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D
isclosure of Investment
Advisory Agreements and Sub-Advisory Agreements
|
The Board of Directors and
the Board of Trustees, as the case may be (each, a Board, and, collectively,
the Boards, and the members of which are referred to as Board Members) of
each of BlackRock California Investment Quality Municipal Trust, Inc. (RAA),
BlackRock California Municipal Income Trust (BFZ), BlackRock Florida
Municipal 2020 Term Trust (BFO), BlackRock Investment Quality Municipal
Income Trust (RFA), BlackRock Municipal Income Investment Trust (BBF),
BlackRock New Jersey Investment Quality Municipal Trust, Inc. (RNJ),
BlackRock New Jersey Municipal Income Trust (BNJ), BlackRock New York
Investment Quality Municipal Trust, Inc. (RNY) and BlackRock New York
Municipal Income Trust (BNY and, together with RAA, BFZ, BFO, RFA, BBF, RNJ,
BNJ and RNY, each a Fund, and, collectively, the Funds) met on April 8,
2010 and May 13 14, 2010 to consider the approval of each Funds investment
advisory agreement (each, an Advisory Agreement) with BlackRock Advisors, LLC
(the Manager), each Funds investment advisor. Each Board also considered the
approval of the sub-advisory agreement (each, a Sub-Advisory Agreement)
between the Manager and BlackRock Financial Management, Inc. (the
Sub-Advisor) with respect to its Fund. The Manager and the Sub-Advisor are
referred to herein as BlackRock. The Advisory Agreements and the Sub-Advisory
Agreements are referred to herein as the Agreements.
Activities and Composition of the Board
The Board of each Fund
consists of ten individuals, eight of whom are not interested persons of such
Fund as defined in the Investment Company Act of 1940 (the 1940 Act) (the
Independent Board Members). The Board Members are responsible for the
oversight of the operations of each Fund and perform the various duties imposed
on the directors of investment companies by the 1940 Act. The Independent Board
Members have retained independent legal counsel to assist them in connection
with their duties. The Chairman of the Boards is an Independent Board Member.
The Boards have established five standing committees: an Audit Committee, a
Governance and Nominating Committee, a Compliance Committee, a Performance
Oversight Committee and an Executive Committee, each of which is composed of
Independent Board Members (except for the Executive Committee, which also has
one interested Board Member) and is chaired by an Independent Board Member. The
Boards also have two
ad hoc
committees,
the Joint Product Pricing Committee, which consists of Independent Board
Members and the directors/trustees of the boards of certain other BlackRock
managed funds, who are not interested persons of their respective funds, and
the
Ad Hoc
Committee on Auction Market
Preferred Shares.
The Agreements
Pursuant to the 1940 Act, the
Boards are required to consider the continuation of the Agreements on an annual
basis. In connection with this process, the Boards assessed, among other
things, the nature, scope and quality of the services provided to the Funds by
the personnel of BlackRock and its affiliates, including investment management,
administrative and shareholder services, oversight of fund accounting and
custody, marketing services and assistance in meeting applicable legal and
regulatory requirements. From time to time throughout the year, each Board,
acting directly and through its committees, considered at each of its meetings
factors that are relevant to its annual consideration of the renewal of the
Agreements, including the services and support provided by BlackRock to the
respective Fund and its shareholders. Among the matters the Board considered
were: (a) investment performance for one-, three- and five-year periods, as
applicable, against peer funds, and applicable benchmarks, if any, as well as
senior managements and portfolio managers analysis of the reasons for any
over performance or underperformance against a Funds peers and/or benchmark,
as applicable; (b) fees, including advisory, and administration for RAA, RFA,
RNJ and RNY, and other amounts paid to BlackRock and its affiliates by each
Fund for services such as call center and fund accounting; (c) each Funds
operating expenses; (d) the resources devoted to and compliance reports
relating to each Funds investment objective, policies and restrictions; (e)
each Funds compliance with its Code of Ethics and compliance policies and
procedures; (f) the nature, cost and character of non-investment management
services provided by BlackRock and its affiliates; (g) BlackRocks and other
service providers internal controls; (h) BlackRocks implementation of the
proxy voting policies approved by the Boards; (i) execution quality of
portfolio transactions; (j) BlackRocks implementation of each Funds valuation
and liquidity procedures; (k) an analysis of contractual and actual management
fees for products with similar investment objectives across the open-end fund,
closed-end fund and institutional account product channels, as applicable; and
(l) periodic updates on BlackRocks business.
Board Considerations in Approving the Agreements
The Approval Process:
Prior to the April 8, 2010 meeting, the Boards
requested and received materials specifically relating to the Agreements. The
Boards are engaged in a process with BlackRock to periodically review the
nature and scope of the information provided to better assist their
deliberations. The materials provided in connection with the April meeting
included: (a) information independently compiled and prepared by Lipper, Inc.
(Lipper) on Fund fees and expenses, and the investment performance of each
Fund as compared with a peer group of funds as determined by Lipper and a
customized peer group selected by BlackRock, as applicable
(collectively, Peers); (b) information on the profitability of the Agreements
to BlackRock and a discussion of fall-out benefits to BlackRock and its
affiliates and significant shareholders; (c) a general analysis provided by
BlackRock concerning investment advisory fees charged to other clients, such as
institutional clients and open-end funds, under similar investment mandates;
(d) the impact of economies of scale; (e) a summary of aggregate amounts paid
by each Fund to BlackRock; and (f) if applicable, a comparison of management
fees to similar BlackRock closed-end funds, as classified by Lipper.
At an in-person meeting held
on April 8, 2010, the Boards reviewed materials relating to their consideration
of the Agreements. As a result of the discussions that occurred during the
April 8, 2010 meeting, the Boards presented BlackRock with questions and
requests for additional information and BlackRock responded to these requests
with additional written information in advance of the May 13 14, 2010 Board
meeting.
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70
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ANNUAL REPORT
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JULY 31, 2010
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Disclosure of Investment Advisory Agreements and
Sub-Advisory Agreements (continued)
|
At an in-person meeting held
on May 13 14, 2010, each Funds Board, including the Independent Board
Members, unanimously approved the continuation of the Advisory Agreement
between the Manager and each respective Fund and the Sub-Advisory Agreement
between the Manager and the Sub-Advisor with respect to each Fund, each for a
one-year term ending June 30, 2011. In approving the continuation of the
Agreements, the Boards considered: (a) the nature, extent and quality of the
services provided by BlackRock; (b) the investment performance of each Fund and
BlackRock; (c) the advisory fee and the cost of the services and profits to be
realized by BlackRock and its affiliates from their relationship with each
Fund; (d) economies of scale; and (e) other factors deemed relevant by the
Board Members.
The Boards also considered
other matters they deemed important to the approval process, such as services
related to the valuation and pricing of each Funds portfolio holdings, direct
and indirect benefits to BlackRock and its affiliates and significant
shareholders from their relationship with each Fund and advice from independent
legal counsel with respect to the review process and materials submitted for
the Boards review. The Boards noted the willingness of BlackRock personnel to
engage in open, candid discussions with the Boards. The Boards did not identify
any particular information as controlling, and each Board Member may have
attributed different weights to the various items considered.
A. Nature, Extent and Quality of the Services Provided by
BlackRock:
The Boards,
including the Independent Board Members, reviewed the nature, extent and
quality of services provided by BlackRock, including the investment advisory
services and the resulting performance of each Fund. Throughout the year, the
Boards compared each Funds performance to the performance of a comparable
group of closed-end funds, and the performance of a relevant benchmark, if any.
The Boards met with BlackRocks senior management personnel responsible for
investment operations, including the senior investment officers. The Boards
also reviewed the materials provided by each Funds portfolio management team
discussing each Funds performance and each Funds investment objective,
strategies and outlook.
The Boards considered, among
other factors, the number, education and experience of BlackRocks investment
personnel generally and each Funds portfolio management team, investments by
portfolio managers in the funds they manage, BlackRocks portfolio trading
capabilities, BlackRocks use of technology, BlackRocks commitment to
compliance, BlackRocks credit analysis capabilities, BlackRocks risk analysis
capabilities and BlackRocks approach to training and retaining portfolio
managers and other research, advisory and management personnel. The Boards also
reviewed a general description of BlackRocks compensation structure with
respect to each Funds portfolio management team and BlackRocks ability to
attract and retain high-quality talent.
In addition to advisory
services, the Boards considered the quality of the administrative and
non-investment advisory services provided to each Fund. BlackRock and its
affiliates and significant shareholders provide each Fund with certain
administrative and other services (in addition to any such services provided to
each Fund by third parties) and officers and other personnel as are necessary
for the operations of each Fund. In addition to investment advisory services,
BlackRock and its affiliates provide each Fund with other services, including:
(i) preparing disclosure documents, such as the prospectus and the statement of
additional information in connection with the initial public offering and
periodic shareholder reports; (ii) preparing communications with analysts to
support secondary market trading of each Fund; (iii) assisting with daily
accounting and pricing; (iv) preparing periodic filings with regulators and
stock exchanges; (v) overseeing and coordinating the activities of other
service providers; (vi) organizing Board meetings and preparing the materials
for such Board meetings; (vii) providing legal and compliance support; and
(viii) performing other administrative functions necessary for the operation of
each Fund, such as tax reporting, fulfilling regulatory filing requirements,
and call center services. The Boards reviewed the structure and duties of
BlackRocks fund administration, accounting, legal and compliance departments
and considered BlackRocks policies and procedures for assuring compliance with
applicable laws and regulations.
B. The Investment Performance of the Funds and BlackRock:
The Boards, including the Independent Board
Members, also reviewed and considered the performance history of each Fund. In
preparation for the April 8, 2010 meeting, the Boards were provided with
reports, independently prepared by Lipper, which included a comprehensive
analysis of each Funds performance. The Boards also reviewed a narrative and
statistical analysis of the Lipper data that was prepared by BlackRock, which
analyzed various factors that affect Lippers rankings. In connection with
their review, the Boards received and reviewed information regarding the
investment performance of each Fund as compared to a representative group of
similar funds as determined by Lipper and to all funds in each Funds
applicable Lipper category and in the case of RAA, BFZ, RFA, BBF, RNY and BNY,
a customized peer group selected by BlackRock. The Boards were provided with a
description of the methodology used by Lipper to select peer funds. The Boards
regularly review the performance of each Fund throughout the year.
The Boards of BFZ, BNJ, RNY
and BNY noted that, in general, BFZ, BNJ, RNY and BNY performed better than
their respective Peers in that the performance of each of BFZ, RNY and BNY was
at or above the median of their Customized Lipper Peer Group Composite in each
of the one-, three- and five-year periods reported and that the performance of
BNJ was at or above the median of its Lipper Performance Composite in each of
the one-, three- and five-year periods reported.
The Board of BFO noted that
BFO performed below the median of its Lipper Performance Composite in each of
the one-, three- and five-year periods reported. The Board of BFO and BlackRock
reviewed the reasons for BFOs underperformance during these periods compared
with its Peers. The Board of BFO was informed that, among other things, BFO has
a targeted maturity, and as such is managed to achieve the specific maturity
goal.
The Board of RFA noted that
RFA performed below the median of its Customized Lipper Peer Group Composite in
each of the one-, three- and five-year periods reported. The Board of RFA and
BlackRock reviewed the reasons for RFAs underperformance during these periods
compared with its Peers. The Board of RFA was informed that, among other
things, while RFAs portfolio managers have reduced RFAs Florida exposure, RFA
remains overweighted in Florida holdings versus its Peers, which has hindered
RFAs performance, as the state of Florida continues to have budget deficit
concerns and a very weak housing market.
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ANNUAL REPORT
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JULY 31, 2010
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71
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Disclosure of Investment Advisory Agreements and
Sub-Advisory Agreements (continued)
|
The Board of RFA and
BlackRock discussed BlackRocks strategy for improving RFAs performance and
BlackRocks commitment to providing the resources necessary to assist RFAs
portfolio managers and to improve RFAs performance, in part through the
repositioning of RFAs portfolio.
The Boards of BBF and RNJ
noted that, in general, BBF and RNJ performed better than their Peers in that
the performance of BBF was at or above the median of its respective Customized
Lipper Peer Group Composite in two of the one-, three- and five-year periods reported
and that the performance of RNJ was at or above the median of its Lipper
Performance Composite in two of the one-, three- and five-year periods
reported.
The Board of RAA noted that
RAA performed below the median of its Customized Lipper Peer Group Composite in
each of the one-, three- and five-year periods reported. The Board of RAA and
BlackRock reviewed the reasons for RAAs underperformance during these periods
compared with its Peers. The Board of RAA was informed that, among other
things, higher borrowings costs stemming from the freezing up of the auction
rate preferred market required that dividends be adjusted lower. RAA has been
the lowest yielding portfolio in its performance category.
The Board of RAA noted
managements efforts to benefit shareholders through a proposed merger of RAA
and that shareholders had rejected the merger. The Board of RAA noted that, at
the same meeting at which the Agreements were approved, the Board also approved
submitting the liquidation of RAA to its shareholders for a vote.
The Boards noted that
BlackRock has made changes to the organization of the overall fixed income
group management structure designed to result in a strengthened leadership team
with clearer accountability.
C. Consideration of the Advisory Fees and the Cost of the
Services and Profits to be Realized by BlackRock and its Affiliates from their
Relationship with the Funds:
The Boards, including the Independent Board Members, reviewed each
Funds contractual advisory fee rate compared with the other funds in its
Lipper category. The Boards also compared each Funds total expenses, as well
as actual management fees, to those of other funds in its Lipper category. The
Boards considered the services provided and the fees charged by BlackRock to
other types of clients with similar investment mandates, including separately
managed institutional accounts.
The Boards received and
reviewed statements relating to BlackRocks financial condition and
profitability with respect to the services it provided each Fund. The Boards
were also provided with a profitability analysis that detailed the revenues
earned and the expenses incurred by BlackRock for services provided to each
Fund. The Boards reviewed BlackRocks profitability with respect to each Fund
and other funds the Boards currently oversee for the year ended December 31,
2009 compared to available aggregate profitability data provided for the year
ended December 31, 2008. The Boards reviewed BlackRocks profitability with
respect to other fund complexes managed by the Manager and/or its affiliates.
The Boards reviewed BlackRocks assumptions and methodology of allocating
expenses in the profitability analysis, noting the inherent limitations in
allocating costs among various advisory products. The Boards recognized that
profitability may be affected by numerous factors including, among other
things, fee waivers and expense reimbursements by the Manager, the types of
funds managed, expense allocations and business mix, and the difficulty of
comparing profitability as a result of those factors.
The Boards noted that, in
general, individual fund or product line profitability of other advisors is not
publicly available. Nevertheless, to the extent such information was available,
the Boards considered BlackRocks overall operating margin, in general,
compared to the operating margin for leading investment management firms whose
operations include advising closed-end funds, among other product types. That
data indicates that operating margins for BlackRock with respect to its
registered funds are generally consistent with margins earned by similarly
situated publicly traded competitors. In addition, the Boards considered, among
other things, certain third party data comparing BlackRocks operating margin
with that of other publicly-traded asset management firms. That third party
data indicates that larger asset bases do not, in themselves, translate to
higher profit margins.
In addition, the Boards
considered the cost of the services provided to each Fund by BlackRock, and
BlackRocks and its affiliates profits relating to the management and
distribution of each Fund and the other funds advised by BlackRock and its
affiliates. As part of their analysis, the Boards reviewed BlackRocks
methodology in allocating its costs to the management of each Fund. The Boards
also considered whether BlackRock has the financial resources necessary to
attract and retain high-quality investment management personnel to perform its
obligations under the Agreements and to continue to provide the high quality of
services that is expected by the Boards.
The Board of each Fund noted
that its Funds contractual management fee rate was lower than or equal to the
median contractual management fee rate paid by the Funds Peers, in each case,
before taking into account any expense reimbursements or fee waivers.
D. Economies of Scale:
The Boards, including the Independent Board
Members, considered the extent to which economies of scale might be realized as
the assets of each Fund increase. The Boards also considered the extent to
which each Fund benefits from such economies and whether there should be
changes in the advisory fee rate or structure in order to enable each Fund to
participate in these economies of scale, for example through the use of breakpoints
in the advisory fee based upon the asset level of each Fund.
The Boards noted that most
closed-end fund complexes do not have fund level breakpoints because closed-end
funds generally do not experience substantial growth after the initial public
offering and each fund is managed independently consistent with its own
investment objectives. The Boards noted that only one closed-end fund in the
Fund Complex has breakpoints in its fee structure. Information provided by
Lipper also revealed that only one closed-end fund complex with total
closed-end fund nets assets exceeding $10 billion, as of December 31, 2009,
used a complex level breakpoint structure.
E. Other Factors Deemed Relevant by the Board Members:
The Boards, including the Independent Board
Members, also took into account other ancillary or fall-out benefits that
BlackRock or its affiliates and significant shareholders may derive from their
respective relationships with the Funds,
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72
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ANNUAL REPORT
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JULY 31, 2010
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Disclosure of Investment Advisory Agreements and Sub-Advisory
Agreements (concluded)
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both tangible and intangible,
such as BlackRocks ability to leverage its investment professionals who manage
other portfolios, an increase in BlackRocks profile in the investment advisory
community, and the engagement of BlackRocks affiliates and significant
shareholders as service providers to each Fund, including for administrative
and distribution services. The Boards also considered BlackRocks overall
operations and its efforts to expand the scale of, and improve the quality of,
its operations. The Boards also noted that BlackRock may use and benefit from
third party research obtained by soft dollars generated by certain mutual fund
transactions to assist in managing all or a number of its other client accounts.
The Boards further noted that BlackRock completed the acquisition of a complex
of exchange-traded funds (ETFs) on December 1, 2009, and that BlackRocks
funds may invest in such ETFs without any offset against the management fees
payable by the funds to BlackRock.
In connection with its
consideration of the Agreements, the Boards also received information regarding
BlackRocks brokerage and soft dollar practices. The Boards received reports
from BlackRock which included information on brokerage commissions and trade
execution practices throughout the year.
The Boards noted the
competitive nature of the closed-end fund marketplace, and that shareholders
are able to sell their respective Funds shares in the secondary market if they
believe that the Funds fees and expenses are too high or if they are
dissatisfied with the performance of the Fund.
Conclusion
The Boards, including the
Independent Board Members, unanimously approved the continuation of the
Advisory Agreement between the Manager and each Fund for a one-year term ending
June 30, 2011 and the Sub-Advisory Agreement between the Manager and the
Sub-Advisor with respect to each Fund for a one-year term ending June 30, 2011.
As part of its approval, each Board considered the discussions of BlackRocks fee
structure, as it applies to its respective Fund, being conducted by the
ad hoc
Joint Product Pricing Committee.
Based upon its evaluation of all of the aforementioned factors in their
totality, the Boards, including the Independent Board Members, were satisfied
that the terms of the Agreements were fair and reasonable and in the best
interest of each Fund and its shareholders. In arriving at a decision to
approve the Agreements, the Boards did not identify any single factor or group
of factors as all-important or controlling, but considered all factors
together, and different Board Members may have attributed different weights to
the various factors considered. The Independent Board Members were also
assisted by the advice of independent legal counsel in making this
determination. The contractual fee arrangements for each Fund reflect the
results of several years of review by the Board Members and predecessor Board
Members, and discussions between such Board Members (and predecessor Board
Members) and BlackRock. Certain aspects of the arrangements may be the subject
of more attention in some years than in others, and the Board Members
conclusions may be based in part on their consideration of these arrangements
in prior years.
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ANNUAL REPORT
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JULY 31, 2010
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73
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A
utomatic Dividend Reinvestment
Plan
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Pursuant to each Trusts
Dividend Reinvestment Plan (the Plan), common shareholders are automatically
enrolled to have all distributions of dividends and capital gains reinvested by
Computershare Trust Company, N.A. (the Plan Agent) in the respective Trusts
shares pursuant to the Plan. Shareholders who do not participate in the Plan
will receive all distributions in cash paid by check and mailed directly to the
shareholders of record (or if the shares are held in street or other nominee
name, then to the nominee) by the Plan Agent, which serves as agent for the
shareholders in administering the Plan.
After RAA, BFZ, RFA, BBF,
RNJ, BNJ, RNY and BNY declares a dividend or determines to make a capital gain
distribution, the Plan Agent will acquire shares for the participants
accounts, depending upon the following circumstances, either (i) through
receipt of unissued but authorized shares from the Trust (newly issued
shares) or (ii) by purchase of outstanding shares on the open market or on the
Trusts primary exchange (open-market purchases). If, on the dividend payment
date, the net asset value per share (NAV) is equal to or less than the market
price per share plus estimated brokerage commissions (such condition often
referred to as a market premium), the Plan Agent will invest the dividend
amount in newly issued shares on behalf of the participants. The number of
newly issued shares to be credited to each participants account will be
determined by dividing the dollar amount of the dividend by the NAV on the date
the shares are issued. However, if the NAV is less than 95% of the market price
on the payment date, the dollar amount of the dividend will be divided by 95%
of the market price on the payment date. If, on the dividend payment date, the
NAV is greater than the market value per share plus estimated brokerage
commissions (such condition often referred to as a market discount), the Plan
Agent will invest the dividend amount in shares acquired on behalf of the
participants in open-market purchases. If the Plan Agent is unable to invest
the full dividend amount in open market purchases, or if the market discount
shifts to a market premium during the purchase period, the Plan Agent will
invest any un-invested portion in newly issued shares.
After BFO declares a dividend
or determines to make a capital gain distribution, the Plan Agent will acquire
shares for the participants account by the purchase of outstanding shares on
the open market or on BFOs primary exchange (open market purchases). BFO
will not issue any new shares under the Plan.
Participation in the Plan is
completely voluntary and may be terminated or resumed at any time without
penalty by notice if received and processed by the Plan Administrator prior to
the dividend record date; otherwise such termination or resumption will be
effective with respect to any subsequently declared dividend or other
distribution.
The Plan Agents fees for the
handling of the reinvestment of dividends and distributions will be paid by
each Trust. However, each participant will pay a pro rata share of brokerage
commissions incurred with respect to the Plan Agents open market purchases in
connection with the reinvestment of dividends and distributions. The automatic
reinvestment of dividends and distributions will not relieve participants of
any federal income tax that may be payable on such dividends or distributions.
Each Trust reserves the right
to amend or terminate the Plan. There is no direct service charge to
participants in the Plan; however, each Trust reserves the right to amend the
Plan to include a service charge payable by the participants. Participants that
request a sale of shares through the Plan Agent are subject to a $2.50 sales
fee and a $0.15 per share sold brokerage commission. All correspondence
concerning the Plan should be directed to the Plan Agent at P.O. Box 43078,
Providence, RI 02940-3078 or by calling (800) 699-1BFM. All overnight
correspondence should be directed to the Plan Agent at 250 Royall Street, Canton,
MA 02021.
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74
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ANNUAL REPORT
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JULY 31, 2010
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Name, Address
and Year of Birth
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Position(s)
Held with
Trusts
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Length
of Time
Served as
a Trustee
2
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Principal Occupation(s) During Past
Five Years
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Number of BlackRock-
Advised Registered
Investment Companies
(RICs) Consisting of
Investment Portfolios
(Portfolios) Overseen
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Public
Directorships
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Non-Interested
Trustees
1
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Richard E. Cavanagh
55 East 52nd
Street
New York, NY 10055
1946
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Chairman of
the Board
and Trustee
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Since 1994
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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; Adjunct Lecturer, Harvard University since 2007; President and
Chief Executive Officer, The Conference Board, Inc. (global business research
organization) from 1995 to 2007.
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99 RICs consisting of
97 Portfolios
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Arch Chemical (chemical and allied products)
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Karen P. Robards
55 East 52nd
Street
New York, NY 10055
1950
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Vice Chair of
the Board, Chair
of the Audit
Committee
and Trustee
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Since 2007
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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; Director of Enable Medical Corp. from 1996 to 2005;
Investment Banker at Morgan Stanley from 1976 to 1987.
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99 RICs consisting of
97 Portfolios
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AtriCure, Inc. (medical devices)
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Frank J. Fabozzi
55 East 52nd
Street
New York, NY 10055
1948
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Trustee and
Member of
the Audit
Committee
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Since 1988
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Consultant/Editor of The Journal of Portfolio
Management since 2006; Professor in the Practice of Finance and Becton
Fellow, Yale University, School of Management, since 2006; Adjunct Professor of
Finance and Becton Fellow, Yale University from 1994 to 2006.
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99 RICs consisting of
97 Portfolios
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None
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Kathleen F. Feldstein
55 East 52nd
Street
New York, NY 10055
1941
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Trustee
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Since 2005
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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.
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99 RICs consisting of
97 Portfolios
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The McClatchy Company (publishing); BellSouth
(telecommunications); Knight Ridder (publishing)
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James T. Flynn
55 East 52nd
Street
New York, NY 10055
1939
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Trustee and
Member of
the Audit
Committee
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Since 2007
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Chief Financial Officer of JPMorgan & Co., Inc.
from 1990 to 1995.
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99 RICs consisting of
97 Portfolios
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None
|
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|
|
|
Jerrold B. Harris
55 East 52nd
Street
New York, NY 10055
1942
|
|
Trustee
|
|
Since 2007
|
|
Trustee, Ursinus College since 2000; Director,
Troemner LLC (scientific equipment) since 2000; Director of Delta Waterfowl
Foundation since 2001; President and Chief Executive Officer, VWR Scientific
Products Corporation from 1990 to 1999.
|
|
99 RICs consisting of
97 Portfolios
|
|
BlackRock Kelso Capital Corp. (business development)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANNUAL REPORT
|
JULY 31, 2010
|
75
|
|
|
|
Officers and Trustees (continued)
|
|
|
|
|
|
|
|
|
|
|
|
Name, Address
and Year of Birth
|
|
Position(s)
Held with
Trusts
|
|
Length
of Time
Served as
a Trustee
2
|
|
Principal Occupation(s) During Past
Five Years
|
|
Number of BlackRock-
Advised Registered
Investment Companies
(RICs) Consisting of
Investment Portfolios
(Portfolios) Overseen
|
|
Public
Directorships
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interested
Trustees
1
(concluded)
|
|
|
|
|
|
|
|
|
|
|
|
R. Glenn Hubbard
55 East 52nd
Street
New York, NY 10055
1958
|
|
Trustee
|
|
Since 2004
|
|
Dean, Columbia Business School since 2004; Columbia
faculty member since 1988; Co-Director, Columbia Business Schools
Entrepreneurship Program from 1997 to 2004; Chairman, US Council of Economic
Advisers under the President of the United States from 2001 to 2003;
Chairman, Economic Policy Committee of the OECD from 2001 to 2003.
|
|
99 RICs consisting of
97 Portfolios
|
|
ADP (data and information services); KKR Financial
Corporation (finance); Metropolitan Life Insurance Company (insurance)
|
|
|
|
|
|
|
|
|
|
|
|
W. Carl Kester
55 East 52nd
Street
New York, NY 10055
1951
|
|
Trustee and
Member of
the Audit
Committee
|
|
Since 2007
|
|
George Fisher Baker Jr. Professor of Business
Administration, Harvard Business School; Deputy Dean for Academic Affairs
from 2006 to 2010; Unit Head, Finance, Harvard Business School from 2005 to
2006; Senior Associate Dean and Chairman of the MBA Program of Harvard
Business School from 1999 to 2005; Member of the faculty of Harvard Business
School since 1981; Independent Consultant since 1978.
|
|
99 RICs consisting of
97 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Trustees serve until their
resignation, removal or death, or until December 31 of the year in which they
turn 72.
|
|
|
|
|
2
|
Date shown is the earliest
date a person has served for any of the Trusts covered by this annual report.
Following the combination of Merrill Lynch Investment Managers, L.P. (MLIM)
and BlackRock, Inc. (BlackRock) in September 2006, the various legacy MLIM
and legacy BlackRock Fund boards were realigned and consolidated into three
new Fund boards in 2007. As a result, although the chart shows trustees as
joining the Trusts board in 2007, each trustee first became a member of the
board of directors 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested
Trustees
3
|
|
|
|
|
|
|
|
|
|
|
|
Richard S. Davis
55 East 52nd
Street
New York, NY 10055
1945
|
|
Trustee
|
|
Since 2007
|
|
Managing Director, BlackRock, Inc. since 2005; Chief
Executive Officer, State Street Research & Management Company from 2000
to 2005; Chairman of the Board of Trustees, State Street Research Mutual
Funds from 2000 to 2005.
|
|
169 RICs consisting of
292 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Henry Gabbay
55 East 52nd
Street
New York, NY 10055
1947
|
|
Trustee
|
|
Since 2007
|
|
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.
|
|
169 RICs consisting of
292 Portfolios
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
Mr. Davis is an interested
person, as defined in the Investment Company Act of 1940, of the Trusts
based on his position with BlackRock, Inc. and its affiliates. Mr. Gabbay is
an interested person of the Trusts 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. Trustees serve
until their resignation, removal or death, or until December 31 of the year
in which they turn 72.
|
|
|
|
|
|
76
|
ANNUAL REPORT
|
JULY 31, 2010
|
|
|
|
|
Officers and
Trustees (concluded)
|
|
|
|
|
|
|
|
Name, Address
and Year of Birth
|
|
Position(s)
Held with
Trusts
|
|
Length
of Time
Served
|
|
Principal Occupation(s) During Past
Five Years
|
|
|
|
|
|
|
|
Trusts
Officers
1
|
|
|
|
|
|
|
|
Anne Ackerley
55 East 52nd
Street
New York, NY 10055
1962
|
|
President and Chief Executive Officer
|
|
Since 2009
2
|
|
Managing Director of BlackRock, Inc. since 2000; Vice
President of the BlackRock-advised Funds from 2007 to 2009; Chief Operating
Officer of BlackRocks Global Client Group (GCG) since 2009; Chief Operating
Officer of BlackRocks US Retail Group from 2006 to 2009; Head of BlackRocks
Mutual Fund Group from 2000 to 2006.
|
|
|
|
|
|
|
|
Brendan Kyne
55 East 52nd
Street
New York, NY 10055
1977
|
|
Vice President
|
|
Since 2009
|
|
Managing Director of BlackRock, Inc. since 2010;
Director of BlackRock, Inc. from 2008 to 2009; Head of Product Development
and Management for BlackRocks US Retail Group since 2009, Co-head thereof
from 2007 to 2009; Vice President of BlackRock, Inc. from 2005 to 2008.
|
|
|
|
|
|
|
|
Neal Andrews
55 East 52nd
Street
New York, NY 10055
1966
|
|
Chief Financial Officer
|
|
Since 2007
|
|
Managing Director of BlackRock, Inc. since 2006;
Formerly Senior Vice President and Line of Business Head of Fund Accounting
and Administration at PNC Global Investment Servicing (US) Inc. from 1992 to
2006.
|
|
|
|
|
|
|
|
Jay Fife
55 East 52nd
Street
New York, NY 10055
1970
|
|
Treasurer
|
|
Since 2007
|
|
Managing Director of BlackRock, Inc. since 2007 and
Director in 2006; Assistant Treasurer of the Merrill Lynch Investment
Managers, L.P. (MLIM) and Fund Asset Management, L.P.-advised funds from
2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006.
|
|
|
|
|
|
|
|
Brian Kindelan
55 East 52nd
Street
New York, NY 10055
1959
|
|
Chief Compliance Officer
|
|
Since 2007
|
|
Chief Compliance Officer of the BlackRock-advised
Funds since 2007; Managing Director and Senior Counsel of BlackRock, Inc.
since 2005; Director and Senior Counsel of BlackRock Advisors, Inc. from 2001
to 2004.
|
|
|
|
|
|
|
|
Howard Surloff
55 East 52nd
Street
New York, NY 10055
1965
|
|
Secretary
|
|
Since 2007
|
|
Managing Director of BlackRock, Inc. and General
Counsel of US Funds at BlackRock, Inc. since 2006; Formerly General Counsel
(US) of Goldman Sachs Asset Management, L.P. from 1993 to 2006.
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Officers of the Trusts
serve at the pleasure of the Board of Trustees.
|
|
|
|
|
2
|
Ms. Ackerley has been
President and Chief Executive Officer since 2009 and was Vice President from
2007 to 2009.
|
|
|
|
|
Investment
Advisor
|
|
BlackRock Advisors, LLC
|
Wilmington, DE 19809
|
|
Sub-Advisor
|
|
BlackRock Financial
|
Management, Inc.
|
New York, NY 10055
|
|
Custodian
|
|
State Street Bank and
|
Trust Company
|
Boston, MA 02111
|
|
Transfer
Agent
Common Shares:
|
Computershare Trust
Company, N.A.
|
Providence, RI 02940
|
|
Auction
Agent:
|
BNY Mellon Shareowner
Services
|
Jersey City, NJ 07310
|
|
Accounting
Agent
|
|
State Street Bank and
|
Trust Company
|
Princeton, NJ 08540
|
|
Independent
Registered Public Accounting Firm
|
|
Deloitte & Touche LLP
|
Princeton, NJ 08540
|
|
Legal
Counsel
|
|
Skadden, Arps, Slate,
Meagher & Flom LLP
|
New York, NY 10036
|
|
Address of
the Trusts
|
|
100 Bellevue Parkway
|
Wilmington, DE 19809
|
|
Effective
March 31, 2010, G. Nicholas Beckwith, III, a Trustee of the Trusts, resigned.
The Trusts Board extends its best wishes to Mr. Beckwith.
|
|
|
|
|
|
|
|
ANNUAL REPORT
|
JULY 31, 2010
|
77
|
|
|
|
A
dditional Information
|
|
|
General Information
|
|
On July 29, 2010, BlackRock
Advisors, LLC, the Trusts investment advisor (the Manager), announced that a
shareholder derivative complaint was filed on July 27, 2010 in the Supreme
Court of the State of New York, New York County with respect to BFZ and BNJ,
which had previously received a demand letter from a law firm on behalf of each
trusts common shareholders. The complaint was filed against the Manager,
BlackRock, Inc., BFZ, BNJ and certain of the directors, officers and portfolio
managers (collectively, the BlackRock Parties) in connection with the
redemption of auction-market preferred shares, auction rate preferred
securities, auction preferred shares and auction rate securities (collectively,
AMPS). The complaint alleges, among other things, that the BlackRock Parties
breached their fiduciary duties to the common shareholders of BFZ and BNJ (the
Shareholders) by redeeming AMPS at their liquidation preference and alleges
that such redemptions caused losses to the Shareholders. The plaintiffs are
seeking monetary damages for the alleged losses suffered and to enjoin BFZ and
BNJ from future redemptions of AMPS at their liquidation preference. The
BlackRock Parties believe that the claims asserted in the complaint are without
merit and intend to vigorously defend themselves in the litigation.
Electronic Delivery
Electronic copies of most
financial reports are available on the Trusts websites or shareholders can
sign up for e-mail notifications of quarterly statements, annual and
semi-annual reports by enrolling in the Trusts electronic delivery program.
Shareholders Who Hold Accounts with Investment Advisors,
Banks or Brokerages:
Please contact your financial
advisor to enroll. Please note that not all investment advisors, banks or
brokerages may offer this service.
Householding
The Trusts will mail only one
copy of shareholder documents, including annual and semi-annual reports and
proxy statements, to shareholders with multiple accounts at the same address.
This practice is commonly called householding and is intended to reduce
expenses and eliminate duplicate mailings of shareholder documents. Mailings of
your shareholder documents may be householded indefinitely unless you instruct
us otherwise. If you do not want the mailing of these documents to be combined
with those for other members of your household, please call (800) 441-7762.
Availability of Quarterly Schedule of Investments
Each Trust files its complete
schedule of portfolio holdings with the Securities and Exchange
Commission (SEC) for the first and third quarters of each fiscal year on Form
N-Q. The Trusts Forms N-Q are available on the SECs website at
http://www.sec.gov and may also be reviewed and copied at the SECs Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling (800) SEC-0330. Each Trusts Forms N-Q
may also be obtained upon request and without charge by calling (800) 441-7762.
Availability of Proxy Voting Policies and Procedures
A description of the policies
and procedures that the Trusts use to determine how to vote proxies relating to
portfolio securities is available (1) without charge, upon request, by calling
(800) 441-7762; (2) at http://www.blackrock.com; and (3) on the SECs website
at http://www.sec.gov.
Availability of Proxy Voting Record
Information about how the
Trusts voted proxies relating to securities held in the Trusts portfolios
during the most recent 12-month period ended June 30 is available upon request
and without charge (1) at http://www.blackrock.com or by calling (800) 441-7762
and (2) on the SECs website at http://www.sec.gov.
The Trusts dividend policy
is to distribute all or a portion of their net investment income to their
shareholders on a monthly basis. In order to provide shareholders with a more
stable level of dividend distributions, the Trusts may at times pay out less
than the entire amount of net investment income earned in any particular month
and may at times in any particular month pay out such accumulated but
undistributed income in addition to net investment income earned in that month.
As a result, the dividends paid by the Trusts for any particular month may be
more or less than the amount of net investment income earned by the Trusts
during such month. The Trusts current accumulated but undistributed net
investment income, if any, is disclosed in the Statements of Assets and
Liabilities, which comprises part of the financial information included in this
report.
Certain Trusts are listed for
trading on the New York Stock Exchange (NYSE) and have filed with the NYSE
their annual chief executive officer certification regarding compliance with
the NYSEs listing standards. The Funds filed with the SEC the certification of
its chief executive officer and chief financial officer required by section 302
of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
78
|
ANNUAL REPORT
|
JULY 31, 2010
|
|
|
|
|
Additional Information (concluded)
|
|
|
Section 19(a) Notices
|
|
These reported amounts and
sources of distributions are estimates and are not provided for tax reporting
purposes. The actual amounts and sources for tax reporting purposes will depend
upon each Trusts investment results during the year and may be subject to
changes based on tax regulations. Each Trust will provide a Form 1099-DIV for
the calendar year that will explain the character of these dividends and
distributions for federal income tax purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Cumulative Distributions
for the Fiscal Year
|
|
|
%
Breakdown of the Total Cumulative Distributions
for the Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Investment
Income
|
|
|
Net
Realized
Capital
Gains
|
|
|
Return
of
Capital
|
|
|
Total
Per
Common
Share
|
|
|
Net
Investment
Income
|
|
|
Net
Realized
Capital
Gains
|
|
|
Return
of
Capital
|
|
|
Total
Per
Common
Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RNY
|
|
|
$0.835500
|
|
|
$0.024871
|
|
|
|
|
|
$0.860371
|
|
|
97%
|
|
|
3%
|
|
|
0%
|
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock Privacy Principles
|
|
BlackRock is committed to
maintaining the privacy of its current and former fund investors and individual
clients (collectively, Clients) and to safeguarding their non-public personal
information. The following information is provided to help you understand what
personal information BlackRock collects, how we protect that information and
why in certain cases we share such information with select parties.
If you are located in a
jurisdiction where specific laws, rules or regulations require BlackRock to
provide you with additional or different privacy-related rights beyond what is
set forth below, then BlackRock will comply with those specific laws, rules or
regulations.
BlackRock obtains or verifies
personal non-public information from and about you from different sources,
including the following: (i) information we receive from you or, if applicable,
your financial intermediary, on applications, forms or other documents; (ii)
information about your transactions with us, our affiliates, or others; (iii)
information we receive from a consumer reporting agency; and (iv) from visits
to our websites.
BlackRock does not sell or
disclose to non-affiliated third parties any non-public personal information
about its Clients, except as permitted by law or as is necessary to respond to
regulatory requests or to service Client 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.
We may share information with
our affiliates to service your account or to provide you with information about
other BlackRock products or services that may be of interest to you. In
addition, BlackRock restricts access to non-public personal information about
its Clients to those BlackRock employees with a legitimate business need for
the information. BlackRock maintains physical, electronic and procedural
safeguards that are designed to protect the non-public personal information of
its Clients, including procedures relating to the proper storage and disposal
of such information.
|
|
|
|
|
|
ANNUAL REPORT
|
JULY 31, 2010
|
79
|
This report is transmitted to
shareholders only. It is not a prospectus. Past performance results shown in
this report should not be considered a representation of future performance.
The Trusts have leveraged their Common Shares, which creates risks for Common
Shareholders, including the likelihood of greater volatility of net asset value
and market price of the Common Shares, and the risk that fluctuations in
short-term dividend rates of the Preferred Shares, currently set at the maximum
reset rate as a result of failed auctions, may reduce the Common Shares yield.
Statements and other information herein are as dated and are subject to change.
|
|
|
|
|
|
#CEF-BK9-07/10
|
|
Item 2 –
|
Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. During the period covered by this report, there have been
no amendments to or waivers granted under the code of ethics. A copy of the code of ethics is available without charge at www.blackrock.com.
|
|
|
Item 3 –
|
Audit Committee Financial Expert – The registrant’s board of directors or trustees, as applicable (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:
|
|
Kent Dixon (retired effective December 31, 2009)
|
|
Frank J. Fabozzi
|
|
James T. Flynn
|
|
W. Carl Kester
|
|
Karen P. Robards
|
|
|
|
The registrant’s board of directors has determined that W. Carl Kester and Karen P. Robards qualify as financial experts pursuant to Item 3(c)(4) of Form N-CSR.
|
|
|
|
Prof. Kester has a thorough understanding of generally accepted accounting principles, financial statements and internal control over financial reporting as well as audit committee functions. Prof. Kester has been involved in providing valuation and other financial consulting services to corporate clients since 1978. Prof. Kester’s financial consulting services present a breadth and level
of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant’s financial statements.
|
|
|
|
Ms. Robards has a thorough understanding of generally accepted accounting principles, financial statements and internal control over financial reporting as well as audit committee functions. Ms. Robards has been President of Robards & Company, a financial advisory firm, since 1987. Ms. Robards was formerly an investment banker for more than 10 years where she was responsible for evaluating
and assessing the performance of companies based on their financial results. Ms. Robards has over 30 years of experience analyzing financial statements. She also is a member of the audit committee of one publicly held company and a non-profit organization.
|
|
|
|
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification as an audit committee
financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
|
|
|
Item 4 –
|
Principal Accountant Fees and Services
|
|
(a) Audit Fees
|
(b) Audit-Related Fees
1
|
(c) Tax Fees
2
|
(d) All Other Fees
3
|
Entity Name
|
Current Fiscal Year End
|
Previous Fiscal Year End
|
Current Fiscal Year End
|
Previous Fiscal Year End
|
Current Fiscal Year End
|
Previous Fiscal Year End
|
Current Fiscal Year End
|
Previous Fiscal Year End
|
|
|
|
|
|
|
|
|
|
BlackRock New York Investment Quality Municipal Trust, Inc.
|
$17,000
|
$17,000
|
$3,500
|
$3,500
|
$6,100
|
$6,100
|
$0
|
$1,028
|
1 The nature of the services include assurance and related services reasonably related to the performance of the audit of financial statements not included in Audit Fees.
2 The nature of the services include tax compliance, tax advice and tax planning.
3 The nature of the services include a review of compliance procedures and attestation thereto.
|
(e)(1) Audit Committee Pre-Approval Policies and Procedures:
|
|
|
|
The registrant’s audit committee (the “Committee”) has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit
services provided to the registrant’s affiliated service providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the 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 accountants may be approved by the Committee without consideration on a specific
case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operation or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000
per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.
|
|
|
|
Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this
meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.
|
|
|
|
(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
|
|
|
|
(f) Not Applicable
|
|
(g)
Affiliates’ Aggregate Non-Audit Fees:
|
Entity Name
|
Current Fiscal Year
End
|
Previous Fiscal Year
End
|
|
|
|
BlackRock New York Investment Quality Municipal Trust, Inc.
|
$20,377
|
$413,128
|
|
(h) The registrant’s audit committee has considered and determined that the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any non-affiliated sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by the registrant’s investment adviser), and any entity
controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
|
|
|
|
Regulation S-X Rule 2-01(c)(7)(ii) – $10,777, 0%
|
|
|
Item 5 –
|
Audit Committee of Listed Registrants
|
|
(a)
|
The following individuals are members of the registrant’s separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)):
|
|
|
|
|
|
Kent Dixon (retired effective December 31, 2009)
|
|
|
Frank J. Fabozzi
|
|
|
James T. Flynn
|
|
|
W. Carl Kester
|
|
|
Karen P. Robards
|
|
|
|
|
(b)
|
Not Applicable
|
Item 6 –
|
Investments
|
|
(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.
|
|
(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
|
Item 7 –
|
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – The board of directors has delegated the voting of proxies for the Fund securities to the Fund’s investment adviser (“Investment Adviser”) pursuant to the Investment Adviser’s proxy voting guidelines. Under these guidelines, the Investment Adviser
will vote proxies related to Fund securities in the best interests of the Fund and its stockholders. From time to time, a vote may present a conflict between the interests of the Fund’s stockholders, on the one hand, and those of the Investment Adviser, or any affiliated person of the Fund or the Investment Adviser, on the other. In such event, provided that the Investment Adviser’s Equity Investment Policy Oversight Committee, or a sub-committee thereof (the
“Oversight Committee”) is aware of the real or potential conflict or material non-routine matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Investment
|
|
Adviser’s clients. If the Investment Adviser determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Investment Adviser’s Portfolio Management Group and/or the Investment Adviser’s Legal and Compliance
Department and concluding that the vote cast is in its client’s best interest notwithstanding the conflict. A copy of the Fund’s Proxy Voting Policy and Procedures are attached as Exhibit 99.PROXYPOL. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, (i) at www.blackrock.com and (ii) on the SEC’s website at
http://www.sec.gov
.
|
|
|
Item 8 –
|
Portfolio Managers of Closed-End Management Investment Companies – as of July 31, 2010.
|
|
(a)(1)
|
The registrant is managed by a team of investment professionals comprised of Timothy Browse, Director at BlackRock, Inc., Theodore R. Jaeckel, Jr., CFA, Managing Director at BlackRock, Inc., and Walter O’Connor, Managing Director at BlackRock, Inc. Each is a member of BlackRock, Inc.’s municipal tax-exempt management group. Each is jointly responsible for the
day-to-day management of the registrant’s portfolio, which includes setting the registrant’s overall investment strategy, overseeing the management of the registrant and/or selection of its investments. Messrs. Browse, Jaeckel and O’Connor have been members of the registrant’s portfolio management team since 2006, 2006 and 2006, respectively.
|
Portfolio Manager
|
Biography
|
Timothy Browse
|
Director of BlackRock, Inc. since 2008; Vice President of BlackRock, Inc. from 2006 to 2007; Vice President of Merrill Lynch Investment Managers, L.P. (“MLIM”) from 2004 to 2006.
|
Theodore R. Jaeckel, Jr.
|
Managing Director at BlackRock, Inc. since 2006; Managing Director of MLIM from 2005 to 2006; Director of MLIM from 1997 to 2005.
|
Walter O’Connor
|
Managing Director of BlackRock, Inc. since 2006; Managing Director of MLIM from 2003 to 2006; Director of MLIM from 1998 to 2003.
|
|
(a)(2)
|
As of July 31, 2010:
|
|
(ii) Number of Other Accounts Managed
and Assets by Account Type
|
(iii) Number
of
Other
Accounts
and
Assets
for Which Advisory Fee is
Performance-Based
|
(i) Name of
Portfolio Manager
|
Other
Registered
Investment
Companies
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
Other
Registered
Investment
Companies
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
Timothy Browse
|
13
|
0
|
0
|
0
|
0
|
0
|
|
$3.21 Billion
|
$0
|
$0
|
$0
|
$0
|
$0
|
Theodore R. Jaeckel, Jr.
|
72
|
0
|
0
|
0
|
0
|
0
|
|
$20.22 Billion
|
$0
|
$0
|
$0
|
$0
|
$0
|
Walter O’Connor
|
72
|
0
|
0
|
0
|
0
|
0
|
|
$20.22 Billion
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
(iv)
|
Potential Material Conflicts of Interest
|
|
BlackRock and its affiliates (collectively, herein “BlackRock”) has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of
portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have
performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, its affiliates and significant shareholders and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, or any of its affiliates
or significant shareholders, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors
or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. In this connection, it should be noted that a portfolio manager may currently manage
certain accounts that are subject to performance fees. In addition, a portfolio manager may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.
|
|
As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential
treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.
|
|
(a)(3)
|
As of July 31, 2010:
|
|
Portfolio Manager Compensation Overview
|
|
|
|
BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based
discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock such as its Long-Term Retention and Incentive Plan and Restricted Stock Program.
|
|
|
|
Base compensation.
Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in
these other capacities.
|
|
Discretionary Incentive Compensation
|
|
Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and
the individual’s seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts
managed by the portfolio managers are measured. BlackRock’s Chief Investment
Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks include a combination of market-based indices (e.g., Barclays Capital Municipal Bond Index), certain customized indices and certain fund industry peer groups.
|
|
|
|
BlackRock’s Chief Investment Officers make a subjective determination with respect to the portfolio managers’ compensation based on the performance of the funds and other accounts managed by each portfolio manager relative to the various benchmarks noted above. Performance is measured on both a pre-tax and after-tax basis over various time periods
including 1, 3, 5 and 10-year periods, as applicable.
|
|
|
|
Distribution of Discretionary Incentive Compensation
|
|
Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total
compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods.
|
|
|
|
Long-Term Retention and Incentive Plan (“LTIP”) —
From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that,
once vested, settle in BlackRock, Inc. common stock. Messrs. Jaeckel and O’Connor have each received awards under the LTIP.
|
|
|
|
Deferred Compensation Program —
A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options.
Messrs. Browse, Jaeckel and O’Connor have each participated in the deferred compensation program.
|
|
|
|
Other compensation benefits.
In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:
|
|
|
|
Incentive Savings Plans —
BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal
to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation. The RSP offers a range of investment options, including registered investment companies managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio.
The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.
|
|
(a)(4)
|
Beneficial Ownership of Securities
– As of July 31, 2010:
|
Portfolio Manager
|
Dollar Range of Equity Securities
Beneficially Owned
|
Timothy Browse
|
None
|
Theodore R. Jaeckel, Jr.
|
None
|
Walter O’Connor
|
None
|
|
(b) Not Applicable
|
|
|
Item 9 –
|
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable due to no such purchases during the period covered by this report.
|
|
|
Item 10 –
|
On September 17, 2010, the Board of Directors of the Fund amended and restated in its entirety the bylaws of the Fund (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws were deemed effective as of September 17, 2010 and set forth, among other things, the processes and procedures that shareholders of the Fund must follow, and specifies additional
information that shareholders of the Fund must provide, when proposing director nominations at any annual meeting or special meeting in lieu of an annual meeting or other business to be considered at an annual meeting or special meeting.
|
|
|
Item 11 –
|
Controls and Procedures
|
|
|
11(a) –
|
The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report
based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.
|
11(b) –
|
There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
|
|
Item 12 –
|
Exhibits attached hereto
|
|
|
12(a)(1) –
|
Code of Ethics – See Item 2
|
|
|
12(a)(2) –
|
Certifications – Attached hereto
|
|
|
12(a)(3) –
|
Not Applicable
|
|
|
12(b) –
|
Certifications – Attached hereto
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
BlackRock New York Investment Quality Municipal Trust, Inc.
|
|
|
|
By:
|
/s/ Anne F. Ackerley
|
|
|
|
Anne F. Ackerley
|
|
|
Chief Executive Officer of
|
|
|
BlackRock New York Investment Quality Municipal Trust, Inc.
|
|
|
|
Date: October 6, 2010
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
By:
|
/s/ Anne F. Ackerley
|
|
|
|
Anne F. Ackerley
|
|
|
Chief Executive Officer (principal executive officer) of
|
|
|
BlackRock New York Investment Quality Municipal Trust, Inc.
|
|
|
|
Date: October 6, 2010
|
|
|
|
By:
|
/s/ Neal J. Andrews
|
|
|
|
Neal J. Andrews
|
|
|
Chief Financial Officer (principal financial officer) of
|
|
|
BlackRock New York Investment Quality Municipal Trust, Inc.
|
|
|
|
Date: October 6, 2010
|
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