BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC, DEF 14A, 1999-03-26

BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC
DEF 14A, 1999-03-26

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SCHEDULE 14A

(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

The BlackRock North American Government Income Trust Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $0.01 per share.
- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:
36,207,093 shares of Common Stock, par value $0.01 per share.
- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------

(5) Total fee paid:
N/A
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------

<PAGE>

[GRAPHIC OMITTED]

- ---------------

THE BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC. ("BNA")

GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102

----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
TO BE HELD ON MAY 19, 1999

To the Stockholders of BNA:

The Annual Meeting of Stockholders of BNA will be held at One Seaport
Plaza, New York, New York on May 19, 1999 at 10:00 a.m. (New York Time) for the
following purposes:

1. To elect three Directors, each to hold office for the term indicated and
until his successor shall have been elected and qualified;

2. To consider and act upon the ratification of the selection of Deloitte &
Touche LLP as independent auditors of BNA for the fiscal year ending
October 31, 1999;
3. To approve or reject the shareholder proposal requesting that BNA shall
promptly conduct a self-tender offer for a significant percentage of its
outstanding shares at net asset value.
4. To transact such other business as may properly come before the meeting
or any adjournments thereof.

THE BOARD OF DIRECTORS OF BNA RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1
AND 2 AND "AGAINST" PROPOSAL 3.

We encourage you to contact BlackRock at (800) 227-7BFM (7236) if you have
any questions.

The stock transfer books will not be closed, but in lieu thereof, the
Board of Directors has fixed the close of business on February 26, 1999 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the meeting.

By order of the Board of Directors of BNA

Karen H. Sabath, Secretary

New York, New York
March 31, 1999

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY
PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE APPROPRIATE ENCLOSED PROXY OR PROXIES IN THE ACCOMPANYING
ENVELOPE PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.

<PAGE>

THE BLACKROCK NORTH AMERICAN GOVERNMENT INCOME TRUST INC.
GATEWAY CENTER THREE

100 MULBERRY STREET
NEWARK, NEW JERSEY 07102
----------------
PROXY STATEMENT
----------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1999

INTRODUCTION

This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of BNA of proxies to be voted at the
Annual Meeting of Stockholders (the "Meeting") of BNA to be held at One Seaport
Plaza, New York, New York, on May 19, 1999 at 10:00 a.m. (New York Time), and
at any adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. Any such adjournment will require the
affirmative vote of a majority of the shares present in person or by proxy to
be voted at the Meeting. The persons named as proxies will vote in favor of any
such adjournment those proxies which instruct them to vote in favor of any of
the proposals. Conversely, they will vote against any such adjournment any
proxies which instruct them to vote against the proposals.

The cost of soliciting proxies will be borne by BNA. In addition, certain
officers, directors and employees of BNA, Prudential Investments Fund
Management LLC and BlackRock Financial Management, Inc. (the "Adviser") (none
of whom will receive additional compensation therefor) may solicit proxies in
person or by telephone, telegraph, or mail. In addition, BNA may employ
Shareholder Communications Corporation pursuant to its standard contract as
proxy solicitor, the cost of which will be borne by BNA and is estimated to be
approximately $3,500. The Adviser is located at 345 Park Avenue, New York, New
York 10154.

All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Abstentions will be counted as present but not voting with
respect to those proposals from which a stockholder abstains. Broker non-votes
will be treated as shares that are not present. Unless instructions to the
contrary are marked, shares represented by all properly executed proxies will
be voted "FOR" the Proposals 1 and 2 and "AGAINST" Proposal 3. Important
information regarding this Proposal submitted by a shareholder and included as
part of this proxy statement, begins on page 10.

Any proxy may be revoked at any time prior to the exercise thereof by
submitting another proxy bearing a later date or by giving written notice to
the Secretary of BNA at the applicable address indicated above or by voting in
person at the Meeting.

Some proposals require more votes than others to be approved. An
affirmative vote of a simple majority of the shares present and voting at the
meeting at which a quorum is present is necessary to ratify the selection of
independent auditors and the shareholder proposal. The affirmative vote of a
plurality of the shares present at the meeting at which a quorum is present is
necessary to elect the director nominees.

<PAGE>

The Board of BNA knows of no business other than that specifically
mentioned in the Notice of Meeting which will be presented for consideration at
the Meeting. If any other matters are properly presented, it is the intention
of the persons named in the enclosed proxy to vote thereon in accordance with
their best judgment.

The Board of BNA has fixed the close of business on February 26, 1999, as
the record date for the determination of stockholders of BNA entitled to notice
of and to vote at the Meeting or any adjournment thereof. Stockholders of BNA
on that date will be entitled to one vote on each matter to be voted on for
each share held and a fractional vote with respect to fractional shares with no
cumulative voting rights.

Pursuant to the rules promulgated by the Securities and Exchange
Commission, Class 1 Directors, the auditors and the shareholder proposal will
be voted on by stockholders of BNA.

At the close of business on February 26, 1999, BNA had outstanding
36,207,093 shares of Common Stock, par value $0.01 per share, which is the only
authorized class of stock.

The principal executive offices of BNA are located at Gateway Center
Three, 100 Mulberry Street, Newark, New Jersey 07102. The enclosed proxy and
this proxy statement are first being sent to BNA stockholders on or about March
31, 1999.

BNA will furnish, without charge, a copy of its most recent Annual Report
and the most recent Semi-Annual Report succeeding the Annual Report, if any, to
any stockholder upon request, provided such Annual or Semi-Annual Report is not
enclosed herein. Requests should be directed to 345 Park Avenue, New York, New
York 10154 (telephone number (800) 227-7BFM(7236)).

As of February 26, 1999, to the knowledge of BNA, no person beneficially
owned more than 5% of any Trust, except that 3,924,900 of the outstanding
common shares of BNA (or 10.8% of the outstanding common shares) are held by
Tattersall Advisory Group, Inc., which is located at 6802 Paragon Place, Suite
200, Richmond, Virginia 23230.

PROPOSAL NO. 1.

ELECTION OF DIRECTORS

At the Meeting, Class I Directors will be elected to serve for a term of
three years and until their successors are elected and qualify. There are only
three nominees because the Board is classified into three classes and only one
class is being elected at the Meeting. The other classes will be elected at
subsequent annual meetings of stockholders. The affirmative vote of a plurality
of the shares present at the Meeting at which a quorum is present is required
to elect the nominees. It is the intention of the persons named in the enclosed
proxy to vote in favor of the election of the persons listed below. The Board
of Directors of BNA recommends that you vote "FOR" the nominees.

The Board of Directors of BNA knows of no reason why any of the nominees
listed below will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominees
as the Board of Directors may recommend.

Certain information concerning the nominees of BNA is set forth below. All
of the nominees are currently Directors of BNA and have served in such capacity
since BNA commenced its operations except that Richard E. Cavanagh has served
as Director since his appointment by each of the Boards on August 11, 1994 to
fill a vacancy and James Clayburn LaForce, Jr. has served as Director since his
election at BNA's annual meeting

<PAGE>

of stockholders on June 19, 1992 and Walter F. Mondale, who was previously a
Director of BNA from inception to August 12, 1993, has served as Director since
his election at BNA's annual meeting of stockholders on April 15, 1997. Each
director also serves as a director of The BlackRock Investment Quality
Municipal Trust Inc., The BlackRock Insured Municipal 2008 Term Trust Inc., The
BlackRock California Insured Municipal 2008 Term Trust Inc., The BlackRock
Florida Insured Municipal 2008 Term Trust Inc., The BlackRock New York Insured
Municipal 2008 Term Trust Inc., The BlackRock Broad Investment Grade 2009 Term
Trust Inc., The BlackRock Income Trust Inc., The BlackRock 1999 Term Trust
Inc., The BlackRock Target Term Trust Inc., The BlackRock Investment Quality
Term Trust Inc., The BlackRock Advantage Term Trust Inc., The BlackRock
Municipal Target Term Trust Inc., The BlackRock California Investment Quality
Municipal Trust Inc., The BlackRock Florida Investment Quality Municipal Trust
Inc., The BlackRock New Jersey Investment Quality Municipal Trust Inc., The
BlackRock New York Investment Quality Municipal Trust Inc., The BlackRock
Insured Municipal Term Trust Inc., The BlackRock 2001 Term Trust Inc., The
BlackRock Strategic Term Trust Inc. and The BlackRock High Yield Trust (each a
"Trust" and collectively the "Fund Complex"). Each Trust is a closed-end
registered investment company advised by BlackRock Financial Management, Inc.
In addition, Messrs. Fink and Grosfeld serve as directors of BlackRock Fund
Investors I, BlackRock Fund Investors II, BlackRock Fund Investors III and
BlackRock Asset Investors (collectively, "BAI"). Mr. Fink serves as a director
of BlackRock MQE Investors and Anthracite Capital, Inc. Except as indicated,
each individual has held the office shown or other offices in the same company
for the last five years. The "interested" Directors (as defined by Section
2(a)(19) of the Investment Company Act of 1940) are indicated by an
asterisk(*). Unless specified otherwise below, the business address of the
Directors and officers of BNA and the Adviser is 345 Park Avenue, New York, New
York 10154.

<TABLE>
<CAPTION>
TRUST % OF
PRINCIPAL OCCUPATIONS OR SHARES SHARES
NAME AND AGE EMPLOYMENT IN PAST 5 YEARS OWNED(*) OUTSTANDING
- ---------------------- --------------------------------------------- ---------- ------------
<S> <C> <C> <C> <C>
Andrew F. Brimmer President of Brimmer & Company, Inc., a BNA 10 (1)
4400 MacArthur Blvd Washington, D.C.-based economic and finan-
N.W. Suite 302 cial consulting firm. Formerly member of the
Washington, DC 20007 Board of Governors of the Federal Reserve
Age: 72 System. Director, AirBorne Express, Borg-
Class III (*) Warner Automotive and CarrAmerica Realty
Corporation.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
TRUST % OF
PRINCIPAL OCCUPATIONS OR SHARES SHARES
NAME AND AGE EMPLOYMENT IN PAST 5 YEARS OWNED(*) OUTSTANDING
- -------------------------- ------------------------------------------------- ---------- ------------
<S> <C> <C> <C> <C>
Richard E. Cavanagh President and Chief Executive Officer of The BNA 100 (1)
845 Third Avenue Conference Board, Inc., a leading global busi-
New York, NY 10022 ness membership organization. Former Execu-
Age: 52 tive Dean of the John F. Kennedy School of
Class I (*) Government at Harvard University from 1988-
1995. Acting Director, Harvard Center for Busi-
ness and Government (1991-1993). Formerly
Partner (principal) of McKinsey & Company,
Inc. (1980-1988). Former Executive Director of
Federal Cash Management, White House Office
of Management and Budget (1977-1979).
Co-author, THE WINNING PERFORMANCE (best
selling management book published in 13
national editions.) Trustee, Wesleyan Univer-
sity, Drucker Foundation and Educational Test-
ing Service (ETS). Director, Archer Chemicals
(chemicals), Fremont Group (investments) and
The Guardian Life Insurance Company of
America.

Kent Dixon Consultant/Investor. Former President and BNA 100 (1)
9495 Blind Pass Road Chief Executive Officer of Empire Federal Sav-
Unit #602 ings Bank of America and Banc PLUS Savings
St. Petersburg, FL 33706 Association, former Chairman of the Board,
Age: 61 President and Chief Executive Officer of North-
Class III (*) east Savings. Former Director of ISFA (the
owner of INVEST, a national securities broker-
age service designed for banks and thrift insti-
tutions).

Frank J. Fabozzi Consultant. Editor of THE JOURNAL OF PORTFOLIO BNA 10 (1)
858 Tower View Circle MANAGEMENT and Adjunct Professor of Finance
New Hope, PA 18938 at the School of Management at Yale Univer-
Age: 50 sity. Director, Guardian Mutual Funds Group.
Class II (*) Author and editor of several books on fixed
income portfolio management. Visiting Profes-
sor of Finance and Accounting at the Sloan
School of Management, Massachusetts Insti-
tute of Technology from 1986 to August 1992.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
TRUST % OF
PRINCIPAL OCCUPATIONS OR SHARES SHARES
NAME AND AGE EMPLOYMENT IN PAST 5 YEARS OWNED(*) OUTSTANDING
- ----------------------------- --------------------------------------------------- ---------- ------------
<S> <C> <C> <C> <C>
Laurence D. Fink Chairman and Chief Executive Officer of Black- BNA 10 (1)
Age: 46 Rock Financial Management, Inc., the Adviser.
Class III (*) Formerly, a Managing Director of The First
Boston Corporation, member of its Manage-
ment Committee, co-head of its Taxable Fixed
Income Division and head of its Mortgage and
Real Estate Products Group. Currently, Chair-
man of the Board and Director of each of
BlackRock's Trusts and Anthracite Capital, Inc.
and as Director of BAI and BlackRock MQE
Investors. Trustee of New York University
Medical Center, Dwight-Englewood School,
National Outdoor Leadership School and Phoe-
nix House. A Director of VIMRx Pharmaceuti-
cals, Inc. and Innovir Laboratories, Inc.

James Grosfeld Consultant/Investor. Director of BAI and BNA 10 (1)
20500 Civic Center Drive Copart, Inc. (retail automobile). Formerly
Suite 3000 Chairman of the Board and Chief Executive
Southfield, MI 48076 Officer of Pulte Corporation (homebuilding and
Age: 61 mortgage banking and finance) from May
Class I (*) 1974-April 1990.

James Clayburn LaForce, Jr. Dean Emeritus of The John E. Anderson BNA 10 (1)
P.O. Box 1595 Graduate School of Management, University of
Pauma Valley, CA 92061 California since July 1, 1993. Director, Eli Lilly
Age: 70 and Company (pharmaceuticals), Imperial
Class I (*) Credit Industries (mortgage banking), Jacobs
Engineering Group, Inc., Rockwell Interna-
tional Corporation, Payden & Rygel Investment
Trust (mutual fund), Provident Investment
Counsel Funds (investment companies),
Timken Company (roller bearing and steel) and
Motor Cargo Industries (transportation). Act-
ing Dean of The School of Business, Hong
Kong University of Science and Technology
1990-1993. From 1978 to September 1993,
Dean of The John E. Anderson Graduate
School of Management, University of California.
</TABLE>

<PAGE>

Ralph L. Schlosstein President of BlackRock Financial Management, BNA 1,500 (1)
Age: 48 Inc., the Adviser. Formerly, a Managing Direc-
Class II (*) tor of Lehman Brothers, Inc. and co-head of its
Mortgage and Savings Institutional Group.
Currently, President of each of BlackRock's
Trusts. Trustee of Denison University and New
Visions for Public Education in New York City.
A Director of the Pulte Corporation and a
member of the Visiting Board of Overseers of
the John F. Kennedy School of Government at
Harvard University.
</TABLE>

- ------------
(1) Less than 1%.

(*) Only Class I Directors are being elected by BNA.

All Directors and officers as a group owned less than 1% of the shares of
BNA as of February 26, 1999. BNA has an executive committee composed of Messrs.
Fink and Schlosstein.

BNA does not have a compensation or nominating committee of the Board of
Directors, or committees performing similar functions. BNA has an audit
committee composed of all the Directors who are not interested persons of BNA
or the Adviser (the "Independent Directors") which is charged with recommending
a firm of independent accountants to BNA and reviewing accounting matters with
the accountants. There were two meetings of the audit committee held between
November 1, 1997 and October 31, 1998. All members attended at least 75% of the
meetings.

Four meetings of the Boards of Directors of BNA were held between November
1, 1997 and October 31, 1998. All Directors attended at least 75% of the
meetings.

In addition to Messrs. Fink and Schlosstein, all the following executive
officers hold the positions indicated opposite their names.

<PAGE>

<TABLE>
<CAPTION>
NAME AND AGE TITLE OTHER PRINCIPAL OCCUPATIONS IN PAST 5 YEARS
- -------------------- --------------------- ------------------------------------------------------
<S> <C> <C>
Scott Amero Vice President Managing Director of the Adviser. From 1985 to 1990,
Age: 35 Vice President at The First Boston Corporation in the
Fixed Income Research Department
Keith T. Anderson Vice President Managing Director of the Adviser. From February
Age: 39 1987 to April 1988, Vice President at The First
Boston Corporation in the Fixed Income Research
Department. Previously Vice President and Senior
Portfolio Manager at Criterion Investment
Management Company (now Nicholas-Applegate).
Henry Gabbay Treasurer Managing Director of the Adviser. From September
Age: 51 1984 to February 1989, Vice President at The First
Boston Corporation.
Michael C. Huebsch Vice President Managing Director of the Adviser. From July 1985 to
Age: 40 January 1989, Vice President at The First Boston
Corporation in the Fixed Income Research
Department.
Robert S. Kapito Vice President Managing Director and Vice Chairman of the
Age: 42 Adviser. From December 1985 to March 1988, Vice
President at The First Boston Corporation in the
Mortgage Products Group.
James Kong Assistant Treasurer Managing Director of the Adviser. From April 1987
Age: 38 to April 1989, Assistant Vice President at The First
Boston Corporation in the CMO/ABO
Administration Department. Previously affiliated
with Deloitte, Haskins & Sells (now Deloitte &
Touche LLP).
Karen H. Sabath Secretary Managing Director of the Adviser. From June 1986
Age: 33 to July 1988, Associate at The First Boston
Corporation in the Mortgage Finance Department.
From August 1988 to December 1992, Associate/
Vice President of the Adviser.
Richard Shea, Esq. Vice President/Tax Director of the Adviser. From December 1988 to
Age: 39 February 1993, Associate Vice President and Tax
Counsel at Prudential Securities, Inc. From August
1984 to December 1988, Senior Tax Specialist at
Laventhol & Horwath.
</TABLE>

<PAGE>

REMUNERATION

The following table sets forth certain information regarding the
compensation of the Fund's directors and officers.

<TABLE>
<CAPTION>
TOTAL COMPENSATION
COMPENSATION FROM THE FUND COMPLEX
NAME OF PERSON AND POSITION FROM BNA PAID TO DIRECTORS AND OFFICERS*
- --------------------------------------- -------------- --------------------------------
<S> <C> <C>
Andrew R. Brimmer ..................... $12,000 $ 160,000(21)
Richard E. Cavanagh ................... $12,000 $ 160,000(21)
Kent Dixon ............................ $12,000 $ 160,000(21)
Frank J. Fabozzi ...................... $12,000 $ 160,000(21)
James Grosfeld ........................ $12,000 $ 192,500(25)
James Claybourne LaForce, Jr. ......... $12,000 $ 160,000(21)
Walter F. Mondale ..................... $12,000 $ 160,000(21)
</TABLE>

- ------------

* Represents the total compensation paid to such persons during the calendar
year ended December 31, 1998 by investment companies (including BNA) from
which such person receives compensation that are considered part of the same
fund complex as the Fund because they have common or affiliated investment
advisers. The number in parentheses represents the number of such investment
companies.

The attendance fees of each Independent Director of BNA are reduced
proportionately, based on each Trust's net assets, so that the aggregate per
meeting fee for all meetings of the boards of directors of the Fund Complex
held on a single day does not exceed $20,000 for any Director. The $6,000 per
annum fee for serving on each Board is also reduced proportionately, based on
each Trust's net assets. For BNA fees of $85,000 were accrued from November 1,
1997 to October 31, 1998. None of the Directors received any pension or
retirement benefits. None of the officers of BNA received any compensation,
including pension or retirement benefits, from BNA for such period. Messrs.
Fink, Schlosstein, Amero, Anderson, Gabbay, Huebsch, Kapito, Kong, Shea and Ms.
Sabath, officers and/or Directors of BNA, are also affiliated with the Adviser.
They receive compensation from the Adviser although under the terms of the
investment advisory agreements some portion of their compensation could be
reimbursable by BNA to the extent such person's working time is devoted to
BNA's operations.

THE BOARD OF DIRECTORS OF BNA RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES.
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE SHARES PRESENT IS NECESSARY TO ELECT
THE DIRECTOR NOMINEES.

<PAGE>

PROPOSAL NO. 2.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

Deloitte & Touche LLP ("D&T") has been selected as the independent
auditors by a majority of BNA's Board of Directors, including a majority of the
Independent Directors, by vote cast in person subject to ratification by the
stockholders at the Meeting to audit the accounts of BNA for and during BNA's
fiscal year ending in 1999. BNA does not know of any direct or indirect
financial interest of D&T in BNA.

Representatives of D&T will attend the Meeting, will have the opportunity
to make a statement if they desire to do so and will be available to answer
questions.

The affirmative vote of a simple majority of shares present and voting at
the meeting at which a quorum is present is required to ratify the selection of
D&T.

THE BOARD OF DIRECTORS OF BNA RECOMMENDS THAT YOU VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS. AN AFFIRMATIVE VOTE OF A
SIMPLE MAJORITY OF THE SHARES AT THE MEETING AT WHICH A QUORUM IS PRESENT AND
VOTING IS NECESSARY TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS.

PROPOSAL NO. 3

SHAREHOLDER PROPOSAL

The Trust has received the following proposal and supporting statement
from Opportunity Partners L.P. which advised the Trust that, at the time it
submitted its proposal to the Trust, it had owned shares of the Trust with a
market value of at least $2,000 continuously for the preceding year. The Trust
will provide the address of Opportunity Partners L.P. to any person who so
requests such information orally or in writing, promptly upon the receipt of
any oral or written request therefor, to BNA at 345 Park Avenue, New York, New
York 10154, telephone number 1-800-227-7236. The Board and the Trust accept no
responsibility for the accuracy of either the proposal or Opportunity Partners
L.P.'s supporting statement. Approval of this shareholder proposal requires the
affirmative vote of a majority of the votes cast in person or by proxy with
respect to the proposal. For the reasons set forth in detail in the Opposing
Statement of the Board of Directors, which follows Opportunity Partners L.P.'s
Supporting Statement, the Board, including the INDEPENDENT DIRECTORS,
recommends a vote AGAINST this shareholder proposal. The text of the
shareholder proposal and supporting statement is as follows:

Resolved: "It is requested that the Trust shall promptly conduct a
self-tender offer for a significant percentage of its outstanding shares at net
asset value ("NAV").

SUPPORTING STATEMENT

My name is Phillip Goldstein and I have been a shareholder of the Trust
since April, 1996. Its shares have long traded at a significant discount to
NAV. As of September 3, 1998, the discount was 19.3%. That represents a total
loss in shareholder value of approximately $78 million.

One reason for the persistent discount may be the Trust's poor long-term
performance despite generally favorable market conditions. The Trust's
objective is to provide high monthly income consistent with the preservation of
capital. However, since its inception over six years ago, shareholders have
seen the market value of their shares fall from $15 to $9.56. Meanwhile, annual
distributions have shrunk from $1.20 to $0.84.

<PAGE>

Even though shareholders have been suffering for a long time, management
has done nothing to alleviate their pain. In the Trust's most recent report to
shareholders, the discount is not even discussed. The Trust's prospectus said
that the Board of Directors would consider buying shares in the market if they
trade at a discount to NAV but not a single share has ever been repurchased.
What are they waiting for?

Management insists that the Trust's so-called independent directors have
always diligently monitored the discount and have determined not to take any
action to narrow it. Take this assurance with a large grain of salt. These
"independent" directors were selected by BlackRock, the Trust's investment
adviser and they serve on the boards of a number of other BlackRock trusts.
They are paid between $140,000 and $160,000 per year for serving on these
boards. Do you think their loyalties lie with the shareholders or with
BlackRock? Can we trust these highly paid directors to objectively consider
actions that could lead to a reduction in BlackRock's advisory fees? The answer
is obvious. In any case, if management is unwilling to act in our best
interests, shareholders have a right to take matters into their own hands.

A tender offer, combined with a commitment to narrow the discount, will
allow shareholders to realize NAV for a portion of their investment and lead to
a smaller discount. It will also reduce BlackRock's fees. Keep that in mind as
you review management's opposition statement. Also, keep in mind that most of
the "independent" directors of the Trust - the ones who are supposed to be our
watchdogs over BlackRock but who each collect $140,000 or more for "serving" on
the boards of other BlackRock trusts - own a measly 10 shares of the Trust.
Then use your common sense and vote for what is best for you.

OPPOSING STATEMENT OF THE

BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF BNA UNANIMOUSLY OPPOSES THE PROPOSAL DESCRIBED
ABOVE AND STRONGLY URGES ALL STOCKHOLDERS TO VOTE AGAINST THE PROPOSAL FOR THE
REASONS NOTED BELOW.

On February 18, 1999, the Board of Directors of BNA unanimously resolved
to recommend that Stockholders vote AGAINST the above proposal, as we do not
believe that the proposal is in the best interests of all Stockholders. We
believe the negative impact to remaining long-term Stockholders will outweigh
the modest potential benefits to the Stockholders that elect to participate in
the proposed offer.

We believe that a tender offer will negatively impact Stockholders on
three levels: 1) your investment in BNA will be adversely impacted from a
long-term investment perspective as a result of a reduction in portfolio
management flexibility; 2) independent case study analysis has shown that
tender offers or other measures attempting to narrow a fund's discount benefit
only those Stockholders who desire short-term gains and have not historically
provided significant long-term improvement in the relationship of price to NAV;
and 3) a reduction in income as a result of an increase in the expense ratio of
BNA due to fixed costs being borne by a smaller asset base.

<PAGE>

Adverse Portfolio Impact:
- -------------------------

In the event BNA conducts a tender offer for a significant percentage of
outstanding shares, BlackRock would be forced to sell securities to raise
enough cash to pay Stockholders who elect to tender their shares to the Trust.
This will result in a reduction of portfolio management flexibility, which may
be detrimental to remaining Stockholders for two reasons: (l) BNA would be
required to sell assets at what may be inopportune times and indeed could face
losses if it is forced to liquidate assets at disadvantageous prices; and (2)
BlackRock's ability to optimally manage BNA's tax position may be jeopardized.
Simply, we believe that a tender offer undermines the fundamental portfolio
management, and hence Stockholder, benefits of a closed-end fund structure. The
closed-end structure allows for the execution of long-term trading strategies
and the effective use of leverage to enhance dividend income.

Discount to NAV Relationship:
- -----------------------------

Traditional tender offers have had a minimal and short-term effect on the
stock price of closed-end funds. Case studies show that a fund's premium or
discount will show short-term improvement but will ultimately resemble the peer
group average. Therefore, only those Stockholders seeking short-term gains may
benefit at the expense of long-term Stockholders. Also, remaining Stockholders
will own a smaller and potentially weaker portfolio whose discount to NAV will
likely be similar to pre-tender offer levels.

CDA/Wiesenberger, a leading independent closed-end fund research
organization, published a study in September 1998 which focused on the effects
of closed-end funds converting to open-end status and the impact on long-term
Stockholders. By evaluating specific funds, the study concluded that such a
strategy, which is similar to a tender offer, required unwanted portfolio
restructuring which was ultimately harmful to the remaining Stockholders.

Increased Expenses:
- -------------------

Upon completion of a tender offer, BNA would retire all tendered shares,
reducing the number of outstanding BNA shares on the New York Stock Exchange
and increasing the Trust's operating expense ratio for remaining Stockholders
in the resultant smaller fund. In addition, liquidating positions of BNA's
portfolio to raise cash for the repurchase of shares and the related tender
offer would result in the occurrence of transaction costs. In sum, the
increased expenses would reduce the income of the Trust and hence the dividend
to stockholders.

Conclusion:
- -----------

THE BOARD OF DIRECTORS URGES STOCKHOLDERS TO VOTE AGAINST THIS PROPOSAL SO
THAT BNA'S INVESTMENT ADVISER CAN CONTINUE TO MANAGE BNA IN ACCORDANCE WITH THE
INVESTMENT PRINCIPLES SET FORTH IN ITS PROSPECTUS AND TO ENABLE STOCKHOLDERS TO
PARTICIPATE FULLY IN BNA'S LONG-TERM PORTFOLIO MANAGEMENT STRATEGIES.

<PAGE>

ADDITIONAL INFORMATION
INVESTMENT ADVISER

BlackRock was formed in 1988 to provide investment advisory services for
individual and institutional investors. In February 1995, BlackRock was
acquired by PNC Bank, N.A. and became a wholly owned subsidiary of PNC Asset
Management Group. In January 1998, 20% of BlackRock was purchased by the
managing directors of BlackRock such that PNC Asset Management Group now owns
80% of BlackRock. In early 1998, the five investment management firms that
comprise the PNC Asset Management Group consolidated under BlackRock, resulting
in a $100 billon money management firm offering established investment
expertise in domestic and international equity, global fixed income, cash
management as well as risk management technology. The integrated BlackRock is
among the 25 largest money management firms in the country.

The executive officers of the Adviser are:

<TABLE>
<CAPTION>
NAME POSITION
- ------------------------------- -------------------------------------
<S> <C>
Laurence D. Fink Chairman and Chief Executive Officer
Ralph L. Schlosstein President
Robert S. Kapito Vice Chairman
Henry Gabbay Managing Director
</TABLE>

Messrs. Fink and Schlosstein are officers and Directors, and Messrs. Gabbay and
Kapito are officers of the Trusts.

FINANCIAL STATEMENTS

BNA will furnish, without charge, a copy of BNA's most recent Annual
Report and the most recent Semi-Annual Report succeeding the Annual Report, if
any, to any stockholder upon request, provided such Annual or Semi-Annual
Report is not enclosed herein. Requests should be directed to 345 Park Avenue,
New York, New York 10154 (telephone number (800) 227-7BFM(7236)).

DEADLINE FOR STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 2000 Annual Meeting
of the Stockholders of BNA must be received by November 5, 1999 to be included
in the proxy statement and the form of proxy relating to that meeting as the
Trust expects that the 2000 Annual Meeting will be held in May of 2000.

<PAGE>

OTHER MATTERS

The management knows of no other matters which are to be brought before
the Meeting. However, if any other matters not now known or determined properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their judgment on
such matters.

All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.

Very truly yours,

LAURENCE D. FINK
Chairman and Chief Executive Officer

RALPH L. SCHLOSSTEIN
President

March 31, 1999

<PAGE>

PROXY

THE BLACKROCK
NORTH AMERICAN GOVERNMENT INCOME TRUST INC.
COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Karen H. Sabath, Robert S. Kapito and Henry
Gabbay as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side hereof, all the shares of common stock of The BlackRock North American
Government Income Trust Inc. (the "Trust") held of record by the undersigned on
February 26, 1999 at the Annual Meeting of Stockholders of the Trust to be held
on May 19, 1999 or at any adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AND AGAINST PROPOSAL 3.

- --------------------------------------------------------------------------------
PLEASE MARK BOXES IN BLUE OR BLACK INK.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE PAID ENVELOPE.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ----------------------------------- -----------------------------------

<PAGE>

/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

================================================================================
THE BLACKROCK
NORTH AMERICAN GOVERNMENT INCOME TRUST INC.
================================================================================
COMMON STOCK

-------------------------
Please be sure to sign and date this Proxy. Date
-------------------------

- -------------Stockholder sign here-------------Co-owner sign here---------------

1. Election of Directors.

RICHARD E. CAVANAGH
JAMES GROSFELD
JAMES CLAYBURN LAFORCE, JR.

FOR ALL NOMINEES WITHHOLD FOR ALL EXCEPT
/ / / / / /

Instruction: To withhold authority to vote "For" any individual nominee, mark
the "For All Except" box and strike a line through the nominee's name in the
list above.

2. To consider and act upon
the ratification of the
selection of Deloitte &
Touche LLP as auditors of
the Trust for the Trust's
fiscal year ending October
31, 1999.
FOR AGAINST ABSTAIN
/ / / / / /

3. To request that the Trust
shall promptly conduct a
self-tender offer for a
significant percentage of
its outstanding shares at
net asset value.

FOR AGAINST ABSTAIN
/ / / / / /

4. To transact such other
business as may properly
come before the meeting or
any adjournments thereof.
FOR AGAINST ABSTAIN
/ / / / / /

Mark box at right if an address
change or comment has been noted on
the reverse side of this card. / /