BLACKROCK PROXY STATEMENT CLASSIFIED BOARD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant    x

 

Filed by a Party other than the Registrant    ¨

 

Check the appropriate box:

 

     

¨    Preliminary Proxy Statement

   ¨        

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

x    Definitive Proxy Statement

 

     

¨    Definitive Additional Materials

 

     

¨    Soliciting Material Pursuant to § 240.14a-12

     

 

BlackRock Build America Bond Trust

BlackRock California Municipal 2018 Term Trust

BlackRock California Municipal Income Trust

BlackRock Core Bond Trust

BlackRock Credit Allocation Income Trust

BlackRock Defined Opportunity Credit Trust

BlackRock Dividend Income Trust

BlackRock EcoSolutions Investment Trust

BlackRock Energy and Resources Trust

BlackRock Enhanced Equity Dividend Trust

BlackRock Floating Rate Income Trust

BlackRock Florida Municipal 2020 Term Trust

BlackRock Global Opportunities Equity Trust

BlackRock Health Sciences Trust

BlackRock Income Opportunity Trust, Inc.

BlackRock Income Trust, Inc.

BlackRock International Growth and Income Trust

BlackRock Investment Quality Municipal Trust, Inc.

BlackRock Limited Duration Income Trust

BlackRock Long-Term Municipal Advantage Trust

BlackRock Maryland Municipal Bond Trust

BlackRock Multi-Sector Income Trust

BlackRock MuniAssets Fund, Inc.

BlackRock Municipal 2018 Term Trust

BlackRock Municipal 2020 Term Trust

BlackRock Municipal Bond Investment Trust

BlackRock Municipal Bond Trust

BlackRock Municipal Income Investment Quality Trust

BlackRock Municipal Income Investment Trust

BlackRock Municipal Income Quality Trust

BlackRock Municipal Income Trust

BlackRock Municipal Income Trust II

BlackRock Municipal Target Term Trust

BlackRock New Jersey Municipal Bond Trust

BlackRock New Jersey Municipal Income Trust

BlackRock New York Municipal 2018 Term Trust


BlackRock New York Municipal Bond Trust

BlackRock New York Municipal Income Quality Trust

BlackRock New York Municipal Income Trust

BlackRock New York Municipal Income Trust II

BlackRock Real Asset Equity Trust

BlackRock Resources & Commodities Strategy Trust

BlackRock Utility and Infrastructure Trust

BlackRock Virginia Municipal Bond Trust

The BlackRock Pennsylvania Strategic Municipal Trust

The BlackRock Strategic Municipal Trust

 

 

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x    No fee required.

     

 

¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  (1)   Title of each class of securities to which transaction applies:

 

 

 

  (2)   Aggregate number of securities to which transaction applies:

 

 

 

  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

  (4)   Proposed maximum aggregate value of transaction:

 

 

 

  (5)   Total fee paid:

 

 

 

  ¨   Fee paid previously with preliminary materials.

 

  ¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1)   Amount Previously Paid:

 

 

 

  (2)   Form, Schedule or Registration Statement No.:

 

 

 

  (3)   Filing Party:

 

 

 

  (4)   Date Filed:

 

 

 


LOGO

 

June 13, 2014

 

Dear Shareholder:

 

A joint annual meeting of the BlackRock Closed-End Funds listed in Appendix A to the enclosed joint proxy statement (each, a “Fund”) will be held at the offices of BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, NY 10055, on Wednesday, July 30, 2014, at 10:00 a.m. (Eastern time), to consider and vote on the proposal discussed in the enclosed joint proxy statement.

 

The purpose of the meeting is to seek shareholder approval of the four nominees named in the enclosed joint proxy statement to the Boards of Directors or Trustees (each, a “Board,” the members of which are referred to as “Board Members”) of each Fund. Each Board has unanimously approved the four nominees named in the enclosed joint proxy statement on behalf of its Fund (the “Board Nominees”), subject to approval by each Fund’s shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that they possess the requisite experience in overseeing investment companies, are familiar with the Funds and their investment advisers and that their election is in your best interest.

 

The Board Members responsible for your Fund recommend that you vote “FOR” the Board Nominees for your Fund. In connection with your vote, we urge you to read the full text of the enclosed joint proxy statement.

 

Your vote is important. If you are a record holder of a Fund’s shares and plan to attend the meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport. If you hold your shares of a Fund through a bank, broker or other nominee, and plan to attend the meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker or other nominee or broker’s statement indicating ownership as of the record date, June 3, 2014. If you hold your shares of a Fund in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the annual meeting. Even if you plan to attend the meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.


You have received this joint proxy statement because you were a shareholder of record of at least one of the Funds listed in Appendix A on June 3, 2014. Certain other BlackRock Closed-End Funds not listed in Appendix A will also hold their annual meetings at the place and on the date stated above, but at a different time. If you were also a shareholder of record on June 3, 2014 of one or more of those other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds. Please be certain to vote by telephone or via the Internet with respect to each Fund in which you are a shareholder of record or sign, date and return each proxy card you receive from us.

 

If you have any questions about the proposal to be voted on, please call Georgeson Inc., the firm assisting us in the solicitation of proxies, at 1-866-328-5445.

 

Sincerely,

 

Janey Ahn

Secretary of the Funds

40 East 52nd Street, New York, NY 10022

(800) 882-0052


IMPORTANT INFORMATION FOR FUND SHAREHOLDERS

 

While we encourage you to read the full text of the enclosed joint proxy statement, for your convenience we have provided a brief overview of the matters to be voted on.

 

Questions and Answers

 

Q:   Why am I receiving the joint proxy statement?

 

A:   Each Fund is required to hold an annual meeting of shareholders for the election of Board Members. This joint proxy statement describes a proposal to approve the nominees to the Board of the Fund(s) in which you own shares and provides you with other information relating to the meeting. The enclosed proxy card(s) indicate the Fund(s) in which you own shares. The table on pages 5 and 6 of the joint proxy statement identifies the Board Nominees for each Fund.

 

Q:   How do the Boards of the Funds recommend that I vote?

 

A:   The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that the Board Nominees possess the requisite experience in overseeing investment companies and are familiar with the Funds and their investment advisers. The Boards have approved the Board Nominees named in the joint proxy statement, believe their election is in your best interest and unanimously recommend that you vote “FOR” each Board Nominee.

 

Q:   How do I vote my shares?

 

A:   You can provide voting instructions by telephone, by calling the toll-free number on the proxy card(s) or on the Important Notice Regarding the Availability of Proxy Materials for the BlackRock Closed-End Funds (the “Notice of Internet Availability of Proxy Materials”), or by going to the Internet address provided on the Notice of Internet Availability of Proxy Materials or proxy card(s) and following the instructions. Alternatively, if you received your proxy card(s) by mail, you can vote your shares by signing and dating the proxy card(s) and mailing it (them) in the enclosed postage-paid envelope.

 

    You may also attend the meeting and vote by ballot in person; however, even if you intend to do so, we encourage you to provide voting instructions by one of the methods discussed above.

 

    If you are a record holder of a Fund’s shares and plan to attend the meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport.

 

    If you hold your shares of a Fund through a bank, broker or other nominee, and plan to attend the meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker or other nominee or broker’s statement indicating ownership as of the Record Date. If you hold your shares of a Fund in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the annual meeting. Even if you plan to attend the meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.


Q:   Will my vote make a difference?

 

A:   Your vote is very important and can make a difference in the governance and management of your Fund(s), no matter how many shares you own. Your vote can help ensure that the Board Nominees will be elected. We encourage all shareholders to participate in the governance of their Fund(s).

 

Q:   Are the Funds paying for the cost of the joint proxy statement?

 

A:   The costs associated with the joint proxy statement, including the printing, distribution and proxy solicitation costs, will be borne by the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of the joint proxy statement, also will be borne by the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can reasonably be attributed to one or more specific Funds.

 

   

The Funds and BlackRock, Inc. have retained Georgeson Inc. (“Georgeson”), 480 Washington Blvd, 26th Floor, Jersey City, NJ 07310, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that Georgeson will be paid approximately $106,000 for such services (including reimbursements of out-of-pocket expenses).

 

Q:   Whom do I call if I have questions?

 

A:   If you need more information, or have any questions about voting, please call Georgeson, the Funds’ proxy solicitor, at 1-866-328-5445.

 

Please vote now. Your vote is important.

 

To avoid the wasteful and unnecessary expense of further solicitation(s), we urge you to indicate your voting instructions on the proxy card(s), and if voting by mail, date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet, no matter how large or small your holdings may be. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the meeting.


LOGO

 

June 13, 2014

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 30, 2014

 

A joint annual meeting of the shareholders of the BlackRock Closed-End Funds identified below (each, a “Fund”) will be held at the offices of BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, NY 10055, on Wednesday, July 30, 2014, at 10:00 a.m. (Eastern time), to consider and vote on the proposal, as more fully described in the accompanying joint proxy statement:

 

  PROPOSAL 1. To elect to the Board (defined below) of your Fund(s) the four nominees named in the accompanying joint proxy statement.

 

         To transact such other business as may properly come before the meeting or any adjournments, postponements or delays thereof.

 

The purpose of the meeting is to seek shareholder approval of the four nominees named in the accompanying joint proxy statement to the Boards of Directors or Trustees (each, a “Board,” the members of which are referred to as “Board Members”) of each Fund. Each Board has unanimously approved the four nominees on behalf of its Fund (the “Board Nominees”), subject to approval by the Fund’s shareholders. The Boards have reviewed the qualifications and backgrounds of the Board Nominees and believe that the Board Nominees possess the requisite experience in overseeing investment companies and are familiar with the Funds and their investment advisers and that their election is in your best interest.

 

Your Board unanimously recommends that you vote “FOR” the Board Nominees with respect to which you are being asked to vote.

 

Shareholders of record of each Fund as of the close of business on June 3, 2014 are entitled to vote at the meeting and at any adjournments, postponements or delays thereof.

 

If you owned shares in more than one Fund as of June 3, 2014, you may receive more than one proxy card. Certain other BlackRock Closed-End Funds will also hold their annual meetings at the place and on the date stated above, but not at the same time. If you were also a shareholder of record on June 3, 2014 of one or more of those other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds. Please be certain to vote by telephone or via the Internet with respect to each Fund in which you are a shareholder of record or sign, date and return each proxy card you receive from us.

 

If you have any questions about the proposal to be voted on, please call Georgeson Inc., the firm assisting us in the solicitation of proxies, at 1-866-328-5445.

 

By Order of the Boards,

 

Janey Ahn

Secretary of the Funds

40 East 52nd Street, New York, NY 10022

(800) 882-0052


BlackRock Closed-End Funds

Holding Annual Meetings of Shareholders on July 30, 2014

 

Name of Fund

   Ticker

BlackRock Build America Bond Trust

   BBN

BlackRock California Municipal 2018 Term Trust

   BJZ

BlackRock California Municipal Income Trust

   BFZ

BlackRock Core Bond Trust

   BHK

BlackRock Credit Allocation Income Trust

   BTZ

BlackRock Defined Opportunity Credit Trust

   BHL

BlackRock Dividend Income Trust

   BQY

BlackRock EcoSolutions Investment Trust

   BQR

BlackRock Energy and Resources Trust

   BGR

BlackRock Enhanced Equity Dividend Trust

   BDJ

BlackRock Floating Rate Income Trust

   BGT

BlackRock Florida Municipal 2020 Term Trust

   BFO

BlackRock Global Opportunities Equity Trust

   BOE

BlackRock Health Sciences Trust

   BME

BlackRock Income Opportunity Trust, Inc.

   BNA

BlackRock Income Trust, Inc.

   BKT

BlackRock International Growth and Income Trust

   BGY

BlackRock Investment Quality Municipal Trust, Inc.

   BKN

BlackRock Limited Duration Income Trust

   BLW

BlackRock Long-Term Municipal Advantage Trust

   BTA

BlackRock Maryland Municipal Bond Trust

   BZM

BlackRock Multi-Sector Income Trust

   BIT

BlackRock MuniAssets Fund, Inc.

   MUA

BlackRock Municipal 2018 Term Trust

   BPK

BlackRock Municipal 2020 Term Trust

   BKK

BlackRock Municipal Bond Investment Trust

   BIE

BlackRock Municipal Bond Trust

   BBK

BlackRock Municipal Income Investment Quality Trust

   BAF

BlackRock Municipal Income Investment Trust

   BBF

BlackRock Municipal Income Quality Trust

   BYM

BlackRock Municipal Income Trust

   BFK

BlackRock Municipal Income Trust II

   BLE

BlackRock Municipal Target Term Trust

   BTT

BlackRock New Jersey Municipal Bond Trust

   BLJ

BlackRock New Jersey Municipal Income Trust

   BNJ

BlackRock New York Municipal 2018 Term Trust

   BLH

BlackRock New York Municipal Bond Trust

   BQH

BlackRock New York Municipal Income Quality Trust

   BSE

BlackRock New York Municipal Income Trust

   BNY

BlackRock New York Municipal Income Trust II

   BFY

BlackRock Real Asset Equity Trust

   BCF

BlackRock Resources & Commodities Strategy Trust

   BCX

BlackRock Utility and Infrastructure Trust

   BUI

BlackRock Virginia Municipal Bond Trust

   BHV

The BlackRock Pennsylvania Strategic Municipal Trust

   BPS

The BlackRock Strategic Municipal Trust

   BSD


TABLE OF CONTENTS

 

     Page  

JOINT PROXY STATEMENT

     1   

SUMMARY OF PROPOSAL AND FUNDS VOTING

     5   

PROPOSAL 1—ELECTION OF BOARD NOMINEES

     7   

VOTE REQUIRED AND MANNER OF VOTING PROXIES

     18   

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     20   

ADDITIONAL INFORMATION

     22   

Appendix A – Fund Information

     A-1   

Appendix B – Compensation of the Board Members

     B-1   

Appendix C – Equity Securities Owned by Board Members and Board Nominees

     C-1   

Appendix D – Meetings of the Boards

     D-1   

Appendix E – Standing Committees of the Boards

     E-1   

Appendix F – Executive Officers of the Funds

     F-1   

Appendix G – Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees to Independent Registered Public Accountants

     G-1   

Appendix H – 5% Beneficial Share Ownership

     H-1   


ANNUAL MEETING OF SHAREHOLDERS

 

 

 

July 30, 2014

 

 

 

JOINT PROXY STATEMENT

 

This joint proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Boards of Directors or Trustees (each, a “Board,” the members of which are referred to as “Board Members”) of each BlackRock Closed-End Fund listed in Appendix A of this Proxy Statement (each, a “Fund”). The proxies will be voted at the joint annual meeting of shareholders of the Funds and at any and all adjournments, postponements or delays thereof. The meeting will be held at the offices of BlackRock Advisors, LLC (the “Advisor”), Park Avenue Plaza, 55 East 52nd Street, 11th Floor, New York, NY 10055, on Wednesday, July 30, 2014, at 10:00 a.m. (Eastern time). The meeting will be held for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders to be held on July 30, 2014.

 

The Boards of the Funds have determined that the use of this Proxy Statement for the meeting is in the best interests of the Funds and their shareholders in light of the similar matters being considered and voted on by the shareholders of each Fund. Distribution to shareholders of this Proxy Statement and the accompanying materials, or a Notice of Internet Availability of Proxy Materials, will commence on or about June 13, 2014.

 

Each Fund listed in Appendix A to this Proxy Statement is organized as a Maryland corporation (each, a “Maryland Corporation”) or a Delaware statutory trust (each, a “Delaware Trust”). The Maryland Corporations and Delaware Trusts are closed-end investment companies registered under the Investment Company Act of 1940 (the “1940 Act”). A list identifying each Fund as a Maryland Corporation or a Delaware Trust is set forth in Appendix A.

 

Shareholders of record of a Fund as of the close of business on June 3, 2014 (the “Record Date”) are entitled to notice of and to vote at that Fund’s joint meeting of shareholders. Shareholders of the Funds are entitled to one vote for each share held, with no shares having cumulative voting rights. Holders of the auction market preferred shares or auction preferred shares (collectively, “AMPS”) of each of the Funds identified in Appendix A as having AMPS outstanding (collectively, the “AMPS Funds”), holders of variable rate muni term preferred shares (collectively, the “VMTP Shares”) of each of the Funds identified in Appendix A as having VMTP Shares outstanding (collectively, the “VMTP Funds”), holders of remarketable variable rate muni term preferred shares (collectively, the “RVMTP Shares”) of each of the Funds identified in Appendix A as having RVMTP Shares outstanding (collectively, the “RVMTP Funds”), and holders of variable rate demand preferred shares (collectively, the “VRDP Shares” and collectively with the AMPS, VMTP Shares and RVMTP Shares, the “Preferred Shares”) of each of the Funds identified in Appendix A as having VRDP Shares outstanding (collectively, the “VRDP Funds” and collectively with the AMPS Funds, VMTP Funds and RVMTP Funds, the “Preferred Funds”) will have equal voting rights with the shares of common stock or common shares of beneficial interest (collectively, the “Common Shares”) of the Preferred Funds and will vote together with the holders of Common Shares as a single class on each nominee to the Board of the Preferred Fund in which they own Preferred Shares, except that holders of Preferred Shares are entitled to vote separately as a class to elect two Board Members for each Preferred Fund in which they own Preferred Shares. The Board Members representing holders of Preferred Shares are Class I and Class II Board Members and only Class I Board Members are standing for election this year. The quorum and voting requirements for each Fund are described in the section herein entitled “Vote Required and Manner of Voting Proxies.”

 

1


The number of shares outstanding of each Fund as of the close of business on the Record Date and the managed assets of each Fund on the Record Date are shown in Appendix A. Except as set forth in Appendix H, to the knowledge of each Fund, as of April 30, 2014, no person was the beneficial owner of more than five percent of a class of a Fund’s outstanding shares.

 

The Fund(s) in which you owned shares on the Record Date is named on the proxy card or Notice of Internet Availability of Proxy Materials. If you owned shares in more than one Fund on the Record Date, you may receive more than one proxy card. Even if you plan to attend the meeting, please sign, date and return EACH proxy card you receive or, if you provide voting instructions by telephone or via the Internet, please vote on the proposal affecting EACH Fund you own. If you vote by telephone or via the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s) or Notice of Internet Availability of Proxy Materials, as applicable. This code is designed to confirm your identity, provide access into the voting website and confirm that your voting instructions are properly recorded.

 

All properly executed proxies received prior to the meeting will be voted at the meeting. On any matter coming before the meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy card is properly executed and returned and no choice is specified with respect to the proposal, the shares will be voted “FOR” the proposal. Shareholders who execute proxies or provide voting instructions by telephone or via the Internet may revoke them with respect to the proposal at any time before a vote is taken on the proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the New York address provided herein), by delivering a duly executed proxy bearing a later date or by attending the meeting and voting in person by ballot, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

 

Certain other BlackRock Closed-End Funds not listed in Appendix A will also hold their annual meetings at the place and date stated above, but not at the same time. If you were also a shareholder of record on the Record Date of one or more of those other funds, you will receive a separate proxy statement and proxy card(s) relating to those funds.

 

If you are a record holder of a Fund’s shares and plan to attend the meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport. If you hold your shares of a Fund through a bank, broker or other nominee, and plan to attend the meeting in person, in order to gain admission you must show valid photographic identification, such as your driver’s license or passport, and satisfactory proof of ownership of shares in a Fund, such as your voting instruction form (or a copy thereof) or a letter from your bank, broker or other nominee or broker’s statement indicating ownership as of the Record Date. If you hold your shares of a Fund in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the annual meeting. Even if you plan to attend the meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or via the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card you receive, and if received by mail, returning it in the accompanying postage-paid return envelope.

 

For directions to the meeting, please contact Georgeson Inc., the firm assisting us in the solicitation of proxies, at 1-866-328-5445.

 

2


Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. Such requests should be directed to the applicable Fund at 100 Bellevue Parkway, Wilmington, DE 19809, or by calling toll free at 1-800-882-0052. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the U.S. Securities and Exchange Commission’s website at www.sec.gov.

 

BlackRock, Inc. (“BlackRock”) updates performance data for the Funds, as well as certain other data for Funds that are municipal funds, on a monthly basis on its website in the “Closed-End Funds” section of www.blackrock.com. Investors and others are advised to periodically check the website for updated performance information and the release of other material information about the BlackRock Closed-End Funds.

 

Please note that only one annual or semi-annual report or Proxy Statement or Notice of Internet Availability of Proxy Materials may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or semi-annual report or this Proxy Statement or Notice of Internet Availability of Proxy Materials, or for instructions how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the Delaware address and phone number set forth above.

 

Please vote now. Your vote is important.

 

To avoid the wasteful and unnecessary expense of further solicitation and no matter how large or small your holdings may be, we urge you to indicate voting instructions on the enclosed proxy card(s), and if received by mail, date and sign it (them) and return it (them) promptly in the postage-paid envelope provided, or record your voting instructions by telephone or via the Internet. If you submit a properly executed proxy card but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the election of the Board Nominees. If your shares of a Fund are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the meeting.

 

3


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE SHAREHOLDER MEETING TO BE HELD ON JULY 30, 2014

 

The Proxy Statement is available at www.proxy-direct.com/blk-25670

 

BlackRock Closed-End Funds

100 Bellevue Parkway, Wilmington, DE 19809

(800) 882-0052

 

4


SUMMARY OF PROPOSAL AND FUNDS VOTING

 

The following table shows the Funds for which the Board Nominees are standing for election.

 

Fund Name

   Ticker    Class I(1)      Class II    Class III    Preferred
Shares
Nominees
Standing for
Election(2)
 

BlackRock Build America Bond Trust

   BBN      X            

BlackRock California Municipal 2018 Term Trust

   BJZ      X            

BlackRock California Municipal Income Trust

   BFZ      X               X   

BlackRock Core Bond Trust

   BHK      X            

BlackRock Credit Allocation Income Trust

   BTZ      X            

BlackRock Defined Opportunity Credit Trust

   BHL      X            

BlackRock Dividend Income Trust

   BQY      X            

BlackRock EcoSolutions Investment Trust

   BQR      X            

BlackRock Energy and Resources Trust

   BGR      X            

BlackRock Enhanced Equity Dividend Trust

   BDJ      X            

BlackRock Floating Rate Income Trust

   BGT      X            

BlackRock Florida Municipal 2020 Term Trust

   BFO      X               X   

BlackRock Global Opportunities Equity Trust

   BOE      X            

BlackRock Health Sciences Trust

   BME      X            

BlackRock Income Opportunity Trust, Inc.

   BNA      X            

BlackRock Income Trust, Inc.

   BKT      X            

BlackRock International Growth and Income Trust

   BGY      X            

BlackRock Investment Quality Municipal Trust, Inc.

   BKN      X               X   

BlackRock Limited Duration Income Trust

   BLW      X            

BlackRock Long-Term Municipal Advantage Trust

   BTA      X            

BlackRock Maryland Municipal Bond Trust

   BZM      X               X   

BlackRock Multi-Sector Income Trust

   BIT      X            

BlackRock MuniAssets Fund, Inc.

   MUA      X            

BlackRock Municipal 2018 Term Trust

   BPK      X               X   

BlackRock Municipal 2020 Term Trust

   BKK      X               X   

BlackRock Municipal Bond Investment Trust

   BIE      X               X   

BlackRock Municipal Bond Trust

   BBK      X               X   

BlackRock Municipal Income Investment Quality Trust

   BAF      X               X   

BlackRock Municipal Income Investment Trust

   BBF      X               X   

BlackRock Municipal Income Quality Trust

   BYM      X               X   

BlackRock Municipal Income Trust

   BFK      X               X   

BlackRock Municipal Income Trust II

   BLE      X               X   

BlackRock Municipal Target Term Trust

   BTT      X               X   

BlackRock New Jersey Municipal Bond Trust

   BLJ      X               X   

BlackRock New Jersey Municipal Income Trust

   BNJ      X               X   

BlackRock New York Municipal 2018 Term Trust

   BLH      X               X   

BlackRock New York Municipal Bond Trust

   BQH      X               X   

BlackRock New York Municipal Income Quality Trust

   BSE      X               X   

BlackRock New York Municipal Income Trust

   BNY      X               X   

BlackRock New York Municipal Income Trust II

   BFY      X               X   

BlackRock Real Asset Equity Trust

   BCF      X            

BlackRock Resources & Commodities Strategy Trust

   BCX      X            

BlackRock Utility and Infrastructure Trust

   BUI      X            

 

5


Fund Name

   Ticker    Class I(1)      Class II    Class III    Preferred
Shares
Nominees
Standing for
Election(2)
 

BlackRock Virginia Municipal Bond Trust

   BHV      X               X   

The BlackRock Pennsylvania Strategic Municipal Trust

   BPS      X               X   

The BlackRock Strategic Municipal Trust

   BSD      X               X   

 

(1)   

The Class I Board Nominees are Paul L. Audet, Michael J. Castellano, R. Glenn Hubbard and W. Carl Kester. For AMPS Funds, Paul L. Audet, Michael J. Castellano and R. Glenn Hubbard are voted upon by the common and preferred shareholders voting together as a single class, and W. Carl Kester, as the Preferred Shares Nominee, is voted upon by owners of the Preferred Shares voting as a separate class. For Funds other than the Preferred Funds, each nominee is voted upon by the common shareholders voting as a single class. Please see the description herein under “PROPOSAL 1 — ELECTION OF BOARD NOMINEES” for a more detailed discussion regarding the Preferred Shares Nominee.

(2)   

With respect to the Preferred Funds, Frank J. Fabozzi and W. Carl Kester are currently the Board Members elected solely by the owners of Preferred Shares. Frank J. Fabozzi’s term as Board Member is scheduled to expire in 2015 and therefore he is not standing for election this year as a Preferred Shares Nominee. Please see the description below under “PROPOSAL 1 — ELECTION OF BOARD NOMINEES” for a more detailed discussion regarding the Preferred Shares Nominee.

 

6


PROPOSAL 1—ELECTION OF BOARD NOMINEES

 

The purpose of Proposal 1 is to elect Board Members for each Fund.

 

Nominees for each Fund. The Board of each Fund consists of eleven Board Members, nine of whom are not “interested persons” of the Funds (as defined in the 1940 Act) (the “Independent Board Members”). The Funds divide their Board Members into three classes: Class I, Class II and Class III and generally only one class of Board Members stands for election each year. Only the Class I Board Members are standing for election this year. Each Class I Board Member elected at the meeting will serve until the later of the date of the 2017 annual meeting or until his or her successor is elected and qualifies, or until his or her earlier death, resignation, retirement or removal.

 

With respect to the Preferred Funds, the owners of Preferred Shares are entitled to vote as a separate class to elect two of the Board Members (the “Preferred Shares Nominees”) for the Preferred Fund in which they own Preferred Shares. This means that owners of Common Shares are not entitled to vote in connection with the election of the Preferred Shares Nominees. However, the owners of Common Shares and the owners of Preferred Shares, voting together as a single class, are entitled to elect the remainder of the Board Nominees. Frank J. Fabozzi and W. Carl Kester are currently the Board Members elected solely by the owners of Preferred Shares. Only W. Carl Kester is standing for election this year as a Preferred Shares Nominee. Frank J. Fabozzi’s term as Board Member is scheduled to expire in 2015 and therefore he is not standing for election this year as a Preferred Shares Nominee.

 

The Board recommends a vote “FOR” the election of Paul L. Audet, Michael J. Castellano, R. Glenn Hubbard and W. Carl Kester (the “Board Nominees”). To vote for the Board Nominees, please vote by telephone or via the Internet, as described in the proxy card, or date and sign the enclosed proxy card and return it promptly in the enclosed postage-paid envelope. Each of the Board Nominees has consented to being named in this Proxy Statement and to serve as a Board Member if elected.

 

Board Members’/Nominees’ Biographical Information. Please refer to the below table which identifies the Board Nominees, including any Preferred Shares Nominees, for election to the Board of each Fund and sets forth certain biographical information about the Board Members and/or Board Nominees, for all of the Funds. Please note that only the Class I Board Members and nominees for election as Class I Board Members are standing for election for the Funds. Each Board Nominee was nominated by the Governance and Nominating Committee of the Board of each respective Fund. Richard E. Cavanagh was selected to serve as the Chair and Karen P. Robards was selected to serve as the Vice Chair of each Board. All of the closed-end investment companies registered under the 1940 Act advised by the Advisor, including the Funds, are referred to collectively as the “Closed-End Complex.”

 

7


Name, Address
and Year of Birth

   Position(s)
Held with
Funds
   Term of
Office and
Length of
Time
Served*
  

Principal Occupation(s)
During Past Five Years

   Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen**
  

Other Public
Company or
Investment
Company
Directorships
Held
During Past
Five Years***

Non-Interested Board Members

           

Richard E. Cavanagh

55 East 52nd Street

New York, NY

10055

 

1946

   Chairman of
the Boards
   2016;
2007 to
present
   Trustee, Aircraft Finance Trust from 1999 to 2009; Director, The Guardian Life Insurance Company of America since 1998; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008 and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995 to 2007.    82 RICs
consisting
of 82
Portfolios
   Arch Chemical (chemical and allied products) from 1999 to 2011

Karen P. Robards

55 East 52nd Street

New York, NY

10055

 

1950

   Vice
Chairperson
of the
Boards and
Chairperson
of the Audit
Committee
   2015;
2007 to
present
   Partner of Robards & Company, LLC (financial advisory firm) since 1987; Co-founder and Director of the Cooke Center for Learning and Development (a not-for-profit organization) since 1987; Director of Care Investment Trust, Inc. (health care real estate investment trust) from 2007 to 2010; Investment Banker at Morgan Stanley from 1976 to 1987.    82 RICs
consisting
of 82
Portfolios
   AtriCure, Inc. (medical devices) since 2000; Greenhill & Co., Inc. since 2013

Michael J. Castellano (1)

55 East 52nd Street

New York, NY

10055

 

1946

   Director/
Trustee and
Member of
the Audit
Committee
   2014;
2011 to
present
   Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious (non-profit) since 2009; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012.    82 RICs
consisting
of 82
Portfolios
   None

 

8


Name, Address
and Year of Birth

   Position(s)
Held with
Funds
   Term of
Office and
Length of
Time
Served*
  

Principal Occupation(s)
During Past Five Years

   Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen**
  

Other Public
Company or
Investment
Company
Directorships
Held
During Past
Five Years***

Frank J. Fabozzi (2)

55 East 52nd Street

New York, NY

10055

 

1948

   Director/
Trustee
and
Member of
the Audit
Committee
   2015;
2007 to
present
   Editor of and Consultant for The Journal of Portfolio Management since 2006; Professor of Finance, EDHEC Business School since 2011; Professor in the Practice of Finance and Becton Fellow, Yale University School of Management from 2006 to 2011; Adjunct Professor of Finance and Becton Fellow, Yale University from 1994 to 2006.    115 RICs
consisting
of 237
Portfolios
   None

Kathleen F. Feldstein

55 East 52nd Street

New York, NY

10055

 

1941

   Director/
Trustee
   2016;

2007 to

present

   President of Economics Studies, Inc. (private economic consulting firm) since 1987; Chair, Board of Trustees, McLean Hospital from 2000 to 2008 and Trustee Emeritus thereof since 2008; Member of the Board of Partners Community Healthcare, Inc. from 2005 to 2009; Member of the Corporation of Partners HealthCare since 1995; Trustee, Museum of Fine Arts, Boston since 1992; Member of the Visiting Committee to the Harvard University Art Museum since 2003; Director, Catholic Charities of Boston since 2009.    82 RICs
consisting
of 82
Portfolios
   The McClatchy Company (publishing) since 2006

James T. Flynn

55 East 52nd Street

New York, NY

10055

 

1939

   Director/
Trustee
and
Member of
the Audit
Committee
   2015;

2007 to

present

   Chief Financial Officer of JPMorgan & Co., Inc. from 1990 to 1995.    82 RICs
consisting
of 82
Portfolios
   None

Jerrold B. Harris

55 East 52nd Street

New York, NY

10055

 

1942

   Director/
Trustee
   2016;

2007 to

present

   Trustee, Ursinus College since 2000; Director, Troemner LLC (scientific equipment) since 2000; Director, Ducks Unlimited, Inc. (conservation) since 2013; Director of Delta Waterfowl Foundation from 2010 to 2012.; President and Chief Executive Officer, VWR Scientific Products Corporation from 1990 to 1999.    82 RICs
consisting
of 82
Portfolios
   BlackRock Kelso Capital Corp. (business development company) since 2004

 

9


Name, Address
and Year of Birth

   Position(s)
Held with
Funds
   Term of
Office and
Length of
Time
Served*
  

Principal Occupation(s)
During Past Five Years

   Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen**
  

Other Public
Company or
Investment
Company
Directorships
Held
During Past
Five Years***

R. Glenn Hubbard (1)

55 East 52nd Street

New York, NY

10055

 

1958

   Director/
Trustee
   2014;

2007 to

present

   Dean, Columbia Business School since 2004; Faculty member, Columbia Business School since 1988.    82 RICs
consisting
of 82
Portfolios
   ADP (data and information services) since 2004; KKR Financial Corporation (finance) from 2004 to 2014; Metropolitan Life Insurance Company (insurance) since 2007

W. Carl Kester (1)(2)

55 East 52nd Street

New York, NY

10055

 

1951

   Director/
Trustee
and
Member of
the Audit
Committee
   2014;

2007 to

present

   George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008. Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program, from 1999 to 2005. Member of the faculty of Harvard Business School since 1981.    82 RICs
consisting
of 82
Portfolios
   None

Interested Board Members 

              

Paul L. Audet (1)

55 East 52nd Street

New York, NY

10055

 

1953

   Director/
Trustee
   2014;
2011 to
present
   Senior Managing Director of BlackRock and Head of U.S. Mutual Funds since 2011; Head of BlackRock’s Real Estate business from 2008 to 2011; Member of BlackRock’s Global Operating and Corporate Risk Management Committees since 2008; Head of BlackRock’s Global Cash Management business from 2005 to 2010; Acting Chief Financial Officer of BlackRock from 2007 to 2008; Chief Financial Officer of BlackRock from 1998 to 2005.    144 RICs
consisting
of 333
Portfolios
   None

 

10


Name, Address
and Year of Birth

   Position(s)
Held with
Funds
   Term of
Office and
Length of
Time
Served*
  

Principal Occupation(s)
During Past Five Years

   Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen**
  

Other Public
Company or
Investment
Company
Directorships
Held
During Past
Five Years***

Henry Gabbay (3)

55 East 52nd Street

New York, NY

10055

 

1947

   Director/
Trustee
   2016;
2007 to
present
   Consultant, BlackRock, Inc. from 2007 to 2008; Managing Director, BlackRock, Inc. from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Bond Allocation Target Shares from 2005 to 2007; Treasurer of certain closed-end funds in the BlackRock fund complex from 1989 to 2006.    144 RICs
consisting
of 333
Portfolios
   None

 

*   Date shown is the earliest date a person has served for the Funds covered by this Proxy Statement. Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Board Members as joining the Funds’ Boards in 2007, each Board Member first became a member of the board of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; Kathleen F. Feldstein, 2005; James T. Flynn, 1996; Jerrold B. Harris, 1999; R. Glenn Hubbard, 2004; W. Carl Kester, 1995 and Karen P. Robards, 1998. Each Independent Board Member will serve until his or her successor is elected and qualifies, or until his or her earlier death, resignation, retirement or removal, or until December 31 of the year in which he or she turns 74. The maximum age limitation may be waived as to any Board Member by action of a majority of the Board upon a finding of good cause therefor. In 2013, the Boards of the Funds unanimously approved extending the mandatory retirement age for James T. Flynn by one additional year, which the Boards believed would be in the best interest of shareholders. Mr. Flynn can serve until December 31 of the year in which he turns 75. Mr. Flynn turns 75 in 2014.
**   For purposes of this chart, “RICs” refers to investment companies registered under the 1940 Act and “Portfolios” refers to the investment programs of the BlackRock-advised funds. The Closed-End Complex is comprised of 82 RICs. Mr. Audet and Mr. Gabbay are also board members of two complexes of BlackRock registered open-end funds, the BlackRock Equity-Liquidity Complex and the BlackRock Equity-Bond Complex. Dr. Fabozzi is also a board member of the BlackRock Equity-Liquidity Complex.
***   Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.” Mr. Audet and Mr. Gabbay are also board members of two complexes of BlackRock registered open-end funds, the BlackRock Equity-Liquidity Complex and the BlackRock Equity-Bond Complex. Dr. Fabozzi is also a board member of the BlackRock Equity-Liquidity Complex.
  Mr. Audet is an “interested person,” as defined in the 1940 Act, of the Funds based on his position with BlackRock, Inc. and its affiliates as well as his ownership of BlackRock, Inc. securities. Mr. Gabbay is an “interested person” of the Funds based on his former positions with BlackRock, Inc. and its affiliates as well as his ownership of BlackRock, Inc. and The PNC Financial Services Group, Inc. securities. Mr. Audet and Mr. Gabbay are also board members of two complexes of BlackRock registered open-end funds, the BlackRock Equity-Liquidity Complex and the BlackRock Equity-Bond Complex. Interested Board Members serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. The maximum age limitation may be waived as to any Board Member by action of a majority of the Board Members upon a finding of good cause therefor.
(1)   

Class I Board Member and Board Nominee.

(2)   

Preferred Shares Nominees. Frank J. Fabozzi’s term as Board Member is scheduled to expire in 2015 and therefore he is not standing for election this year as a Preferred Shares Nominee.

(3)   

Mr. Gabbay has informed the Board that he intends to retire from the Board of each Fund on or about December 31, 2014.

 

The Independent Board Members have adopted a statement of policy that describes the experiences, qualifications, skills and attributes that are necessary and desirable for potential Independent Board Member candidates (the “Statement of Policy”). The Boards believe that each

 

11


Independent Board Member satisfied, at the time he or she was initially elected or appointed a Board Member, and continues to satisfy, the standards contemplated by the Statement of Policy as well as the standards set forth in each Fund’s By-laws. Furthermore, in determining that a particular Board Member was and continues to be qualified to serve as a Board Member, the Boards have considered a variety of criteria, none of which, in isolation, was controlling. The Boards believe that, collectively, the Board Members/Nominees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Boards to operate effectively in governing the Funds and protecting the interests of shareholders. Among the attributes common to all Board Members/Nominees is their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Funds’ investment adviser, sub-advisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Board Members. Each Board Member’s/Nominee’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a board member of the Funds or the other funds in the BlackRock fund complexes (and any predecessor funds), other investment funds, public companies, or not-for-profit entities or other organizations; ongoing commitment and participation in Board and committee meetings, as well as their leadership of standing and other committees throughout the years; or other relevant life experiences.

 

The following table discusses some of the experiences, qualifications and skills of each of our Board Members and/or Board Nominees that support the conclusion that they should serve (or continue to serve) on the Boards.

 

Board
Members/Nominees

  

Experience, Qualifications and Skills

Richard E. Cavanagh

   Mr. Cavanagh brings to the Boards a wealth of practical business knowledge and leadership as an experienced director/trustee of various public and private companies. In particular, because Mr. Cavanagh served for over a decade as President and Chief Executive Officer of The Conference Board, Inc., a global business research organization, he is able to provide the Boards with expertise about business and economic trends and governance practices. Mr. Cavanagh created the “blue ribbon” Commission on Public Trust and Private Enterprise in 2002, which recommended corporate governance enhancements. Mr. Cavanagh’s service as a director of The Guardian Life Insurance Company of America and as a senior advisor and director of The Fremont Group provides added insight into investment trends and conditions. Mr. Cavanagh’s long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Cavanagh’s independence from the Funds and the Funds’ investment advisor enhances his service as Chair of the Boards, Chair of the Leverage Committee, Chair of the Executive Committee and as a member of the Governance and Nominating Committee, Compliance Committee and Performance Oversight Committee.

 

12


Board
Members/Nominees

  

Experience, Qualifications and Skills

Karen P. Robards

   The Boards benefit from Ms. Robards’ many years of experience in investment banking and the financial advisory industry where she obtained extensive knowledge of the capital markets and advised clients on corporate finance transactions, including mergers and acquisitions and the issuance of debt and equity securities. Ms. Robards’ prior position as an investment banker at Morgan Stanley provides useful oversight of the Funds’ investment decisions and investment valuation processes. Additionally, Ms. Robards’ experience derived from serving as a director of Care Investment Trust, Inc., a health care real estate investment trust, provides the Boards with the benefit of her experience with the management practices of other financial companies. Ms. Robards’ long-standing service on the boards of the Closed-End Complex also provides her with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Ms. Robards’ knowledge of financial and accounting matters qualifies her to serve as Vice Chair of the Boards and as the Chair of each Fund’s Audit Committee. Ms. Robards’ independence from the Funds and the Funds’ investment advisor enhances her service as a member of the Performance Oversight Committee, Executive Committee, Governance and Nominating Committee and Leverage Committee.

Michael J. Castellano *

   The Boards benefit from Mr. Castellano’s career in accounting which spans over forty years. Mr. Castellano has served as Chief Financial Officer of Lazard Ltd. and as a Managing Director and Chief Financial Officer of Lazard Group. Prior to joining Lazard, Mr. Castellano held various senior management positions at Merrill Lynch & Co., including Senior Vice President — Chief Control Officer for Merrill Lynch’s capital markets businesses, Chairman of Merrill Lynch International Bank and Senior Vice President — Corporate Controller. Prior to joining Merrill Lynch & Co., Mr. Castellano was a partner with Deloitte & Touche where he served a number of investment banking clients over the course of his 24 years with the firm. Mr. Castellano’s knowledge of financial and accounting matters qualifies him to serve as a member of each Fund’s Audit Committee. Mr. Castellano’s independence from the Funds and the Funds’ investment advisor enhances his service as a member of the Audit Committee, Governance and Nominating Committee and Performance Oversight Committee.

 

13


Board
Members/Nominees

  

Experience, Qualifications and Skills

Frank J. Fabozzi

   Frank J. Fabozzi recently joined as a member of the boards of the funds in the Equity-Liquidity Complex. Dr. Fabozzi has served for over 25 years on the boards of registered investment companies. Dr. Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award given by the CFA Institute. The Boards benefit from Dr. Fabozzi’s experiences as a professor and author in the field of finance. Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrates his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed income securities and portfolio management, many of which are considered standard references in the investment management industry. Dr. Fabozzi’s long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Funds, their operations and the business and regulatory issues facing the Funds. Moreover, Dr. Fabozzi’s knowledge of financial and accounting matters qualifies him to serve as a member of each Fund’s Audit Committee. Dr. Fabozzi’s independence from the Funds and the Funds’ investment advisor enhances his service as Chair of the Performance Oversight Committee and as a member of the Governance and Nominating Committee and Leverage Committee.

Kathleen F. Feldstein

   Dr. Feldstein, who serves as President of Economics Studies, Inc., an economic consulting firm, benefits the Boards by providing business leadership and experience and knowledge of economics. The Boards benefit from Dr. Feldstein’s experience as a director/trustee of publicly traded and private companies, including financial services, technology and telecommunications companies. Dr. Feldstein’s long-standing service on the boards of the Closed-End Complex also provides her with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. In addition, Dr. Feldstein’s independence from the Funds and the Funds’ investment advisor enhances her service as a member of the Compliance Committee, Governance and Nominating Committee and Performance Oversight Committee.

James T. Flynn

   Mr. Flynn brings to the Boards a broad and diverse knowledge of business and capital markets as a result of his many years of experience in the banking and financial industry. Mr. Flynn’s five years as the Chief Financial Officer of JP Morgan & Co. provide the Boards with experience on financial reporting obligations and oversight of investments. Mr. Flynn’s long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Flynn’s knowledge of financial and accounting matters qualifies him to serve as a member of each Fund’s Audit Committee. Mr. Flynn’s independence from the Funds and the Funds’ investment advisor enhances his service as a member of the Governance and Nominating Committee and Performance Oversight Committee.

 

14


Board
Members/Nominees

  

Experience, Qualifications and Skills

Jerrold B. Harris

   Mr. Harris’s time as President and Chief Executive Officer of VWR Scientific Products Corporation brings to the Boards business leadership and experience and knowledge of the chemicals industry and national and international product distribution. Mr. Harris’s position as a director of BlackRock Kelso Capital Corporation brings to the Boards the benefit of his experience as a director of a business development company governed by the 1940 Act and allows him to provide the Boards with added insight into the management practices of other financial companies. Mr. Harris’s long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Funds, their operations and the business and regulatory issues facing the Funds. Mr. Harris’s independence from the Funds and the Funds’ investment advisor enhances his service as Chair of the Compliance Committee and as a member of the Governance and Nominating Committee and Performance Oversight Committee.

R. Glenn Hubbard *

   Dr. Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr. Hubbard serves as the Dean of Columbia Business School, has served as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr. Hubbard’s experience as an adviser to the President of the United States adds a dimension of balance to the Funds’ governance and provides perspective on economic issues. Dr. Hubbard’s service on the boards of KKR Financial Corporation, ADP and Metropolitan Life Insurance Company provides the Boards with the benefit of his experience with the management practices of other financial companies. Dr. Hubbard’s long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Hubbard’s independence from the Funds and the Funds’ investment advisor enhances his service as the Chair of the Governance and Nominating Committee and a member of the Compliance Committee and Performance Oversight Committee.

W. Carl Kester *

   The Boards benefit from Dr. Kester’s experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy Dean of Academic Affairs at Harvard Business School adds to the Board a wealth of expertise in corporate finance and corporate governance. Dr. Kester has authored and edited numerous books and research papers on both subject matters, including co-editing a leading volume of finance case studies used worldwide. Dr. Kester’s long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Dr. Kester’s knowledge of financial and accounting matters qualifies him to serve as a member of each Fund’s Audit Committee. Dr. Kester’s independence from the Funds and the Funds’ investment advisor enhances his service as a member of the Governance and Nominating Committee, Performance Oversight Committee and the Leverage Committee.

 

15


Board
Members/Nominees

  

Experience, Qualifications and Skills

Paul L. Audet *

   Mr. Audet has a wealth of experience in the investment management industry, including more than 13 years with BlackRock and over 30 years in finance and asset management. He also has expertise in finance, as demonstrated by his positions as Chief Financial Officer of BlackRock and head of BlackRock’s Global Cash Management business. Mr. Audet currently is a member of BlackRock’s Global Operating and Corporate Risk Management Committees. Prior to joining BlackRock, Mr. Audet was the Senior Vice President of Finance at PNC Bank Corp. and Chief Financial Officer of the investment management and mutual fund processing businesses and head of PNC’s Mergers & Acquisitions Unit. Mr. Audet serves as a member of the Executive Committee.

Henry Gabbay

   The Boards benefit from Mr. Gabbay’s many years of experience in administration, finance and financial services operations. Mr. Gabbay’s experience as a Managing Director of BlackRock, Chief Administrative Officer of BlackRock Advisors, LLC and President of BlackRock Funds provides the Board with insight into investment company operational, financial and investment matters. Mr. Gabbay’s former positions as Chief Administrative Officer of BlackRock Advisors, LLC and as Treasurer of certain closed-end funds in the Closed-End Complex provide the Boards with direct knowledge of the operations of the Funds and their investment advisor. Mr. Gabbay’s long-standing service on the boards of the Closed-End Complex also provides him with a specific understanding of the Funds, their operations, and the business and regulatory issues facing the Funds. Mr. Gabbay serves as a member of the Leverage Committee. Mr. Gabbay has informed the Board that he intends to retire from the Board of each Fund on or about December 31, 2014.

 

*   Class I Board Member and Board Nominee.

 

Board Leadership Structure and Oversight

 

The Boards consist of eleven Board Members, nine of whom are Independent Board Members. The investment companies registered under the 1940 Act that are advised by the Advisor are composed of the BlackRock Closed-End Complex, two complexes of open-end funds and one complex of exchange-traded funds. The Funds are included in the BlackRock Closed-End Complex. The Board Members also oversee the operations of other closed-end investment companies registered under the 1940 Act that are included in the BlackRock Closed-End Complex as directors or trustees.

 

The Boards have overall responsibility for the oversight of the Funds. The Chair of the Boards and the Chief Executive Officer are two different people. Not only is the Chair of the Boards an Independent Board Member, but the Chair of each Board committee (each, a “Committee”) is also an Independent Board Member. The Boards have six standing Committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee, a Leverage Committee and an Executive Committee. The Funds do not have a compensation committee because their executive officers, other than the Funds’ Chief Compliance Officer (“CCO”), do not receive any direct compensation from the Funds and the CCO’s compensation is comprehensively reviewed by the Boards. The role of the Chair of the Boards is to preside over all meetings of the Boards and to act as a liaison with service providers, officers, attorneys, and other Board Members between meetings. The Chair of each Committee performs a

 

16


similar role with respect to such Committee. The Chair of the Boards or Committees may also perform such other functions as may be delegated by the Boards or the Committees from time to time. The Independent Board Members meet regularly outside the presence of the Funds’ management, in executive sessions or with other service providers to the Funds. The Boards have regular meetings five times a year, including a meeting to consider the approval of the Funds’ investment management agreements, and if necessary, may hold special meetings before their next regular meeting. Each Committee meets regularly to conduct the oversight functions delegated to that Committee by the Boards and reports its findings to the Boards. The Boards and each standing Committee conduct annual assessments of their oversight function and structure. The Boards have determined that the Boards’ leadership structure is appropriate because it allows the Boards to exercise independent judgment over management and to allocate areas of responsibility among Committees and the Boards to enhance oversight.

 

The Boards decided to separate the roles of Chair and Chief Executive Officer because they believe that an independent Chair:

 

   

increases the independent oversight of the Funds and enhances the Boards’ objective evaluation of the Chief Executive Officer;

 

   

allows the Chief Executive Officer to focus on the Funds’ operations instead of Board administration;

 

   

provides greater opportunities for direct and independent communication between shareholders and the Boards; and

 

   

provides an independent spokesman for the Funds.

 

The Boards have engaged the Advisor to manage the Funds on a day-to-day basis. Each Board is responsible for overseeing the Advisor, other service providers, the operations of each Fund and associated risks in accordance with the provisions of the 1940 Act, state law, other applicable laws, each Fund’s charter, and each Fund’s investment objective(s) and strategies. The Boards review, on an ongoing basis, the Funds’ performance, operations, and investment strategies and techniques. The Boards also conduct reviews of the Advisor and its role in running the operations of the Funds.

 

Day-to-day risk management with respect to the Funds is the responsibility of the Advisor or other service providers (depending on the nature of the risk), subject to the supervision of the Advisor. The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by the Advisor or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight is part of the Boards’ general oversight of the Funds and is addressed as part of various Board and Committee activities. The Boards, directly or through Committees, also review reports from, among others, management, the independent registered public accounting firm for the Funds, the Advisor, and internal auditors for the Advisor or its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service provider’s risk functions. The Committee system facilitates the timely and efficient consideration of matters by the Board Members and facilitates effective oversight of compliance with legal and regulatory requirements and of the Funds’ activities and associated risks. The Boards have appointed a Chief Compliance Officer, who oversees the implementation and testing of the Funds’ compliance program and reports regularly to the Boards regarding compliance matters for the Funds and their service providers. The Independent Board Members have engaged independent legal counsel to assist them in performing their oversight responsibilities.

 

Compensation. Information relating to compensation paid to the Board Members for each Fund’s most recent fiscal year is set forth in Appendix B.

 

17


Equity Securities Owned by Board Members and Board Nominees. Information relating to the amount of equity securities owned by Board Members/Nominees in the Funds that they are nominated to oversee, as well as certain other funds in the Closed-End Complex, as of April 30, 2014 is set forth in Appendix C.

 

Attendance of Board Members at Annual Shareholders’ Meetings. It is the policy of all the Funds to encourage Board Members to attend the annual shareholders’ meeting. All of the Board Members of each Fund, except for Mr. James T. Flynn, attended last year’s annual shareholders’ meeting.

 

Board Meetings. During the calendar year 2013, the Board of each Fund, except BIT, met 9 times. BIT commenced operations on February 27, 2013. During the calendar year 2013, the Board of BIT met 8 times. Information relating to the number of times that the Boards met during each Fund’s most recent fiscal year is set forth in Appendix D. No incumbent Board Member attended less than 75% of the aggregate number of meetings of each Board and of each Committee on which the Board Member served during each Fund’s most recently completed fiscal year.

 

Standing Committees of the Boards. Information relating to the various standing committees of the Boards is set forth in Appendix E.

 

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Funds’ Board Members, executive officers, persons who own more than ten percent of a registered class of a Fund’s equity securities, the Advisor and certain officers of the Advisor (the “Section 16 insiders”), including in some cases former board members for a period of up to 6 months, to file reports on holdings of, and transactions in, Fund shares with the Securities and Exchange Commission (“SEC”) and to furnish the Funds with copies of all such reports. Based solely on a review of copies of such reports furnished to the relevant Funds and representations from these reporting persons, each Fund believes that its Section 16 insiders met all such applicable SEC filing requirements for the Funds’ most recently concluded fiscal year, except for any late filings disclosed in previous proxy statements and certain inadvertent late filings. For BlackRock Real Asset Equity Trust (BCF) and BlackRock Energy and Resources Trust (BGR), portfolio managers Poppy Allonby and Robin Batchelor each had one inadvertent late filing during each Fund’s last fiscal year relating to their initial filing under Section 16(a) of the Exchange Act. For BlackRock Resources & Commodities Strategy Trust (BCX), Portfolio Managers Richard Davis, Joshua Freedman and Thomas Holl each had one inadvertent late filing during BCX’s last fiscal year relating to their initial filing under Section 16(a) of the Exchange Act. For BlackRock Credit Allocation Income Trust (BTZ) there was one inadvertent late filing by Jerrold B. Harris, a Board Member, relating to one transaction for that Fund, during that Fund’s current fiscal year. Such late filings were due to administrative errors and no fault of these portfolio managers or Mr. Harris whatsoever.

 

Executive Officers of the Funds. Information about the executive officers of each Fund, including their year of birth and their principal occupations during the past five years, is set forth in Appendix F.

 

Your Board recommends that you vote “FOR” the election of each Board Nominee to the Board of your Fund(s).

 

VOTE REQUIRED AND MANNER OF VOTING PROXIES

 

A quorum of shareholders is required to take action at each meeting. For BKN, BKT, BNA, and MUA, the holders of 1/3 of the shares entitled to vote on any matter at a shareholder meeting, either present in person or by proxy, shall constitute a quorum for purposes of conducting business on such matter. For the remainder of the Funds, the holders of a majority of the shares

 

18


entitled to vote on any matter at a shareholder meeting present in person or by proxy shall constitute a quorum for purposes of conducting business on such matter. The affirmative vote of a plurality of the votes cast with respect to a Board Nominee at a meeting at which a quorum is present is necessary to elect each of the respective Board Nominees under Proposal 1 for each respective Fund. Because each Fund requires the affirmative vote of a plurality of votes to elect each of the Board Nominees, withheld votes and broker non-votes, if any, will not have an effect on the outcome of Proposal 1.

 

Votes cast by proxy or in person at each meeting will be tabulated by the inspectors of election appointed for that meeting. The inspectors of election will determine whether or not a quorum is present at the meeting. The inspectors of election will treat withheld votes and broker non-votes, if any, as present for purposes of determining a quorum. Broker non-votes occur when shares held are by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) voting instructions have not been received from the beneficial owners or persons entitled to vote, (b) the broker or nominee does not have discretionary voting power or elects not to exercise discretion on a particular matter and (c) the shares are present at the meeting. Preferred Shares of any Fund held in “street name” may be counted for purposes of establishing a quorum of shareholders of that Fund if no instructions are received one business day before the applicable meeting or, if adjourned, postponed, or delayed, one business day before the day to which the meeting is adjourned, postponed, or delayed.

 

If you hold your shares directly (not through a broker-dealer, bank or other financial institution) and if you return a signed and dated proxy card that does not specify how you wish to vote on a proposal, your shares will be voted “FOR” the Board Nominees in Proposal 1.

 

Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on Proposal 1 before the meeting. The Funds understand that, under the rules of the New York Stock Exchange and NYSE MKT, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Proposal 1 is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their shares voted by broker-dealer firms in favor of Proposal 1. A properly executed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of Proposal 1.

 

If you hold shares of a Fund through a bank or other financial institution or intermediary (called a service agent), the service agent may be the record holder of your shares. At the shareholder meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A properly executed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a proposal may be deemed to authorize a service provider to vote such shares in favor of the proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but is not required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as “echo voting.”

 

If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, and if you do not give specific voting instructions for your

 

19


shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer or service agent specific instructions as to how you want your shares to be voted.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board Members, including a majority of the Independent Board Members, of each Fund have selected Deloitte & Touche LLP (“D&T”) as the independent registered public accounting firm for the Funds.

 

A representative of D&T is expected to be present at the meeting. The representative of D&T will have the opportunity to make a statement at the meeting if he desires to do so and is expected to be available to respond to appropriate questions.

 

Each Fund’s Audit Committee has discussed the matters required by the Statement on Auditing Standards No. 114, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.

 

Each Fund’s Audit Committee has received from D&T the written disclosures and the letter required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, and has discussed D&T’s independence with D&T, and has considered the compatibility of non-audit services with the independence of the independent registered public accounting firm.

 

Each Fund’s Audit Committee also reviews and discusses the Fund’s financial statements with Fund management and the independent registered public accounting firm. If any material concerns arise during the course of the audit and the preparation of the audited financial statements mailed to shareholders and included in the Fund’s Annual Report to Shareholders, the Audit Committee would be notified by Fund management or the independent registered public accounting firm. The Audit Committees received no such notifications for any Fund during its most recently completed fiscal year. Following each Fund’s Audit Committee’s review and discussion of the Fund’s independent registered public accounting firm, pursuant to authority delegated by its respective Board, each Fund’s Audit Committee approved the respective Fund’s audited financial statements for the Fund’s most recently completed fiscal year (each Fund’s fiscal year end is set forth in Appendix G) for inclusion in the Fund’s Annual Report to Shareholders.

 

Appendix G sets forth for each Fund the fees billed by that Fund’s independent registered public accounting firm for the two most recent fiscal years for all audit, non-audit, tax and all other services provided directly to the Fund. The fee information in Appendix G is presented under the following captions:

 

(a)    Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses.

 

(b)    Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

 

20


(c)    Tax Fees—fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.

 

(d)    All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

 

Each Fund’s Audit Committee is required to approve all audit engagement fees and terms for the Fund. Each Fund’s Audit Committee also is required to consider and act upon (i) the provision by the Fund’s independent registered public accounting firm of any non-audit services to the Fund, and (ii) the provision by the Fund’s independent registered public accounting firm of non-audit services to BlackRock and any entity controlling, controlled by or under common control with BlackRock that provides ongoing services to the Fund (“Affiliated Service Providers”) to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. See Appendix G to this Proxy Statement for information about the fees paid by the Funds, their investment advisers, and Affiliated Service Providers to each Fund’s independent registered public accounting firm.

 

The Audit Committee of each Fund complies with applicable laws and regulations with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to a Fund on an annual basis require specific pre-approval by the Fund’s Audit Committee. As noted above, each Fund’s Audit Committee must also approve other non-audit services provided by the Fund’s independent registered public accounting firm to the Fund and to the Fund’s Affiliated Service Providers that relate directly to the operations and financial reporting of the Fund. Each Fund’s Audit Committee has implemented policies and procedures by which such services may be approved other than by the full Audit Committee. Subject to such policies and procedures, including applicable dollar limitations, each Fund’s Audit Committee may pre-approve, without consideration on a specific case-by-case basis (“general pre-approval”), certain permissible non-audit services that the Audit Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent registered public accounting firm. Each service approved subject to general pre-approval is presented to each Fund’s Audit Committee for ratification at the next regularly scheduled in-person board meeting.

 

For each Fund’s two most recently completed fiscal years, there were no services rendered by D&T to the Funds for which the general pre-approval requirement was waived.

 

Each Fund’s Audit Committee has considered the provision of non-audit services that were rendered by D&T to the Fund’s Affiliated Service Providers that were not pre-approved (and did not require pre-approval) in connection with determining such auditor’s independence. All services provided by D&T to each Fund and each Fund’s Affiliated Service Provider that required pre-approval were pre-approved during the Fund’s most recently completed fiscal year.

 

The Audit Committee of each Fund consists of the following Board Members:

 

Karen P. Robards (Chair);

Michael J. Castellano;

Frank J. Fabozzi;

James T. Flynn; and

W. Carl Kester.

 

21


ADDITIONAL INFORMATION

 

5% Beneficial Share Ownership

 

As of April 30, 2014, to the best of the Funds’ knowledge, the persons listed in Appendix H beneficially owned more than 5% of the outstanding shares of the class of the Fund(s) indicated.

 

Submission of Shareholder Proposals

 

A shareholder proposal intended to be presented at a future meeting of shareholders of a Fund must be received at the offices of the Fund, Park Avenue Plaza, 40 East 52nd Street, New York, NY 10055, in accordance with the timing requirements set forth below. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.

 

If a Fund shareholder intends to present a proposal at the 2015 annual meeting of the Fund’s shareholders and desires to have the proposal included in such Fund’s proxy statement and form of proxy for that meeting pursuant to Rule 14a-8 under the Exchange Act, the shareholder must deliver the proposal to the offices of the appropriate Fund by Friday, February 13, 2015. In the event a Fund moves the date of its 2015 annual shareholder meeting by more than 30 days from the anniversary of its 2014 annual shareholder meeting, under current rules, shareholder submissions of proposals for inclusion in such Fund’s proxy statement and proxy card for the 2015 annual shareholder meeting pursuant to Rule 14a-8 under the Exchange Act must be delivered to the Fund at a reasonable time before the Fund begins to print and send its proxy materials.

 

Shareholders who do not wish to submit a proposal for inclusion in a Fund’s proxy statement and form of proxy for the 2015 annual shareholder meeting in accordance with Rule 14a-8 under the Exchange Act may submit a proposal for consideration at the 2015 annual shareholder meeting in accordance with the By-laws of the Fund. The By-laws for all of the Funds require that advance notice be given to the Fund in the event a shareholder desires to transact any business, including business from the floor, at an annual meeting of shareholders, including the nomination of Board Members. Notice of any such business or nomination for consideration at the 2015 annual shareholder meeting must be in writing, comply with the requirements of the Fund’s By-laws and be received by the Fund between Monday, March 2, 2015 and Wednesday, April 1, 2015.

 

In order for a shareholder proposal made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposal must be received at the Fund’s principal executive offices by Wednesday, April 1, 2015. In the event a Fund moves the date of its 2015 annual shareholder meeting by more than 25 days from the anniversary of its 2014 annual shareholder meeting, shareholders who wish to submit a proposal or nomination for consideration at the 2015 annual shareholder meeting in accordance with the advance notice provisions of the By-laws of a Fund must deliver such proposal or nomination not later than the close of business on the tenth day following the day on which the notice of the date of the meeting was mailed or such public disclosure of the meeting date was made, whichever comes first. If such proposals are not “timely” within the meaning of Rule 14a-4(c), then proxies solicited by the Board for 2015’s annual shareholder meeting may confer discretionary authority to the Board to vote on such proposals.

 

Copies of the By-laws of each Fund are available on the EDGAR Database on the SEC’s website at www.sec.gov. Each Fund will also furnish, without charge, a copy of its By-laws to a shareholder upon request. Such requests should be directed to the appropriate Fund at 100 Bellevue Parkway, Wilmington, DE 19809, or by calling toll free at 1-800-882-0052. For further information, please see Appendix E — Standing Committees of the Boards — Governance and Nominating Committee.

 

22


For all Funds, written proposals (including nominations of Board Members) and notices should be sent to the Secretary of the Fund, 40 East 52nd Street, New York, NY 10022.

 

Shareholder Communications

 

Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary of the Fund, 40 East 52nd Street, New York, NY 10022. Shareholders may communicate with the Boards electronically by sending an e-mail to closedendfundsbod@blackrock.com. The communication should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates, it will be sent only to that Board Member. If a communication does not indicate a specific Board Member, it will be sent to the Chair of the Governance and Nominating Committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons.

 

Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the CCO, 100 Bellevue Parkway, Wilmington, DE 19809. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis.

 

Expense of Proxy Solicitation

 

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement, and costs in connection with the solicitation of proxies will be borne by the Funds. Additional out-of-pocket costs, such as legal expenses and auditor fees, incurred in connection with the preparation of this Proxy Statement, also will be borne by the Funds. Costs that are borne by the Funds collectively will be allocated among the Funds on the basis of a combination of their respective net assets and number of shareholder accounts, except when direct costs can be reasonably attributed to one or more specific Fund(s).

 

Solicitation may be made by mail, telephone, fax, e-mail or the Internet by officers or employees of the Advisor, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. The Funds will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. The Funds and BlackRock have retained Georgeson Inc. (“Georgeson”), 480 Washington Blvd, 26th Floor, Jersey City, NJ 07310, a proxy solicitation firm, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies. It is anticipated that Georgeson will be paid approximately $106,000 for such services (including reimbursements of out-of-pocket expenses). Georgeson may solicit proxies personally and by mail, telephone, fax, e-mail or the Internet. Each Fund’s portion of the foregoing expenses is not subject to any cap or voluntary agreement to waive fees and/or reimburse expenses that may otherwise apply to that Fund.

 

If You Plan to Attend the Annual Meeting

 

Attendance at the annual meeting will be limited to each Funds’ shareholders as of the Record Date. Each shareholder will be asked to present valid photographic identification, such as a valid driver’s license or passport. Shareholders holding shares in brokerage accounts or by a bank or other nominee will be required to show satisfactory proof of ownership of shares in a Fund, such as a voting instruction form (or a copy thereof) or a letter from the shareholder’s bank, broker or other nominee or a brokerage statement or account statement reflecting share ownership as of the Record Date. Cameras, recording devices and other electronic devices will not be permitted at the annual meeting.

 

23


If you are a registered shareholder, you may vote your shares in person by ballot at the annual meeting. If you hold your shares in a brokerage account or through a broker, bank or other nominee, you will not be able to vote in person at the annual meeting, unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the annual meeting.

 

Privacy Principles of the Funds

 

The Funds are committed to maintaining the privacy of their current and former shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Funds collect, how the Funds protect that information and why, in certain cases, the Funds may share such information with select parties.

 

The Funds obtain or verify personal non-public information from and about you from different sources, including the following: (i) information the Funds receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with the Funds, their affiliates or others; (iii) information the Funds receive from a consumer reporting agency; and (iv) information the Funds receive from visits to the Funds’ or their affiliates’ websites.

 

The Funds do not sell or disclose to non-affiliated third parties any non-public personal information about their current and former shareholders, except as permitted by law or as is necessary to respond to regulatory requests or to service shareholder accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.

 

The Funds may share information with their affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, the Funds restrict access to non-public personal information about their current and former shareholders to those BlackRock employees with a legitimate business need for the information. The Funds maintain physical, electronic and procedural safeguards that are designed to protect the non-public personal information of their current and former shareholders, including procedures relating to the proper storage and disposal of such information.

 

If you are located in a jurisdiction where specific laws, rules or regulations require a Fund to provide you with additional or different privacy-related rights beyond what is set forth above, then the Fund will comply with those specific laws, rules or regulations.

 

General

 

Management does not intend to present and does not have reason to believe that any other items of business will be presented at the 2014 annual shareholder meeting. However, if other matters are properly presented to the meeting for a vote, the proxies will be voted by the persons named in the enclosed proxy upon such matters in accordance with their judgment of what is in the best interests of the Fund.

 

A list of each Fund’s shareholders of record as of the Record Date will be available for inspection at the shareholder meeting. For each Delaware Trust, a list of shareholders of record as of the Record Date will be available at the offices of the Funds, 100 Bellevue Parkway, Wilmington, DE 19809, for inspection by such Fund’s shareholders during regular business hours beginning ten days prior to the date of the meeting.

 

24


Failure of a quorum to be present at any meeting may necessitate adjournment. The persons named in the enclosed proxy may also move for an adjournment of any meeting to permit further solicitation of proxies with respect to a proposal if they determine that adjournment and further solicitation is reasonable and in the best interests of shareholders. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in person or by proxy and entitled to vote at the time of the meeting to be adjourned. Any adjourned meeting or meetings may be held without another notice. The persons named in the enclosed proxy will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation is reasonable and in the best interests of the Fund’s shareholders. For purposes of determining the presence of a quorum, withheld votes and broker non-votes, if any, will be treated as shares that are present at the meeting.

 

Please vote promptly by signing and dating each enclosed proxy card, and if received by mail, returning it (them) in the accompanying postage-paid return envelope OR by following the enclosed instructions to provide voting instructions by telephone or via the Internet.

 

By Order of the Boards,

 

Janey Ahn

Secretary of the Funds

 

June 13, 2014

 

25


Appendix A – Fund Information

 

The following table lists, with respect to each Fund, the total number of shares outstanding and the managed assets of the Fund on June 3, 2014, the record date for voting at the meeting. All Funds have a policy to encourage Board Members to attend the annual meeting.

 

Ticker

  

Fund

 

Form of Organization

   Total
Common
Shares
Outstanding
  Total
AMPS
Shares
    Total
VRDP
Shares
    Total
VMTP
Shares
    Total
RVMTP
Shares
    Managed
Assets ($)
(‘000s)*

BAF

  

BlackRock Municipal Income Investment Quality Trust †

  Delaware Statutory Trust    8,749,418     N/A        N/A        422        N/A      211,225,233

BBF

  

BlackRock Municipal Income Investment Trust †

  Delaware Statutory Trust    6,704,527     N/A        342        N/A        N/A      165,326,612

BBK

  

BlackRock Municipal Bond Trust †

  Delaware Statutory Trust    10,510,852     N/A        N/A        799        N/A      268,374,937

BBN

  

BlackRock Build America Bond Trust

  Delaware Statutory Trust    57,103,349     N/A        N/A        N/A        N/A      1,903,722,624

BCF

  

BlackRock Real Asset Equity Trust

  Delaware Statutory Trust    57,173,280     N/A        N/A        N/A        N/A      599,421,497

BCX

  

BlackRock Resources & Commodities Strategy Trust

  Delaware Statutory Trust    46,575,310     N/A        N/A        N/A        N/A      653,436,217

BDJ

  

BlackRock Enhanced Equity Dividend Trust

  Delaware Statutory Trust    179,482,756     N/A        N/A        N/A        N/A      1,665,066,707

BFK

  

BlackRock Municipal Income Trust †

  Delaware Statutory Trust    44,742,403     N/A        N/A        2,708        N/A      1,047,199,439

BFO

  

BlackRock Florida Municipal 2020 Term Trust †

  Delaware Statutory Trust    5,562,128     25        N/A        N/A        N/A      88,318,694

BFY

  

BlackRock New York Municipal Income Trust II †

  Delaware Statutory Trust    4,998,911     N/A        444        N/A        N/A      126,327,213

BFZ

  

BlackRock California Municipal Income Trust †

  Delaware Statutory Trust    31,874,095     N/A        N/A        1,713        N/A      783,605,991

BGR

  

BlackRock Energy and Resources Trust

  Delaware Statutory Trust    29,766,217     N/A        N/A        N/A        N/A      856,988,217

BGT

  

BlackRock Floating Rate Income Trust

  Delaware Statutory Trust    23,663,232     N/A        N/A        N/A        N/A      463,243,490

BGY

  

BlackRock International Growth and Income Trust

  Delaware Statutory Trust    109,989,277     N/A        N/A        N/A        N/A      978,929,201

BHK

  

BlackRock Core Bond Trust

  Delaware Statutory Trust    27,041,847     N/A        N/A        N/A        N/A      571,918,306

BHL

  

BlackRock Defined Opportunity Credit Trust

  Delaware Statutory Trust    9,044,041     N/A        N/A        N/A        N/A      171,288,017

 

A-1


Ticker

  

Fund

 

Form of Organization

   Total
Common
Shares
Outstanding
  Total
AMPS
Shares
    Total
VRDP
Shares
    Total
VMTP
Shares
    Total
RVMTP
Shares
    Managed
Assets ($)
(‘000s)*

BHV

  

BlackRock Virginia Municipal Bond Trust †

  Delaware Statutory Trust    1,590,137     N/A        116        N/A        N/A      39,614,722

BIE

  

BlackRock Municipal Bond Investment Trust †

  Delaware Statutory Trust    3,338,684     N/A        178        N/A        N/A      87,600,742

BIT

  

BlackRock Multi-Sector Income Trust

  Delaware Statutory Trust    38,421,624     N/A        N/A        N/A        N/A      1,346,136,071

BJZ

  

BlackRock California Municipal 2018 Term Trust

  Delaware Statutory Trust    6,433,028     99 **      N/A        N/A        N/A      102,037,918

BKK

  

BlackRock Municipal 2020 Term Trust †

  Delaware Statutory Trust    20,236,628     2,388        N/A        N/A        N/A      402,105,170

BKN

  

BlackRock Investment Quality Municipal Trust, Inc. †

  Maryland Corporation    17,166,960     N/A        N/A        1,259        N/A      417,904,258

BKT

  

BlackRock Income Trust, Inc.

  Maryland Corporation    63,942,535     N/A        N/A        N/A        N/A      659,464,953

BLE

  

BlackRock Municipal Income Trust II †

  Delaware Statutory Trust    23,453,016     N/A        N/A        1,513        N/A      576,850,887

BLH

  

BlackRock New York Municipal 2018 Term Trust †

  Delaware Statutory Trust    3,633,028     582        N/A        N/A        N/A      71,937,661

BLJ

  

BlackRock New Jersey Municipal Bond Trust †

  Delaware Statutory Trust    2,324,917     N/A        187        N/A        N/A      60,334,397

BLW

  

BlackRock Limited Duration Income Trust

  Delaware Statutory Trust    37,003,854     N/A        N/A        N/A        N/A      931,736,405

BME

  

BlackRock Health Sciences Trust

  Delaware Statutory Trust    7,788,926     N/A        N/A        N/A        N/A      280,429,081

BNA

  

BlackRock Income Opportunity Trust, Inc.

  Maryland Corporation    34,456,370     N/A        N/A        N/A        N/A      570,831,818

BNJ

  

BlackRock New Jersey Municipal Income Trust †

  Delaware Statutory Trust    7,656,577     N/A        N/A        591        N/A      195,926,453

BNY

  

BlackRock New York Municipal Income Trust †

  Delaware Statutory Trust    12,914,274     N/A        N/A        945        N/A      312,325,069

BOE

  

BlackRock Global Opportunities Equity Trust

  Delaware Statutory Trust    69,483,161     N/A        N/A        N/A        N/A      1,140,245,582

BPK

  

BlackRock Municipal 2018 Term Trust †

  Delaware Statutory Trust    15,908,028     2,220        N/A        N/A        N/A      311,969,536

BPS

  

The BlackRock Pennsylvania Strategic Municipal Trust †

  Delaware Statutory Trust    2,032,115     N/A        163        N/A        N/A      46,126,630

 

A-2


Ticker

  

Fund

 

Form of Organization

   Total
Common
Shares
Outstanding
  Total
AMPS
Shares
    Total
VRDP
Shares
    Total
VMTP
Shares
    Total
RVMTP
Shares
    Managed
Assets ($)
(‘000s)*

BQH

  

BlackRock New York Municipal Bond Trust †

  Delaware Statutory Trust    2,800,105     N/A        221        N/A        N/A      69,899,417

BQR

  

BlackRock EcoSolutions Investment Trust

  Delaware Statutory Trust    12,564,457     N/A        N/A        N/A        N/A      117,257,671

BQY

  

BlackRock Dividend Income Trust

  Delaware Statutory Trust    6,033,028     N/A        N/A        N/A        N/A      88,763,797

BSD

  

The BlackRock Strategic Municipal Trust †

  Delaware Statutory Trust    7,304,904     N/A        N/A        429        N/A      168,794,156

BSE

  

BlackRock New York Municipal Income Quality Trust †

  Delaware Statutory Trust    6,519,660     N/A        405        N/A        N/A      152,100,733

BTA

  

BlackRock Long-Term Municipal Advantage Trust

  Delaware Statutory Trust    13,422,247     N/A        N/A        N/A        N/A      253,204,670

BTT

  

BlackRock Municipal Target Term Trust †

  Delaware Statutory Trust    70,505,571     N/A        N/A        N/A        150      2,484,409,758

BTZ

  

BlackRock Credit Allocation Income Trust

  Delaware Statutory Trust    108,088,170     N/A        N/A        N/A        N/A      2,382,570,609

BUI

  

BlackRock Utility and Infrastructure Trust

  Delaware Statutory Trust    16,906,964     N/A        N/A        N/A        N/A      375,784,325

BYM

  

BlackRock Municipal Income Quality Trust †

  Delaware Statutory Trust    26,406,273     N/A        N/A        1,372        N/A      636,875,418

BZM

  

BlackRock Maryland Municipal Bond Trust †

  Delaware Statutory Trust    2,074,338     N/A        160        N/A        N/A      48,406,091

MUA

  

BlackRock MuniAssets Fund, Inc.

  Maryland Corporation    35,783,679     N/A        N/A        N/A        N/A      564,843,129

 

  Denotes a Preferred Fund.
*   “Managed Assets” means the total assets of the Fund minus its accrued liabilities (other than aggregate indebtedness constituting financial leverage).
**   BJZ has redeemed all of its outstanding Preferred Shares as of the date of filing of this Proxy Statement.

 

A-3


Appendix B – Compensation of the Board Members

 

Each Board Member who is an Independent Board Member is paid an annual retainer of $250,000 per year for his or her services as a Board Member of all funds in the BlackRock Closed-End Complex that are overseen by the respective director/trustee, and each Board Member may also receive a $10,000 board meeting fee for special unscheduled meetings or meetings in excess of six Board meetings held in a calendar year, together with out-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. In addition, the Chair and Vice Chair of the Board are paid an additional annual retainer of $120,000 and $40,000, respectively. The Chairs of the Audit Committee, Compliance Committee, Governance and Nominating Committee, and Performance Oversight Committee are paid an additional annual retainer of $35,000, $20,000, $10,000 and $20,000, respectively. Each Audit Committee and Leverage Committee member is paid an additional annual retainer of $25,000 for his or her service on such committee. For the year ended December 31, 2013, the Closed-End Complex reimbursed Independent Board Member expenses in an aggregate amount of approximately $57,957. Each Fund shall pay a pro rata portion quarterly (based on relative net assets) of the foregoing Board Member fees paid by the funds in the Closed-End Complex.

 

Mr. Gabbay is an “interested person” of the Funds (as defined in the 1940 Act) and serves as an interested Board Member of three groups of BlackRock-advised funds — the Closed-End Complex, the Equity-Liquidity Complex and the Equity-Bond Complex. Mr. Gabbay receives for his services as a Board Member of such BlackRock Fund Complexes (i) an annual retainer of $550,000, paid quarterly in arrears, allocated to the BlackRock-advised funds in these three BlackRock Fund Complexes, including the Funds, based on their relative net assets and (ii) with respect to each of the two open-end BlackRock Fund Complexes, a Board meeting fee of $3,750 (with respect to meetings of the Equity-Liquidity Complex) and $18,750 (with respect to meetings of the Equity-Bond Complex) to be paid for attendance at each Board meeting up to five Board meetings held in a calendar year by each such complex (compensation for meetings in excess of this number to be determined on a case-by-case basis). Mr. Gabbay is also reimbursed for out-of-pocket expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. Mr. Gabbay’s compensation for serving on the boards of the funds in these three BlackRock Fund Complexes (including the Funds) is equal to 75% of each Board Member retainer and, as applicable, of each Board meeting fee (without regard to additional fees paid to Board and Committee chairs) received by the Independent Board Members serving on such boards, as well as the full Leverage Committee member retainer. The boards of the Funds or of any other BlackRock-advised fund in a BlackRock Fund Complex may modify the board members’ compensation from time to time depending on market conditions and accordingly Mr. Gabbay’s compensation would be impacted by those modifications.

 

Dr. Fabozzi was appointed to serve as a member of the boards of the Equity-Liquidity Complex effective April 1, 2014. Dr. Fabozzi is paid a retainer of $206,250 for his services as a board member of all funds in the BlackRock Equity-Liquidity Complex for the remainder of 2014 (and an annual retainer of $275,000 per year thereafter). Dr. Fabozzi may also receive a $5,000 board meeting fee to be paid for each in-person board meeting attended (a $2,500 board meeting fee for telephonic attendance at regular board meetings), for up to five board meetings held in a calendar year (compensation for meetings in excess of this number to be determined on a case-by-case basis), together with out of pocket expenses in accordance with a board policy on travel and other business expenses relating to attendance at meetings. Dr. Fabozzi is currently a member of the audit committee and performance oversight committee of the BlackRock-advised funds in the Equity-Liquidity Complex. Dr. Fabozzi receives $7,500 for each standing committee on which he serves for the remainder of 2014 (and $10,000 per year thereafter) for up to two standing Committee assignments but is not paid this amount for serving on a committee which he chairs.

 

B-1


Dr. Fabozzi was paid a consulting fee of $50,000 for attending a board meeting of the Equity-Liquidity Complex in February 2014. The boards of the Funds or of any other BlackRock-advised fund in a BlackRock Fund Complex may modify the board members’ compensation from time to time depending on market conditions and accordingly Dr. Fabozzi’s compensation would be impacted by those modifications.

 

The Independent Board Members have agreed that a maximum of 50% of each Independent Board Member’s total compensation paid by funds in the Closed-End Complex may be deferred pursuant to the Closed-End Complex’s deferred compensation plan. Under the deferred compensation plan, deferred amounts earn a return for the Independent Board Members as though equivalent dollar amounts had been invested in common shares of certain funds in the Closed-End Complex selected by the Independent Board Members. This has approximately the same economic effect for the Independent Board Members as if they had invested the deferred amounts in such other funds in the Closed-End Complex. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of a fund and are recorded as a liability for accounting purposes.

 

The following table sets forth the aggregate compensation, including deferred compensation amounts, paid to each Independent Board Member and Mr. Gabbay by each Fund during its most recently completed fiscal year and by the Closed-End Complex for the most recently completed calendar year. Mr. Audet serves without compensation from the Funds because of his affiliation with BlackRock, Inc. and the Advisor.

 

Fund

  Fund’s
Fiscal  Year
End(1)
  Michael  J.
Castellano(2)
    Richard  E.
Cavanagh(2)
    Frank  J.
Fabozzi(2)
    Kathleen  F.
Feldstein(2)
    James  T.
Flynn(2)
    Jerold  B.
Harris(2)
    R.  Glenn
Hubbard(2)
    W.  Carl
Kester(2)
    Karen P.
Robards(2)
    Henry
Gabbay(3)
    Fund
Total
 

BAF

  31-Aug   $ 1,176      $ 1,690      $ 1,369      $ 1,070      $ 1,176      $ 1,155      $ 1,112      $ 1,283      $ 1,604      $ 885      $ 12,521   

BBF

  31-Jul   $ 878      $ 1,261      $ 1,021      $ 798      $ 878      $ 862      $ 830      $ 958      $ 1,197      $ 660      $ 9,343   

BBK

  31-Aug   $ 1,438      $ 2,066      $ 1,673      $ 1,307      $ 1,438      $ 1,412      $ 1,360      $ 1,569      $ 1,961      $ 1,084      $ 15,308   

BBN

  31-Jul   $ 11,105      $ 15,956      $ 12,923      $ 10,096      $ 11,105      $ 10,904      $ 10,500      $ 12,115      $ 15,144      $ 8,354      $ 118,202   

BCF

  31-Oct   $ 4,922      $ 7,070      $ 5,727      $ 4,474      $ 4,922      $ 4,832      $ 4,653      $ 5,369      $ 6,712      $ 3,751      $ 52,432   

BCX

  31-Oct   $ 5,414      $ 7,786      $ 6,300      $ 4,922      $ 5,414      $ 5,316      $ 5,119      $ 5,906      $ 7,383      $ 4,086      $ 57,646   

BDJ

  31-Oct   $ 12,561      $ 18,047      $ 14,616      $ 11,419      $ 12,561      $ 12,332      $ 11,876      $ 13,703      $ 17,128      $ 9,946      $ 134,189   

BFK

  30-Apr   $ 5,182      $ 7,444      $ 6,030      $ 4,711      $ 5,182      $ 5,088      $ 4,900      $ 5,653      $ 7,067      $ 3,635      $ 54,893   

BFO

  31-Jul   $ 740      $ 1,063      $ 861      $ 673      $ 740      $ 727      $ 700      $ 807      $ 1,009      $ 564      $ 7,884   

BFY

  31-Aug   $ 652      $ 936      $ 758      $ 592      $ 652      $ 640      $ 616      $ 711      $ 889      $ 490      $ 6,937   

BFZ

  31-Jul   $ 4,288      $ 6,161      $ 4,990      $ 3,899      $ 4,288      $ 4,211      $ 4,055      $ 4,678      $ 5,848      $ 3,241      $ 45,659   

BGR

  31-Oct   $ 6,717      $ 9,652      $ 7,816      $ 6,106      $ 6,717      $ 6,595      $ 6,351      $ 7,328      $ 9,160      $ 5,371      $ 71,813   

BGT

  31-Oct   $ 2,859      $ 4,107      $ 3,327      $ 2,599      $ 2,859      $ 2,807      $ 2,703      $ 3,119      $ 3,899      $ 2,242      $ 30,520   

BGY

  31-Oct   $ 7,651      $ 10,986      $ 8,904      $ 6,956      $ 7,651      $ 7,512      $ 7,234      $ 8,347      $ 10,434      $ 6,079      $ 81,755   

BHK

  31-Aug   $ 3,371      $ 4,843      $ 3,923      $ 3,065      $ 3,371      $ 3,310      $ 3,187      $ 3,678      $ 4,597      $ 2,571      $ 35,915   

BHL

  31-Aug   $ 1,070      $ 1,538      $ 1,246      $ 973      $ 1,070      $ 1,051      $ 1,012      $ 1,168      $ 1,460      $ 834      $ 11,422   

BHV

  31-Aug   $ 215      $ 309      $ 250      $ 196      $ 215      $ 211      $ 203      $ 235      $ 293      $ 162      $ 2,289   

BIE

  31-Aug   $ 460      $ 660      $ 535      $ 418      $ 460      $ 451      $ 434      $ 501      $ 627      $ 346      $ 4,891   

BIT (4)

  31-Oct   $ 3,371      $ 4,842      $ 3,923      $ 3,065      $ 3,371      $ 3,310      $ 3,187      $ 3,678      $ 4,597      $ 3,790      $ 37,135   

BJZ

  31-Dec   $ 837      $ 1,202      $ 974      $ 761      $ 837      $ 822      $ 791      $ 913      $ 1,141      $ 649      $ 8,926   

BKK

  30-Apr   $ 2,763      $ 3,969      $ 3,215      $ 2,512      $ 2,763      $ 2,713      $ 2,612      $ 3,014      $ 3,768      $ 1,954      $ 29,284   

BKN

  30-Apr   $ 2,121      $ 3,047      $ 2,468      $ 1,928      $ 2,121      $ 2,083      $ 2,005      $ 2,314      $ 2,892      $ 1,492      $ 22,472   

 

B-2


Fund

  Fund’s
Fiscal  Year
End(1)
  Michael  J.
Castellano(2)
    Richard  E.
Cavanagh(2)
    Frank  J.
Fabozzi(2)
    Kathleen  F.
Feldstein(2)
    James  T.
Flynn(2)
    Jerold  B.
Harris(2)
    R.  Glenn
Hubbard(2)
    W.  Carl
Kester(2)
    Karen P.
Robards(2)
    Henry
Gabbay(3)
    Fund
Total
 

BKT

  31-Aug   $ 4,076      $ 5,858      $ 4,743      $ 3,705      $ 4,076      $ 4,002      $ 3,854      $ 4,446      $ 5,558      $ 3,102      $ 43,420   

BLE

  31-Aug   $ 3,062      $ 4,399      $ 3,563      $ 2,784      $ 3,062      $ 3,007      $ 2,895      $ 3,341      $ 4,176      $ 2,301      $ 32,591   

BLH

  31-Dec   $ 467      $ 671      $ 543      $ 425      $ 467      $ 459      $ 441      $ 509      $ 637      $ 361      $ 4,981   

BLJ

  31-Aug   $ 315      $ 452      $ 366      $ 286      $ 315      $ 309      $ 298      $ 343      $ 429      $ 237      $ 3,351   

BLW

  31-Aug   $ 5,392      $ 7,745      $ 6,274      $ 4,902      $ 5,392      $ 5,294      $ 5,098      $ 5,882      $ 7,352      $ 4,194      $ 57,525   

BME

  31-Oct   $ 1,938      $ 2,786      $ 2,255      $ 1,762      $ 1,938      $ 1,903      $ 1,833      $ 2,114      $ 2,643      $ 1,589      $ 20,761   

BNA

  31-Aug   $ 3,351      $ 4,814      $ 3,900      $ 3,047      $ 3,351      $ 3,290      $ 3,168      $ 3,656      $ 4,570      $ 2,557      $ 35,704   

BNJ

  31-Jul   $ 1,015      $ 1,458      $ 1,181      $ 922      $ 1,015      $ 996      $ 959      $ 1,107      $ 1,384      $ 765      $ 10,802   

BNY

  31-Jul   $ 1,641      $ 2,358      $ 1,910      $ 1,492      $ 1,641      $ 1,611      $ 1,552      $ 1,790      $ 2,238      $ 1,233      $ 17,465   

BOE

  31-Oct   $ 8,848      $ 12,708      $ 10,296      $ 8,043      $ 8,848      $ 8,687      $ 8,365      $ 9,652      $ 12,065      $ 7,066      $ 94,578   

BPK

  31-Dec   $ 2,110      $ 3,032      $ 2,455      $ 1,918      $ 2,110      $ 2,072      $ 1,995      $ 2,302      $ 2,877      $ 1,636      $ 22,508   

BPS

  30-Apr   $ 236      $ 339      $ 275      $ 215      $ 236      $ 232      $ 223      $ 258      $ 322      $ 166      $ 2,502   

BQH

  31-Aug   $ 373      $ 536      $ 434      $ 339      $ 373      $ 366      $ 353      $ 407      $ 508      $ 279      $ 3,967   

BQR

  31-Oct   $ 956      $ 1,373      $ 1,112      $ 869      $ 956      $ 939      $ 904      $ 1,043      $ 1,304      $ 744      $ 10,199   

BQY

  31-Oct   $ 683      $ 982      $ 795      $ 621      $ 683      $ 671      $ 646      $ 745      $ 932      $ 540      $ 7,299   

BSD

  30-Apr   $ 837      $ 1,202      $ 974      $ 761      $ 837      $ 821      $ 791      $ 913      $ 1,141      $ 587      $ 8,862   

BSE

  31-Aug   $ 817      $ 1,174      $ 951      $ 743      $ 817      $ 802      $ 773      $ 891      $ 1,114      $ 614      $ 8,697   

BTA

  30-Apr   $ 1,318      $ 1,893      $ 1,534      $ 1,198      $ 1,318      $ 1,294      $ 1,246      $ 1,438      $ 1,797      $ 926      $ 13,964   

BTT

  31-Jul   $ 11,055      $ 15,869      $ 12,864      $ 10,050      $ 11,055      $ 10,854      $ 10,452      $ 12,060      $ 15,075      $ 9,951      $ 119,286   

BTZ

  31-Oct   $ 13,491      $ 19,217      $ 15,698      $ 12,264      $ 13,491      $ 13,246      $ 12,755      $ 14,717      $ 18,397      $ 10,450      $ 143,726   

BUI

  31-Oct   $ 2,808      $ 4,034      $ 3,268      $ 2,553      $ 2,808      $ 2,757      $ 2,655      $ 3,063      $ 3,829      $ 2,201      $ 29,976   

BYM

  31-Aug   $ 3,449      $ 4,956      $ 4,014      $ 3,136      $ 3,449      $ 3,387      $ 3,261      $ 3,763      $ 4,704      $ 2,596      $ 36,715   

BZM

  31-Aug   $ 264      $ 379      $ 307      $ 240      $ 264      $ 259      $ 249      $ 288      $ 360      $ 199      $ 2,807   

MUA

  30-Apr   $ 4,009      $ 5,758      $ 4,665      $ 3,645      $ 4,009      $ 3,936      $ 3,790      $ 4,374      $ 5,467      $ 2,822      $ 42,476   

Total Compensation from Closed-End Complex (5)

  $ 275,000      $ 395,000      $ 320,000      $ 250,000      $ 275,000      $ 270,000      $ 260,000      $ 300,000      $ 375,000      $ 212,500     

Number of Registered Investment Companies (“RICs”) in Closed-End Complex Overseen by Board Member

    82        82        82        82        82        82        82        82        82        82     

 

(1) 

Information is for the Fund’s most recent fiscal year.

(2) 

Total amount of deferred compensation payable by the Closed-End Complex to Mr. Castellano, Mr. Cavanagh, Dr. Fabozzi, Dr. Feldstein, Mr. Flynn, Mr. Harris, Dr. Hubbard, Dr. Kester and Ms. Robards is $235,579, $688,375, $606,433, $767,918, $1,157,009, $1,086,495, $1,146,290, $631,096, $560,854, respectively, as of December 31, 2013.

(3) 

As of December 31, 2013, Mr. Gabbay did not participate in the deferred compensation plan. Mr. Gabbay’s total compensation from the Closed-End Complex and the other BlackRock Fund Complexes for the calendar year ended December 31, 2013 was $661,563.

(4) 

Information provided for the period February 27, 2013 (fund commencement) through the fund’s fiscal year end of October 31, 2013.

(5) 

Represents the aggregate compensation earned by such persons from the Closed-End Complex during the calendar year ended December 31, 2013. Of this amount, Mr. Castellano, Mr. Cavanagh, Dr. Fabozzi, Dr. Feldstein, Mr. Flynn, Mr. Harris, Dr. Hubbard, Dr. Kester and Ms. Robards deferred $82,500, $37,000, $14,750, $75,000, $137,500, $135,000, $130,000, $75,000 and $35,000, respectively, pursuant to the Closed-End Complex’s deferred compensation plan.

 

B-3


Appendix C – Equity Securities Owned by Board Members and Board Nominees

 

The following table shows the amount of equity securities owned by the Board Members and Board Nominees in the Funds that they are nominated to oversee as of April 30, 2014, except as otherwise indicated. No Board Member or Board Nominee owns Preferred Shares.

 

Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 

Interested Board Members and/or Nominees:

         

Paul L. Audet

  BlackRock Municipal Income Investment Quality Trust   6,500   $50,001 -

$100,000

    Over $100,000      N/A   N/A     Over $100,000   

Henry Gabbay

  BlackRock Municipal Income Investment Quality Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Income Investment Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Bond Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Real Asset Equity Trust   1,200   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Enhanced Equity Dividend Trust   3,663   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Income Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Income Trust II   1,300   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Energy and Resources Trust   625   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Floating Rate Income Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock International Growth and Income Trust   900   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Core Bond Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Defined Opportunity Credit Trust   1,000   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Bond Investment Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   

 

C-1


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock Municipal 2020 Term Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Investment Quality Municipal Trust, Inc.   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Income Trust, Inc.   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Income Trust II   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Limited Duration Income Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Health Sciences Trust   650   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Income Opportunity Trust, Inc.   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Income Trust   750   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Global Opportunities Equity Trust   1,226   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal 2018 Term Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Bond Trust   700   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock EcoSolutions Investment Trust   1,245   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Dividend Income Trust   1,090   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  The BlackRock Strategic Municipal Trust   900   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Long-Term Municipal Advantage Trust   1,600   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Credit Allocation Income Trust   1,239   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   

 

C-2


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock Municipal Income Quality Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock MuniAssets Fund, Inc.   974   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   

Independent Board Members and/or Nominees:

       

Richard E.

Cavanagh

  BlackRock Municipal Income Investment Quality Trust   300   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Income Investment Trust   300   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Bond Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Build America Bond Trust   500   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Real Asset Equity Trust   200   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Resources & Commodities Strategy Trust   200   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Enhanced Equity Dividend Trust   368   $1 - $10,000     Over $100,000      11,406   $50,001 -
$100,000
    Over $100,000   
  BlackRock Municipal Income Trust   300   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Florida Municipal 2020 Term Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Income Trust II   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock California Municipal Income Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Energy and Resources Trust   100   $1 - $10,000     Over $100,000      4,128   Over $100,000     Over $100,000   
  BlackRock Floating Rate Income Trust   200   $1 - $10,000     Over $100,000      7,915   Over $100,000     Over $100,000   
  BlackRock International Growth and Income Trust   100   $1 - $10,000     Over $100,000      10,736   $50,001 -
$100,000
    Over $100,000   

 

C-3


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock Core Bond Trust   500   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Defined Opportunity Credit Trust   500   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Virginia Municipal Bond Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Bond Investment Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Multi-Sector Income Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock California Municipal 2018 Term Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal 2020 Term Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Investment Quality Municipal Trust, Inc.   500   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Income Trust, Inc.   500   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Income Trust II   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal 2018 Term Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New Jersey Municipal Bond Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Limited Duration Income Trust   100   $1 - $10,000     Over $100,000      6,802   Over $100,000     Over $100,000   
  BlackRock Health Sciences Trust   100   $1 - $10,000     Over $100,000      70   $1 - $10,000     Over $100,000   
  BlackRock Income Opportunity Trust, Inc.   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   

 

C-4


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock New Jersey Municipal Income Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Income Trust   300   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Global Opportunities Equity Trust   214   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal 2018 Term Trust   300   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Bond Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock EcoSolutions Investment Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Dividend Income Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  The BlackRock Strategic Municipal Trust   500   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Income Quality Trust   200   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Long-Term Municipal Advantage Trust   200   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Credit Allocation Income Trust   439   $1 - $10,000     Over $100,000      7,652   Over $100,000     Over $100,000   
  BlackRock Utility and Infrastructure Trust   500   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Income Quality Trust   200   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Maryland Municipal Bond Trust   100   $1 -  $10,000     Over $100,000      N/A   N/A     Over $100,000   

 

C-5


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock MuniAssets Fund, Inc.   172   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   

Michael J. Castellano

  BlackRock Build America Bond Trust   2,100   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Enhanced Equity Dividend Trust   1,278   $10,001 -
$50,000
    Over $100,000      5,018   $10,001 - 
$50,000
    Over $100,000   
  BlackRock Municipal Income Trust   800   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Income Trust II   600   $1 -  $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Energy and Resources Trust   400   $10,001 -
$50,000
    Over $100,000      1,690   $10,001 -
$50,000
    Over $100,000   
  BlackRock Floating Rate Income Trust   N/A   N/A     Over $100,000      2,806   $10,001 -
$50,000
    Over $100,000   
  BlackRock International Growth and Income Trust   1,000   $1 - $10,000     Over $100,000      5,147   $10,001 -
$50,000
    Over $100,000   
  BlackRock Core Bond Trust   700   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Defined Opportunity Credit Trust   700   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal 2020 Term Trust   N/A   N/A     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Investment Quality Municipal Trust, Inc.   800   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Income Trust, Inc.   1,300   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   

 

C-6


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock New Jersey Municipal Bond Trust   400   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Limited Duration Income Trust   600   $10,001 -
$50,000
    Over $100,000      2,308   $10,001 -
$50,000
    Over $100,000   
  BlackRock Health Sciences Trust   400   $10,001 -
$50,000
    Over $100,000      78   $1 - $10,000     Over $100,000   
  BlackRock Income Opportunity Trust, Inc.   1,000   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New Jersey Municipal Income Trust   1,100   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Bond Trust   600   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock EcoSolutions Investment Trust   1,300   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Dividend Income Trust   700   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Long-Term Municipal Advantage Trust   800   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Target Term Trust   800   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Credit Allocation Income Trust   819   $10,001 -
$50,000
    Over $100,000      2,857   $10,001 -
$50,000
    Over $100,000   
  BlackRock Utility and Infrastructure Trust   500   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock MuniAssets Fund, Inc.   1,500   $10,001 -
$50,000
    Over $100,000      N/A   N/A     Over $100,000   

Frank J. Fabozzi

  BlackRock Municipal Bond Trust   20   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Real Asset Equity Trust   100   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   

 

C-7


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
  Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock Enhanced Equity Dividend Trust   624   $1 - $10,000   $50,001 -
$100,000
  9,716   $50,001 -
$100,000
    Over $100,000   
  BlackRock Municipal Income Trust   20   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Energy and Resources Trust   100   $1 - $10,000   $50,001 -
$100,000
  3,522   $50,001 -
$100,000
    Over $100,000   
  BlackRock Floating Rate Income Trust   100   $1 - $10,000   $50,001 -
$100,000
  6,776   $50,001 -
$100,000
    Over $100,000   
  BlackRock International Growth and Income Trust   300   $1 - $10,000   $50,001 -
$100,000
  9,062   $50,001 -
$100,000
    Over $100,000   
  BlackRock Core Bond Trust   20   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Defined Opportunity Credit Trust   10   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Municipal 2020 Term Trust   100   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Investment Quality Municipal Trust, Inc.   10   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Income Trust, Inc.   2,010   $10,001 -
$50,000
  $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Municipal Income Trust II   10   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Limited Duration Income Trust   100   $1 - $10,000   $50,001 -
$100,000
  5,846   Over $100,000     Over $100,000   
  BlackRock Health Sciences Trust   100   $1 - $10,000   $50,001 -
$100,000
  28   $1 - $10,000     Over $100,000   
  BlackRock Income Opportunity Trust, Inc.   10   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Global Opportunities Equity Trust   324   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Municipal 2018 Term Trust   20   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  The BlackRock Pennsylvania Strategic Municipal Trust   100   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   

 

C-8


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
  Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock EcoSolutions Investment Trust   300   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Dividend Income Trust   100   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  The BlackRock Strategic Municipal Trust   100   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Long-Term Municipal Advantage Trust   100   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Credit Allocation Income Trust   192   $1 - $10,000   $50,001 -
$100,000
  6,590   $50,001 -
$100,000
    Over $100,000   
  BlackRock Municipal Income Quality Trust   10   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock MuniAssets Fund, Inc.   17   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
Kathleen F. Feldstein   BlackRock Municipal Bond Trust   94   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Real Asset Equity Trust   194   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Enhanced Equity Dividend Trust   493   $1 - $10,000   $50,001 -
$100,000
  13,301   Over $100,000     Over $100,000   
  BlackRock Municipal Income Trust   92   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   
  BlackRock Energy and Resources Trust   77   $1 - $10,000   $50,001 -
$100,000
  4,800   Over $100,000     Over $100,000   
  BlackRock Floating Rate Income Trust   109   $1 - $10,000   $50,001 -
$100,000
  8,465   Over $100,000     Over $100,000   
  BlackRock International Growth and Income Trust   232   $1 - $10,000   $50,001 -
$100,000
  12,591   Over $100,000     Over $100,000   
  BlackRock Core Bond Trust   97   $1 - $10,000   $50,001 -
$100,000
  N/A   N/A     Over $100,000   

 

C-9


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock Defined Opportunity Credit Trust   510   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Municipal 2020 Term Trust   81   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Investment Quality Municipal Trust, Inc.   91   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Income Trust, Inc.   86   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Municipal Income Trust II   92   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Limited Duration Income Trust   103   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  7,178   Over $100,000     Over $100,000   
  BlackRock Health Sciences Trust   208   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  71   $1 - $10,000     Over $100,000   
  BlackRock Income Opportunity Trust, Inc.   96   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Global Opportunities Equity Trust   346   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Municipal 2018 Term Trust   84   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock EcoSolutions Investment Trust   202   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Dividend Income Trust   96   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  The BlackRock Strategic Municipal Trust   91   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Long-Term Municipal Advantage Trust   160   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   
  BlackRock Credit Allocation Income Trust   295   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  8,714   Over $100,000     Over $100,000   
  BlackRock Municipal Income Quality Trust   86   $1 - $10,000    
 
$50,001 -
$100,000
  
  
  N/A   N/A     Over $100,000   

James T. Flynn

  BlackRock Enhanced Equity Dividend Trust   14,113   Over $100,000     Over $100,000      20,767   Over $100,000     Over $100,000   
  BlackRock Energy and Resources Trust   N/A   N/A     Over $100,000      7,388   Over $100,000     Over $100,000   

 

C-10


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock Floating Rate Income Trust   N/A   N/A     Over $100,000      12,741   Over $100,000     Over $100,000   
  BlackRock International Growth and Income Trust   9,000   $50,001 -
$100,000
    Over $100,000      19,613   Over $100,000     Over $100,000   
  BlackRock Limited Duration Income Trust   N/A   N/A     Over $100,000      10,724   Over $100,000     Over $100,000   
  BlackRock Health Sciences Trust   N/A   N/A     Over $100,000      130   $1 - $10,000     Over $100,000   
  BlackRock Global Opportunities Equity Trust   5,000   $50,001 -
$100,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Credit Allocation Income Trust   N/A   N/A     Over $100,000      13,358   Over $100,000     Over $100,000   

Jerrold B. Harris

  BlackRock Municipal Bond Trust   154   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Build America Bond Trust   7,268   Over $100,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Real Asset Equity Trust   170   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Enhanced Equity Dividend Trust   266   $1 - $10,000     Over $100,000      19,595   Over $100,000     Over $100,000   
  BlackRock Municipal Income Trust   6,154   $50,001 -
$100,000
    Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Energy and Resources Trust   339   $1 - $10,000     Over $100,000      6,955   Over $100,000     Over $100,000   
  BlackRock Floating Rate Income Trust   166   $1 - $10,000     Over $100,000      11,984   Over $100,000     Over $100,000   
  BlackRock International Growth and Income Trust   217   $1 - $10,000     Over $100,000      18,556   Over $100,000     Over $100,000   
  BlackRock Core Bond Trust   146   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Defined Opportunity Credit Trust   124   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   

 

C-11


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
    Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock Municipal 2020 Term Trust   138     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Investment Quality Municipal Trust, Inc.   100     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Income Trust, Inc.   135     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Income Trust II   13,131     Over $100,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Limited Duration Income Trust   154     $1 - $10,000        Over $100,000      10,084   Over $100,000     Over $100,000   
  BlackRock Health Sciences Trust   155     $1 - $10,000        Over $100,000      128   $1 - $10,000     Over $100,000   
  BlackRock Income Opportunity Trust, Inc.   146     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Global Opportunities Equity Trust   433     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal 2018 Term Trust   142     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock EcoSolutions Investment Trust   189     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Dividend Income Trust   155     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  The BlackRock Strategic Municipal Trust   152     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Long-Term Municipal Advantage Trust   100     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Credit Allocation Income Trust   366     $1 - $10,000        Over $100,000      12,562   Over $100,000     Over $100,000   
  BlackRock Municipal Income Quality Trust   100     $1 - $10,000        Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Maryland Municipal Bond Trust   2,900    
 
$10,001 -
$50,000
  
  
    Over $100,000      N/A   N/A     Over $100,000   

 

C-12


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock MuniAssets Fund, Inc.   172   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   

R. Glenn Hubbard

  BlackRock Municipal Bond Trust   187   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Real Asset Equity Trust   194   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Enhanced Equity Dividend Trust   754   $1 -  $10,000     Over $100,000      18,952   Over $100,000     Over $100,000   
  BlackRock Municipal Income Trust   185   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Income Trust II   174   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Energy and Resources Trust   391   $1 - $10,000     Over $100,000      6,825   Over $100,000     Over $100,000   
  BlackRock Floating Rate Income Trust   218   $1 -  $10,000     Over $100,000      13,225   Over $100,000     Over $100,000   
  BlackRock International Growth and Income Trust   230   $1 - $10,000     Over $100,000      18,376   Over $100,000     Over $100,000   
  BlackRock Core Bond Trust   194   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Defined Opportunity Credit Trust   643   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal 2020 Term Trust   163   $1 -  $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Investment Quality Municipal Trust, Inc.   182   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Income Trust, Inc.   173   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal Income Trust II   183   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal 2018 Term Trust   160   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Limited Duration Income Trust   207   $1 - $10,000     Over $100,000      11,441   Over $100,000     Over $100,000   

 

C-13


Name of Board
Member and
Board Nominee

 

Fund Name

  Number of
Common
Shares
  Aggregate
Dollar
Range of
Common
Shares in
Each Fund
  Aggregate
Dollar
Range of
Common
Shares in
All Funds
Overseen or
To Be Overseen
by the Board
Member/
Nominee in
Closed-End
Complex
    Number  of
Share
Equivalents(1)
  Aggregate
Dollar
Range of
Share
Equivalents
in Each
Fund
  Aggregate
Dollar
Range of
Common
Shares and
Share
Equivalents
in Closed-End
Complex
 
  BlackRock Health Sciences Trust   208   $1 - $10,000     Over $100,000      123   $1 - $10,000     Over $100,000   
  BlackRock Income Opportunity Trust, Inc.   191   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Income Trust   176   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Global Opportunities Equity Trust   555   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Municipal 2018 Term Trust   168   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Bond Trust   177   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Dividend Income Trust   193   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  The BlackRock Strategic Municipal Trust   182   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock New York Municipal Income Quality Trust   169   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Long-Term Municipal Advantage Trust   160   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Credit Allocation Income Trust   392   $1 - $10,000     Over $100,000      12,639   Over $100,000     Over $100,000   
  BlackRock Municipal Income Quality Trust   173   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   

W. Carl Kester

  BlackRock Build America Bond Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Real Asset Equity Trust   100   $1 - $10,000     Over $100,000      N/A   N/A     Over $100,000   
  BlackRock Resources & Commodities Strategy Trust   500