Regulatory Filings • Feb 19, 2010
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As filed with the Securities and Exchange Commission on February 19, 2010
Securities Act File No. 333-160166
Investment Company Act File No. 811-10331
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 EFPlaceholder
| o | Pre-Effective
Amendment No. | |
| --- | --- | --- |
| x | Post-Effective
Amendment No. | 1 |
| (Check
appropriate box or boxes) | | |
BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST
(Exact name of registrant as specified in charter)
100 Bellevue Parkway
Wilmington, Delaware 19809
(Address of Principal Executive Offices)
Telephone Number: (800) 882-0052
(Area Code and Telephone Number)
Anne F. Ackerley
President and Chief Executive Officer
BlackRock California Municipal Income Trust
55 East 52nd Street
New York, New York 10055
(Name and Address of Agent for Service)
Copies to:
Michael K. Hoffman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036-6522 Howard B. Surloff, Esq. BlackRock Advisors, LLC 55 East 52nd Street New York, NY 10055
EXPLANATORY NOTE
The Joint Proxy Statement/Prospectus and Statement of Additional Information, each in the form filed on September 23, 2009 pursuant to Rule 497 of the General Rules and Regulations under the Securities Act of 1933, as amended (File Nos. 333-160166 and 811-10331), are incorporated herein by reference.
This amendment is being filed in order to file, as Exhibit 12 to this Registration Statement, the tax opinions of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel for the Registrant.
EFPlaceholder PART C: OTHER INFORMATION
ITEM 15. Indemnification
There has been no change in the information set forth in Item 15 of the most recently filed Registration Statement of BlackRock California Municipal Income Trust (the “Registrant”) on Form N-14 under the Securities Act of 1933 (File No. 333-160166), as filed with the Securities and Exchange Commission on September 9, 2009, which information is incorporated herein by reference.
ITEM 16. Exhibits
| 1) | Agreement
and Declaration of Trust of the Registrant and amendments thereto
(a) | |
| --- | --- | --- |
| 2) | By-laws
of the Registrant (b) | |
| 3) | Not
applicable | |
| 4) | Form
of Agreement and Plan of Reorganization (g) | |
| 5) | (a) | Portions
of the Agreement and Declaration of Trust, By-laws and Statement of
Preference of the Registrant defining the rights of holders of common
shares of the Registrant (i) |
| | (b) | Form
of Amended and Restated Statement of Preferences (h) |
| | (c) | Form
of specimen certificate for common shares of the Registrant
(c) |
| | (d) | Form
of specimen certificate for preferred shares of the Registrant
(d) |
| 6) | (a) | Investment
Management Agreement between the Registrant and BlackRock Advisors, LLC
(i) |
| | (b) | Waiver
Reliance Letter between the Registrant and BlackRock Advisors, LLC
(e) |
| | (c) | Sub-Investment
Advisory Agreement between the Registrant and BlackRock Financial
Management, Inc. (i) |
| | (d) | Form
of Investment Advisory Waiver Letter between the Registrant and BlackRock
Advisors, LLC (j) |
| 7) | Not
Applicable | |
| 8) | Second
Amended and Restated Deferred Compensation Plan (i) | |
| 9) | Custodian
Agreement between the Registrant and State Street Bank and Trust Company
(i) | |
| 10) | Not
Applicable | |
| 11) | Opinion
and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel for the Registrant (j) | |
| 12) | (a) | Tax
opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to
Registrant's acquisition of BlackRock California Municipal Income Trust II
(k) |
| | (b) | Tax
opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to
Registrant's acquisition of BlackRock California Insured Municipal Income
Trust (k) |
| | (c) | Tax
opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to
Registrant's acquisition of BlackRock California Municipal Bond Trust
(k) |
| --- | --- | --- |
| 13) | (a) | Transfer
Agency and Service Agreement among the Registrant and Computershare Trust
Company, N.A. and Computershare Shareholder Services, Inc.
(i) |
| | (b) | Administrative
Services Agreement between the Registrant and State Street Bank and Trust
Company (i) |
| | (c) | Form
of Auction Agent Agreement (d) |
| | (d) | Form
of Broker-Dealer Agreement (d) |
| | (e) | Form
of DTC Agreement (f) |
| 14) | Consent
of Deloitte & Touche LLP, independent registered public accounting
firm for the Registrant (j) | |
| 15) | Not
Applicable | |
| 16) | Power
of Attorney (i) | |
| 17) | Form
of Proxy cards for the Funds (i) | |
(a) Incorporated by reference as an Exhibit to our Form N-2 as filed with the Securities and Exchange Commission on July 25, 2001.
(b) Incorporated by reference as an Exhibit to our Form 8-K as filed with the Securities and Exchange Commission on October 7, 2008.
(c) Incorporated by reference as an Exhibit to our Form N-2 as filed with the Securities and Exchange Commission on June 4, 2001.
(d) Incorporated by reference as an Exhibit to our Form N-2 as filed with the Securities and Exchange Commission on October 3, 2001.
(e) Incorporated by reference as an Exhibit to our Form N-2 as filed with the Securities and Exchange Commission on August 21, 2001.
(f) Incorporated by reference as an Exhibit to our Form N-2 as filed with the Securities and Exchange Commission on September 27, 2001.
(g) Incorporated by reference to Appendix A of the Statement of Additional Information.
(h) Incorporated by reference to Appendix F of the Statement of Additional Information.
(i) Incorporated by reference as an Exhibit to our Form N-14 as filed with the Securities and Exchange Commission on June 23, 2009.
(j) Incorporated by reference as an Exhibit to our Form N-14 as filed with the Securities and Exchange Commission on September 9, 2009.
(k) Filed herewith.
ITEM 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain information called for by the applicable Exchange registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of New York and the State of New York, on February 19, 2010.
| /s/
Anne F. Ackerley | |
| --- | --- |
| Name: | Anne
F. Ackerley |
| Title: | President
and Chief Executive
Officer |
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ | ||
| Anne F. Ackerley | President | |
| and Chief Executive Officer | February | |
| 19, 2010 | ||
| Anne | ||
| F. Ackerley | ||
| /s/ Neal | ||
| J. Andrews | Chief | |
| Financial Officer | February | |
| 19, 2010 | ||
| Neal | ||
| J. Andrews | ||
| * | Trustee | February |
| 19, 2010 | ||
| G. | ||
| Nicholas Beckwith, III | ||
| * | Trustee | February |
| 19, 2010 | ||
| Richard | ||
| E. Cavanagh | ||
| * | Trustee | February |
| 19, 2010 | ||
| Frank | ||
| J. Fabozzi | ||
| * | Trustee | February |
| 19, 2010 | ||
| Kathleen | ||
| F. Feldstein | ||
| * | Trustee | February |
| 19, 2010 | ||
| James | ||
| T. Flynn |
| Signature | Title | Date |
|---|---|---|
| * | Trustee | February |
| 19, 2010 | ||
| Jerrold | ||
| B. Harris | ||
| * | Trustee | February |
| 19, 2010 | ||
| R. | ||
| Glenn Hubbard | ||
| * | Trustee | February |
| 19, 2010 | ||
| W. | ||
| Carl Kester | ||
| * | Trustee | February |
| 19, 2010 | ||
| Karen | ||
| P. Robards | ||
| * | Trustee | February |
| 19, 2010 | ||
| Richard | ||
| S. Davis | ||
| * | Trustee | February |
| 19, 2010 | ||
| Henry | ||
| Gabbay | ||
| *By: | ||
| /s/ Anne F. Ackerley | Attorney-in-Fact | February |
| 19, 2010 | ||
| Anne | ||
| F. Ackerley |
SCHEDULE OF EXHIBITS TO FORM N-14
BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST
Exhibit
| 12)(a) | Tax
opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to
Registrant's acquisition of BlackRock California Municipal Income Trust
II |
| --- | --- |
| 12)(b) | Tax
opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to
Registrant's acquisition of BlackRock California Insured Municipal Income
Trust |
| 12)(c) | Tax
opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to
Registrant's acquisition of BlackRock California Municipal Bond
Trust |
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