Messrs. Schlosstein and Kapito are each an officer and Trustee of the Trusts and Mr. Battista is an officer of the Trusts.
Deloitte & Touche LLP (“D&T”) has been selected as the independent registered public accounting firm by the Audit Committee of each Trust and ratified by a majority of each Trust’s Board, including a majority of the Independent Trustees by vote cast in person, to audit the accounts of each Trust for and during each Trust’s fiscal year ending in 2005. Neither of the Trusts knows of any direct or indirect financial interest of D&T in the Trusts.
Representatives of D&T will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to answer questions.
AUDIT FEES
The aggregate fees billed to each of BSD or BPS by D&T for professional services rendered for the audit of each Trust’s annual financial statements for the most recent fiscal year (or period) were $25,300 and $13,200, respectively.
The aggregate fees billed to each of BSD or BPSby D&T for professional services rendered for the audit of each Trust’s annual financial statements for the fiscal year preceding the most recent one were $26,900 and $13,200, respectively.
AUDIT-RELATED FEES
The aggregate fees billed in the most recent fiscal year (or period) to each of BSD or BPS by D&T for assurance and related services reasonably related to the performance of the audit of each Trust’s annual financial statements were $2,100 and $1,800, respectively. The nature of these services was attest services not required by statute or regulation and out-of-pocket expenses.
The aggregate fees billed in the fiscal year preceding the most recent to each of BSD and BPS by D&T for assurance and related services reasonably related to the performance of the audit of each Trust’s annual financial statements were $4,000 for each of BSD and BPS. The nature of these services was attest services not required by statute or regulation and out-of-pocket expenses.
TAX FEES
The aggregate fees billed in the most recent fiscal year (or period) to each of BSD and BPS by D&T for professional services rendered for tax compliance, tax advice and tax planning were $3,800 and $3,500, respectively. The nature of these services was federal, state and local income and excise tax return preparation and related advice and planning, determination of taxable income for CMO’s, and miscellaneous tax advice.
The aggregate fees billed in the fiscal year preceding the most recent one to each of BSD and BPSby D&T for tax compliance, tax advice and tax planning were $10,800 for each of BSD and BPS. The nature of these services was federal, state and local income and excise tax return preparation and related advice and planning, determination of taxable income for CMO’s, and miscellaneous tax advice.
AGGREGATE NON-AUDIT FEES
The aggregate non-audit fees billed in the most recent fiscal year (or period) by D&T for services rendered to BSD and BPS were $5,800 and $5,400, respectively.
The aggregate non-audit fees billed in the fiscal year preceding the most recent one by D&T for services rendered to each Trust was $14,800 for each of BSD and BPS.
In addition, the aggregate non-audit fees billed by D&T for services rendered to the Advisor, or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Trusts were $0 for each of BSD and BPS for the most recent fiscal year of the Trusts and for the preceding fiscal year.
ALL OTHER FEES
No Trust paid D&T for services other than those described above during the most recent fiscal year (or period) or the fiscal year preceding the most recent one.
AUDIT COMMITTEES’ PRE-APPROVAL POLICIES AND PROCEDURES
On May 22, 2003, the Audit Committee of each Trust adopted Pre-Approval Policies and Procedures. Since the adoption of such policies and procedures, the Audit Committee of each Trust has pre-approved all audit and non-audit services provided by D&T for the Trusts, and all non-audit services provided by D&T for the Advisor, or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Trusts, which are related to the operations of the Trusts.
13
The Advisor and affiliates of the Advisor performing services for one or more Trusts paid no fees to D&T in any Trust’s most recent fiscal year for services other than those described above or for any other services, including for information systems design and implementation.
PRINCIPAL EXECUTIVE OFFICES
The principal executive office of each Trust is located at 100 Bellevue Parkway, Wilmington, Delaware 19809.
PRINCIPAL SHAREHOLDERS
As of February 28, 2005, to the knowledge of each Trust, no person beneficially owned more than 5% of either Trust.
FINANCIAL STATEMENTS AND OTHER INFORMATION
EACH TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF SUCH TRUST’S MOST RECENT ANNUAL REPORT AND THE MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY, TO ANY SHAREHOLDER UPON REQUEST. REQUESTS SHOULD BE DIRECTED TO BLACKROCK ADVISORS, INC., 100 BELLEVUE PARKWAY, WILMINGTON, DELAWARE 19809 (TELEPHONE NUMBER (800) 227-7BFM (7236)).
Monthly performance and other information regarding the Trusts may be found on BlackRock’s website, which can be accessed at http://www.blackrock.com/indiv/products/closedendfunds/funds.html. This reference to BlackRock’s website is intended to allow investors to access information regarding the Trusts and does not, and is not intended to, incorporate BlackRock’s website into this Proxy Statement.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of the 1940 Act require each Trust’s officers and Trustees, officers and directors of the Trusts’ investment advisor, affiliated persons of the investment advisor, and persons who beneficially own more than 10% of the Trusts’ shares to file certain reports of ownership (“Section 16 filings”) with the SEC and the New York Stock Exchange or the American Stock Exchange (as applicable) and each of the Trusts. Based upon each Trust’s review of the copies of such forms effecting the Section 16 filings received by it, each Trust believes that for its fiscal year ended in 2004, all filings applicable to such persons were completed and timely filed.
PRIVACY PRINCIPLES OF THE TRUSTS
The Trusts are committed to maintaining the privacy of shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Trusts collect, how the Trusts protect that information and why, in certain cases, the Trusts may share information with select other parties.
Generally, the Trusts do not receive any non-public personal information relating to their shareholders, although certain non-public personal information of their shareholders may become available to the Trusts. The Trusts do not disclose any non-public personal information about their shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).
The Trusts restrict access to non-public personal information about the shareholders to employees of the Advisor with a legitimate business need for the information. The Trusts maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of their shareholders.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended for inclusion in the Trusts’ Proxy Statement in connection with the Trusts’ 2006 annual meeting of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must be received by a Trust at such Trust’s principal executive offices by December 22, 2005. In order for proposals made outside of Rule 14a-8 under the Securities Exchange Act of 1934 to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by a Trust at the Trust’s principal executive offices not later than March 7, 2006.
14
DISSIDENT SHAREHOLDER SOLICITATION
A dissident shareholder of BSD and BPS, Arthur Lipson of Western Investment LLC, has informed BSD and BPS that he may conduct a proxy solicitation in connection with the Annual Meeting. BSD and BPS do not know what actions, if any, Mr. Lipson would propose to take in connection with any such solicitation. Mr. Lipson has, however, written to the Boards of each Trust in the past expressing his displeasure with the Trusts’ dividend policies and the amount of undistributed net investment income retained by each Trust. The Boards of each Trust periodically review the dividend policy of each Trust and, from time to time, adjust the dividends payable by each Trust and intends to continue to do so in the future. As a result of Mr. Lipson’s potential proxy solicitation, the Annual Meeting of BSD and BPS will be held separately from the Joint Meeting of the other closed-end funds in the Fund Complex.
OTHER MATTERS
The management of the Trusts knows of no other matters which are to be brought before the Annual Meeting. However, if any other matters not now known properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their best judgment on such matters.
IMPORTANT
YOUR VOTE AT THIS YEAR’S ANNUAL MEETING IS VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR RECORD YOUR VOTING INSTRUCTIONS VIA TELEPHONE OR INTERNET.
| Very truly yours,
RALPH L. SCHLOSSTEIN Chairman
ROBERT S. KAPITO President |
April 18, 2005
15
APPENDIX A
A list of the Funds Complex trusts, other than BSD, BPS and Partners Balanced Trust, setting forth each such trust’s full name and trading symbol is set forth below:
| | TRADING |
NAME | | SYMBOL |
| |
|
THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC. | | BKN |
THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC. | | BRM |
THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC. | | BFC |
THE BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST | | BRF |
THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC. | | BLN |
THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST INC. | | BCT |
THE BLACKROCK INCOME TRUST INC. | | BKT |
THE BLACKROCK HIGH YIELD TRUST | | BHY |
THE BLACKROCK ADVANTAGE TERM TRUST INC. | | BAT |
THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC. | | BMN |
THE BLACKROCK CALIFORNIA INVESTMENT QUALITY MUNICIPAL TRUST INC. | | RAA |
THE BLACKROCK FLORIDA INVESTMENT QUALITY MUNICIPAL TRUST | | RFA |
THE BLACKROCK NEW JERSEY INVESTMENT QUALITY MUNICIPAL TRUST INC. | | RNJ |
THE BLACKROCK NEW YORK INVESTMENT QUALITY MUNICIPAL TRUST INC. | | RNY |
THE BLACKROCK INCOME OPPORTUNITY TRUST INC. | | BNA |
THE BLACKROCK INSURED MUNICIPAL TERM TRUST INC. | | BMT |
BLACKROCK FLORIDA MUNICIPAL INCOME TRUST | | BBF |
BLACKROCK MUNICIPAL INCOME TRUST | | BFK |
BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST | | BFZ |
BLACKROCK NEW JERSEY MUNICIPAL INCOME TRUST | | BNJ |
BLACKROCK NEW YORK MUNICIPAL INCOME TRUST | | BNY |
BLACKROCK CALIFORNIA MUNICIPAL 2018 TERM TRUST | | BJZ |
BLACKROCK MUNICIPAL 2018 TERM TRUST | | BPK |
BLACKROCK NEW YORK MUNICIPAL 2018 TERM TRUST | | BLH |
BLACKROCK CORE BOND TRUST | | BHK |
BLACKROCK STRATEGIC BOND TRUST | | BHD |
BLACKROCK MUNICIPAL BOND TRUST | | BBK |
BLACKROCK CALIFORNIA MUNICIPAL BOND TRUST | | BZA |
BLACKROCK FLORIDA MUNICIPAL BOND TRUST | | BIE |
BLACKROCK MARYLAND MUNICIPAL BOND TRUST | | BZM |
BLACKROCK NEW JERSEY MUNICIPAL BOND TRUST | | BLJ |
BLACKROCK NEW YORK MUNICIPAL BOND TRUST | | BQH |
BLACKROCK VIRGINIA MUNICIPAL BOND TRUST | | BHV |
BLACKROCK MUNICIPAL INCOME TRUST II | | BLE |
BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST II | | BCL |
BLACKROCK NEW YORK MUNICIPAL INCOME TRUST II | | BFY |
BLACKROCK INSURED MUNICIPAL INCOME TRUST | | BYM |
BLACKROCK CALIFORNIA INSURED MUNICIPAL INCOME TRUST | | BCK |
BLACKROCK FLORIDA INSURED MUNICIPAL INCOME TRUST | | BAF |
BLACKROCK NEW YORK INSURED MUNICIPAL INCOME TRUST | | BSE |
BLACKROCK PREFERRED OPPORTUNITY TRUST | | BPP |
BLACKROCK LIMITED DURATION INCOME TRUST | | BLW |
BLACKROCK MUNICIPAL 2020 TERM TRUST | | BKK |
BLACKROCK FLORIDA MUNICIPAL 2020 TERM TRUST | | BFO |
BLACKROCK DIVIDEND ACHIEVERS(TM) TRUST | | BDV |
BLACKROCK STRATEGIC DIVIDEND ACHIEVERS(TM) TRUST | | BDT |
S&P QUALITY RANKINGS GLOBAL EQUITY MANAGED TRUST | | BQY |
BLACKROCK GLOBAL FLOATING RATE INCOME TRUST | | BGT |
BLACKROCK GLOBAL ENERGY AND RESOURCES TRUST | | BGR |
A-1
APPENDIX B
INFORMATION CONCERNING PARTICIPANTS IN THE SOLICITATION OF PROXIES BY THE BLACKROCK STRATEGIC MUNICIPAL TRUST AND THE BLACKROCK PENNSYLVANIA STRATEGIC MUNICIPAL TRUST
Under applicable SEC regulations, Directors and certain officers and employees of the Trusts may be deemed to be “participants” with respect to the Trusts’ solicitation of proxies in connection with the 2005 Annual Meeting. The following sets forth the name and the present principal occupation or employment, and the name and principal business address of any corporation or other organization in which such employment is carried on, of the persons who may be deemed “participants”.
DIRECTORS AND NOMINEES
The principal occupations of the Trusts’ directors and director nominees who may be deemed participants in the Trusts’ solicitation are set forth in Proposal 1 under the “Proposals” section of this Proxy Statement. The name and business addresses of the organizations of employment of the Trusts’ directors and director nominees are as follows:
Name | Business Address |
|
|
| BlackRock, Inc. |
Ralph L. Schlosstein | 40 East 52ndStreet |
| New York, NY 10022 |
|
|
| BlackRock, Inc. |
Robert S. Kapito | 40 East 52ndStreet |
| New York, NY 10022 |
|
|
| Brimmer & Company, Inc. |
Andrew F. Brimmer | 4400 MacArthur Blvd N.W. |
| Suite 302 |
| Washington, DC 20007 |
|
|
| Conference Board, Inc. |
Richard E. Cavanagh | 845 Third Avenue |
| New York, NY 10022 |
|
|
| c/o BlackRock, Inc. |
Kent Dixon | P.O. Box 4546 |
| New York, NY 10163 |
|
|
| c/o BlackRock, Inc. |
Frank J. Fabozzi | P.O. Box 4546 |
| New York, NY 10163 |
|
|
| Economic Studies, Inc. |
Kathleen F. Feldstein | 147 Clifton Street |
| Belmont, MA 02478 |
|
|
| Columbia University |
R. Glenn Hubbard | Graduate School of Business |
| Uris Hall, Room 101 |
| New York, NY 10027 |
|
|
| c/o BlackRock, Inc. |
James Clayburn La Force, Jr. | P.O. Box 4546 |
| New York, NY 10163 |
|
|
| Dorsey & Whitney LLP |
Walter F. Mondale | 50 South Sixth Street |
| Minneapolis, MN 55402 |
|
|
OFFICERS AND EMPLOYEES
The principal occupations of the Trusts’ executive officers and other officers and employees who may be deemed “participants” in the Trusts’ solicitation of proxies are set forth below. The Position Held with Trusts refers to such person’s position with each of the Trusts, and the business address for each of the Trusts is 40 East 52nd Street, New York, NY 10022.
B-1
Name | Position Held with Trusts |
|
|
Ralph L. Schlosstein | Chairman of the Fund |
|
|
Robert S. Kapito | President |
|
|
Anne Ackerley | Vice President |
|
|
Bartholomew A. Battista | Chief Compliance Officer |
|
|
Henry Gabbay | Treasurer |
|
|
Brian P. Kindelan | Assistant Secretary |
|
|
Kevin Klingert | Vice President |
|
|
James Kong | Assistant Treasurer |
|
|
Richard Shea, Esq. | Vice President/Tax |
|
|
Vincent B. Tritto | Secretary |
|
|
INFORMATION REGARDING OWNERSHIP OF TRUST SECURITIES BY PARTICIPANTS
Except as described in this Appendix B of the Proxy Statement, none of the persons listed above under “Directors and Nominees” and “Officers and Employees” owns any Trust securities of record which they do not own beneficially. The number of shares of each Trust held by Directors as of February 28, 2005, is set forth in Appendix D to the Proxy Statement. The number of shares of each Trust held by the officers and employees listed above under “Officers and Employees” as of February 28, 2005 is set forth below. Ralph L. Schlosstein owns 100 shares of BSD and Robert S. Kapito owns 10,010 shares of BSD.
INFORMATION REGARDING TRANSACTIONS IN TRUST SECURITIES BY PARTICIPANTS
The following table sets forth purchases and sales during the past two years of shares of the Trusts by the persons listed above under “Directors and Nominees” and “Officers and Employees.” All transactions were in the public market and none of the purchase price or market value of those shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.
| | | Number of Shares |
| | | Acquired (A) or |
Name | Date | Trust | Disposed (D) of |
|
|
|
|
|
Kathleen F. Feldstein | 02/09/05 | BSD | 50 | (A) |
|
|
|
|
|
R. Glenn Hubbard | 02/04/05 | BSD | 100 | (A) |
|
|
|
|
|
Robert S. Kapito | 03/29/04 | BSD | 5,400 | (A) |
|
|
|
|
|
Robert S. Kapito | 04/01/04 | BSD | 1,000 | (A) |
|
|
|
|
|
Robert S. Kapito | 04/02/04 | BSD | 3,600 | (A) |
|
|
|
|
|
MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS
Except as described in this Appendix B of the Proxy Statement, neither any participant nor any of their respective associates or affiliates (together, the “Participant Affiliates”) is either a party to any transaction or series of transactions since January 1, 2004, or has knowledge of any currently proposed transaction or series of proposed transactions, (i) to which the Trusts were or are to be parties, (ii) in which the amount involved exceeds $60,000, and (iii) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as described in this Appendix B of the Proxy Statement, no participant or Participant Affiliate directly or indirectly beneficially owns any securities of the Trusts.
B-2
Except as described in this Appendix B of the Proxy Statement, no participant or Participant Affiliate has entered into any agreement or understanding with any person respecting any future employment by the Trusts or any of their affiliates or any future transactions to which the Trusts or any of their affiliates will or may be a party. Except as described in this Appendix B of the Proxy Statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate within the past year with any person with respect to any securities of the Trusts.
B-3
APPENDIX C
JOINT AUDIT COMMITTEE CHARTER
OF
THE BLACKROCK CLOSED-END FUNDS
AS APPROVED BY THE GOVERNANCE COMMITTEE
FEBRUARY 20051
I. PURPOSE OF THE AUDIT COMMITTEE
The purpose of the Audit Committee (the “Audit Committee”) of the Board of Trustees/Directors (the “Board”) of each BlackRock Closed-End Fund and BlackRock Bond Allocation Target Shares (each a “Trust”)2 is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Trust, including, without limitation, (a) assisting the Board’s oversight of (i) the integrity of the Trust’s financial statements, (ii) the Trust’s compliance with legal and regulatory requirements, and (iii) the qualifications and independence of the Trust’s independent registered public accounting firm (the “Independent Auditor”), and (b) preparing the report required to be prepared by the Audit Committee pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for inclusion in the Trust’s annual Proxy Statement, if any.II. COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee shall be comprised of three or more trustees/directors as determined from time to time by resolution of the Trust’s Governance Committee. Each member of the Audit Committee shall be qualified to serve on the Audit Committee pursuant to the requirements of the Sarbanes - Oxley Act of 2002 (the “Act”) and the rules and regulations promulgated by the SEC pursuant to the Act and by the New York Stock Exchange (the “NYSE”) or the American Stock Exchange (the “AMEX”), as applicable. Each member of the Audit Committee shall be “independent” as defined by the rules promulgated by the SEC pursuant to the Act and the NYSE or AMEX listing standards depending on the securities exchange on which the respective Trust’s common shares are listed for trading. If a Trust’s common shares are not listed for trading on a securities exchange, the members of that Trust’s Audit Committee shall be “independent” as defined by the NYSE listing standards.
According to the rules and regulations promulgated by the SEC pursuant to the Act and by the NYSE, a member is independent if he or she, other than in his or her capacity as a member of the Board, the Audit Committee or any other board committee, (a) does not accept directly or indirectly any consulting, advisory or other compensatory fee from the Trust, other than receipt of pension or other forms of deferred compensation from the Trust for prior service, so long as such compensation is not contingent in any way on continued service, and (b) is not an “interested person” of the Trust (an “Independent Trustee”) as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”).
According to the AMEX listing standards, a member is independent if he or she is not an officer or employee of the Trust or a person having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and (a) is not employed by the Trust or BlackRock during the current year or any of the past three years, (b) did not receive compensation from the Trust or BlackRock in excess of $60,000 during the previous year, other than as compensation for board service, benefits under a tax-qualified retirement plan or non-discretionary compensation, (c) does not have an immediate family member who is, or has been in any of the past three years, employed by the Trust or BlackRock, (d) is not a partner in, or controlling shareholder or executive officer of, any for-profit business organization which re-
|
1 | This Joint Audit Committee Charter supersedes and replaces all prior versions that may have been adopted from time to time. |
|
2 | Solely for the sake of clarity and simplicity, this Joint Audit Committee Charter has been drafted as if there is a single Trust, a single Audit Committee, a single Governance Committee and a single Board. The terms “Audit Committee,” “Governance Committee,” “Independent Trustees” and “Board” mean the Audit Committee, the Governance Committee, Independent Trustees and the Board of each Trust, respectively, unless the context otherwise requires. The Audit Committee, the Governance Committee and the Board of each Trust, however, shall act separately and in the best interests of its respective trust. |
C-1
ceived payments from or made payments to the Trust in excess of the greater of 5% of such organization’s gross revenue or $200,000 in any of the past three years, and (e) is not employed as an executive of another entity for which any of the Trust’s or BlackRock’s executives serve on that entity’s compensation committee.
No member of the Board may serve as a member of the Audit Committee if the member serves on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee.
Each member of the Audit Committee must be “financially literate” (as such term is defined from time-to-time by the NYSE/AMEX rules) as such qualification is interpreted by the Board in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. In addition, at least one member of the Audit Committee must have “accounting or related financial management expertise” (as such term is defined by the NYSE rules) as the Board interprets such qualification in its business judgment. Further, either (a) at least one member of the Audit Committee must be determined to be an “audit committee financial expert” (as such term is defined in the rules and regulations promulgated by the SEC pursuant to the Act) by the Board, or (b) if no member of the Audit Committee is an “audit committee financial expert,” such fact must be disclosed in the Trust’s annual report filed with the SEC. The Audit Committee shall recommend to the Board whether one or more of its members should be deemed to be an “audit committee financial expert” or, if not, why not, and the Board shall make the final determinations in this regard.
The chairperson of the Audit Committee shall be designated by the Trust’s Governance Committee, PROVIDED THAT if the Governance Committee does not designate a chairperson, the members of the Audit Committee, by a majority vote, may designate a chairperson.
Any vacancy on the Audit Committee shall be filled by the affirmative vote of a majority of the members of the Governance Committee at the next meeting of the Governance Committee following the occurrence of the vacancy. No member of the Audit Committee shall be removed except by the affirmative vote of a majority of the members of the Governance Committee.
III. MEETINGS OF THE AUDIT COMMITTEE The Audit Committee shall fix its own rules of procedure, which shall be consistent with the Declaration of Trust of the Trust (or other charter document of the Trust), the By-Laws of the Trust and this Audit Committee Charter. The Audit Committee shall meet on a regular basis and special meetings shall be called as circumstances require. The Audit Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. The Audit Committee shall meet separately on a periodic basis with (a) the chief financial officer of the Trust, (b) management of BlackRock responsible for assisting with the preparation of the Trust’s financial statements and (c) the Independent Auditor, in each case to discuss any matters that the Audit Committee or any of the above persons or firms believe should be discussed privately. The Audit Committee shall fix its own rules of procedure, which shall be consistent with the Declaration of Trust of the Trust, the By-Laws of the Trust and this Audit Committee Charter.
A majority of the members of the Audit Committee present in person or by means of a conference telephone or other communication equipment by means of which all persons participating in the meeting can communicate with each other shall constitute a quorum, PROVIDED THAT, once annually, at the meeting for selecting the Independent Auditor, a majority of the members of the Audit Committee present in person shall constitute a quorum.
The Audit Committee may also take action by the written consent of a majority of its members, except to the extent an in-person meeting is required by the preceding sentence or required by applicable law.
For the sake of increased efficiency and for the dissemination of knowledge throughout the closed-end fund complex, each Audit Committee may meet jointly with any other Audit Committee in the closed-end fund complex.
The Audit Committee shall cause to be maintained minutes of all meetings and records relating to those meetings and provide copies of such minutes to the Board and the Trust.
IV. AUTHORITY The Audit Committee shall have the authority to carry out its duties and responsibilities as set forth in this Joint Audit Committee Charter, to institute investigations of suspected improprieties and to retain independent counsel or seek assistance from experts.C-2
V. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE
In carrying out its duties and responsibilities, the Audit Committee’s policies and procedures will remain flexible, so that it may be in a position to best react or respond to changing circumstances or conditions. The following are the duties and responsibilities of the Audit Committee:
(a) | Oversight of the Auditor’s Engagement/Independence |
|
| (i) | Approve the selection and retention (subject to ratification by a majority of the Independent Trustees), termination and compensation of the Independent Auditor to audit the books and accounts of the Trust and its subsidiaries, if any, for each fiscal year; |
|
| (ii) | Review and, in its sole discretion, approve in advance the Independent Auditor’s annual engagement letter, including the proposed fees contained therein; |
|
| (iii) | Pre-approve (A) all engagements for audit and non-audit services to be provided by the Independent Auditor to the Trust and (B) all engagements for non-audit services to be provided by the Independent Auditor (1) to BAI or (2) to any entity controlling, controlled by or under common control with BAI that provides ongoing services to the Trust; but in the case of the services described in subsection (B)(1) or (2), only if the engagement relates directly to the operations and financial reporting of the Trust (clauses (A) and (B), collectively, the “Covered Services” and the entities referred to in clause (B), collectively, the “Covered Entities”); provided that pre-approval by the Audit Committee of Covered Services may be effected pursuant to the procedures described below in Section VI captioned “PRE-APPROVAL PROCEDURES”; provided that this Audit Committee Charter shall not be violated if pre-approval of any non-audit Covered Service is not obtained in circumstances in which the pre-approval requirement is waived under rules promulgated by the SEC under the Act or the NYSE or Amex listing standards; |
|
| (iv) | Obtain at least annually from the Independent Auditor and review a report describing: |
|
| | (A) | the Independent Auditor’s internal quality-control procedures; and |
|
| | (B) | any material issues raised by the most recent internal quality-control review of the Independent Auditor, or by any inquiry or investigation by any governmental or professional authority, within the preceding five years, respecting one or more independent audits carried out by the Independent Auditor, and any steps taken to deal with any such issues; |
|
| (v) | Obtain quarterly “notice reports” for the Trust (and, if the quarterly communication is not within 90 days prior to the filing of an audit report with the SEC for the Trust, provide an update with any changes to the previously reported information) from the Independent Auditor and review a report notifying the Audit Committee of all audit and non-audit services that were not pre-approved by the Trust’s Audit Committee provided (A) to BAI, (B) to any entity controlling, controlled by or under common control with BAI, and (C) to any registered or unregistered investment company advised by an investment advisor included in subsection (A) or (B) of this paragraph. In the interval between scheduled meetings of the Audit Committee, the Independent Auditor shall provide such “notice reports” or updates to the Chairman of the Audit Committee. Such disclosure shall include the fees associated with any services described in this paragraph; |
|
| (vi) | Review at least annually the qualifications, performance and independence of the Independent Auditor, including the performance of the lead partner of the Independent Auditor, and, in its discretion, make decisions regarding the replacement or termination of the Independent Auditor when circumstances warrant; |
|
| (vii) | Oversee the independence of the Independent Auditor by, among other things: |
|
| | (A) | actively engaging in a dialogue with the Independent Auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the Independent Auditor, and taking appropriate action to satisfy itself of the auditor’s independence; |
|
| | (B) | monitoring compliance by the Independent Auditor with the audit partner rotation requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder; |
|
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| | (C) | monitoring compliance by the Trust, BlackRock and the Independent Auditor with the employee conflict of interest requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder; and |
| | | |
| | (D) | considering whether there should be a regular rotation of the Independent Auditor; and |
|
| (viii) | Instruct the Independent Auditor that it is ultimately accountable to the Audit Committee, and that the Audit Committee is responsible for the appointment (subject to ratification by the Independent Trustees), retention, compensation, evaluation and termination of the Independent Auditor. |
|
(b) | Oversight of the Audit |
|
| (i) | Review the annual audit plan of the Independent Auditor, including the scope of audit activities, monitor such plan’s progress, changes thereto and results periodically during the year and review the results of the year-end audit of the Trust, including any comments or recommendations of the Independent Auditor; |
|
| (ii) | Obtain at least annually for the Trust from the Independent Auditor and review a report describing: |
|
| | (A) | all critical accounting policies and practices used; |
|
| | (B) | all alternative treatments within United States Generally Accepted Accounting Principles for policies and practices related to material items that have been discussed with management of the Trust, includ ing (1) ramifications of the use of such alternative disclosures and treatments, and (2) the treatment preferred by the Independent Auditor; and |
|
| | (C) | other material written communications between the Independent Auditor and management of the Trust, such as any management letter or schedule of unadjusted differences; |
|
| (iii) | Review with the chief financial officer of the Trust and management of BlackRock responsible for assisting with the preparation of the Trust’s financial statements and the Independent Auditor, the following: |
|
| | (A) | the Trust’s annual audited financial statements and interim financial statements, and any major issues related thereto; |
|
| | (B) | critical accounting policies and such other accounting policies of the Trust as are deemed appropriate for review by the Audit Committee prior to any interim or year-end filings with the SEC or other regulatory body, including any financial reporting issues which could have a material impact on the Trust’s financial statements; and |
|
| | (C) | the effect of regulatory, accounting and financial reporting initiatives on the financial statements of the Trust; |
|
| (iv) | Review on a regular basis with the Independent Auditor any problems or difficulties encountered by the Independent Auditor in the course of any audit work, including management’s response with respect thereto, any restrictions on the scope of the Independent Auditor’s activities or on access to requested information, and any significant disagreements with management. In connection therewith, the Audit Committee will review with the Independent Auditor the following: |
|
| | (A) | any accounting adjustments that were noted or proposed by the Independent Auditor but were rejected by management (as immaterial or otherwise); |
|
| | (B) | any communications between the audit team and the Independent Auditor’s national office respecting auditing or accounting issues presented by the engagement; and |
|
| | (C) | any “management” or “internal control” letter issued, or proposed to be issued, by the Independent Auditor to the Trust; |
|
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| (v) | Attempt to resolve all disagreements between the Independent Auditor and management regarding financial reporting; and |
|
| (vi) | Review information obtained from the Independent Auditor pursuant to Section 10A of the Securities Exchange Act of 1934. |
|
(c) | Oversight of Controls and Procedures |
|
| (i) | Review periodically a report from the Trust’s chief executive officer, chief financial officer and Independent Auditor, at least annually, regarding the following: |
|
| | (A) | all significant deficiencies in the design or operation of internal controls of the Trust, any entity in the investment company complex (as such term is defined in Regulation S-X promulgated by the SEC) that is responsible for the financial reporting or operations of the Trust (the “Related Entities”), or, to the knowledge of such persons, other service providers, which could adversely affect the Trust’s ability to record, process, summarize, and report financial data, including any material weaknesses in internal controls identified by the Independent Auditor; |
|
| | (B) | any fraud, whether or not material, that involves management or other employees of the Trust, the Related Entities, or, to the knowledge of such persons, other service providers to the Trust who have a significant role in the Trust’s internal controls; and |
|
| | (C) | any significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses related to the Trust, the Related Entities, or, to the knowledge of such persons, other service providers to the Trust. |
|
(d) | Compliance |
|
| (i) | Establish and maintain free and open means of communication between and among the Board, the Audit Committee, the Independent Auditor, the Trust’s management, including the chief financial officer, management of BlackRock and management of those service providers of the Trust deemed appropriate by the Audit Committee, including providing such parties with appropriate opportunities to meet separately and privately with the Audit Committee on a periodic basis as the Audit Committee may deem necessary or appropriate; |
|
| (ii) | Establish procedures for (A) the receipt, retention and treatment of complaints received by the Trust regarding accounting, internal accounting controls or auditing matters, and (B) the confidential, anonymous submission by employees of the Related Entities, other service providers responsible for such services, including the custodian and transfer agent, or other persons of concern regarding questionable accounting or auditing matters; and (iii) Secure independent expert advice to the extent the Audit Committee determines it to be appropriate, including retaining, with or without approval of the Board, independent counsel, accountants, consultants or others, to assist the Audit Committee in fulfilling its duties and responsibilities, the cost of such independent expert advisors to be borne by the Trust. |
|
(e) | Miscellaneous |
|
| (i) | Prepare an annual performance evaluation of the Audit Committee, which evaluation must compare the performance of the Audit Committee with the requirements of this Joint Audit Committee Charter, and set forth the goals and objectives of the Audit Committee for the upcoming year. The evaluation will include a review and assessment of the adequacy of this Audit Committee Joint Charter. The performance evaluation by the Audit Committee shall be conducted in such manner as the Audit Committee deems appropriate; |
|
| (ii) | Report regularly to the Board on its activities, as appropriate; |
|
| (iii) | Discuss the Trust’s financial information provided to analysts and rating agencies; |
|
| (iv) | Discuss policies with respect to risk assessment and risk management; and |
|
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(v) | Perform such additional activities, and consider such other matters, within the scope of its duties and responsibilities, as the Audit Committee, the Governance Committee or the Board deems necessary or appropriate. |
|
VI. PRE-APPROVAL PROCEDURES
The Audit Committee shall prepare written pre-approval procedures pursuant to which it may pre-approve Covered Services. The Audit Committee, in its discretion, may elect to delegate to one or more of its members authority to pre-approve Covered Services between regularly scheduled meetings of the Audit Committee. The Audit Committee shall review and approve its pre-approval procedures at least annually.
VII. REPORTING
The Audit Committee shall report its activities to the Board on a regular basis, so that the Board is kept informed of its activities on a current basis. In connection therewith, the Audit Committee will review with the Board any issues that arise with respect to the quality or integrity of the Trust’s financial statements, the Trust’s compliance with legal or regulatory requirements, the performance and independence of the Independent Auditors. In particular, the Audit Committee will also report to the Board its conclusions with respect to matters the Audit Committee considers to be of interest or the Governance Committee or the Board requests. Reports to the Board may take the form of an oral report by the chairperson of the Audit Committee or any other member of the Audit Committee designated by the Audit Committee to make this report.
The Audit Committee shall prepare the report required by the rules of the SEC to be included in the Trust’s annual Proxy Statement and determine to its satisfaction that the Audit Committee has: (a) reviewed and discussed the audited financial statements with management of the Trust; (b) discussed with the Independent Auditor the matters required to be discussed by the Statements on Auditing Standards No. 61, as amended; (c) received the written disclosures and the letter from the Independent Auditor required by ISB Standard No. 1 and have discussed with the Independent Auditor the auditor’s independence; and (d) made a recommendation to the Board as to whether the financial statements be included in the Trust’s annual report for the past fiscal year, as filed with the SEC.
VIII. RESOURCES
The Board shall ensure that the Audit Committee has adequate resources, as determined by the Audit Committee, with which to discharge its responsibilities, including for the payment of (a) compensation (i) to any firm of independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Trust, and (ii) to any advisors employed by the Audit Committee, including independent counsel, consultants or other advisors, as the Audit Committee determines necessary to carry out its duties, and (b) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
IX. LIMITS ON ROLE OF AUDIT COMMITTEE
While the Audit Committee has the duties and responsibilities set forth in this Joint Audit Committee Charter, the Audit Committee is not responsible for:
- planning or conducting the audit or for determining whether the Trust’s financial statements are complete and accurate andare in accordance with Generally Accepted Accounting Principles;
- determining whether the Form N-CSR filed by the Trust with the SEC contains any untrue statement of a material fact oromits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
- determining whether the Trust’s financial statements and other financial information included in the Form N-CSR fairlypresent in all material respects the financial condition, results of operations, changes in net assets and cash flows of theTrust as of, and for, the periods presented in the Form N-CSR; or
- establishing, designing or maintaining disclosure controls and procedures for the Trust.
In fulfilling its responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Trust or BlackRock. The Audit Committee and its members do not have a duty or responsibility to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of
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the Audit Committee shall be entitled to rely on (a) the integrity of those persons and organizations within and outside the Trust, BlackRock and service providers to the Trust from which it receives information, (b) the accuracy of the financial and other information provided to the Audit Committee absent actual knowledge to the contrary (which shall be promptly reported to the Board) and (c) statements made by management or third parties as to any information technology, internal audit and other non-audit services provided by the Independent Auditor to the Trust.
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APPENDIX D
DIRECTORS’ SHARE HOLDINGS
The following chart lists the number of shares beneficially owned and the number of share equivalents owned by the Directors in the Fund Complex pursuant to the Directors’ deferred compensation plan as of February 28, 2005. If a Trust is not listed, the Director does not own any shares or share equivalents of the Trust.
| | | | TRUST SHARES | | SHARE EQUIVA- | | % OF SHARES | |
DIRECTOR | | TRUST | | OWNED | | LENTS(1) | | OUTSTANDING | |
| |
| |
| |
| |
|
|
INTERESTED DIRECTORS: | | | | | | | | | |
Ralph L. Schlosstein | | BKT | | 6,000 | | ---- | | (2) | |
| | BAT | | 100 | | ---- | | | |
| | BMN | | 100 | | ---- | | | |
| | BMT | | 100 | | ---- | | | |
| | BRM | | 100 | | ---- | | | |
| | BKN | | 100 | | ---- | | | |
| | BCT | | 100 | | ---- | | | |
| | BSD | | 100 | | ---- | | | |
| | BHY | | 1,000 | | ---- | | | |
| | BNA | | 1,500 | | ---- | | | |
| | BFK | | 100 | | ---- | | | |
| | BPK | | 100 | | ---- | | | |
| | BHK | | 100 | | ---- | | | |
| | RNJ | | 100 | | ---- | | | |
| | BLN | | 100 | | ---- | | | |
| | BNY | | 100 | | ---- | | | |
| | BLH | | 100 | | ---- | | | |
| | BHD | | 100 | | ---- | | | |
| | BBK | | 100 | | ---- | | | |
| | BLE | | 100 | | ---- | | | |
| | BYM | | 100 | | ---- | | | |
| | BQH | | 100 | | ---- | | | |
| | BFY | | 100 | | ---- | | | |
| | BSE | | 100 | | ---- | | | |
| | BPP | | 111 | | ---- | | | |
| | BLW | | 110 | | ---- | | | |
| | BKK | | 108 | | ---- | | | |
| | BDV | | 106 | | ---- | | | |
| | BDT | | 103 | | ---- | | | |
| | BQY | | 104 | | ---- | | | |
| | BGT | | 100 | | ---- | | | |
| | BGR | | 100 | | ---- | | | |
Robert S. Kapito | | BKT | | 1,880 | | ---- | | (2) | |
| | BAT | | 10 | | ---- | | | |
| | BMN | | 10 | | ---- | | | |
| | BMT | | 10 | | ---- | | | |
D-1
| | | | TRUST SHARES | | | SHARE EQUIVA- | | | % OF SHARES | |
DIRECTOR | | TRUST | | OWNED | | | LENTS(1) | | | OUTSTANDING | |
| |
| |
| | |
|
| |
|
|
Robert S. Kapito | | BRM | | 10 | | | ---- | | | | |
(continued) | | BKN | | 20,610 | | | ---- | | | | |
| | BCT | | 10 | | | ---- | | | | |
| | BSD | | 10,010 | | | ---- | | | | |
| | BHY | | 10 | | | ---- | | | | |
| | BNA | | 10 | | | ---- | | | | |
| | BFK | | 10,010 | | | ---- | | | | |
| | BPK | | 25,010 | | | ---- | | | | |
| | BHK | | 10 | | | ---- | | | | |
| | RNJ | | 1,000 | | | ---- | | | | |
| | BNJ | | 45,000 | | | ---- | | | | |
| | BHD | | 1,000 | | | ---- | | | | |
| | BBK | | 1,000 | | | ---- | | | | |
| | BLE | | 36,000 | | | ---- | | | | |
| | BYM | | 100 | | | ---- | | | | |
| | BLJ | | 1,000 | | | ---- | | | | |
| | BPP | | 1,000 | | | ---- | | | | |
| | BLW | | 1,000 | | | ---- | | | | |
| | BKK | | 1,000 | | | ---- | | | | |
| | BDV | | 1,000 | | | ---- | | | | |
| | BDT | | 500 | | | ---- | | | | |
| | BDV | | 500 | | | ---- | | | | |
| | BGT | | 1,000 | | | ---- | | | | |
| | BGR | | 1,000 | | | ---- | | | | |
INDEPENDENT DIRECTORS: | | | | | | | | | | | |
Andrew F. Brimmer | | BKT | | 150 | | | 4,055 | | | (2) | |
| | BAT | | 10 | | | 2,716 | | | | |
| | BMN | | 10 | | | ---- | | | | |
| | BMT | | 10 | | | ---- | | | | |
| | BRM | | 10 | | | ---- | | | | |
| | BKN | | 10 | | | ---- | | | | |
| | BCT | | 20 | | | 1,955 | | | | |
| | BSD | | 25 | | | ---- | | | | |
| | BHY | | 200 | | | 2,787 | | | | |
| | BNA | | 10 | | | 2,726 | | | | |
| | BFK | | 100 | | | ---- | | | | |
| | BPK | | 25 | | | ---- | | | | |
| | BHK | | 25 | | | 1,205 | | | | |
| | BHD | | 25 | | | 1,051 | | | | |
| | BBK | | 25 | | | ---- | | | | |
| | BLE | | 50 | | | ---- | | | | |
| | BYM | | 50 | | | ---- | | | | |
| | BPP | | 10 | | | ---- | | | | |
| | BLW | | 10 | | | ---- | | | | |
D-2
| | | | TRUST SHARES | | SHARE EQUIVA- | | % OF SHARES | |
DIRECTOR | | TRUST | | OWNED | | LENTS(1) | | OUTSTANDING | |
| |
| |
| |
| |
| |
Andrew F. Brimmer | | BKK | | 10 | | ---- | | | |
(continued) | | BDV | | 30 | | ---- | | | |
| | BDT | | 25 | | ---- | | | |
| | BQY | | 25 | | ---- | | | |
| | BGT | | 25 | | ---- | | | |
| | BGR | | 10 | | ---- | | | |
Richard E. Cavanagh | | BKT | | 500 | | 7,891 | | (2) | |
| | BAT | | 100 | | 1,373 | | | |
| | BMN | | 100 | | ---- | | | |
| | BMT | | 100 | | ---- | | | |
| | BRM | | 100 | | ---- | | | |
| | BKN | | 500 | | ---- | | | |
| | BCT | | 100 | | 909 | | | |
| | BSD | | 500 | | ---- | | | |
| | BHY | | 200 | | 5,520 | | | |
| | BNA | | 100 | | 1,444 | | | |
| | BFK | | 300 | | ---- | | | |
| | BPK | | 300 | | ---- | | | |
| | BHK | | 500 | | 1,061 | | | |
| | BLN | | 100 | | ---- | | | |
| | RNY | | 100 | | ---- | | | |
| | BNY | | 300 | | ---- | | | |
| | BLH | | 100 | | ---- | | | |
| | BHD | | 300 | | 945 | | | |
| | BBK | | 100 | | ---- | | | |
| | BLE | | 100 | | ---- | | | |
| | BYM | | 200 | | ---- | | | |
| | BQH | | 100 | | ---- | | | |
| | BFY | | 100 | | ---- | | | |
| | BSE | | 200 | | ---- | | | |
| | BPP | | 100 | | ---- | | | |
| | BLW | | 100 | | ---- | | | |
| | BKK | | 100 | | ---- | | | |
| | BDV | | 100 | | ---- | | | |
| | BDT | | 100 | | ---- | | | |
| | BQY | | 100 | | ---- | | | |
| | BGT | | 200 | | ---- | | | |
| | BGR | | 100 | | ---- | | | |
Kent Dixon | | BKT | | 100 | | 2,003 | | (2) | |
| | BAT | | 100 | | 1,359 | | | |
| | BMN | | 100 | | ---- | | | |
| | BMT | | 100 | | ---- | | | |
| | BRM | | 100 | | ---- | | | |
| | BKN | | 100 | | ---- | | | |
D-3
| | | | TRUST SHARES | | SHARE EQUIVA- | | % OF SHARES | |
DIRECTOR | | TRUST | | OWNED | | LENTS(1) | | OUTSTANDING | |
| |
| |
| |
| |
|
|
Kent Dixon | | BCT | | 100 | | 898 | | | |
(continued) | | BSD | | 100 | | ---- | | | |
| | BHY | | 5,000 | | 1,518 | | | |
| | BNA | | 100 | | 1,315 | | | |
| | BFK | | 5,100 | | ---- | | | |
| | BPK | | 100 | | ---- | | | |
| | BHK | | 100 | | 1,059 | | | |
| | BRF | | 100 | | ---- | | | |
| | RFA | | 100 | | ---- | | | |
| | BBF | | 2,100 | | ---- | | | |
| | BHD | | 100 | | 935 | | | |
| | BBK | | 5,000 | | ---- | | | |
| | BLE | | 100 | | ---- | | | |
| | BYM | | 5,100 | | ---- | | | |
| | BIE | | 100 | | ---- | | | |
| | BAF | | 100 | | ---- | | | |
| | BPP | | 100 | | ---- | | | |
| | BLW | | 1,000 | | ---- | | | |
| | BKK | | 100 | | ---- | | | |
| | BFO | | 100 | | ---- | | | |
| | BDV | | 2,000 | | ---- | | | |
| | BDT | | 100 | | ---- | | | |
| | BQY | | 100 | | ---- | | | |
| | BGT | | 500 | | ---- | | | |
| | BGR | | 500 | | ---- | | | |
Frank J. Fabozzi | | BKT | | 2,010 | | 1,463 | | (2) | |
| | BAT | | 10 | | 973 | | | |
| | BMN | | 10 | | ---- | | | |
| | BMT | | 10 | | ---- | | | |
| | BRM | | 10 | | ---- | | | |
| | BKN | | 10 | | ---- | | | |
| | BCT | | 10 | | 665 | | | |
| | BSD | | 100 | | ---- | | | |
| | BHY | | 10 | | 1,107 | | | |
| | BNA | | 10 | | 971 | | | |
| | BFK | | 20 | | ---- | | | |
| | BPK | | 20 | | ---- | | | |
| | BHK | | 20 | | 778 | | | |
| | BPS | | 100 | | ---- | | | |
| | BHD | | 100 | | 671 | | | |
| | BBK | | 20 | | ---- | | | |
| | BLE | | 10 | | ---- | | | |
| | BYM | | 10 | | ---- | | | |
| | BPP | | 100 | | ---- | | | |
D-4
| | | | TRUST SHARES | | SHARE EQUIVA- | | % OF SHARES | |
DIRECTOR | | TRUST | | OWNED | | LENTS(1) | | OUTSTANDING | |
| |
| |
| |
| |
|
|
Frank J. Fabozzi | | BLW | | 100 | | ---- | | | |
(continued) | | BKK | | 100 | | ---- | | | |
| | BDV | | 300 | | ---- | | | |
| | BDT | | 100 | | ---- | | | |
| | BQY | | 100 | | ---- | | | |
| | BGT | | 100 | | ---- | | | |
| | BGR | | 100 | | ---- | | | |
Kathleen F. Feldstein | | BKT | | 50 | | ---- | | (2) | |
| | BAT | | 50 | | ---- | | | |
| | BMN | | 50 | | ---- | | | |
| | BMT | | 50 | | ---- | | | |
| | BRM | | 50 | | ---- | | | |
| | BKN | | 50 | | ---- | | | |
| | BCT | | 50 | | ---- | | | |
| | BSD | | 50 | | ---- | | | |
| | BHY | | 50 | | ---- | | | |
| | BNA | | 50 | | ---- | | | |
| | BFK | | 50 | | ---- | | | |
| | BPK | | 50 | | ---- | | | |
| | BHK | | 50 | | ---- | | | |
| | BHD | | 50 | | ---- | | | |
| | BBK | | 50 | | ---- | | | |
| | BLE | | 50 | | ---- | | | |
| | BYM | | 50 | | ---- | | | |
| | BPP | | 50 | | ---- | | | |
| | BLW | | 50 | | ---- | | | |
| | BKK | | 50 | | ---- | | | |
| | BDV | | 50 | | ---- | | | |
| | BDT | | 50 | | ---- | | | |
| | BQY | | 51 | | ---- | | | |
| | BGT | | 50 | | ---- | | | |
| | BGR | | 50 | | ---- | | | |
R. Glenn Hubbard | | BKT | | 101 | | 528 | | (2) | |
| | BAT | | 101 | | 371 | | | |
| | BMN | | 100 | | ---- | | | |
| | BMT | | 100 | | ---- | | | |
| | BRM | | 100 | | ---- | | | |
| | BKN | | 100 | | ---- | | | |
| | BCT | | 100 | | 246 | | | |
| | BSD | | 100 | | ---- | | | |
| | BHY | | 101 | | 393 | | | |
| | BNA | | 101 | | 347 | | | |
| | BFK | | 100 | | ---- | | | |
| | BPK | | 100 | | ---- | | | |
D-5
| | | | TRUST SHARES | | SHARE EQUIVA- | | % OF SHARES | |
DIRECTOR | | TRUST | | OWNED | | LENTS(1) | | OUTSTANDING | |
| |
| |
| |
| |
| |
R. Glenn Hubbard | | BHK | | 101 | | 275 | | | |
(continued) | | BLN | | 100 | | ---- | | | |
| | RNY | | 100 | | ---- | | | |
| | BNY | | 100 | | ---- | | | |
| | BLH | | 100 | | ---- | | | |
| | BHD | | 101 | | 221 | | | |
| | BBK | | 100 | | ---- | | | |
| | BLE | | 100 | | ---- | | | |
| | BYM | | 100 | | ---- | | | |
| | BQH | | 100 | | ---- | | | |
| | BFY | | 100 | | ---- | | | |
| | BSE | | 100 | | ---- | | | |
| | BPP | | 101 | | ---- | | | |
| | BLW | | 101 | | ---- | | | |
| | BKK | | 100 | | ---- | | | |
| | BDV | | 100 | | ---- | | | |
| | BDT | | 100 | | ---- | | | |
| | BQY | | 101 | | ---- | | | |
| | BGT | | 100 | | ---- | | | |
| | BGR | | 100 | | ---- | | | |
James Clayburn La Force, Jr. | | BKT | | 10 | | 21,352 | | (2) | |
| | BAT | | 10 | | 13,299 | | | |
| | BMN | | 10 | | ---- | | | |
| | BMT | | 10 | | ---- | | | |
| | BRM | | 10 | | ---- | | | |
| | BKN | | 10 | | ---- | | | |
| | BCT | | 10 | | 9,645 | | | |
| | BSD | | 750 | (3) | ---- | | | |
| | BHY | | 1,000 | | 10,988 | | | |
| | BNA | | 10 | | 14,372 | | | |
| | BFK | | 100 | | ---- | | | |
| | BPK | | 100 | | ---- | | | |
| | BHK | | 100 | | 5,197 | | | |
| | BFC | | 3,410 | | ---- | | | |
| | RAA | | 10 | | ---- | | | |
| | BFZ | | 100 | | ---- | | | |
| | BJZ | | 100 | | ---- | | | |
| | BHD | | 50 | | 4,547 | | | |
| | BBK | | 50 | | ---- | | | |
| | BLE | | 50 | | ---- | | | |
| | BYM | | 1,000 | | ---- | | | |
| | BZA | | 6,665 | | ---- | | | |
| | BCL | | 50 | | ---- | | | |
| | BCK | | 1,000 | | ---- | | | |
D-6
| | | | TRUST SHARES | | SHARE EQUIVA- | | % OF SHARES | |
DIRECTOR | | TRUST | | OWNED | | LENTS(1) | | OUTSTANDING | |
| |
| |
| |
| |
|
|
James Clayburn La Force, Jr. | | BPP | | 100 | | ---- | | | |
(continued) | | BLW | | 300 | | ---- | | | |
| | BKK | | 300 | | ---- | | | |
| | BDV | | 200 | | ---- | | | |
| | BDT | | 310 | | ---- | | | |
| | BQY | | 200 | | ---- | | | |
| | BGT | | 300 | | ---- | | | |
| | BGR | | 100 | | ---- | | | |
Walter F. Mondale | | BKT | | 20 | | 7,190 | | (2) | |
| | BAT | | 20 | | 4,688 | | | |
| | BMN | | 1,020 | | ---- | | | |
| | BMT | | 1,020 | | ---- | | | |
| | BRM | | 20 | | ---- | | | |
| | BKN | | 20 | | ---- | | | |
| | BCT | | 20 | | 3,158 | | | |
| | BSD | | 20 | | ---- | | | |
| | BHY | | 275 | | ---- | | | |
| | BNA | | 20 | | 4,821 | | | |
| | BFK | | 20 | | ---- | | | |
| | BPK | | 1,000 | | ---- | | | |
| | BHK | | 1,000 | | 1,486 | | | |
| | BHD | | 20 | | 1,148 | | | |
| | BBK | | 20 | | ---- | | | |
| | BLE | | 20 | | ---- | | | |
| | BYM | | 50 | | ---- | | | |
| | BPP | | 50 | | ---- | | | |
| | BLW | | 30 | | ---- | | | |
| | BKK | | 30 | | ---- | | | |
| | BDV | | 50 | | ---- | | | |
| | BDT | | 50 | | ---- | | | |
| | BQY | | 50 | | ---- | | | |
| | BGT | | 20 | | ---- | | | |
| | BGR | | 10 | | ---- | | | |
|
(1) | Represents, as of February 28, 2005, the approximate number of share equivalents owned under the deferred compensation plan in each Trust by the Independent Directors of the Trusts who have participated in the deferred compensation plan. |
|
| Share equivalents are held in cash accounts by each Trust on behalf of the Independent Directors in connection with the deferred compensation plan. Under the deferred compensation plan, BAT, BCT, BHY, BKT, BNA, BHD and BHK are eligible investments. Messrs. Schlosstein and Kapito are not eligible to participate in the deferred compensation plan. |
|
(2) | Less than 1% of each Trust listed. |
|
(3) | Owned jointly with Mr. La Force’s wife. |
|
D-7
APPENDIX E
The following table sets forth the dollar range of equity securities beneficially owned and share equivalents held in the Fund Complex by each Director as of February 28, 2005. If a Trust is not listed, the Director does not own any shares of the Trust.
| | | | | | | | | | | | | AGGREGATE DOLLAR |
| | | | | | | AGGREGATE DOL- | | | | | | RANGE OF EQUITY |
| | | | | | | LAR RANGE OF EQ- | | DOLLAR RANGE OF | | SECURITIES AND |
| | DOLLAR RANGE OF EQUITY | | UITY SECURITIESOF | | SHARE EQUIVALENTS IN | | SHARE EQUIVALENTS |
| | SECURITIES IN EACH TRUST(1) | | ALL TRUSTS(1) | | EACH TRUST(1) | | OF ALL TRUSTS(1) |
NAME | | TRUST | | DOLLAR RANGE | | | | TRUST | | DOLLAR RANGE | | |
|
INTERESTED DIRECTORS: | | | | | | | | | | | |
Ralph L. Schlosstein | | BKT | | $10,001-$50,000 | | Over $100,000 | | BKT | | ---- | | Over $100,000(1) |
| | BAT | | $1-$10,000 | | | | BAT | | ---- | | |
| | BMN | | $1-$10,000 | | | | BMN | | ---- | | |
| | BMT | | $1-$10,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | $1-$10,000 | | | | BKN | | ---- | | |
| | BCT | | $1-$10,000 | | | | BCT | | ---- | | |
| | BSD | | $1-$10,000 | | | | BSD | | ---- | | |
| | BHY | | $1-$10,000 | | | | BHY | | ---- | | |
| | BNA | | $10,001-$50,000 | | | | BNA | | ---- | | |
| | BFK | | $1-$10,000 | | | | BFK | | ---- | | |
| | BPK | | $1-$10,000 | | | | BPK | | ---- | | |
| | BHK | | $1-$10,000 | | | | BHK | | ---- | | |
| | RNJ | | $1-$10,000 | | | | RNJ | | ---- | | |
| | BLN | | $1-$10,000 | | | | BLN | | ---- | | |
| | BNY | | $1-$10,000 | | | | BNY | | ---- | | |
| | BLH | | $1-$10,000 | | | | BLH | | ---- | | |
| | BHD | | $1-$10,000 | | | | BHD | | ---- | | |
| | BBK | | $1-$10,000 | | | | BBK | | ---- | | |
| | BLE | | $1-$10,000 | | | | BLE | | ---- | | |
| | BYM | | $1-$10,000 | | | | BYM | | ---- | | |
| | BQH | | $1-$10,000 | | | | BQH | | ---- | | |
| | BFY | | $1-$10,000 | | | | BFY | | ---- | | |
| | BSE | | $1-$10,000 | | | | BSE | | ---- | | |
| | BPP | | $1-$10,000 | | | | BPP | | ---- | | |
| | BLW | | $1-$10,000 | | | | BLW | | ---- | | |
| | BKK | | $1-$10,000 | | | | BKK | | ---- | | |
| | BDV | | $1-$10,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
| | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
| | BGT | | $1-$10,000 | | | | BGT | | ---- | | |
| | BGR | | $1-$10,000 | | | | BGR | | ---- | | |
Robert S. Kapito | | BKT | | $10,001-$50,000 | | Over $100,000 | | BKT | | ---- | | Over $100,000(1) |
E-1
| | | | | | | | | | | | | AGGREGATE DOLLAR |
| | | | | | | AGGREGATE DOL- | | | | | | RANGE OF EQUITY |
| | | | | | | LAR RANGE OF EQ- | | DOLLAR RANGE OF | | SECURITIES AND |
| | DOLLAR RANGE OF EQUITY | | UITY SECURITIESOF | | SHARE EQUIVALENTS IN | | SHARE EQUIVALENTS |
| | SECURITIES IN EACH TRUST(1) | | ALL TRUSTS(1) | | EACH TRUST(1) | | OF ALL TRUSTS(1) |
NAME | | TRUST | | | DOLLAR RANGE | | | | TRUST | | DOLLAR RANGE | | |
Robert S. Kapito | | BAT | | $1-$10,000 | | | | BAT | | ---- | | |
(continued) | | BMN | | $1-$10,000 | | | | BMN | | ---- | | |
| | BMT | | $1-$10,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | Over $100,000 | | | | BKN | | ---- | | |
| | BCT | | $1-$10,000 | | | | BCT | | ---- | | |
| | BSD | | Over $100,000 | | | | BSD | | ---- | | |
| | BHY | | $1-$10,000 | | | | BHY | | ---- | | |
| | BNA | | $1-$10,000 | | | | BNA | | ---- | | |
| | BFK | | Over $100,000 | | | | BFK | | ---- | | |
| | BPK | | Over $100,000 | | | | BPK | | ---- | | |
| | BHK | | $1-$10,000 | | | | BHK | | ---- | | |
| | RNJ | | $10,001-$50,000 | | | | RNJ | | ---- | | |
| | BNJ | | Over $100,000 | | | | BNJ | | ---- | | |
| | BHD | | $10,001-$50,000 | | | | BHD | | ---- | | |
| | BBK | | $10,001-$50,000 | | | | BBK | | ---- | | |
| | BLE | | Over $100,000 | | | | BLE | | ---- | | |
| | BYM | | $1-$10,000 | | | | BYM | | ---- | | |
| | BLJ | | $10,001-$50,000 | | | | BLJ | | ---- | | |
| | BPP | | $10,001-$50,000 | | | | BPP | | ---- | | |
| | BLW | | $10,001-$50,000 | | | | BLW | | ---- | | |
| | BKK | | $10,001-$50,000 | | | | BKK | | ---- | | |
| | BDV | | $10,001-$50,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
| | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
| | BGT | | $10,001-$50,000 | | | | BGT | | ---- | | |
| | BGR | | $10,001-$50,000 | | | | BGR | | ---- | | |
INDEPENDENT DIRECTORS: | | | | | | | | | | |
Andrew F. Brimmer | | BKT | | $1-$10,000 | | $10,001-$50,000 | | BKT | | $10,001-$50,000 | | Over $100,000 |
| | BAT | | $1-$10,000 | | | | BAT | | $10,001-$50,000 | | |
| | BMN | | $1-$10,000 | | | | BMN | | ---- | | |
| | BMT | | $1-$10,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | $1-$10,000 | | | | BKN | | ---- | | |
| | BCT | | $1-$10,000 | | | | BCT | | $10,001-$50,000 | | |
| | BSD | | $1-$10,000 | | | | BSD | | ---- | | |
| | BHY | | $1-$10,000 | | | | BHY | | $10,001-$50,000 | | |
| | BNA | | $1-$10,000 | | | | BNA | | $10,001-$50,000 | | |
| | BFK | | $1-$10,000 | | | | BFK | | ---- | | |
| | BPK | | $1-$10,000 | | | | BPK | | ---- | | |
| | BHK | | $1-$10,000 | | | | BHK | | $10,001-$50,000 | | |
E-2
| | | | | | | | | | | | | AGGREGATE DOLLAR |
| | | | | | | AGGREGATE DOL- | | | | | | RANGE OF EQUITY |
| | | | | | | LAR RANGE OF EQ- | | DOLLAR RANGE OF | | SECURITIES AND |
| | DOLLAR RANGE OF EQUITY | | UITY SECURITIESOF | | SHARE EQUIVALENTS IN | | SHARE EQUIVALENTS |
| | SECURITIES IN EACH TRUST(1) | | ALL TRUSTS(1) | | EACH TRUST(1) | | OF ALL TRUSTS(1) |
NAME | | TRUST | | | DOLLAR RANGE | | | | TRUST | | DOLLAR RANGE | | |
Andrew F. Brimmer | | BHD | | $1-$10,000 | | | | BHD | | $10,001-$50,000 | | |
(continued) | | BBK | | $1-$10,000 | | | | BBK | | ---- | | |
| | BLE | | $1-$10,000 | | | | BLE | | ---- | | |
| | BYM | | $1-$10,000 | | | | BYM | | ---- | | |
| | BPP | | $1-$10,000 | | | | BPP | | ---- | | |
| | BLW | | $1-$10,000 | | | | BLW | | ---- | | |
| | BKK | | $1-$10,000 | | | | BKK | | ---- | | |
| | BDV | | $1-$10,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
| | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
| | BGT | | $1-$10,000 | | | | BGT | | ---- | | |
| | BGR | | $1-$10,000 | | | | BGR | | ---- | | |
Richard E. Cavanagh | | BKT | | $1-$10,000 | | $50,001-$100,000 | | BKT | | $50,001-$100,000 | | Over $100,000 |
| | BAT | | $1-$10,000 | | | | BAT | | $10,001-$50,000 | | |
| | BMN | | $1-$10,000 | | | | BMN | | ---- | | |
| | BMT | | $1-$10,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | $1-$10,000 | | | | BKN | | ---- | | |
| | BCT | | $1-$10,000 | | | | BCT | | $10,001-$50,000 | | |
| | BSD | | $1-$10,000 | | | | BSD | | ---- | | |
| | BHY | | $1-$10,000 | | | | BHY | | $50,001-$100,000 | | |
| | BNA | | $1-$10,000 | | | | BNA | | $10,001-$50,000 | | |
| | BFK | | $1-$10,000 | | | | BFK | | ---- | | |
| | BPK | | $1-$10,000 | | | | BPK | | ---- | | |
| | BHK | | $1-$10,000 | | | | BHK | | $10,001-$50,000 | | |
| | BLN | | $1-$10,000 | | | | BLN | | ---- | | |
| | RNY | | $1-$10,000 | | | | RNY | | ---- | | |
| | BNY | | $1-$10,000 | | | | BNY | | ---- | | |
| | BLH | | $1-$10,000 | | | | BLH | | ---- | | |
| | BHD | | $1-$10,000 | | | | BHD | | $10,001-$50,000 | | |
| | BBK | | $1-$10,000 | | | | BBK | | ---- | | |
| | BLE | | $1-$10,000 | | | | BLE | | ---- | | |
| | BYM | | $1-$10,000 | | | | BYM | | ---- | | |
| | BQH | | $1-$10,000 | | | | BQH | | ---- | | |
| | BFY | | $1-$10,000 | | | | BFY | | ---- | | |
| | BSE | | $1-$10,000 | | | | BSE | | ---- | | |
| | BPP | | $1-$10,000 | | | | BPP | | ---- | | |
| | BLW | | $1-$10,000 | | | | BLW | | ---- | | |
| | BKK | | $1-$10,000 | | | | BKK | | ---- | | |
| | BDV | | $1-$10,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
E-3
| | | | | | | | | | | | AGGREGATE DOLLAR |
| | | | | | AGGREGATE DOL- | | | | | | RANGE OF EQUITY |
| | | | | | LAR RANGE OF EQ- | | DOLLAR RANGE OF | | SECURITIES AND |
| | DOLLAR RANGE OF EQUITY | | UITY SECURITIESOF | | SHARE EQUIVALENTS IN | | SHARE EQUIVALENTS |
| | SECURITIES IN EACH TRUST(1) | | ALL TRUSTS(1) | | EACH TRUST(1) | | OF ALL TRUSTS(1) |
NAME | | TRUST | | DOLLAR RANGE | | | | TRUST | | DOLLAR RANGE | | |
Richard E. Cavanagh | | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
(continued) | | BGT | | $1-$10,000 | | | | BGT | | ---- | | |
| | BGR | | $1-$10,000 | | | | BGR | | ---- | | |
Kent Dixon | | BKT | | $1- $10,000 | | Over $100,000 | | BKT | | $10,001 - $50,000 | | Over $100,000 |
| | BAT | | $1-$10,000 | | | | BAT | | $10,001 - $50,000 | | |
| | BMN | | $1-$10,000 | | | | BMN | | ---- | | |
| | BMT | | $1-$10,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | $1-$10,000 | | | | BKN | | ---- | | |
| | BCT | | $1-$10,000 | | | | BCT | | $10,001 - $50,000 | | |
| | BSD | | $1-$10,000 | | | | BSD | | ---- | | |
| | BHY | | $10,001-$50,000 | | | | BHY | | $10,001 - $50,000 | | |
| | BNA | | $1-$10,000 | | | | BNA | | $10,001 - $50,000 | | |
| | BFK | | $50,001-$100,000 | | | | BFK | | ---- | | |
| | BPK | | $1-$10,000 | | | | BPK | | ---- | | |
| | BHK | | $1-$10,000 | | | | BHK | | $10,001 - $50,000 | | |
| | BRF | | $1-$10,000 | | | | BRF | | ---- | | |
| | RFA | | $1-$10,000 | | | | RFA | | ---- | | |
| | BBF | | $10,001-$50,000 | | | | BBF | | ---- | | |
| | BHD | | $1-$10,000 | | | | BHD | | $10,001 - $50,000 | | |
| | BBK | | $50,001-$100,000 | | | | BBK | | ---- | | |
| | BLE | | $1-$10,000 | | | | BLE | | ---- | | |
| | BYM | | $50,001-$100,000 | | | | BYM | | ---- | | |
| | BIE | | $1-$10,000 | | | | BIE | | ---- | | |
| | BAF | | $1-$10,000 | | | | BAF | | ---- | | |
| | BPP | | $1-$10,000 | | | | BPP | | ---- | | |
| | BLW | | $10,001-$50,000 | | | | BLW | | ---- | | |
| | BKK | | $1-$10,000 | | | | BKK | | ---- | | |
| | BFO | | $1-$10,000 | | | | BFO | | ---- | | |
| | BDV | | $10,001-$50,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
| | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
| | BGT | | $1-$10,000 | | | | BGT | | ---- | | |
| | BGR | | $10,001-$50,000 | | | | BGR | | ---- | | |
Frank J. Fabozzi | | BKT | | $10,001-$50,000 | | $10,001-$50,000 | | BKT | | $10,001-$50,000 | | Over $100,000 |
| | BAT | | $1-$10,000 | | | | BAT | | $10,001-$50,000 | | |
| | BMN | | $1-$10,000 | | | | BMN | | ---- | | |
| | BMT | | $1-$10,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | $1-$10,000 | | | | BKN | | ---- | | |
| | BCT | | $1-$10,000 | | | | BCT | | $10,001-$50,000 | | |
E-4
| | | | | | | | | | | | AGGREGATE DOLLAR |
| | | | | | AGGREGATE DOL- | | | | | | RANGE OF EQUITY |
| | | | | | LAR RANGE OF EQ- | | DOLLAR RANGE OF | | SECURITIES AND |
| | DOLLAR RANGE OF EQUITY | | UITY SECURITIESOF | | SHARE EQUIVALENTS IN | | SHARE EQUIVALENTS |
| | SECURITIES IN EACH TRUST(1) | | ALL TRUSTS(1) | | EACH TRUST(1) | | OF ALL TRUSTS(1) |
NAME | | TRUST | | DOLLAR RANGE | | | | TRUST | | DOLLAR RANGE | | |
Frank J. Fabozzi | | BSD | | $1-$10,000 | | | | BSD | | ---- | | |
(continued) | | BHY | | $1-$10,000 | | | | BHY | | $10,001-$50,000 | | |
| | BNA | | $1-$10,000 | | | | BNA | | $10,001-$50,000 | | |
| | BFK | | $1-$10,000 | | | | BFK | | ---- | | |
| | BPK | | $1-$10,000 | | | | BPK | | ---- | | |
| | BHK | | $1-$10,000 | | | | BHK | | $10,001-$50,000 | | |
| | BPS | | $1-$10,000 | | | | BPS | | ---- | | |
| | BHD | | $1-$10,000 | | | | BHD | | $10,001-$50,000 | | |
| | BBK | | $1-$10,000 | | | | BBK | | ---- | | |
| | BLE | | $1-$10,000 | | | | BLE | | ---- | | |
| | BYM | | $1-$10,000 | | | | BYM | | ---- | | |
| | BPP | | $1-$10,000 | | | | BPP | | ---- | | |
| | BLW | | $1-$10,000 | | | | BLW | | ---- | | |
| | BKK | | $1-$10,000 | | | | BKK | | ---- | | |
| | BDV | | $1-$10,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
| | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
| | BGT | | $1-$10,000 | | | | BGT | | ---- | | |
| | BGR | | $1-$10,000 | | | | BGR | | ---- | | |
Kathleen F. Feldstein | | BKT | | $1-$10,000 | | $10,001-$50,000 | | BKT | | ---- | | $10,001-$50,000 |
| | BAT | | $1-$10,000 | | | | BAT | | ---- | | |
| | BMN | | $1-$10,000 | | | | BMN | | ---- | | |
| | BMT | | $1-$10,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | $1-$10,000 | | | | BKN | | ---- | | |
| | BCT | | $1-$10,000 | | | | BCT | | ---- | | |
| | BSD | | $1-$10,000 | | | | BSD | | ---- | | |
| | BHY | | $1-$10,000 | | | | BHY | | ---- | | |
| | BNA | | $1-$10,000 | | | | BNA | | ---- | | |
| | BFK | | $1-$10,000 | | | | BFK | | ---- | | |
| | BPK | | $1-$10,000 | | | | BPK | | ---- | | |
| | BHK | | $1-$10,000 | | | | BHK | | ---- | | |
| | BHD | | $1-$10,000 | | | | BHD | | ---- | | |
| | BBK | | $1-$10,000 | | | | BBK | | ---- | | |
| | BLE | | $1-$10,000 | | | | BLE | | ---- | | |
| | BYM | | $1-$10,000 | | | | BYM | | ---- | | |
| | BPP | | $1-$10,000 | | | | BPP | | ---- | | |
| | BLW | | $1-$10,000 | | | | BLW | | ---- | | |
| | BKK | | $1-$10,000 | | | | BKK | | ---- | | |
| | BDV | | $1-$10,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
E-5
| | | | | | | | | | | | AGGREGATE DOLLAR |
| | | | | | AGGREGATE DOL- | | | | | | RANGE OF EQUITY |
| | | | | | LAR RANGE OF EQ- | | DOLLAR RANGE OF | | SECURITIES AND |
| | DOLLAR RANGE OF EQUITY | | UITY SECURITIESOF | | SHARE EQUIVALENTS IN | | SHARE EQUIVALENTS |
| | SECURITIES IN EACH TRUST(1) | | ALL TRUSTS(1) | | EACH TRUST(1) | | OF ALL TRUSTS(1) |
NAME | | TRUST | | DOLLAR RANGE | | | | TRUST | | DOLLAR RANGE | | |
Kathleen F. Feldstein | | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
(continued) | | BGT | | $1-$10,000 | | | | BGT | | ---- | | |
| | BGR | | $1-$10,000 | | | | BGR | | ---- | | |
R. Glenn Hubbard | | BKT | | $1-$10,000 | | $10,001-$50,000 | | BKT | | $1-$10,000 | | $50,001-$100,000 |
| | BAT | | $1-$10,000 | | | | BAT | | $1-$10,000 | | |
| | BMN | | $1-$10,000 | | | | BMN | | ---- | | |
| | BMT | | $1-$10,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | $1-$10,000 | | | | BKN | | ---- | | |
| | BCT | | $1-$10,000 | | | | BCT | | $1-$10,000 | | |
| | BSD | | $1-$10,000 | | | | BSD | | ---- | | |
| | BHY | | $1-$10,000 | | | | BHY | | $1-$10,000 | | |
| | BNA | | $1-$10,000 | | | | BNA | | $1-$10,000 | | |
| | BFK | | $1-$10,000 | | | | BFK | | ---- | | |
| | BPK | | $1-$10,000 | | | | BPK | | ---- | | |
| | BHK | | $1-$10,000 | | | | BHK | | $1-$10,000 | | |
| | BLN | | $1-$10,000 | | | | BLN | | ---- | | |
| | RNY | | $1-$10,000 | | | | RNY | | ---- | | |
| | BNY | | $1-$10,000 | | | | BNY | | ---- | | |
| | BLH | | $1-$10,000 | | | | BLH | | ---- | | |
| | BHD | | $1-$10,000 | | | | BHD | | $1-$10,000 | | |
| | BBK | | $1-$10,000 | | | | BBK | | ---- | | |
| | BLE | | $1-$10,000 | | | | BLE | | ---- | | |
| | BYM | | $1-$10,000 | | | | BYM | | ---- | | |
| | BQH | | $1-$10,000 | | | | BQH | | ---- | | |
| | BFY | | $1-$10,000 | | | | BFY | | ---- | | |
| | BSE | | $1-$10,000 | | | | BSE | | ---- | | |
| | BPP | | $1-$10,000 | | | | BPP | | ---- | | |
| | BLW | | $1-$10,000 | | | | BLW | | ---- | | |
| | BKK | | $1-$10,000 | | | | BKK | | ---- | | |
| | BDV | | $1-$10,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
| | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
| | BGT | | $1-$10,000 | | | | BGT | | ---- | | |
| | BGR | | $1-$10,000 | | | | BGR | | ---- | | |
James Clayburn | | BKT | | $1-$10,000 | | Over $100,000 | | BKT | | Over $100,000 | | Over $100,000 |
La Force, Jr. | | BAT | | $1-$10,000 | | | | BAT | | Over $100,000 | | |
| | BMN | | $1-$10,000 | | | | BMN | | ---- | | |
| | BMT | | $1-$10,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | $1-$10,000 | | | | BKN | | ---- | | |
E-6
| | | | | | | | | | | | AGGREGATE DOLLAR |
| | | | | | AGGREGATE DOL- | | | | | | RANGE OF EQUITY |
| | | | | | LAR RANGE OF EQ- | | DOLLAR RANGE OF | | SECURITIES AND |
| | DOLLAR RANGE OF EQUITY | | UITY SECURITIESOF | | SHARE EQUIVALENTS IN | | SHARE EQUIVALENTS |
| | SECURITIES IN EACH TRUST(1) | | ALL TRUSTS(1) | | EACH TRUST(1) | | OF ALL TRUSTS(1) |
NAME | | TRUST | | DOLLAR RANGE | | | | TRUST | | DOLLAR RANGE | | |
James Clayburn | | BCT | | $1-$10,000 | | | | BCT | | Over $100,000 | | |
La Force, Jr. | | BSD | | $10,001-$50,000 | | | | BSD | | ---- | | |
(continued) | | BHY | | $1-$10,000 | | | | BHY | | Over $100,000 | | |
| | BNA | | $1-$10,000 | | | | BNA | | Over $100,000 | | |
| | BFK | | $1-$10,000 | | | | BFK | | ---- | | |
| | BPK | | $1-$10,000 | | | | BPK | | ---- | | |
| | BHK | | $1-$10,000 | | | | BHK | | $50,001-$100,000 | | |
| | BFC | | $50,001-$100,000 | | | | BFC | | ---- | | |
| | RAA | | $1-$10,000 | | | | RAA | | ---- | | |
| | BFZ | | $1-$10,000 | | | | BFZ | | ---- | | |
| | BJZ | | $1-$10,000 | | | | BJZ | | ---- | | |
| | BHD | | $1-$10,000 | | | | BHD | | $50,001-$100,000 | | |
| | BBK | | $1-$10,000 | | | | BBK | | ---- | | |
| | BLE | | $1-$10,000 | | | | BLE | | ---- | | |
| | BYM | | $10,001-$50,000 | | | | BYM | | ---- | | |
| | BZA | | $50,001-$100,000 | | | | BZA | | ---- | | |
| | BCL | | $1-$10,000 | | | | BCL | | ---- | | |
| | BCK | | $10,001-$50,000 | | | | BCK | | ---- | | |
| | BPP | | $1-$10,000 | | | | BPP | | ---- | | |
| | BLW | | $1-$10,000 | | | | BLW | | ---- | | |
| | BKK | | $1-$10,000 | | | | BKK | | ---- | | |
| | BDV | | $1-$10,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
| | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
| | BGT | | $1-$10,000 | | | | BGT | | ---- | | |
| | BGR | | $1-$10,000 | | | | BGR | | ---- | | |
Walter F. Mondale | | BKT | | $1-$10,000 | | $50,001-$100,000 | | BKT | | $50,001-$100,000 | | Over $100,000 |
| | BAT | | $1-$10,000 | | | | BAT | | $10,001-$50,000 | | |
| | BMN | | $10,001-$50,000 | | | | BMN | | ---- | | |
| | BMT | | $10,001-$50,000 | | | | BMT | | ---- | | |
| | BRM | | $1-$10,000 | | | | BRM | | ---- | | |
| | BKN | | $1-$10,000 | | | | BKN | | ---- | | |
| | BCT | | $1-$10,000 | | | | BCT | | $10,001-$50,000 | | |
| | BSD | | $1-$10,000 | | | | BSD | | ---- | | |
| | BHY | | $1-$10,000 | | | | BHY | | ---- | | |
| | BNA | | $1-$10,000 | | | | BNA | | $50,001-$100,000 | | |
| | BFK | | $1-$10,000 | | | | BFK | | ---- | | |
| | BPK | | $10,001-$50,000 | | | | BPK | | ---- | | |
| | BHK | | $10,001-$50,000 | | | | BHK | | $10,001-$50,000 | | |
| | BHD | | $1-$10,000 | | | | BHD | | $10,001-$50,000 | | |
| | BBK | | $1-$10,000 | | | | BBK | | ---- | | |
E-7
| | | | | | | | | | | | AGGREGATE DOLLAR |
| | | | | | AGGREGATE DOL- | | | | | | RANGE OF EQUITY |
| | | | | | LAR RANGE OF EQ- | | DOLLAR RANGE OF | | SECURITIES AND |
| | DOLLAR RANGE OF EQUITY | | UITY SECURITIESOF | | SHARE EQUIVALENTS IN | | SHARE EQUIVALENTS |
| | SECURITIES IN EACH TRUST(1) | | ALL TRUSTS(1) | | EACH TRUST(1) | | OF ALL TRUSTS(1) |
NAME | | TRUST | | DOLLAR RANGE | | | | TRUST | | DOLLAR RANGE | | |
Walter F. Mondale | | BLE | | $1-$10,000 | | | | BLE | | ---- | | |
(continued) | | BYM | | $1-$10,000 | | | | BYM | | ---- | | |
| | BPP | | $1-$10,000 | | | | BPP | | ---- | | |
| | BLW | | $1-$10,000 | | | | BLW | | ---- | | |
| | BKK | | $1-$10,000 | | | | BKK | | ---- | | |
| | BDV | | $1-$10,000 | | | | BDV | | ---- | | |
| | BDT | | $1-$10,000 | | | | BDT | | ---- | | |
| | BQY | | $1-$10,000 | | | | BQY | | ---- | | |
| | BGT | | $1-$10,000 | | | | BGT | | ---- | | |
| | BGR | | $1-$10,000 | | | | BGR | | ---- | | |
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(1) | Messrs. Kapito and Schlosstein and are not eligible to participate in the deferred compensation plan. Therefore, they own the same amount of equity securities without share equivalents as equity securities including share equivalents. |
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E-8
THE BLACKROCK
STRATEGIC MUNICIPAL TRUST
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
Your vote is important. Please vote immediately. | Vote-by-Internet Log on to the Internet and go to http://www.eproxyvote.com/bsd | ![](https://capedge.com/proxy/DEF 14A/0000930413-05-002706/c36808x1x2.jpg) | OR | Vote-by-Telephone Call toll-free 1-877-PRX-VOTE (1-877-779-8683) | ![](https://capedge.com/proxy/DEF 14A/0000930413-05-002706/c36808x1x3.jpg) | |
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If you vote over the Internet or by telephone, please do not mail your card.
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
| | | | Co-owner | | |
Signature: | _________________ | Date: | _______________ | Signature: | _____________________ | Date: ____________ |
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
Z32612
PROXY
THE BLACKROCK
STRATEGIC MUNICIPAL TRUST
COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Anne F. Ackerley, Henry Gabbay and James Kong, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the common shares of The BlackRock Strategic Municipal Trust (the “Trust”) held of record by the undersigned on February 28, 2005 at the Annual Meeting of Shareholders of the Trust to be held on May 26, 2005 or at any adjournments or postponements thereof.
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.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
PLEASE MARK BOXES IN BLUE OR BLACK INK.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE PAID ENVELOPE.
HAS YOUR ADDRESS CHANGED? | | DO YOU HAVE ANY COMMENTS? |
| | |
| |
|
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|
THE BLACKROCK
STRATEGIC MUNICIPAL TRUST
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE
| | | | Co-owner | | |
Signature: | _________________ | Date: | _______________ | Signature: | _____________________ | Date: ____________ |
DETACH HERE
ZBKSP2
PROXY
THE BLACKROCK
STRATEGIC MUNICIPAL TRUST
PREFERRED SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Anne F. Ackerley, Henry Gabbay and James Kong, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the preferred shares of The BlackRock Strategic Municipal Trust (the “Trust”) held of record by the undersigned on February 28, 2005 at the Annual Meeting of Shareholders of the Trust to be held on May 26, 2005 or at any adjournments or postponements thereof.
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.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
PLEASE MARK BOXES IN BLUE OR BLACK INK.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE PAID ENVELOPE.
HAS YOUR ADDRESS CHANGED? | | DO YOU HAVE ANY COMMENTS? |
| | |
| |
|
| | |
| |
|
| | |
| |
|
THE BLACKROCK
PENNSYLVANIA STRATEGIC
MUNICIPAL TRUST
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
Your vote is important. Please vote immediately. | Vote-by-Internet Log on to the Internet and go to http://www.eproxyvote.com/bps | ![](https://capedge.com/proxy/DEF 14A/0000930413-05-002706/c36808x1x2.jpg) | OR | Vote-by-Telephone Call toll-free 1-877-PRX-VOTE (1-877-779-8683) | ![](https://capedge.com/proxy/DEF 14A/0000930413-05-002706/c36808x1x3.jpg) | |
| | | | | | |
If you vote over the Internet or by telephone, please do not mail your card.
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
| | | | Co-owner | | |
Signature: | _________________ | Date: | _______________ | Signature: | _____________________ | Date: ____________ |
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
ZMOCK2
PROXY
THE BLACKROCK
PENNSYLVANIA STRATEGIC MUNICIPAL TRUST
COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Anne F. Ackerley, Henry Gabbay and James Kong, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the common shares of The BlackRock Pennsylvania Strategic Municipal Trust (the “Trust”) held of record by the undersigned on February 28, 2005 at the Annual Meeting of Shareholders of the Trust to be held on May 26, 2005 or at any adjournments or postponements thereof.
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.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
PLEASE MARK BOXES IN BLUE OR BLACK INK.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE PAID ENVELOPE.
HAS YOUR ADDRESS CHANGED? | | DO YOU HAVE ANY COMMENTS? |
| | |
| |
|
| | |
| |
|
| | |
| |
|
THE BLACKROCK
PENNSYLVANIA STRATEGIC
MUNICIPAL TRUST
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE
| | | | Co-owner | | |
Signature: | _________________ | Date: | _______________ | Signature: | _____________________ | Date: ____________ |
DETACH HERE
ZBKPP2
PROXY
THE BLACKROCK
PENNSYLVANIA STRATEGIC MUNICIPAL TRUST
PREFERRED SHARES
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Anne F. Ackerley, Henry Gabbay and James Kong, and each of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the preferred shares of The BlackRock Pennsylvania Strategic Municipal Trust (the “Trust”) held of record by the undersigned on February 28, 2005 at the Annual Meeting of Shareholders of the Trust to be held on May 26, 2005 or at any adjournments or postponements thereof.
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.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
PLEASE MARK BOXES IN BLUE OR BLACK INK.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE PAID ENVELOPE.
HAS YOUR ADDRESS CHANGED? | | DO YOU HAVE ANY COMMENTS? |
| | |
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