü | ||||||
BlackRock Utilities and Telecommunications Fund, Inc. | ü | ||||||
BlackRock Mid Cap Value Opportunities Series, Inc. | ü | ||||||
BlackRock Mid Cap Value Opportunities Fund | ü | ||||||
Managed Account Series | ü | ||||||
High Income Portfolio | ü | ||||||
US Mortgage Portfolio | ü | ||||||
Global SmallCap Portfolio | ü | ||||||
Mid Cap Value Opportunities Portfolio | ü | ||||||
Short-Term Bond Master LLC | ü | ||||||
Short-Term Bond Master Portfolio | ü | ||||||
BlackRock Short-Term Bond Series, Inc. | ü | ||||||
BlackRock Short-Term Bond Fund | ü | ||||||
BlackRock Focus Value Fund, Inc. | ü | ||||||
BlackRock Multi-State Municipal Series Trust | ü | ||||||
BlackRock Florida Municipal Bond Fund | ü | ||||||
BlackRock New Jersey Municipal Bond Fund | ü | ||||||
BlackRock New York Municipal Bond Fund | ü | ||||||
BlackRock Pennsylvania Municipal Bond Fund | ü | ||||||
BlackRock Fundamental Growth Fund, Inc. | ü | ||||||
BlackRock California Municipal Series Trust | ü | ||||||
BlackRock California Insured Municipal Bond Fund | ü | ||||||
Master Focus Twenty LLC | ü | ||||||
BlackRock Focus Twenty Fund, Inc. | ü | ||||||
BlackRock Variable Series Funds, Inc. | ü | ||||||
BlackRock Balanced Capital V.I. Fund | ü | ||||||
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Proposal No. 1(a)— to Elect Board Members | Proposal No. 1(b)— to Elect Board Members | Proposal No. 2— to Approve Change in Investment Objective | |||||
Name of Fund | Board A— Oversees Group A Funds | Board B— Oversees Group B Funds | |||||
BlackRock Basic Value V.I. Fund | ü | ||||||
BlackRock Bond V.I. Fund | ü | ||||||
BlackRock Fundamental Growth V.I. Fund | ü | ||||||
BlackRock Global Growth V.I. Fund | ü | ||||||
BlackRock S&P 500 Index V.I. Fund | ü | ||||||
BlackRock Large Cap Core V.I. Fund | ü | ||||||
BlackRock Large Cap Growth V.I. Fund | ü | ||||||
BlackRock Large Cap Value V.I. Fund | ü | ||||||
BlackRock Global Allocation V.I. Fund | ü | ||||||
BlackRock Utilities and Telecommunications V.I. Fund | ü | ||||||
BlackRock Value Opportunities V.I. Fund | ü | ||||||
BlackRock International Value V.I. Fund | ü | ||||||
BlackRock Government Income V.I. Fund | ü | ||||||
BlackRock High Income V.I. Fund | ü | ||||||
BlackRock Money Market V.I. Fund | ü | ||||||
BlackRock World Income Fund, Inc. | ü | ||||||
BlackRock International Value Trust | ü | ||||||
BlackRock International Value Fund | ü | ||||||
FDP Series, Inc. | ü | ||||||
Franklin Templeton Total Return FDP Fund | ü | ||||||
Marsico Growth FDP Fund | ü | ||||||
MFS Research International FDP Fund | ü | ||||||
Van Kampen Value FDP Fund | ü | ||||||
BlackRock Principal Protected Trust | ü | ||||||
BlackRock Fundamental Growth Principal Protected Fund | ü | ||||||
BlackRock Basic Value Principal Protected Fund | ü | ||||||
BlackRock Core Principal Protected Fund | ü | ||||||
Master Commodity Strategies LLC | ü | ||||||
BlackRock Commodity Strategies Fund | ü | ||||||
The GNMA Fund Investment Accumulation Program, Inc. | ü | ||||||
BlackRock Funds II | ü | ||||||
Total Return Portfolio | ü | ||||||
Delaware Municipal Bond Portfolio | ü | ||||||
Enhanced Income Portfolio | ü | ||||||
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Table of Contents
Proposal No. 1(a)— to Elect Board Members | Proposal No. 1(b)— to Elect Board Members | Proposal No. 2— to Approve Change in Investment Objective | ||||||
Name of Fund | Board A— Oversees Group A Funds | Board B— Oversees Group B Funds | ||||||
AMT-Free Municipal Bond Portfolio | ü | |||||||
GNMA Portfolio | ü | |||||||
Government Income Portfolio | ü | |||||||
High Yield Bond Portfolio | ü | |||||||
Intermediate Bond Portfolio II | ü | |||||||
Intermediate Government Bond Portfolio | ü | |||||||
International Bond Portfolio | ü | |||||||
Inflation Protected Bond Portfolio | ü | |||||||
Kentucky Municipal Bond Portfolio | ü | |||||||
Low Duration Bond Portfolio | ü | |||||||
Managed Income Portfolio | ü | |||||||
Ohio Municipal Bond Portfolio | ü | |||||||
BlackRock Strategic Portfolio I | ü | |||||||
Total Return Portfolio II | ü | |||||||
Conservative Prepared Portfolio | ü | |||||||
Moderate Prepared Portfolio | ü | |||||||
Growth Prepared Portfolio | ü | |||||||
Aggressive Growth Prepared Portfolio | ü | |||||||
Prepared Portfolio 2010 | ü | |||||||
Prepared Portfolio 2015 | ü | |||||||
Prepared Portfolio 2020 | ü | |||||||
Prepared Portfolio 2025 | ü | |||||||
Prepared Portfolio 2030 | ü | |||||||
Prepared Portfolio 2035 | ü | |||||||
Prepared Portfolio 2040 | ü | |||||||
Prepared Portfolio 2045 | ü | |||||||
Prepared Portfolio 2050 | ü | |||||||
Merrill Lynch U.S.A. Government Reserves | ü | |||||||
Merrill Lynch U.S. Treasury Money Fund | ü | |||||||
BlackRock Index Funds, Inc. | ü | |||||||
BlackRock International Index Fund | ü | |||||||
BlackRock S&P 500 Index Fund | ü | |||||||
BlackRock Small Cap Index Fund | ü | |||||||
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Table of Contents
Proposal No. 1(a)— to Elect Board Members | Proposal No. 1(b)— to Elect Board Members | Proposal No. 2— to Approve Change in Investment Objective | |||||
Name of Fund | Board A— Oversees Group A Funds | Board B— Oversees Group B Funds | |||||
Quantitative Master Series LLC | ü | ||||||
Master Enhanced Small Cap Index Series | ü | ||||||
Master Core Bond Enhanced Index Series | ü | ||||||
Master Enhanced International Series | ü | ||||||
Master Enhanced S&P 500 Series | ü | ||||||
Master Extended Market Index Series | ü | ||||||
Master International Index Series | ü | ||||||
Master Mid Cap Index Series | ü | ||||||
Master S&P 500 Index Series | ü | ||||||
Master Small Cap Index Series | ü | ||||||
Merrill Lynch Ready Assets Trust | ü | ||||||
BlackRock Healthcare Fund, Inc. | ü | ||||||
BlackRock Global Technology Fund, Inc. | ü | ||||||
Master Government Securities LLC | ü | ||||||
Master Money LLC | ü | ||||||
Master Treasury LLC | ü | ||||||
Master Tax-Exempt LLC | ü | ||||||
CMA Money Fund | ü | ||||||
CMA Government Securities Fund | ü | ||||||
CMA Tax-Exempt Fund | ü | ||||||
CMA Treasury Fund | ü | ||||||
WCMA Government Securities Fund | ü | ||||||
WCMA Money Fund | ü | ||||||
WCMA Tax-Exempt Fund | ü | ||||||
WCMA Treasury Fund | ü | ||||||
CMA Multi-State Municipal Series Trust | ü | ||||||
CMA Arizona Municipal Money Fund | ü | ||||||
CMA California Municipal Money Fund | ü | ||||||
CMA Connecticut Municipal Money Fund | ü | ||||||
CMA Massachusetts Municipal Money Fund | ü | ||||||
CMA Michigan Municipal Money Fund | ü | ||||||
CMA New Jersey Municipal Money Fund | ü | ||||||
CMA New York Municipal Money Fund | ü | ||||||
CMA North Carolina Municipal Money Fund | ü | ||||||
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Table of Contents
Proposal No. 1(a)— to Elect Board Members | Proposal No. 1(b)— to Elect Board Members | Proposal No. 2— to Approve Change in Investment Objective | |||||
Name of Fund | Board A— Oversees Group A Funds | Board B— Oversees Group B Funds | |||||
CMA Ohio Municipal Money Fund | ü | ||||||
CMA Pennsylvania Municipal Money Fund | ü | ||||||
CMA Florida Municipal Money Fund | ü | ||||||
BlackRock Developing Capital Markets Fund, Inc. | ü | ||||||
BlackRock Latin America Fund, Inc. | ü | ||||||
BlackRock Pacific Fund, Inc. | ü | ||||||
Global Financial Services Master LLC | ü | ||||||
BlackRock Global Financial Services Fund, Inc. | ü | ||||||
BlackRock Financial Institutions Series Trust | ü | ||||||
BlackRock Summit Cash Reserves Fund | ü | ||||||
Master Large Cap Series LLC | ü | ||||||
Master Large Cap Core Portfolio | ü | ||||||
Master Large Cap Growth Portfolio | ü | ||||||
Master Large Cap Value Portfolio | ü | ||||||
BlackRock Large Cap Series Funds, Inc. | ü | ||||||
BlackRock Large Cap Core Fund | ü | ||||||
BlackRock Large Cap Growth Fund | ü | ||||||
BlackRock Large Cap Value Fund | ü | ||||||
Merrill Lynch Retirement Series Trust | ü | ||||||
Merrill Lynch Retirement Reserves Money Fund | ü | ||||||
Master Institutional Money Market LLC | ü | ||||||
Merrill Lynch Premier Institutional Portfolio | ü | ||||||
Merrill Lynch Institutional Portfolio | ü | ||||||
Merrill Lynch Institutional Tax-Exempt Portfolio | ü | ||||||
Merrill Lynch Funds For Institutions Series | ü | ||||||
Merrill Lynch Government Fund | ü | ||||||
Merrill Lynch Treasury Fund | ü | ||||||
Merrill Lynch Institutional Fund | ü | ||||||
Merrill Lynch Premier Institutional Fund | ü | ||||||
Merrill Lynch Institutional Tax-Exempt Fund | ü | ||||||
BlackRock Master LLC | ü | ||||||
BlackRock Master Small Cap Growth Portfolio | ü | ||||||
BlackRock Master International Portfolio | ü | ||||||
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Table of Contents
Proposal No. 1(a)— to Elect Board Members | Proposal No. 1(b)— to Elect Board Members | Proposal No. 2— to Approve Change in Investment Objective | |||||
Name of Fund | Board A— Oversees Group A Funds | Board B— Oversees Group B Funds | |||||
BlackRock Series, Inc. | ü | ||||||
BlackRock International Fund | ü | ||||||
BlackRock Small Cap Growth Fund II | ü | ||||||
BlackRock FundsSM | ü | ||||||
Asset Allocation Portfolio | ü | ||||||
All-Cap Global Resources Portfolio | ü | ||||||
Aurora Portfolio | ü | ||||||
Investment Trust | ü | ||||||
Exchange Portfolio | ü | ||||||
Global Opportunities Portfolio | ü | ||||||
Global Resources Portfolio | ü | ||||||
Global Science & Technology Opportunities Portfolio | ü | ||||||
Health Sciences Opportunities Portfolio | ü | ||||||
International Opportunities Portfolio | ü | ||||||
Capital Appreciation Portfolio | ü | ||||||
Mid-Cap Growth Equity Portfolio | ü | ||||||
Mid-Cap Value Equity Portfolio | ü | ||||||
Small Cap Growth Equity Portfolio | ü | ||||||
Small Cap Core Equity Portfolio | ü | ||||||
Small Cap Value Equity Portfolio | ü | ||||||
Small/Mid-Cap Growth Portfolio | ü | ||||||
U.S. Opportunities Portfolio | ü | ||||||
Index Equity Portfolio | ü | ||||||
Money Market Portfolio | ü | ||||||
Municipal Money Market Portfolio | ü | ||||||
U.S. Treasury Money Market Portfolio | ü | ||||||
North Carolina Municipal Money Market Portfolio | ü | ||||||
New Jersey Municipal Money Market Portfolio | ü | ||||||
Ohio Municipal Money Market Portfolio | ü | ||||||
Pennsylvania Municipal Money Market Portfolio | ü | ||||||
Virginia Municipal Money Market Portfolio | ü | ||||||
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PROPOSAL 1—TO ELECT BOARD MEMBERS
The purpose of this Proposal 1 is to elect Board Members of each Massachusetts Trust, Maryland Corporation, Delaware Trust or Delaware LLC named in the tables below. (The funds currently advised by BlackRock Advisors, LLC, BlackRock Institutional Management Corporation or BlackRock Financial Management, Inc. (collectively, “BlackRock Advisors”), each a wholly owned subsidiary of BlackRock, are referred to as the “Fund complex,” and all of the Boards of Directors or Trustees of the funds in the Fund complex, including the Existing Boards, are referred to collectively as the “Boards.”)
Currently, seven different Boards oversee the open-end and closed-end funds in the Fund complex. It is proposed that the Boards be realigned and consolidated so that the open-end funds would be overseen by just two new boards. One new board, Board A, would oversee certain equity funds, all fixed-income funds and all funds in the Fund complex designed for sale through insurance company separate accounts (the “Group A Funds”), and the other new board, Board B, would oversee certain other equity funds and all money market funds in the Fund complex (the “Group B Funds”). It is also proposed that a third new board would oversee the closed-end funds. (Each new board is referred to as a “New Board” and collectively as the “New Boards.”) The proposals for [fund], which would be overseen by Board B, and the closed-end funds are covered in separate proxy statements. As discussed below, this realignment and consolidation is expected to enable the New Boards to focus more attention on issues of particular relevance to the types of funds they oversee and to streamline and enhance the effectiveness of New Board oversight of the Fund complex. Also, it is expected that having fewer Boards will facilitate greater communication between fund management and the New Boards.
It is intended that the enclosed proxy card, if properly executed, will be voted for all nominees for the applicable New Board (each, a “Nominee”) unless a proxy contains specific instructions to the contrary. Each Nominee’s term of office will commence, if such Nominee is properly elected, on or about November 1, 2007. Each Nominee will be elected to hold office until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal.
Proposal 1(a):
It is proposed that shareholders of the Funds identified in the table below (the Group A Funds) vote for the election of Board Members of the Group A Funds (Board A).
Funds1 to Elect Board Members of the Group A Funds (Board A)
BlackRock Bond Allocation Target Shares
Series C Portfolio
Series M Portfolio
Series S Portfolio
BlackRock Value Opportunities Fund, Inc.*
BlackRock Basic Value Fund, Inc.*
BlackRock Natural Resources Trust
BlackRock Global Growth Fund, Inc.
BlackRock Balanced Capital Fund, Inc.
BlackRock Global SmallCap Fund, Inc.
BlackRock Bond Fund, Inc.
BlackRock Bond Fund*
1 | For certain Registrants that are comprised of multiple series, the series are indicated in the list by an entry below the Registrant’s name. |
| * | If you are a shareholder of a feeder Fund, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted in Appendix A). |
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BlackRock High Income Fund
BlackRock Municipal Bond Fund, Inc.
BlackRock Municipal Insured Fund
BlackRock National Municipal Fund
BlackRock Short-Term Municipal Fund
BlackRock High Yield Municipal Fund
BlackRock Equity Dividend Fund
BlackRock Global Allocation Fund, Inc.
BlackRock EuroFund
BlackRock Municipal Series Trust
BlackRock Intermediate Municipal Fund
BlackRock Global Dynamic Equity Fund
BlackRock Utilities and Telecommunications Fund, Inc.
BlackRock Mid Cap Value Opportunity Series, Inc.
BlackRock Mid Cap Value Opportunities Fund
Managed Account Series
High Income Portfolio
US Mortgage Portfolio
Global SmallCap Portfolio
Mid Cap Value Opportunities Portfolio
BlackRock Series Fund, Inc.
BlackRock Balanced Capital Portfolio
BlackRock Bond Portfolio
BlackRock Fundamental Growth Portfolio
BlackRock Global Allocation Portfolio
BlackRock Government Income Portfolio
BlackRock High Income Portfolio
BlackRock Money Market Portfolio
BlackRock Large Cap Core Portfolio
BlackRock Variable Series Funds, Inc.
BlackRock Balanced Capital V.I. Fund
BlackRock Basic Value V.I. Fund
BlackRock Bond V.I. Fund
BlackRock Fundamental Growth V.I. Fund
BlackRock Global Growth V.I. Fund
BlackRock S&P 500 Index V.I. Fund
BlackRock Large Cap Core V.I. Fund
BlackRock Large Cap Growth V.I. Fund
BlackRock Large Cap Value V.I. Fund
BlackRock Global Allocation V.I. Fund
BlackRock Utilities and Telecommunications V.I. Fund
BlackRock Value Opportunities V.I. Fund
BlackRock International Value V.I. Fund
BlackRock Government Income V.I. Fund
BlackRock High Income V.I. Fund
BlackRock Money Market V.I. Fund
Master Value Opportunities LLC
Master Basic Value LLC
Short-Term Bond Master LLC
Short-Term Bond Master Portfolio
Master Focus Twenty LLC
BlackRock Funds II
Total Return Portfolio
Total Return Portfolio II
Delaware Municipal Bond Portfolio
Enhanced Income Portfolio
AMT-Free Municipal Bond Portfolio
GNMA Portfolio
Government Income Portfolio
High Yield Bond Portfolio
Intermediate Bond Portfolio II
Prepared Portfolio 2010
Prepared Portfolio 2015
Prepared Portfolio 2020
Prepared Portfolio 2025
Prepared Portfolio 2030
Prepared Portfolio 2035
Prepared Portfolio 2040
Prepared Portfolio 2045
Prepared Portfolio 2050
Intermediate Government Bond Portfolio
International Bond Portfolio
Inflation Protected Bond Portfolio
Kentucky Municipal Bond Portfolio
Low Duration Bond Portfolio
Managed Income Portfolio
Ohio Municipal Bond Portfolio
BlackRock Strategic Portfolio I
Conservative Prepared Portfolio
Moderate Prepared Portfolio
Growth Prepared Portfolio
Aggressive Growth Prepared Portfolio
BlackRock Short-Term Bond Series, Inc.
BlackRock Short-Term Bond Fund*
BlackRock Focus Value Fund, Inc.
BlackRock Multi-State Municipal Series Trust
BlackRock Florida Municipal Bond Fund
BlackRock New Jersey Municipal Bond Fund
BlackRock New York Municipal Bond Fund
| * | If you are a shareholder of a feeder Fund, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted in Appendix A). |
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BlackRock Pennsylvania Municipal Bond Fund
BlackRock Fundamental Growth Fund, Inc.
BlackRock California Municipal Series Trust
BlackRock California Insured Municipal Bond Fund
BlackRock Focus Twenty Fund, Inc.*
BlackRock World Income Fund, Inc.
BlackRock International Value Trust
BlackRock International Value Fund
FDP Series, Inc.
Franklin Templeton Total Return FDP Fund
Marsico Growth FDP Fund
MFS Research International FDP Fund
Van Kampen Value FDP Fund
BlackRock Commodity Strategies Fund*
The GNMA Fund Investment Accumulation Program, Inc.
BlackRock Principal Protected Trust
BlackRock Fundamental Growth Principal Protected Fund
BlackRock Basic Value Principal Protected Fund
BlackRock Core Principal Protected Fund
Master Commodity Strategies LLC
Master Bond LLC
Master Bond Portfolio
Your Board recommends that you vote “FOR” this proposal.
Proposal 1(b):
It is proposed that shareholders of the Funds identified in the table below (the Group B Funds) vote for the election of Board Members of the Group B Funds (Board B).
Funds1 to Elect Board Members of the Group B Funds (Board B)
BlackRock FundsSM
Asset Allocation Portfolio
All-Cap Global Resources Portfolio
Aurora Portfolio
Investment Trust
Exchange Portfolio
Global Opportunities Portfolio
Global Resources Portfolio
Global Science & Technology Opportunities Portfolio
Health Sciences Opportunities Portfolio
International Opportunities Portfolio
Capital Appreciation Portfolio
Mid-Cap Growth Equity Portfolio
Mid-Cap Value Equity Portfolio
Small Cap Growth Equity Portfolio
Small Cap Core Equity Portfolio
Small Cap Value Equity Portfolio
Small/Mid-Cap Growth Portfolio
U.S. Opportunities Portfolio
Index Equity Portfolio*
Money Market Portfolio
Municipal Money Market Portfolio
U.S. Treasury Money Market Portfolio
North Carolina Municipal Money Market Portfolio
New Jersey Municipal Money Market Portfolio
Ohio Municipal Money Market Portfolio
Pennsylvania Municipal Money Market Portfolio
Virginia Municipal Money Market Portfolio
Merrill Lynch U.S.A. Government Reserves
Quantitative Master Series LLC
Master Enhanced Small Cap Series
Master Core Bond Enhanced Index Series
Master Enhanced International Series
Master Enhanced S&P 500 Series
Master Extended Market Index Series*
Master International Index Series
1 | For certain Registrants that are comprised of multiple series, the series are indicated in the list by an entry below the Registrant’s name. |
| * | If you are a shareholder of a feeder Fund, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted in Appendix A). |
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Master Mid Cap Index Series
Master S&P 500 Index Series
Master Small Cap Index Series
BlackRock Developing Capital Markets Fund, Inc.
BlackRock Latin America Fund, Inc.
BlackRock Pacific Fund, Inc.
Master Government Securities LLC
Master Money LLC
Master Treasury LLC
Master Tax-Exempt LLC
Master Institutional Money Market LLC
Merrill Lynch Premier Institutional Portfolio
Merrill Lynch Institutional Portfolio
Merrill Lynch Institutional Tax-Exempt Portfolio
Merrill Lynch Funds For Institutions Series
Merrill Lynch Government Fund
Merrill Lynch Treasury Fund
Merrill Lynch Institutional Fund*
Merrill Lynch Premier Institutional Fund*
Merrill Lynch Institutional Tax-Exempt Fund*
Merrill Lynch U.S. Treasury Money Fund
BlackRock Index Funds, Inc.*
BlackRock International Index Fund*
BlackRock S&P 500 Index Fund*
BlackRock Small Cap Index Fund*
Merrill Lynch Ready Assets Trust
BlackRock Healthcare Fund, Inc.
BlackRock Global Technology Fund, Inc.
CMA Money Fund*
CMA Government Securities Fund*
CMA Tax-Exempt Fund*
CMA Treasury Fund*
WCMA Government Securities Fund*
WCMA Money Fund*
WCMA Tax-Exempt Fund*
WCMA Treasury Fund*
CMA Multi-State Municipal Series Trust
CMA Arizona Municipal Money Fund
CMA California Municipal Money Fund
CMA Connecticut Municipal Money Fund
CMA Florida Municipal Money Fund
CMA Massachusetts Municipal Money Fund
CMA Michigan Municipal Money Fund
CMA New Jersey Municipal Money Fund
CMA New York Municipal Money Fund
CMA North Carolina Municipal Money Fund
CMA Ohio Municipal Money Fund
CMA Pennsylvania Municipal Money Fund
BlackRock Series, Inc.
BlackRock International Fund*
BlackRock Small Cap Growth Fund II*
BlackRock Global Financial Services Fund, Inc.*
BlackRock Financial Institution Series Trust
BlackRock Summit Cash Reserves Fund
Merrill Lynch Retirement Series Trust
Merrill Lynch Retirement Reserves Money Fund
BlackRock Large Cap Series Funds, Inc.*
BlackRock Large Cap Core Fund*
BlackRock Large Cap Growth Fund*
BlackRock Large Cap Value Fund*
Global Financial Services Master LLC
Master Large Cap Series LLC
Master Large Cap Core Portfolio
Master Large Cap Growth Portfolio
Master Large Cap Value Portfolio
BlackRock Master LLC
BlackRock Master Small Cap Growth Portfolio
BlackRock Master International Portfolio
Reasons for Board Realignment and Consolidation
On September 29, 2006, BlackRock, Inc. (“BlackRock”) consummated a transaction (the “Transaction”) with Merrill Lynch & Co., Inc. whereby Merrill Lynch & Co., Inc.’s investment management business, including Merrill Lynch Investment Managers, L.P. and certain affiliates (“MLIM”), combined with that of BlackRock to create a new independent company that is one of the world’s largest asset management firms with approximately $1.154 trillion in assets under management as of March 31, 2007. Following the Transaction, BlackRock, in consultation with the
| * | If you are a shareholder of a feeder Fund, you will be asked to vote in connection with matters applicable to your feeder Fund’s respective master Fund (noted in Appendix A). |
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Board of each of the funds in the Fund complex, undertook a review of the investment advisory operations it had acquired and the operations of the funds formerly advised by MLIM with the goal of moving the funds to a more cohesive and rational operating platform. BlackRock and the Boards each discussed certain proposals designed to achieve this goal. Specifically, the Boards discussed with BlackRock the possibility of consolidating the Boards. Discussions were held with each of the seven Boards and ideas for consolidation were considered, including the appropriate number of Boards, the appropriate number of Board Members and which Board would be best suited to oversee specific types of funds (open-end equity, open-end fixed-income, open-end money market funds and closed-end funds). These meetings were facilitated by outside counsel and were held among the Board Members who are not “interested persons,” as defined in the 1940 Act (the “Independent Board Members”), as well as with management personnel from BlackRock. Over the course of several months and numerous such meetings, consensus was reached on the appropriate structure for the New Boards, the number of New Boards, and the composition of those New Boards, as well as the funds each New Board would oversee, and these results were proposed for consideration at each Board’s next in person meeting.
Among BlackRock and the Boards’ proposals was a recommendation that the number of Boards overseeing the Funds be reduced by the election of a single Board (Board A) intended to oversee the Group A Funds, a second Board (Board B) intended to oversee the Group B Funds and a third Board intended to oversee all closed-end funds. The proposals would result in a Fund complex overseen by three distinct New Boards. BlackRock, in consultation with the Boards, also proposed that the number of Board Members who are “interested persons” of the Funds as defined in the 1940 Act consist of three (3) members of Board A and two (2) members of Board B and of the New Board overseeing the closed-end funds in the Fund complex.
At meetings held during May 2007, each Board determined that realigning the Boards into a smaller number of Boards may provide benefits to shareholders of the funds. Each Board has reviewed the qualifications and backgrounds of the Nominees and believes that they are experienced in overseeing investment companies and are familiar with the Fund complex and with BlackRock Advisors. In addition, the Board Members had the opportunity to meet their counterparts on other Boards in the Fund complex. The Board Members and BlackRock believe that: (i) a single New Board overseeing funds of a specific type may enhance that New Board’s efficiency by enabling Board Members to focus their attention on issues common to many of the funds overseen by the New Boards and to act to resolve these issues in a shorter time frame; (ii) realigning the Boards into three New Boards may reduce certain fund expenses, such as costs associated with holding Board meetings, committee meetings and, to the extent necessary, shareholder meetings; (iii) reducing the administrative costs and burden on fund management that are inherent in reporting to seven Boards may allow fund management to devote more time and resources to providing other services to the funds in the Fund complex, including to facilitate management’s high level planning and strategic initiatives for the entire Fund complex; (iv) having fewer Boards will facilitate more effective communication between fund management and the New Boards; (v) a smaller number of Boards may result in more efficient and effective presentations at New Board meetings; and (vi) a smaller number of Boards may benefit the funds and their shareholders by enhancing the effectiveness of New Board oversight of the funds, their management and their other service providers and may facilitate more uniform oversight of the funds in the Fund complex. The Funds do not expect to realize immediate savings on director compensation in the aggregate across all of the New Boards because the total number of Independent Board Members will not change. There could be future savings, however, if (as is anticipated) normal retirements reduce Board size. Independent Board Member compensation has not yet been established by the New Boards.
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The Boards also reviewed the efficiencies sought to be gained through Board consolidation, focusing on, among other things, the significant reduction in the volume of Board materials required to be prepared by BlackRock Advisors and the funds’ other service providers for each of the seven quarterly Board meetings. Additionally, the Boards focused on ensuring that portfolio management time dedicated to keeping the multiple Boards up to date on performance and portfolio management issues across the seven Boards could be efficiently managed. The Board noted, as an example, that many senior portfolio managers currently attend seven Board meetings each quarter and that if the Board consolidation were approved, such portfolio managers would only have to attend three Board meetings each quarter. The Boards also considered the benefits from a compliance perspective. In particular, the Boards considered that the seven Board structure resulted in the creation of four separate sets of compliance policies and procedures and compliance manuals, and that while these compliance materials are broadly consistent across the Fund complex, consolidating the Boards into the New Board structure would promote the adoption of uniform compliance policies and procedures for the appropriate funds overseen by each New Board. The Boards and BlackRock concluded that the Board consolidation would result in efficiencies in terms of compliance monitoring and oversight and would streamline New Board reporting and monitoring of fund compliance.
These individual Board meetings were held during May 2007, and the proposals described in this Proxy Statement were considered and approved unanimously by those present at the May meetings. You are being asked to elect the Nominees of your Fund’s New Board. Each Nominee has consented to serve on the New Board to which he or she has been nominated if elected by shareholders. If, however, before the election, any Nominee refuses or is unable to serve, proxies may be voted for a replacement Nominee, if any, designated by the current Board Members.
The nominations of the Nominees listed below have been approved by the Board Members. Information about the Nominees of your Fund’s New Board is set forth in the sections below. Each Existing Board has determined that the number of Board Members shall be fixed at fifteen (15) for the Group A Funds and thirteen (13) for the Group B Funds.
Nominees—Board A
The Nominees for Board A, including their ages, their current position(s) with the Funds and length of time served, their principal occupations during at least the past five years, the number of funds in the Fund complex the Nominees oversee or would oversee and any public company board memberships they hold are set forth below. Unless otherwise indicated, the address of each Nominee is P.O. Box 9095, Princeton, New Jersey 08543-9095. Each Nominee was nominated by the nominating committee of the Existing Board of each respective Fund. The Nominees also considered candidates for Chairman and Vice Chairman of Board, A and Robert M. Hernandez was selected to serve as Chairman and Fred G. Weiss was selected to serve as Vice Chairman of Board A.
Richard S. Davis, Laurence D. Fink and Henry Gabbay are “interested persons” as defined in the 1940 Act by virtue of their positions with BlackRock and its affiliates described in the table below.
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Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex Overseen or To Be Overseen | Other Board Held | ||||||
Independent Nominees: | |||||||||||
James H. Bodurtha Age: 63 | Board Member of certain Funds | Since 1995 | Director, The China Business Group, Inc., since 1996 and Executive Vice President thereof from 1996 to 2003; Chairman of the Board, Berkshire Holding Corporation since 1980; Partner, Squire, Sanders & Dempsey from 1980 to 1993. | [Insert | ] | None. | |||||
Bruce R. Bond Age: 60 | Board Member of certain Funds | Since 2005 | Retired; Trustee and member of the Governance Committee, State Street Research mutual funds (“SSR Funds”) (1997–2005). | [Insert | ] | Director, Avaya, Inc. (information technology). | |||||
Donald W. Burton Age: 62 | Board Member of certain Funds | Since 2002 | General Partner of The Burton Partnership, Limited Partnership (an investment partnership) since 1979; Managing General Partner of The South Atlantic Venture Funds since 1983; Member of the Investment Advisory Council of the Florida State Board of Administration since 2001. | [Insert | ] | Director, Knology, Inc. (telecommunications); Director, Symbion, Inc. (health care); Director, Capital Southwest (financial). | |||||
Stuart E. Eizenstat Age: 60 | Board Member of certain Funds | Since 2001 | Partner and Head of International Practice, Covington & Burling (law firm) (2001-Present); Deputy Secretary of the Treasury (1999-2001); Under Secretary of State for Economic, Business and Agricultural Affairs (1997-1999); Under Secretary of Commerce for International Trade (1996-1997); U.S. Ambassador to the European Union (1993-1996). | [Insert | ] | Director, UPS Corporation; Advisory Board member, The Coca-Cola Company; Advisory Board member, Group Menatep (energy); Advisory Board member, BT Americas (information technology). | |||||
Kenneth A. Froot Age: 49 | Board Member of certain Funds | Since 2005 | Professor, Harvard University since 1992; Professor, Massachusetts Institute of Technology from 1986 to 1992. | [Insert | ] | None. | |||||
Robert M. Hernandez Age: 62 | Board Member of certain Funds | Since 1996 | Retired; Director (1991-2001), Vice Chairman and Chief Financial Officer (1994-2001), Executive Vice President-Accounting and Finance and Chief Financial Officer (1991-1994), USX Corporation (a diversified company principally engaged in energy and steel businesses). | [Insert | ] | Lead Director, ACE Limited (insurance company); Director and Chairman of the Board, RTI International Metals, Inc.; Director, Eastman Chemical Company. | |||||
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Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex Overseen or To Be Overseen | Other Board Held | ||||||
John F. O’Brien Age: 63 | Board Member of certain Funds | Since 2005 | Director of Amersco since 2006; President and Chief Executive Officer of Allmerica Financial Corporation (financial services holding company) from 1995 to 2002 and Director from 1995 to 2003; President of Allmerica Investment Management Co., Inc. (investment adviser) from 1989 to 2002, Director from 1989 to 2002 and Chairman of the Board from 1989 to 1990; President, Chief Executive Officer and Director of First Allmerica Financial Life Insurance Company from 1989 to 2002; and Director of various other Allmerica Financial companies until 2002; Director and member of the Audit Committee and the Governance and Nominating Committee from 1989 to 2006 of ABIOMED (medical device) manufacturer; Director and member of the Audit Committee and the Governance and Nominating Committee of Cabot Corporation since 1990; Director and member of the Audit Committee and Compensation Committee of LKQ Corporation since 2003; Lead Director of TJX Companies, Inc. since 2001 and member of Compensation Committee since 2005; Trustee of the Woods Hole Oceanographic Institute since 2003. | [Insert | ] | Director, Cabot Corporation (manufacturing); LKQ Corporation (auto parts manufacturing); Director, TJX Companies, Inc. (retailer). | |||||
Roberta Cooper Ramo Age: 64 | Board Member of certain Funds | Since 1999 | Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, P.A. since 1993. President, American Bar Association from 1995 to 1996 and Member of the Board of Governors thereof from 1994 to 1997; Shareholder, Poole, Kelly & Ramo, Attorneys at Law, P.C. from 1977 to 1993; Director of ECMC Group (service provider to students, schools and lenders) since 2001; Director, United New Mexico Bank (now Wells Fargo) from 1983 to 1988; Director, First National Bank of New Mexico (now Wells Fargo) from 1975 to 1976; Vice President, American Law Institute since 2004. | [Insert | ] | None. | |||||
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Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex Overseen or To Be Overseen | Other Board Held | ||||||
Jean Margo Reid Age: 61 | Board Member of certain Funds | Since 2004 | Self-employed consultant since 2001; Counsel of Alliance Capital Management (investment adviser) in 2000; General Counsel, Director and Secretary of Sanford C. Bernstein & Co., Inc. (investment adviser/broker-dealer) from 1997 to 2000; Secretary, Sanford C. Bernstein Fund, Inc. from 1994 to 2000; Director and Secretary of SCB, Inc. since 1998; Director and Secretary of SCB Partners, Inc. since 2000; and Director of Covenant House from 2001 to 2004. | [Insert | ] | None. | |||||
David H. Walsh Age: 65 | Board Member of certain Funds | Since 2003 | Director of Ruckleshaus Institute and Haub School of Natural Resources of the University of Wyoming since 2006; Consultant with Putnam Investments from 1993 to 2003, and employed in various capacities from 1973 to 1992; Director, Massachusetts Audubon Society from 1990 to 1997; Director, The National Audubon Society from 1998 to 2005; Director, The American Museum of Fly Fishing since 1997. | [Insert | ] | None. | |||||
Fred G. Weiss Age: 64 | Board Member of certain Funds | Since 1998 | Managing Director of FGW Associates since 1997; Vice President, Planning, Investment and Development of Warner Lambert Co. from 1979 to 1997; Director of Michael J. Fox Foundation for Parkinson’s Research since 2000; Director of BTG International PLC (a global technology commercialization company) since 2001. | [Insert | ] | Director, Watson Pharmaceutical, Inc. (pharmaceutical company). | |||||
Richard R. West Age: 69 | Board Member of certain Funds | Since 1988 | Professor of Finance from 1984 to 1995, Dean from 1984 to 1993 and since 1995 Dean Emeritus of New York University’s Leonard N. Stern School of Business Administration. | [Insert | ] | Director, Bowne & Co., Inc. (financial printer); Director, Vornado Realty Trust (real estate company); Director, Alexander’s, Inc. (real estate company). | |||||
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Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex Overseen or To Be Overseen | Other Board Held | ||||||
Interested Nominees: | |||||||||||
Richard S. Davis BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 60 | Board Member of certain Funds | Since 2005 | Managing Director, BlackRock, Inc. (since 2005); Chief Executive Officer, State Street Research & Management Company (2000–2005); Chairman of the Board of Trustees, SSR Funds (2000–2005); Senior Vice President, Metropolitan Life Insurance Company (1999–2000); Chairman, SSR Realty (2000–2004). | [Insert | ] | None. | |||||
Laurence D. Fink BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 60 | Board Member of certain Funds | Since 2000 | Chairman and Chief Executive Officer of BlackRock, Inc. since its formation in 1998 and of BlackRock, Inc.’s predecessor entities since 1988; Chairman of the Executive and Management Committees; formerly, Managing Director of the First Boston Corporation, Member of its Management Committee, Co-head of its Taxable Fixed Income Division and Head of its Mortgage and Real Estate Products Group; Chairman of the Board of several of BlackRock’s alternative investment vehicles; Director of several of BlackRock’s offshore funds; Member of the Board of Trustees of New York University, Chair of the Financial Affairs Committee and a member of the Executive Committee, the Ad Hoc Committee on Board Governance, and the Committee on Trustees; Co-Chairman of the NYU Hospitals Center Board of Trustees, Chairman of the Development/Trustee Stewardship Committee and Chairman of the Finance Committee; Trustee of The Boys’ Club of New York. | [Insert | ] | Director, BlackRock, Inc. | |||||
Henry Gabbay BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 59 | N/A | N/A | Consultant, BlackRock (since July 2007); Managing Director, BlackRock, Inc. (1989—June 2007); Chief Administrative Officer, BlackRock Advisors, LLC (1998-2007). | [Insert | ] | None. | |||||
| * | Indicates the earliest year in which Nominee became a Board Member for a fund in the Fund complex. |
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Joe Grills is expected to serve on the advisory board of each Group A Fund; however, Mr. Grills is not a Nominee and shareholders are not being asked to elect him to the New Board. It is anticipated that Mr. Grills will serve on the advisory boards through December 31, 2007.
Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex Overseen or To Be Overseen | Other Board Held | ||||||
Advisory Board Member: | |||||||||||
Joe Grills Age: 72 | Board Member of certain Funds | Since 1994 | Member of the Committee of Investment of Employee Benefit Assets of the Association of Financial Professionals (“CIEBA”) since 1986; Member of CIEBA’s Executive Committee since 1988 and its Chairman from 1991 to 1992; Assistant Treasurer of International Business Machines Corporation (“IBM”) and Chief Investment Officer of IBM Retirement Funds from 1986 to 1993; Member of the Investment Advisory Committee of the State of New York Common Retirement Fund from 1989 to 2006; Member of the Investment Advisory Committee of the Howard Hughes Medical Institute from 1997 to 2000; Director, Duke University Management Company from 1992 to 2004, Vice Chairman thereof from 1998 to 2004, and Director Emeritus since 2004; Director, LaSalle Street Fund from 1995 to 2001; Director, Kimco Realty Corporation since 1997; Member of the Investment Advisory Committee of the Virginia Retirement System since 1998, Vice Chairman thereof from 2002 to 2005, and Chairman thereof since 2005; Director, Montpelier Foundation since 1998, its Vice Chairman from 2000 to 2006, and Chairman, thereof, since 2006; Member of the Investment Committee of the Woodberry Forest School since 2000; Member of the Investment Committee of the National Trust for Historic Preservation since 2000. | [Insert | ] | Director, Kimco Realty Corporation. | |||||
| * | Indicates the earliest year in which Advisory Board Member became a Board Member for a fund in the Fund complex. |
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Nominees—Board B
The Nominees for Board B, including their ages, their principal occupations during at least the past five years, their current position(s) with the Funds and length of time served, the number of funds in the Fund complex the Nominees oversee or would oversee and any public company board memberships they hold are set forth below. Unless otherwise indicated, the address of each Nominee is P.O. Box 9095, Princeton, New Jersey 08543-9095. Each Nominee was nominated by the nominating committee of the Existing Board of each respective Fund. The Nominees also considered candidates for Chairman of Board B, and Rodney D. Johnson and Ronald W. Forbes were each selected to serve as Co-Chairs of Board B.
Richard S. Davis and Henry Gabbay are “interested persons” as defined in the 1940 Act by virtue of their positions with BlackRock and its affiliates described in the table below.
Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex To Be Overseen | Other Board | ||||||
Independent Nominees: | |||||||||||
David O. Beim Age: 66 | Board Member of certain Funds | Since 1998 | Professor of Finance and Economics at the Columbia University Graduate School of Business since 1991; Chairman of Outward Bound USA from 1997 to 2001; Chairman of Wave Hill, Inc. from 1990 to 2006; Trustee of Phillips Exeter Academy since 2002. | [Insert | ] | None. | |||||
Ronald W. Forbes Age: 66 | Board Member of certain Funds | Since 1990 | Professor Emeritus of Finance, School of Business, State University of New York at Albany since 2000 and Professor thereof from 1989 to 2000; International Consultant, Urban Institute, Washington, D.C. from 1995 to 1999. | [Insert | ] | None. | |||||
Dr. Matina Horner Age: 67 | Board Member of certain Funds | Since 2004 | Retired; Executive Vice President of Teachers Insurance and Annuity Association and College Retirement Equities Fund (TIAA-CREF) (1989-2003). | [Insert | ] | Member and Former Chair of the Board of the Massachusetts General Hospital Institute of Health Professions; Member and Former Chair of the Board of the Greenwall Foundation; Trustee, Century Foundation (formerly The Twentieth Century Fund); Director and Chair of the Audit Committee, N STAR (formerly called Boston Edison); Director, The Neiman Marcus Group; Honorary Trustee, Massachusetts General Hospital Corporation. | |||||
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Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex To Be Overseen | Other Board | ||||||
Rodney D. Johnson Age: 65 | N/A | N/A | President, Fairmount Capital Advisors, Inc.; Director, Fox Chase Cancer Center; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia. | [Insert | ] | None. | |||||
Herbert I. London Age: 68 | Board Member of certain Funds | Since 1987 | Professor Emeritus, New York University since 2005; John M. Olin Professor of Humanities, New York University from 1993 to 2005; and Professor thereof from 1980 to 2005; President, Hudson Institute since 1997 and Trustee thereof since 1980; Dean, Gallatin Division of New York University from 1976 to 1993; Distinguished Fellow, Herman Kahn Chair, Hudson Institute from 1984 to 1985; Chairman of the Board of Directors of Vigilant Research, Inc. since 2006; Member of the Board of Directors for Grantham University since 2006; Director of AIMS since 2006; Director of Reflex Security since 2006; Director of InnoCentive, Inc. since 2006; Director of Cerego, LLC since 2005; Director, Damon Corporation from 1991 to 1995; Overseer, Center for Naval Analyses from 1983 to 1993. | [Insert | ] | None. | |||||
Cynthia A. Montgomery Age: 54 | Board Member of certain Funds | Since 1994 | Professor, Harvard Business School since 1989; Associate Professor, J.L. Kellogg Graduate School of Management, Northwestern University from 1985 to 1989; Associate Professor, Graduate School of Business Administration, University of Michigan from 1979 to 1985; Director, Harvard Business School Publishing since 2005; Director, McLean Hospital since 2005. | [Insert | ] | Director, Newell Rubbermaid, Inc. (manufacturing). | |||||
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Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex To Be Overseen | Other Board | ||||||
Joseph P. Platt, Jr. Age: 59 | N/A | N/A | Partner, Amarna Corporation, LLC (private investment company); Chairman of the Board, Restaurant Insurance Holding; Director, Jones & Brown (Canadian insurance broker); Director, Greenlight Re (reinsurance company); Partner, Amarna Financial (private investment company); Former Director and Executive Vice President, Johnson and Higgins. | [Insert | ] | None. | |||||
Robert C. Robb, Jr. Age: 61 | N/A | N/A | Partner, Lewis, Eckert, Robb & Company (management and financial consulting firm); former Trustee, EQK Realty Investors; former Director, Tamaqua Cable Products Company; former Director, Brynwood Partners; former Director, PNC Bank; former Director, Brinks, Inc. | [Insert | ] | None. | |||||
Toby Rosenblatt Age: 68 | Board Member of certain Funds | Since 2005 | President (since 1999) and Vice President - General Partner (since 1990), Founders Investments Ltd. (private investments); Trustee, SSR Funds (1990-2005); Trustee, Metropolitan Series Fund, Inc. (2001-2005). | [Insert | ] | Director, A.P. Pharma, Inc.; Trustee, The James Irvine Foundation (since 1997). | |||||
Kenneth L. Urish Age: 56 | N/A | N/A | Managing Partner, Urish Popeck & Co. LLC (certified public accountants and consultants); External Advisory Board, The Pennsylvania State University Accounting Department; Trustee, The Holy Family Foundation; AlphaSource Procurement Systems, LP.; Director, Inter-Tel; President and Trustee, Pittsburgh Catholic Publishing Associates. | [Insert | ] | None. | |||||
Frederick W. Winter Age: 62 | N/A | N/A | Professor and Dean Emeritus (2005-present) and Dean (1997-2005), Joseph M. Katz School of Business – University of Pittsburgh. | [Insert | ] | Director, Alkon Corporation (1992-present); Director, Indotronix International (2004-present); Director, Tippman Sports (2005- present). | |||||
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Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex To Be Overseen | Other Board | ||||||
Interested Nominees: | |||||||||||
Richard S. Davis BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 60 | Board Member of certain Funds | Since 2005 | Managing Director, BlackRock, Inc. (since 2005); Chief Executive Officer, State Street Research & Management Company (2000–2005); Chairman of the Board of Trustees, SSR Funds (2000–2005); Senior Vice President, Metropolitan Life Insurance Company (1999–2000); Chairman, SSR Realty (2000–2004). | [Insert | ] | None. | |||||
Henry Gabbay BlackRock, Inc. 40 E. 52nd Street New York, NY 10022 Age: 59 | N/A | N/A | Consultant, BlackRock (since July 2007); Managing Director, BlackRock, Inc. (1989-June 2007); Chief Administrative Officer, BlackRock Advisors, LLC (1998-2007). | [Insert | ] | None. | |||||
| * | Indicates the earliest year in which Nominee became a Board Member for a fund in the Fund complex. |
David R. Wilmerding, Jr. is expected to serve on the advisory board of each Group B Fund; however, Mr. Wilmerding Jr. is not a Nominee and shareholders are not being asked to elect him to the New Board. It is anticipated that Mr. Wilmerding will serve on the advisory boards through December 31, 2007.
Name and Age | Current | Length of Time Served* | Principal Occupation(s) | Number of Funds in Fund Complex To Be Overseen | Other Board | ||||||
Advisory Board Member: | |||||||||||
David R. Wilmerding, Jr. Age: 71 | Board Member of certain Funds | Since 1996 | Retired; Chairman, Wilmerding & Associates, Inc. (investment advisers) (until 2006); Chairman, Coho Partners, Ltd. (investment advisers) (2003-2006). | [Insert | ] | Director, Beaver Management Corporation (land management corporation); Managing General Partner, Chestnut Street Exchange Fund, Chairman since 2006; Director, Peoples First, Inc. (bank holding Company) (2001-2004). | |||||
| * | Indicates the earliest year in which Advisory Board Member became a Board Member for a fund in the Fund complex. |
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General Information Regarding the Boards
Compensation: Information relating to compensation paid to Independent Board Members of the Existing Boards for each Fund’s most recent fiscal year is set forth inAppendix C. No compensation information is shown for Board Members whose term of office will not continue, for certain Funds identified inAppendix C, after November 1, 2007.
Equity Securities Owned by the Nominees: Information relating to the amount of equity securities owned by the Nominees in the Funds that they oversee or are nominated to oversee, as well as other funds in the Fund complex, as of March 31, 2007 is set forth inAppendix D.
Attendance of Board Members at Shareholder Meetings: No Registrant has a policy with regard to attendance of Board Members at shareholder meetings.
Board Meetings: Information relating to the number of times that the Existing Boards on which the Board Members served met during the most recent fiscal year is set forth inAppendix E.
Standing Committees of the Existing Boards: Information relating to the various standing committees of the Existing Boards is set forth inAppendix F.
Officers of the Funds
Information about the officers of each Fund, including their ages and their principal occupations during the past five years, is set forth inAppendix H.
Indemnification of Board Members and Officers
The governing documents of each Registrant generally provide that, to the extent permitted by applicable law, the Registrant will indemnify its Board Members and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Registrant, unless, as to liability to the Registrant or its investors, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices. The Registrants organized under Massachusetts law generally prohibit indemnification where it is finally adjudicated that those seeking indemnification did not act in good faith in the reasonable belief that their actions were in the best interests of the Massachusetts Trust. For Registrants incorporated under Maryland law, indemnification is not permitted in the case of actions or omissions committed in bad faith or as a result of active and deliberate dishonesty, which are material to the matter giving rise to the proceeding, or with respect to which an improper personal benefit in money, property or services was received or, in the case of a criminal proceeding, committed with reasonable cause to believe that the action or omission was unlawful. Indemnification provisions contained in a Registrant’s governing documents are subject to any limitations imposed by applicable law.
The funds in the Fund complex have also entered into a separate indemnification agreement with the Board Members of each Board (the “Indemnification Agreement”). The Indemnification Agreement (i) extends the indemnification provisions contained in a fund’s governing documents to Board Members who leave that fund’s Board and serve on an advisory board of a different fund in
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the Fund complex; (ii) sets in place the terms of the indemnification provisions of a fund’s governing documents once a Board Member retires from a Board and (iii) in the case of Board Members who leave a Board of a fund in connection with the Board consolidation contemplated by this Joint Proxy Statement, clarifies that that fund continues to indemnify the Board Member for claims arising out of his or her past service to that fund.
Certain Legal Proceedings
[insert if applicable]
Your Existing Board recommends that you vote “FOR” the election of each of the Nominees to Board A or Board B, as applicable.
PROPOSAL 2—TO CHANGE THE INVESTMENT OBJECTIVE
OF EACH OF BLACKROCK BOND FUND AND MASTER BOND PORTFOLIO
The prospectus of BlackRock Bond Fund (“Bond Fund”), a series of BlackRock Bond Fund, Inc., states that the primary objective of Bond Fund is to provide shareholders with as high a level of current income as is consistent with the investment policies of Bond Fund. As a secondary objective, Bond Fund seeks capital appreciation when consistent with its primary objective.
Bond Fund is organized in a “master/feeder” structure and is a feeder fund that invests all of its assets in the Master Bond Portfolio, a series of Master Bond LLC, that has the same investment objective and strategies as Bond Fund.
The Existing Board of BlackRock Bond Fund, Inc. and the Existing Board of Master Bond LLC are proposing that Bond Fund and Master Bond Portfolio each amend its investment objective from the objective as stated above to the following:to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The Lehman Brothers U.S. Aggregate Index is currently the benchmark index of Bond Fund and Master Bond Portfolio and is a widely recognized unmanaged market-weighted index, comprised of investment-grade corporate bonds rated BBB or better, mortgages and U.S. Treasury and Government agency issues with at least one year to maturity. The investment objective of each of Bond Fund and Master Bond Portfolio will remain a fundamental policy that may be changed only by shareholder vote. If the amended investment objective is approved by shareholders, Bond Fund will change its name from “BlackRock Bond Fund” to “BlackRock Total Return Fund.”
The investment objective of Total Return is to realize a total return that exceeds that of the Lehman Brothers U.S. Aggregate Index. The investment objective of Master Bond Portfolio and Bond Fund is to seek, as a primary objective, to provide shareholders with as high a level of current income as is consistent with the investment policies and, as a secondary objective, to seek capital appreciation when consistent with its primary objective. The principal risks of investing in Bond Fund and Master Bond Portfolio will not be changed in any material respect by this change in investment objective. The change in investment objective, however, may provide the portfolio management team with greater flexibility in managing the portfolio.
Shareholders are being asked to approve a change in the investment objective of Bond Fund and Master Bond Portfolio in connection with a proposed tax-free reorganization in which Bond Fund will acquire all of the assets of BlackRock Total Return Portfolio (“Total Return”), a portfolio of BlackRock Funds II, in exchange for shares of common stock of Bond Fund and the assumption by Bond Fund of certain stated liabilities of Total Return (the “Reorganization”). As is currently the case with for Bond Fund, the combined fund will invest all of its assets in the Master Bond Portfolio as part of a feeder fund in a master/feeder structure. After completion of the
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Reorganization, the Master Bond Portfolio is expected to be managed by the portfolio management team that includes members that have managed Total Return during its entire operating history and in the same manner as Total Return is currently managed. The portfolio management team has also managed Master Bond Portfolio since October 2006. Shareholders of Total Return are being asked to consider and approve the proposed Reorganization. Shareholders of Bond Fund and Master Bond Portfolio are not required, and are not being asked, to vote on the Reorganization. If shareholders do not approve this change in investment objective, the Reorganization will not be consummated as contemplated.
If the proposed change in the investment objective of Bond Fund and Master Bond Portfolio is approved by shareholders at the Meeting, the prospectus and statement of additional information of BlackRock Bond Fund Inc. and Master Bond LLC will be revised, as appropriate, to reflect this change to the fundamental investment objective.
The shareholders of Bond Fund will also vote on the change in the investment objective of Master Bond Portfolio.
The Existing Board of BlackRock Bond Fund, Inc. and the Existing Board of Master Bond LLC recommend that the shareholders of Bond Fund and Master Bond Portfolio vote FOR the proposed change in the fundamental investment objective.
VOTE REQUIRED AND MANNER OF VOTING PROXIES
A quorum of shareholders is required to take action at each Meeting. The quorum requirement for each Fund is set forth inAppendix B. For all Funds that are organized as a series of a Registrant, a quorum of the shareholders of the Registrant as a whole is required in order to take any action at the Meeting with respect to Proposal 1 as it applies to the particular Registrant, and a quorum of the Bond Fund and Master Bond Portfolio, respectively, is required to take any action at the Meeting with respect to Proposal 2.
The shareholders of each Fund organized as a feeder fund in a master/feeder structure (identified in Appendix A) in which such Fund invests all or substantially all of its assets in a corresponding master Fund or series of a corresponding master Fund will also vote on Proposal 1 with respect to the election of the Nominees to the Board of their corresponding master Fund. The shareholders of Bond Fund will also vote on Proposal 2 with respect to the change in the investment objective of Master Bond Portfolio.
Votes cast by proxy or in person at each Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election, who may be employees of BlackRock, will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.
If you hold your shares directly (not through a broker-dealer, bank or other financial institution, or variable annuity contract or variable life insurance policy) and if you return a properly executed proxy card that does not specify how you wish to vote on a proposal, your shares will be voted “FOR” the Nominees in Proposal 1.
Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposal 1 and Proposal 2 before the Meeting. The Funds understand that such
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broker-dealer firms may, without instructions from their customers and clients, grant authority to the proxies designated to vote on the election of Nominees in Proposal 1 if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Broker-dealer firms will not be permitted voting authority with respect to which no instructions have been received in connection with the change in investment objectives in Proposal 2. A properly executed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of the proposal. Beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of Proposals 1 and 2.
If you hold shares of a Fund through a bank or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your shares. At the Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a proposal may be deemed to authorize a service provider to vote such shares in favor of the proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”
Shares of certain Group A Funds are offered to variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies. Shares of such Funds are held by the variable annuity contracts and variable life insurance products offered by the separate accounts of participating life insurance companies. However, in accordance with current law and interpretations thereof, participating insurance companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of variable annuity contracts and variable life insurance policies. A signed proxy card or other authorization by a holder that does not specify how the holder’s shares should be voted on the proposal may be deemed an instruction to vote such shares in favor of the applicable proposal. Those persons who have a voting interest as of the close of business on June 25, 2007 will be entitled to submit instructions to their participating insurance company. Each participating insurance company will vote such Fund shares held in separate accounts for which no timely instructions are received from the holders of variable annuity contracts and variable life insurance policies, as well as shares it owns, in the same proportion as those shares for which such insurance company receives voting instructions. For purposes of this Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in a Fund) also includes holders of variable annuity contracts and variable life insurance policies.
If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, or if you hold shares through a variable annuity contract or a variable life insurance policy, and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer, service agent or participating insurance company specific instructions as to how you want your shares to be voted.
Proposal 1(a) and 1(b):
| • | The vote requirement for each Fund to elect Nominees is set forth inAppendix B. |
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| • | The votes of each Fund that are series of the same Registrant will be counted together with respect to the election of the Nominees to the New Board of that Registrant and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Registrant. |
| • | The shareholders of each feeder Fund (identified in Appendix A) will also vote on Proposal 1 with respect to the election of the Nominees to the New Board of their corresponding master Fund or series of the corresponding master Fund. |
Proposal 2:
| • | Approval by each of Bond Fund and Master Bond Portfolio will require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, as defined under the 1940 Act. The 1940 Act defines such vote as the lesser of (i) 67% or more of the total number of shares of all classes of a fund present or represented by proxy at the Meeting, voting together as a single class, if holders of more than 50% of the outstanding shares of all classes, taken as a single class, are present or represented by proxy at the Meeting; or (ii) more than 50% of the total number of outstanding shares of all classes of such fund, voting together as a single class. |
| • | The shareholders of Bond Fund will also vote on Proposal 2 with respect to the approval to change the investment objective of its corresponding master Fund, Master Bond Portfolio. |
Approval of the proposals will occur only if a sufficient number of votes at the Meeting are cast “FOR” the proposal. Abstentions and broker non-votes will not be counted as votes cast and therefore, abstentions and broker non-votes will have the same effect as a vote against Proposal 1 for Funds which require a majority of the outstanding shares present, in person or by proxy, and a vote against Proposal 2. However, abstentions and broker non-votes will not have an effect on Proposal 1 for Funds that require a plurality or majority of votes cast.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
The Board Members, including a majority of the Independent Board Members, of each Fund have selected Deloitte & Touche LLP (“D&T”) as the independent registered public accounting firm for the Funds. D&T, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), has confirmed to each applicable Audit Committee that it is an independent registered public accounting firm with respect to each Fund.
Ernst & Young LLP (“E&Y”) served as the independent registered public accounting firm of certain Funds* for fiscal years prior to June 30, 2006. Each affected Fund’s Audit Committee approved the engagement of D&T as the Fund’s independent registered public accounting firm for the Fund’s most recently completed fiscal year, as well as for the current fiscal year. A majority of the Fund’s Board Members, including a majority of the Independent Board Members, approved the appointment of D&T.
The reports of E&Y on each applicable Fund’s financial statements for each of the last two fiscal years audited by E&Y contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. There have been no
| * | E&Y served as the independent registered public accounting firm of various Funds identified inAppendix A. |
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disagreements with E&Y during such fiscal years and any subsequent interim period on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of E&Y, would have caused them to make reference thereto in their reports on the financial statements for such years.
No representatives of D&T or E&Y will be present at the Meetings.
Appendix I sets forth for each Fund, for each applicable Fund’s two most recent fiscal years, the fees billed by that Fund’s independent registered public accounting firm for all audit and non-audit services provided directly to the Fund. The fee information inAppendix I is presented under the following captions:
(a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.
(b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.
(c) Tax Fees—fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.
(d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”
The charter of each Audit Committee requires that the Audit Committee approve (a) all audit and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the investment adviser and any service providers controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Fund (“Affiliated Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Committee. SeeAppendix I to this Joint Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s independent registered public accounting firm.
The Audit Committee of each Fund has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to a Fund on an annual basis require specific pre-approval by the Fund’s Audit Committee. As noted above, the Audit Committee also must approve other non-audit services provided to a Fund and those non-audit services provided to the Fund’s Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Certain of these non-audit services that the Audit Committee believes are (a) consistent with the Commission’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent registered public accounting firm may be approved by the Audit Committee without consideration on a specific case-by-case basis (“general pre-approval”). However, for certain Funds such services will only be deemed pre-approved provided that any individual project does not exceed $5,000 attributable to the Fund or $50,000 for the project as a whole. Any proposed services exceeding the pre-approved cost levels for those Funds will require specific pre-approval by the Audit Committee of those Funds, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Audit Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting.
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For each Fund’s two most recent fiscal years, there were no services rendered by D&T or E&Y to the Funds for which the pre-approval requirement was waived.
Each Audit Committee has considered whether the provision of non-audit services that were rendered by D&T or E&Y to BlackRock Advisors and Affiliated Service Providers that were not pre-approved (not requiring pre-approval) is compatible with maintaining such auditor’s independence. All services provided by D&T or E&Y to each Fund, BlackRock Advisors or Affiliated Service Providers that were required to be pre-approved were pre-approved as required.
5% Share Ownership
As of June 8, 2007, to the best of the Funds’ knowledge, the persons listed inAppendix J owned of record the amounts indicated.
Submission of Shareholder Proposals
The open-end Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be included in a proxy statement for a future meeting of shareholders of a Fund must be received at the offices of the Fund, 40 East 52nd Street, New York, New York 10022-5911, at a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement. The persons named as proxies in future proxy materials of a Fund may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of such proposal has not been received by that Fund a reasonable period of time before the Board Members’ solicitation relating to such meeting is made.
Shareholder Communications
Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary, 40 East 52nd Street, New York, New York 10022-5911. The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the chair of the nominating and governance committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.
Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Fund’s Chief Compliance Officer (“CCO”), [address]. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.
Expense of Proxy Solicitation
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Joint Proxy Statement and costs in connection with the solicitation of proxies will be shared equally by BlackRock and the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Joint Proxy Statement, also will be shared equally between BlackRock and the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of their respective net assets, except when direct costs can be reasonably attributed to one or more specific Funds.
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Solicitation may be made by letter or telephone by officers or employees of BlackRock Advisors, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds and BlackRock will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Joint Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. In addition, the Funds and BlackRock have retained Broadridge Financial Solutions, Inc. (“Broadridge”), 51 Mercedes Way, Edgewood, New York 11717, a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Broadridge will be paid approximately $4,749,062 for such solicitation services (including reimbursements of out-of-pocket expenses), to be shared equally by BlackRock and the Funds. Broadridge may solicit proxies personally and by telephone. Each Fund’s portion of the foregoing expenses is not subject to any cap or voluntary agreement to waive fees and/or reimburse expenses that may otherwise apply to that Fund.
Fiscal Year
The fiscal year end of each Fund is as set forth inAppendix I.
Privacy Principles of the Funds
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, Clients) and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal nonpublic information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our Web sites.
BlackRock does not sell or disclose to nonaffiliated third parties any nonpublic personal information about its Clients, except as permitted by law or as is necessary to service Client accounts. These nonaffiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to nonpublic personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the nonpublic personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
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General
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meetings. However, if other matters are properly presented to the Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at the Meeting will be available at the offices of the Funds, 40 East 52nd Street, New York, New York 10022-5911, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting.
Failure of a quorum to be present at any Meeting will necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of any Meeting to permit further solicitation of proxies with respect to the proposals if they determine that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in person or by proxy and entitled to vote at the time of the Meeting to be adjourned. Any adjourned Meeting or Meetings may be held without the necessity of another notice. The persons named as proxies will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable and in the best interests of the Fund’s shareholders. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be treated as shares that are present at the Meeting.
Please vote promptly by signing and dating each enclosed proxy card, if received by mail, and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or over the Internet.
By Order of the Boards of Directors/Trustees
Brian P. Kindelan
Secretary of certain Funds
and
Alice A. Pellegrino
Secretary of certain Funds
[Date]
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Appendix A
CORPORATIONS, TRUSTS, LLCS AND SERIES
Registrant (Term may be | Form of Organization | Series | Term may be used in this | Date of | ||||
BlackRock Funds II | Massachusetts Business Trust | Total Return Portfolio | Total Return | September 7, 2007 | ||||
| Total Return Portfolio II | Total Return II | September 7, 2007 | ||||||
| Delaware Municipal Bond Portfolio | DE Municipal | September 7, 2007 | ||||||
| Enhanced Income Portfolio | Enhanced Income | September 7, 2007 | ||||||
| AMT-Free Municipal Bond Portfolio | AMT-Free Portfolio | September 7, 2007 | ||||||
| GNMA Portfolio | GNMA Portfolio | September 7, 2007 | ||||||
| Government Income Portfolio | Gov’t Income Portfolio | September 7, 2007 | ||||||
| High Yield Bond Portfolio | High Yield Bond Portfolio | September 7, 2007 | ||||||
| Intermediate Bond Portfolio II | Intermediate Bond II | September 7, 2007 | ||||||
| Prepared Portfolio 2010 | PP2010 | September 7, 2007 | ||||||
| Prepared Portfolio 2015 | PP2015 | September 7, 2007 | ||||||
| Prepared Portfolio 2020 | PP2020 | September 7, 2007 | ||||||
| Prepared Portfolio 2025 | PP2025 | September 7, 2007 | ||||||
| Prepared Portfolio 2030 | PP2030 | September 7, 2007 | ||||||
| Prepared Portfolio 2035 | PP2035 | September 7, 2007 | ||||||
| Prepared Portfolio 2040 | PP2040 | September 7, 2007 | ||||||
| Prepared Portfolio 2045 | PP2045 | September 7, 2007 | ||||||
| Prepared Portfolio 2050 | PP2050 | September 7, 2007 | ||||||
| Intermediate Government Bond Portfolio | Intermediate Gov’t Bond | September 7, 2007 | ||||||
| International Bond Portfolio | Int’l Bond Portfolio | September 7, 2007 | ||||||
| Inflation Protected Bond Portfolio | Inflation Protected | September 7, 2007 | ||||||
| Kentucky Municipal Bond Portfolio | KY Municipal | September 7, 2007 | ||||||
| Low Duration Bond Portfolio | Low Duration Portfolio | September 7, 2007 | ||||||
| Managed Income Portfolio | Managed Income | September 7, 2007 | ||||||
| Ohio Municipal Bond Portfolio | OH Municipal | September 7, 2007 | ||||||
| BlackRock Strategic Portfolio I | Strategic Portfolio I | September 7, 2007 | ||||||
| Conservative Prepared Portfolio | Conservative Prepared | September 7, 2007 | ||||||
| Moderate Prepared Portfolio | Moderate Prepared | September 7, 2007 | ||||||
| Growth Prepared Portfolio | Growth Prepared | September 7, 2007 | ||||||
| Aggressive Growth Prepared Portfolio | Aggressive Growth Prepared | September 7, 2007 | ||||||
BlackRock Bond Allocation Target Shares (BATS) | Delaware Statutory Trust | Series C Portfolio Series M Portfolio Series S Portfolio | Bond Allocation—C Bond Allocation—M Bond Allocation—S | September 7, 2007 September 7, 2007 September 7, 2007 | ||||
BlackRock Variable Series Funds, Inc. (BR Variable Series Funds) | Maryland Corporation | BlackRock Balanced Capital V.I. Fund | Balanced Capital V.I. | August 23, 2007 | ||||
| BlackRock Basic Value V.I. Fund | Basic Value V.I. | August 23, 2007 | ||||||
| BlackRock Bond V.I. Fund | Bond V.I. | August 23, 2007 | ||||||
| BlackRock Fundamental Growth V.I. Fund | Fundamental Growth V.I. | August 23, 2007 | ||||||
| BlackRock Global Growth V.I. Fund | Global Growth V.I. | August 23, 2007 |
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Registrant (Term may be | Form of Organization | Series | Term may be used in this | Date of | ||||
| BlackRock S&P 500 Index V.I. Fund | S&P 500 Index V.I. | August 23, 2007 | ||||||
| BlackRock Large Cap Core V.I. Fund | Large Cap Core V.I. | August 23, 2007 | ||||||
| BlackRock Large Cap Growth V.I. Fund | Large Cap Growth V.I. | August 23, 2007 | ||||||
| BlackRock Large Cap Value V.I. Fund | Large Cap Value V.I. | August 23, 2007 | ||||||
| BlackRock Global Allocation V.I. Fund | Global Allocation V.I. | August 23, 2007 | ||||||
| BlackRock Utilities and Telecommunications V.I. Fund | Utilities & Telecoms V.I. | August 23, 2007 | ||||||
| BlackRock Value Opportunities V.I. Fund | Value Opportunities V.I. | August 23, 2007 | ||||||
| BlackRock International Value V.I. Fund | Int’l Value V.I. | August 23, 2007 | ||||||
| BlackRock Government Income V.I. Fund | Gov’t Income V.I. | August 23, 2007 | ||||||
| BlackRock High Income V.I. Fund | High Income V.I. | August 23, 2007 | ||||||
| BlackRock Money Market V.I. Fund | Money Market V.I. | August 23, 2007 | ||||||
BlackRock Series Fund, Inc. (BR Series Fund) | Maryland Corporation | BlackRock Balanced Capital Portfolio BlackRock Bond Portfolio | Balanced Capital Portfolio Bond Portfolio | August 23, 2007 | ||||
| BlackRock Fundamental Growth Portfolio | Fundamental Growth Portfolio | August 23, 2007 | ||||||
| BlackRock Global Allocation Portfolio | Global Allocation Portfolio | August 23, 2007 | ||||||
| BlackRock Government Income Portfolio | Gov’t Income Portfolio | August 23, 2007 | ||||||
| BlackRock High Income Portfolio | High Income Portfolio | August 23, 2007 | ||||||
| BlackRock Money Market Portfolio | Money Market Portfolio | August 23, 2007 | ||||||
| BlackRock Large Cap Core Portfolio | Large Cap Core Portfolio | August 23, 2007 | ||||||
Master Value Opportunities LLC | Delaware Limited Liability Company | — | Master Value Opportunities | September 7, 2007 | ||||
BlackRock Value Opportunities Fund, Inc. | Maryland Corporation | — | Value Opportunities | September 7, 2007 | ||||
Master Basic Value LLC | Delaware Limited Liability Company | — | Master Basic Value | September 7, 2007 | ||||
BlackRock Basic Value Fund, Inc. | Maryland Corporation | — | Basic Value | September 7, 2007 | ||||
Master Focus Twenty LLC | Delaware Limited Liability Company | — | Master Focus Twenty | September 7, 2007 | ||||
BlackRock Focus Twenty Fund, Inc. | Maryland Corporation | — | Focus Twenty | September 7, 2007 | ||||
BlackRock Natural Resources Trust | Massachusetts Business Trust | — | Natural Resources | August 23, 2007 | ||||
BlackRock Global Growth Fund, Inc. | Maryland Corporation | — | Global Growth | September 7, 2007 | ||||
BlackRock Balanced Capital Fund, Inc. | Maryland Corporation | — | Balanced Capital Fund | September 7, 2007 | ||||
BlackRock Global SmallCap Fund, Inc. | Maryland Corporation | — | Global SmallCap | September 7, 2007 | ||||
Master Bond LLC (Master Bond) | Delaware Limited Liability Company | Master Bond Portfolio | Master Bond | September 7, 2007 |
A-2
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Registrant (Term may be | Form of Organization | Series | Term may be used in this | Date of | ||||
BlackRock Bond Fund, Inc. (BR Bond Fund) | Maryland Corporation | BlackRock Bond Fund BlackRock High Income Fund | Bond Fund High Income Fund | September 7, 2007 September 7, 2007 | ||||
BlackRock Municipal Bond Fund, Inc. (BR Municipal Bond) | Maryland Corporation | BlackRock Municipal Insured Fund BlackRock National Municipal Fund | Municipal Insured National Municipal | September 7, 2007 September 7, 2007 | ||||
| BlackRock Short-Term Municipal Fund | Short-Term Municipal | September 7, 2007 | ||||||
| BlackRock High Yield Municipal Fund | High Yield Municipal | September 7, 2007 | ||||||
BlackRock Equity Dividend Fund | Massachusetts Business Trust | — | Equity Dividend | August 23, 2007 | ||||
BlackRock Global Allocation Fund, Inc. | Maryland Corporation | — | Global Allocation Fund | September 7, 2007 | ||||
BlackRock EuroFund | Massachusetts Business Trust | — | Euro Fund | August 23, 2007 | ||||
BlackRock Global Dynamic Equity Fund | Delaware Statutory Trust | — | Global Dynamic Equity | September 7, 2007 | ||||
BlackRock Utilities and Telecommunications Fund, Inc. | Maryland Corporation | — | Utilities & Telecoms Fund | September 7, 2007 | ||||
BlackRock Mid Cap Value Opportunities Series, Inc. (BR Mid Cap Value Opportunities) | Maryland Corporation | BlackRock Mid Cap Value Opportunities Fund | Mid Cap Value Opportunities | September 7, 2007 | ||||
BlackRock Municipal Series Trust (BR Municipal Series) | Massachusetts Business Trust | BlackRock Intermediate Municipal Fund | Intermediate Municipal | August 23, 2007 | ||||
Managed Account Series (MAS) | Delaware Statutory Trust | High Income Portfolio | MAS High Income | September 7, 2007 | ||||
| US Mortgage Portfolio | MAS US Mortgage | September 7, 2007 | ||||||
| Global SmallCap Portfolio | MAS Global SmallCap | September 7, 2007 | ||||||
| Mid Cap Value Opportunities Portfolio | MAS Mid Cap Value | September 7, 2007 | ||||||
BlackRock Focus Value Fund, Inc. | Maryland Corporation | — | Focus Value | September 7, 2007 | ||||
BlackRock Fundamental Growth Fund, Inc. | Maryland Corporation | — | Fundamental Growth Fund | September 7, 2007 | ||||
BlackRock World Income Fund, Inc. | Maryland Corporation | — | World Income | September 7, 2007 | ||||
The GNMA Fund Investment Accumulation Program, Inc. | Maryland Corporation | — | GNMA IAP | August 23, 2007 | ||||
Master Commodity Strategies LLC | Delaware Limited Liability Company | — | Master Commodity Strategies | September 7, 2007 | ||||
BlackRock Commodity Strategies Fund | Delaware Statutory Trust | — | Commodity Strategies | September 7, 2007 |
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Registrant (Term may be | Form of Organization | Series | Term may be used in this | Date of | ||||
Short-Term Bond Master LLC (Short-Term Master) | Delaware Limited Liability Company | Short-Term Bond Master Portfolio | Short-Term Bond Master | September 7, 2007 | ||||
BlackRock Short-Term Bond Series, Inc. (BR Short-Term Bond) | Maryland Corporation | BlackRock Short-Term Bond Fund | Short-Term Bond | September 7, 2007 | ||||
FDP Series, Inc. (FDP Series) | Maryland Corporation | Franklin Templeton Total Return FDP Fund Marsico Growth FDP Fund | Total Return FDP Growth FDP | September 7, 2007 September 7, 2007 | ||||
| MFS Research International FDP Fund | Research Int’l FDP | September 7, 2007 | ||||||
| Van Kampen Value FDP Fund | Value FDP | September 7, 2007 | ||||||
BlackRock Principal Protected Trust (BR PPT) | Delaware Statutory Trust | BlackRock Fundamental Growth Principal Protected Fund | Fundamental Growth PPF | September 7, 2007 | ||||
| BlackRock Basic Value Principal Protected Fund | Basic Value PPF | September 7, 2007 | ||||||
| BlackRock Core Principal Protected Fund | Core PPF | September 7, 2007 | ||||||
BlackRock California Municipal Series Trust (BR CA Municipal) | Massachusetts Business Trust | BlackRock California Insured Municipal Bond Fund | CA Insured | August 23, 2007 | ||||
BlackRock Multi-State Municipal Series Trust (BR Multi-State) | Massachusetts Business Trust | BlackRock Florida Municipal Bond Fund BlackRock New Jersey Municipal Bond Fund | FL Municipal NJ Municipal | August 23, 2007 August 23, 2007 | ||||
| BlackRock Pennsylvania Municipal Bond Fund | PA Municipal | August 23, 2007 | ||||||
| BlackRock New York Municipal Bond Fund | NY Municipal | August 23, 2007 | ||||||
BlackRock International Value Trust (BR Int’t Value) | Massachusetts Business Trust | BlackRock International Value Fund | Int’l Value | August 23, 2007 | ||||
BlackRock FundsSM | Massachusetts Business Trust | Asset Allocation Portfolio All-Cap Global Resources Portfolio | Asset Allocation All-Cap Global Resources | September 7, 2007 September 7, 2007 | ||||
| Aurora Portfolio | Aurora | September 7, 2007 | ||||||
| Investment Trust | Investment Trust | September 7, 2007 | ||||||
| Exchange Portfolio | Exchange Portfolio | September 7, 2007 | ||||||
| Global Opportunities Portfolio | Global Opportunities Portfolio | September 7, 2007 | ||||||
| Global Resources Portfolio | Global Resources Portfolio | September 7, 2007 | ||||||
| Global Science & Technology Opportunities Portfolio | Science & Tech Opportunities | September 7, 2007 | ||||||
| Health Sciences Opportunities Portfolio | Health Sciences Opportunities | September 7, 2007 | ||||||
| International Opportunities Portfolio | Int’l Opportunities Portfolio | September 7, 2007 | ||||||
| Capital Appreciation Portfolio | Capital Appreciation Portfolio | September 7, 2007 | ||||||
| Mid-Cap Growth Equity Portfolio | Mid-Cap Growth Equity | September 7, 2007 | ||||||
| Mid-Cap Value Equity Portfolio | Mid-Cap Value Equity | September 7, 2007 | ||||||
| Small Cap Growth Equity Portfolio | Small Cap Growth Equity | September 7, 2007 | ||||||
| Small Cap Core Equity Portfolio | Small Cap Core Equity | September 7, 2007 | ||||||
| Small Cap Value Equity Portfolio | Small Cap Value Equity | September 7, 2007 | ||||||
| Small/Mid-Cap Growth Portfolio | Small/Mid-Cap Growth | September 7, 2007 | ||||||
| U.S. Opportunities Portfolio | US Opportunities | September 7, 2007 |
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Registrant (Term may be | Form of Organization | Series | Term may be used in this | Date of | ||||
| Index Equity Portfolio | Index Equity | September 7, 2007 | ||||||
| Money Market Portfolio | Money Market | September 7, 2007 | ||||||
| Municipal Money Market Portfolio | Municipal Money Market | September 7, 2007 | ||||||
| U.S. Treasury Money Market Portfolio | Treasury Money Market | September 7, 2007 | ||||||
| North Carolina Municipal Money Market Portfolio | NC Money Market | September 7, 2007 | ||||||
| New Jersey Municipal Money Market Portfolio | NJ Money Market | September 7, 2007 | ||||||
| Ohio Municipal Money Market Portfolio | OH Money Market | September 7, 2007 | ||||||
| Pennsylvania Municipal Money Market Portfolio | PA Money Market | September 7, 2007 | ||||||
| Virginia Municipal Money Market Portfolio | VA Money Market | September 7, 2007 | ||||||
Quantitative Master Series LLC (QMS LLC) | Delaware Limited Liability Company | Master Enhanced Small Cap Series Master Core Bond Enhanced Index Series | Master Enhanced Small Cap Master Core Bond Enhanced | September 7, 2007 September 7, 2007 | ||||
| Master Enhanced International Series | Master Enhanced Int’l | September 7, 2007 | ||||||
| Master Enhanced S&P 500 Series | Master Enhanced S&P 500 | September 7, 2007 | ||||||
| Master Extended Market Index Series | Master Extended Market Index | September 7, 2007 | ||||||
| Master International Index Series | Master Int’l Index | September 7, 2007 | ||||||
| Master Mid Cap Index Series | Master Mid Cap Index | September 7, 2007 | ||||||
| Master S&P 500 Index Series | Master S&P 500 Index | September 7, 2007 | ||||||
| Master Small Cap Index Series | Master Small Cap Index | September 7, 2007 | ||||||
BlackRock Index Funds, Inc. (BR Index) | Maryland Corporation | BlackRock International Index Fund BlackRock S&P 500 Index Fund | Int’l Index S&P Small Cap Index | September 7, 2007 September 7, 2007 | ||||
| BlackRock Small Cap Index Fund | Small Cap Index | September 7, 2007 | ||||||
Merrill Lynch U.S.A Government Reserves | Massachusetts Business Trust | — | ML USA Gov’t Reserves | August 23, 2007 | ||||
Merrill Lynch U.S. Treasury Money Fund | Massachusetts Business Trust | — | ML Treasury Money Fund | August 23, 2007 | ||||
Merrill Lynch Ready Assets Trust | Massachusetts Business Trust | — | ML Ready Assets | August 23, 2007 | ||||
BlackRock Healthcare Fund, Inc. | Maryland Corporation | — | Healthcare Fund | September 7, 2007 | ||||
BlackRock Global Technology Fund, Inc. | Maryland Corporation | — | Global Technology Fund | September 7, 2007 | ||||
BlackRock Developing Capital Markets Fund, Inc. | Maryland Corporation | — | Developing Capital Markets | September 7, 2007 | ||||
BlackRock Latin America Fund, Inc. | Maryland Corporation | — | Latin America Fund | September 7, 2007 | ||||
BlackRock Pacific Fund, Inc. | Maryland Corporation | — | Pacific Fund | September 7, 2007 |
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Registrant (Term may be | Form of Organization | Series | Term may be used in this | Date of | ||||
BlackRock Financial Institutions Series Trust (BR Financial Institutions) | Massachusetts Business Trust | BlackRock Summit Cash Reserves Fund | Summit Cash Reserves | August 23, 2007 | ||||
Master Money LLC | Delaware Limited Liability Company | — | Master Money | September 7, 2007 | ||||
Master Government Securities LLC | Delaware Limited Liability Company | — | Master Gov’t Securities | September 7, 2007 | ||||
Master Tax-Exempt LLC | Delaware Limited Liability Company | — | Master Tax-Exempt | September 7, 2007 | ||||
Master Treasury LLC | Delaware Limited Liability Company | — | Master Treasury | September 7, 2007 | ||||
CMA Money Fund | Massachusetts Business Trust | — | CMA Money Fund | August 23, 2007 | ||||
CMA Government Securities Fund | Massachusetts Business Trust | — | CMA Gov’t Securities | August 23, 2007 | ||||
CMA Tax-Exempt Fund | Massachusetts Business Trust | — | CMA Tax-Exempt | August 23, 2007 | ||||
CMA Treasury Fund | Massachusetts Business Trust | — | CMA Treasury | August 23, 2007 | ||||
WCMA Money Fund | Massachusetts Business Trust | — | WCMA Money Fund | August 23, 2007 | ||||
WCMA Government Securities Fund | Massachusetts Business Trust | — | WCMA Gov’t Securities | August 23, 2007 | ||||
WCMA Tax-Exempt Fund | Massachusetts Business Trust | — | WCMA Tax-Exempt | August 23, 2007 | ||||
WCMA Treasury Fund | Massachusetts Business Trust | — | WCMA Treasury | August 23, 2007 | ||||
Global Financial Services Master LLC | Delaware Limited Liability Company | — | Global Financial Services Master | September 7, 2007 | ||||
BlackRock Global Financial Services Fund, Inc. | Maryland Corporation | — | Global Financial Services | September 7, 2007 | ||||
Merrill Lynch Retirement Series Trust (ML Retirement Series) | Massachusetts Business Trust | Merrill Lynch Retirement Reserves Money Fund | ML Retirement Reserves | August 23, 2007 | ||||
Master Large Cap Series LLC (Master Large Cap) | Delaware Limited Liability Company | Master Large Cap Core Portfolio Master Large Cap Growth Portfolio | Master Large Cap Core Master Large Cap Growth | September 7, 2007 September 7, 2007 | ||||
| Master Large Cap Value Portfolio | Master Large Cap Value | September 7, 2007 | ||||||
BlackRock Large Cap Series Funds, Inc. (BR Large Cap) | Maryland Corporation | BlackRock Large Cap Core Fund | Large Cap Core | September 7, 2007 | ||||
| BlackRock Large Cap Growth Fund | Large Cap Growth | September 7, 2007 | ||||||
| BlackRock Large Cap Value Fund | Large Cap Value | September 7, 2007 | ||||||
BlackRock Master LLC (BR Master) | Delaware Limited Liability Company | BlackRock Master Small Cap Growth Portfolio BlackRock Master International Portfolio | Master Small Cap Growth Master Int’l | September 7, 2007 September 7, 2007 | ||||
BlackRock Series, Inc. (BR Series) | Maryland Corporation | BlackRock International Fund BlackRock Small Cap Growth Fund II | Int’l Fund Small Cap Growth II | September 7, 2007 September 7, 2007 |
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Registrant (Term may be | Form of Organization | Series | Term may be used in this | Date of | ||||
Master Institutional MoneyMarket LLC (Master Institutional) | Delaware Limited Liability | Merrill Lynch Premier Institutional Portfolio | ML Premier Institutional | September 7, 2007 | ||||
| Company | Merrill Lynch Institutional Portfolio | ML Institutional | September 7, 2007 | |||||
| Merrill Lynch Institutional Tax Exempt Portfolio | ML Institutional Tax-Exempt | September 7, 2007 | ||||||
Merrill Lynch Funds For Institutions Series (ML Institutions Series) | Massachusetts Business Trust | Merrill Lynch Government Fund | ML Gov’t | September 7, 2007 | ||||
| Merrill Lynch Treasury Fund | ML Treasury | September 7, 2007 | ||||||
| Merrill Lynch Institutional Fund | ML Institutional Fund | September 7, 2007 | ||||||
| Merrill Lynch Premier Institutional Fund | ML Premier Institutional Fund | September 7, 2007 | ||||||
| Merrill Lynch Institutional Tax Exempt Fund | ML Institutional Tax-Exempt Fund | September 7, 2007 | ||||||
CMA Multi-State Municipal - Series Trust (CMA Multi- State) | Massachusetts Business Trust | CMA Arizona Municipal Money Fund | CMA AZ Municipal | August 23, 2007 | ||||
| CMA California Municipal Money Fund | CMA CA Municipal | August 23, 2007 | ||||||
| CMA Connecticut Municipal Money Fund | CMA CT Municipal | August 23, 2007 | ||||||
| CMA Massachusetts Municipal Money Fund | CMA MA Municipal | August 23, 2007 | ||||||
| CMA Michigan Municipal Money Fund | CMA MI Municipal | August 23, 2007 | ||||||
| CMA New Jersey Municipal Money Fund | CMA NJ Municipal | August 23, 2007 | ||||||
| CMA New York Municipal Money Fund | CMA NY Municipal | August 23, 2007 | ||||||
| CMA North Carolina Municipal Money Fund | CMA NC Municipal | August 23, 2007 | ||||||
| CMA Ohio Municipal Money Fund | CMA OH Municipal | August 23, 2007 | ||||||
| CMA Pennsylvania Municipal Money Fund | CMA PA Municipal | August 23, 2007 | ||||||
| CMA Florida Municipal Money Fund | CMA FL Municipal | August 23, 2007 |
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Master/Feeder Funds
Master Funds | Feeder Funds | |
Master Basic Value LLC | BlackRock Basic Value Fund, Inc. | |
Master Value Opportunities LLC | BlackRock Value Opportunities Fund, Inc. | |
Quantitative Master Series LLC | BlackRock Index Funds, Inc. | |
Master S&P 500 Index Series | BlackRock S&P 500 Index Fund | |
Master Small Cap Index Series | BlackRock Small Cap Index Fund | |
Master International Index Series | BlackRock International Index Fund | |
Master Core Bond Enhanced Index Series | ||
Master Enhanced International Series | ||
Master Enhanced S&P 500 Series | ||
Master Extended Market Index Series | ||
Master Mid Cap Index Series | ||
Quantitative Master Series LLC | BlackRock FundsSM | |
Master S&P 500 Index Series | Index Equity Portfolio | |
Master Money LLC | CMA Money Fund | |
WCMA Money Fund | ||
Master Government Securities LLC | CMA Government Securities Fund | |
WCMA Government Securities Fund | ||
Master Tax-Exempt LLC | CMA Tax-Exempt Fund | |
WCMA Tax-Exempt Fund | ||
Master Treasury LLC | CMA Treasury Fund | |
WCMA Treasury Fund | ||
Global Financial Services Master LLC | BlackRock Global Financial Services Fund, Inc. | |
Master Bond LLC | BlackRock Bond Fund, Inc. | |
Master Bond Portfolio | BlackRock Bond Fund | |
Master Focus Twenty LLC | BlackRock Focus Twenty Fund, Inc. | |
Master Large Cap Series LLC | BlackRock Large Cap Series Funds, Inc. | |
Master Large Cap Growth Portfolio | BlackRock Large Cap Growth Fund | |
Master Large Cap Value Portfolio | BlackRock Large Cap Value Fund | |
Master Large Cap Core Portfolio | BlackRock Large Cap Core Fund | |
Short-Term Bond Master LLC | Short-Term Bond Series, Inc. | |
Short-Term Bond Master Portfolio | BlackRock Short-Term Bond Fund | |
BlackRock Master LLC | BlackRock Series, Inc. | |
BlackRock Master International Portfolio | BlackRock International Fund | |
BlackRock Master Small Cap Growth Portfolio | BlackRock Small Cap Growth Fund II | |
Master Commodity Strategies LLC | BlackRock Commodity Strategies Fund | |
Master Institutional Money Market LLC | Merrill Lynch Funds For Institutions Series | |
Merrill Lynch Institutional Portfolio | Merrill Lynch Institutional Fund | |
Merrill Lynch Premier Institutional Portfolio | Merrill Lynch Premier Institutional Fund | |
Merrill Lynch Institutional Tax Exempt Portfolio | Merrill Lynch Institutional Tax Exempt Fund |
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Fund Information
The following table lists, with respect to each Fund, the total number of shares outstanding and the net assets of the Fund on June 25, 2007, the record date for voting at the Meeting. The table also lists the quorum requirements for each Fund and the vote required for Proposal 1 for each Fund. (Vote requirements for Proposal 2 are listed under the heading “Vote Required and Manner of Voting Proxies,” which begins on page [ ] of the Joint Proxy Statement.)
Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
BlackRock Bond Allocation Target Shares | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
Series C Portfolio | — | — | ||||||
Series M Portfolio | — | — | ||||||
Series S Portfolio | — | — | ||||||
Master Value Opportunities LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of shares present at the Meeting | ||||||
BlackRock Value Opportunities Fund, Inc. | Majority of shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
Master Basic Value LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of shares present at the Meeting | ||||||
BlackRock Basic Value Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Natural Resources Trust | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock Global Growth Fund, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Balanced Capital Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast |
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Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
BlackRock Series Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Balanced Capital Portfolio | — | — | ||||||
BlackRock Bond Portfolio | — | — | ||||||
BlackRock Fundamental Growth Portfolio | — | — | ||||||
BlackRock Global Allocation Portfolio | — | — | ||||||
BlackRock Government Income Portfolio | — | — | ||||||
BlackRock High Income Portfolio | — | — | ||||||
BlackRock Money Market Portfolio | — | — | ||||||
BlackRock Large Cap Core Portfolio | — | — | ||||||
BlackRock Global SmallCap Fund, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
Master Bond LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Master Bond Portfolio | — | — | ||||||
BlackRock Bond Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Bond Fund | — | — | ||||||
BlackRock High Income Fund | — | — | ||||||
BlackRock Municipal Bond Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Municipal Insured Fund | — | — | ||||||
BlackRock National Municipal Fund | — | — | ||||||
BlackRock Short-Term Municipal Fund | — | — | ||||||
BlackRock High Yield Municipal Fund | — | — | ||||||
BlackRock Equity Dividend Fund | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock Global Allocation Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock EuroFund | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting |
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Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
BlackRock Municipal Series Trust | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock Intermediate Municipal Fund | — | — | ||||||
BlackRock Global Dynamic Equity Fund | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Utilities and Telecommunications Fund, Inc. | Majority the of shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Mid Cap Value Opportunities Series, Inc. | Majority the of shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Mid Cap Value Opportunities Fund | — | — | ||||||
Managed Account Series | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
High Income Portfolio | — | — | ||||||
US Mortgage Portfolio | — | — | ||||||
Global SmallCap Portfolio | — | — | ||||||
Mid Cap Value Opportunities Portfolio | — | — | ||||||
Short-Term Bond Master LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Short-Term Bond Master Portfolio | — | — | ||||||
BlackRock Short-Term Bond Series, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Short-Term Bond Fund | — | — | ||||||
BlackRock Focus Value Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Multi-State Municipal Series Trust | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock Florida Municipal Bond Fund | — | — | ||||||
BlackRock New Jersey Municipal Bond Fund | — | — | ||||||
BlackRock Pennsylvania Municipal Bond Fund | — | — | ||||||
BlackRock New York Municipal Bond Fund | — | — |
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Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
BlackRock Fundamental Growth Fund, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock California Municipal Series Trust | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock California Insured Municipal Bond Fund | — | — | ||||||
Master Focus Twenty LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock Focus Twenty Fund, Inc. | 1/3 of shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Variable Series Fund, Inc. | Majority of shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Balanced Capital V.I. Fund | — | — | ||||||
BlackRock Basic Value V.I. Fund | — | — | ||||||
BlackRock Bond V.I. Fund | — | — | ||||||
BlackRock Fundamental Growth V.I. Fund | — | — | ||||||
BlackRock Global Growth V.I. Fund | — | — | ||||||
BlackRock S&P 500 Index V.I. Fund | — | — | ||||||
BlackRock Large Cap Core V.I. Fund | — | — | ||||||
BlackRock Large Cap Growth V.I. Fund | — | — | ||||||
BlackRock Large Cap Value V.I. Fund | — | — | ||||||
BlackRock Global Allocation V.I. Fund | — | — | ||||||
BlackRock Utilities and Telecommunications V.I. Fund | — | — | ||||||
BlackRock Value Opportunities V.I. Fund | — | — | ||||||
BlackRock International Value V.I. Fund | — | — | ||||||
BlackRock Government Income V.I. Fund | — | — | ||||||
BlackRock High Income V.I. Fund | — | — | ||||||
BlackRock Money Market V.I. Fund | — | — | ||||||
BlackRock World Income Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock International Value Trust | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock International Value Fund | — | — |
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Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
FDP Series, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
Franklin Templeton Total Return FDP Fund | — | — | ||||||
Marsico Growth FDP Fund | — | — | ||||||
MFS Research International FDP Fund | — | — | ||||||
Van Kampen Value FDP Fund | — | — | ||||||
BlackRock Principal Protected Trust | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Fundamental Growth Principal Protected Fund | — | — | ||||||
BlackRock Basic Value Principal Protected Fund | — | — | ||||||
BlackRock Core Principal Protected Fund | — | — | ||||||
Master Commodity Strategies LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Commodity Strategies Fund | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
The GNMA Fund Investment Accumulation Program, Inc. | 1/3 of shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Funds II | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
Total Return Portfolio | — | — | ||||||
Delaware Municipal Bond Portfolio | — | — | ||||||
Enhanced Income Portfolio | — | — | ||||||
AMT-Free Municipal Bond Portfolio | — | — | ||||||
GNMA Portfolio | — | — | ||||||
Government Income Portfolio | — | — | ||||||
High Yield Bond Portfolio | — | — | ||||||
Intermediate Bond Portfolio II | — | — | ||||||
Intermediate Government Bond Portfolio | — | — | ||||||
International Bond Portfolio | — | — | ||||||
Inflation Protected Bond Portfolio | — | — | ||||||
Kentucky Municipal Bond Portfolio | — | — | ||||||
Low Duration Bond Portfolio | — | — |
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Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
Managed Income Portfolio | — | — | ||||||
Ohio Municipal Bond Portfolio | — | — | ||||||
BlackRock Strategic Portfolio I | — | — | ||||||
Total Return Portfolio II | — | — | ||||||
Conservative Prepared Portfolio | — | — | ||||||
Moderate Prepared Portfolio | — | — | ||||||
Growth Prepared Portfolio | — | — | ||||||
Aggressive Growth Prepared Portfolio | — | — | ||||||
Prepared Portfolio 2010 | — | — | ||||||
Prepared Portfolio 2015 | — | — | ||||||
Prepared Portfolio 2020 | — | — | ||||||
Prepared Portfolio 2025 | — | — | ||||||
Prepared Portfolio 2030 | — | — | ||||||
Prepared Portfolio 2035 | — | — | ||||||
Prepared Portfolio 2040 | — | — | ||||||
Prepared Portfolio 2045 | — | — | ||||||
Prepared Portfolio 2050 | — | — | ||||||
Merrill Lynch U.S.A. Government Reserves | Majority of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Merrill Lynch U.S. Treasury Money Fund | Majority of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock Index Funds, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock International Index Fund | — | — | ||||||
BlackRock S&P 500 Index Fund | — | — | ||||||
BlackRock Small Cap Index Fund | — | — | ||||||
Quantitative Master Series LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Master Enhanced Small Cap Series | — | — | ||||||
Master Core Bond Enhanced Index Series | — | — | ||||||
Master Enhanced International Series | — | — | ||||||
Master Enhanced S&P 500 Series | — | — | ||||||
Master Extended Market Index Series | — | — |
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Table of Contents
Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
Master International Index Series | — | — | ||||||
Master Mid Cap Index Series | — | — | ||||||
Master S&P 500 Index Series | — | — | ||||||
Master Small Cap Index Series | — | — | ||||||
Merrill Lynch Ready Assets Trust | Majority of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock Healthcare Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Global Technology Fund, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
Master Government Securities LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Master Money LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Master Treasury LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Master Tax-Exempt LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
CMA Money Fund | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
CMA Government Securities Fund | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
CMA Tax-Exempt Fund | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
CMA Treasury Fund | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
WCMA Government Securities Fund | 30% of the shares entitled to vote, in person or by proxy | Plurality of votes cast | ||||||
WCMA Money Fund | 30% of the shares entitled to vote, in person or by proxy | Plurality of votes cast | ||||||
WCMA Tax-Exempt Fund | 30% of the shares entitled to vote, in person or by proxy | Plurality of votes cast |
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Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
WCMA Treasury Fund | 30% of the shares entitled to vote, in person or by proxy | Plurality of votes cast | ||||||
CMA Multi-State Municipal Series Trust | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
CMA Arizona Municipal Money Fund | — | — | ||||||
CMA California Municipal Money Fund | — | — | ||||||
CMA Connecticut Municipal Money Fund | — | — | ||||||
CMA Massachusetts Municipal Money Fund | — | — | ||||||
CMA Michigan Municipal Money Fund | — | — | ||||||
CMA New Jersey Municipal Money Fund | — | — | ||||||
CMA New York Municipal Money Fund | — | — | ||||||
CMA North Carolina Municipal Money Fund | — | — | ||||||
CMA Ohio Municipal Money Fund | — | — | ||||||
CMA Pennsylvania Municipal Money Fund | — | — | ||||||
CMA Florida Municipal Money Fund | — | — | ||||||
BlackRock Developing Capital Markets Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Latin America Fund, Inc | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Pacific Fund, Inc. | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
Global Financial Services Master LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock Global Financial Services Fund, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Financial Institutions Series Trust | Majority of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
BlackRock Summit Cash Reserves Fund | — | — |
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Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
Master Large Cap Series LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Master Large Cap Core Portfolio | — | — | ||||||
Master Large Cap Growth Portfolio | — | — | ||||||
Master Large Cap Value Portfolio | — | — | ||||||
BlackRock Large Cap Series Funds, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock Large Cap Core Fund | — | — | ||||||
BlackRock Large Cap Growth Fund | — | — | ||||||
BlackRock Large Cap Value Fund | — | — | ||||||
Merrill Lynch Retirement Series Trust | Majority of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Merrill Lynch Retirement Reserves Money Fund | — | — | ||||||
Master Institutional Money Market LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Merrill Lynch Premier Institutional Portfolio | — | — | ||||||
Merrill Lynch Institutional Portfolio | — | — | ||||||
Merrill Lynch Institutional Tax Exempt Portfolio | — | — | ||||||
Merrill Lynch Funds For Institutions Series | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of the shares present at the Meeting | ||||||
Merrill Lynch Government Fund | — | — | ||||||
Merrill Lynch Treasury Fund | — | — | ||||||
Merrill Lynch Institutional Fund | — | — | ||||||
Merrill Lynch Premier Institutional Fund | — | — | ||||||
Merrill Lynch Institutional Tax Exempt Fund | — | — | ||||||
BlackRock Master LLC | 1/3 of the shares entitled to vote, present in person or by proxy | Majority of shares present at the Meeting | ||||||
BlackRock Master Small Cap Growth Portfolio | — | — | ||||||
BlackRock Master International Portfolio | — | — |
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Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
BlackRock Series, Inc. | 1/3 of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
BlackRock International Fund | — | — | ||||||
BlackRock Small Cap Growth Fund II | — | — | ||||||
BlackRock FundsSM | Majority of the shares entitled to vote, present in person or by proxy | Plurality of votes cast | ||||||
Asset Allocation Portfolio | — | — | ||||||
All-Cap Global Resources Portfolio | — | — | ||||||
Aurora Portfolio | — | — | ||||||
Investment Trust | — | — | ||||||
Exchange Portfolio | — | — | ||||||
Global Opportunities Portfolio | — | — | ||||||
Global Resources Portfolio | — | — | ||||||
Global Science & Technology Opportunities Portfolio | — | — | ||||||
Health Sciences Opportunities Portfolio | — | — | ||||||
International Opportunities Portfolio | — | — | ||||||
Capital Appreciation Portfolio | — | — | ||||||
Mid-Cap Growth Equity Portfolio | — | — | ||||||
Mid-Cap Value Equity Portfolio | — | — | ||||||
Small Cap Growth Equity Portfolio | — | — | ||||||
Small Cap Core Equity Portfolio | — | — | ||||||
Small Cap Value Equity Portfolio | — | — | ||||||
Small/Mid-Cap Growth Portfolio | — | — | ||||||
U.S. Opportunities Portfolio | — | — | ||||||
Index Equity Portfolio | — | — | ||||||
Money Market Portfolio | — | — | ||||||
Municipal Money Market Portfolio | — | — | ||||||
U.S. Treasury Money Market Portfolio | — | — | ||||||
North Carolina Municipal Money Market Portfolio | — | — | ||||||
New Jersey Municipal Money Market Portfolio | — | — | ||||||
Ohio Municipal Money Market Portfolio | — | — |
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Fund* | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Vote Required to Approve Proposal 1† | ||||
Pennsylvania Municipal Money Market Portfolio | — | — | ||||||
Virginia Municipal Money Market Portfolio | — | — |
| * | For certain Registrants that contain multiple series, the series are indicated in the table by an entry below the Registrant’s name. |
| † | The quorum requirement for a series of any Registrant is the same as that listed for that Registrant. However, when applying such quorum requirement to a Registrant, the quorum requirement applies to all shareholders of the Registrant as a whole. The approval of the shareholders of all relevant Funds that are series of the applicable Registrant voting together is required. |
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Compensation of the Board Members
Board 1
Donald W. Burton, Robert C. Doll, Jr., John F. O’Brien, David H. Walsh and Fred G. Weiss currently comprise Board 1. Board 1 currently oversees the following Funds:
Registrant | Series | |
Master Basic Value LLC | — | |
BlackRock Basic Value Fund, Inc. | — | |
Master Value Opportunities LLC | — | |
BlackRock Value Opportunities Fund, Inc. | — | |
BlackRock Balanced Capital Fund, Inc. | — | |
BlackRock Global Growth Fund, Inc. | — | |
BlackRock Natural Resources Trust | — | |
Merrill Lynch Ready Assets Trust | — | |
BlackRock Series Fund, Inc. | BlackRock Balanced Capital Portfolio | |
| BlackRock Large Cap Core Portfolio | ||
| BlackRock Bond Portfolio | ||
| BlackRock Global Allocation Portfolio | ||
| BlackRock Fundamental Growth Portfolio | ||
| BlackRock High Income Portfolio | ||
| BlackRock Government Income Portfolio | ||
| BlackRock Money Market Portfolio | ||
Merrill Lynch U.S.A. Government Reserves | — | |
Merrill Lynch U.S. Treasury Money Fund | — | |
Quantitative Master Series LLC | Master Core Bond Enhanced Index Series | |
| Master Enhanced S&P 500 Series | ||
| Master Enhanced International Series | ||
| Master Extended Market Index Series | ||
| Master Enhanced Small Cap Series | ||
| Master International Index Series | ||
| Master S&P 500 Index Series | ||
| Master Small Cap Index Series | ||
| Master Mid Cap Index Series | ||
BlackRock Index Funds, Inc. | BlackRock International Index Fund | |
| BlackRock S&P 500 Index Fund | ||
| BlackRock Small Cap Index Fund |
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 1 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates.
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[Each Fund in the Fund Complex overseen by Board 1 pays each Independent Board Member a combined fee for service on the Board and the Audit Committee of $9,000 per year plus $1,000 per in-person Board meeting attended and $1,000 per in-person Audit Committee meeting attended. The Chairman of the Audit Committee receives an additional fee of $2,000 per year. Each Fund reimburses the Independent Board Members for his or her out-of-pocket expenses relating to attendance at Board, Audit Committee and any Nominating Committee meetings. For the year ended December 31, 2006, all Funds supervised by Board 1 reimbursed Board Member expenses in an aggregate amount of $[ ].]
Compensation Table ($)
| Fund(1) (2) | Donald W. Burton | John F. O’Brien | David H. Walsh | Fred G. Weiss | ||||
Master Basic Value LLC | ||||||||
BlackRock Basic Value Fund, Inc. | ||||||||
Master Value Opportunities LLC | ||||||||
BlackRock Value Opportunities Fund, Inc. | ||||||||
BlackRock Balanced Capital Fund, Inc. | ||||||||
BlackRock Global Growth Fund, Inc. | ||||||||
BlackRock Natural Resources Trust | ||||||||
Merrill Lynch Ready Assets Trust | N/A | N/A | N/A | N/A | ||||
BlackRock Series Fund, Inc. | ||||||||
BlackRock Balanced Capital Portfolio | ||||||||
BlackRock Large Cap Core Portfolio | ||||||||
BlackRock Bond Portfolio | ||||||||
BlackRock Global Allocation Portfolio | ||||||||
BlackRock Fundamental Growth Portfolio | ||||||||
BlackRock High Income Portfolio | ||||||||
BlackRock Government Income Portfolio | ||||||||
BlackRock Money Market Portfolio | ||||||||
Merrill Lynch U.S.A. Government Reserves | N/A | N/A | N/A | N/A | ||||
Merrill Lynch U.S. Treasury Money Fund | N/A | N/A | N/A | N/A | ||||
Quantitative Master Series LLC | N/A | N/A | N/A | N/A | ||||
Master Core Bond Enhanced Index Series | N/A | N/A | N/A | N/A | ||||
Master Enhanced S&P 500 Series | N/A | N/A | N/A | N/A | ||||
Master Enhanced International Series | N/A | N/A | N/A | N/A | ||||
Master Extended Market Index Series | N/A | N/A | N/A | N/A | ||||
Master Enhanced Small Cap Series | N/A | N/A | N/A | N/A | ||||
Master International Index Series | N/A | N/A | N/A | N/A | ||||
Master S&P 500 Index Series | N/A | N/A | N/A | N/A | ||||
Master Small Cap Index Series | N/A | N/A | N/A | N/A | ||||
Master Mid Cap Index Series | N/A | N/A | N/A | N/A |
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| Fund(1) (2) | Donald W. Burton | John F. O’Brien | David H. Walsh | Fred G. Weiss | ||||
BlackRock Index Funds, Inc. | N/A | N/A | N/A | N/A | ||||
BlackRock International Index Fund | N/A | N/A | N/A | N/A | ||||
BlackRock S&P 500 Index Fund | N/A | N/A | N/A | N/A | ||||
BlackRock Small Cap Index Fund | N/A | N/A | N/A | N/A | ||||
Total Compensation from Fund Complex | ||||||||
| Number of Funds in Fund Complex Overseen by Board Member | 32 | 32 | 32 | 32 |
| (1) | Information for the Fund’s most recent fiscal year. |
| (2) | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
None of the Funds currently provides any pension or retirement benefits to Board Members of Board 1 or officers of the Funds.
[As of May 31, 2007, all Board Members of Board 1 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
Board 2
Robert C. Doll, Jr., Ronald W. Forbes, Cynthia A. Montgomery, Jean Margo Reid, Roscoe S. Suddarth and Richard R. West currently comprise Board 2. Board 2 currently oversees the following Funds:
Registrant | Series | |
Master Money LLC | — | |
CMA Money Fund | — | |
WCMA Money Fund | — | |
Master Government Securities LLC | — | |
CMA Government Securities Fund | — | |
WCMA Government Securities Fund | — | |
Master Tax Exempt LLC | — | |
CMA Tax-Exempt Fund | — | |
WCMA Tax-Exempt Fund | — | |
Master Treasury LLC | — | |
CMA Treasury Fund | — | |
WCMA Treasury Fund | — | |
CMA Multi-State Municipal Series Trust | CMA Arizona Municipal Money Fund | |
| CMA California Municipal Money Fund | ||
| CMA Connecticut Municipal Money Fund | ||
| CMA Florida Municipal Money Fund | ||
| CMA Massachusetts Municipal Money Fund | ||
| CMA Michigan Municipal Money Fund | ||
| CMA New Jersey Municipal Money Fund | ||
| CMA New York Municipal Money Fund | ||
| CMA North Carolina Municipal Money Fund | ||
| CMA Ohio Municipal Money Fund | ||
| CMA Pennsylvania Municipal Money Fund |
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Registrant | Series | |
Global Financial Services Master LLC | — | |
BlackRock Global Financial Services Fund, Inc. | — | |
Master Bond LLC | Master Bond Portfolio | |
BlackRock Bond Fund, Inc. | BlackRock Bond Fund | |
| BlackRock High Income Fund | ||
BlackRock Developing Capital Markets Fund, Inc. | — | |
BlackRock Equity Dividend Fund | — | |
BlackRock EuroFund | — | |
BlackRock Global Allocation Fund, Inc. | — | |
BlackRock Global Dynamic Equity Fund | — | |
BlackRock Global SmallCap Fund, Inc. | — | |
BlackRock Global Technology Fund, Inc. | — | |
BlackRock Healthcare Fund, Inc. | — | |
BlackRock Latin America Fund, Inc. | — | |
BlackRock Municipal Bond Fund, Inc. | BlackRock National Municipal Fund | |
| BlackRock Municipal Insured Fund | ||
| BlackRock Short-Term Municipal Fund | ||
| BlackRock High Yield Municipal Fund | ||
BlackRock Municipal Series Trust | BlackRock Intermediate Municipal Fund | |
BlackRock Pacific Fund, Inc. | — | |
BlackRock Utilities and Telecommunications Fund, Inc. | — |
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 2 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates.
[Each Fund in the Fund Complex overseen by Board 2 pays each Independent Board Member a combined fee of $3,000 per year for service on the Board and the Audit Committee plus $500 per in-person Board meeting attended and $500 per in-person Audit Committee meeting attended. The Chairman of the Audit Committee receives an additional fee of $2,143 per year. Each Fund reimburses each Independent Board Member for his or her out-of-pocket expenses related to attendance at Board, Audit Committee and Nominating Committee meetings. For the year ended December 31, 2006, all Funds supervised by Board 3 reimbursed Board Member expenses in an aggregate amount of $[ ].]
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Compensation Table ($)
| Fund(1) (2) | Ronald W. Forbes | Cynthia A. Montgomery | Jean Margo Reid | Richard R. West | ||||
Master Money LLC | N/A | N/A | ||||||
CMA Money Fund | N/A | N/A | ||||||
WCMA Money Fund | N/A | N/A | ||||||
Master Government Securities LLC | N/A | N/A | ||||||
CMA Government Securities Fund | N/A | N/A | ||||||
WCMA Government Securities Fund | N/A | N/A | ||||||
Master Tax Exempt LLC | N/A | N/A | ||||||
CMA Tax-Exempt Fund | N/A | N/A | ||||||
WCMA Tax-Exempt Fund | N/A | N/A | ||||||
Master Treasury LLC | N/A | N/A | ||||||
CMA Treasury Fund | N/A | N/A | ||||||
WCMA Treasury Fund | N/A | N/A | ||||||
CMA Multi-State Municipal Series Trust | N/A | N/A | ||||||
CMA Arizona Municipal Money Fund | N/A | N/A | ||||||
CMA California Municipal Money Fund | N/A | N/A | ||||||
CMA Connecticut Municipal Money Fund | N/A | N/A | ||||||
CMA Florida Municipal Money Fund | N/A | N/A | ||||||
CMA Massachusetts Municipal Money Fund | N/A | N/A | ||||||
CMA Michigan Municipal Money Fund | N/A | N/A | ||||||
CMA New Jersey Municipal Money Fund | N/A | N/A | ||||||
CMA New York Municipal Money Fund | N/A | N/A | ||||||
CMA North Carolina Municipal Money Fund | N/A | N/A | ||||||
CMA Ohio Municipal Money Fund | N/A | N/A | ||||||
CMA Pennsylvania Municipal Money Fund | N/A | N/A | ||||||
Global Financial Services Master LLC | N/A | N/A | ||||||
BlackRock Global Financial Services Fund, Inc. | N/A | N/A | ||||||
Master Bond LLC | N/A | N/A | ||||||
Master Bond Portfolio | N/A | N/A | ||||||
BlackRock Bond Fund, Inc. | N/A | N/A | ||||||
BlackRock Bond Fund | N/A | N/A | ||||||
BlackRock High Income Fund | N/A | N/A | ||||||
BlackRock Developing Capital Markets Fund, Inc. | N/A | N/A | ||||||
BlackRock Equity Dividend Fund | ||||||||
BlackRock EuroFund | ||||||||
BlackRock Global Allocation Fund, Inc. | ||||||||
BlackRock Global Dynamic Equity Fund |
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| Fund(1) (2) | Ronald W. Forbes | Cynthia A. Montgomery | Jean Margo Reid | Richard R. West | ||||
BlackRock Global SmallCap Fund, Inc. | ||||||||
BlackRock Global Technology Fund, Inc. | N/A | N/A | ||||||
BlackRock Healthcare Fund, Inc. | N/A | N/A | ||||||
BlackRock Latin America Fund, Inc. | N/A | N/A | ||||||
BlackRock Municipal Bond Fund, Inc. | N/A | N/A | ||||||
BlackRock National Municipal Fund | N/A | N/A | ||||||
BlackRock Municipal Insured Fund | N/A | N/A | ||||||
BlackRock Short-Term Municipal Fund | N/A | N/A | ||||||
BlackRock High Yield Municipal Fund | N/A | N/A | ||||||
BlackRock Municipal Series Trust | N/A | N/A | ||||||
BlackRock Intermediate Municipal Fund | N/A | N/A | ||||||
BlackRock Pacific Fund, Inc. | N/A | N/A | ||||||
BlackRock Utilities and Telecommunications Fund, Inc. | N/A | N/A | ||||||
Total Compensation from Fund Complex | ||||||||
Number of Funds in Fund Complex Overseen by Board Member | 48 | 48 | 48 | 48 |
| (1) | Information is for the Fund’s most recent fiscal year. |
| (2) | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
None of the Funds currently provides any pension or retirement benefits to Board Members of Board 2 or officers of the Funds.
[As of May 31, 2007, all Board Members of Board 2 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
Board 3
James H. Bodurtha, Robert C. Doll, Jr., Kenneth A. Froot, Joe Grills, Herbert I. London, Roberta Cooper Ramo and Robert S. Salomon, Jr. currently comprise Board 3. Board 3 currently oversees the following Funds:
Registrant | Series | |
BlackRock Financial Institutions Series Trust | BlackRock Summit Cash Reserves Fund | |
Master Focus Twenty LLC | — | |
BlackRock Focus Twenty Fund, Inc. | — | |
Master Large Cap Series LLC | Master Large Cap Growth Portfolio | |
| Master Large Cap Value Portfolio | ||
| Master Large Cap Core Portfolio | ||
BlackRock Large Cap Series Funds, Inc. | BlackRock Large Cap Value Fund | |
| BlackRock Large Cap Core Fund | ||
| BlackRock Large Cap Growth Fund |
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Trust/Corporation | Series | |
BlackRock California Municipal Series Trust | BlackRock California Insured Municipal Bond Fund | |
BlackRock Focus Value Fund, Inc. | — | |
BlackRock Fundamental Growth Fund, Inc | — | |
BlackRock Multi-State Municipal Series Trust | BlackRock Florida Municipal Bond Fund | |
| BlackRock New Jersey Municipal Bond Fund | ||
| BlackRock New York Municipal Bond Fund | ||
| BlackRock Pennsylvania Municipal Bond Fund | ||
Merrill Lynch Retirement Series Trust | Merrill Lynch Retirement Reserves Money Fund | |
BlackRock Variable Series Funds, Inc. | BlackRock Balanced Capital V.I. Fund | |
| BlackRock Basic Value V.I. Fund | ||
| BlackRock Bond V.I. Fund | ||
| BlackRock Money Market V.I. Fund | ||
| BlackRock Fundamental Growth V.I. Fund | ||
| BlackRock Global Growth V.I. Fund | ||
| BlackRock Global Allocation V.I. Fund | ||
| BlackRock Government Income V.I. Fund | ||
| BlackRock High Income V.I. Fund | ||
| BlackRock S&P 500 Index V.I. Fund | ||
| BlackRock Large Cap Core V.I. Fund | ||
| BlackRock Large Cap Growth V.I. Fund | ||
| BlackRock Large Cap Value V.I. Fund | ||
| BlackRock Value Opportunities V.I. Fund | ||
| BlackRock Utilities and Telecommunications V.I. Fund | ||
| BlackRock International Value V.I. Fund | ||
BlackRock World Income Fund, Inc. | — | |
Managed Account Series | Mid Cap Value Opportunities Portfolio | |
| High Income Portfolio | ||
| US Mortgage Portfolio | ||
| Global Small Cap Portfolio | ||
BlackRock Mid Cap Value Opportunities Series, Inc. | BlackRock Mid Cap Value Opportunities Fund | |
Short-Term Bond Master LLC | Short-Term Bond Master Portfolio | |
BlackRock Short-Term Bond Series, Inc. | BlackRock Short-Term Bond Fund | |
BlackRock International Value Trust | BlackRock International Value Fund |
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 3 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates, and no information is shown at all for Robert S. Salomon, Jr. and Joe Grills, whose terms of office will not continue after the Meeting for any of the Funds.
[Each Independent Board Member receives an annual retainer of $150,000 for his or her services to the Funds in the Fund complex overseen by Board 3. The portion of the annual
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retainer allocated to each Fund is determined quarterly based on the relative net assets of each Fund. In addition, each Independent Board Member receives a fee for each in-person Board meeting attended and each in-person Audit Committee meeting attended. The annual per-meeting fees paid to each Independent Board Member aggregate $100,000 for all Funds in the Fund complex for which that Independent Board Member serves and are allocated equally among those Funds. Each Co-Chairman of the Audit Committee receives an additional annual retainer in the amount of $50,000, which is paid quarterly and allocated to each Fund in the Fund complex for which such Co-Chairman provides services, based on the relative net assets of each such Fund. For the year ended December 31, 2006, all Funds supervised by Board 3 reimbursed Board Member expenses in an aggregate amount of $[ ].
Compensation Table ($)
| Fund(1)(2) | James H. Bodurtha | Kenneth A. Froot | Herbert I. London | Roberta Cooper Ramo | ||||
BlackRock Financial Institutions Series Trust | N/A | N/A | ||||||
BlackRock Summit Cash Reserves Fund | N/A | N/A | ||||||
Master Focus Twenty LLC | N/A | N/A | ||||||
BlackRock Focus Twenty Fund, Inc. | N/A | N/A | ||||||
Master Large Cap Series LLC | N/A | N/A | ||||||
Master Large Cap Growth Portfolio | N/A | N/A | ||||||
Master Large Cap Value Portfolio | N/A | N/A | ||||||
Master Large Cap Core Portfolio | N/A | N/A | ||||||
BlackRock Large Cap Series Funds, Inc. | N/A | N/A | ||||||
BlackRock Large Cap Value Fund | N/A | N/A | ||||||
BlackRock Large Cap Core Fund | N/A | N/A | ||||||
BlackRock Large Cap Growth Fund | N/A | N/A | ||||||
BlackRock California Municipal Series Trust | N/A | N/A | ||||||
BlackRock California Insured Municipal Bond Fund | N/A | N/A | ||||||
BlackRock Focus Value Fund, Inc. | N/A | N/A | ||||||
BlackRock Fundamental Growth Fund, Inc. | N/A | N/A | ||||||
BlackRock Multi-State Municipal Series Trust | N/A | N/A | ||||||
BlackRock Florida Municipal Bond Fund | N/A | N/A | ||||||
BlackRock New Jersey Municipal Bond Fund | N/A | N/A | ||||||
BlackRock New York Municipal Bond Fund | N/A | N/A | ||||||
BlackRock Pennsylvania Municipal Bond Fund | N/A | N/A | ||||||
Merrill Lynch Retirement Series Trust | N/A | N/A | ||||||
Merrill Lynch Retirement Reserves Money Fund | N/A | N/A | ||||||
BlackRock Variable Series Funds, Inc. | N/A | N/A | ||||||
BlackRock Balanced Capital V.I. Fund | N/A | N/A | ||||||
BlackRock Basic Value V.I. Fund | N/A | N/A | ||||||
BlackRock Bond V.I. Fund | N/A | N/A | ||||||
BlackRock Money Market V.I. Fund | N/A | N/A | ||||||
BlackRock Fundamental Growth V.I. Fund | N/A | N/A |
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| Fund(1)(2) | James H. Bodurtha | Kenneth A. Froot | Herbert I. London | Roberta Cooper Ramo | ||||
BlackRock Global Growth V.I. Fund | N/A | N/A | ||||||
BlackRock Global Allocation V.I. Fund | N/A | N/A | ||||||
BlackRock Government Income V.I. Fund | N/A | N/A | ||||||
BlackRock High Income V.I. Fund | N/A | N/A | ||||||
BlackRock S&P 500 Index V.I. Fund | N/A | N/A | ||||||
BlackRock Large Cap Core V.I. Fund | N/A | N/A | ||||||
BlackRock Large Cap Growth V.I. Fund | N/A | N/A | ||||||
BlackRock Large Cap Value V.I. Fund | N/A | N/A | ||||||
BlackRock Value Opportunities V.I. Fund | N/A | N/A | ||||||
BlackRock Utilities and Telecommunications V.I. Fund | N/A | N/A | ||||||
BlackRock International Value V.I. Fund | N/A | N/A | ||||||
BlackRock World Income Fund, Inc. | N/A | N/A | ||||||
Managed Account Series | N/A | N/A | ||||||
Mid Cap Value Opportunities Portfolio | N/A | N/A | ||||||
High Income Portfolio | N/A | N/A | ||||||
US Mortgage Portfolio | N/A | N/A | ||||||
Global Small Cap Portfolio | N/A | N/A | ||||||
BlackRock Mid Cap Value Opportunities Series, Inc. | N/A | N/A | ||||||
BlackRock Mid Cap Value Opportunities Fund | N/A | N/A | ||||||
Short-Term Bond Master LLC | N/A | N/A | ||||||
Short Term Bond Master Portfolio | N/A | N/A | ||||||
BlackRock Short-Term Bond Series, Inc. | N/A | N/A | ||||||
BlackRock Short-Term Bond Fund | N/A | N/A | ||||||
BlackRock International Value Trust | N/A | N/A | ||||||
BlackRock International Value Fund | N/A | N/A | ||||||
Total Compensation from Fund Complex | ||||||||
Number of Funds in Fund Complex Overseen by Board Member |
| (1) | Information is for the Fund’s most recent fiscal year. |
| (2) | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
None of the Funds currently provides any pension or retirement benefits to the Board Members of Board 3 or officers of the Funds.
[As of May 31, 2007, all Board Members of Board 3 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
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Board 4
David O. Beim, Robert C. Doll, Jr., James T. Flynn, W. Carl Kester and Karen P. Robards currently comprise Board 4. Board 4 currently oversees the following Funds:
Registrant | Series | |
FDP Series, Inc. | Marsico Growth FDP Fund | |
MFS Research International FDP Fund | ||
Franklin Templeton Total Return FDP Fund | ||
Van Kampen Value FDP Fund | ||
Master Commodity Strategies LLC | — | |
BlackRock Commodity Strategies Fund | — | |
The GNMA Fund Investment Accumulation Program, Inc. | — | |
BlackRock Master LLC | BlackRock Master Small Cap Growth Portfolio | |
BlackRock Master International Portfolio | ||
BlackRock Series, Inc. | BlackRock Small Cap Growth Fund II | |
BlackRock International Fund | ||
BlackRock Principal Protected Trust | BlackRock Basic Value Principal Protected Fund | |
BlackRock Fundamental Growth Principal Protected Fund | ||
BlackRock Core Principal Protected Fund | ||
Master Institutional Money Market LLC | Merrill Lynch Institutional Portfolio | |
Merrill Lynch Premier Institutional Portfolio | ||
Merrill Lynch Institutional Tax-Exempt Portfolio | ||
Merrill Lynch Funds For Institutions Series | Merrill Lynch Institutional Fund | |
Merrill Lynch Premier Institutional Fund | ||
Merrill Lynch Institutional Tax-Exempt Fund | ||
Merrill Lynch Government Fund | ||
| Merrill Lynch Treasury Fund | ||
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 4 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for Board Members whose term of office will not continue after the Meeting to which this Joint Proxy Statement relates. Since only David O. Beim’s term of office, for certain Funds identified in the table below, will continue after the Meeting, no information is shown for James T. Flynn, W. Carl Kester and Karen P. Robards, whose term of office will not continue after the Meeting for any of the Funds. Mr. Beim is not an “interested person,” as defined in the 1940 Act.
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[Each Independent Board Member receives an aggregate annual retainer of $112,000 for his or her services to all funds in the Fund complex overseen by Board 4; however GNMA IAP pays $750 per year. The portion of the annual retainer allocated to each applicable fund is determined quarterly based, in general, on the relative net assets of each such fund; however, GNMA IAP pays $187.50 per quarter. In addition, each Independent Board Member, receives a fee per in-person Board meeting attended and per in-person Audit Committee meeting attended. The aggregate annual per meeting fees paid to each Independent Board Member totals $48,000 for all funds for which that Independent Board Member serves. The Chair of the Board receives an additional annual retainer in the amount of $40,000 and the Chairman of the Audit Committee receives an additional annual retainer in the amount of $10,000, each of which is paid quarterly and allocated to each fund in the Fund complex for which such Chairman provides services based on the relative net assets of the fund. GNMA IAP is not allocated any part of this retainer. For the year ended December 31, 2006, all Funds supervised by Board 4 reimbursed Board Member expenses in an aggregate amount of $[ ].]
Compensation Table ($)
| Fund(1)(2) | David O. Beim | |
FDP Series, Inc. | N/A | |
Marsico Growth FDP Fund | N/A | |
MFS Research International FDP Fund | N/A | |
Franklin Templeton Total Return FDP Fund | N/A | |
Van Kampen Value FDP Fund | N/A | |
Master Commodity Strategies LLC | N/A | |
BlackRock Commodity Strategies Fund | N/A | |
The GNMA Fund Investment Accumulation Program, Inc. | N/A | |
BlackRock Master LLC | ||
BlackRock Master Small Cap Growth Portfolio | ||
BlackRock Master International Portfolio | ||
BlackRock Series, Inc. | ||
BlackRock Small Cap Growth Fund II | ||
BlackRock International Fund | ||
BlackRock Principal Protected Trust | N/A | |
BlackRock Basic Value Principal Protected Fund | N/A | |
BlackRock Fundamental Growth Principal Protected Fund | N/A | |
BlackRock Core Principal Protected Fund | N/A | |
Master Institutional Money Market LLC | ||
Merrill Lynch Institutional Portfolio | ||
Merrill Lynch Premier Institutional Portfolio | ||
Merrill Lynch Institutional Tax-Exempt Portfolio | ||
Merrill Lynch Funds for Institutions Series | ||
Merrill Lynch Institutional Fund | ||
Merrill Lynch Premier Institutional Fund | ||
Merrill Lynch Institutional Tax-Exempt Fund |
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| Fund(1)(2) | David O. Beim | |
Merrill Lynch Government Fund | ||
Merrill Lynch Treasury Fund | ||
Total Compensation from Fund Complex | ||
Number of Funds in Fund Complex Overseen by Board Member | 24 |
| (1) | Information is for the Fund’s most recent fiscal year. |
| (2) | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
None of the Funds provide any pension or retirement benefits to Board Members of Board 4 or officers of the Fund.
[As of May 31, 2007, all Board Members of Board 4 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
Board 5
Bruce R. Bond, Richard S. Davis, Stuart E. Eizenstat, Laurence D. Fink, Robert M. Hernandez, Dr. Matina Horner, Toby Rosenblatt and David R. Wilmerding, Jr. currently comprise Board 5. Board 5 currently oversees the following Funds:
Trust/Corporation | Series | |
BlackRock FundsSM | Asset Allocation Portfolio | |
| All-Cap Global Resources Portfolio | ||
| Aurora Portfolio | ||
| Investment Trust | ||
| Exchange Portfolio | ||
| Global Opportunities Portfolio | ||
| Global Resources Portfolio | ||
| Global Science & Technology Opportunities Portfolio | ||
| Health Sciences Opportunities Portfolio | ||
| International Opportunities Portfolio | ||
| Capital Appreciation Portfolio | ||
| Mid-Cap Growth Equity Portfolio | ||
| Mid-Cap Value Equity Portfolio | ||
| Small Cap Growth Equity Portfolio | ||
| Small Cap Core Equity Portfolio | ||
| Small Cap Value Equity Portfolio | ||
| Small/Mid-Cap Growth Portfolio | ||
| U.S. Opportunities Portfolio | ||
| Index Equity Portfolio | ||
| Money Market Portfolio | ||
| Municipal Money Market Portfolio | ||
| U.S. Treasury Money Market Portfolio | ||
| North Carolina Municipal Money Market Portfolio | ||
| New Jersey Municipal Money Market Portfolio |
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Trust/Corporation | Series | |
| Ohio Municipal Money Market Portfolio | ||
| Pennsylvania Municipal Money Market Portfolio | ||
| Virginia Municipal Money Market Portfolio | ||
BlackRock Funds II | Total Return Portfolio | |
| Delaware Municipal Bond Portfolio | ||
| Enhanced Income Portfolio | ||
| AMT-Free Municipal Bond Portfolio | ||
| GNMA Portfolio | ||
| Government Income Portfolio | ||
| High Yield Bond Portfolio | ||
| Intermediate Bond Portfolio II | ||
| Intermediate Government Bond Portfolio | ||
| International Bond Portfolio | ||
| Inflation Protected Bond Portfolio | ||
| Kentucky Municipal Bond Portfolio | ||
| Low Duration Bond Portfolio | ||
| Managed Income Portfolio | ||
| Ohio Municipal Bond Portfolio | ||
| BlackRock Strategic Portfolio I | ||
| Total Return Portfolio II | ||
| Conservative Prepared Portfolio | ||
| Moderate Prepared Portfolio | ||
| Growth Prepared Portfolio | ||
| Aggressive Growth Prepared Portfolio | ||
| Prepared Portfolio 2010 | ||
| Prepared Portfolio 2015 | ||
| Prepared Portfolio 2020 | ||
| Prepared Portfolio 2025 | ||
| Prepared Portfolio 2030 | ||
| Prepared Portfolio 2035 | ||
| Prepared Portfolio 2040 | ||
| Prepared Portfolio 2045 | ||
| Prepared Portfolio 2050 | ||
BlackRock Bond Allocation Target Shares | Series C Portfolio | |
| Series M Portfolio | ||
| Series S Portfolio |
The Board Members who are not “interested persons,” as defined in the 1940 Act, receive a fee for each meeting of the Board and each committee meeting attended and are reimbursed for all out-of-pocket expenses relating to attendance at such meetings. The Funds do not provide compensation to any Board Member that is an “interested person,” as defined in the 1940 Act. Information regarding compensation paid to the non-interested Board Members of Board 5 for each Fund’s most recent fiscal year is set forth below. No compensation information is shown for certain Funds identified in the table below for Board Members whose term of office will not continue, with respect to those Funds, after the Meeting to which this Joint Proxy Statement relates.
[The Independent Board Members receive from the Funds in the Fund complex for which they oversee the following: (i) an annual retainer payment of $130,000; (ii) $10,000 for participating, either by telephone or in-person, in each Board meeting; (iii) $2,500 for participating, either by
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telephone or in person, in each Committee meeting; and (iv) an additional annual payment of $50,000 for the Chairman of the Board, $5,000 for the Vice Chairman of the Board, $15,000 for the Audit Committee Chairman and $5,000 for each of the Chairpersons of the Boards’ other committees. The Independent Board Members are reimbursed for any expenses incurred in attending meetings of the Board of or any committee thereof. During the Fund’s most recent fiscal year all Funds supervised by Board 5 reimbursed Board Member expenses in an aggregate amount of $[ ].]
Compensation Table ($)
| Fund(1) (2) | Bruce R. Bond | Stuart E. Eizenstat | Robert M. Hernandez | Dr. Matina Horner | Toby Rosenblatt | |||||
BlackRock FundsSM | N/A | N/A | N/A | |||||||
Asset Allocation Portfolio | N/A | N/A | N/A | |||||||
All-Cap Global Resources Portfolio | N/A | N/A | N/A | |||||||
Aurora Portfolio | N/A | N/A | N/A | |||||||
Investment Trust | N/A | N/A | N/A | |||||||
Exchange Portfolio | N/A | N/A | N/A | |||||||
Global Opportunities Portfolio | N/A | N/A | N/A | |||||||
Global Resources Portfolio | N/A | N/A | N/A | |||||||
Global Science & Technology Opportunities Portfolio | N/A | N/A | N/A | |||||||
Health Sciences Opportunities Portfolio | N/A | N/A | N/A | |||||||
International Opportunities Portfolio | N/A | N/A | N/A | |||||||
Capital Appreciation Portfolio | N/A | N/A | N/A | |||||||
Mid-Cap Growth Equity Portfolio | N/A | N/A | N/A | |||||||
Mid-Cap Value Equity Portfolio | N/A | N/A | N/A | |||||||
Small Cap Growth Equity Portfolio | N/A | N/A | N/A | |||||||
Small Cap Core Equity Portfolio | N/A | N/A | N/A | |||||||
Small Cap Value Equity Portfolio | N/A | N/A | N/A | |||||||
Small/Mid-Cap Growth Portfolio | N/A | N/A | N/A | |||||||
U.S. Opportunities Portfolio | N/A | N/A | N/A | |||||||
Index Equity Portfolio | N/A | N/A | N/A | |||||||
Money Market Portfolio | N/A | N/A | N/A | |||||||
Municipal Money Market Portfolio | N/A | N/A | N/A | |||||||
U.S. Treasury Money Market Portfolio | N/A | N/A | N/A | |||||||
North Carolina Municipal Money Market Portfolio | N/A | N/A | N/A | |||||||
New Jersey Municipal Money Market Portfolio | N/A | N/A | N/A | |||||||
Ohio Municipal Money Market Portfolio | N/A | N/A | N/A | |||||||
Pennsylvania Municipal Money Market Portfolio | N/A | N/A | N/A | |||||||
Virginia Municipal Money Market Portfolio | N/A | N/A | N/A |
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| Fund(1) (2) | Bruce R. Bond | Stuart E. Eizenstat | Robert M. Hernandez | Dr. Matina Horner | Toby Rosenblatt | |||||
BlackRock Funds II | N/A | N/A | ||||||||
Total Return Portfolio | N/A | N/A | ||||||||
Delaware Municipal Bond Portfolio | N/A | N/A | ||||||||
Enhanced Income Portfolio | N/A | N/A | ||||||||
AMT-Free Municipal Bond Portfolio | N/A | N/A | ||||||||
GNMA Portfolio | N/A | N/A | ||||||||
Government Income Portfolio | N/A | N/A | ||||||||
High Yield Bond Portfolio | N/A | N/A | ||||||||
Intermediate Bond Portfolio II | N/A | N/A | ||||||||
Intermediate Government Bond Portfolio | N/A | N/A | ||||||||
International Bond Portfolio | N/A | N/A | ||||||||
Inflation Protected Bond Portfolio | N/A | N/A | ||||||||
Kentucky Municipal Bond Portfolio | N/A | N/A | ||||||||
Low Duration Bond Portfolio | N/A | N/A | ||||||||
Managed Income Portfolio | N/A | N/A | ||||||||
Ohio Municipal Bond Portfolio | N/A | N/A | ||||||||
BlackRock Strategic Portfolio I | N/A | N/A | ||||||||
Total Return Portfolio II | N/A | N/A | ||||||||
Conservative Prepared Portfolio | N/A | N/A | ||||||||
Moderate Prepared Portfolio | N/A | N/A | ||||||||
Growth Prepared Portfolio | N/A | N/A | ||||||||
Aggressive Growth Prepared Portfolio | N/A | N/A | ||||||||
Prepared Portfolio 2010 | N/A | N/A | ||||||||
Prepared Portfolio 2015 | N/A | N/A | ||||||||
Prepared Portfolio 2020 | N/A | N/A | ||||||||
Prepared Portfolio 2025 | N/A | N/A | ||||||||
Prepared Portfolio 2030 | N/A | N/A | ||||||||
Prepared Portfolio 2035 | N/A | N/A | ||||||||
Prepared Portfolio 2040 | N/A | N/A | ||||||||
Prepared Portfolio 2045 | N/A | N/A | ||||||||
Prepared Portfolio 2050 | N/A | N/A | ||||||||
BlackRock Bond Allocation Target Shares | N/A | N/A | ||||||||
Series C Portfolio | N/A | N/A | ||||||||
Series M Portfolio | N/A | N/A | ||||||||
Series S Portfolio | N/A | N/A | ||||||||
Total Compensation from Fund Complex | ||||||||||
Number of Funds in Fund Complex Overseen by Board Member |
| (1) | Information is for the Fund’s most recent fiscal year. |
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| (2) | The term “N/A” when used in this Appendix C refers to the fact that no compensation information is shown for Board Members of the indicated Funds whose term of office with respect to that Fund will not continue after the Meeting to which this Joint Proxy Statement relates. |
None of the Funds currently provides any pension or retirement benefits to the Board Members of Board 5 or officers of the Funds.
[As of May 31, 2007, all Board Members of Board 5 and officers as a group owned less than 1% of the outstanding shares of each Fund.]
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Equity Securities Owned by Nominees
The following table shows the amount of equity securities owned by the Nominees in Funds that they oversee or are nominated to oversee as of March 31, 2007.
Name of Nominee | Fund Name | Number of Shares Owned | Aggregate Dollar Range of Equity Securities in Each Fund | Aggregate Dollar Range of Equity Securities in All Funds Overseen or To Be Overseen by the Nominee in Fund Complex | ||||
Board A | ||||||||
Interested Nominees: | ||||||||
Richard S. Davis | ||||||||
Laurence D. Fink | ||||||||
Henry Gabbay | ||||||||
Independent Nominees: | ||||||||
James H. Bodurtha | ||||||||
Bruce R. Bond | ||||||||
Donald W. Burton | ||||||||
Stuart E. Eizenstat | ||||||||
Kenneth A. Froot | ||||||||
Robert M. Hernandez | ||||||||
John F. O’Brien | ||||||||
Roberta Cooper Ramo | ||||||||
Jean Margo Reid | ||||||||
David H. Walsh | ||||||||
Fred G. Weiss | ||||||||
Richard R. West | ||||||||
Board B | ||||||||
Interested Nominees: | ||||||||
Richard S. Davis | ||||||||
Henry Gabbay | ||||||||
Independent Nominees: | ||||||||
David O. Beim | ||||||||
Ronald W. Forbes | ||||||||
Dr. Matina Horner | ||||||||
Rodney D. Johnson | ||||||||
Herbert I. London | ||||||||
Cynthia A. Montgomery | ||||||||
Joseph P. Platt, Jr. | ||||||||
Robert C. Robb, Jr. | ||||||||
Toby Rosenblatt | ||||||||
Kenneth L. Urish | ||||||||
Frederick W. Winter | ||||||||
[As of May 31, 2007, all Nominees and officers as a group owned less than 1% of the outstanding shares of each Fund for which they are nominated to oversee.]
[None of the independent Nominees or their family members had any interest in BlackRock or any person directly or indirectly controlling, controlled by, or under common control with BlackRock as of May 31, 2007.]
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Meetings of the Boards
During the most recent full fiscal year for each Fund as grouped in the table below, the Boards met the following number of times:
| Board 1 | |||||
| Fund | Fiscal Year End | Number of Board Meetings | |||
Master Value Opportunities, Value Opportunities | March 31 | [insert | ] | ||
Master Basic Value, Basic Value | June 30 | [insert | ] | ||
Natural Resources | July 31 | [insert | ] | ||
Global Growth, ML USA Gov’t Reserves | August 31 | [insert | ] | ||
Balanced Capital Fund | September 30 | [insert | ] | ||
ML Treasury Money Fund | November 30 | [insert | ] | ||
| ML Ready Assets, Balanced Capital Portfolio, Large Cap Core Portfolio, Bond Portfolio, Global Allocation Portfolio, Fundamental Growth Portfolio, High Income Portfolio, Gov’t Income Portfolio, Money Market Portfolio, Master Core Bond Enhanced, Master Enhanced S&P 500, Master Enhanced Int’l, Master Extended Market Index, Master Enhanced Small Cap, Master Int’l Index, Master S&P 500 Index, Master Small Cap Index, Master Mid Cap Index, Intl’ Index, S&P 500 Index, Small Cap Index | December 31 | [insert | ] | ||
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| Board 2 | |||||
| Fund | Fiscal Year End | Number of Board Meetings | |||
| Master Money, Master Gov’t Securities, Master Tax-Exempt, Master Treasury, Master Bond, CMA Money Fund, WCMA Money Fund, CMA Gov’t Securities, WCMA Gov’t Securities, CMA Tax-Exempt, WCMA Tax-Exempt, CMA Treasury, WCMA Treasury, CMA AZ Municipal, CMA CA Municipal, CMA CT Municipal, CMA FL Municipal, CMA MA Municipal, CMA MI Municipal, CMA NJ Municipal, CMA NY Municipal, CMA NC Municipal, CMA OH Municipal, CMA PA Municipal, Global Technology Fund | March 31 | [insert | ] | ||
Healthcare Fund | April 30 | [insert | ] | ||
| Developing Capital Markets, Global SmallCap, Short-Term Municipal, High Yield Municipal, National Municipal, Municipal Insured | June 30 | [insert | ] | ||
Equity Dividend | July 31 | [insert | ] | ||
Bond Fund, High Income Fund, Global Financial Services Master | September 30 | [insert | ] | ||
| EuroFund, Global Allocation Fund, Global Dynamic Equity, Intermediate Municipal | October 31 | [insert | ] | ||
Latin America Fund, Utilities & Telecoms Fund | November 30 | [insert | ] | ||
Global Financial Services, Pacific Fund | December 31 | [insert | ] | ||
| Board 3 | |||||
| Fund | Fiscal Year End | Number of Board Meetings | |||
Mid Cap Value Opportunities, Mid Cap Value Opportunities | January 31 | [insert | ] | ||
| MAS Mid Cap Value, MAS High Income, MAS US Mortgage, MAS Global SmallCap | April 30 | [insert | ] | ||
Summit Cash Reserves | May 31 | [insert | ] | ||
Int’l Value, Short-Term Bond Master Short-Term Bond | June 30 | [insert | ] | ||
Focus Value, FL Municipal, NJ Municipal, PA Municipal, | July 31 | [insert | ] | ||
CA Insured, Fundamental Growth Fund | August 31 | [insert | ] | ||
NY Municipal | September 30 | [insert | ] | ||
| Master Large Cap Growth, Master Large Cap Value, Master Large Cap Core, Large Cap Value, Large Cap Core, Large Cap Growth, ML Retirement Reserves | October 31 | [insert | ] | ||
Master Focus Twenty, Focus Twenty | November 30 | [insert | ] | ||
| Balanced Capital V.I., Basic Value V.I., Core Bond V.I., Money Market V.I., Fundamental Growth V.I., Global Growth V.I., Gov’t Income V.I., High Income V.I., S&P 500 Index V.I., Large Cap Core V.I., Large Cap Growth V.I., Large Cap Value V.I., Value Opportunities V.I., Utilities & Telecoms V.I., World Income, Int’l Value V.I., Global Allocation V.I. | December 31 | [insert | ] | ||
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| Board 4 | |||||
| Fund | Fiscal Year End | Number of Board Meetings | |||
| ML Institutional Fund, ML Premier Institutional Fund, ML Institutional Tax-Exempt Fund, ML Gov’t, ML Treasury, ML Institutional, ML Premier Institutional, ML Institutional Tax-Exempt | April 30 | [insert | ] | ||
| Growth FDP, Research Int’l FDP, Total Return FDP, Value FDP, Master Small Cap Growth, Master Int’l Small Cap Growth II, Int’l Fund | May 31 | [insert | ] | ||
Basic Value PPF | June 30 | [insert | ] | ||
Fundamental Growth PPF | August 31 | [insert | ] | ||
Core PPF | October 31 | [insert | ] | ||
Master Commodity Strategies; Commodity Strategies | November 30 | [insert | ] | ||
GNMA IAP | December 31 | [insert | ] | ||
| Board 5 | |||||
| Fund | Fiscal Year End | Number of Board Meetings | |||
| Asset Allocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Opportunities Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, KY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, Bond Allocation—C, Bond Allocation—M, Bond Allocation—S | September 30 | [insert | ] | ||
| PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, PP50 | October 31 | [insert | ] | ||
[Each incumbent Board Member attended more than 75% of the aggregate number of meetings of each Board and of each committee of each Board on which the Board Member served.]
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Standing Committees of the Boards
The business and affairs of each Registrant are managed by or under the direction of its Board.
Audit Committee. Each Board has a standing Audit Committee comprised of all Board Members (except, in the case of Board 5, comprised of Messrs. Bond, Hernandez and Wilmerding) who are not “interested persons,” within the meaning of the 1940 Act, of the Registrant. The primary purposes of each Board’s Audit Committee are to assist the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the Registrant, the qualifications and independence of the Registrant’s independent registered public accounting firm, and the Registrant’s compliance with legal and regulatory requirements. The Audit Committee reviews the scope of the Registrant’s audit, accounting and financial reporting policies and practices and internal controls. The Audit Committee approves, and recommends to the Independent Board Members for their ratification, the selection, appointment, retention or termination of the Registrant’s independent registered public accounting firm. The Audit Committee also approves all audit and permissible non-audit services provided by the Registrant’s independent registered public accounting firm to its manager or adviser and any affiliated service providers if the engagement relates directly to the Registrant’s operations and financial reporting of the Registrant.
Governance and Nominating Committee or Nominating Committee. Board 5 has a standing Governance and Nominating Committee, and Boards 1, 2, 3 and 4 each have a Nominating Committee. All Board Members who are not “interested persons,” within the meaning of the 1940 Act, are members of the Governance and Nominating Committee or Nominating Committee, except, in the case of Board 5, Dr. Horner and Messrs. Eizenstat, Bond and Hernandez are members of the Governance and Nominating Committee.
Each Governance and Nominating Committee or Nominating Committee is responsible for, among other things, recommending candidates to fill vacancies on the Board. The Governance and Nominating Committee of the Board 5 Funds also is responsible for, among other things, the scheduling and organization of Board meetings, evaluating the structure and composition of the board and determining compensation of the Board 5 Funds’ Independent Board Members.
Each Governance or Nominating Committee, and each Audit Committee, met the following number of times for each Fund’s most recent fiscal year:
| Board 1 | ||||||||
| Fund | Fiscal Year End | Number of Nominating Committee Meetings | Number of Audit Committee Meetings | |||||
Master Value Opportunities, Value Opportunities | March 31 | [insert | ] | [insert | ] | |||
Master Basic Value, Basic Value | June 30 | [insert | ] | [insert | ] | |||
Natural Resources | July 31 | [insert | ] | [insert | ] | |||
Global Growth, ML USA Gov’t Reserves | August 31 | [insert | ] | [insert | ] | |||
Balanced Capital Fund | September 30 | [insert | ] | [insert | ] | |||
ML Treasury Money Fund | November 30 | [insert | ] | [insert | ] | |||
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| Board 1 | ||||||||
| Fund | Fiscal Year End | Number of Nominating Committee Meetings | Number of Audit Committee Meetings | |||||
| ML Ready Assets, Balanced Capital Portfolio, Large Cap Core Portfolio, Bond Portfolio, Global Allocation Portfolio, Fundamental Growth Portfolio, High Income Portfolio, Gov’t Income Portfolio, Money Market Portfolio, Master Core Bond Enhanced, Master Enhanced S&P 500, Master Enhanced Int’l, Master Extended Market Index, Master Enhanced Small Cap, Master Int’l Index, Master S&P 500 Index, Master Small Cap Index, Master Mid Cap Index, Intl’ Index, S&P 500 Index, Small Cap Index | December 31 | [insert | ] | [insert | ] | |||
| Board 2 | ||||||||
| Fund | Fiscal Year End | Number of Nominating Committee Meetings | Number of Audit Committee Meetings | |||||
| Master Money, Master Gov’t Securities, Master Tax-Exempt, Master Treasury, Master Bond, CMA Money Fund, WCMA Money Fund, CMA Gov’t Securities, WCMA Gov’t Securities, CMA Tax-Exempt, WCMA Tax-Exempt, CMA Treasury, WCMA Treasury, CMA AZ Municipal, CMA CA Municipal, CMA CT Municipal, CMA FL Municipal, CMA MA Municipal, CMA MI Municipal, CMA NJ Municipal, CMA NY Municipal, CMA NC Municipal, CMA OH Municipal, CMA PA Municipal, Global Technology Fund | March 31 | [insert | ] | [insert | ] | |||
Healthcare Fund | April 30 | [insert | ] | [insert | ] | |||
| Developing Capital Markets, Global SmallCap, Short-Term Municipal, High Yield Municipal, National Municipal, Municipal Insured | June 30 | [insert | ] | [insert | ] | |||
Equity Dividend | July 31 | [insert | ] | [insert | ] | |||
Bond Fund, High Income Fund, Global Financial Services Master | September 30 | [insert | ] | [insert | ] | |||
| EuroFund, Global Allocation Fund, Global Dynamic Equity, Intermediate Municipal | October 31 | [insert | ] | [insert | ] | |||
Latin America Fund, Utilities & Telecoms Fund | November 30 | [insert | ] | [insert | ] | |||
Global Financial Services, Pacific Fund | December 31 | [insert | ] | [insert | ] | |||
| Board 3 | ||||||||
| Fund | Fiscal Year End | Number of Nominating Committee Meetings | Number of Audit Committee Meetings | |||||
Mid Cap Value Opportunities | January 31 | [insert | ] | [insert | ] | |||
MAS Mid Cap Value, MAS High Income, MAS US Mortgage, MAS Global SmallCap | April 30 | [insert | ] | [insert | ] | |||
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| Board 3 | ||||||||
| Fund | Fiscal Year End | Number of Nominating Committee Meetings | Number of Audit Committee Meetings | |||||
Summit Cash Reserves | May 31 | [insert | ] | [insert | ] | |||
Int’l Value, Short-Term Bond Master Short-Term Bond | June 30 | [insert | ] | [insert | ] | |||
Focus Value, FL Municipal, NJ Municipal, PA Municipal, | July 31 | [insert | ] | [insert | ] | |||
CA Insured, Fundamental Growth Fund | August 31 | [insert | ] | [insert | ] | |||
NY Municipal | September 30 | [insert | ] | [insert | ] | |||
| Master Large Cap Growth, Master Large Cap Value, Master Large Cap Core, Large Cap Value, Large Cap Core, Large Cap Growth, ML Retirement Reserves | October 31 | [insert | ] | [insert | ] | |||
Master Focus Twenty, Focus Twenty | November 30 | [insert | ] | [insert | ] | |||
| Balanced Capital V.I., Basic Value V.I., Core Bond V.I., Money Market V.I., Fundamental Growth V.I., Global Growth V.I., Gov’t Income V.I., High Income V.I., S&P 500 Index V.I., Large Cap Core V.I., Large Cap Growth V.I., Large Cap Value V.I., Value Opportunities V.I., Utilities & Telecoms V.I., World Income, Int’l Value V.I., Global Allocation V.I. | December 31 | [insert | ] | [insert | ] | |||
| Board 4 | ||||||||
| Fund | Fiscal Year End | Number of Nominating Committee Meetings | Number of Audit Committee Meetings | |||||
| ML Institutional Fund, ML Premier Institutional Fund, ML Institutional Tax-Exempt Fund, ML Gov’t, ML Treasury, ML Institutional, ML Premier Institutional, ML Institutional Tax-Exempt | April 30 | [insert | ] | [insert | ] | |||
| Growth FDP, Research Int’l FDP, Total Return FDP, Value FDP, Master Small Cap Growth, Master Int’l Small Cap Growth II, Int’l Fund | May 31 | [insert | ] | [insert | ] | |||
Basic Value PPF | June 30 | [insert | ] | [insert | ] | |||
Fundamental Growth PPF | August 31 | [insert | ] | [insert | ] | |||
Core PPF | October 31 | [insert | ] | [insert | ] | |||
Master Commodity Strategies; Commodity Strategies | November 30 | [insert | ] | [insert | ] | |||
GNMA IAP | December 31 | [insert | ] | [insert | ] | |||
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| Board 5 | ||||||||
| Fund | Fiscal Year End | Number of Governance Committee Meetings | Number of Audit Committee Meetings | |||||
| Asset Allocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Opportunities Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, KY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, Bond Allocation—C, Bond Allocation—M, Bond Allocation—S | September 30 | [insert | ] | [insert | ] | |||
| PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, PP50 | October 31 | [insert | ] | [insert | ] | |||
Each Governance and Nominating Committee or Nominating Committee may consider nominees recommended by a shareholder. Shareholders who wish to recommend a nominee should send recommendations to the Registrant Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Board Members. A copy of the Charter of the Governance and Nominating Committee or Nominating Committee for each Registrant is included inAppendix G.
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Board 5 has three additional standing committees, as follows:
Compliance Committee. The members of the Compliance Committee are Dr. Horner and Messrs. Eizenstat and Rosenblatt. The Committee is responsible for monitoring compliance issues regarding each Fund that it oversees. The Committee met the following times during each Board 5 Fund’s most recent fiscal year:
| Board 5 | ||||
| Fund | Fiscal Year End | Number of Compliance Committee Meetings | ||
| Asset Allocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Opportunities Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, KY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, Bond Allocation—C, Bond Allocation—M, Bond Allocation—S | September 30 | [insert] | ||
| PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, PP50 | October 31 | [insert] | ||
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Valuation and Pricing Committee. The members of the Valuation and Pricing Committee are Messrs. Bond, Davis, Eizenstat, Fink, Hernandez, Rosenblatt, Wilmerding and Dr. Horner. The Committee is responsible for valuation issues regarding the portfolio securities of each Fund that it oversees. The Committee met the following times during each Board 5 Fund’s most recent fiscal year:
| Board 5 | ||||
| Fund | Fiscal Year End | Number of Valuation and Pricing Committee Meetings | ||
| Asset Allocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Opportunities Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, KY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, Bond Allocation—C, Bond Allocation—M, Bond Allocation—S | September 30 | [insert] | ||
| PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, PP50 | October 31 | [insert] | ||
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Performance Review Committee. The members of the Performance Review Committee are Messrs. Bond, Eizenstat, Rosenblatt and Wilmerding. The Committee is responsible for reviewing the performance of the Funds that it oversees. The Committee met the following times during each Board 5 Fund’s most recent fiscal year
| Board 5 | ||||
| Fund | Fiscal Year End | Number of Performance Review Committee Meetings | ||
| Asset Allocation, All-Cap Global Resources, Aurora, Investment Trust, Exchange Portfolio, Global Opportunities Portfolio, Global Resources Portfolio, Science & Tech Opportunities, Health Sciences Opportunities, Int’l Opportunities Portfolio, Capital Appreciation Portfolio, Mid-Cap Growth Equity, Mid-Cap Value Equity, Small Cap Growth Equity, Small Cap Core Equity, Small Cap Value Equity, Small/Mid-Cap Growth, US Opportunities, Index Equity, Money Market, Municipal Money Market, Treasury Money Market, NC Money Market, NJ Money Market, OH Money Market, PA Money Market, VA Money Market, Total Return, DE Municipal, Enhanced Income, AMT-Free Portfolio, GNMA Portfolio, Gov’t Income, High Yield Bond Portfolio, Intermediate Bond II, Intermediate Gov’t Bond, Int’l Bond Portfolio, Inflation Protected, KY Municipal, Low Duration Portfolio, Managed Income, OH Municipal, Strategic Portfolio I, Total Return II, Conservative Prepared, Moderate Prepared, Growth Prepared, Aggressive Growth Prepared, Bond Allocation—C, Bond Allocation—M, Bond Allocation—S | September 30 | [insert] | ||
| PP2010, PP2015, PP2020, PP2025, PP2030, PP2035, PP2040, PP2045, PP50 | October 31 | [insert] | ||
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Governance and Nominating Committee or Nominating Committee
Nominating Committee Charter
(Boards 1, 2, 3 and 4)
I. Organization
The Nominating Committee (the “Committee”) of the Board of Directors/Trustees for the registered investment companies (each a “Fund” and collectively, the “Funds”) listed on Exhibit A attached hereto shall be composed solely of Directors/Trustees who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), and who are “independent” as defined in the New York Stock Exchange and the American Stock Exchange (each, an “Exchange”) listing standards (if applicable) (“Independent Directors”). The Board of Directors/Trustees of the Fund (the “Board”) shall appoint the members of the Committee (which may or may not be all of the Independent Directors) and shall designate the Chairman of the Committee. The Committee shall have authority to retain outside counsel and other advisors the Committee deems appropriate and shall have the sole authority to approve the compensation and other terms of their retention.
II. Responsibilities
The Committee shall identify individuals qualified to serve as Independent Directors of the Fund and shall recommend its nominees for consideration by the full Board.
III. Identification And Evaluation Of Potential Nominees
In identifying and evaluating a person as a potential nominee to serve as an Independent Director of the Fund, the Committee should consider among other factors it may deem relevant:
| • | the contribution which the person can make to the Board, with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant; |
| • | the character and integrity of the person; |
| • | whether or not the person is an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director or Independent Director of the Fund; |
| • | whether or not the person has any relationships that might impair his or her independence, such as any business, charitable, financial or family relationships with Fund management, the investment adviser or manager of the Fund, Fund service providers or their affiliates; |
| • | whether or not the person is financially literate pursuant to the applicable Exchange’s audit committee membership standards; |
| • | whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes; |
| • | whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Director of the Fund; |
| • | whether or not the selection and nomination of the person would be consistent with the requirements of the Fund’s retirement policy. |
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While the Committee is solely responsible for the selection and nomination of the Fund’s Independent Directors, the Committee may consider nominations for the office of Director made by Fund stockholders or by management in the same manner as it deems appropriate. Stockholders who wish to recommend a nominee should send nominations to the Secretary of the Fund which include biographical information and set forth the qualifications of the proposed nominee. The Secretary of the Fund will forward all nominations received to the Committee.
IV. Quorum
A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the Committee present at any meeting at which there is quorum shall be the act of the Committee.
V. Nomination Of Directors
After a determination by the Committee that a person should be nominated as an Independent Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration and, where appropriate, to the Independent Directors.
V. Meetings
The Committee may meet either on its own or in conjunction with meetings of the Board. Meetings of the Committee may be held in person, video conference or by conference telephone. The Committee may take action by unanimous written consent in lieu of a meeting.
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Governance and Nominating Committee Charter
(Board 5)
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
OF THE
BOARDS OF TRUSTEES OF BLACKROCK FUNDSSM, BLACKROCK FUNDS II AND
BLACKROCK BOND ALLOCATION TARGET SHARES
I. Purpose of the Governance and Nominating Committee
The purpose of the Governance and Nominating Committee (the “Committee”) of the Boards of Trustees (the “Board”) of BlackRock FundsSM, BlackRock Funds II and BlackRock Bond Allocation Target Shares (together, the “Funds”) is to provide assistance to the Board in fulfilling its responsibility with respect to oversight of the appropriate and effective governance of the Funds, including, but not limited to, advising the Board on the structure, composition and procedures of the Board’s committees, the size of the Board, the appropriate ratio of Trustees who are “interested persons” (as such term is defined in the Investment Company Act of 1940, as amended, or the “1940 Act”) versus those Trustees who are not “interested persons” (the “Independent Trustees”) and the compensation of the Independent Trustees.
The purpose of the Committee is also to provide assistance to the Board in selecting and nominating candidates for election to the Board, including, but not limited to, identifying candidates for any vacancies that exist from time to time, conducting diligence on such candidates as the Committee may deem appropriate (which may include, but is not necessarily limited to, examination of credentials, personal interviews, and inquiry of persons acquainted with the candidate) and making appropriate recommendations to the Board (in the case of candidates who are “interested persons”) or to the Independent Trustees (in the case of candidates who are not “interested persons”) for the election, or nomination for election, by Fund shareholders of a new Trustee.
II. Composition and Qualifications
The Committee will be comprised of not less than two members of the Board. No member of the Committee may be an “interested person” of the Funds as that term is defined in the 1940 Act. The members of the Committee will be appointed by the Board, and may be removed, with or without cause, by the Board.
III. Chairperson
The Board will designate one of the members of the Committee to be the Chairperson of the Committee. The Chairperson will chair all regular sessions of the Committee and set the agendas for each Committee meeting.
IV. Authority
The Committee will have the authority to carry out its duties and responsibilities as set forth in this Charter, to request appropriate officers of the Funds to provide or arrange to provide such information, data and services as the Committee may request and to institute any special investigations or inquiries as it deems necessary. The Committee will have the authority to hire or engage, at the Funds’ expense, special counsel and other experts and consultants whose assistance the Committee considers necessary to carry out any of its responsibilities under this Charter.
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VI. Meetings and Procedures of the Committee
Unless the Committee otherwise determines, the Committee will meet on a regular basis, but in all cases, no less frequently than quarterly, and will call any special meetings as the circumstances may require. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other will constitute a quorum. The Committee may also take action by written consent, if the number of members required for approval of such action at a meeting of the members consent to the action in writing and the written consents are filed with the records of meetings of the Committee, unless otherwise required by applicable law.
The Committee will have the right to excuse any Committee member from a meeting or portion thereof to permit the remaining members of the Committee to discuss or act on any matter for which, in the Committee’s opinion, the excused member’s participation is not appropriate, and such excused member’s absence in this circumstance will not be deemed an absence for the purposes of determining a quorum.
The Committee will cause to be maintained minutes of each of its meetings which it has approved and any records relating to those meetings and will provide copies of such minutes to the Board and the Funds.
V. Duties and Responsibilities of the Committee
The following are the general duties and responsibilities of the Committee and are set forth only for their guidance.
A. Corporate Governance and Other Related Responsibilities
The Committee’s corporate governance duties and responsibilities include the following.
1. The Committee will, on a periodic basis, evaluate the compensation and Fund shareholding guidelines of the Trustees and make any recommendations to the full Board that the Committee deems appropriate.
2. The Committee will, on an annual basis, evaluate its own performance and responsibilities under this Charter on the basis of all matters that it considers relevant and will make any recommendations to the full Board that the Committee deems appropriate.
3. The Committee will, on an annual basis (or more frequently if appropriate), evaluate the qualification of each Trustee who is a member of the Audit Committee as being (i) “independent” as defined by the rules promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Sarbanes-Oxley Act of 2002, (ii) “financially literate”, as such qualification is interpreted by the Board in its business judgment and (iii) an “audit committee financial expert” within the meaning of the rules and regulations promulgated by the SEC pursuant to the 1940 Act.
4. The Committee will serve in an advisory capacity to the Board and the Chairman of the Board in matters relating to the organizational and governance structure and conduct of the Board.
5. The Committee will, on an annual basis, assist and oversee a self-assessment of the Board as a whole to determine whether the Board is functioning effectively. The Committee will establish procedures to allow it to exercise this oversight function. The Committee will report to the full Board on the results of its evaluation, including any recommended actions to improve the performance of the Board.
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6. The Committee will review and recommend to the Board the allocation of compliance responsibilities among the various committees of the Board.
7. The Committee will, on an annual basis, review the adequacy of this Charter and recommend to the full Board any changes that the Committee deems appropriate.
B. Identification and Evaluation of Potential Nominees
The duties and responsibilities of the Committee also include establishing criteria for identifying and evaluating a person as a potential nominee to serve as a Trustee or Independent Trustee of the Funds. Such criteria will include, at a minimum, (i) to the extent required, compliance with the independence and other applicable requirements of the 1940 Act, all other applicable laws, rules, regulations and listing standards and the criteria, policies and principles set forth in this Charter and (ii) other factors that the Committee may deem relevant to the position, which may include, but will not be limited to, the following:
| • | the contribution that the person can make to the Board, with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant; |
| • | the character and integrity of the person; |
| • | whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee or Independent Trustee of the Funds; |
| • | whether or not the person has any relationships that might impair his or her independence, such as any business, charitable, financial or family relationships with Fund management, the Funds’ investment adviser, manager or subadviser, any Fund service provider or any of their respective affiliates; |
| • | whether or not the person is “financially literate”, as such qualification is interpreted by the Board in its business judgment; |
| • | whether or not the person serves on the boards of, or is otherwise affiliated with, competing financial service organizations or their related investment company complexes; and |
| • | whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Trustee. |
In addition to all of the above, the Committee will have such other duties, responsibilities and authorities as the Board from time to time may delegate.
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Officers of the Funds
The officers of each Fund, their ages and their principal occupations during the past five years (their titles may have varied during that period) are shown in the tables below. The address of each officer is BlackRock, Inc., 40 E. 52nd Street, New York, NY 10022.
Officers receive no compensation from the Funds, [although they may be reimbursed for reasonable travel expenses for attending meetings of the Boards.]
Each officer is an “interested person” of the Funds, as defined in the 1940 Act, by virtue of that individual’s position with BlackRock or its affiliates described in the table below.
Information Pertaining to the Officers
Name and | Current Position(s) with Fund | Length of Time Served* | Principal Occupation(s) During Past 5 Years | |||
Anne Ackerley Age: 44 | Vice President of BATS, BlackRock FundsSM and BlackRock Funds II | Since 2000 | Managing Director, BlackRock, Inc. (since May 2000); First Vice President and Operating Officer, Mergers and Acquisitions Group (1997-2000), First Vice President and Operating Officer, Public Finance Group (1995-1997), and First Vice President, Emerging Markets Fixed Income Research (1994-1995), Merrill Lynch & Co. | |||
Neal J. Andrews Age: 40 | Assistant Treasurer of all Registrants | Since 2006 | Managing Director of Administration and Operations Group, BlackRock Inc. (since August 2006); Senior Vice President and Line of Business Head, Fund Accounting and Administration, PFPC Inc. (1992-2006). | |||
Edward Baer Age: 38 | Assistant Secretary of BATS, BlackRock FundsSM and BlackRock Funds II | Since 2005 | Director and Senior Counsel of BlackRock, Inc. (since 2004); Associate, Willkie Farr & Gallagher LLP (2000-2004); Associate, Morgan Lewis & Bockius LLP (1995-2000). | |||
Bartholomew Battista Age: 47 | Vice President of BATS, BlackRock FundsSM and BlackRock Funds II | Since 2004 | Chief Compliance Officer and Anti-Money Laundering Compliance Officer of BlackRock, Inc. (since 2004); Managing Director (since 2003), and Director (1998-2002) of BlackRock, Inc.; Compliance Officer at Moore Capital Management (1995-1998). | |||
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Name and | Current Position(s) with Fund | Length of Time Served* | Principal Occupation(s) During Past 5 Years | |||
Donald C. Burke Age: 46 | President of BlackRock Funds II; Vice President and Treasurer of all other Registrants | Since 1993 | Managing Director of BlackRock Inc. (since 2006); Managing Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) and Fund Asset Management (“FAM”) from (2006), First Vice President thereof (1997-2005) and Treasurer thereof (1999-2006), Vice President of MLIM and FAM (1990-1997). | |||
Robert C. Doll, Jr. Age: 52 | President & Board Member of all Registrants except BlackRock FundsSM, BlackRock Funds II and BATS | Since 2005 | Vice Chairman and Director of BlackRock, Inc., Global Chief Investment Officer for Equities, Chairman of the BlackRock Retail Operating Committee, and member of the BlackRock Executive Committee since 2006; President of the Funds advised by Merrill Lynch Investment Managers, L.P. ("MLIM") and its affiliates "MLIM/FAM- advised funds") from 2005 to 2006 and Chief Investment Officer thereof from 2001 to 2006; President of MLIM and Fund Asset Management, L.P. ("FAM") from 2001 to 2006; Co-Head (Americas Region) thereof from 2000 to 2001 and Senior Vice President from 1999 to 2001; President and Director of Princeton Services, Inc. ("Princeton Services") and President of Princeton Administrators, L.P. ("Princeton Administrators") from 2001 to 2006; Chief Investment Officer of OppenheimerFunds, Inc. in 1999 and Executive Vice President thereof from 1991 to 1999. | |||
Jay Fife Age: 36 | Assistant Treasurer of all Registrants | Since 2006 | Director of BlackRock Inc. (since 2006); Assistant Treasurer of registered investment companies managed by MLIM (2005-2006), Director of MLIM Fund Services Group (2001-2006) and Vice President and Assistant Treasurer of IQ Funds (2005-2006). | |||
Spencer Fleming Age: 37 | Assistant Treasurer ofall Registrants | Since 2006 | Vice President of BlackRock Portfolio Compliance Group (since 2004); Associate in BlackRock Administrative Group (2001-2004); Assistant Vice President, Delaware Investments (1992-2001). | |||
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Name and | Current Position(s) with Fund | Length of Time Served* | Principal Occupation(s) During Past 5 Years | |||
Brian P. Kindelan Age: 48 | Secretary of BATS, BlackRock FundsSM and BlackRock Funds II | Since 1997 | Managing Director and Senior Counsel (since January 2005), Director and Senior Counsel (2001-2004) and Vice President and Senior Counsel (1998-2000), BlackRock Advisors, Inc.; Senior Counsel, PNC Bank Corp. (May 1995-April 1998). | |||
Robert Mahar Age: 61 | Assistant Treasurer of all Registrants | Since 2006 | Director, Global Portfolio Compliance, BlackRock Inc. (since 2006); Director and Divisional Compliance Officer for Equities (2002-2006), Director, Portfolio Administration (1999-2001) and Vice President (1996-1999), MLIM; Member of Investment Management Team for Merrill Lynch Pacific Fund, Merrill Lynch Growth Fund and Merrill Lynch Global Value Fund (1996-1999). | |||
Alice A. Pellegrino Age: 46 | Secretary of all Registrants except BlackRock FundsSM, BlackRock Funds II, and BATS | Since 2004 | Director of BlackRock, Inc. since 2006; Director (Legal Advisory) of MLIM since 2002; Vice President of MLIM from 1999 to 2002; Attorney associated with MLIM from 1997-1999; Secretary of MLIM, FAM, FAM Distributors, Inc. and Princeton Services since 2004. | |||
Howard Surloff Age: 41 | Assistant Secretary of all Registrants | Since 2006 | General Counsel of U.S. Funds at BlackRock, Inc. (since June 2006); General Counsel (U.S.), Goldman Sachs Asset Management (1993-2006). | |||
Vincent Tritto Age: 45 | Assistant Secretary of BATS, BlackRock FundsSM and BlackRock Funds II | Since 2003 | Managing Director and Assistant Secretary (since January 2005) and Director and Senior Counsel (2002-2004) of BlackRock, Inc. Executive Director (2000-2002) and Vice President (1998-2000), Morgan Stanley & Co. Incorporated and Morgan Stanley Asset Management Inc. and officer of various Morgan Stanley-sponsored investment vehicles: Counsel (1998); Associate (1988-1997), Rogers & Wells LLP, New York, NY. | |||
| * | Indicates the earliest year in which officer became an officer for a fund in the Fund complex. |
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Audit Fees, Audit Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants
Audit Fees and Audit Related Fees
Fund | Fiscal Year End | Audit Fees | Audit Related Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Bond Allocation Target Shares | ||||||||||
Series C Portfolio | ||||||||||
Series M Portfolio | ||||||||||
Series S Portfolio | ||||||||||
Master Value Opportunities LLC | ||||||||||
BlackRock Value Opportunities Fund, Inc. | ||||||||||
Master Basic Value LLC | ||||||||||
BlackRock Basic Value Fund, Inc. | ||||||||||
BlackRock Natural Resources Trust | ||||||||||
BlackRock Global Growth Fund, Inc. | ||||||||||
BlackRock Balanced Capital Fund, Inc. | ||||||||||
BlackRock Series Fund, Inc. | ||||||||||
BlackRock Balanced Capital Portfolio | ||||||||||
BlackRock Bond Portfolio | ||||||||||
BlackRock Fundamental Growth Portfolio | ||||||||||
BlackRock Global Allocation Portfolio | ||||||||||
BlackRock Government Income Portfolio | ||||||||||
BlackRock High Income Portfolio | ||||||||||
BlackRock Money Market Portfolio | ||||||||||
BlackRock Large Cap Core Portfolio | ||||||||||
BlackRock Global SmallCap Fund, Inc. | ||||||||||
Master Bond LLC | ||||||||||
Master Bond Portfolio | ||||||||||
BlackRock Bond Fund, Inc. | ||||||||||
BlackRock Bond Fund | ||||||||||
BlackRock High Income Fund | ||||||||||
BlackRock Municipal Bond Fund, Inc. | ||||||||||
BlackRock Municipal Insured Fund | ||||||||||
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Fund | Fiscal Year End | Audit Fees | Audit Related Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock National Municipal Fund | ||||||||||
BlackRock Short-Term Municipal Fund | ||||||||||
BlackRock High Yield Municipal Fund | ||||||||||
BlackRock Equity Dividend Fund | ||||||||||
BlackRock Global Allocation Fund, Inc. | ||||||||||
BlackRock EuroFund | ||||||||||
BlackRock Municipal Series Trust | ||||||||||
BlackRock Intermediate Municipal Fund | ||||||||||
BlackRock Global Dynamic Equity Fund | ||||||||||
BlackRock Utilities and Telecommunications Fund, Inc. | ||||||||||
BlackRock Mid Cap Value Opportunities Series, Inc. | ||||||||||
BlackRock Mid Cap Value Opportunities Fund | ||||||||||
Managed Account Series | ||||||||||
High Income Portfolio | ||||||||||
US Mortgage Portfolio | ||||||||||
Global SmallCap Portfolio | ||||||||||
Mid Cap Value Opportunities Portfolio | ||||||||||
Short-Term Bond Master LLC | ||||||||||
Short-Term Bond Master Portfolio | ||||||||||
BlackRock Short-Term Bond Series, Inc. | ||||||||||
BlackRock Short-Term Bond Fund | ||||||||||
BlackRock Focus Value Fund, Inc. | ||||||||||
BlackRock Multi-State Municipal Series Trust | ||||||||||
BlackRock Florida Municipal Bond Fund | ||||||||||
BlackRock New Jersey Municipal Bond Fund | ||||||||||
BlackRock Pennsylvania Municipal Bond Fund | ||||||||||
BlackRock New York Municipal Bond Fund | ||||||||||
BlackRock Fundamental Growth Fund, Inc. | ||||||||||
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Fund | Fiscal Year End | Audit Fees | Audit Related Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock California Municipal Series Trust | ||||||||||
BlackRock California Insured Municipal Bond Fund | ||||||||||
Master Focus Twenty LLC | ||||||||||
BlackRock Focus Twenty Fund, Inc. | ||||||||||
BlackRock Variable Series Funds, Inc. | ||||||||||
BlackRock Balanced Capital V.I. Fund | ||||||||||
BlackRock Basic Value V.I. Fund | ||||||||||
BlackRock Bond V.I. Fund | ||||||||||
BlackRock Fundamental Growth V.I. Fund | ||||||||||
BlackRock Global Growth V.I. Fund | ||||||||||
BlackRock S&P 500 Index V.I. Fund | ||||||||||
BlackRock Large Cap Core V.I. Fund | ||||||||||
BlackRock Large Cap Growth V.I. Fund | ||||||||||
BlackRock Large Cap Value V.I. Fund | ||||||||||
BlackRock Global Allocation V.I. Fund | ||||||||||
BlackRock Utilities and Telecommunications V.I. Fund | ||||||||||
BlackRock Value Opportunities V.I. Fund | ||||||||||
BlackRock International Value V.I. Fund | ||||||||||
BlackRock Government Income V.I. Fund | ||||||||||
BlackRock High Income V.I. Fund | ||||||||||
BlackRock Money Market V.I. Fund | ||||||||||
BlackRock World Income Fund, Inc. | ||||||||||
BlackRock International Value Trust | ||||||||||
BlackRock International Value Fund | ||||||||||
FDP Series, Inc. | ||||||||||
Franklin Templeton Total Return FDP Fund | ||||||||||
Marsico Growth FDP Fund | ||||||||||
I-3
Table of Contents
Fund | Fiscal Year End | Audit Fees | Audit Related Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
MFS Research International FDP Fund | ||||||||||
Van Kampen Value FDP Fund | ||||||||||
BlackRock Principal Protected Trust | ||||||||||
BlackRock Fundamental Growth Principal Protected Fund | ||||||||||
BlackRock Basic Value Principal Protected Fund | ||||||||||
BlackRock Core Principal Protected Fund | ||||||||||
Master Commodity Strategies LLC | ||||||||||
BlackRock Commodity Strategies Fund | ||||||||||
The GNMA Fund Investment Accumulation Program, Inc. | ||||||||||
BlackRock Funds Fixed Income Trust | ||||||||||
Total Return Portfolio | ||||||||||
Delaware Municipal Bond Portfolio | ||||||||||
Enhanced Income Portfolio | ||||||||||
AMT-Free Municipal Bond Portfolio | ||||||||||
GNMA Portfolio | ||||||||||
Government Income Portfolio | ||||||||||
High Yield Bond Portfolio | ||||||||||
Intermediate Bond Portfolio II | ||||||||||
Intermediate Government Bond Portfolio | ||||||||||
International Bond Portfolio | ||||||||||
Inflation Protected Bond Portfolio | ||||||||||
Kentucky Municipal Bond Portfolio | ||||||||||
Low Duration Bond Portfolio | ||||||||||
Managed Income Portfolio | ||||||||||
Ohio Municipal Bond Portfolio | ||||||||||
BlackRock Strategic Portfolio I | ||||||||||
Total Return Portfolio II | ||||||||||
Conservative Prepared Portfolio | ||||||||||
Moderate Prepared Portfolio | ||||||||||
Growth Prepared Portfolio | ||||||||||
Aggressive Growth Prepared Portfolio | ||||||||||
Prepared Portfolio 2010 | ||||||||||
Prepared Portfolio 2015 | ||||||||||
I-4
Table of Contents
Fund | Fiscal Year End | Audit Fees | Audit Related Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
Prepared Portfolio 2020 | ||||||||||
Prepared Portfolio 2025 | ||||||||||
Prepared Portfolio 2030 | ||||||||||
Prepared Portfolio 2035 | ||||||||||
Prepared Portfolio 2040 | ||||||||||
Prepared Portfolio 2045 | ||||||||||
Prepared Portfolio 2050 | ||||||||||
Merrill Lynch U.S.A. Government Reserves | ||||||||||
Merrill Lynch U.S. Treasury Money Fund | ||||||||||
BlackRock Index Funds, Inc. | ||||||||||
BlackRock International Index Fund | ||||||||||
BlackRock S&P 500 Index Fund | ||||||||||
BlackRock Small Cap Index Fund | ||||||||||
Quantitative Master Series LLC | ||||||||||
Master Enhanced Small Cap Series | ||||||||||
Master Core Bond Enhanced Index Series | ||||||||||
Master Enhanced International Series | ||||||||||
Master Enhanced S&P 500 Series | ||||||||||
Master Extended Market Index Series | ||||||||||
Master International Index Series | ||||||||||
Master Mid Cap Index Series | ||||||||||
Master S&P 500 Index Series | ||||||||||
Master Small Cap Index Series | ||||||||||
Merrill Lynch Ready Assets Trust | ||||||||||
BlackRock Healthcare Fund, Inc. | ||||||||||
BlackRock Global Technology Fund, Inc. | ||||||||||
Master Government Securities LLC | ||||||||||
Master Money LLC | ||||||||||
Master Treasury LLC | ||||||||||
Master Tax-Exempt LLC | ||||||||||
CMA Money Fund | ||||||||||
CMA Government Securities Fund | ||||||||||
CMA Tax Exempt Fund | ||||||||||
CMA Treasury Fund | ||||||||||
WCMA Government Securities Fund | ||||||||||
WCMA Money Fund | ||||||||||
I-5
Table of Contents
Fund | Fiscal Year End | Audit Fees | Audit Related Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
WCMA Tax-Exempt Fund | ||||||||||
WCMA Treasury Fund | ||||||||||
CMA Multi-State Municipal Series Trust | ||||||||||
CMA Arizona Municipal Money Fund | ||||||||||
CMA California Municipal Money Fund | ||||||||||
CMA Connecticut Municipal Money Fund | ||||||||||
CMA Massachusetts Municipal Money Fund | ||||||||||
CMA Michigan Municipal Money Fund | ||||||||||
CMA New Jersey Municipal Money Fund | ||||||||||
CMA New York Municipal Money Fund | ||||||||||
CMA North Carolina Municipal Money Fund | ||||||||||
CMA Ohio Municipal Money Fund | ||||||||||
CMA Pennsylvania Municipal Money Fund | ||||||||||
CMA Florida Municipal Money Fund | ||||||||||
BlackRock Developing Capital Markets Fund, Inc. | ||||||||||
BlackRock Latin America Fund, Inc. | ||||||||||
BlackRock Pacific Fund, Inc. | ||||||||||
Global Financial Services Master LLC | ||||||||||
BlackRock Global Financial Services Fund, Inc. | ||||||||||
BlackRock Financial Institution Series Trust | ||||||||||
BlackRock Summit Cash Reserves Fund | ||||||||||
Master Large Cap Series LLC | ||||||||||
Master Large Cap Core Portfolio | ||||||||||
Master Large Cap Growth Portfolio | ||||||||||
Master Large Cap Value Portfolio | ||||||||||
BlackRock Large Cap Series Funds, Inc. | ||||||||||
BlackRock Large Cap Core Fund | ||||||||||
I-6
Table of Contents
Fund | Fiscal Year End | Audit Fees | Audit Related Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Large Cap Growth Fund | ||||||||||
BlackRock Large Cap Value Fund | ||||||||||
Merrill Lynch Retirement Series Trust | ||||||||||
Merrill Lynch Retirement Reserves Money Fund | ||||||||||
Master Institutional Money Market LLC | ||||||||||
Merrill Lynch Premier Institutional Portfolio | ||||||||||
Merrill Lynch Institutional Portfolio | ||||||||||
Merrill Lynch Institutional Tax Exempt Portfolio | ||||||||||
Merrill Lynch Funds For Institutions Series | ||||||||||
Merrill Lynch Government Fund | ||||||||||
Merrill Lynch Treasury Fund | ||||||||||
Merrill Lynch Institutional Fund | ||||||||||
Merrill Lynch Premier Institutional Fund | ||||||||||
Merrill Lynch Institutional Tax Exempt Fund | ||||||||||
BlackRock Master LLC | ||||||||||
BlackRock Master Small Cap Growth Portfolio | ||||||||||
BlackRock Master International Portfolio | ||||||||||
BlackRock Series, Inc. | ||||||||||
BlackRock International Fund | ||||||||||
BlackRock Small Cap Growth Fund II | ||||||||||
BlackRock FundsSM | ||||||||||
Asset Allocation Portfolio | ||||||||||
All-Cap Global Resources Portfolio | ||||||||||
Aurora Portfolio | ||||||||||
Investment Trust | ||||||||||
Exchange Portfolio | ||||||||||
Global Opportunities Portfolio | ||||||||||
Global Resources Portfolio | ||||||||||
Global Science & Technology Opportunities Portfolio | ||||||||||
Health Sciences Opportunities Portfolio | ||||||||||
I-7
Table of Contents
Fund | Fiscal Year End | Audit Fees | Audit Related Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
International Opportunities Portfolio | ||||||||||
Capital Appreciation Portfolio | ||||||||||
Mid-Cap Growth Equity Portfolio | ||||||||||
Mid-Cap Value Equity Portfolio | ||||||||||
Small Cap Growth Equity Portfolio | ||||||||||
Small Cap Core Equity Portfolio | ||||||||||
Small Cap Value Equity Portfolio | ||||||||||
Small/Mid-Cap Growth Portfolio | ||||||||||
U.S. Opportunities Portfolio | ||||||||||
Index Equity Portfolio | ||||||||||
Money Market Portfolio | ||||||||||
Municipal Money Market Portfolio | ||||||||||
U.S. Treasury Money Market Portfolio | ||||||||||
North Carolina Municipal Money Market Portfolio | ||||||||||
New Jersey Municipal Money Market Portfolio | ||||||||||
Ohio Municipal Money Market Portfolio | ||||||||||
Pennsylvania Municipal Money Market Portfolio | ||||||||||
Virginia Municipal Money Market Portfolio | ||||||||||
Tax Fees and All Other Fees
Fund | Fiscal Year End | Tax Fees | All Other Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Bond Allocation Target Shares | ||||||||||
Series C Portfolio | ||||||||||
Series M Portfolio | ||||||||||
Series S Portfolio | ||||||||||
Master Value Opportunities LLC | ||||||||||
BlackRock Value Opportunities Fund, Inc. | ||||||||||
Master Basic Value LLC | ||||||||||
BlackRock Basic Value Fund, Inc. | ||||||||||
BlackRock Natural Resources Trust | ||||||||||
BlackRock Global Growth Fund, Inc. | ||||||||||
I-8
Table of Contents
Fund | Fiscal Year End | Tax Fees | All Other Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Balanced Capital Fund, Inc. | ||||||||||
BlackRock Series Fund, Inc. | ||||||||||
BlackRock Balanced Capital Portfolio | ||||||||||
BlackRock Bond Portfolio | ||||||||||
BlackRock Fundamental Growth Portfolio | ||||||||||
BlackRock Global Allocation Portfolio | ||||||||||
BlackRock Government Income Portfolio | ||||||||||
BlackRock High Income Portfolio | ||||||||||
BlackRock Money Market Portfolio | ||||||||||
BlackRock Large Cap Core Portfolio | ||||||||||
BlackRock Global SmallCap Fund, Inc. | ||||||||||
Master Bond LLC | ||||||||||
Master Bond Portfolio | ||||||||||
BlackRock Bond Fund, Inc. | ||||||||||
BlackRock Bond Fund | ||||||||||
BlackRock High Income Fund | ||||||||||
BlackRock Municipal Bond Fund, Inc. | ||||||||||
BlackRock Municipal Insured Fund | ||||||||||
BlackRock National Municipal Fund | ||||||||||
BlackRock Short-Term Municipal Fund | ||||||||||
BlackRock High Yield Municipal Fund | ||||||||||
BlackRock Equity Dividend Fund | ||||||||||
BlackRock Global Allocation Fund, Inc. | ||||||||||
BlackRock EuroFund | ||||||||||
BlackRock Municipal Series Trust | ||||||||||
BlackRock Intermediate Municipal Fund | ||||||||||
BlackRock Global Dynamic Equity Fund | ||||||||||
BlackRock Utilities and Telecommunications Fund, Inc. | ||||||||||
BlackRock Mid Cap Value Opportunities Series, Inc. | ||||||||||
BlackRock Mid Cap Value Opportunities Fund | ||||||||||
I-9
Table of Contents
Fund | Fiscal Year End | Tax Fees | All Other Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
Managed Account Series | ||||||||||
High Income Portfolio | ||||||||||
US Mortgage Portfolio | ||||||||||
Global SmallCap Portfolio | ||||||||||
Mid Cap Value Opportunities Portfolio | ||||||||||
Short-Term Bond Master LLC | ||||||||||
Short-Term Bond Master Portfolio | ||||||||||
BlackRock Short-Term Bond Series, Inc. | ||||||||||
BlackRock Short-Term Bond Fund | ||||||||||
BlackRock Focus Value Fund, Inc. | ||||||||||
BlackRock Multi-State Municipal Series Trust | ||||||||||
BlackRock Florida Municipal Bond Fund | ||||||||||
BlackRock New Jersey Municipal Bond Fund | ||||||||||
BlackRock Pennsylvania Municipal Bond Fund | ||||||||||
BlackRock New York Municipal Bond Fund | ||||||||||
BlackRock Fundamental Growth Fund, Inc. | ||||||||||
BlackRock California Municipal Series Trust | ||||||||||
BlackRock California Insured Municipal Bond Fund | ||||||||||
Master Focus Twenty LLC | ||||||||||
BlackRock Focus Twenty Fund, Inc. | ||||||||||
BlackRock Variable Series Funds, Inc. | ||||||||||
BlackRock Balanced Capital V.I. Fund | ||||||||||
BlackRock Basic Value V.I. Fund | ||||||||||
BlackRock Bond V.I. Fund | ||||||||||
BlackRock Fundamental Growth V.I. Fund | ||||||||||
BlackRock Global Growth V.I. Fund | ||||||||||
BlackRock S&P 500 Index V.I. Fund | ||||||||||
BlackRock Large Cap Core V.I. Fund | ||||||||||
BlackRock Large Cap Growth V.I. Fund | ||||||||||
BlackRock Large Cap Value V.I. Fund | ||||||||||
I-10
Table of Contents
Fund | Fiscal Year End | Tax Fees | All Other Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Global Allocation V.I. Fund | ||||||||||
BlackRock Utilities and Telecommunications V.I. Fund | ||||||||||
BlackRock Value Opportunities V.I. Fund | ||||||||||
BlackRock International Value V.I. Fund | ||||||||||
BlackRock Government Income V.I. Fund | ||||||||||
BlackRock High Income V.I. Fund | ||||||||||
BlackRock Money Market V.I. Fund | ||||||||||
BlackRock World Income Fund, Inc. | ||||||||||
BlackRock International Value Trust | ||||||||||
BlackRock International Value Fund | ||||||||||
FDP Series, Inc. | ||||||||||
Franklin Templeton Total Return FDP Fund | ||||||||||
Marsico Growth FDP Fund | ||||||||||
MFS Research International FDP Fund | ||||||||||
Van Kampen Value FDP Fund | ||||||||||
BlackRock Principal Protected Trust | ||||||||||
BlackRock Fundamental Growth Principal Protected Fund | ||||||||||
BlackRock Basic Value Principal Protected Fund | ||||||||||
BlackRock Core Principal Protected Fund | ||||||||||
Master Commodity Strategies LLC | ||||||||||
BlackRock Commodity Strategies Fund | ||||||||||
The GNMA Fund Investment Accumulation Program, Inc. | ||||||||||
BlackRock Funds Fixed Income Trust | ||||||||||
Total Return Portfolio | ||||||||||
Delaware Municipal Bond Portfolio | ||||||||||
Enhanced Income Portfolio | ||||||||||
AMT-Free Municipal Bond Portfolio | ||||||||||
GNMA Portfolio | ||||||||||
Government Income Portfolio | ||||||||||
High Yield Bond Portfolio | ||||||||||
Intermediate Bond Portfolio II | ||||||||||
I-11
Table of Contents
Fund | Fiscal Year End | Tax Fees | All Other Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
Intermediate Government Bond Portfolio | ||||||||||
International Bond Portfolio | ||||||||||
Inflation Protected Bond Portfolio | ||||||||||
Kentucky Municipal Bond Portfolio | ||||||||||
Low Duration Bond Portfolio | ||||||||||
Managed Income Portfolio | ||||||||||
Ohio Municipal Bond Portfolio | ||||||||||
BlackRock Strategic Portfolio I | ||||||||||
Total Return Portfolio II | ||||||||||
Conservative Prepared Portfolio | ||||||||||
Moderate Prepared Portfolio | ||||||||||
Growth Prepared Portfolio | ||||||||||
Aggressive Growth Prepared Portfolio | ||||||||||
Prepared Portfolio 2010 | ||||||||||
Prepared Portfolio 2015 | ||||||||||
Prepared Portfolio 2020 | ||||||||||
Prepared Portfolio 2025 | ||||||||||
Prepared Portfolio 2030 | ||||||||||
Prepared Portfolio 2035 | ||||||||||
Prepared Portfolio 2040 | ||||||||||
Prepared Portfolio 2045 | ||||||||||
Prepared Portfolio 2050 | ||||||||||
Merrill Lynch U.S.A. Government Reserves | ||||||||||
Merrill Lynch U.S. Treasury Money Fund | ||||||||||
BlackRock Index Funds, Inc. | ||||||||||
BlackRock International Index Fund | ||||||||||
BlackRock S&P 500 Index Fund | ||||||||||
BlackRock Small Cap Index Fund | ||||||||||
Quantitative Master Series LLC | ||||||||||
Master Enhanced Small Cap Series | ||||||||||
Master Core Bond Enhanced Index Series | ||||||||||
Master Enhanced International Series | ||||||||||
Master Enhanced S&P 500 Series | ||||||||||
Master Extended Market Index Series | ||||||||||
Master International Index Series | ||||||||||
Master Mid Cap Index Series | ||||||||||
Master S&P 500 Index Series | ||||||||||
Master Small Cap Index Series | ||||||||||
I-12
Table of Contents
Fund | Fiscal Year End | Tax Fees | All Other Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
Merrill Lynch Ready Assets Trust | ||||||||||
BlackRock Healthcare Fund, Inc. | ||||||||||
BlackRock Global Technology Fund, Inc. | ||||||||||
Master Government Securities LLC | ||||||||||
Master Money LLC | ||||||||||
Master Treasury LLC | ||||||||||
Master Tax-Exempt LLC | ||||||||||
CMA Money Fund | ||||||||||
CMA Government Securities Fund | ||||||||||
CMA Tax Exempt Fund | ||||||||||
CMA Treasury Fund | ||||||||||
WCMA Government Securities Fund | ||||||||||
WCMA Money Fund | ||||||||||
WCMA Tax-Exempt Fund | ||||||||||
WCMA Treasury Fund | ||||||||||
CMA Multi-State Municipal Series Trust | ||||||||||
CMA Arizona Municipal Money Fund | ||||||||||
CMA California Municipal Money Fund | ||||||||||
CMA Connecticut Municipal Money Fund | ||||||||||
CMA Massachusetts Municipal Money Fund | ||||||||||
CMA Michigan Municipal Money Fund | ||||||||||
CMA New Jersey Municipal Money Fund | ||||||||||
CMA New York Municipal Money Fund | ||||||||||
CMA North Carolina Municipal Money Fund | ||||||||||
CMA Ohio Municipal Money Fund | ||||||||||
CMA Pennsylvania Municipal Money Fund | ||||||||||
CMA Florida Municipal Money Fund | ||||||||||
BlackRock Developing Capital Markets Fund, Inc. | ||||||||||
BlackRock Latin America Fund, Inc. | ||||||||||
BlackRock Pacific Fund, Inc. | ||||||||||
Global Financial Services Master LLC | ||||||||||
BlackRock Global Financial Services Fund, Inc. | ||||||||||
I-13
Table of Contents
Fund | Fiscal Year End | Tax Fees | All Other Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Financial Institution Series Trust | ||||||||||
BlackRock Summit Cash Reserves Fund | ||||||||||
Master Large Cap Series LLC | ||||||||||
Master Large Cap Core Portfolio | ||||||||||
Master Large Cap Growth Portfolio | ||||||||||
Master Large Cap Value Portfolio | ||||||||||
BlackRock Large Cap Series Funds, Inc. | ||||||||||
BlackRock Large Cap Core Fund | ||||||||||
BlackRock Large Cap Growth Fund | ||||||||||
BlackRock Large Cap Value Fund | ||||||||||
Merrill Lynch Retirement Series Trust | ||||||||||
Merrill Lynch Retirement Reserves Money Fund | ||||||||||
Master Institutional Money Market LLC | ||||||||||
Merrill Lynch Premier Institutional Portfolio | ||||||||||
Merrill Lynch Institutional Portfolio | ||||||||||
Merrill Lynch Institutional Tax Exempt Portfolio | ||||||||||
Merrill Lynch Funds For Institutions Series | ||||||||||
Merrill Lynch Government Fund | ||||||||||
Merrill Lynch Treasury Fund | ||||||||||
Merrill Lynch Institutional Fund | ||||||||||
Merrill Lynch Premier Institutional Fund | ||||||||||
Merrill Lynch Institutional Tax Exempt Fund | ||||||||||
BlackRock Master LLC | ||||||||||
BlackRock Master Small Cap Growth Portfolio | ||||||||||
BlackRock Master International Portfolio | ||||||||||
BlackRock Series, Inc. | ||||||||||
BlackRock International Fund | ||||||||||
BlackRock Small Cap Growth Fund II | ||||||||||
I-14
Table of Contents
Fund | Fiscal Year End | Tax Fees | All Other Fees | |||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock FundsSM | ||||||||||
Asset Allocation Portfolio | ||||||||||
All-Cap Global Resources Portfolio | ||||||||||
Aurora Portfolio | ||||||||||
Investment Trust | ||||||||||
Exchange Portfolio | ||||||||||
Global Opportunities Portfolio | ||||||||||
Global Resources Portfolio | ||||||||||
Global Science & Technology Opportunities Portfolio | ||||||||||
Health Sciences Opportunities Portfolio | ||||||||||
International Opportunities Portfolio | ||||||||||
Capital Appreciation Portfolio | ||||||||||
Mid-Cap Growth Equity Portfolio | ||||||||||
Mid-Cap Value Equity Portfolio | ||||||||||
Small Cap Growth Equity Portfolio | ||||||||||
Small Cap Core Equity Portfolio | ||||||||||
Small Cap Value Equity Portfolio | ||||||||||
Small/Mid-Cap Growth Portfolio | ||||||||||
U.S. Opportunities Portfolio | ||||||||||
Index Equity Portfolio | ||||||||||
Money Market Portfolio | ||||||||||
Municipal Money Market Portfolio | ||||||||||
U.S. Treasury Money Market Portfolio | ||||||||||
North Carolina Municipal Money Market Portfolio | ||||||||||
New Jersey Municipal Money Market Portfolio | ||||||||||
Ohio Municipal Money Market Portfolio | ||||||||||
Pennsylvania Municipal Money Market Portfolio | ||||||||||
Virginia Municipal Money Market Portfolio | ||||||||||
I-15
Table of Contents
Fees for non-audit services provided to the Trust’s Affiliated Service Providers for which pre-approval by the Audit Committee was required:
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Bond Allocation Target Shares | ||||||||||||
Series C Portfolio | ||||||||||||
Series M Portfolio | ||||||||||||
Series S Portfolio | ||||||||||||
Master Value Opportunities LLC | ||||||||||||
BlackRock Value Opportunities Fund, Inc. | ||||||||||||
Master Basic Value LLC | ||||||||||||
BlackRock Basic Value Fund, Inc. | ||||||||||||
BlackRock Natural Resources Trust | ||||||||||||
BlackRock Global Growth Fund, Inc. | ||||||||||||
BlackRock Balanced Capital Fund, Inc. | ||||||||||||
BlackRock Series Fund, Inc. | ||||||||||||
BlackRock Balanced Capital Portfolio | ||||||||||||
BlackRock Bond Portfolio | ||||||||||||
BlackRock Fundamental Growth Portfolio | ||||||||||||
BlackRock Global Allocation Portfolio | ||||||||||||
BlackRock Government Income Portfolio | ||||||||||||
BlackRock High Income Portfolio | ||||||||||||
BlackRock Money Market Portfolio | ||||||||||||
BlackRock Large Cap Core Portfolio | ||||||||||||
BlackRock Global SmallCap Fund, Inc. | ||||||||||||
Master Bond LLC | ||||||||||||
Master Bond Portfolio | ||||||||||||
BlackRock Bond Fund, Inc. | ||||||||||||
BlackRock Bond Fund | ||||||||||||
BlackRock High Income Fund | ||||||||||||
I-16
Table of Contents
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Municipal Bond Fund, Inc. | ||||||||||||
BlackRock Municipal Insured Fund | ||||||||||||
BlackRock National Municipal Fund | ||||||||||||
BlackRock Short-Term Municipal Fund | ||||||||||||
BlackRock High Yield Municipal Fund | ||||||||||||
BlackRock Equity Dividend Fund | ||||||||||||
BlackRock Global Allocation Fund, Inc. | ||||||||||||
BlackRock EuroFund | ||||||||||||
BlackRock Municipal Series Trust | ||||||||||||
BlackRock Intermediate Municipal Fund | ||||||||||||
BlackRock Global Dynamic Equity Fund | ||||||||||||
BlackRock Utilities and Telecommunications Fund, Inc. | ||||||||||||
BlackRock Mid Cap Value Opportunities Series, Inc. | ||||||||||||
BlackRock Mid Cap Value Opportunities Fund | ||||||||||||
Managed Account Series | ||||||||||||
High Income Portfolio | ||||||||||||
US Mortgage Portfolio | ||||||||||||
Global SmallCap Portfolio | ||||||||||||
Mid Cap Value Opportunities Portfolio | ||||||||||||
Short-Term Bond Master LLC | ||||||||||||
Short-Term Bond Master Portfolio | ||||||||||||
BlackRock Short-Term Bond Series, Inc. | ||||||||||||
BlackRock Short-Term Bond Fund | ||||||||||||
I-17
Table of Contents
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Focus Value Fund, Inc. | ||||||||||||
BlackRock Multi-State Municipal Series Trust | ||||||||||||
BlackRock Florida Municipal Bond Fund | ||||||||||||
BlackRock New Jersey Municipal Bond Fund | ||||||||||||
BlackRock Pennsylvania Municipal Bond Fund | ||||||||||||
BlackRock New York Municipal Bond Fund | ||||||||||||
BlackRock Fundamental Growth Fund, Inc. | ||||||||||||
BlackRock California Municipal Series Trust | ||||||||||||
BlackRock California Insured Municipal Bond Fund | ||||||||||||
Master Focus Twenty LLC | ||||||||||||
BlackRock Focus Twenty Fund, Inc. | ||||||||||||
BlackRock Variable Series Funds, Inc. | ||||||||||||
BlackRock Balanced Capital V.I. Fund | ||||||||||||
BlackRock Basic Value V.I. Fund | ||||||||||||
BlackRock Bond V.I. Fund | ||||||||||||
BlackRock Fundamental Growth V.I. Fund | ||||||||||||
BlackRock Global Growth V.I. Fund | ||||||||||||
BlackRock S&P 500 Index V.I. Fund | ||||||||||||
BlackRock Large Cap Core V.I. Fund | ||||||||||||
BlackRock Large Cap Growth V.I. Fund | ||||||||||||
BlackRock Large Cap Value V.I. Fund | ||||||||||||
I-18
Table of Contents
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
BlackRock Global Allocation V.I. Fund | ||||||||||||
BlackRock Utilities and Telecommunications V.I. Fund | ||||||||||||
BlackRock Value Opportunities V.I. Fund | ||||||||||||
BlackRock International Value V.I. Fund | ||||||||||||
BlackRock Government Income V.I. Fund | ||||||||||||
BlackRock High Income V.I. Fund | ||||||||||||
BlackRock Money Market V.I. Fund | ||||||||||||
BlackRock World Income Fund, Inc. | ||||||||||||
BlackRock International Value Trust | ||||||||||||
BlackRock International Value Fund | ||||||||||||
FDP Series, Inc. | ||||||||||||
Franklin Templeton Total Return FDP Fund | ||||||||||||
Marsico Growth FDP Fund | ||||||||||||
MFS Research International FDP Fund | ||||||||||||
Van Kampen Value FDP Fund | ||||||||||||
BlackRock Principal Protected Trust | ||||||||||||
BlackRock Fundamental Growth Principal Protected Fund | ||||||||||||
BlackRock Basic Value Principal Protected Fund | ||||||||||||
BlackRock Core Principal Protected Fund | ||||||||||||
Master Commodity Strategies LLC | ||||||||||||
BlackRock Commodity Strategies Fund | ||||||||||||
I-19
Table of Contents
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
The GNMA Fund Investment Accumulation Program, Inc. | ||||||||||||
BlackRock Funds Fixed Income Trust | ||||||||||||
Total Return Portfolio | ||||||||||||
Delaware Municipal Bond Portfolio | ||||||||||||
Enhanced Income Portfolio | ||||||||||||
AMT-Free Municipal Bond Portfolio | ||||||||||||
GNMA Portfolio | ||||||||||||
Government Income Portfolio | ||||||||||||
High Yield Bond Portfolio | ||||||||||||
Intermediate Bond Portfolio II | ||||||||||||
Intermediate Government Bond Portfolio | ||||||||||||
International Bond Portfolio | ||||||||||||
Inflation Protected Bond Portfolio | ||||||||||||
Kentucky Municipal Bond Portfolio | ||||||||||||
Low Duration Bond Portfolio | ||||||||||||
Managed Income Portfolio | ||||||||||||
Ohio Municipal Bond Portfolio | ||||||||||||
BlackRock Strategic Portfolio I | ||||||||||||
Total Return Portfolio II | ||||||||||||
Conservative Prepared Portfolio | ||||||||||||
Moderate Prepared Portfolio | ||||||||||||
Growth Prepared Portfolio | ||||||||||||
Aggressive Growth Prepared Portfolio | ||||||||||||
Prepared Portfolio 2010 | ||||||||||||
I-20
Table of Contents
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
Prepared Portfolio 2015 | ||||||||||||
Prepared Portfolio 2020 | ||||||||||||
Prepared Portfolio 2025 | ||||||||||||
Prepared Portfolio 2030 | ||||||||||||
Prepared Portfolio 2035 | ||||||||||||
Prepared Portfolio 2040 | ||||||||||||
Prepared Portfolio 2045 | ||||||||||||
Prepared Portfolio 2050 | ||||||||||||
Merrill Lynch U.S.A. Government Reserves | ||||||||||||
Merrill Lynch U.S. Treasury Money Fund | ||||||||||||
BlackRock Index Funds, Inc. | ||||||||||||
BlackRock International Index Fund | ||||||||||||
BlackRock S&P 500 Index Fund | ||||||||||||
BlackRock Small Cap Index Fund | ||||||||||||
Quantitative Master Series LLC | ||||||||||||
Master Enhanced Small Cap Series | ||||||||||||
Master Core Bond Enhanced Index Series | ||||||||||||
Master Enhanced International Series | ||||||||||||
Master Enhanced S&P 500 Series | ||||||||||||
Master Extended Market Index Series | ||||||||||||
Master International Index Series | ||||||||||||
Master Mid Cap Index Series | ||||||||||||
I-21
Table of Contents
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
Master S&P 500 Index Series | ||||||||||||
Master Small Cap Index Series | ||||||||||||
Merrill Lynch Ready Assets Trust | ||||||||||||
BlackRock Healthcare Fund, Inc. | ||||||||||||
BlackRock Global Technology Fund, Inc. | ||||||||||||
Master Government Securities LLC | ||||||||||||
Master Money LLC | ||||||||||||
Master Treasury LLC | ||||||||||||
Master Tax-Exempt LLC | ||||||||||||
CMA Money Fund | ||||||||||||
CMA Government Securities Fund | ||||||||||||
CMA Tax Exempt Fund | ||||||||||||
CMA Treasury Fund | ||||||||||||
WCMA Government Securities Fund | ||||||||||||
WCMA Money Fund | ||||||||||||
WCMA Tax-Exempt Fund | ||||||||||||
WCMA Treasury Fund | ||||||||||||
CMA Multi-State Municipal Series Trust | ||||||||||||
CMA Arizona Municipal Money Fund | ||||||||||||
CMA California Municipal Money Fund | ||||||||||||
CMA Connecticut Municipal Money Fund | ||||||||||||
CMA Massachusetts Municipal Money Fund | ||||||||||||
CMA Michigan Municipal Money Fund | ||||||||||||
CMA New Jersey Municipal Money Fund | ||||||||||||
CMA New York Municipal Money Fund | ||||||||||||
I-22
Table of Contents
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
CMA North Carolina Municipal Money Fund | ||||||||||||
CMA Ohio Municipal Money Fund | ||||||||||||
CMA Pennsylvania Municipal Money Fund | ||||||||||||
CMA Florida Municipal Money Fund | ||||||||||||
BlackRock Developing Capital Markets Fund, Inc. | ||||||||||||
BlackRock Latin America Fund, Inc. | ||||||||||||
BlackRock Pacific Fund, Inc. | ||||||||||||
Global Financial Services Master LLC | ||||||||||||
BlackRock Global Financial Services Fund, Inc. | ||||||||||||
BlackRock Financial Institution Series Trust | ||||||||||||
BlackRock Summit Cash Reserves Fund | ||||||||||||
Master Large Cap Series LLC | ||||||||||||
Master Large Cap Core Portfolio | ||||||||||||
Master Large Cap Growth Portfolio | ||||||||||||
Master Large Cap Value Portfolio | ||||||||||||
BlackRock Large Cap Series Funds, Inc. | ||||||||||||
BlackRock Large Cap Core Fund | ||||||||||||
BlackRock Large Cap Growth Fund | ||||||||||||
BlackRock Large Cap Value Fund | ||||||||||||
Merrill Lynch Retirement Series Trust | ||||||||||||
Merrill Lynch Retirement Reserves Money Fund | ||||||||||||
I-23
Table of Contents
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
Master Institutional Money Market LLC | ||||||||||||
Merrill Lynch Premier Institutional Portfolio | ||||||||||||
Merrill Lynch Institutional Portfolio | ||||||||||||
Merrill Lynch Institutional Tax Exempt Portfolio | ||||||||||||
Merrill Lynch Funds For Institutions Series | ||||||||||||
Merrill Lynch Government Fund | ||||||||||||
Merrill Lynch Treasury Fund | ||||||||||||
Merrill Lynch Institutional Fund | ||||||||||||
Merrill Lynch Premier Institutional Fund | ||||||||||||
Merrill Lynch Institutional Tax Exempt Fund | ||||||||||||
BlackRock Master LLC | ||||||||||||
BlackRock Master Small Cap Growth Portfolio | ||||||||||||
BlackRock Master International Portfolio | ||||||||||||
BlackRock Series, Inc. | ||||||||||||
BlackRock International Fund | ||||||||||||
BlackRock Small Cap Growth Fund II | ||||||||||||
BlackRock FundsSM | ||||||||||||
Asset Allocation Portfolio | ||||||||||||
All-Cap Global Resources Portfolio | ||||||||||||
Aurora Portfolio | ||||||||||||
Investment Trust | ||||||||||||
Exchange Portfolio | ||||||||||||
Global Opportunities Portfolio | ||||||||||||
Global Resources Portfolio | ||||||||||||
I-24
Table of Contents
Fund | Audit-Related Fees ($) | Tax Fees ($) | All Other Fees ($) | |||||||||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||||||
Global Science & Technology Opportunities Portfolio | ||||||||||||
Health Sciences Opportunities Portfolio | ||||||||||||
International Opportunities Portfolio | ||||||||||||
Capital Appreciation Portfolio | ||||||||||||
Mid-Cap Growth Equity Portfolio | ||||||||||||
Mid-Cap Value Equity Portfolio | ||||||||||||
Small Cap Growth Equity Portfolio | ||||||||||||
Small Cap Core Equity Portfolio | ||||||||||||
Small Cap Value Equity Portfolio | ||||||||||||
Small/Mid-Cap Growth Portfolio | ||||||||||||
U.S. Opportunities Portfolio | ||||||||||||
Index Equity Portfolio | ||||||||||||
Money Market Portfolio | ||||||||||||
Municipal Money Market Portfolio | ||||||||||||
U.S. Treasury Money Market Portfolio | ||||||||||||
North Carolina Municipal Money Market Portfolio | ||||||||||||
New Jersey Municipal Money Market Portfolio | ||||||||||||
Ohio Municipal Money Market Portfolio | ||||||||||||
Pennsylvania Municipal Money Market Portfolio | ||||||||||||
Virginia Municipal Money Market Portfolio | ||||||||||||
I-25
Table of Contents
Aggregate non-audit fees for services provided to the Fund, its investment adviser, and its Affiliated Service Providers, regardless of whether pre-approval was required:
Fund | Aggregate Non-Audit Fees ($) | |||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||
BlackRock Bond Allocation Target Shares | ||||
Series C Portfolio | ||||
Series M Portfolio | ||||
Series S Portfolio | ||||
Master Value Opportunities LLC | ||||
BlackRock Value Opportunities Fund, Inc. | ||||
Master Basic Value LLC | ||||
BlackRock Basic Value Fund, Inc. | ||||
BlackRock Natural Resources Trust | ||||
BlackRock Global Growth Fund, Inc. | ||||
BlackRock Balanced Capital Fund, Inc. | ||||
BlackRock Series Fund, Inc. | ||||
BlackRock Balanced Capital Portfolio | ||||
BlackRock Bond Portfolio | ||||
BlackRock Fundamental Growth Portfolio | ||||
BlackRock Global Allocation Portfolio | ||||
BlackRock Government Income Portfolio | ||||
BlackRock High Income Portfolio | ||||
BlackRock Money Market Portfolio | ||||
BlackRock Large Cap Core Portfolio | ||||
BlackRock Global SmallCap Fund, Inc. | ||||
Master Bond LLC | ||||
Master Bond Portfolio | ||||
BlackRock Bond Fund, Inc. | ||||
BlackRock Bond Fund | ||||
BlackRock High Income Fund | ||||
BlackRock Municipal Bond Fund, Inc. | ||||
BlackRock Municipal Insured Fund | ||||
BlackRock National Municipal Fund | ||||
BlackRock Short-Term Municipal Fund | ||||
BlackRock High Yield Municipal Fund | ||||
BlackRock Equity Dividend Fund | ||||
BlackRock Global Allocation Fund, Inc. | ||||
BlackRock EuroFund | ||||
BlackRock Municipal Series Trust | ||||
BlackRock Intermediate Municipal Fund | ||||
BlackRock Global Dynamic Equity Fund | ||||
BlackRock Utilities and Telecommunications Fund, Inc. | ||||
BlackRock Mid Cap Value Opportunities Series, Inc. | ||||
BlackRock Mid Cap Value Opportunities Fund | ||||
Managed Account Series | ||||
High Income Portfolio | ||||
US Mortgage Portfolio | ||||
Global SmallCap Portfolio | ||||
Mid Cap Value Opportunities Portfolio | ||||
I-26
Table of Contents
Fund | Aggregate Non-Audit Fees ($) | |||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||
Short-Term Bond Master LLC | ||||
Short-Term Bond Master Portfolio | ||||
BlackRock Short-Term Bond Series, Inc. | ||||
BlackRock Short-Term Bond Fund | ||||
BlackRock Focus Value Fund, Inc. | ||||
BlackRock Multi-State Municipal Series Trust | ||||
BlackRock Florida Municipal Bond Fund | ||||
BlackRock New Jersey Municipal Bond Fund | ||||
BlackRock Pennsylvania Municipal Bond Fund | ||||
BlackRock New York Municipal Bond Fund | ||||
BlackRock Fundamental Growth Fund, Inc. | ||||
BlackRock California Municipal Series Trust | ||||
BlackRock California Insured Municipal Bond Fund | ||||
Master Focus Twenty LLC | ||||
BlackRock Focus Twenty Fund, Inc. | ||||
BlackRock Variable Series Funds, Inc. | ||||
BlackRock Balanced Capital V.I. Fund | ||||
BlackRock Basic Value V.I. Fund | ||||
BlackRock Bond V.I. Fund | ||||
BlackRock Fundamental Growth V.I. Fund | ||||
BlackRock Global Growth V.I. Fund | ||||
BlackRock S&P 500 Index V.I. Fund | ||||
BlackRock Large Cap Core V.I. Fund | ||||
BlackRock Large Cap Growth V.I. Fund | ||||
BlackRock Large Cap Value V.I. Fund | ||||
BlackRock Global Allocation V.I. Fund | ||||
BlackRock Utilities and Telecommunications V.I. Fund | ||||
BlackRock Value Opportunities V.I. Fund | ||||
BlackRock International Value V.I. Fund | ||||
BlackRock Government Income V.I. Fund | ||||
BlackRock High Income V.I. Fund | ||||
BlackRock Money Market V.I. Fund | ||||
BlackRock World Income Fund, Inc. | ||||
BlackRock International Value Trust | ||||
BlackRock International Value Fund | ||||
FDP Series, Inc. | ||||
Franklin Templeton Total Return FDP Fund | ||||
Marsico Growth FDP Fund | ||||
MFS Research International FDP Fund | ||||
Van Kampen Value FDP Fund | ||||
BlackRock Principal Protected Trust | ||||
BlackRock Fundamental Growth Principal Protected Fund | ||||
BlackRock Basic Value Principal Protected Fund | ||||
BlackRock Core Principal Protected Fund | ||||
Master Commodity Strategies LLC | ||||
BlackRock Commodity Strategies Fund | ||||
The GNMA Fund Investment Accumulation Program, Inc. | ||||
I-27
Table of Contents
Fund | Aggregate Non-Audit Fees ($) | |||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||
BlackRock Funds Fixed Income Trust | ||||
Total Return Portfolio | ||||
Delaware Municipal Bond Portfolio | ||||
Enhanced Income Portfolio | ||||
AMT-Free Municipal Bond Portfolio | ||||
GNMA Portfolio | ||||
Government Income Portfolio | ||||
High Yield Bond Portfolio | ||||
Intermediate Bond Portfolio II | ||||
Intermediate Government Bond Portfolio | ||||
International Bond Portfolio | ||||
Inflation Protected Bond Portfolio | ||||
Kentucky Municipal Bond Portfolio | ||||
Low Duration Bond Portfolio | ||||
Managed Income Portfolio | ||||
Ohio Municipal Bond Portfolio | ||||
BlackRock Strategic Portfolio I | ||||
Total Return Portfolio II | ||||
Conservative Prepared Portfolio | ||||
Moderate Prepared Portfolio | ||||
Growth Prepared Portfolio | ||||
Aggressive Growth Prepared Portfolio | ||||
Prepared Portfolio 2010 | ||||
Prepared Portfolio 2015 | ||||
Prepared Portfolio 2020 | ||||
Prepared Portfolio 2025 | ||||
Prepared Portfolio 2030 | ||||
Prepared Portfolio 2035 | ||||
Prepared Portfolio 2040 | ||||
Prepared Portfolio 2045 | ||||
Prepared Portfolio 2050 | ||||
Merrill Lynch U.S.A. Government Reserves | ||||
Merrill Lynch U.S. Treasury Money Fund | ||||
BlackRock Index Funds, Inc. | ||||
BlackRock International Index Fund | ||||
BlackRock S&P 500 Index Fund | ||||
BlackRock Small Cap Index Fund | ||||
Quantitative Master Series LLC | ||||
Master Enhanced Small Cap Series | ||||
Master Core Bond Enhanced Index Series | ||||
Master Enhanced International Series | ||||
Master Enhanced S&P 500 Series | ||||
Master Extended Market Index Series | ||||
Master International Index Series | ||||
Master Mid Cap Index Series | ||||
Master S&P 500 Index Series | ||||
Master Small Cap Index Series | ||||
I-28
Table of Contents
Fund | Aggregate Non-Audit Fees ($) | |||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||
Merrill Lynch Ready Assets Trust | ||||
BlackRock Healthcare Fund, Inc. | ||||
BlackRock Global Technology Fund, Inc. | ||||
Master Government Securities LLC | ||||
Master Money LLC | ||||
Master Treasury LLC | ||||
Master Tax-Exempt LLC | ||||
CMA Money Fund | ||||
CMA Government Securities Fund | ||||
CMA Tax Exempt Fund | ||||
CMA Treasury Fund | ||||
WCMA Government Securities Fund | ||||
WCMA Money Fund | ||||
WCMA Tax-Exempt Fund | ||||
WCMA Treasury Fund | ||||
CMA Multi-State Municipal Series Trust | ||||
CMA Arizona Municipal Money Fund | ||||
CMA California Municipal Money Fund | ||||
CMA Connecticut Municipal Money Fund | ||||
CMA Massachusetts Municipal Money Fund | ||||
CMA Michigan Municipal Money Fund | ||||
CMA New Jersey Municipal Money Fund | ||||
CMA New York Municipal Money Fund | ||||
CMA North Carolina Municipal Money Fund | ||||
CMA Ohio Municipal Money Fund | ||||
CMA Pennsylvania Municipal Money Fund | ||||
CMA Florida Municipal Money Fund | ||||
BlackRock Developing Capital Markets Fund, Inc. | ||||
BlackRock Latin America Fund, Inc. | ||||
BlackRock Pacific Fund, Inc. | ||||
Global Financial Services Master LLC | ||||
BlackRock Global Financial Services Fund, Inc. | ||||
BlackRock Financial Institution Series Trust | ||||
BlackRock Summit Cash Reserves Fund | ||||
Master Large Cap Series LLC | ||||
Master Large Cap Core Portfolio | ||||
Master Large Cap Growth Portfolio | ||||
Master Large Cap Value Portfolio | ||||
BlackRock Large Cap Series Funds, Inc. | ||||
BlackRock Large Cap Core Fund | ||||
BlackRock Large Cap Growth Fund | ||||
BlackRock Large Cap Value Fund | ||||
Merrill Lynch Retirement Series Trust | ||||
Merrill Lynch Retirement Reserves Money Fund | ||||
Master Institutional Money Market LLC | ||||
Merrill Lynch Premier Institutional Portfolio | ||||
Merrill Lynch Institutional Portfolio | ||||
Merrill Lynch Institutional Tax Exempt Portfolio | ||||
I-29
Table of Contents
Fund | Aggregate Non-Audit Fees ($) | |||
| Most Recent Fiscal Year ($) | Fiscal Year Prior to Most Recent Fiscal Year End ($) | |||
Merrill Lynch Funds For Institutions Series | ||||
Merrill Lynch Government Fund | ||||
Merrill Lynch Treasury Fund | ||||
Merrill Lynch Institutional Fund | ||||
Merrill Lynch Premier Institutional Fund | ||||
Merrill Lynch Institutional Tax Exempt Fund | ||||
BlackRock Master LLC | ||||
BlackRock Master Small Cap Growth Portfolio | ||||
BlackRock Master International Portfolio | ||||
BlackRock Series, Inc. | ||||
BlackRock International Fund | ||||
BlackRock Small Cap Growth Fund II | ||||
BlackRock FundsSM | ||||
Asset Allocation Portfolio | ||||
All-Cap Global Resources Portfolio | ||||
Aurora Portfolio | ||||
Investment Trust | ||||
Exchange Portfolio | ||||
Global Opportunities Portfolio | ||||
Global Resources Portfolio | ||||
Global Science & Technology Opportunities Portfolio | ||||
Health Sciences Opportunities Portfolio | ||||
International Opportunities Portfolio | ||||
Capital Appreciation Portfolio | ||||
Mid-Cap Growth Equity Portfolio | ||||
Mid-Cap Value Equity Portfolio | ||||
Small Cap Growth Equity Portfolio | ||||
Small Cap Core Equity Portfolio | ||||
Small Cap Value Equity Portfolio | ||||
Small/Mid-Cap Growth Portfolio | ||||
U.S. Opportunities Portfolio | ||||
Index Equity Portfolio | ||||
Money Market Portfolio | ||||
Municipal Money Market Portfolio | ||||
U.S. Treasury Money Market Portfolio | ||||
North Carolina Municipal Money Market Portfolio | ||||
New Jersey Municipal Money Market Portfolio | ||||
Ohio Municipal Money Market Portfolio | ||||
Pennsylvania Municipal Money Market Portfolio | ||||
Virginia Municipal Money Market Portfolio | ||||
I-30
Table of Contents
5% Share Ownership
As of June 8, 2007, to the best knowledge of each Fund, the following persons beneficially owned or owned of record 5% or more of the outstanding shares of any class of securities of the Funds indicated:
Fund | Class | Percent (%) | Name | Address |
J-1
Table of Contents
[Proxy Card Front]
[NAME OF FUND]
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors/Trustees
The undersigned hereby appoints Donald C. Burke, Howard B. Surloff and Brian P. Kindelan as proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all the shares of the above-named Fund (the “Fund”), held of record by the undersigned on June 25, 2007 at the annual meeting of shareholders of the Fund to be held at [location] on [Thursday, August 23, 2007] or [Friday, September 7, 2007], or any adjournment or postponement thereof, with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposal, as more fully described in the proxy statement for the meeting.
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the proposals.
By signing and dating the reverse side of this card, you authorize the proxies to vote the proposals as marked, or if not marked, to vote “FOR” the proposals, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment or postponement thereof. If you do not intend to personally attend the meeting, please complete and return this card at once, if received by mail, in the enclosed envelope.
(Continued and to be signed on the reverse side)
Table of Contents
[Proxy Card Reverse]
Please mark boxes /X/ or [X] in blue or black ink.
1. Election of Board A Nominees.
| James H. Bodurtha | Bruce R. Bond | Donald W. Burton | Richard S. Davis | Stuart E. Eizenstat | ||||
| Laurence D. Fink | Kenneth A. Froot | Henry Gabbay | Robert M. Hernandez | John F. O’Brien | ||||
| Roberta Cooper Ramo | Jean Margo Reid | David H. Walsh | Fred G. Weiss | Richard R. West |
To withhold authority to vote for certain nominees only, mark “For All Except” and write each such nominee’s number on the line below.
| FOR ALL ¨ | WITHHOLD ALL ¨ | FOR ALL EXCEPT ¨ |
1. Election of Board B Nominees.
| David O. Beim | Richard S. Davis | Ronald W. Forbes | Henry Gabbay | Dr. Matina Horner | ||||
| Rodney D. Johnson | Herbert I. London | Cynthia A. Montgomery | Joseph P. Platt, Jr. | Robert C. Robb, Jr. | ||||
| Toby Rosenblatt | Kenneth L. Urish | Frederick W. Winter |
To withhold authority to vote for certain nominees only, mark “For All Except” and write each such nominee’s number on the line below.
| FOR ALL ¨ | WITHHOLD ALL ¨ | FOR ALL EXCEPT ¨ |
2. To approve a change in the investment objective.
| FOR ¨ | AGAINST ¨ | ABSTAIN ¨ |
3. In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
| Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney or as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. |
Dated: |
X |
Signature |
X |
Signature, if held jointly |
Sign, Date and Return the Proxy Card Promptly, if Received by Mail, Using the Enclosed Envelope.