<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The BlackRock Government Income Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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<PAGE>
PRUDENTIAL MUTUAL FUNDS
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
------------------------
August , 1996
Dear Shareholder:
Enclosed is a proxy statement asking you to vote in favor of several
proposals relating to the management and operation of your Fund.
Meetings of your Fund and of other Funds within the Prudential Mutual Fund
Complex are being held on October 30, 1996 to consider these proposals and to
transact any other business that may properly come before the meetings. In the
past, when we have solicited proxies for your Fund, we usually have enclosed a
proxy statement directed solely to the shareholders of your Fund. This time,
however, shareholders of two Funds are being asked to approve some of the same
proposals, so most of the information that must be included in a proxy statement
for your Fund needs to be included in a proxy statement for the other Fund as
well. Therefore, in order to save money for your Fund, one proxy statement has
been prepared for both Funds. This proxy statement contains detailed information
about each of the proposals relating to your Fund, and we recommend that you
read it carefully. However, we have also attached some Questions and Answers
that we hope will assist you in evaluating the proposals.
For The BlackRock Government Income Trust, we have retained an outside proxy
solicitation firm to assist us with any necessary follow-up. If we have not
received your vote as the meeting date approaches, you may receive a telephone
call from Shareholder Communications Corporation to ask for your vote. We hope
that their telephone call does not inconvenience you.
You will receive a separate proxy statement and proxy card for each Fund
that you own. If you hold shares in more than one Fund or you have more than one
account holding Fund shares (E.G., an individual account AND an IRA), you will
receive multiple copies of this Proxy Statement and proxy cards for each of your
Fund accounts. Please vote each proxy card you receive.
Thank you for your attention to this matter and for your continuing
investment in the Prudential Mutual Funds.
Very truly yours,
RICHARD A. REDEKER
PRESIDENT
Prudential Mutual Fund Management
PROXY CARDS FOR EACH OF YOUR FUNDS ARE ENCLOSED ALONG WITH THE PROXY
STATEMENT. PLEASE VOTE YOUR SHARES TODAY BY SIGNING AND RETURNING EACH
ENCLOSED PROXY CARD IN THE POSTAGE PREPAID ENVELOPE PROVIDED. THE BOARD OF
YOUR FUND RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES FOR BOARD MEMBER AND
"FOR" EACH PROPOSAL.
<PAGE>
QUESTIONS AND ANSWERS
Q: WHAT IS THE PURPOSE OF THIS PROXY SOLICITATION?
A:The purpose of this proxy is to ask you to vote on three primary issues:
- to elect four Board members;
- for The BlackRock Government Income Trust, to approve changes to the
Fund's fundamental investment restrictions; and
- to ratify the selection of your Fund's independent accountants for the
current year.
Q: WHY AM I RECEIVING PROXY INFORMATION ON A FUND THAT I DO NOT OWN?
A:In the past, when we have solicited proxies for your Fund, we have generally
enclosed a proxy statement directed solely to the shareholders of one Fund.
This time, however, shareholders of two Funds are being asked to approve some
of the same proposals, so most of the information that must be included in a
proxy statement for your Fund needs to be included in a proxy statement for
the other Fund as well. Therefore, in order to save money for your Fund, one
proxy statement has been prepared for both Funds.
Q: WHY AM I RECEIVING MORE THAN ONE PROXY STATEMENT OR MORE THAN ONE MAILING?
A:You will receive a separate proxy statement for each Fund that you own. Also,
if you hold shares in more than one account, for example, in an individual
account AND in an IRA, you will receive multiple proxy statements. Each proxy
card should be voted and returned.
Q: WHY ARE YOU RECOMMENDING A NEW BOARD FOR THE FUNDS?
A:An advisory group comprised of independent directors of the Prudential Mutual
Funds, including a number of the existing Board members of the Funds (the
Advisory Group), assisted by representatives of Prudential Mutual Fund
Management, formed a corporate governance task force and considered issues
relating to the management and governance of the Funds. The Advisory Group
recommended to the Fund Boards, as part of an overall plan to coordinate and
enhance the efficiency of the operation of the Funds, that the Prudential
Mutual Funds should be restructured with fewer boards in the Complex. The Fund
Boards adopted the recommendations of the Advisory Group and nominated four
individuals drawn primarily from existing Boards. Three of the individual
Board nominees are independent of Prudential.
Q: WILL THE PROPOSED CHANGES RESULT IN HIGHER MANAGEMENT FEES?
A:No. The management fees charged to each Fund will remain the same.
Q: WILL THE PROPOSED CHANGES RESULT IN HIGHER DIRECTORS' AND TRUSTEES' FEES?
A:It is anticipated that, on a Fund by Fund basis, Directors' and Trustees' fees
in the aggregate will not be higher than they are currently.
Q: WHAT ARE "FUNDAMENTAL" INVESTMENT RESTRICTIONS, AND WHY IS IT PROPOSED THAT
ONE BE CHANGED?
A:A Fund's "fundamental" investment restrictions are limitations placed on a
Fund's investment policies that can be changed only by a shareholder
vote--EVEN IF THE CHANGES ARE MINOR. The law requires certain investment
policies to be designated as fundamental. The BlackRock Government Income
Trust adopted a fundamental investment restriction when the Fund was created,
and it reflects a regulatory
<PAGE>
requirement that, while still in effect, does not need to be classified as a
fundamental restriction. The Board of The BlackRock Government Income Trust
believes that fundamental investment restrictions that are not legally
required should be eliminated and that the proposed change to the Fund's
fundamental investment restrictions will provide greater flexibility. No
changes are being proposed to the fundamental investment restrictions of
Global Utility Fund.
Q: WHAT ARE MY BOARD'S RECOMMENDATIONS?
A:The Board of each Fund has recommended that you vote "FOR" the nominees for
Board member and "FOR" each Proposal that applies to your Fund.
THE ATTACHED PROXY STATEMENT CONTAINS MORE DETAILED INFORMATION ABOUT EACH
OF THE PROPOSALS RELATING TO YOUR FUND. PLEASE READ IT CAREFULLY.
<PAGE>
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Enclosed you will find one or more proxy cards relating to each of the Funds
for which you are entitled to vote. Please indicate your voting instructions
on EACH of the enclosed proxy cards, date and sign them, and return them in
the envelope provided. IF YOU SIGN, DATE AND RETURN A PROXY CARD BUT GIVE NO
VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" THE NOMINEES FOR
DIRECTOR OR TRUSTEE NAMED IN THE ATTACHED PROXY STATEMENT AND "FOR" ALL
OTHER PROPOSALS INDICATED ON THE CARDS. In order to avoid the additional
expense to the Funds of further solicitation, we ask your cooperation in
mailing in your proxy cards promptly. Unless proxy cards are signed by the
appropriate persons as indicated in the instructions below, they will not be
voted.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on the
proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
- -------------------------------------------------------------------------- ----------------------------
<S> <C>
Corporate Accounts
(1) XYZ Corp.......................................................... XYZ Corp.
Jane L. Doe, Treasurer
(2) XYZ Corp.......................................................... Jane L. Doe, Treasurer
(3) XYZ Corp. c/o Jane L. Doe, Treasurer.............................. Jane L. Doe
(4) XYZ Corp. Profit Sharing Plan..................................... Jane L. Doe, Trustee
Partnership Accounts
(1) The ABC Partnership............................................... Robert Fogg, Partner
(2) Fogg and Hale, Limited Partnership................................ Robert Fogg, General Partner
Trust Accounts
(1) ABC Trust Account................................................. William X. Smith, Trustee
(2) Ron F. Anderson, Trustee u/t/d 12/28/78........................... Ron F. Anderson
Custodial or Estate Accounts
(1) Katherine T. John, Cust. F/b/o Albert T. John, Jr. UGMA/UTMA..... Katherine T. John
(2) Estate of Katherine T. John....................................... Albert T. John, Executor
</TABLE>
<PAGE>
GLOBAL UTILITY FUND, INC.
THE BLACKROCK GOVERNMENT INCOME TRUST
---------------------
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
------------------------
NOTICE OF
JOINT SPECIAL AND ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 30, 1996
------------------------
TO THE SHAREHOLDERS:
Joint meetings of the shareholders of each of the above-listed investment
companies (Funds) will be held at One Seaport Plaza, 199 Water Street, 35th
Floor, New York, New York, on October 30, 1996 at 9:00 a.m., Eastern time, for
the purpose of considering the following proposals with respect to the Funds:
(1) For each Fund, to elect four members to its Board of Directors
or Trustees.
(2) For The BlackRock Government Income Trust, to approve the
elimination of a fundamental investment restriction relating to
unseasoned issuers.
(3) For each Fund, to ratify the selection of independent
accountants for each Fund's current fiscal year.
(4) For each Fund, to transact such other business as may properly
come before the meeting and any adjournments thereof.
For Global Utility Fund, Inc., the meeting will be the Fund's annual
meeting. For The BlackRock Government Income Trust, the meeting is a special
meeting.
You are entitled to vote at the meetings, and at any adjournments thereof,
of each Fund in which you owned shares at the close of business on August 9,
1996. If you attend the meetings, you may vote your shares in person. IF YOU DO
NOT EXPECT TO ATTEND THE MEETINGS, PLEASE COMPLETE, DATE, SIGN AND RETURN EACH
ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE.
By order of the Boards.
S. JANE ROSE
SECRETARY
August , 1996
<PAGE>
GLOBAL UTILITY FUND, INC.
THE BLACKROCK GOVERNMENT INCOME TRUST
---------------------
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
------------------------
PROXY STATEMENT
JOINT SPECIAL AND ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1996
------------------------
This proxy statement is being furnished to holders of Shares of each of the
above-listed investment companies (Funds) in connection with the solicitation by
their respective Boards of proxies to be used at joint meetings (Meetings) of
Shareholders to be held on October 30, 1996, at 9:00 a.m., Eastern time, or any
adjournment or adjournments thereof. For Global Utility Fund, Inc., the meeting
will be the Fund's annual meeting. For The BlackRock Government Income Trust,
the meeting is a special meeting. This proxy statement is being first mailed to
Shareholders on or about August , 1996.
Each Fund is a registered, management investment company under the
Investment Company Act of 1940, as amended (the Investment Company Act). Global
Utility Fund, Inc. is organized as a Maryland corporation and The BlackRock
Government Income Trust is organized as a Massachusetts business trust. Global
Utility Fund's shares of common stock, and The BlackRock Government Income
Trust's shares of beneficial interest, are referred to as "Shares," and the
holders of the Shares are "Shareholders"; and each Fund's board of directors or
trustees is referred to as a "Board," and the directors or trustees are "Board
Members" or "Directors" or "Trustees," as the case may be. A listing of the
formal name for each Fund and the abbreviated name for each Fund that is used in
this proxy statement is set forth below.
<TABLE>
<CAPTION>
ABBREVIATED NAME PROPOSALS
USED IN THIS APPLICABLE
FUND NAME PROXY STATEMENT TO FUND
- --------------------------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
Global Utility Fund, Inc......................................................... Global Utility 1 and 3
The BlackRock Government Income Trust............................................ BlackRock 1, 2 and 3
</TABLE>
Prudential Mutual Fund Management, Inc. (PMF or the Manager), One Seaport
Plaza, New York, New York 10292, serves as the Funds' Manager under a management
agreement with each Fund (the Management Agreement). Investment advisory
services are provided to Global Utility Fund, Inc. by Wellington Management
Company (Wellington Management), 75 State Street, Boston, Massachusetts 02109,
under a Subadvisory Agreement among Global Utility, PMF and Wellington
Management. Investment advisory services are provided to The BlackRock
Government Income Trust by BlackRock Financial Management, Inc. (BFM), 345 Park
Avenue, New York, NY 10154, under a Subadvisory Agreement among BlackRock, PMF
and BFM. Wellington Management Company and BFM are referred to herein as the
Subadviser. PMF is a subsidiary of The Prudential Insurance Company of America
(Prudential) and is a part of Prudential's Money Management Group. Prudential
Securities Incorporated (Prudential Securities), One Seaport Plaza, New York,
New York 10292 serves as the distributor of the Funds' shares. The Funds'
transfer agent is Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza
One, Edison, New Jersey 08837. As of June 30, 1996, PMF served as the manager to
39 open-end investment companies and as manager or administrator to 22
closed-end investment companies with aggregate assets of more than $52 billion.
As part of a corporate restructuring, PMF intends to reorganize as a limited
liability company on or before December 31, 1996. This reorganization will have
no impact on the provision of services to the Funds. This reorganization will
not result in a change of management or control within the meaning of the
Investment Company Act and does not require Shareholder approval. Each Fund has
a Board of Directors or Trustees which, in addition to overseeing the actions of
the Fund's Manager and Subadviser, decides upon matters of general policy.
2
<PAGE>
VOTING INFORMATION
The presence, in person or by proxy, of a majority of the Shares of The
BlackRock Government Income Trust outstanding and entitled to vote will
constitute a quorum for the transaction of business at the Meeting for that
Fund. The presence, in person or by proxy, of one-third (1/3) of the Shares of
Global Utility Fund outstanding and entitled to vote will constitute a quorum
for the transaction of business at the Meeting for that Fund.
If a quorum is not present at a Meeting, or if a quorum is present at that
Meeting but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. An adjournment as to either Fund will
require the affirmative vote of a majority of those Shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote those
proxies which they are entitled to vote FOR any proposal in favor of the
adjournment and will vote those proxies required to be voted AGAINST any
proposal against the adjournment. A Shareholder vote may be taken on one or more
of the proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received and it is otherwise appropriate.
If a proxy that is properly executed and returned is accompanied by
instructions to withhold authority to vote (an abstention) or represents a
broker "non-vote" (that is, a proxy from a broker or nominee indicating that
such person has not received instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with respect to which the
broker or nominee does not have discretionary power), the Shares represented
thereby, with respect to matters to be determined by a majority of the votes
cast on such matters, will be considered present for purposes of determining the
existence of a quorum for the transaction of business, but, not being cast, will
have no effect on the outcome of such matters. With respect to matters requiring
the affirmative vote of a specified percentage of the total Shares outstanding,
an abstention or broker non-vote will be considered present for purposes of
determining a quorum but will have the effect of a vote against such matters.
Accordingly, abstentions and broker non-votes will have no effect on Proposals
Nos. 1 and 3, for which the required vote is a plurality or a majority number of
the votes cast, but effectively will be a vote against Proposal No. 2, which
requires approval of a majority of the outstanding voting securities under the
Investment Company Act.
The individuals named as proxies on the enclosed proxy cards will vote in
accordance with your direction as indicated thereon, if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If your card is properly executed and you give no voting
instructions, your Shares will be voted FOR the nominees named herein for the
Board of the Fund to which the proxy card relates and FOR the remaining
proposals described in this proxy statement and referenced on the proxy card. If
any nominee for the Fund Boards should withdraw or otherwise become unavailable
for election, your Shares will be voted in favor of such other nominee or
nominees as management may recommend. You may revoke any proxy card by giving
another proxy or by letter or telegram revoking the initial proxy. To be
effective, your revocation must be received by the Fund prior to the related
Meeting and must indicate your name and account number. In addition, if you
attend a Meeting in person you may, if you wish, vote by ballot at that Meeting,
thereby canceling any proxy previously given.
Information as to the number of outstanding Shares for each Fund as of
August 9, 1996 is set forth below:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF NUMBER OF
CLASS A CLASS B CLASS C TOTAL NUMBER
SHARES SHARES SHARES OF SHARES
FUND OUTSTANDING OUTSTANDING OUTSTANDING OUTSTANDING
- --------------------------------------------------------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Global Utility Fund, Inc................................. 7,632,967 12,909,192 41,608 20,583,767
The BlackRock Government Income Trust.................... 3,869,368 0 13,733 3,883,101
</TABLE>
None of the items on the agenda require separate voting by class. Each share
of each class is entitled to one vote. Information about persons who owned
beneficially more than 5% of the Shares of either Fund as
3
<PAGE>
of August 9, 1996 is set forth in Exhibit E. To the knowledge of management, the
executive officers and Board Members of each Fund, as a group, owned less than
1% of the outstanding Shares of each Fund as of August 9, 1996.
COPIES OF EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING
FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS OR ARE
ENCLOSED WITH THIS PROXY STATEMENT. SHAREHOLDERS OF EITHER FUND MAY OBTAIN
WITHOUT CHARGE ADDITIONAL COPIES OF A FUND'S ANNUAL AND SEMI-ANNUAL REPORTS BY
WRITING THE FUND AT ONE SEAPORT PLAZA, NEW YORK, NEW YORK 10292, OR BY CALLING
1-800-225-1852 (TOLL FREE).
Each full Share of each Fund outstanding is entitled to one vote, and each
fractional Share of each Fund outstanding is entitled to a proportionate share
of one vote, with respect to each matter to be voted upon by the Shareholders of
that Fund. Information about the vote necessary with respect to each proposal is
discussed below in connection with the proposal.
------------------------
ELECTION OF DIRECTORS OR TRUSTEES
(PROPOSAL NO. 1)
RELEVANT FUNDS. Both Funds.
DISCUSSION: The Board of each Fund has nominated the four individuals
identified below for election to such Fund's Board at its Meeting. Under
Proposal No.1, Shareholders of each Fund are being asked to vote on those
nominees. Pertinent information about each nominee is set forth in the listing
below and in Exhibits A through D hereto. Each nominee has indicated a
willingness to serve if elected. If elected, the nominees will hold office until
the earlier to occur of the next meeting of Shareholders at which Board members
are elected and until their successors are elected and qualified or until their
terms expire in accordance with the Fund's retirement policy. The Funds do not
intend to hold annual meetings of shareholders unless the election of Directors
(or Trustees) is required under the Investment Company Act. Accordingly, Board
members elected at the Meeting will serve for a term of unlimited duration until
their terms expire in accordance with the Fund's retirement policy or until the
next meeting of shareholders, whichever is earlier. Each Fund's retirement
policy generally calls for the retirement of Directors or Trustees on December
31 of the year in which they reach the age of 72, except that there is a
phase-in period for Board Members who were 68 and older as of December 31, 1993.
Under this phase-in period, such Board members will retire on or before December
31, 1999.
The nomination of a single group of nominees to serve as the Board Members
for each Fund reflects an overall plan to coordinate and enhance the efficiency
of the governance of the Funds and of certain other investment companies that
are part of the Prudential Mutual Fund Complex. This plan was developed by an
advisory group of current Board Members who are not "interested persons" of the
Funds, as defined in the Investment Company Act (independent Board Members),
with the assistance of representatives of Prudential Mutual Fund Management, who
formed a corporate governance task force. The Advisory Group considered various
matters related to the management and governance of the Funds and made
recommendations to the Boards, including proposals concerning the number of
mutual fund boards, the size and composition of such Boards, retirement policies
and related matters. These proposals were adopted by the Boards at meetings in
November 1995 and during the first quarter of 1996, and are summarized below.
The Boards acted in 1996 to establish the size of the Boards at four. The
nominees for independent Board memberships were selected by the nominating
committees of the Board of each Fund. With the exception of the nominations for
Board membership, which are the subject of Proposal No. 1, no Shareholder action
is required with respect to the Advisory Group recommendations.
The Boards believe that coordinated governance through this Board
restructuring will benefit each of the Funds. Despite some recent
consolidations, the Prudential Mutual Fund Complex has grown substantially in
size in the years since the current Boards were created. This growth has been
due to the creation of new Funds intended to serve a wide variety of investment
needs. The Advisory Group concluded that the Prudential Mutual Fund Complex
would operate more efficiently and economically with fewer boards. The
4
<PAGE>
Prudential Mutual Fund Complex currently includes over 70 portfolios of open-end
and closed-end funds having a wide variety of investment objectives and policies
with over 12 different boards (clusters). The Advisory Group recommended that
the number of Board clusters be reduced from the present level to four. The
proposed Board cluster covered by this proxy statement would include funds with
outside (non-Prudential) Fund subadvisers. The other Board clusters would focus
on specified types of investments. The Boards believe that the Funds will
benefit from this reclustering and that greater efficiencies would result
through the holding of joint Board and shareholder meetings. Coordinated
governance within the Prudential Mutual Fund Complex also will reduce the
possibility that separate Boards might arrive at conflicting decisions regarding
the operation and management of the Funds.
The Boards also believe that the Funds will benefit from the diversity and
experience of the nominees that would comprise the restructured Boards. These
nominees have had distinguished careers in business, finance, government and
other areas and will bring a wide range of expertise to the Boards. Three of the
four nominees have no affiliation with Prudential Mutual Fund Management,
Prudential Securities, Prudential or BFM and would be independent Board Members.
Independent Board Members are charged with special responsibilities, among other
things, to approve advisory, distribution and similar agreements between the
Funds and management. Currently, they also constitute the members of the Boards'
audit and nominating committees. In the course of their duties, Board Members
must review and understand large amounts of financial and technical material and
must be willing to devote substantial amounts of time to their duties. Due to
the demands of service on the Boards, independent nominees may need to reject
other attractive opportunities. Each of the independent nominees already serves
as an independent Board Member for one or more funds within the Prudential
Mutual Fund Complex and understands the operations of the complex.
As recommended by the Advisory Group, the compensation paid to independent
Board Members will change. The Advisory Group has recommended that, initially,
under the new structure, each independent Board Member be paid annual fees in
the aggregate of $25,000 for this Board cluster, which also includes three other
investment companies not subject to this proxy statement. There will be no
additional compensation for serving on committees or for attending meetings. For
the most part, on a Fund by Fund basis, Directors' and Trustees' fees in the
aggregate will not be higher than they are currently. Board Members who are
affiliated with the Manager and/or Subadviser will continue to receive no
compensation from any Fund. Board Members will continue to be reimbursed for any
expenses incurred in attending meetings and for other incidental expenses. The
annual Board fees per Fund and per cluster are subject to the approval of the
new Boards upon their election; Shareholders are not being asked to vote on
these fees. Thereafter, annual Board fees may be reviewed periodically and
changed by each Fund's Board.
5
<PAGE>
The following table sets forth information relating to the compensation paid
to Board members and Board nominees during the past fiscal and calendar years:
COMPENSATION TABLE
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
FROM FUND
--------------------------
GLOBAL THE BLACKROCK
UTILITY GOVERNMENT TOTAL COMPENSATION PAID TO BOARD
BOARD MEMBERS AND BOARD NOMINEES (1) FUND INCOME TRUST MEMBERS FROM FUNDS AND FUND COMPLEX (2)
- --------------------------------------------- --------- --------------- -----------------------------------------
<S> <C> <C> <C>
Beach, Edward D.*............................ $ 8,000 $ 6,000 $ 159,000(20)+
Dorsey, Eugene C............................. -- -- $ 75,500(9)+
Gold, Delayne D.*............................ -- $ 6,000 $ 183,250(24)+
Gunia, Robert F.............................. -- -- --
Jacobs, Jr., Harry A.*....................... 0 0 0
Lennox, Donald D.*........................... -- -- $ 90,000(10)+
Melzer, Mendel A............................. -- -- --
McCorkindale, Douglas........................ -- -- $ 63,750(7)+
Mooney, Thomas T............................. $ 8,000 -- $ 129,625(14)+
Redeker, Richard A........................... 0 0 0
Sandberg, Sir Michael*....................... $ 8,000 -- $ 22,000(2)+
Shirk, Stanley E.*........................... -- $ 6,000 $ 79,000(8)+
Smith, Robin B.*............................. $ 8,000 -- $ 100,741(10)+
Stoneburn, Stephen*.......................... -- $ 6,000 $ 44,875(7)+
Teeters, Nancy H.*........................... $ 8,000 $ 6,000 $ 107,500(13)+
</TABLE>
- --------------
* Indicates Board Member who is not standing for reelection.
+ Indicates number of funds in Fund Complex (including the Funds) to which
aggregate compensation relates.
(1) Richard A. Redeker and Harry A. Jacobs, Jr., who are "interested" Board
members, do not receive compensation from the Funds.
(2) No fund within the fund complex has a bonus, pension, profit sharing or
retirement plan.
In connection with the Advisory Group recommendations for a restructuring of
the Prudential Mutual Fund Boards, PMF offered to pay from its own resources a
one-time retirement package to the independent Board Members. The purpose of the
one-time retirement package was to reduce the overall number of Board members in
the Prudential Mutual Fund Complex. The retirement package would be equal to
twice the current aggregate annual Board fees but not to exceed $75,000 per
Director/Trustee plus $2,000 for every year of service in excess of ten years.
Retirement would be effective in late 1996 or early 1997 after the Shareholder
Meetings. On a complex-wide basis, fourteen independent Board members have
accepted this offer and are not standing for reelection to any Fund's Board.
Board Members may elect to receive their Directors' or Trustees' fees
pursuant to a deferred fee agreement with each Fund. Under the terms of the
agreement, the Fund accrues daily the amount of such Board member's fee in
installments which accrue interest at a rate equivalent to the prevailing rate
applicable to 90-day U.S. Treasury Bills at the beginning of each calendar
quarter or, pursuant to an exemptive order of the Securities and Exchange
Commission (SEC), at the daily rate of return of the applicable Fund. Payment of
the interest so accrued is also deferred and accruals become payable at the
option of the Board member. The Fund's obligation to make payments of deferred
Directors' and Trustees' fees, together with interest thereon, is a general
obligation of the Fund.
The nominees for election as Board members, their ages and a description of
their principal occupations are listed below. Further information about the
nominees and current Board members standing for reelection is set forth in
Exhibits A and B. A table indicating each nominee's ownership of Fund shares is
attached as Exhibit B.
6
<PAGE>
NAME, AGE, BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS AND OTHER
DIRECTORSHIPS.
EUGENE C. DORSEY (69), Retired president, Chief Executive Officer and
Trustee of the Gannett Foundation (now Freedom Forum); former Publisher of four
Gannett newspapers and Vice President of Gannett Company; past chairman,
Independent Sector, Washington, D.C. (national coalition of philanthropic
organizations); former Chairman of the American Council for the Arts; Director
of the Advisory Board of Chase Manhattan Bank of Rochester; Director of
Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential
Europe Growth Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc.,
Prudential Jennison Fund, Inc., Prudential Mortgage Income Fund, Inc. and The
High Yield Income Fund, Inc.; Trustee of Prudential California Municipal Fund,
Prudential Municipal Series Fund and The Target Portfolio Trust.
*DOUGLAS H. MCCORKINDALE (57), Vice Chairman, Gannett Co. Inc. (publishing
and media) (since March 1984); Director of Gannett Co. Inc., Frontier
Corporation, Continental Airlines, Inc., Prudential Distressed Securities Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential Multi-Sector Fund, Inc.,
Prudential Natural Resources Fund, Inc. and The Global Government Plus Fund,
Inc.; Trustee of Prudential Allocation Fund, Prudential Equity Income Fund and
Prudential Municipal Bond Fund.
THOMAS T. MOONEY (54), President of the Greater Rochester Metro Chamber of
Commerce; former Rochester City Manager; Trustee of Center for Governmental
Research, Inc.; Director of Blue Cross of Rochester, Monroe County Water
Authority, Rochester Jobs, Inc., Executive Service Corps of Rochester, Monroe
County Industrial Development Corporation, Northeast Midwest Institute, The
Business Council of New York State, Global Utility Fund, Inc., Prudential
Distressed Securities Fund, Inc., Prudential Equity Fund, Inc., Prudential
Global Genesis Fund, Inc., Prudential Government Income Fund, Inc., Prudential
Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential
Natural Resources Fund, Inc., First Financial Fund, Inc., The Global Government
Plus Fund, Inc., The Global Total Return Fund, Inc. and The High Yield Plus
Fund, Inc.; Trustee of Prudential Allocation Fund, Prudential California
Municipal Fund, Prudential Equity Income Fund, Prudential Municipal Bond Fund
and Prudential Municipal Series Fund.
*RICHARD A. REDEKER (53), President, Chief Executive Officer and Director
(since October 1993), PMF; Executive Vice President, Director and Member of the
Operating Committee (since October 1993), Prudential Securities; Director (since
October 1993) of Prudential Securities Group, Inc; formerly Senior Executive
Vice President and Director of Kemper Financial Services, Inc. (September 1978 -
September 1993); Director of Global Utility Fund, Inc., Prudential Distressed
Securities Fund, Inc., Prudential Diversified Bond Fund, Inc., Prudential Equity
Fund, Inc., Prudential Europe Growth Fund, Inc., Prudential Global Genesis Fund,
Inc., Prudential Global Limited Maturity Fund, Inc., Prudential Government
Income Fund, Inc., Prudential High Yield Fund, Inc., Prudential Institutional
Liquidity Portfolio, Inc., Prudential Intermediate Global Income Fund, Inc.,
Prudential Jennison Fund, Inc., Prudential MoneyMart Assets, Inc., Prudential
Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential
National Municipals Fund, Inc., Prudential Natural Resources Fund, Inc.,
Prudential Pacific Growth Fund, Inc., Prudential Small Companies Fund, Inc.,
Prudential Special Money Market Fund, Inc., Prudential Structured Maturity Fund,
Inc., Prudential Tax-Free Money Fund, Inc., Prudential Utility Fund, Inc.,
Prudential World Fund, Inc., The Global Total Return Fund, Inc., The Global
Government Plus Fund, Inc., and The High Yield Income Fund, Inc.; Trustee of
Command Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
Allocation Fund, Prudential California Municipal Fund, Prudential Equity Income
Fund, Prudential Government Securities Trust, Prudential Municipal Bond Fund,
Prudential Municipal Series Fund and The Target Portfolio Trust.(1)
- --------------
* Indicates "interested" Director or Trustee, as defined by the Investment
Company Act, by reason of his affiliation with PMF, Prudential Securities,
Prudential or Wellington Management. Mr. McCorkindale is deemed to be an
"interested" director of Global Utility Fund by reason of his limited
partnership holdings in two investment vehicles managed by an affiliate of
Wellington Management.
(1) Mr. Redeker has resigned as President and Chief Executive Officer and
Director of PMF effective on or before December 31, 1996. Although he will
no longer oversee the operations of the Manager on a day-to- day basis, it
is anticipated that Mr. Redeker will remain associated with PMF and
Prudential and will continue to serve as President of the Funds.
7
<PAGE>
Each Fund has a nominating committee and an audit committee, the members of
which are the independent Board members. The Audit Committee makes
recommendations to the Board with respect to the engagement of independent
accountants and reviews with the independent accountants the plan and results of
the audit engagement and matters having a material effect upon the Fund's
financial operations. The Nominating Committee makes recommendations to the
Board with respect to candidates for election as Board Members. The Nominating
Committee does not consider nominees recommended by Shareholders to fill
vacancies on the Board. Information about the number of Board and Committee
meetings held during the most recent fiscal year ended for each Fund is included
in Exhibit C. Information concerning Fund officers is set forth in Exhibit D.
REQUIRED VOTE. The nominees receiving the affirmative vote of a plurality
(in the case of Global Utility Fund) or a majority (in the case of The BlackRock
Government Income Trust) of the votes cast will be elected, provided a quorum is
present.
EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES UNDER PROPOSAL NO. 1.
8
<PAGE>
APPROVAL OF ELIMINATION OF THE FUND'S INVESTMENT
RESTRICTION REGARDING UNSEASONED ISSUERS
PROPOSAL NO. 2
RELEVANT FUND. The BlackRock Government Income Trust.
REASONS FOR THE PROPOSED CHANGE. Pursuant to the Investment Company Act,
the Fund has adopted certain fundamental investment restrictions and policies
(fundamental restrictions), which are set forth in the Fund's prospectus or
statement of additional information, and may be changed only with Shareholder
approval. Restrictions and policies that a Fund has not specifically designated
as being fundamental are considered to be "non-fundamental" and may be changed
by the Fund's Board without Shareholder approval. The BlackRock Government
Income Trust adopted a fundamental investment restriction when the Fund was
created, and it reflects a regulatory requirement that, while still in effect,
does not need to be classified as a fundamental restriction. The Board of The
BlackRock Government Income Trust believes that fundamental investment
restrictions that are not legally required should be eliminated and that the
proposed change to the Fund's fundamental investment restrictions will provide
greater flexibility.
If the proposed change is approved by Shareholders at the Meeting, the
Fund's prospectus and statement of additional information will be revised, as
appropriate, to reflect the change. This will occur as soon as practicable
following the Meetings.
PROPOSED CHANGE. Upon the approval of Proposal No. 2, the existing
fundamental restriction regarding the purchase of securities of issuers in
business for less than three years (the "Restriction") would be eliminated. The
Fund would in turn become subject to the following non-fundamental restriction:
The Fund may not:
Purchase any security if as a result the Fund would then have more
than 5% of its total assets (determined at the time of the
investment) invested in securities of companies (including
predecessors) less than three years old, except that the Fund may
invest in securities of any U.S. Government agency or
instrumentality, and in any security guaranteed by such an agency
or instrumentality.
DISCUSSION: With respect to the Fund's fundamental investment restriction
relating to investing in "unseasoned issuers," such restriction was initially
placed in the Fund's registration statement due to state law ("blue sky")
requirements. The restriction is not required under the federal securities laws.
The Subadviser believes that the restriction is confining and has recommended to
the Board that it be eliminated. The Board believes it prudent to delete this
investment restriction as fundamental and permit the Board the flexibility to
relax the restriction if legislative or regulatory changes so permit.
If the Proposal is approved, the Fund would continue to comply with the
existing restriction as a non-fundamental investment restriction as long as it
is required under blue sky regulation. Accordingly, approval of the Proposal
should not result in any change to the Fund's portfolio or the manner in which
it is managed.
The Trustees believe that approval of Proposal No. 2 is in the best
interests of Shareholders and the Fund. Because the Fund is not required to hold
annual meetings of Shareholders and does not intend to hold such meetings unless
Shareholder action is required by the Investment Company Act or the Fund's
By-laws, future Shareholder consideration to eliminating the Restriction would
require a special meeting of Shareholders at considerable cost to the Fund. If
such consideration is postponed, the Fund may be deprived of beneficial
investment opportunities.
REQUIRED VOTE: Approval of Proposal No. 2 requires the affirmative vote of
a "majority of the outstanding voting securities" of the Fund, which for this
purpose means the affirmative vote of the lesser of (1) more than 50% of the
outstanding Shares of the Fund or (2) 67% or more of the Shares of the Fund
present at the Meeting if more than 50% of the outstanding Shares of the Fund
are represented at the Meeting in person or by proxy.
THE BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 2.
9
<PAGE>
RATIFICATION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 3)
RELEVANT FUNDS. Both Funds.
DISCUSSION: Under Proposal No. 3, Shareholders of each Fund are asked to
ratify their Board's selection of independent accountants for their Fund. The
accountants for each Fund audit the Fund's financial statements for each fiscal
year.
The policy of the Board of each of the Funds regarding engaging independent
accountants' services is that management may engage the Fund's principal
independent public accountants to perform any service(s) normally provided by
independent accounting firms, provided that such service(s) meet(s) any and all
of the independence requirements of the American Institute of Certified Public
Accountants and the SEC. In accordance with this policy, the Audit Committee of
each Board reviews and approves all services provided by the independent public
accountants prior to their being rendered. The Board of each Fund receives a
report from its Audit Committee relating to all services after they have been
performed by the Fund's independent accountants.
During the last fiscal year, Deloitte & Touche LLP served as accountants for
Global Utility Fund, Inc. and The BlackRock Government Income Trust. Each Board
has selected this firm to continue to serve in that capacity for the current
fiscal year, subject to ratification by Shareholders of each Fund at the
Meetings.
Representatives of the accountants are not expected to be present at the
Meetings but will be available to answer any questions or make any statements
should any matters arise requiring their presence. Deloitte & Touche LLP has
informed the Funds that they have no material direct or indirect financial
interest in these Funds.
The persons named in the accompanying proxy will vote FOR ratification of
the selection of each Fund's accountant unless contrary instructions are given.
REQUIRED VOTE. For each Fund, approval of Proposal No. 3 requires a vote of
a majority of the votes cast with respect to Proposal No. 3 at the Meeting,
provided a quorum is present.
EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 3.
ADDITIONAL INFORMATION
The solicitation of proxies, the cost of which will be borne by the Funds,
will be made primarily by mail but also may include telephone or oral
communications by regular employees of Prudential Securities or Prudential
Mutual Fund Management, who will not receive any compensation therefor from the
Funds, or in the case of The BlackRock Government Income Trust, by Shareholder
Communications Corporation, professional proxy solicitors retained by the Funds,
who will be paid the approximate fees and expenses for soliciting services set
forth below. Proxies may be recorded pursuant to (i) electronically transmitted
instructions or (ii) telephone instructions obtained through procedures
reasonably designed to verify that the instructions have been authorized.
Soliciting fees and expenses payable to Shareholder Communications Corporation
by a particular Fund are a function of the number of Shareholders in that Fund.
<TABLE>
<CAPTION>
ESTIMATED
SOLICITATION
FUND FEES AND EXPENSES
- -------------------------------------------------------------------------------------------- --------------------
<S> <C>
The BlackRock Government Income Trust....................................................... $ 422.19
</TABLE>
10
<PAGE>
SHAREHOLDER PROPOSALS
Any Shareholder who wishes to submit a proposal to be considered at a Fund's
next annual meeting of Shareholders should send the proposal to that Fund at One
Seaport Plaza, New York, New York 10292, so as to be received within a
reasonable time before the Board makes the solicitation relating to such
meeting, in order to be included in the proxy statement and form of proxy
relating to such meeting.
The Fund will not be required to hold annual meetings of shareholders if the
election of Board members is not required under the Investment Company Act. It
is the present intention of the Board of each Fund not to hold annual meetings
of shareholders unless such shareholder action is required.
Shareholder proposals that are submitted in a timely manner will not
necessarily be included in the Fund's proxy materials. Inclusion of such
proposals is subject to limitations under the federal securities laws.
OTHER BUSINESS
Management knows of no business to be presented at the Meetings other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of Shareholders arise, the proxies will vote according to their
best judgment in the interest of the Funds.
S. JANE ROSE
SECRETARY
August , 1996
IT IS IMPORTANT THAT YOU EXECUTE AND RETURN ALL OF YOUR PROXIES PROMPTLY.
11
<PAGE>
INDEX TO EXHIBITS TO PROXY STATEMENT
<TABLE>
<S> <C> <C> <C>
Exhibit A -- Year in Which Current Board Member Standing for Re-election Became a
Member of the Board.................................................. A-1
Exhibit B -- Fund Ownership of Nominees and Current Board Members.................. B-1
Exhibit C -- Board and Committee Information....................................... C-1
Exhibit D -- Officer Information................................................... D-1
Exhibit E -- Shareholders Who Own 5% or More of a Fund............................. E-1
</TABLE>
12
<PAGE>
EXHIBIT A
YEAR IN WHICH CURRENT BOARD MEMBER STANDING
FOR RE-ELECTION BECAME A MEMBER OF THE BOARD
<TABLE>
<CAPTION>
NAME OF FUND
------------------------------------------------------
THE BLACKROCK GOVERNMENT
DIRECTORS/TRUSTEES GLOBAL UTILITY FUND, INC. INCOME TRUST
- -------------------------------------------------------------- ------------------------- ---------------------------
<S> <C> <C>
Eugene C. Dorsey.............................................. -- --
Douglas H. McCorkindale....................................... -- --
Thomas T. Mooney.............................................. 1989 --
Richard A. Redeker............................................ 1993 --
</TABLE>
A-1
<PAGE>
EXHIBIT B
FUND OWNERSHIP OF NOMINEES AND CURRENT BOARD MEMBERS
NUMBER OF SHARES HELD AS OF AUGUST 9, 1996
<TABLE>
<CAPTION>
NAME OF FUND
---------------------------------------------
GLOBAL UTILITY THE BLACKROCK GOVERNMENT
DIRECTORS/TRUSTEES FUND INCOME TRUST
- ------------------------------------------------------------------- ------------------ -------------------------
<S> <C> <C>
Eugene C. Dorsey................................................... 0 0
Douglas H. McCorkindale............................................ 0 0
Thomas T. Mooney................................................... 1,137/Class A 0
Richard A. Redeker................................................. 0 0
Robin B. Smith..................................................... 6,888/Class A 0
5,176/Class B
Nancy H. Teeters................................................... 414/Class A 546/Class A
</TABLE>
B-1
<PAGE>
EXHIBIT C
BOARD AND COMMITTEE INFORMATION
<TABLE>
<CAPTION>
NAME OF FUNDS
----------------------------------------
GLOBAL
UTILITY THE BLACKROCK GOVERNMENT
FUND** INCOME TRUST**
------------- -------------------------
<S> <C> <C>
Annual Fee*............................................................. $ 6,000 $ 6,000
Fee for Attendance at Board Meetings*................................... $ 500 0
Fee for Attendance at Committee Meetings*............................... 0 0
Number of Board Meetings During Last Fiscal Year........................ 4 4
Number of Audit Committee Meetings During
Last Fiscal Year....................................................... 2 2
Number of Nominating Committee Meetings During
Last Fiscal Year....................................................... 1 1
Size of Current Board................................................... 6 5
</TABLE>
- --------------
* Reflects compensation rates in effect prior to changes described in proxy
statement. Board Members who were not independent did not receive
compensation from the Funds.
** Harry A. Jacobs, Jr. attended less than 75% of the Board meetings of The
BlackRock Government Income Trust during the year ended June 30, 1996.
C-1
<PAGE>
EXHIBIT D
OFFICER INFORMATION
<TABLE>
<CAPTION>
OFFICER SINCE
--------------------------------------
THE BLACKROCK
GLOBAL UTILITY GOVERNMENT INCOME
NAME, AGE, PRINCIPAL BUSINESS OCCUPATION FOR THE PAST FIVE YEARS OFFICE FUND, INC. TRUST
- -------------------------------------------------------------------------- --------- --------------- ---------------------
<S> <C> <C> <C>
Richard A. Redeker (52), President, Chief Executive Officer and Director President 1993 1996
(Since October 1993), PMF; Executive Vice President, Director and Member
of the Operating Committee (Since October 1993), Prudential Securities;
Director (Since October 1993) of Prudential Securities Group, Inc. (PSG);
Executive Vice President, The Prudential Investment Corporation (PIC)
(Since July 1994); Director (Since January 1994) of Prudential Mutual
Fund Distributors, Inc. (PMFD) and Prudential Mutual Fund Services, Inc.
(PMFS); formerly Senior Executive Vice President and Director of Kemper
Financial Services, Inc. (September 1978-September 1993); President and
Director of The High Yield Income Fund, Inc.
Robert F. Gunia (49), Director (Since January 1989), Chief Administrative Vice 1991 1991
Officer (Since July 1990), and Executive Vice President, Treasurer and President
Chief Financial Officer (Since June 1987) of PMF; Comptroller of the
Money Management Group of Prudential (Since 1996); Senior Vice President
(Since March 1987) of Prudential Securities; Executive Vice President,
Treasurer and Comptroller (Since March 1991) of PMFD; Director (Since
June 1987) of PMFS; Vice President and Director of the Asia Pacific Fund,
Inc. (Since May 1989)
Eugene S. Stark (38), First Vice President (Since January 1990) of PMF Treasurer -- 1995
Grace Torres (37), First Vice President (Since March 1994) of PMF; First Treasurer 1995 --
Vice President of Prudential Securities (Since March 1994); prior thereto
Vice President of Bankers Trust Corporation
Stephen Ungerman (42), First Vice President (Since February 1993) of PMF; Assistant 1995 1995
prior thereto, Senior Tax Manager of Price Waterhouse (1981-January 1993) Treasurer
S. Jane Rose (50), Senior Vice President (Since January 1991) and Senior Secretary 1991 1991
Counsel (Since June 1987) of PMF; Senior Vice President and Senior
Counsel of Prudential Securities (Since July 1992); formerly Vice
President and Associate General Counsel of Prudential Securities
Ellyn C. Vogin (35), Vice President and Associate General Counsel (Since Assistant -- 1995
March 1995) of PMF; Vice President and Associate General Counsel of Secretary
Prudential Securities (Since March 1995); prior thereto, associated with
the law firm of Fulbright & Jaworski LLP
</TABLE>
D-1
<PAGE>
EXHIBIT E
5% SHAREHOLDERS
<TABLE>
<CAPTION>
BLACKROCK GOVERNMENT
NAME AND ADDRESS OF SHAREHOLDER GLOBAL UTILITY FUND INCOME TRUST
- --------------------------------------- ------------------------------ ------------------------------
<S> <C> <C>
Prudential Securities 2,801 Class C Shares NA
C/F IRA of Richard L. Campbell 6.73% of Class C Shares
Vernon North Drive
Dunwoody, Georgia
Prudential Bank & Trust Co. NA 1,413 Class C Shares
C/F IRA of Jacqueline L. Stayton 10.29% of Class C Shares
10 West 5th Street
Burlington, New Jersey
M. Christine Metrinko NA 1,308 Class C Shares
John S. Metrinko Ten. Ent. 9.52% of Class C Shares
2510 SW 2nd Avenue
Okeechobee, Florida
Nilda Barrera NA 1,599 Class C Shares
11490 SW 57th Street 11.64% of Class C Shares
Miami, Florida
Sidney H. Willuweit NA 777 Class C Shares
Lila Willuweit Jt. Ten. 5.66% of Class C Shares
Berry Valley Road
Yelm, Washington
Prudential Bank & Trust Co. NA 7,575 Class C Shares
C/F IRA of Lee I. Woodside 55.16% of Class C Shares
140 Street NW
Marysville, Washington
</TABLE>
E-1
<PAGE>
PROXY
THE BLACKROCK GOVERNMENT INCOME TRUST
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned hereby appoints S. Jane Rose, Eugene S. Stark and Ellyn C.
Vogin as Proxies, each with the power of substitution, and hereby authorizes
each of them, to represent and vote, as designated below, all of the shares of
common stock of The BlackRock Government Income Trust (the Fund) held of record
by the undersigned on August 9, 1996 at the Special Meeting of Shareholders to
be held on October 30, 1996, or any adjournment thereof.
THE TRUSTEES RECOMMEND A VOTE "FOR" ALL OF THE NOMINEES AND "FOR" EACH OF
THE FOLLOWING PROPOSALS.
1. Election of Directors
Nominees: Eugene C. Dorsey, Douglas T. McCorkindale, Thomas T. Mooney and
Richard A. Redeker.
2. To approve the elimination of the Fund's investment restriction regarding
unseasoned issuers.
3. To ratify the selection by the Trustees of Deloitte & Touche LLP as
independent accountants for the fiscal year ending June 30, 1997.
4. To transact such other business as may properly come before the meeting and
any adjournments thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2, 3 AND 4.
