|
|
D
isclosure
of Investment Advisory Agreements and Sub-Advisory Agreements
|
The Board of
Directors (each, a Board, collectively, the Boards, and the members of
which are referred to as Board Members) of BlackRock Muni-Assets Fund, Inc.
(MUA), BlackRock MuniEnhanced Fund, Inc. (MEN), BlackRock MuniHoldings
Fund, Inc. (MHD), BlackRock MuniHoldings Fund II, Inc. (MUH), BlackRock
MuniHoldings Quality Fund, Inc. (MUS), BlackRock Muni Intermediate Duration
Fund, Inc. (MUI), BlackRock MuniVest Fund II, Inc. (MVT and together with
MUA, MEN, MHD, MUH, MUS and MUI, each a Fund, and, collectively, the Funds)
met on April 14, 2011 and May 1213, 2011 to consider the approval of each
Funds investment advisory agreement (each, an Advisory Agreement) with
BlackRock Advisors, LLC (the Manager), each Funds investment advisor. The
Board of each Fund also considered the approval of the sub-advisory agreement
(each, a Sub-Advisory Agreement) between the Manager and BlackRock Investment
Management, LLC (the Sub-Advisor), with respect to each 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
Each Board
consists of eleven individuals, nine 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 the Funds 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 Board is an Independent Board Member.
Each Board has 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
Board of each of MHD, MUH, MUS and MVT also has established a Committee on
Auction Market Preferred Shares. In addition, the Board of each of MEN and MUI
had established a Committee on Auction Market Preferred Shares prior to the
redemption of all of its respective Funds outstanding auction market preferred
shares. Further, the Boards, together with the boards of other
BlackRock-managed funds, also had established an ad hoc committee, the Joint Product
Pricing Committee, which consisted of Independent Board Members and the
directors/trustees of the boards of certain other BlackRock-managed funds, who
were not interested persons of their respective funds.
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 BlackRock, its personnel and its affiliates, including
investment management, administrative and shareholder services, oversight of
fund accounting and custody, marketing services, risk oversight, compliance
program and assistance in meeting applicable legal and regulatory requirements.
The Boards,
acting directly and through their respective committees, considered at each of
their meetings, and from time to time as appropriate, factors that are relevant
to their annual consideration of the renewal of the Agreements, including the
services and support provided by BlackRock to the Funds and their shareholders.
Among the matters the Boards 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 analyses of the reasons for any over performance or underperformance
against their peers and/or benchmark, as applicable; (b) fees, including
advisory and other amounts paid to BlackRock and its affiliates by the Funds
for services such as call center and fund accounting; (c) Fund operating
expenses and how BlackRock allocates expenses to the Funds; (d) the resources
devoted to, risk oversight of, and compliance reports relating to, implementation
of the Funds investment objectives, policies and restrictions; (e) the Funds
compliance with their Code of Ethics and other 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 and risk and compliance oversight
mechanisms; (h) BlackRocks implementation of the proxy voting policies
approved by the Boards; (i) execution quality of portfolio transactions; (j)
BlackRocks implementation of the Funds valuation and liquidity procedures;
(k) analyses of contractual and actual management fee ratios for products with
similar investment objectives across the open-end fund, closed-end fund and
institutional account product channels, as applicable; (l) BlackRocks
compensation methodology for its investment professionals and the incentives it
creates; and (m) periodic updates on BlackRocks business.
Board Considerations in Approving the
Agreements
The Approval Process:
Prior
to the April 14, 2011 meeting, the Boards requested and received materials
specifically relating to the Agreements. The Boards are engaged in a process
with BlackRock to review periodically 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 the Funds as compared with a peer group of funds
as determined by Lipper and a customized peer group selected by BlackRock
(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) general analyses provided by
BlackRock concerning investment management fees (a combination of the advisory
fee and the administration fee, if any) charged to other clients, such as
institutional clients and open-end funds, under similar investment mandates, as
applicable; (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.
|
|
|
|
|
|
68
|
SEMI-ANNUAL REPORT
|
OCTOBER 31, 2011
|
|
|
Disclosure of Investment
Advisory Agreements and Sub-Advisory Agreements (continued)
|
At an
in-person meeting held on April 14, 2011, the Boards reviewed materials
relating to their consideration of the Agreements. As a result of the
discussions that occurred during the April 14, 2011 meeting, and as a
culmination of the Boards year-long deliberative process, the Boards presented
BlackRock with questions and requests for additional information. BlackRock
responded to these requests with additional written information in advance of
the May 1213, 2011 Board meeting.
At an
in-person meeting held on May 1213, 2011, each Board, including the
Independent Board Members, unanimously approved the continuation of the
Advisory Agreement between the Manager and its Fund and the Sub-Advisory
Agreement between the Manager and the Sub-Advisor with respect to its Fund,
each for a one-year term ending June 30, 2012. 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 the Funds
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 the
Funds; (d) economies of scale; (e) fall-out benefits to BlackRock as a result
of its relationship with the Funds; and (f) 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 Fund portfolio
holdings, direct and indirect benefits to BlackRock and its affiliates and
significant shareholders from their relationship with Funds 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 the Funds. Throughout the year, the Boards compared
Fund performance to the performance of a comparable group of closed-end funds
and/or 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. Each Board also reviewed the
materials provided by its Funds portfolio management team discussing Fund
performance and the Funds investment objective, strategies and outlook.
The Boards
considered, among other factors, the number, education and experience of
BlackRocks investment personnel generally and their Funds portfolio
management teams, 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 engaged in a review of BlackRocks compensation structure
with respect to their Funds portfolio management teams and BlackRocks ability
to attract and retain high-quality talent and create performance incentives.
In addition to
advisory services, the Boards considered the quality of the administrative and
non-investment advisory services provided to the Funds. BlackRock and its
affiliates provide the Funds with certain services (in addition to any such
services provided to the Funds by third parties) and officers and other
personnel as are necessary for the operations of the Funds. In addition to
investment advisory services, BlackRock and its affiliates provide the Funds
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 the Funds;
(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 the Funds, 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 their
Funds. In preparation for the April 14, 2011 meeting, the Boards worked with
BlackRock and Lipper to develop a template for, and was 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 its review,
each Board received and reviewed information regarding the investment
performance, based on net asset value (NAV), of its Fund as compared to funds
in that Funds applicable Lipper category and 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 and each Boards Performance
Oversight Committee regularly review, and meet with Fund management to discuss,
the performance of the Funds throughout the year.
The Board of
each of MUA, MEN, MHD, MUH, MUI and MVT noted that, in general, its respective
Fund performed better than its Peers in that the Funds performance was at or
above the median of its Customized Lipper Peer Group Composite in each of the
one-, three- and five-year periods reported.
The Board of
MUS noted that, in general, MUS performed better than its Peers in that MUSs
performance was at or above the median of its Customized Lipper Peer Group
Composite in two of the one-, three- and five-year periods reported.
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.
|
|
|
|
|
|
|
|
|
SEMI-ANNUAL REPORT
|
OCTOBER 31, 2011
|
69
|
|
|
Disclosure of Investment
Advisory Agreements and Sub-Advisory Agreements (continued)
|
C. Consideration of the Advisory/Management
Fees and the Cost of the Services and Profits to be Realized by BlackRock and its
Affiliates from their Relationship with the Funds:
Each
Board, including the Independent Board Members, reviewed its Funds contractual
management fee ratio compared with the other funds in its Lipper category. It
also compared the Funds total expense ratio, as well as actual management fee
ratio, to those of other funds in its Lipper category. Each Board 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 the Funds. The
Boards were also provided with a profitability analysis that detailed the
revenues earned and the expenses incurred by BlackRock for services provided to
the Funds. The Boards reviewed BlackRocks profitability with respect to the
Funds and other funds the Boards currently oversee for the year ended December
31, 2010 compared to available aggregate profitability data provided for the
years ended December 31, 2009, and 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. 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, in general and 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 the Funds by
BlackRock, and BlackRocks and its affiliates profits relating to the
management of the Funds and the other funds advised by BlackRock and its
affiliates. As part of its analysis, the Boards reviewed BlackRocks
methodology in allocating its costs to the management of the Funds. 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 respective Funds contractual management fee ratio (a
combination of the advisory fee and the administration fee, if any) was lower
than or equal to the median contractual management fee ratio paid by the Funds
Peers, in each case before taking into account any expense reimbursements or
fee waivers.
D. Economies of Scale:
Each
Board, including the Independent Board Members, considered the extent to which
economies of scale might be realized as the assets of its Fund increase. Each
Board also considered the extent to which its Fund benefits from such economies
and whether there should be changes in the advisory fee rate or structure in
order to enable the 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 the Fund. Based on the ad hoc Joint Product Pricing Committees and
each Boards review and consideration of this issue, each Board concluded that
closed-end funds are typically priced at scale at a funds inception;
therefore, the implementation of breakpoints was not necessary.
The Boards
noted that most closed-end funds do not have fund level breakpoints because
closed-end funds generally do not experience substantial growth after the
initial public offering. The Boards noted that only one closed-end fund in the
Fund Complex has breakpoints in its advisory fee 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, both tangible and intangible, such as
BlackRocks ability to leverage its investment professionals who manage other
portfolios and risk management personnel, an increase in BlackRocks profile in
the investment advisory community, and the engagement of BlackRocks affiliates
as service providers to the Funds, including securities lending 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 registered fund transactions to assist in managing
all or a number of its other client accounts. The Boards further noted that
BlackRocks funds may invest in affiliated 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 prac-tices. 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 market-place and that
shareholders are able to sell their Fund 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.
|
|
|
|
|
|
70
|
SEMI-ANNUAL REPORT
|
OCTOBER 31, 2011
|
|
|
Disclosure of Investment
Advisory Agreements and Sub-Advisory Agreements (concluded)
|
Conclusion
Each Board,
including the Independent Board Members, unanimously approved the continuation
of the Advisory Agreement between the Manager and its Fund for a one-year term
ending June 30, 2012 and the Sub-Advisory Agreement between the Manager and the
Sub-Advisor, with respect to its Fund, for a one-year term ending June 30,
2012. As part of its approval, each Board considered the detailed review of
BlackRocks fee structure, as it applies to its Fund, conducted by the ad hoc
Joint Product Pricing Committee. Based upon its evaluation of all of the
aforementioned factors in their totality, each Board, including the Independent
Board Members, was satisfied that the terms of the Agreements were fair and
reasonable and in the best interest of its Fund and its shareholders. In
arriving at its decision to approve the Agreements, no Board identified 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 these determinations. The contractual fee arrangements for the Funds
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. As a result, the Board Members
conclusions may be based in part on their consideration of these arrangements
in prior years.
|
|
|
|
|
|
|
|
|
SEMI-ANNUAL REPORT
|
OCTOBER 31, 2011
|
71
|
|
Richard E.
Cavanagh, Chairman of the Board and Director
|
Karen P.
Robards, Vice Chairperson of the Board,
|
Chairperson of the Audit Committee and
Director
|
Paul L.
Audet, Director
|
Michael
Castellano, Director and Member of the Audit Committee
|
Frank J.
Fabozzi, Director and Member of the Audit Committee
|
Kathleen F.
Feldstein, Director
|
James T.
Flynn, Director and Member of the Audit Committee
|
Henry
Gabbay, Director
|
Jerold B.
Harris, Director
|
R. Glenn
Hubbard, Director
|
W. Carl
Kester, Director and Member of the Audit Committee
|
John M.
Perlowski, President and Chief Executive Officer
|
Anne
Ackerley, Vice President
|
Brendan
Kyne, Vice President
|
Neal
Andrews, Chief Financial Officer
|
Jay Fife,
Treasurer
|
Brian
Kindelan, Chief Compliance Officer and
|
Anti-Money Laundering Officer
|
Ira P.
Shapiro, Secretary
|
|
Effective July 28, 2011, Richard S. Davis resigned as Director of
the
Funds, and Paul L. Audet became Director of the Funds.
|
|
Investment Advisor
|
|
BlackRock
Advisors, LLC
|
Wilmington,
DE 19809
|
|
|
Sub-Advisor
|
|
BlackRock
Investment Management, LLC
|
Princeton,
NJ 08540
|
|
Custodians
|
|
The Bank of
New York Mellon
1
|
New York, NY
10286
|
|
State Street
Bank and Trust Company
2
|
Boston, MA
02110
|
|
Transfer Agents
|
|
Common Shares:
|
BNY Mellon
Shareowner Services
1
|
Jersey City,
NJ 07310
|
|
Computershare
Trust Company, N.A.
2
|
Providence,
RI 02940
|
|
AMPS Auction Agent
|
|
BNY Mellon
Shareowner Services
3
|
Jersey City,
NJ 07310
|
|
VRDP Tender and Paying Agent
|
|
The Bank of
New York Mellon
4
|
New York, NY
10289
|
|
VRDP Remarketing Agents
|
|
Citigroup
Global Markets Inc.
5
|
New York, NY
10179
|
|
J.P. Morgan
Securities LLC
6
|
New York, NY
10179
|
|
Accounting Agent
|
|
State Street
Bank and Trust Company
|
Boston, MA
02110
|
|
Independent Registered Public Accounting Firm
|
|
Deloitte
& Touche LLP
|
Boston, MA
02116
|
|
Legal Counsel
|
|
Skadden,
Arps, Slate, Meagher & Flom LLP
|
New York, NY
10036
|
|
Address of the Funds
|
|
100 Bellevue
Parkway
|
Wilmington,
DE 19809
|
|
|
|
|
1
|
For MUA, MHD, MUH, MUS and
MVT.
|
|
|
2
|
For MEN and MUI.
|
|
|
3
|
For MUH, MUS and MVT.
|
|
|
4
|
For MEN, MHD and MUI.
|
|
|
5
|
For MEN.
|
|
|
6
|
For MUI.
|
|
|
|
|
|
|
72
|
SEMI-ANNUAL REPORT
|
OCTOBER 31, 2011
|
|
|
A
dditional Information
|
|
Proxy Results
|
The Annual Meeting of
Shareholders was held on July 28, 2011, for shareholders of record on May 31,
2011, to elect director nominees for each Fund. There were no broker non-votes
with regard to any of the Funds.
Approved the Class I
Directors as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul L.
Audet
|
|
Michael
J. Castellano
|
|
R.
Glenn Hubbard
|
|
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
Votes For
|
|
Votes
Withheld
|
|
Abstain
|
|
MUA
|
|
32,119,362
|
|
1,290,980
|
|
0
|
|
32,105,120
|
|
1,305,222
|
|
0
|
|
32,133,705
|
|
1,276,637
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W. Carl
Kester
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MUA
|
|
32,136,303
|
|
1,274,039
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Trust listed above,
Directors whose term of office continued after the Annual Meeting of Shareholders
because they were not up for election are Richard E. Cavanagh, Frank J.
Fabozzi, Kathleen F. Feldstein, James T. Flynn, Henry Gabbay, Jerrold B. Harris
and Karen P. Robards.
Approved the Directors as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul L.
Audet
|
|
Michael
J. Castellano
|
|
Richard
E. Cavanagh
|
|
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
MEN
|
|
24,547,599
|
|
506,964
|
|
0
|
|
24,503,067
|
|
551,497
|
|
0
|
|
24,530,219
|
|
524,344
|
|
0
|
|
MHD
|
|
12,605,951
|
|
285,605
|
|
0
|
|
12,573,930
|
|
317,626
|
|
0
|
|
12,596,548
|
|
295,008
|
|
0
|
|
MUH
|
|
9,405,000
|
|
579,274
|
|
0
|
|
9,441,559
|
|
542,715
|
|
0
|
|
9,451,432
|
|
532,842
|
|
0
|
|
MUS
|
|
9,558,088
|
|
549,432
|
|
0
|
|
9,539,774
|
|
567,746
|
|
0
|
|
9,540,484
|
|
567,036
|
|
0
|
|
MUI
|
|
36,168,801
|
|
691,778
|
|
0
|
|
36,142,165
|
|
718,414
|
|
0
|
|
36,196,742
|
|
663,837
|
|
0
|
|
MVT
|
|
18,060,117
|
|
724,267
|
|
0
|
|
18,058,413
|
|
725,971
|
|
0
|
|
18,037,270
|
|
747,114
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank
J. Fabozzi
1
|
|
Kathleen
F. Feldstein
|
|
James
T. Flynn
|
|
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
MEN
|
|
750
|
|
275
|
|
0
|
|
24,387,878
|
|
666,686
|
|
0
|
|
24,410,701
|
|
643,862
|
|
0
|
|
MHD
|
|
2,969
|
|
14
|
|
0
|
|
12,538,842
|
|
352,714
|
|
0
|
|
12,555,965
|
|
335,591
|
|
0
|
|
MUH
|
|
1,615
|
|
28
|
|
0
|
|
9,390,492
|
|
593,782
|
|
0
|
|
9,426,054
|
|
558,220
|
|
0
|
|
MUS
|
|
1,864
|
|
26
|
|
0
|
|
9,474,948
|
|
632,572
|
|
0
|
|
9,492,069
|
|
615,451
|
|
0
|
|
MUI
|
|
2,215
|
|
656
|
|
0
|
|
36,091,671
|
|
768,908
|
|
0
|
|
36,115,832
|
|
744,747
|
|
0
|
|
MVT
|
|
4,490
|
|
81
|
|
0
|
|
18,034,858
|
|
749,525
|
|
0
|
|
18,061,269
|
|
723,115
|
|
0
|
|
|
|
|
Henry
Gabbay
|
|
Jerrold
B. Harris
|
|
R.
Glenn Hubbard
|
|
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
MEN
|
|
24,543,095
|
|
511,468
|
|
0
|
|
24,519,856
|
|
534,707
|
|
0
|
|
24,517,286
|
|
537,277
|
|
0
|
|
MHD
|
|
12,609,016
|
|
282,540
|
|
0
|
|
12,533,482
|
|
358,074
|
|
0
|
|
12,599,371
|
|
292,185
|
|
0
|
|
MUH
|
|
9,398,527
|
|
585,747
|
|
0
|
|
9,396,352
|
|
587,922
|
|
0
|
|
9,429,591
|
|
554,683
|
|
0
|
|
MUS
|
|
9,548,005
|
|
559,515
|
|
0
|
|
9,482,106
|
|
625,414
|
|
0
|
|
9,556,788
|
|
550,732
|
|
0
|
|
MUI
|
|
36,153,148
|
|
707,431
|
|
0
|
|
36,138,625
|
|
721,954
|
|
0
|
|
36,174,226
|
|
686,353
|
|
0
|
|
MVT
|
|
18,058,882
|
|
725,502
|
|
0
|
|
18,019,802
|
|
764,582
|
|
0
|
|
18,107,191
|
|
677,192
|
|
0
|
|
|
|
|
W. Carl
Kester
1
|
|
Karen
P. Robards
|
|
|
|
|
|
|
|
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
Votes
For
|
|
Votes
Withheld
|
|
Abstain
|
|
|
|
|
|
|
|
MEN
|
|
750
|
|
275
|
|
0
|
|
24,538,118
|
|
516,445
|
|
0
|
|
|
|
|
|
|
|
MHD
|
|
2,969
|
|
14
|
|
0
|
|
12,615,410
|
|
276,146
|
|
0
|
|
|
|
|
|
|
|
MUH
|
|
1,615
|
|
28
|
|
0
|
|
9,405,247
|
|
579,027
|
|
0
|
|
|
|
|
|
|
|
MUS
|
|
1,864
|
|
26
|
|
0
|
|
9,560,224
|
|
547,296
|
|
0
|
|
|
|
|
|
|
|
MUI
|
|
2,215
|
|
656
|
|
0
|
|
36,125,210
|
|
735,369
|
|
0
|
|
|
|
|
|
|
|
MVT
|
|
4,490
|
|
81
|
|
0
|
|
18,043,337
|
|
741,047
|
|
0
|
|
|
|
|
|
|
|
|
|
1
|
Voted on by holders of AMPS
only.
|
|
|
|
|
|
|
|
|
|
SEMI-ANNUAL REPORT
|
OCTOBER 31, 2011
|
73
|
|
|
Additional Information (continued)
|
|
Dividend Policy
|
The Funds 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 Funds 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 Funds for any particular month may
be more or less than the amount of net investment income earned by the Funds
during such month. The Funds 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.
On June 10, 2010, the Manager
announced that the directors of MUI had received a demand letter sent on behalf
of certain of MUI Common Shareholders. The demand letter alleged that the
Manager and MUIs officers and Board of Directors (the Board) breached their
fiduciary duties owed to MUI and its Common Shareholders by redeeming at par
certain of MUIs AMPS, and demanded that the Board take action to remedy those
alleged breaches. In response to the demand letter, the Board established a
Demand Review Committee (the Committee) of the Independent Directors to
investigate the claims made in the demand letter with the assistance of
independent counsel. Based upon its investigation, the Committee recommended
that the Board reject the demand specified in the letter. After reviewing the
findings of the Committee, the Board unanimously adopted the Committees
recommendation and unanimously voted to reject the demand.
The Funds do not make
available copies of their Statements of Additional Information because the
Funds shares are not continuously offered, which means that the Statement of
Additional Information of each Fund has not been updated after completion of
the respective Funds offerings and the information contained in each Funds
Statement of Additional Information may have become outdated.
During the period, there were
no material changes in the Funds investment objectives or policies or to the
Funds charters or by-laws that were not approved by the shareholders or in the
principal risk factors associated with investment in the Funds. There have been
no changes in the persons who are primarily responsible for the day-to-day
management of the Funds portfolio.
Quarterly performance,
semi-annual and annual reports and other information regarding the Funds may be
found on BlackRocks website, which can be accessed at
http://www.blackrock.com. This reference to BlackRocks web-site is intended to
allow investors public access to information regarding the Funds and does not,
and is not intended to, incorporate BlackRocks website into this report.
Electronic Delivery
Electronic copies of most
financial reports are available on the Funds web-sites or shareholders can
sign up for e-mail notifications of quarterly statements, annual and
semi-annual reports by enrolling in the Funds electronic delivery program.
To enroll:
Shareholders Who Hold Accounts with Investment Advisors,
Banks or Brokerages:
Please contact your financial
advisor. Please note that not all investment advisors, banks or brokerages may
offer this service.
Householding
The Funds 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.
|
|
|
|
|
|
74
|
SEMI-ANNUAL REPORT
|
OCTOBER 31, 2011
|
|
|
Additional Information (concluded)
|
|
General Information (concluded)
|
Availability of Quarterly Schedule of Investments
The Funds file their complete
schedule of portfolio holdings with the SEC for the first and third quarters of
each fiscal year on Form N-Q. The Funds 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 how to access documents
on the SECs website without charge may be obtained by calling (800) SEC-0330.
The Funds 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 Funds 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
Funds voted proxies relating to securities held in the Funds 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.
Availability of Fund Updates
BlackRock will update
performance and certain other data for the Funds on a monthly basis on its
website in the Closed-end Funds section of http://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
Funds.
|
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.
|
|
|
|
|
|
|
|
|
SEMI-ANNUAL REPORT
|
OCTOBER 31, 2011
|
75
|
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.
Certain of the Funds 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 the short-term dividend rates of the Preferred Shares,
including AMPS, which are 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.
|
|
#CEMUNI7-10/11-SAR
|
|
Item 2 –
|
Code of Ethics – Not Applicable to this semi-annual report
|
|
|
Item 3 –
|
Audit Committee Financial Expert – Not Applicable to this semi-annual report
|
|
|
Item 4 –
|
Principal Accountant Fees and Services – Not Applicable to this semi-annual report
|
|
|
Item 5 –
|
Audit Committee of Listed Registrants – Not Applicable to this semi-annual report
|
|
|
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 – Not Applicable to this semi-annual report
|
|
|
Item 8 –
|
Portfolio Managers of Closed-End Management Investment Companies
|
|
(a) Not Applicable to this semi-annual report
|
|
(b) As of the date of this filing, there have been no changes in any of the portfolio managers identified in the most recent annual report on Form N-CSR.
|
|
|
Item 9 –
|
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable
|
|
|
Item 10 –
|
Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.
|
|
|
Item 11 –
|
Controls and Procedures
|
|
|
|
(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.
|
|
|
|
(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
|
|
|
|
(a)(1) – Code of Ethics – Not Applicable to this semi-annual report
|
|
|
|
(a)(2) – Certifications – Attached hereto
|
|
|
|
(a)(3) – Not Applicable
|
|
|
|
(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 MuniHoldings Fund, Inc.
|
|
|
|
By:
|
/s/ John M. Perlowski
|
|
|
|
John M. Perlowski
|
|
|
Chief Executive Officer (principal executive officer) of
|
|
|
BlackRock MuniHoldings Fund, Inc.
|
|
|
|
Date: January 03, 2012
|
|
|
|
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/ John M. Perlowski
|
|
|
|
John M. Perlowski
|
|
|
Chief Executive Officer (principal executive officer) of
|
|
|
BlackRock MuniHoldings Fund, Inc.
|
|
|
|
Date: January 03, 2012
|
|
|
|
By:
|
/s/ Neal J. Andrews
|
|
|
|
Neal J. Andrews
|
|
|
Chief Financial Officer (principal financial officer) of
|
|
|
BlackRock MuniHoldings Fund, Inc.
|
|
|
|
|
Date: January 03, 2012
|
BlackRock MuniHoldings (NYSE:MHD)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
BlackRock MuniHoldings (NYSE:MHD)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024