November 28, 2000
Karen H. Sabath, Secretary
BlackRock North American Government Income Trust Inc.
c/o BlackRock Financial Management, Inc.
345 Park Avenue
New York, NY 10154
Dear Karen:
Last year, our proposal to open-end BlackRock North American
Government Income Trust (the "Trust") was approved by a vote of
approximately 11.1 million to 7.3 million votes. Despite this
overwhelming mandate by the stockholders, the Trust's board of
directors did not implement it and the Trust's shares continue to
trade at a double-digit discount. Therefore, unless the board
agrees to implement an open-ending proposal next year if a
majority of the votes cast approve it we intend to nominate and
elect directors who will commit to do what the shareholders want.
Based on the strong support expressed by shareholders for open-
ending, we think that we would almost certainly prevail in a
proxy contest. We are hopeful that the board will realize that
and not impose any unnecessary costs on shareholders to pursue a
futile proxy contest.
We have beneficially owned shares of BlackRock North
American Government Income Trust Inc. (the "Trust") valued at
more than $2,000 for more than one year, and we expect to
continue ownership through the date of the Trust's next annual
meeting. Pursuant to Rule 14a-8 of the Securities Exchange Act of
1934 we are submitting the following shareholder proposal and
supporting statement for inclusion in the Trust's proxy statement
for the next annual meeting of stockholders or any earlier
meeting.
RESOLVED: It is requested that the Trust shall be converted to
an open-end fund.
Supporting Statement
The Trust's shares have long traded at a double-digit discount to
net asset value ("NAV"). In addition, the Trust has had 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. Neither
objective has been achieved. Since its inception eight years
ago, shareholders have seen the market value of their shares
plummet from $15 per share to less than $10 while the annual
distributions have dwindled from $1.20 to $0.84 per share.
On November 24, 2000, The Trust's stock price was $9.63 while the
NAV was $10.90. If it was an open-end fund your shares would
have been worth about $1.27 more per share
than they actually were. Open-ending will permanently eliminate
any discount so that you will be able to redeem your shares at
NAV at any time. On the other hand, if the Trust remains a
closed-end fund, there is nothing to prevent the discount from
expanding to 20% or more. That's why in its September 4, 2000
issue, Forbes called open-ending "the best thing that can happen"
to a discounted closed-end fund.
Open-ending means a higher stock price for every shareholder.
Think about it this way. If somebody offered to buy your shares
of the Trust at NAV today, would you like that? Of course you
would! Well, if the Trust open-ends, you can sell your shares at
NAV at any time.
Shareholders have suffered too long with poor performance and a
wide discount. Continuing to tolerate a double-digit discount
indefinitely is simply unacceptable. Shareholders have not
benefited from the closed-end structure and the increase in
shareholder value that would result from open-ending the Trust is
undeniable.
If you would rather own shares that are worth $10.90 instead of
$9.63 you should vote FOR this proposal. It is that simple.
Sincerely yours,
Phillip Goldstein
Portfolio Manager
