UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21522
S&P Quality Rankings Global Equity Managed Trust
(Exact name of registrant as specified in charter)
Robert S. Kapito, President
S&P Quality Rankings Global Equity Managed Trust
40 East 52nd Street, New York, NY 10022
(Name and address of agent for service)
Registrant's telephone number, including area code: 888-825-2257
Date of fiscal year end: October 31, 2004
Date of reporting period: October 31, 2004
Item 1. Reports to Shareholders.
The Registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:
FIXED INCOME LIQUIDITY EQUITIES ALTERNATIVES BLACKROCK SOLUTIONS
BlackRock
Closed-End Funds
Annual Report
OCTOBER 31, 2004
BlackRock Dividend AchieversTM Trust (BDV)
BlackRock Strategic Dividend AchieversTM Trust (BDT)
S&P Quality Rankings Global Equity Managed Trust (BQY)
NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE
TABLE OF CONTENTS
Letter to Shareholders | 1 | |
Trusts’ Summaries | 2 | |
Portfolios of Investments | 5 | |
Financial Statements | ||
Statements of Assets and Liabilities | 12 | |
Statements of Operations | 13 | |
Statements of Changes in Net Assets | 14 | |
Financial Highlights | 15 | |
Notes to Financial Statements | 18 | |
Report of Independent Registered Public Accounting Firm | 21 | |
Trustees Information | 22 | |
Dividend Reinvestment Plans | 24 | |
Additional Information | 24 | |
Tax Information | 24 |
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 we protect that information and why, in certain cases, we 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 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 their shareholders to BlackRock employees 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.
LETTER TO SHAREHOLDERS
October 31, 2004
Dear Shareholder:
We are pleased to present the first annual report for BlackRock Dividend Achievers™ Trust, BlackRock Strategic Dividend Achievers™ Trust and S&P Quality Rankings Global Equity Managed Trust (the “Trusts”) for the fiscal period ended October 31, 2004. This report contains the Trusts’ audited financial statements and a listing of the portfolios’ holdings.
The Trusts seek to provide long-term total return through a combination of current income and capital appreciation by investing in common stocks that pay above-average dividends and have the potential for capital appreciation.
BlackRock, Inc. (“BlackRock”), a world leader in asset management, is recognized for its emphasis on risk management and proprietary analytics, and for its reputation for managing money for the world’s largest institutional investors. As of September 30, 2004, BlackRock’s assets under management totaled approximately $323 billion across various investment strategies. BlackRock is also a significant provider of risk management and advisory services that combine our capital markets expertise with our proprietarily developed risk management systems and technology. As of September 30, 2004, BlackRock provided risk management services to portfolios with aggregate assets of over $2.5 trillion. BlackRock Advisors, Inc. and its affiliate, BlackRock Financial Management, Inc., which manages the trust, are wholly owned subsidiaries of BlackRock.
On behalf of BlackRock, we thank you for your continued confidence and assure you that we remain committed to excellence in managing your assets.
Sincerely,
Laurence D. Fink Chief Executive Officer BlackRock Advisors, Inc. | Ralph L. Schlosstein President BlackRock Advisors, Inc. |
1
OCTOBER 31, 2004
BlackRock Dividend Achievers Trust (BDV)
Trust Information
Symbol on New York Stock Exchange: | BDV |
Initial Offering Date: | December 23, 2003 |
Closing Market Price as of 10/31/04: | $14.98 |
Net Asset Value as of 10/31/04: | $14.67 |
Current Quarterly Distribution per Share:1 | $0.225 |
Current Annualized Distribution per Share:1 | $0.900 |
1 The distribution is not constant and is subject to change.
The table below summarizes the Trust’s market price and NAV:
Market Price | $14.98 | $12.73 | |
NAV | $14.67 | $14.06 | |
The following chart shows the portfolio composition of the Trust’s long-term investments:
Portfolio Breakdown2
Composition | October 31, 2004 | ||
Financial Institutions | 42 | % | |
Energy | 17 | ||
Consumer Products | 15 | ||
Telecommunications | 9 | ||
Real Estate | 5 | ||
Health Care | 5 | ||
Industrials | 4 | ||
Basic Materials | 1 | ||
Conglomerates | 1 | ||
Automotive | 1 | ||
2 A category may contain multiple industries as defined by the SEC’s Standard Industry Codes.
2
TRUST SUMMARIES
OCTOBER 31, 2004
BlackRock Strategic Dividend Achievers Trust (BDT)
Trust Information
Symbol on New York Stock Exchange: | BDT |
Initial Offering Date: | March 30, 2004 |
Closing Market Price as of 10/31/04: | $14.54 |
Net Asset Value as of 10/31/04: | $14.96 |
Current Quarterly Distribution per Share:1 | $0.225 |
Current Annualized Distribution per Share:1 | $0.900 |
1 The distribution is not constant and is subject to change.
The table below summarizes the Trust’s market price and NAV:
Market Price | |||
NAV | |||
The following chart shows the portfolio composition of the Trust’s long-term investments:
Portfolio Breakdown2
Composition | October 31, 2004 | ||
Financial Institutions | 47 | % | |
Energy | 16 | ||
Consumer Products | 12 | ||
Industrials | 9 | ||
Real Estate | 11 | ||
Basic Materials | 2 | ||
Automotive | 2 | ||
Health Care | 1 | ||
2 A category may contain multiple industries as defined by the SEC’s Standard Industry Codes.
3
OCTOBER 31, 2004
S&P Quality Rankings Global Equity Managed Trust (BQY)
Trust Information
Symbol on American Stock Exchange: | BQY |
Initial Offering Date: | May 28, 2004 |
Closing Market Price as of 10/31/04: | $13.80 |
Net Asset Value as of 10/31/04: | $15.29 |
Current Quarterly Distribution per Share:1 | $0.1875 |
Current Annualized Distribution per Share:1 | $0.7500 |
1 The distribution is not constant and is subject to change.
The table below summarizes the Trust’s market price and NAV:
Market Price | |||
NAV | |||
The following chart shows the portfolio composition of the Trust’s long-term investments:
Portfolio Breakdown2
Composition | October 31, 2004 | ||
Financial Institutions | 23 | % | |
Real Estate | 21 | ||
Energy | 20 | ||
Consumer Products | 8 | ||
Telecommunications | 7 | ||
Technology | 5 | ||
Health Care | 5 | ||
Industrials | 4 | ||
Conglomerates | 3 | ||
Basic Materials | 3 | ||
Aero & Defense | 1 | ||
2 A category may contain multiple industries as defined by the SEC’s Standard Industry Codes.
4
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
BlackRock Dividend Achievers Trust (BDV)
COMMON STOCKS—99.2% | ||||
Automotive—0.7% | ||||
142,900 | Genuine Parts Co. | $ | 5,700,281 | |
Basic Materials—1.7% | ||||
80,000 | PPG Industries, Inc. | 5,100,000 | ||
225,500 | RPM International, Inc. | 3,975,565 | ||
167,000 | Sonoco Products Co. | 4,450,550 | ||
13,526,115 | ||||
Conglomerates—0.8% | ||||
186,000 | General Electric Co. | 6,346,320 | ||
Consumer Products—14.7% | ||||
679,000 | Altria Group, Inc. | 32,904,340 | ||
950,000 | ConAgra Foods, Inc. | 25,080,000 | ||
493,900 | HJ Heinz Co. | 17,953,265 | ||
61,200 | Kimberly-Clark Corp. | 3,651,804 | ||
1,213,400 | Sara Lee Corp. | 28,247,952 | ||
48,300 | Stanley Works, The | 2,150,316 | ||
164,300 | Universal Corp. | 7,521,654 | ||
117,509,331 | ||||
Energy—17.3% | ||||
49,400 | Black Hills Corp. | 1,455,324 | ||
880,000 | ChevronTexaco Corp. | 46,692,800 | ||
614,100 | Consolidated Edison, Inc. | 26,682,645 | ||
267,700 | Exxon Mobil Corp. | 13,176,194 | ||
117,000 | National Fuel Gas Co. | 3,278,340 | ||
362,000 | Nicor, Inc. | 13,582,240 | ||
42,900 | Peoples Energy Corp. | 1,835,262 | ||
33,300 | Piedmont Natural Gas Co. | 1,516,149 | ||
199,700 | Pinnacle West Capital Corp. | 8,511,214 | ||
339,300 | Progress Energy, Inc. | 14,013,090 | ||
104,100 | Vectren Corp. | 2,693,067 | ||
67,600 | WGL Holdings, Inc. | 1,923,220 | ||
56,900 | WPS Resources Corp. | 2,702,750 | ||
138,062,295 | ||||
Financial Institutions—42.3% | ||||
780,600 | AmSouth Bancorp | 20,600,034 | ||
74,100 | Associated Banc Corp. | 2,570,529 | ||
935,200 | Bank of America Corp. | 41,887,608 | ||
634,100 | BB&T Corp. | 26,067,851 | ||
415,300 | Citigroup, Inc. | 18,426,861 | ||
64,400 | Citizens Banking Corp. | 2,109,100 | ||
442,400 | Comerica, Inc. | 27,212,024 | ||
52,600 | FirstMerit Corp. | 1,374,438 | ||
109,800 | Hibernia Corp. | 3,184,200 | ||
59,100 | Hudson United Bancorp | 2,352,180 | ||
1,066,200 | Keycorp | 35,813,658 | ||
352,200 | Lincoln National Corp. | 15,426,360 | ||
124,500 | Mercantile Bankshares Corp. | 6,068,130 | ||
958,800 | National City Corp. | 37,364,436 | ||
66,000 | People’s Bank | 2,474,340 | ||
587,175 | Regions Financial Corp. | 20,598,099 | ||
59,000 | Suntrust Bank Inc. | 4,152,420 | ||
93,100 | Valley National Bancorp | 2,640,316 | ||
93,900 | Washington Federal, Inc. | 2,396,328 | ||
908,000 | Washington Mutual, Inc. | 35,148,680 | ||
469,700 | Wells Fargo & Co. | 28,050,484 | ||
62,300 | Wilmington Trust Corp. | 2,153,088 | ||
338,071,164 | ||||
Health Care—4.6% | ||||
49,100 | Abbott Laboratories | 2,093,133 | ||
170,200 | Eli Lilly & Co. | 9,345,682 | ||
818,100 | Merck & Co., Inc. | 25,614,711 | ||
37,053,526 | ||||
See Notes to Financial Statements. |
5
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
BlackRock Dividend Achievers Trust (BDV) (continued)
Description | ||||
Industrials—3.8% | ||||
27,900 | Emerson Electric Co. | $ | 1,786,995 | |
512,000 | Pitney Bowes, Inc. | 22,400,000 | ||
134,400 | RR Donnelley & Sons Co. | 4,226,880 | ||
207,200 | ServiceMaster Co. | 2,660,448 | ||
31,074,323 | ||||
Real Estate—4.7% | ||||
49,400 | Camden Property Trust (REIT) | 2,242,760 | ||
274,000 | General Growth Properties, Inc. (REIT) | 9,039,260 | ||
184,400 | Health Care Property Investors, Inc. (REIT) | 5,131,852 | ||
134,000 | Kimco Realty Corp. (REIT) | 7,309,700 | ||
76,200 | Rouse Co., The (REIT) | 5,082,540 | ||
243,200 | United Dominion Realty Trust, Inc. (REIT) | 5,126,656 | ||
93,450 | Weingarten Realty Investors (REIT) | 3,379,152 | ||
37,311,920 | ||||
Telecommunications—8.6% | ||||
539,000 | Alltel Corp. | 29,607,270 | ||
1,538,000 | SBC Communications, Inc. | 38,849,880 | ||
68,457,150 | ||||
Total Common Stocks (cost $757,747,415) | 793,112,425 | |||
WARRANTS—0.0% | ||||
27,400 1 | General Growth Properties, Inc., expires 11/9/04, strike price $323, 1 for 1 (cost $0) | 30,018 | ||
MONEY MARKET FUND—0.5% | ||||
4,600,347 | Fidelity Institutional Money Market Prime Portfolio (cost $4,600,347) | 4,600,347 | ||
Total Investments—99.7% (cost $762,347,762) | $ | 797,742,790 | ||
Assets in excess of liabilities—0.3% | 2,277,222 | |||
Net Assets—100.0% | $ | 800,020,012 | ||
1 Non-income producing security.
A category may contain multiple industries as defined by the SEC’s Standard Industry Codes.
KEY TO ABBREVIATIONS |
REIT — Real Estate Investment Trust |
See Notes to Financial Statements.
6
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
BlackRock Strategic Dividend Achievers Trust (BDT)
COMMON STOCKS—99.7% | ||||
Automotive—2.1% | ||||
213,900 | Genuine Parts Co. | $ | 8,532,471 | |
Basic Materials—2.4% | ||||
36,273 | Quaker Chemical Corp. | 819,044 | ||
256,700 | RPM International, Inc. | 4,525,621 | ||
155,300 | Sonoco Products Co. | 4,138,745 | ||
9,483,410 | ||||
Consumer Products—12.2% | ||||
118,900 | Avery Dennison Corp. | 7,233,876 | ||
225,300 | McCormick & Co., Inc. | 7,982,379 | ||
169,287 | Meridian Bioscience, Inc. | 2,268,446 | ||
199,700 | Sherwin-Williams Co., The | 8,531,184 | ||
86,000 | Stanley Works, The | 3,828,720 | ||
252,000 | Supervalu, Inc. | 7,431,480 | ||
72,200 | Universal Corp. | 3,305,316 | ||
159,900 | VF Corp. | 8,607,417 | ||
49,188,818 | ||||
Energy—16.3% | ||||
79,500 | American States Water Co. | 1,955,700 | ||
174,200 | Atmos Energy | 4,496,102 | ||
59,600 | Black Hills Corp. | 1,755,816 | ||
66,000 | California Water Service Group | 1,946,340 | ||
98,800 | Cleco Corp. | 1,800,136 | ||
158,600 | MDU Resources Group, Inc. | 4,068,090 | ||
62,200 | MGE Energy, Inc. | 1,971,118 | ||
179,400 | National Fuel Gas Co. | 5,026,788 | ||
132,100 | Nicor, Inc. | 4,956,392 | ||
71,500 | Otter Tail Corp. | 1,849,705 | ||
109,500 | Peoples Energy Corp. | 4,684,410 | ||
111,100 | Piedmont Natural Gas Co. | 5,058,383 | ||
191,700 | Pinnacle West Capital Corp. | 8,170,254 | ||
113,500 | UGI Corp. | 4,384,505 | ||
182,200 | Vectren Corp. | 4,713,514 | ||
149,000 | WGL Holdings, Inc. | 4,239,050 | ||
92,600 | WPS Resources Corp. | 4,398,500 | ||
65,474,803 | ||||
Financial Institutions—46.5% | ||||
115,900 | Arthur J. Gallagher & Co. | 3,256,790 | ||
125,550 | Associated Banc Corp. | 4,355,330 | ||
180,473 | Bancorpsouth, Inc. | 4,293,453 | ||
86,000 | Bank of Hawaii Corp. | 4,106,500 | ||
53,028 | Chemical Financial Corp. | 1,979,535 | ||
181,755 | Cincinnati Financial Corp. | 7,588,271 | ||
114,100 | Citizens Banking Corp. | 3,736,775 | ||
92,100 | Community Bank System, Inc. | 2,542,881 | ||
63,821 | Community First Bankshares, Inc. | 2,056,313 | ||
29,400 | Community Trust Bancorp, Inc. | 970,200 | ||
181,100 | Compass Bancshares, Inc. | 8,651,147 | ||
90,400 | Corus Bankshares, Inc. | 4,159,304 | ||
190,600 | Fidelity National Financial, Inc. | 7,193,244 | ||
84,400 | First Charter Corp. | 2,154,732 | ||
124,400 | First Commonwealth Financial Corp. | 1,806,288 | ||
79,859 | First Federal Capital Corp. | 2,659,305 | ||
32,173 | First Financial Corp. | 1,016,345 | ||
61,000 | First Financial Holdings, Inc. | 1,852,570 | ||
46,200 | First Indiana Corp. | 1,023,792 | ||
37,800 | First Merchants Corp. | 940,464 | ||
174,400 | FirstMerit Corp. | 4,557,072 | ||
94,300 | FNB Corp. | 1,935,979 | ||
70,625 | Glacier Bancorp, Inc. | 2,235,281 | ||
100,900 | Harleysville Group, Inc. | 2,101,747 | ||
76,650 | Harleysville National Corp. | 1,959,941 | ||
305,700 | Hibernia Corp. | 8,865,300 | ||
97,000 | Hudson United Bancorp | 3,860,600 | ||
131,600 | Jefferson-Pilot Corp. | 6,354,964 | ||
86,400 | Mercantile Bankshares Corp. | 4,211,136 |
See Notes to Financial Statements.
7
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
BlackRock Strategic Dividend Achievers Trust (BDT) (continued)
Description | ||||
Financial Institutions—(continued) | ||||
73,600 | Mercury General Corp. | $ | 3,785,248 | |
79,875 | National Penn Bancshares, Inc. | 2,113,493 | ||
162,900 | Old National Bancorp. | 4,035,033 | ||
302,900 | Old Republic International Corp. | 7,072,715 | ||
16,100 | Park National Corp. | 2,091,390 | ||
128,700 | People’s Bank | 4,824,963 | ||
323,000 | Popular, Inc. | 8,307,560 | ||
135,400 | Republic Bancorp, Inc. | 2,262,534 | ||
59,800 | S&T Bancorp, Inc. | 2,155,192 | ||
36,416 | Sterling Financial Corp. | 965,024 | ||
129,336 | Suntrust Bank, Inc. | 9,102,668 | ||
78,900 | Susquehanna Bancshares, Inc. | 1,962,243 | ||
93,000 | SWS Group, Inc. | 1,785,600 | ||
311,700 | Synovus Financial Corp. | 8,475,123 | ||
150,000 | TCF Financial Corp. | 4,728,000 | ||
117,400 | United Bankshares, Inc. | 4,305,058 | ||
135,135 | Valley National Bancorp | 3,832,429 | ||
147,100 | Washington Federal, Inc. | 3,753,992 | ||
68,400 | WesBanco, Inc. | 2,073,888 | ||
84,000 | Whitney Holding Corp. | 3,663,240 | ||
98,600 | Wilmington Trust Corp. | 3,407,616 | ||
187,128,268 | ||||
Industrials—9.4% | ||||
46,300 | Bandag, Inc. | 2,129,800 | ||
96,000 | Federal Signal Corp. | 1,595,520 | ||
295,600 | Leggett & Platt, Inc. | 8,315,228 | ||
54,900 | McGrath Rentcorp | 2,137,257 | ||
256,600 | RR Donnelley & Sons Co. | 8,070,070 | ||
607,500 | ServiceMaster Co. | 7,800,300 | ||
157,800 | Vulcan Materials Co. | 7,855,284 | ||
37,903,459 | ||||
Health Care—0.4% | ||||
48,600 | Mine Safety Appliances Co. | 1,833,192 | ||
Real Estate—10.4% | ||||
61,800 | Camden Property Trust (REIT) | 2,805,720 | ||
168,900 | Commercial Net Lease Realty (REIT) | 3,247,947 | ||
80,500 | Eastgroup Properties (REIT) | 2,852,115 | ||
76,700 | Federal Realty Investment Trust (REIT) | 3,639,415 | ||
67,800 | General Growth Properties, Inc. (REIT) | 2,236,722 | ||
97,300 | Health Care Property Investors, Inc. (REIT) | 2,707,859 | ||
63,600 | Healthcare Realty Trust (REIT) | 2,566,260 | ||
65,600 | Kimco Realty Corp. (REIT) | 3,578,480 | ||
61,400 | Tanger Factory Outlet Centers (REIT) | 2,901,150 | ||
43,100 | The Rouse Co. (REIT) | 2,874,770 | ||
143,900 | United Dominion Realty Trust, Inc. (REIT) | 3,033,411 | ||
105,100 | Universal Health Realty (REIT) | 3,302,241 | ||
81,400 | Washington Real Estate Investment Trust (REIT) | 2,560,030 | ||
96,650 | Weingarten Realty Investors (REIT) | 3,494,863 | ||
41,800,983 | ||||
Total Common Stocks (cost $376,133,420) | 401,345,404 | |||
WARRANTS—0.0% | ||||
6,7801 | General Growth Properties, Inc. Expires 11/9/04, Strike price $323, 1 for 1 (cost $0) | 7,428 | ||
MONEY MARKET FUND—0.3% | ||||
1,118,733 | Fidelity Institutional Money Market Prime Portfolio (cost $1,118,733) | 1,118,733 | ||
Total Investments—100.0% (cost $377,252,153) | $ | 402,471,565 | ||
Assets in excess of liabilities—0.0% | 98,484 | |||
Net Assets—100.0% | $ | 402,570,049 | ||
1 Non-income producing security.
A category may contain multiple industries as defined by the SEC’s Standard Industry Codes.
KEY TO ABBREVIATIONS |
REIT — Real Estate Investment Trust |
See Notes to Financial Statements.
8
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
S&P Quality Rankings Global Equity Managed Trust (BQY)
COMMON STOCKS—98.6% | ||||
Australia—7.2% | ||||
551,600 | Gunns Ltd. | $ | 1,701,630 | |
79,000 | National Australia Bank Ltd. | 1,668,183 | ||
126,100 | Santos Ltd. | 781,779 | ||
87,600 | TABCORP Holdings Ltd. | 981,491 | ||
59,000 | Wesfarmers Ltd. | 1,531,432 | ||
Total Australia | 6,664,515 | |||
Austria—0.8% | ||||
7,500 | Boehler-Uddeholm AG | 715,531 | ||
Canada—3.3% | ||||
18,400 | Royal Bank of Canada | 956,393 | ||
52,400 | Toronto-Dominion Bank | 2,104,162 | ||
Total Canada | 3,060,555 | |||
Denmark—1.4% | ||||
46,300 | Danske Bank A/S | 1,290,008 | ||
France—2.5% | ||||
19,200 | AXA | 412,023 | ||
19,400 | M6-Metropole Television | 503,922 | ||
5,300 | Societe Generale | 490,135 | ||
4,300 | Total SA | 891,583 | ||
Total France | 2,297,663 | |||
Germany—0.7% | ||||
10,500 | BASF AG | 655,140 | ||
Hong Kong—1.3% | ||||
22,600 | Hang Seng Bank Ltd. | 300,524 | ||
204,500 | Hong Kong Electric Holding | 914,331 | ||
Total Hong Kong | 1,214,855 | |||
Italy—0.6% | ||||
65,400 | Enel SpA | 589,834 | ||
Japan—0.7% | ||||
17,300 | Toyota Motor Corp. | 672,841 | ||
Netherlands—2.9% | ||||
20,800 | ABN Amro Holding NV | 496,101 | ||
104,100 | Koninklijke (Royal) KPN NV | 830,279 | ||
24,800 | Royal Dutch Petroleum Co. | 1,343,584 | ||
Total Netherlands | 2,669,964 | |||
Norway—0.4% | ||||
16,200 | Ekornes ASA | 368,133 | ||
Singapore—1.1% | ||||
359,000 | Singapore Press Holdings Ltd. | 1,013,241 | ||
Sweden—1.7% | ||||
81,300 | Ratos AB | 1,560,132 | ||
United Kingdom—10.1% | ||||
55,300 | Alliance & Leicester PLC | 870,395 | ||
197,951 | Barclays PLC | 1,929,602 | ||
79,200 | D.F.S. Furniture Co. PLC | 668,997 | ||
232,500 | Electrocomponents PLC | 1,238,628 | ||
33,500 | Gallaher Group PLC | 422,003 | ||
41,700 | GlaxoSmithKline PLC | 876,391 | ||
46,100 | Jardine Lloyd Thompson Group | 387,714 | ||
193,5001 | Rentokil Initial PLC | 549,555 | ||
69,183 | Scottish & Southern Energy | 1,057,850 | ||
124,500 | United Utilities PLC | 1,309,422 | ||
Total United Kingdom | 9,310,557 | |||
See Notes to Financial Statements.
9
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
S&P Quality Rankings Global Equity Managed Trust (BQY) (continued)
United States—63.9% | ||||
Aero & Defense—0.7% | ||||
6,900 | United Technologies Corp. | $ | 640,458 | |
Consumer Products—4.4% | ||||
43,100 | Altria Group, Inc. | 2,088,626 | ||
8,100 | The Coca-Cola Co. | 329,346 | ||
23,800 | ConAgra Foods, Inc. | 628,320 | ||
21,900 | UST, Inc. | 901,404 | ||
3,947,696 | ||||
Conglomerates—2.4% | ||||
66,000 | General Electric Co. | 2,251,920 | ||
Energy—11.1% | ||||
44,100 | Ameren Corp. | 2,116,800 | ||
12,800 | ChevronTexaco Corp. | 679,168 | ||
91,100 | Duke Energy Corp. | 2,234,683 | ||
16,200 | Exxon Mobil Corp. | 797,364 | ||
17,400 | Nicor, Inc. | 652,848 | ||
41,400 | OGE Energy Corp. | 1,050,318 | ||
10,700 | Progress Energy, Inc. | 441,910 | ||
8,600 | Public Service Enterprise Group, Inc. | 366,274 | ||
138,100 | TECO Energy, Inc. | 1,933,400 | ||
10,272,765 | ||||
Financial Institutions—9.0% | ||||
55,700 | Allied Capital Corp. | 1,481,063 | ||
49,600 | Bank of America Corp. | 2,221,584 | ||
44,400 | Citigroup, Inc. | 1,970,028 | ||
5,900 | Comerica, Inc. | 362,909 | ||
17,300 | Keycorp | 581,107 | ||
13,800 | Wachovia Corp. | 679,098 | ||
17,600 | Washington Federal, Inc. | 449,152 | ||
14,100 | Washington Mutual, Inc. | 545,811 | ||
8,290,752 | ||||
Health Care—4.1% | ||||
102,100 | Bristol-Myers Squibb Co. | 2,392,203 | ||
5,900 | Johnson & Johnson | 344,442 | ||
15,800 | Merck & Co., Inc. | 494,698 | ||
17,000 | Pfizer, Inc. | 492,150 | ||
3,723,493 | ||||
Industrials—2.0% | ||||
22,600 | Emerson Electric Co. | 1,447,530 | ||
14,000 | GATX Corp. | 381,920 | ||
1,829,450 | ||||
Real Estate—20.7% | ||||
68,300 | AMLI Residential Properties Trust (REIT) | 2,149,401 | ||
16,500 | Agree Realty Corp. (REIT) | 474,210 | ||
11,200 | Colonial Properties Trust (REIT) | 436,576 | ||
13,300 | Duke Realty Corp. (REIT) | 453,530 | ||
14,400 | Equity Residential (REIT) | 480,240 | ||
60,200 | First Industrial Realty Trust, Inc. (REIT) | 2,323,720 | ||
36,900 | Healthcare Realty Trust, Inc. (REIT) | 1,488,915 | ||
41,100 | Health Care REIT, Inc. (REIT) | 1,479,600 | ||
16,900 | Kimco Realty Corp. (REIT) | 921,895 | ||
10,800 | Liberty Property Trust (REIT) | 437,940 | ||
114,100 | Nationwide Health Properties, Inc. (REIT) | 2,575,237 | ||
17,800 | New Plan Excel Realty Trust (REIT) | 465,648 | ||
83,200 | Reckson Associates Realty Corp. (REIT) | 2,525,120 | ||
83,100 | Thornburg Mortgage, Inc. (REIT) | 2,374,167 | ||
7,900 | Vornado Realty Trust (REIT) | 530,880 | ||
19,117,079 | ||||
See Notes to Financial Statements.
10
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
S&P Quality Rankings Global Equity Managed Trust (BQY) (continued)
Technology—5.0% | ||||
20,4001 | Cisco Systems, Inc. | $ | 391,884 | |
19,300 | Hewlett-Packard Co. | 360,138 | ||
41,400 | Intel Corp. | 921,564 | ||
4,600 | International Business Machines Corp. | 412,850 | ||
10,600 | Linear Technology Corp. | 401,528 | ||
62,200 | Microsoft Corp. | 1,740,978 | ||
9,300 | Pitney Bowes, Inc. | 406,875 | ||
4,635,817 | ||||
Telecommunications—4.5% | ||||
62,600 | BellSouth Corp. | 1,669,542 | ||
88,800 | SBC Communications, Inc. | 2,243,088 | ||
13,500 | Sprint Corp. | 282,824 | ||
4,195,454 | ||||
Total United States | 58,904,884 | |||
Total Common Stocks (cost $84,784,465) | 90,987,853 | |||
MONEY MARKET FUND—1.3% | ||||
1,205,674 | Fidelity Institutional Money Market Prime Portfolio (cost $1,205,674) | 1,205,674 | ||
Total Investments—99.9% (cost $85,990,139) | $ | 92,193,527 | ||
Assets in excess of liabilities—0.1% | 49,781 | |||
Net Assets—100.0% | $ | 92,243,308 | ||
1 Non-income producing security.
A category may contain multiple industries as defined by the SEC’s Standard Industry Codes.
KEY TO ABBREVIATIONS |
REIT — Real Estate Investment Trust |
See Notes to Financial Statements.
11
STATEMENTS OF ASSETS AND LIABILITIES
October 31, 2004
Assets | ||||||||||
Investments at value1 | $ | 797,742,790 | $ | 402,471,565 | $ | 92,193,527 | ||||
Dividend and interest receivable | 2,879,042 | 503,895 | 200,497 | |||||||
Other assets | 78,436 | 27,313 | 19,778 | |||||||
800,700,268 | 403,002,773 | 92,413,802 | ||||||||
Liabilities | ||||||||||
Investment advisory fee payable | 237,138 | 154,401 | 57,406 | |||||||
Deferred Trustees’ fees | 23,194 | 8,597 | 500 | |||||||
Licensing fee payable | 264,066 | 129,800 | 44,333 | |||||||
Other accrued expenses | 155,858 | 139,926 | 68,255 | |||||||
680,256 | 432,724 | 170,494 | ||||||||
Net Assets | $ | 800,020,012 | $ | 402,570,049 | $ | 92,243,308 | ||||
Composition of Net Assets: | ||||||||||
Par value | $ | 54,518 | $ | 26,908 | $ | 6,033 | ||||
Paid-in capital in excess of par | 764,378,081 | 377,071,066 | 86,117,444 | |||||||
Undistributed net investment income | 192,385 | 274,195 | 119,677 | |||||||
Accumulated net realized loss | — | (21,532 | ) | (215,931 | ) | |||||
Net unrealized appreciation | 35,395,028 | 25,219,412 | 6,203,812 | |||||||
Net assets October 31, 2004 | $ | 800,020,012 | $ | 402,570,049 | $ | 92,243,308 | ||||
Net asset value per share2 | 14.67 | 14.96 | 15.29 | |||||||
1Investments at cost | $ | 762,347,762 | $ | 377,252,153 | $ | 85,990,139 | ||||
2Shares outstanding | 54,518,315 | 26,908,028 | 6,033,028 |
See Notes to Financial Statements.
12
For the period1 ended October 31, 2004
Investment Income | ||||||||||||
Dividend income | $ | 25,313,024 | $ | 6,967,076 | $ | 1,665,180 | ||||||
Interest income | 265,718 | 90,887 | 18,501 | |||||||||
Total investment income | 25,578,742 | 7,057,963 | 1,683,681 | |||||||||
Expenses | ||||||||||||
Investment advisory | 4,337,020 | 1,669,015 | 280,199 | |||||||||
Transfer agent | 28,270 | 11,802 | 8,578 | |||||||||
Custodian | 99,888 | 54,698 | 22,329 | |||||||||
Reports to shareholders | 124,397 | 59,016 | 23,592 | |||||||||
Trustees | 67,347 | 39,371 | 6,434 | |||||||||
Registration | 34,317 | 18,591 | 857 | |||||||||
Independent accountants | 29,060 | 32,000 | 29,656 | |||||||||
Legal | 60,056 | 30,097 | 6,434 | |||||||||
Insurance | 53,440 | 19,221 | 2,745 | |||||||||
Organization | 15,000 | 15,000 | 15,000 | |||||||||
License fee | 667,234 | 222,535 | 56,040 | |||||||||
Miscellaneous | 43,006 | 25,773 | 8,863 | |||||||||
Total expenses | 5,559,035 | 2,197,119 | 460,727 | |||||||||
Net investment income | 20,019,707 | 4,860,844 | 1,222,954 | |||||||||
Realized and Unrealized Gain (Loss) | ||||||||||||
Net realized gain (loss) on: | ||||||||||||
Investments | 1,055,764 | (67,095 | ) | (270,707 | ) | |||||||
Foreign currency | — | — | (38,934 | ) | ||||||||
1,055,764 | (67,095 | ) | (309,641 | ) | ||||||||
Net change in unrealized appreciation on: | ||||||||||||
Investments | 35,395,028 | 25,219,412 | 6,203,388 | |||||||||
Foreign currency | — | — | 424 | |||||||||
35,395,028 | 25,219,412 | 6,203,812 | ||||||||||
Net gain | 36,450,792 | 25,152,317 | 5,894,171 | |||||||||
Net Increase in Net Assets Resulting | ||||||||||||
from Operations | $ | 56,470,499 | $ | 30,013,161 | $ | 7,117,125 | ||||||
1 | Commencement of investment operations for Dividend Achievers, Strategic Dividend Achievers and S&P Quality Rankings was December 23, 2003, March 30, 2004, and May 28, 2004, respectively. |
See Notes to Financial Statements.
13
For the period1 ended October 31, 2004
Increase in Net Assets | ||||||||||||
Operations: | ||||||||||||
Net investment income | $ | 20,019,707 | $ | 4,860,844 | $ | 1,222,954 | ||||||
Net realized gain (loss) | 1,055,764 | (67,095 | ) | (309,641 | ) | |||||||
Net change in unrealized appreciation | 35,395,028 | 25,219,412 | 6,203,812 | |||||||||
Net increase in net assets resulting from operations | 56,470,499 | 30,013,161 | 7,117,125 | |||||||||
Distributions to Shareholders: | ||||||||||||
Ordinary income | (20,827,751 | ) | (4,556,086 | ) | (1,043,323 | ) | ||||||
Long-term gains | (70,335 | ) | — | — | ||||||||
Tax return of capital | (15,682,716 | ) | (7,552,527 | ) | (87,870 | ) | ||||||
Total distributions | (36,580,802 | ) | (12,108,613 | ) | (1,131,193 | ) | ||||||
Capital Share Transactions: | ||||||||||||
Net proceeds from the issuance of shares | 686,795,053 | 364,610,501 | 83,750,501 | |||||||||
Net proceeds from the underwriters’ over-allotment | ||||||||||||
option exercised | 85,950,000 | 20,055,000 | 2,506,875 | |||||||||
Reinvestment of distributions | 7,385,262 | — | — | |||||||||
Net proceeds from capital share transactions | 780,130,315 | 384,665,501 | 86,257,376 | |||||||||
Total increase | 800,020,012 | 402,570,049 | 92,243,308 | |||||||||
Net Assets: | ||||||||||||
Beginning of period | — | — | — | |||||||||
End of period | $ | 800,020,012 | $ | 402,570,049 | $ | 92,243,308 | ||||||
End of period undistributed net investment income | $ | 192,385 | $ | 274,195 | $ | 100,921 |
1 | Commencement of investment operations for Dividend Achievers, Strategic Dividend Achievers and S&P Quality Rankings was December 23, 2003, March 30, 2004, and May 28, 2004, respectively. This information includes the initial investments by BlackRock Funding, Inc. |
See Notes to Financial Statements.
14
BlackRock Dividend Achievers Trust (BDV)
For the period December 23, 20031 through October 31, 2004
PER SHARE OPERATING PERFORMANCE: | ||||
Net asset value, beginning of period2 | $ | 14.33 | ||
Investment operations: | ||||
Net investment income | 0.37 | |||
Net realized and unrealized gain | 0.66 | |||
Net increase from investment operations | 1.03 | |||
Distributions: | ||||
Ordinary income | (0.38 | ) | ||
Tax return of capital | (0.29 | ) | ||
Total distributions | (0.67 | ) | ||
Capital charges with respect to issuance of shares | (0.02 | ) | ||
Net asset value, end of period | $ | 14.67 | ||
Market price, end of period | $ | 14.98 | ||
TOTAL INVESTMENT RETURN3 | 4.62 | % | ||
RATIOS TO AVERAGE NET ASSETS:4 | ||||
Total expenses | 0.83 | % | ||
Net investment income | 3.00 | % | ||
SUPPLEMENTAL DATA: | ||||
Average net assets (000) | $ | 777,731 | ||
Portfolio turnover | 6 | % | ||
Net assets, end of period (000) | $ | 800,020 |
1 | Commencement of investment operations was December 23, 2003. This information includes the initial investment by BlackRock Funding, Inc. |
2 | Net asset value, beginning of period, reflects a deduction of $0.675 per share sales charge from the initial offering price of $15.00 per share. |
3 | Total investment return is calculated assuming a purchase of a share at the current market price on the first day and a sale at the current market price on the last day of the period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Trust’s dividend reinvestment plan. Total investment returns do not reflect brokerage commissions. Total investment returns for less than a full year are not annualized. Past performance is not a guarantee of future results. |
4 | Annualized. |
The information in the above Financial Highlights represents the audited operating performance for a share outstanding, total investment return, ratios to average net assets and other supplemental data for the period indicated. This information has been determined based upon financial information provided in the financial statements and market price data for the Trust’s shares.
See Notes to Financial Statements.
15
BlackRock Strategic Dividend Achievers Trust (BDT)
For the period March 30, 20041 through October 31, 2004
PER SHARE OPERATING PERFORMANCE: | |||
Net asset value, beginning of period2 | $ | 14.33 | |
Investment operations: | |||
Net investment income | 0.18 | ||
Net realized and unrealized gain | 0.92 | ||
Net increase from investment operations | 1.10 | ||
Distributions: | |||
Ordinary income | (0.17 | ) | |
Tax return of capital | (0.28 | ) | |
Total distributions | (0.45 | ) | |
Capital charges with respect to issuance of shares | (0.02 | ) | |
Net asset value, end of period | $ | 14.96 | |
Market price, end of period | $ | 14.54 | |
TOTAL INVESTMENT RETURN3 | 0.01 | % | |
RATIOS TO AVERAGE NET ASSETS:4 | |||
Total expenses | 0.99 | % | |
Net investment income | 2.18 | % | |
SUPPLEMENTAL DATA: | |||
Average net assets (000) | $ | 377,074 | |
Portfolio turnover | 1 | % | |
Net assets, end of period (000) | $ | 402,570 |
1 | Commencement of investment operations was March 30, 2004. This information includes the initial investment by BlackRock Funding, Inc. |
2 | Net asset value, beginning of period, reflects a deduction of $0.675 per share sales charge from the initial offering price of $15.00 per share. |
3 | Total investment return is calculated assuming a purchase of a share at the current market price on the first day and a sale at the current market price on the last day of the period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Trust’s dividend reinvestment plan. Total investment returns do not reflect brokerage commissions. Total investment returns for less than a full year are not annualized. Past performance is not a guarantee of future results. |
4 | Annualized. |
The information in the above Financial Highlights represents the audited operating performance for a share outstanding, total investment return, ratios to average net assets and other supplemental data for the period indicated. This information has been determined based upon financial information provided in the financial statements and market price data for the Trust’s shares.
See Notes to Financial Statements.
16
S&P Quality Rankings Global Equity Managed Trust (BQY)
For the period May 28, 20041 through October 31, 2004
PER SHARE OPERATING PERFORMANCE: | |||
Net asset value, beginning of period2 | $ | 14.33 | |
Investment operations: | |||
Net investment income | 0.21 | ||
Net realized and unrealized gain | 0.96 | ||
Net increase from investment operations | 1.17 | ||
Distributions: | |||
Ordinary income | (0.17 | ) | |
Tax return of capital | (0.02 | ) | |
Total distributions | (0.19 | ) | |
Capital charges with respect to issuance of shares | (0.02 | ) | |
Net asset value, end of period | $ | 15.29 | |
Market price, end of period | $ | 13.80 | |
TOTAL INVESTMENT RETURN3 | (6.80 | )% | |
RATIOS TO AVERAGE NET ASSETS:4 | |||
Total expenses | 1.23 | % | |
Net investment income | 3.27 | % | |
SUPPLEMENTAL DATA: | |||
Average net assets (000) | $ | 87,094 | |
Portfolio turnover | 4 | % | |
Net assets, end of period (000) | $ | 92,243 |
1 | Commencement of investment operations was May 28, 2004. This information includes the initial investment by BlackRock Funding, Inc. |
2 | Net asset value, beginning of period, reflects a deduction of $0.675 per share sales charge from the initial offering price of $15.00 per share. |
3 | Total investment return is calculated assuming a purchase of a share at the current market price on the first day and a sale at the current market price on the last day of the period reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Trust’s dividend reinvestment plan. Total investment returns do not reflect brokerage commissions. Total investment returns for less than a full year are not annualized. Past performance is not a guarantee of future results. |
4 | Annualized. |
The information in the above Financial Highlights represents the audited operating performance for a share outstanding, total investment return, ratios to average net assets and other supplemental data for the period indicated. This information has been determined based upon financial information provided in the financial statements and market price data for the Trust’s shares.
See Notes to Financial Statements.
17
NOTES TO FINANCIAL STATEMENTS
Note 1. Organization & Accounting Policies
BlackRock Dividend AchieversTM Trust (“Dividend Achievers”), BlackRock Strategic Dividend AchieversTM Trust (“Strategic Dividend Achievers”) and S&P Quality Rankings Global Equity Managed Trust (“S&P Quality Rankings”) (collectively, the “Trusts”) are organized as Delaware statutory trusts and registered as diversified, closed-end management investment companies under the Investment Company Act of 1940, as amended. Dividend Achievers was organized on September 29, 2003, and had no transactions until December 15, 2003, when the Trust sold 8,028 common shares for $115,001 to BlackRock Funding, Inc. Investment operations for Dividend Achievers commenced on December 23, 2003. Strategic Dividend Achievers was organized on January 22, 2004, and had no transactions until March 10, 2004, when the Trust sold 8,028 common shares for $115,001 to BlackRock Funding, Inc. Investment operations for Strategic Dividend Achievers commenced on March 30, 2004. S&P Quality Rankings was organized on February 18, 2004, and had no transactions until May 11, 2004, when the Trust sold 8,028 common shares for $115,001 to BlackRock Funding, Inc. Investment operations for S&P Quality Rankings commenced on May 28, 2004.
Investment Valuation: Each Trust values its investments primarily by using market quotations. Short-term debt investments having a remaining maturity of 60 days or less when purchased and debt investments originally purchased with maturities in excess of 60 days but which currently have maturities of 60 days or less may be valued at cost adjusted for amortization of premiums and accretion of discounts. Any investments or other assets for which current market quotations are not readily available are valued at their fair value (“Fair Value Assets”) as determined in good faith under procedures established by and under the general supervision and responsibility of each Trust’s Board of Trustees (the “Board”). The investment advisor and/or sub-advisor will submit its recommendations regarding the valuation and/or valuation methodologies for Fair Value Assets to a valuation committee. The valuation committee may accept, modify or reject any recommendations. The pricing of all Fair Value Assets shall be subsequently reported to and ratified by the Board of Trustees.
When determining the price for a Fair Value Asset, the investment advisor and/or sub-advisor shall seek to determine the price that the Trust might reasonably expect to receive from the current sale of that asset in an arms-length transaction. Fair value determinations shall be based upon all available factors that BlackRock Advisors deems relevant.
Investment Transactions and Investment Income: Investment transactions are recorded on trade date. Realized and unrealized gains and losses are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities where the ex-dividend date may have passed. These dividends are recorded as soon as the Trust is informed of the ex-dividend date. Dividend income on foreign securities is recorded net of any withholding tax.
Federal Income Taxes: It is each Trust’s intention to elect to be treated as a regulated investment company under the Internal Revenue Code and to distribute sufficient amounts of its taxable income to shareholders. Therefore, no Federal income tax provisions are required.
Dividends and Distributions: The Trusts declare and pay dividends and distributions to common shareholders quarterly from net investment income, net realized short-term capital gains and other sources, if necessary. Net long-term capital gains, if any, in excess of loss carryforwards may be distributed annually. If the total dividends and distributions made in any tax year exceeds net investment income and accumulated realized capital gains, a portion of the total distribution may be treated as a tax-free return of capital. Dividends and distributions are recorded on the ex-dividend date. Income distributions and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America.
Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Deferred Compensation and BlackRock Closed-End Share Equivalent Investment Plan: Under the deferred compensation plan approved by the Board, non-interested Trustees are required to defer a portion of their annual complex-wide compensation pursuant to the plan. Deferred amounts earn an approximate return as though equivalent dollar amounts had been invested in common shares of other BlackRock closed-end trusts selected by the Trustees. This has the same economic effect for the Trustees as if the Trustees had invested the deferred amounts in such Trusts.
The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of the Trust. Each Trust may, however, elect to invest in common shares of those Trusts selected by the Trustees in order to match its deferred compensation obligations.
Reclassification of Capital Accounts: In order to present undistributed (distribution in excess of) net investment income (“UNII”), accumulated net realized gain (“Accumulated Gain”) and paid-in capital (“PIC”) more closely to its tax character, the following accounts for each Trust were increased (decreased):
Trust | UNII | Accumulated Gain | PIC | |||||
Dividend Achievers | $16,753,480 | $(1,055,764 | ) | $(15,697,716 | ) | |||
Strategic Dividend Achievers | 7,521,964 | 45,563 | (7,567,527 | ) | ||||
S&P Quality Rankings | 27,916 | 93,710 | (121,626 | ) |
Note 2. Agreements
Each Trust has an Investment Management Agreement with BlackRock Advisors, Inc. (the “Advisor”), a wholly owned subsidiary of BlackRock, Inc. BlackRock Financial Management, Inc. a wholly owned subsidiary of BlackRock, Inc. serves as sub-advisor to each Trust. BlackRock, Inc. is an indirect majority owned subsidiary of The PNC Financial Services Group, Inc. The investment management agreement covers both investment advisory and administration services.
Each Trust’s investment advisory fee paid to the Advisor is computed weekly, accrued daily and payable monthly based on an annual rate, 0.65% for Dividend Achievers, 0.75% for Strategic Dividend Achievers and 0.75% for S&P Quality Rankings, of each Trust’s average weekly managed assets. Because the Trusts have no present intention of borrowing for investment purposes, the Trusts’ “managed assets” will generally be equal to the Trusts’ net assets.
18
Pursuant to the Investment Management Agreement, the Advisor provides continuous supervision of the investment portfolio and pays the compensation of officers of the Trust who are affiliated persons of the Advisor. The Advisor pays occupancy and certain clerical and accounting costs. Each Trust bears all other costs and expenses, which may include reimbursements to the Advisor for cost of employees that provide pricing, secondary market support and compliance support to the Trust.
Dividend Achievers Universe: Dividend Achievers and Strategic Dividend Achievers have been granted a revocable license by Mergent®, Inc. (“Mergent®”) to use the Dividend AchieverTM universe of common stocks. If Mergent® revokes each Trust’s license to use the Dividend AchieversTM universe, the Board of that Trust may need to adopt a new investment strategy and/or new investment policies. There is no assurance that a Trust would pursue or achieve its investment objective during the period in which it implements these replacement investment policies or strategies. ‘’Mergent®’’ and ‘’Dividend AchieversTM’’ are trademarks of Mergent® and have been licensed for use by Dividend Achievers and Strategic Dividend Achievers. The products are not sponsored, endorsed, sold or promoted by Mergent® and Mergent® makes no representation regarding the advisability of investing in either Trust.
S&P Quality Rankings: S&P Quality Rankings has been granted a license by Standard & Poor’s®, (“S&P®”) to use the S&P Quality Rankings and the S&P International Quality Rankings. If S&P® terminates the license to use either the S&P Quality Rankings or the S&P International Quality Rankings, the Board may need to adopt a new investment strategy and/or new investment polices. There is no assurance that the Trust would pursue or achieve its investment objective during the period in which it implements these replacement investment policies or strategies. “Standard & Poor’s®”, “S&P®”, “Standard & Poor’s Earnings and Dividend Rankings”, “S&P Earnings and Dividend Rankings”, “Standard & Poor’s Quality Rankings”, “Standard & Poor’s International Quality Rankings”, “S&P International Quality Rankings” and “S&P Quality Rankings” are trademarks of Standard & Poor’s® and have been licensed for use by the Trust. The Trust is not sponsored, managed, advised, sold or promoted by Standard & Poor’s®.
Note 3. Portfolio Securities
Purchases and sales of investment securities, other than short-term investments, for the period ended October 31, 2004 were as follows:
Trust | Purchases | Sales | ||||||
Dividend Achievers | $805,840,860 | $49,149,210 | ||||||
Strategic Dividend Achievers | 381,175,600 | 4,975,085 | ||||||
S&P Quality Rankings | 88,717,869 | 3,660,488 |
At October 31, 2004, the total cost of securities for Federal income tax purposes and the aggregate gross unrealized appreciation and depreciation for securities held by each Trust were as follows:
Trust | |||||||||||
Dividend Achievers | $762,132,183 | $58,477,176 | $22,866,569 | $35,610,607 | |||||||
Strategic Dividend Achievers | 376,969,361 | 30,624,076 | 5,121,872 | 25,502,204 | |||||||
S&P Quality Rankings | 85,869,962 | 7,947,385 | 1,623,396 | 6,323,989 |
For Federal income tax purposes, the following Trusts had capital loss carryforwards as of October 31, 2004. These amounts may be used to offset future realized capital gains, if any:
Trust | Expires | ||||
Strategic Dividend Achievers | $ | 21,532 | 2012 | ||
S&P Quality Rankings | 215,931 | 2012 |
Note 4. Distributions to Shareholders
The tax character of distributions paid during the period ended October 31, 2004 were as follows:
Distributions Paid From: | ||||||||||||
Dividend Achievers | $20,827,751 | $70,335 | $15,682,716 | $36,580,802 | ||||||||
Strategic Dividend Achievers | 4,556,086 | — | 7,552,527 | 12,108,613 | ||||||||
S&P Quality Rankings | 1,024,567 | — | 106,626 | 1,131,193 |
As of October 31, 2004, the components of distributable earnings on a tax basis were as follows:
Undistributed | Undistributed | Unrealized | ||||
Trust | Ordinary Income | Long-term Gains | Net Appreciation | |||
Dividend Achievers | $— | $— | $35,587,413 | |||
Strategic Dividend Achievers | — | — | 25,493,607 | |||
S&P Quality Rankings | — | — | 6,323,489 |
Note 5. Capital
There are an unlimited number of $0.001 par value common shares of beneficial interest authorized for each Trust. At October 31, 2004, the shares outstanding and the shares owned by affiliates of the Advisor of each Trust were as follows:
Common Shares | Common Shares | |||
Trust | Outstanding | Owned | ||
Dividend Achievers | 54,518,315 | 8,028 | ||
Strategic Dividend Achievers | 26,908,028 | 8,028 | ||
S&P Quality Rankings | 6,033,028 | 8,028 |
19
Transactions in common shares of beneficial interest for the period ended October 31, 2004, were as follows:
Net Increase | |||||||||
Initial Public | Underwriters’ Exercising | Reinvestment | in Shares | ||||||
Trust | Offering | the Over-allotment Option | of Distributions | Outstanding | |||||
Dividend Achievers | 48,008,028 | 6,000,000 | 510,287 | 54,518,315 | |||||
Strategic Dividend Achievers | 25,508,028 | 1,400,000 | — | 26,908,028 | |||||
S&P Quality Rankings | 5,858,028 | 175,000 | — | 6,033,028 |
Offering costs incurred in connection with the Trusts’ offering of common shares have been charged against the proceeds from the initial common share offering of the common shares for Dividend Achievers, Strategic Dividend Achievers, and S&P Quality Rankings in the amounts of $921,289, $657,500 and $135,625, respectively.
Note 6. Distributions
Subsequent to October 31, 2004, the Board declared distributions per common share for S&P Quality Rankings payable November 30, 2004, to shareholders of record on November 15, 2004, and for Dividend Achievers and Strategic Dividend Achievers payable December 31, 2004, to shareholders of record on December 15, 2004.
The per share distributions declared were as follows:
Distribution Per | |
Trust | Common Share |
Dividend Achievers | $0.2250 |
Strategic Dividend Achievers | 0.2250 |
S&P Quality Rankings | 0.1875 |
20
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Shareholders of:
BlackRock Dividend Achievers™ Trust
BlackRock Strategic Dividend Achievers™ Trust
S&P Quality Rankings Global Equity Managed Trust
(collectively the “Trusts”)
We have audited the accompanying statements of assets and liabilities of the Trusts, including the portfolios of investments, as of October 31, 2004, and the related statements of operations for the period then ended, and the statements of changes in net assets and the financial highlights for the period presented. These financial statements and financial highlights are the responsibility of the Trusts’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2004, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Trusts as of October 31, 2004, the results of their operations for the period then ended, and the changes in their net assets and their financial highlights for the period presented in conformity with accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
Boston, Massachusetts
December 23, 2004
21
TRUSTEES INFORMATION (Unaudited)
Independent Trustees | |||||||||||||
Name, address, age | Andrew F. Brimmer | Richard E. Cavanagh | Kent Dixon | Frank J. Fabozzi | |||||||||
P.O. Box 4546 | P.O. Box 4546 | P.O. Box 4546 | P.O. Box 4546 | ||||||||||
New York, NY 10163-4546 | New York, NY 10163-4546 | New York, NY 10163-4546 | New York, NY 10163-4546 | ||||||||||
: | Age: 77 | Age: 58 | Age: 67 | Age: 56 | |||||||||
Current positions held with | Lead Trustee | Trustee | Trustee | Trustee | |||||||||
the Trusts | Audit Committee Chairman2 | Audit Committee Member | Audit Committee Member2 | Audit Committee Member3 | |||||||||
Term of office and length | 3 years4 / since inception | 3 years4 / since inception | 3 years4 / since inception | 3 years4 / since inception | |||||||||
of time served | |||||||||||||
Principal occupations | President of Brimmer & | President and Chief Executive | Consultant/Investor. Former | Consultant. Editor of THE | |||||||||
during the past five years | Company, Inc., a Washington, | Officer of The Conference | President and Chief Executive | JOURNAL OF PORTFOLIO | |||||||||
D.C.-based economic and | Board, Inc., a leading global | Officer of Empire Federal | MANAGEMENT and | ||||||||||
financial consulting firm, also | business research organization, | Savings Bank of America and | Frederick Frank Adjunct | ||||||||||
Wilmer D. Barrett Professor of | from 1995-present. Former | Banc PLUS Savings | Professor of Finance at the | ||||||||||
Economics, University of | Executive Dean of the John F. | Association, former Chairman | School of Management at Yale | ||||||||||
Massachusetts – Amherst. | Kennedy School of Government | of the Board, President and | University. Author and editor of | ||||||||||
Formerly member of the Board | at Harvard University from | Chief Executive Officer of | several books on fixed income | ||||||||||
of Governors of the Federal | 1988-1995. Acting Director, | Northeast Savings. | portfolio management. Visiting | ||||||||||
Reserve System. Former | Harvard Center for Business | Professor of Finance and | |||||||||||
Chairman, District of Columbia | and Government (1991-1993). | Accounting at the Sloan School | |||||||||||
Financial Control Board. | Formerly Partner (principal) of | of Management, Massachusetts | |||||||||||
McKinsey & Company, Inc. | Institute of Technology from | ||||||||||||
(1980- 1988). Former Executive | 1986 to August 1992. | ||||||||||||
Director of Federal Cash | |||||||||||||
Management, White House | |||||||||||||
Office of Management and | |||||||||||||
Budget (1977-1979). Co-author, | |||||||||||||
THE WINNING PERFOR- | |||||||||||||
MANCE (best selling manage- | |||||||||||||
ment book published in 13 | |||||||||||||
national editions). | |||||||||||||
Number of portfolios | 52 | 52 | 52 | 52 | |||||||||
overseen within the fund | |||||||||||||
complex | |||||||||||||
Other Directorships held | Director of CarrAmerica Realty | Trustee: Aircraft Finance Trust | Former Director of ISFA (the | Director, Guardian Mutual | |||||||||
outside of the fund | Corporation and Borg-Warner | (AFT) and Educational Testing | owner of INVEST, a national | Funds Group (18 portfolios). | |||||||||
complex | Automotive. Formerly Director | Service (ETS). Director, Arch | securities brokerage service | ||||||||||
of Airborne Express, | Chemicals, Fremont Group and | designed for banks and thrift | |||||||||||
BankAmerica Corporation | The Guardian Life Insurance | institutions). | |||||||||||
(Bank of America), BellSouth | Company of America. | ||||||||||||
Corporation, College | |||||||||||||
Retirement Equities Fund | |||||||||||||
(Trustee), Commodity | |||||||||||||
Exchange, Inc. (Public | |||||||||||||
Governor), Connecticut Mutual | |||||||||||||
Life Insurance Company, E.I. | |||||||||||||
du Pont de Nemours & | |||||||||||||
Company, Equitable Life | |||||||||||||
Assurance Society of the | |||||||||||||
United States, Gannett | |||||||||||||
Company, Mercedes-Benz of | |||||||||||||
North America, MNC Financial | |||||||||||||
Corporation (American | |||||||||||||
Security Bank), NCM Capital | |||||||||||||
Management, Navistar | |||||||||||||
International Corporation, PHH | |||||||||||||
Corp. and UAL Corporation | |||||||||||||
(United Airlines). | |||||||||||||
For “Interested Director/ | |||||||||||||
Trustee” relationships, | |||||||||||||
events or transactions by | |||||||||||||
reason of which the Trustee | |||||||||||||
is an interested person as | |||||||||||||
defined in Section 2(a)(19) | |||||||||||||
of the 1940 Act | |||||||||||||
1 | Interested Trustee as defined by Section 2(a)(19) of the Investment Company Act of 1940. |
2 | The Board of each Trust has determined that each Trust has two Audit Committee financial experts serving on its Audit Committee, Dr. Brimmer and Mr. Dixon, both of whom are independent for the purpose of the definition of Audit Committee financial expert as applicable to the Trusts. |
3 | Appointed Audit Committee Member on May 25, 2004. |
22
Interested Trustees1 | |||||||||||
R. Glenn Hubbard | James Clayburn La Force, Jr. | Walter F. Mondale | Ralph L. Schlosstein | Robert S. Kapito | |||||||
P.O. Box 4546 | P.O. Box 4546 | P.O. Box 4546 | BlackRock, Inc. | BlackRock, Inc. | |||||||
New York, NY 10163-4546 | New York, NY 10163-4546 | New York, NY 10163-4546 | 40 East 52nd Street | 40 East 52nd Street | |||||||
Age: 46 | Age: 75 | Age: 76 | New York, NY 10022 | New York, NY 10022 | |||||||
Age: 53 | Age: 47 | ||||||||||
Trustee | Trustee | Trustee | Chairman of the Board | President and Trustee | |||||||
3 years4 / since November 16, | 3 years4 / since inception | 3 years4 / since inception | 3 years4 / since inception | 3 years4 / since inception | |||||||
2004 | |||||||||||
Dean of Columbia Business | Dean Emeritus of the John E. | Senior Counsel, Dorsey & | Director since 1999 and | Vice Chairman of BlackRock, | |||||||
School since July 1, 2004. | Anderson Graduate School of | Whitney, LLP, a law firm | President of BlackRock, Inc. | Inc. Head of the Portfolio | |||||||
Columbia faculty member since | Management, University of | (January 2004-present); | since its formation in 1998 and | Management Group. Also a | |||||||
1988. Co-director of Columbia | California since July 1, 1993. | Partner, Dorsey & Whitney, | of BlackRock, Inc.’s predeces- | member of the Management | |||||||
Business School’s | Acting Dean of the School of | LLP, (December 1996- | sor entities since 1988. Member | Committee, the Investment | |||||||
Entrepreneurship Program 1994- | Business, Hong Kong | December 2003, September | of the Management Committee | Strategy Group, the Fixed | |||||||
1997. Visiting professor at | University of Science and | 1987-August 1993). Formerly | and Investment Strategy Group | Income and Global Operating | |||||||
Harvard’s Kennedy School of | Technology 1990-1993. From | U.S. Ambassador to Japan | of BlackRock, Inc. Formerly, | Committees and the Equity | |||||||
Government and Harvard | 1978 to September 1993, Dean | (1993-1996). Formerly Vice | Managing Director of Lehman | Investment Strategy Group. | |||||||
Business School, as well as the | of the John E. Anderson | President of the United States, | Brothers, Inc. and Co-head of | Responsible for the portfolio | |||||||
University of Chicago. Visiting | Graduate School of | U.S. Senator and Attorney | its Mortgage and Savings | management of the Fixed | |||||||
scholar at the American Enterprise | Management, University of | General of the State of | Institutions Group. Chairman | Income, Domestic Equity and | |||||||
Institute in Washington and mem- | California. | Minnesota. 1984 Democratic | and President of the BlackRock | International Equity, Liquidity, | |||||||
ber of International Advisory | Nominee for President of the | Liquidity Funds and Director of | and Alternative Investment | ||||||||
Board of the MBA Program of | United States. | several of BlackRock’s alterna- | Groups of BlackRock. | ||||||||
Ben-Gurion University. Deputy | tive investment vehicles. | ||||||||||
assistant secretary of the U.S. | |||||||||||
Treasury Department for Tax | |||||||||||
Policy 1991 -1993. Chairman of | |||||||||||
the U.S. Council of Economic | |||||||||||
Advisers under the President of | |||||||||||
the United States 2001 - 2003. | |||||||||||
52 | 52 | 52 | 62 | 52 | |||||||
Director of ADP, Dex Media, | Payden & Rygel Investment | Director of United Health | Member of the Visiting Board | Chairman of the Hope and | |||||||
KKR Financial Corporation, | Trust, Metzler-Payden | Foundation and the Japan | of Overseers of the John F. | Heroes Children’s Cancer | |||||||
and Ripplewood Holdings. | Investment Trust, Advisors | Society. Member of the Hubert | Kennedy School of Government | Fund. President of the Board | |||||||
Formerly on the advisory | Series Trust, Arena | H. Humphrey Institute of | at Harvard University, a member | of Directors of the Periwinkle | |||||||
boards of the Congressional | Pharmaceuticals, Inc. and | Public Affairs Advisory Board, | of the board of the Financial | National Theatre for Young | |||||||
Budget Office, the Council on | CancerVax Corporation. | The Mike and Maureen | Institutions Center of The | Audiences. Director of | |||||||
Competitiveness, the American | Mansfield Foundation, Dean’s | Wharton School of the Univer- | icruise.com, Corp. | ||||||||
Council on Capital Formation, | Board of Visitors of the | sity of Pennsylvania, a trustee of | |||||||||
the Tax Foundation and the | Medical School at the | the American Museum of | |||||||||
Center for Addiction and | University of Minnesota, and | Natural History, a trustee of | |||||||||
Substance Abuse. Trustee of | the Mayo Foundation Advisory | Trinity School in New York City, | |||||||||
Fifth Avenue Presbyterian | Council to the President. | a member of the Board of | |||||||||
Church of New York. | Advisors of Marujupu LLC, and | ||||||||||
a trustee of New Visions for | |||||||||||
Public Education and of The | |||||||||||
Public Theater in New York City. | |||||||||||
Formerly, a director of Pulte | |||||||||||
Corporation, the nation’s largest | |||||||||||
homebuilder, a Trustee of | |||||||||||
Denison University and a mem- | |||||||||||
ber of Fannie Mae’s Advisory | |||||||||||
Council. | |||||||||||
Director and President of the | Director and Vice Chairman | ||||||||||
Advisor | of the Advisor. | ||||||||||
4 | The Board is classified into three classes of which one class is elected annually. Each Trustee serves a three year-term concurrent with the class from which he is elected. |
23
DIVIDEND REINVESTMENT PLANS
Pursuant to each Trust’s Dividend Reinvestment Plan (the “Plan”), common shareholders are automatically enrolled to have all distributions reinvested by The Bank of New York (the “Plan Agent”) in the respective Trust’s shares pursuant to the Plan. Shareholders who elect not to participate in the Plan will receive all distributions in cash paid by check and mailed directly to the shareholders of record (or if the shares are held in street or other nominee name, then to the nominee) by the Plan Agent.
The Plan Agent serves as agent for the shareholders in administering the Plan. After a Trust declares a distribution, the Plan Agent will acquire shares for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of unissued but authorized shares from the Trust (“newly issued shares”) or (ii) by purchase of outstanding shares on the open market, on the Trust’s primary exchange or elsewhere (“open-market purchases”). If, on the distribution payment date, the net asset value per share (“NAV”) is equal to or less than the market price per share plus estimated brokerage commissions (such condition being referred to herein as “market premium”), the Plan Agent will invest the distribution amount in newly issued shares on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the distribution by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the payment date, the dollar amount of the distribution will be divided by 95% of the market price on the payment date. If, on the distribution payment date, the NAV is greater than the market value per share plus estimated brokerage commissions (such condition being referred to herein as “market discount”), the Plan Agent will invest the distribution amount in shares acquired on behalf of the participants in open-market purchases.
Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the distribution record date; otherwise such termination or resumption will be effective with respect to any subsequently declared distribution.
The Plan Agent’s fees for the handling of the reinvestment of distributions will be paid by each Trust. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of distributions. The automatic reinvestment of distributions will not relieve participants of any Federal income tax that may be payable on such distributions.
Each Trust reserves the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, each Trust reserves the right to amend the Plan to include a service charge payable by the participants. Participants that request a sale of shares through the Plan Agent are subject to a $2.50 sales fee and a $0.15 per share sold brokerage commission. All correspondence concerning the Plan should be directed to the Plan Agent at The Bank of New York, Dividend Reinvestment Department, P.O. Box 1958, Newark, New Jersey 07101-9774; or by calling 1-866-216-0242.
ADDITIONAL INFORMATION
On August 25, 2004, BlackRock, Inc., the parent of BlackRock Advisors, Inc., the Trusts’ investment advisor, entered into an agreement with MetLife, Inc.® to acquire SSRM Holdings, Inc., the parent of State Street Research & Management Company, the investment advisor to the State Street Research mutual funds. Management believes there will be no impact to the Trusts as a result of this transaction.
Quarterly performance and other information regarding the Trusts may be found on BlackRock’s website, which can be accessed at http://www.blackrock.com/funds/cefunds/index.html. This reference to BlackRock’s website is intended to allow investors public access to information regarding the Trusts and does not, and is not intended, to incorporate BlackRock’s website into this report.
Certain of the officers of the Trusts listed on the inside back cover of this Report to Shareholders are also officers of the Advisor or Sub-Advisor. They serve in the following capacities for the Advisor or Sub-Advisor; Robert S. Kapito—Director and Vice Chairman of the Advisor and the Sub-Advisor, Henry Gabbay and Anne Ackerley—Managing Directors of the Advisor and the Sub-Advisor, Richard M. Shea and James Kong—Managing Directors of the Sub-Advisor, Vincent B. Tritto—Director of the Sub-Advisor, and Brian P. Kindelan—Director of the Advisor.
TAX INFORMATION
The information set forth below is for each Trusts’ tax year as required by federal laws. Shareholders, however, must report distributions on a calendar year basis for income tax purposes. Accordingly, the information needed by shareholders for income tax purposes will be sent to them in January 2005. Please consult your tax advisor for proper treatment of this information.
For the tax year ended October 31, 2004, each trust designates distributions paid during the year as follows:
Ordinary | Return of | ||||||||||||||||
Income | Capital | Total | |||||||||||||||
Distributions | Distributions | Distributions | |||||||||||||||
(Tax Basis) A | (Tax Basis) A | (Tax Basis) A | |||||||||||||||
Dividend Achievers | $0.0013 | $0.3820 | $0.2877 | $0.6710 | 94.49 | % | 94.49 | % | |||||||||
Strategic Dividend Achievers | — | 0.1693 | 0.2807 | 0.4500 | 81.69 | % | 81.69 | % | |||||||||
S&P Quality Rankings | — | 0.1698 | 0.0177 | 0.1875 | 74.75 | % | 45.57 | % |
A | Per share date based on common shares outstanding at tax year end. |
B | The percentage of dividends from ordinary income at tax year end for taxable non-corporate shareholders representing qualified dividend income subject to the 15% rate category. |
C | The percentage of dividends from ordinary income at tax year end which qualify for corporate dividend received deduction. |
24
BlackRock Closed-End Funds
Trustees | Custodian |
Ralph L. Schlosstein, Chairman | The Bank of New York |
Andrew F. Brimmer | 100 Colonial Center Parkway |
Richard E. Cavanagh | Suite 200 |
Kent Dixon | Lake Mary, FL 32746 |
Frank J. Fabozzi | |
R. Glenn Hubbard1 | Transfer Agent |
Robert S. Kapito | The Bank of New York |
James Clayburn La Force, Jr. | P.O. Box 11258 |
Walter F. Mondale | Church Street Station |
New York, NY 10286 | |
Officers | (800) 216-0242 |
Robert S. Kapito, President | |
Henry Gabbay, Treasurer | Independent Registered Public Accounting Firm |
Bartholomew Battista, Chief Compliance Officer | Deloitte & Touche LLP |
Anne Ackerley, Vice President | 200 Berkeley Street |
Richard M. Shea, Vice President/Tax | Boston, MA 02116 |
James Kong, Assistant Treasurer | |
Vincent B. Tritto, Secretary | Legal Counsel |
Brian P. Kindelan, Assistant Secretary | Skadden, Arps, Slate, Meagher & Flom LLP |
Four Times Square | |
Investment Advisor | New York, NY 10036 |
BlackRock Advisors, Inc. | |
100 Bellevue Parkway | Legal Counsel – Independent Trustees |
Wilmington, DE 19809 | Debevoise & Plimpton LLP |
(800) 227-7BFM | 919 Third Avenue |
New York, NY 10022 | |
Sub-Advisor | |
BlackRock Financial Management, Inc. | This report is for shareholder information. This is not a |
40 East 52nd Street | prospectus intended for use in the purchase or sale of Trust |
New York, NY 10022 | shares. Statements and other information contained in this report |
are as dated and are subject to change. | |
Accounting Agent | |
The Bank of New York | BlackRock Closed-End Funds |
101 Barclay Street, 13 West | c/o BlackRock Advisors, Inc. |
New York, NY 10286 | 100 Bellevue Parkway |
Wilmington, DE 19809 | |
1 Appointed November 16, 2004. | (800) 227-7BFM |
The Trusts will mail only one copy of shareholder documents, including annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact the Trusts at (866)216-0242.
The Trusts have delegated to the Advisor the voting of proxies relating to their voting securities pursuant to the Advisor’s proxy voting policies and procedures. You may obtain a copy of these proxy voting policies and procedures, without charge, by calling (866)216-0242. These policies and procedures are also available on the website of the Securities and Exchange Commission (the “Commission”) at http://www.sec.gov.
Information on how proxies relating to the Trusts’ voting securities were voted (if any) by the Advisor during the most recent 12-month period ended June 30th is available, upon request, by calling (866)216-0242 or on the website of the Commission at http://www.sec.gov.
The Trusts file their complete schedule of portfolio holdings for the first and third quarters of their respective fiscal years with the Commission on Form N-Q. Each Trust’s Form N-Q will be available on the Commission’s website at http://www.sec.gov. Each Trust’s Form N-Q, when available, may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information regarding the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Each Trust’s Form N-Q, when available, may also be obtained, upon request, by calling (866)216-0242.
This report is for shareholder information. This is not a prospectus intended for use in the purchase or sale of Trust shares. Statements and other information contained in this report are as dated and are subject to change. CEF-ANN-3 |
Item 2. Code of Ethics.
(a) The Registrant has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
(b) Not applicable.
(c) The Registrant has not amended its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto.
(d) The Registrant has not granted a waiver or an implicit waiver from a provision of its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto.
(e) Not applicable.
(f) The Registrant's Code of Ethics is attached as an Exhibit hereto.
Item 3. Audit Committee Financial Expert.
The Registrant's Board of Trustees has determined that it has two audit committee financial experts serving on its audit committee, each of whom is an "independent" Trustee: Dr. Andrew F. Brimmer and Mr. Kent Dixon. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $41,600 for the fiscal year ended October 31, 2004 and $0 for the fiscal year ended October 31, 2003.
(b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not
reported above in Item 4(a) were $0 for the fiscal year ended October 31, 2004 and $0 for the fiscal year ended October 31, 2003. The nature of these services was attest services not required by statute or regulation, overhead and out-of-pocket expenses.
(c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $0 for the fiscal year ended October 31, 2004 and $0 for the fiscal year ended October 31, 2003. The nature of these services was federal, state and local income and excise tax return preparation and related advice and planning and miscellaneous tax advice.
(d) All Other Fees. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above in Items 4(a) through (c).
(e) Audit Committee Pre-Approval Policies and Procedures
(1) The Registrant has polices and procedures (the "Policy") for the pre-approval by the Registrant's Audit Committee of Audit, Audit-Related, Tax and Other Services (as each is defined in the Policy) provided by the Trust's independent auditor (the "Independent Auditor") to the Registrant and other "Covered Entities" (as defined below). The term of any such pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The amount of any such pre-approval is set forth in the appendices to the Policy (the "Service Pre-Approval Documents"). At its first meeting of each calendar year, the Audit Committee will review and re-approve the Policy and approve or re-approve the Service Pre-Approval Documents for that year, together with any changes deemed necessary or desirable by the Audit Committee. The Audit Committee may, from time to time, modify the nature of the services pre-approved, the aggregate level of fees pre-approved or both.
For the purposes of the Policy, "Covered Services" means (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 related directly to the operations and financial reporting or the Trust to be provided by the Independent Auditor to any Covered Entity, "Covered Entities" means (1) the Advisor or (2) any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the Trust.
In the intervals between the scheduled meetings of the Audit Committee, the Audit Committee delegates pre-approval authority under this Policy to the Chairman of the Audit Committee (the "Chairman"). The Chairman shall report any pre-approval decisions under this Policy to the Audit Committee at its next scheduled meeting. At each scheduled meeting, the Audit Committee will review with the Independent Auditor the Covered Services pre-approved by the Chairman pursuant to delegated authority, if any, and the fees related thereto. Based on these reviews, the Audit Committee can modify, at its discretion, the pre-approval originally granted by the Chairman pursuant to delegated authority. This modification can be to the nature of services pre-approved, the aggregate level of fees approved, or both. Pre-approval of Covered Services by the Chairman pursuant to delegated authority is expected to be the exception rather than the rule and the
Audit Committee may modify or withdraw this delegated authority at any time the Audit Committee determines that it is appropriate to do so.
Fee levels for all Covered Services to be provided by the Independent Auditor and pre-approved under this Policy will be established annually by the Audit Committee and set forth in the Service Pre-Approval Documents. Any increase in pre-approved fee levels will require specific pre-approval by the Audit Committee (or the Chairman pursuant to delegated authority).
The terms and fees of the annual Audit services engagement for the Trust are subject to the specific pre-approval of the Audit Committee. The Audit Committee (or the Chairman pursuant to delegated authority) will approve, if necessary, any changes in terms, conditions or fees resulting from changes in audit scope, Trust structure or other matters.
In addition to the annual Audit services engagement specifically approved by the Audit Committee, any other Audit services for the Trust not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority.)
Audit-Related services are assurance and related services that are not required for the audit, but are reasonably related to the performance of the audit or review of the financial statements of the Registrant and, to the extent they are Covered Services, the other Covered Entities (as defined in the Joint Audit Committee Charter) or that are traditionally performed by the Independent Auditor. Audit-Related services that are Covered Services and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).
The Audit Committee believes that the Independent Auditor can provide Tax services to the Covered Entities such as tax compliance, tax planning and tax advice without impairing the auditor’s independence. However, the Audit Committee will not permit the retention of the Independent Auditor in connection with a transaction initially recommended by the Independent Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. Tax services that are Covered Services and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).
All Other services that are covered and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).
Requests or applications to provide Covered Services that require approval by the Audit Committee (or the Chairman pursuant to delegated authority) must be submitted to the Audit Committee or the Chairman, as the case may be, by both the Independent Auditor and the Chief Financial Officer of the respective Covered Entity, and must include a joint statement as to whether, in their view, (a) the request or application is consistent with the rules of the Securities and Exchange Commission ("SEC") on auditor independence and (b) the requested service is or is not a non-audit service prohibited by the SEC. A request or application submitted to the Chairman between scheduled meetings of the Audit Committee should include a discussion as to why approval is being sought prior to the next regularly scheduled meeting of the Audit Committee.
(2) None of the services described in each of Items 4(b) through (d) were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) The aggregate non-audit fees billed by the Trust's accountant for services rendered to the Trust, the Advisor (except for any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the registrant that directly impacted the Trust for each of the last two fiscal years were $0 for the fiscal year ended October 31, 2004 and $0 for the fiscal year ended October 31, 2003.
(h) Not applicable.
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The audit committee of the Registrant is comprised of: Dr. Andrew F. Brimmer; Richard E. Cavanagh; Kent Dixon and Frank Fabozzi.
Item 6. Schedule of Investments.
The Registrant’s Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Registrant has delegated the voting of proxies relating to its voting securities to its investment advisor, BlackRock Advisors, Inc. (the "Advisor") and its sub-advisor, BlackRock Financial Management, Inc. (the "Sub-Advisor"). The Proxy Voting Policies and Procedures of the Advisor and Sub-Advisor (the "Proxy Voting Policies") are attached as an Exhibit 99.PROXYPOL hereto.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Companies and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) The Registrant's principal executive officer and principal financial officer have evaluated the Registrant's disclosure controls and procedures as of a date within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures are effective, as of such date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The Registrant's principal executive officer and principal financial officer are aware of no changes in the Registrant's internal control over financial reporting that occurred during the Registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Code of Ethics attached as EX-99.CODE ETH.
(a)(2) Separate certifications of Principal Executive and Financial Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 attached as EX-99.CERT.
(a)(3) Not applicable.
(b) Certification of Principal Executive and Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished as EX-99.906CERT.
Proxy Voting Policies attached as EX-99.PROXYPOL.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) S&P Quality Rankings Global Equity Managed Trust
By: /s/ Henry Gabbay
_______________________________________________________________
Name: Henry Gabbay
Title: Treasurer
Date: January 4, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Robert S. Kapito
_______________________________________________________________
Name: Robert S. Kapito
Title: Principal Executive Officer
Date: January 4, 2005
By: /s/ Henry Gabbay
_______________________________________________________________
Name: Henry Gabbay
Title: Principal Financial Officer
Date: January 4, 2005