DEFC14A 1 p19-1296defc14a.htm BLACKROCK CREDIT ALLOCATION INCOME TRUST

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

 

 

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Filed by a Party other than the Registrant þ

 

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 ¨ Preliminary Proxy Statement
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 þ Definitive Proxy Statement
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Blackrock Credit Allocation Income Trust

(Name of Registrant as Specified In Its Charter)

 

Saba Capital Management, L.P.

Boaz R. Weinstein

Stephen J. Flanagan

Frederic Gabriel

Thomas H. McGlade

Jassen Trenkow

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 
 

 

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DATED June 6, 2019

 

Blackrock Credit Allocation Income Trust

 

__________________________

 

PROXY STATEMENT

 

OF

Saba Capital Management, L.P.

_________________________

 

PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY

 

This Proxy Statement and the enclosed GOLD proxy card are being furnished by Saba Capital Management, L.P. (“Saba Capital”) and certain of its affiliates (as identified on Annex I, collectively, “Saba,” “we”, or “us”), and the nominees named in Proposal 1 (the “Nominees” and, together with Saba, the “Participants”), in connection with the solicitation of proxies from the shareholders of Blackrock Credit Allocation Income Trust, a Delaware statutory trust and a closed-end management investment company registered under the Investment Company Act of 1940, as amended (“BTZ” or the “Fund”).

 

We believe that the Board of Trustees (the “Board”) of BTZ has taken significant actions to impair the rights of its shareholders. Most significantly, the Board's unilateral amendment of the Fund’s Amended and Restated Bylaws (the “Bylaws”) in 2016 is, in our view, sufficient to warrant voting against all of the fund’s existing trustees. This attempt at entrenchment was taken in several of BlackRock's closed-end funds just six weeks after Saba’s initial 13D filing in another BlackRock closed-end fund; Saba views this as clear evidence of the intent of their actions. Thus, we believe the Board should declassify itself so that all trustees are elected on an annual basis beginning with the next annual meeting of shareholders. We also believe that the Nominees’ (as defined below) election to the Board will send a strong message that the Fund's shareholders are not satisfied with the Fund’s management or their treatment of shareholders. We are convinced NOW is the time to take action and we urge shareholders to elect our slate of nominees, who, if elected, would serve the best interests of all shareholders.

 

We are therefore seeking your support at the upcoming 2019 annual meeting of shareholders (the “Annual Meeting”), to be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Multi Purpose Room, Princeton, NJ 08540, on Monday, July 8, 2019, at 10:00 a.m. (Eastern time) with respect to the following (each, a “Proposal” and, collectively, the “Proposals”):

 

  Proposal   Our Recommendation
         
  1. To elect Saba’s slate of four trustee nominees, Stephen J. Flanagan, Frederic Gabriel, Thomas H. McGlade and Jassen Trenkow (the “Nominees”), to serve as trustees on the Board until the 2020 annual meeting of shareholders and until their respective successors are duly elected and qualified, in opposition to BTZ’s trustee nominees.   FOR ALL FOUR of the Nominees
         
  2. To request that the Board take all necessary steps in its power to declassify the Board so that all trustees are elected on an annual basis starting at the next annual meeting of shareholders.  Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees.   FOR
         
    To transact any other business that properly comes before the Annual Meeting and any adjournments of the Annual Meeting.    
         

 

 

  1 

 

 

This Proxy Statement and GOLD proxy card are first being mailed or given to the Company’s shareholders on or about June 6, 2019. All shares voted on the GOLD proxy card will be voted as directed at the Annual Meeting, except as otherwise provided therein.

 

Based on the Fund’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (“SEC”) on June 5, 2019 (the “Fund’s Proxy Statement”) the Board is currently comprised of eleven trustees divided into three classes. The members of each class are elected to serve three-year terms with the term of office of each class ending in successive years, and it is our expectation that there will be four trustees elected at the Annual Meeting.

 

Through this Proxy Statement and enclosed GOLD proxy card, we are soliciting proxies to elect the Nominees to serve in "Class III," which is the class of trustees whose terms will expire at the 2022 annual meeting of shareholders. If elected, our Nominees would only constitute a minority of the members of the Board—four of eleven Board members. The names, backgrounds and qualifications of the Fund’s nominees, and other information about them, can be found in the Fund’s Proxy Statement.

 

Though the Fund claims that Saba's nominations are "invalid," Saba believes its nomination was properly and timely submitted under the Bylaws and that the Fund's assertions to the contrary are incorrect.

 

The Fund has set the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”) as May 30, 2019. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 103,865,554 common shares of beneficial interest, par value $0.001 per share, of the Fund (“Common Shares”) outstanding, according to the Fund’s Proxy Statement. As of the close of business on June 5, 2019, the Participants beneficially owned 5,433,237 Common Shares in the aggregate, as further described in Annex I.

 

We urge you to sign, date and return the GOLD proxy card “FOR ALL” four Nominees to the Board and “FOR” Proposal 2.

 

This Proxy Statement and GOLD proxy card are first being mailed or given to the Fund’s shareholders on or about June 6, 2019.

 

This proxy solicitation is being made by Saba and the Nominees, and not on behalf of the Board or management of the Fund or any other third party. We are not aware of any other matters to be brought before the Annual Meeting other than as described herein. Should other matters be brought before the Annual Meeting, the persons named as proxies in the enclosed GOLD proxy card will vote on such matters in their discretion.

 

If you have already voted using the Fund’s White proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Importantly, only the latest validly executed proxy that you submit will be counted. In addition, any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” in the Questions and Answers section.

 

For instructions on how to vote, including the quorum and voting requirements for the Fund and other information about the proxy materials, see the Questions and Answers section starting on page 9.

 

 

We urge you to promptly sign, date and return your GOLD proxy card.

 

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.

 

 

  2 

 

 

REASONS FOR THIS PROXY SOLICITATION

 

As a large shareholder of BlackRock Credit Allocation Income Trust, Saba Capital has nominated a slate of four highly-qualified Nominees (Proposal 1) and put forth a proposal requesting that the Board declassify itself (the "Declassify Proposal") so that all directors are elected on an annual basis (Proposal 2).

 

In the Fund's Proxy Statement, the Board has sent shareholders a letter explaining why they should vote against the Declassify Proposal and Nominees, advocating the classified structure as essential for good corporate governance. The Board's arguments would reasonably lead one to believe that its actions and recommendations are in your best interest and consistent with the policies of BlackRock, Inc. (“BlackRock”) on the corporate governance of its OWN funds. However, this is not the case.

 

In a 2019 letter to BlackRock’s shareholders, under the title “Purpose & Profit”, BlackRock Chief Executive Officer Larry Fink unequivocally designated “governance” as BlackRock’s investment stewardship priority for the year 2019.1 Further, in its Proxy Voting Guidelines for U.S. Securities (January 2019) (“BlackRock Guidelines”), BlackRock stated, “we believe that directors should be re-elected annually and that classification of the board dilutes shareholders’ right to promptly evaluate a board’s performance and limits shareholder selection of directors”, concluding that “we will typically support proposals requesting board declassification.”2

 

Regrettably, BlackRock appears to have concluded that its very own BlackRock Guidelines should not apply to its own fund. Here is a closer look at some of the corporate governance principles BlackRock has espoused, contrasted with the actions they have taken regarding your investment in the Fund: 

 

 

BlackRock Regarding YOUR Investment BlackRock Governance Principles3
Staggered Terms
“Indeed, studies suggest that companies with staggered boards have benefited shareholders by freeing managers to focus on long term results and increasing shareholder value”4 “We believe that directors should be re-elected annually and that classification of the board dilutes shareholders’ right to promptly evaluate a board’s performance and limits shareholder selection of directors”
Vote Requirements
“ with respect to a Contested Election, the affirmative vote of a majority of the Shares outstanding and entitled to vote with respect to such matter at such meeting shall be the act of the shareholders”5 “BlackRock believes that directors should generally be elected by a majority of the shares voted”
Special Meetings
“special meetings of shareholders… shall be called by the Secretary at the request in writing by the shareholders of record of not less than fifty-one percent (51%) of the outstanding”6 “We therefore believe that shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than 25%) are required”
Amendment to Charter / Articles / Bylaws

On October 28, 2016, without a shareholder vote, the Board (and several other BlackRock closed-end funds) classified their Board structures and amended the voting standard for trustees in contested elections.7

 

 “We believe that shareholders should have the right to vote on key corporate governance matters… including on changes to governance mechanisms and amendments to the charter / articles / bylaws. We may vote against certain directors where changes to governing documents are not put to a shareholder vote within a reasonable period of time, in particular if those changes have the potential to impact shareholder rights”

 

_________________________________________

1 Available at https://www.blackrock.com/corporate/investor-relations/larry-fink-ceo-letter. 

2 Available at https://www.blackrock.com/corporate/literature/fact-sheet/blk-responsible-investment-guidelines-us.pdf.

3 Id.

4 See Fund's Proxy Statement.

5 Bylaws.

6 Id.

7 Form 8-K, filed with the SEC on October 28, 2016.

 

 

We believe the approach of the Fund to not follow BlackRock’s professed governance principles should not be acceptable to shareholders and that the Fund's corporate governance profile (as compared above) seems to run very contrary to BlackRock's purported leadership in corporate governance and appearance as a champion of shareholder interests.

 

On June 4, 2019, Saba filed a complaint (the “Complaint”) in the Court of Chancery of the State of Delaware (the “Court”) against the Fund, BlackRock New York Municipal Bond Trust, BlackRock Advisors, LLC, Richard E. Cavanagh, Karen P. Robards, Michael J. Castellano, Cynthia L. Egan, Frank J. Fabozzi, Henry Gabbay, R. Glenn Hubbard, W. Carl Kester, Catherine A. Lynch, Robert Fairbairn and John M. Perlowski (collectively, the “Defendants”) seeking injunctive relief on the basis that (i) the Defendants breached the Fund’s Declaration of Trust and certain of the Defendants breached their fiduciary duties to shareholders by imposing a “majority of outstanding” vote standard in a contested election of trustees and (ii) the Defendants violated the Fund’s Bylaws and certain of the Defendants breached their fiduciary duties to shareholders by refusing to recognize Saba’s nominees for election or service on the Board of the Fund at the Annual Meeting. As part of the Complaint, Saba has requested, among other things, that the Court enter an order (i) declaring that the Defendants breached the Fund’s Declaration of Trust and Bylaws, as well as their fiduciary duties, by imposing a “majority of outstanding” vote standard to a contested election of trustees and declaring that a plurality of the votes cast standard should be applied to the election of trustees at the Annual Meeting; (ii) declaring that the Defendants breached the Fund’s Bylaws, as well as their fiduciary duties, by precluding Saba from nominating trustees for election to the Class III positions at the Annual Meeting and enjoining the Defendants from interfering with the presentation of, or solicitation of proxies for, Saba’s nominees at the Annual Meeting; (iii) prohibiting Defendants from precluding Saba’s nominees from election or service on the Board based on the Defendants’ improper assertion that Saba has failed to meet the Bylaw advance notice requirements of the Fund; and (iv) awarding reasonable attorneys' and experts' fees and expenses for the proceedings arising from the Complaint.

 

We urge you to support our proposals by voting the GOLD proxy card today, now is the time to hold BlackRock accountable.

 

BTZ’s Common Shares currently trade at a value significantly less than what the securities held by the Fund are worth.8  We recommend voting “FOR ALL” four of the highly-qualified Nominees (Proposal 1).  Additionally, we believe voting “FOR” Proposal 2 for the Board to consider declassifying the Board so that all trustees are elected on an annual basis could lead to a higher share price.9  

 

 

_________________________________________

8 As of the close of business on May 20, 2019, the Fund was trading at a discount of 10.1% to its net asset value (NAV), as compared to an average trading discount to NAV of 5.6% for all publicly traded closed end funds. Source: CEF Advisors.

9 See, e.g., David F. Larcker and Brian Tayan, “Staggered Boards Research Spotlight,” Stanford Business Corporate Governance Research Initiative, available at https://www.gsb.stanford.edu/sites/gsb/files/publication-pdf/cgri-research-spotlight-03-staggered-boards.pdf (“Announcement to destagger is associated with a 1% increase in stock price.”).

 

  3 

 

 

PROPOSAL 1: ELECTION OF TRUSTEES

 

According to the Fund’s Proxy Statement and other public information, the Board is currently comprised of eleven trustees divided into three classes. The members of each class are elected to serve three-year terms with the term of office of each class ending in successive years, and it is our expectation that there will be four trustees elected at the Annual Meeting. We are soliciting proxies to elect the Nominees—Stephen J. Flanagan, Frederic Gabriel, Thomas H. McGlade and Jassen Trenkow—to serve as trustees with terms expiring at the 2022 annual meeting of shareholders. The Nominees, if all are elected, would constitute four of eleven members of the Board, which constitutes a minority of the members of the Board.

 

The Participants intend to vote all of their Common Shares in favor of the four Nominees.

 

Each of the Nominees, if elected, will serve three-year terms until the 2022 annual meeting of shareholders and until his successor has been duly elected and qualified. There is no assurance that any incumbent trustee will serve as a trustee if one or more of the Nominees is elected to the Board. You should refer to the Fund’s Proxy Statement for the names, background, qualifications and other information concerning the Fund’s nominees. The ages shown below are as of the date of the filing of this Proxy Statement.

 

Nominees:

 

 

Name: Stephen J. Flanagan
Age: 62  
Business Address: 263 Nod Hill Road, Wilton, Connecticut 06897  
Principal Occupation: See below  

 

Mr. Flanagan is currently the President and Chief Operating Officer of Shadowman Sports. Prior to this role, Mr. Flanagan has over 20 years of senior management experience leading marketing, new media, Internet and entertainment companies from start-up stage to IPO’s and beyond. Mr. Flanagan previously served as the President and Chief Executive Officer of The Quidnet Group, where he has worked since 2003, and assisted clients with strategy and development in the areas of sports, entertainment and lifestyle marketing on a global basis. From 2001 through 2003, Mr. Flanagan served as vice president at Clear Channel Entertainment. Before that, starting in 1999, Mr. Flanagan held positions as senior director and senior vice President at CMGI. Mr. Flanagan has also held executive positions with CBS Sportsline, CardMember Publishing and ActMedia. He has also served as a board member and vice chairman of The Streaming Media Alliance, the advisory board to Adforce/CMGI, the Internet Advertising Bureau Research Council and various committees for the Advertising Research Foundation.

 

He is a graduate of Syracuse University with a BA in English.

 

Mr. Flanagan's qualifications to serve as a director include his leadership experience at the helm of a major client services company.

 

  4 

 

 

 

Name: Frederic Gabriel
Age: 44  
Business Address: 464 Hudson Street, Unit 259, New York, New York 10014  
Principal Occupation: See below  

 

Mr. Gabriel has served as the founder and Chief Executive Officer of Orion Realty NYC, where he focuses on real estate investment opportunities in the United States, specifically in the New York tri-state area, since 2014. Prior to Orion, Mr. Gabriel spent more than 15 successful years in investment banking, working at some of the highest ranked and most competitive banks at the time, including Lehman Brothers, Merrill Lynch, Credit Suisse and most recently JP Morgan, where he served from 2007 until 2014. Mr. Gabriel has traded across the three major financial cities: London, Hong Kong and New York. Mr. Gabriel also previously served 13 months in the French Air Force as a Reserve Officer.

 

Mr. Gabriel holds a degree in engineering from ENSAM/Paris Tech (Arts et Métiers), graduating in 1997, one of the best French engineering schools, and a MS in International Finance from HEC in Paris, a leading European business school, graduating in 1999.

 

Mr. Gabriel’s qualifications to serve as a director include his extensive financial experience, his entrepreneurial expertise having founded a real estate investment fund, and his leadership experience having served in leadership roles at leading financial institutions.

 

 

Name: Thomas H. McGlade
Age: 59    
Business Address: P.O. Box 38, Telluride, CO 81435
Principal Occupation: See below    

 

Mr. McGlade is currently a private investor and from 2018 until 2019 provided consultancy services with respect to sourcing capital for Terrapin Care Station, a consumer-focused cultivator, processor and provider of high-quality medical and retail cannabis products. Between 2017 and 2018, Mr. McGlade worked for Woodstock Products International to develop certain consumer brands utilizing the Woodstock mark. Prior to that, Mr. McGlade served as a partner and Head of the U.S. Office at Prologue Capital Inc., a prominent hedge fund, from 2008 until 2014. During his time at Prologue Capital, Mr. McGlade oversaw significant aspects of fund business management and also acted as a portfolio manager. Previous to his position at Prologue Capital, Mr. McGlade served as Managing Director of RBS Securities Inc. (f/k/a RBS Greenwich Capital), a broker dealer and major investment bank, from 1993 until 2008, where he was head trader for long duration U.S. Treasury bonds on the primary dealership desk of the liquid products group. During his tenure at RBS Greenwich Capital, Mr. McGlade specialized in relative value and arbitrage opportunities in U.S. Treasuries, futures and derivatives. From 1986 until 1993, Mr. McGlade served as a vice president at companies in the real estate development sector. Currently, Mr. McGlade is a private investor.

 

In addition to executive experience, Mr. McGlade served as a member on the Boards of Directors of Prologue Capital’s legal entities, including Prologue G.P. Ltd., Prologue Capital U.S. General Partner LLC, and Prologue Feeder Fund Ltd. from 2011 to 2014. He currently serves on the board of San Miguel Education Foundation, a non-profit which provides education and cultural resources to Colorado communities. He formerly served as a member of the Board of Directors of New Canaan Country School Board, a non-profit educational institution.

 

Mr. McGlade earned a BA in Economics from Duke University.

 

Mr. McGlade’s qualifications to serve as a trustee include his extensive market expertise in fixed income derivatives, leveraged trading, value-at-risk based risk management, securities financing and portfolio valuation and macroeconomics, along with his business management expertise in investor relations and business development, legal and compliance, human resource management, financial risk management and valuation.

 

  5 

 

 

 

Name: Jassen Trenkow
Age: 42  
Business Address: 3/F, 3 Queen Victoria Street, Yuen Kee Building, Central, Hong Kong  
Principal Occupation: See below  

 

Mr. Trenkow is currently a private investor, having served as the Head of the Finance Structural Reform and Transformation Program at Barclays Services Company from April 2017 to January 2019. Previously, Mr. Trenkow held other positions at Barclays including as Global Chief of Staff to the Chief Financial Officer from December 2014 to May 2017 and as the Director and Chief of Staff, Americas Finance from May 2014 to November 2014. Prior to Barclays, Mr. Trenkow spent more than a decade at Goldman Sachs, serving as Executive Director and Chief Operating Officer of Goldman Sachs Asset Management Asia from April 2010 to May 2014, as Global Deputy Chief of Staff, Internal Audit from 2008 to 2010, as Vice President, Strategic Initiatives from 2007 to 2008, as Change Management Lead from 2006 to 2007 and as Internal Auditor from 2004 to 2005. Mr. Trenkow previously served as a Technology Project Manager at J.P. Morgan from 2001 to 2003.

 

Mr. Trenkow received a B.S. from Pace University and a M.B.A. from EMBA-Global Asia, in partnership with London Business School, Columbia Business School and The University of Hong Kong.

 

Mr. Trenkow’s qualifications to serve as a director include his decades of experience working in the financial services industry at Barclays and Goldman Sachs and his operational efficiency gained from service as a chief of staff at both banks.

 

 

None of the Nominees currently hold, nor at any time has held, any position with the Fund. None of the Nominees oversee any portfolios in the Fund’s Fund Complex (as defined in the 1940 Act).

 

As of the date hereof, the dollar range of the equity securities of the Fund beneficially owned by the Nominees and the aggregate range of equity securities in all funds to be overseen by the Nominees, is as follows:

 

Name of Nominee   Dollar Range of Equity Securities in the Company   Aggregate Dollar Range of Equity Securities in All Companies to be Overseen by the Nominee in a Family of Investment Companies
Frederic Gabriel   None   None
Stephen J. Flanagan   None   None
Thomas H. McGlade   None   None
Jassen Trenkow   None   None

 

We urge shareholders to vote FOR ALL four of the Nominees on the GOLD proxy card.

 

None of the organizations or corporations referenced above is a parent, subsidiary, or other affiliate of the Fund. We believe that, if elected, each of the Nominees will be considered an independent trustee of the Fund under (i) the NYSE’s Listing Standards (the “Listing Standards”), and (ii) paragraph (a)(1) of Item 407 of Regulation S-K. In addition, we believe that the Nominees are not and will not be “interested persons” of the Fund within the meaning of section 2(a)(19) of the 1940 Act.

Each of the Nominees has entered into a nominee agreement pursuant to which Saba has agreed to pay the costs of soliciting proxies in connection with the Annual Meeting and to defend and indemnify such Nominees against, and with respect to, any losses that may be incurred by them in connection with their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The Nominees will not receive any compensation from Saba for their services as trustees of the Fund if elected. If elected, the Nominees will be entitled to such compensation from the Fund as is consistent with the Fund’s practices for services of non-employee trustees.

 

  6 

 

 

Each of the Nominees has agreed to being nominated as a Nominee in this Proxy Statement and has confirmed his willingness to serve on the Board if elected. We do not expect that any of the Nominees will be unable to stand for election, but, in the event that a Nominee is unable to or for good cause will not serve, the Common Shares represented by the GOLD proxy card will be voted for a substitute candidate selected by us.  If we determine to add or substitute nominees, whether because the Fund expands the size of the Board subsequent to the date of this Proxy Statement or for any other reason, we will file an amended proxy statement and proxy card that, as applicable, identifies the additional or substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes biographical and other information about such nominees required by the rules of the SEC.

 

Vote Required.

According to the Bylaws, with respect to a contested election, the election of each of the nominees requires the affirmative vote of a majority of the shares outstanding and entitled to vote. This means that to elect each trustee, if a quorum is present or represented by proxy at the meeting, a majority of the shares outstanding, not just present or represented by proxy at the meeting and voting on the matter, must be voted “FOR” the nominee. Abstentions and broker non-votes will therefore be considered as votes cast “against” any nominee because approval requires an absolute percentage of affirmative votes.

 

We urge you to sign and return our GOLD proxy card. If you have already voted using the Fund’s White proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “Can I change my vote or revoke my proxy?” If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877) 972-0090 or collect at (203) 972-9300.

The \

We Recommend a Vote FOR ALL FOUR of the Nominees for election at the Annual Meeting on the GOLD proxy card.

 

  7 

 

 

PROPOSAL 2: REQUEST THAT THE BOARD CONSIDER DECLASSIFYING THE BOARD

 

We believe, along with many of the world's largest shareholders, institutional investors and corporate governance experts, that the annual election of all trustees is of paramount importance in achieving board accountability to its shareholders, ensuring that trustees are answerable for their actions, and incentivizing optimal performance.10 It is, therefore, our view that the Board should be declassified, in line with corporate governance best practices and BlackRock's own public company guidance.11 The vast majority of companies in the S&P 500 and Russell 1000 indexes elect all board members annually and we see no reason why the Fund should continue to operate under protective cover of the corporate entrenchment tool that is the classified board.

 

Furthermore, prior to the Board's amendment of the Bylaws in 2016, all directors were elected annually. The approval of this Proposal will assist in returning the Board to its previous structure, which was one that the Fund’s long-term investors felt to be in the Fund's long-term interests. We believe that the Board has also acted to implement other significant impairments to the rights of shareholders into the Bylaws, such as increasing voting standards in contested elections from a plurality vote standard to a majority of the outstanding shares standard for the election of directors, which should be alarming to investors.

 

Accordingly, shareholders are being asked to vote on the following resolution:

 

BE IT RESOLVED, that the shareholders of BlackRock Credit Allocation Income Trust (the “Fund”) request that the Board of Directors of the Fund (the “Board”) take all necessary steps (other than any steps that must be taken by shareholders) in its power to declassify the Board so that directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected board members.

Vote Required.

According to the Bylaws and the Fund's Proxy Statement, the approval of Proposal 2 requires the affirmative vote of a majority of the shares represented in person or by proxy at a meeting at which a quorum is present. Abstentions will be treated as shares that are present and entitled to vote and therefore will count as votes against Proposal 2. Broker non-votes, if any, will be treated as votes present at the Annual Meeting, but will not be treated as votes cast. Accordingly, broker non-votes will have the same effect as votes “against” Proposal 1 and Proposal 2.

 

 

 We Recommend a Vote FOR Proposal 2 on the GOLD proxy card.

 

 

_________________________________________

10 All of the five largest U.S. mutual funds, the Council of Institutional Investors, the largest public pension funds, and the leading proxy advisory firms (ISS and Glass Lewis) have adopted policies that support the annual election of directors and oppose board classification. See proxy voting guidelines for Fidelity, Vanguard, American Funds, Franklin Mutual Advisers, and T. Rowe Price; Council of Institutional Investors, Policies on Corporate Governance (2016); CalPERS, Global Principles of Accountable Corporate Governance (2010); Institutional Shareholder Services, U.S. Proxy Voting Summary Guidelines (2013), and Glass Lewis & Co., Proxy Paper Guidelines.

11 See “Fewer Classified Boards Could Mean Higher Director Turnover,” Equilar Blog, Mar. 7, 2016, available at http://www.equilar.com/blogs/84-fewer-classified-boards.html (“A classified board creates concern among shareholders because poorly performing directors may benefit from an electoral reprieve [. . . . declassification] indeed became a trend–almost 90% of S&P 500 companies now have a declassified board.”).

 

 

  8 

 

 

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

 

Who is entitled to vote?

 

 

Shareholders of record at the close of business on May 30, 2019, are entitled to be present and to vote at the Annual Meeting or any adjournment of the Annual Meeting. Each Common Share of record is entitled to one vote.

 

How do I vote my shares?

 

 

Common Shares held in record name. If your Common Shares are registered in your own name, please vote today by signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided. Execution and delivery of a proxy by a record holder of Common Shares will be presumed to be a proxy with respect to all shares held by such record holder unless the proxy specifies otherwise.

 

Common Shares beneficially owned or held in “street” name. If you hold your Common Shares in “street” name with a broker, bank, dealer, trust company or other nominee, only that nominee can exercise the right to vote with respect to the Common Shares that you beneficially own through such nominee and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your broker, bank, dealer, trust company or other nominee to vote in favor of the election of the Nominees. Please follow the instructions to vote provided on the enclosed GOLD proxy card. If your broker, bank, dealer, trust company or other nominee provides for proxy instructions to be delivered to them by telephone or Internet, instructions will be included on the enclosed GOLD proxy card. We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions by emailing them to Saba@investor-com.com or mailing them to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings Highway S., Suite 210, Darien, CT 06820, so that we will be aware of all instructions given and can attempt to ensure that such instructions are followed.

 

Note: Common Shares represented by properly executed GOLD proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, “FOR ALL” four of the Nominees listed in Proposal 1 and “FOR” Proposal 2.

 

How should I vote on the Proposals?

 

 

We recommend that you vote your shares on the GOLD proxy card as follows:

“FOR ALL” four Nominees standing for election to the Board named in this Proxy Statement (Proposal 1); and

“FOR” the request that the Board consider declassifying the Board so that all trustees are elected on an annual basis starting at the next annual meeting of shareholders (Proposal 2);

What vote is needed to approve each proposals?

 

 

·Proposal 1 – Election of Trustees. According to the Bylaws, with respect to a contested election, the election of each of the nominees requires the affirmative vote of a majority of the shares outstanding and entitled to vote. This means that to elect each trustee, if a quorum is present or represented by proxy at the meeting, a majority of the shares outstanding, not just present or represented by proxy at the meeting and voting on the matter, must be voted “FOR” the nominee. Abstentions and broker non-votes will therefore be considered as votes cast “against” any nominee because approval requires an absolute percentage of affirmative votes.

THE ONLY WAY TO SUPPORT ALL FOUR OF THE NOMINEES IS TO SUBMIT YOUR VOTING INSTRUCTIONS “FOR ALL” THE NOMINEES ON THE GOLD PROXY CARD. PLEASE DO NOT SIGN OR RETURN A WHITE PROXY CARD FROM THE FUND, EVEN IF YOU INSTRUCT TO “WITHHOLD” ON THEIR TRUSTEE NOMINEES. DOING SO WILL REVOKE ANY PREVIOUS VOTING INSTRUCTIONS YOU PROVIDED ON THE GOLD PROXY CARD.

 

  9 

 

·Proposal 2. According to the Bylaws and the Fund's Proxy Statement, the approval of Proposal 2 requires the affirmative vote of a majority of the shares represented in person or by proxy at a meeting at which a quorum is present. Abstentions will be treated as shares that are present and entitled to vote and therefore will count as votes against Proposal 2. Broker non-votes, if any, will be treated as votes present at the Annual Meeting, but will not be treated as votes cast. Accordingly, broker non-votes will not have any effect on the outcome of Proposal 1 and Proposal 2 and will have the same effect as votes “against” Proposal 2. Each Proposal is not contingent upon the approval of the other.

 

Can I change my vote or revoke my proxy?

 

 

If you are the shareholder of record, you may change your proxy instructions or revoke your proxy at any time before your proxy is voted at the Annual Meeting. Proxies may be revoked by any of the following actions:

·signing, dating and returning the enclosed GOLD proxy card (the latest dated proxy is the only one that counts);
·delivering a written revocation or a later dated proxy for the Annual Meeting to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings Highway S., Suite 210, Darien, CT 06820 or to the secretary of the Fund; or
·attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

 

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee. If you attend the Annual Meeting and you beneficially own Common Shares but are not the record owner, your mere attendance at the Annual Meeting WILL NOT be sufficient to revoke your prior given proxy card. You must have written authority from the record owner to vote your shares held in its name at the meeting. Contact InvestorCom toll free at (877) 972-0090 or collect at (203) 972-9300 for assistance or if you have any questions.

 

IF YOU HAVE ALREADY VOTED USING THE TRUST’S WHITE PROXY CARD, WE URGE YOU TO REVOKE IT BY FOLLOWING THE INSTRUCTIONS ABOVE. Although a revocation is effective if delivered to the Fund, we request that either the original or a copy of any revocation be mailed to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings HIghway S., Suite 210, Darien, CT 06820, so that we will be aware of all revocations.

 

Who is making this Proxy Solicitation and who is paying for it?

 

 

The solicitation of proxies pursuant to this proxy solicitation is being made by Saba and the Nominees. Proxies may be solicited by mail, facsimile, telephone, telegraph, Internet, in person or by advertisements. Saba will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Saba has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Common Shares they hold of record. Saba will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that certain regular employees of Saba will also participate in the solicitation of proxies in support of the Nominees. Such employees will receive no additional compensation if they assist in the solicitation of proxies.

 

Saba has retained InvestorCom to provide solicitation and advisory services in connection with this solicitation. InvestorCom will be paid a fee not to less than $10,000 based upon the campaign services provided. In addition, Saba will advance costs and reimburse InvestorCom for reasonable out-of-pocket expenses and will indemnify InvestorCom against certain liabilities and expenses, including certain liabilities under the federal securities laws. InvestorCom will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. It is anticipated that InvestorCom will employ up to twenty-five persons to solicit the Fund’s shareholders as part of this solicitation. InvestorCom does not believe that any of its owners, managers, officers, employees, affiliates or controlling persons, if any, is a “participant” in this proxy solicitation.

 

 

  10 

 

 

Costs of this proxy solicitation are currently estimated to be approximately $520,000. We estimate that through the date hereof, Saba’s expenses in connection with the proxy solicitation are approximately $135,000. If successful, Saba may seek reimbursement of these costs from the Fund. In the event that Saba decides to seek reimbursement of its expenses, Saba does not intend to submit the matter to a vote of the Fund’s shareholders. The Board, which will consist of all four of the Nominees, if all are elected, and one incumbent trustee of the Fund, would be required to evaluate the requested reimbursement consistent with their fiduciary duties to the Fund and its shareholders. Costs related to the solicitation of proxies include expenditures for attorneys, public relations and other advisors, solicitors, printing, advertising, postage, transportation, litigation and other costs incidental to the solicitation.

 

What is Householding of Proxy Materials?

 

 

 

The SEC has adopted rules that permit companies and intermediaries (such as brokers and banks) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. Some banks and brokers with account holders who are shareholders of the Company may be householding our proxy materials.

A single copy of this Proxy Statement (and of the Fund’s Proxy Statement and annual report) will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from one or more of the affected shareholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your bank or broker and direct your request to the Fund at 1-866-295-8105 or by writing to Janey Ahn, the Secretary of the Fund, 40 East 52nd Street, New York, NY 10022. Shareholders who currently receive multiple copies of this Proxy Statement at their address and would like to request householding of their communications should contact their bank or broker.

Where can I find additional information concerning BTZ?

 

 

Pursuant to Rule 14a-5(c) promulgated under the Exchange Act, we have omitted from this Proxy Statement certain disclosure required by applicable law to be included in the Fund’s Proxy Statement in connection with the Annual Meeting. Such disclosure includes information regarding securities of the Fund beneficially owned by the Fund’s trustees, nominees and management; the Fund’s investment manager and administrator; the Audit Committee of the Board; certain shareholders’ beneficial ownership of more than 5% of the Fund’s voting securities; information concerning executive compensation; and information concerning the procedures for submitting shareholder proposals and trustee nominations intended for consideration at the 2020 annual meeting of shareholders and for consideration for inclusion in the proxy materials for that meeting. If the Fund does not distribute the Fund’s Proxy Statement to shareholders at least ten days prior to the Annual Meeting, we will distribute to the shareholders a supplement to this Proxy Statement containing such disclosures at least ten days prior to the Annual Meeting. We take no responsibility for the accuracy or completeness of information contained in the Fund’s Proxy Statement. Except as otherwise noted herein, the information in this Proxy Statement concerning the Fund has been taken from or is based upon documents and records on file with the SEC and other publicly available information.

 

This Proxy Statement and all other solicitation materials in connection with this proxy solicitation will be available on the Internet, free of charge, at the SEC’s website https://www.edgar.sec.gov. The Edgar file number for BTZ is 811-21972.

 

  11 

 

 

CONCLUSION

 

We urge you to carefully consider the information contained in this Proxy Statement and then support our efforts by signing, dating and returning the enclosed GOLD proxy card today.

 

Thank you for your support,

 

Saba Capital Management, L.P.
Boaz R. Weinstein
Stephen J. Flanagan
Frederic Gabriel
Thomas H. McGlade
Jassen Trenkow
 
June 6, 2019

 

 

  12 

 

ANNEX I: INFORMATION ON THE PARTICIPANTS

 

 

Beneficial Ownership and Other Information

 

This proxy solicitation is being made by (i) Saba Capital Management, L.P. (“Saba Capital”); (ii) Boaz R. Weinstein, principal of Saba (“Mr. Weinstein,” and together with Saba Capital, “Saba”); and (iii) the Nominees. The entities and individuals listed in this paragraph may each be deemed a “Participant” and, collectively, the “Participants.”

 

As of the close of business on June 5, 2019, the Participants may be deemed to “beneficially own” (within the meaning of Rule 13d-3 or Rule 16a-1 under the Exchange Act for the purposes of this Annex I), in the aggregate, common shares, par value $0.001 per share, of the Fund (“Common Shares”), representing approximately 5.2% of the Fund’s outstanding Common Shares. The percentages used herein are based upon 103,865,554 Common Shares outstanding as of the record date for the Annual Meeting, May 30, 2019. Saba Capital may be deemed to beneficially own 5,433,237 Common Shares.

 

As of the date of this Notice, none of the Nominees beneficially own any Common Shares, nor do any of the Nominees beneficially own any other securities of the Fund.

 

The principal business of Mr. Weinstein is investment management and serving as the Managing Member of Saba Capital and other affiliated entities. The principal business of Saba Capital is to serve as investment manager to various funds that directly hold the Common Shares reported in the aggregate herein (the “Saba Entities”). The principal business of the Saba Entities is to invest in securities.

 

The principal business address of each of Mr. Weinstein and Saba Capital is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

 

Each of the Nominees is a citizen of the United States. Information on the principal occupation and business address of each of the Nominees is set forth in PROPOSAL 1: ELECTION OF TRUSTEES on page 4.

 

Unless otherwise noted as shares held in record name by the Saba Entities, the Common Shares held by the Saba Entities are held in commingled margin accounts, which may extend margin credit to such parties from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein since margin may have been attributed to such other securities and since margin used is not disclosed on an individual per-security basis.

 

  13 

 

 

Disclaimer

 

Except as set forth in this Proxy Statement (including the Appendices hereto), (i) during the past 10 years, no Participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant and no associate or “Immediate Family Member” (as defined in Item 22 of Schedule 14A under the Exchange Act (“Item 22”)) of any Participant, is a record owner or direct or indirect beneficial owner of any securities of the Fund, any parent or subsidiary of the Fund, any investment adviser, principal underwriter, or “Sponsoring Insurance Company” (as defined in Item 22) of the Fund, or in any registered investment companies overseen or to be overseen by the Participant within the same “Family of Investment Companies” (as defined in Item 22) that directly or indirectly controls, is controlled by or is under common control with an investment adviser, principal underwriter, or Sponsoring Insurance, or affiliated person of the Fund; (iii) no Participant in this solicitation owns any securities of the Fund which are owned of record but not beneficially; (iv) no Participant in this solicitation has purchased or sold any securities of the Fund or the Fund’s investment adviser during the past two years, nor from either entity’s “Parents” or “Subsidiaries” (as defined in Item 22); (v) no Participant has any “family relationship” for the purposes of Item 22 whereby a family member is an “Officer” (as defined in Item 22 ), director (or person nominated to become an Officer or director), employee, partner, or copartner of the Fund, the Fund’s investment adviser and/or a principal underwriter of any of the foregoing, or any Subsidiary or other potential affiliate of any of the foregoing; (vi) no part of the purchase price or market value of the securities of the Fund owned by any Participant in this solicitation is represented by Funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vii) no Participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Fund, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (viii) no associate of any Participant in this solicitation owns beneficially, directly or indirectly, any securities of the Fund; (ix) no Participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Fund; (x) during the last five years, no Nominee has had any arrangement or understanding with any other person pursuant to which he was selected to be a nominee for election as a trustee to the Fund other than the Nominee Agreements described herein; (xi) no Participant and no Immediate Family Member of any Participant in this solicitation or any of his or its associates was a party to, or had a direct or indirect material relationship in, any transaction or series of similar transactions since the beginning of the Fund’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions in which the amount involved exceeds $120,000 and for which any of the following was or is a party: the Fund or any of its subsidiaries, an Officer of the Fund, an investment company, or a person that would be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the 1940 Act, having the same investment adviser, principal underwriter, or Sponsoring Insurance Company as the Fund or having an investment adviser, principal underwriter, or Sponsoring Insurance Company that directly or indirectly controls, is controlled by or is under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund (an investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person of the Fund, or any Officer or any person directly or indirectly controlling, controlled by, or under common control with any investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person of the Fund; (f) an Officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; or (g) an Officer of a person directly or indirectly controlling, controlled by, or under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; (xii) during the last five years, no Participant and no Immediate Family Member of any Participant has had a position or office with: (a) the Fund; (b) an investment company, or a person that would be an investment company but for the exclusions provided by Sections 3(c)(1) and 3(c)(7) of the 1940 Act, having the same investment adviser, principal underwriter, or Sponsoring Insurance Company as the Fund or having an investment adviser, principal underwriter, or Sponsoring Insurance Company that directly or indirectly controls, is controlled by, or is under common control with an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund; (c) an investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated person (xiii) no Participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Fund or its affiliates, or with respect to any future transactions to which the Fund or any of its affiliates will or may be a party; (xiv) no Participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting; (xv) there are no material pending legal proceedings to which any Nominee or any of his or its associates is a party adverse to the Fund or, to the best of Saba’s knowledge after reasonable investigation, any affiliated person of the Fund, nor does any Nominee have a material interest in such proceedings that is adverse to the Fund or, to the best of the Saba’s knowledge after reasonable investigation, any affiliated person of the Fund; (xvi) since the beginning of the last two completed fiscal years, no Participant (and no Immediate Family Member of a Participant) has served on the board of directors or trustees of a company or trust where an Officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company of the Fund, or any person directly or indirectly controlling, controlled by, or under common control with any of those, serves on the board of directors or trustees; and (xvii) no Participant has withheld information that is required to be disclosed under the following Items under Regulation S-K under the Exchange Act: Item 401(f) with respect to involvement in certain legal proceedings, Item 401(g) with respect to promoters and control persons, and Item 405 with respect to beneficial ownership and required filings.

 

 

 

  14 

 

Transactions by the Participants with respect to the Fund’s securities

 

The following tables set forth all transactions effected during the past two years by the Participants with respect to securities of the Fund. The Common Shares reported herein are held in either cash accounts or margin accounts in the ordinary course of business. Unless otherwise indicated, all transactions were effected on the open market.

 

Common Shares

 

Saba

 

Date Side Shares
8/10/2017 Buy 1,500
8/11/2017 Buy 3,481
2/6/2018 Buy 33,667
2/7/2018 Buy 5,098
2/8/2018 Buy 20,000
2/12/2018 Buy 10,472
2/13/2018 Buy 20,000
2/14/2018 Buy 20,000
3/20/2018 Buy 22,639
3/26/2018 Buy 18,734
4/20/2018 Sell 1,500
4/23/2018 Sell 4,350
4/24/2018 Sell 22,518
4/25/2018 Sell 6,400
6/26/2018 Buy 50,000
6/27/2018 Buy 40,000
7/2/2018 Buy 24,000
7/5/2018 Buy 121,700
7/6/2018 Buy 500
7/16/2018 Buy 20,000
7/20/2018 Buy 12,429
7/27/2018 Buy 53,081
8/10/2018 Buy 25,000
8/15/2018 Buy 48,500
8/16/2018 Buy 38,694
8/17/2018 Buy 47,142
8/20/2018 Buy 27,299
8/21/2018 Buy 43,495
8/22/2018 Buy 36,628
8/23/2018 Buy 36,008
8/24/2018 Buy 23,600
8/31/2018 Buy 20,638
9/5/2018 Buy 80,343
9/6/2018 Buy 5,227
9/7/2018 Buy 21,232
9/10/2018 Buy 48,057
9/11/2018 Buy 11,225
9/12/2018 Buy 1,700
   
9/26/2018 Sell 8,197
9/27/2018 Sell 13,389
10/11/2018 Buy 659
10/16/2018 Buy 9,798
10/31/2018 Buy 26,244
11/1/2018 Buy 9,347
11/2/2018 Buy 52,616
11/5/2018 Buy 98,244
11/6/2018 Buy 105,258
11/7/2018 Buy 23,297
11/8/2018 Buy 1,546
11/14/2018 Buy 20,998
11/15/2018 Buy 6,400
11/16/2018 Buy 59,754
11/20/2018 Buy 11,100
11/21/2018 Buy 21,020
11/26/2018 Buy 73,594
11/28/2018 Buy 4,821
12/4/2018 Buy 5,679
12/7/2018 Buy 15,479
12/11/2018 Buy 20,000
12/12/2018 Buy 20,000
12/13/2018 Buy 12,884
12/14/2018 Buy 1,905
12/18/2018 Buy 53,325
12/20/2018 Sell 50,000
12/26/2018 Buy 53,284
12/28/2018 Buy 155,401
1/2/2019 Buy 29,872
1/7/2019 Sell 6,040
1/23/2019 Buy 29,006
1/28/2019 Sell 24,917
1/29/2019 Sell 17,313
2/4/2019 Buy 23,101
2/5/2019 Buy 173,713
2/6/2019 Buy 19,566
2/7/2019 Buy 11,468
2/8/2019 Buy 300,000
2/11/2019 Buy 29,899
  
2/12/2019 Buy 135,625
2/13/2019 Buy 122,540
2/14/2019 Buy 11,923
2/15/2019 Buy 37,631
2/19/2019 Buy 4,695
2/28/2019 Buy 1,450
3/7/2019 Buy 148,956
3/11/2019 Buy 79,102
3/12/2019 Buy 64,178
3/13/2019 Buy 3,465
3/19/2019 Buy 33,486
3/20/2019 Buy 89,963
3/21/2019 Buy 117,127
3/22/2019 Buy 232,170
3/25/2019 Buy 210,538
3/26/2019 Buy 130,668
3/27/2019 Buy 100,000
3/28/2019 Buy 69,099
3/29/2019 Buy 7,048
4/2/2019 Buy 84,692
4/3/2019 Buy 170,602
4/4/2019 Buy 245,644
4/5/2019 Buy 72,487
4/8/2019 Buy 32,852
4/9/2019 Buy 98,516
4/10/2019 Buy 103,404
4/15/2019 Buy 9,441
4/16/2019 Buy 53,423
4/17/2019 Buy 8,181
4/18/2019 Buy 20,006
4/22/2019 Buy 45,839
4/23/2019 Buy 86,843
4/24/2019 Buy 72,517
4/25/2019 Buy 15,159
4/26/2019 Buy 141,210
4/29/2019 Buy 73,841
5/1/2019 Buy 181,643

 

 

  15 

 

IMPORTANT

 

Tell your Board what you think! YOUR VOTE IS VERY IMPORTANT, no matter how many or how few shares you own. Please give us your proxy “FOR ALL” of the Nominees by taking three steps:

  

 ●SIGNING the enclosed GOLD proxy card,
   
 ●DATING the enclosed GOLD proxy card, and
   
●MAILING the enclosed GOLD proxy card TODAY in the envelope provided (no postage is required if mailed in the United States).

 

If any of your shares are held in the name of a broker, bank, bank nominee or other institution, only it can vote your shares and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. You may also vote by signing, dating and returning the enclosed GOLD voting form in the postage-paid envelope provided, and to ensure that your shares are voted, you should also contact the person responsible for your account and give instructions for a GOLD proxy card to be issued representing your shares.

 

After signing the enclosed GOLD proxy card, DO NOT SIGN OR RETURN BTZ’S WHITE PROXY CARD UNLESS YOU INTEND TO CHANGE YOUR VOTE, because only your latest dated proxy card will be counted.

 

If you have previously signed and returned a White proxy card to BTZ, you have every right to change your vote. Only your latest dated proxy card will count. You may revoke any proxy card already sent to BTZ by signing, dating and mailing the enclosed GOLD proxy card in the postage-paid envelope provided or by voting by telephone or Internet. Any proxy may be revoked at any time prior to the Annual Meeting by delivering a written notice of revocation or a later dated proxy for the Annual Meeting to InvestorCom or by voting in person at the Annual Meeting. Attendance at the Annual Meeting will not in and of itself constitute a revocation.

 

If you have any questions concerning this Proxy Statement, would like to request additional copies of this Proxy Statement, or need help voting your shares, please contact our proxy solicitor:

 

 



19 Old Kings Highway S., Suite 210

Darien, CT 06820
Shareholders Call Toll-Free at: (877) 972-0090

E-mail: Saba@investor-com.com

 

 

  16 

 

Form of Gold Proxy Card

 

Blackrock Credit Allocation Income Trust

Proxy Card for 2019 Annual Meeting of Shareholders

Scheduled for July 8, 2019 (the “Annual Meeting”)

 

THIS PROXY SOLICITATION IS BEING MADE BY SABA CAPITAL MANAGEMENT, L.P. (“SABA CAPITAL”) AND THE INDIVIDUALS NAMED IN PROPOSAL 1 (THE “NOMINEES”)

 

THE BOARD OF TRUSTEES (THE “BOARD”) OF BLACKROCK CREDIT ALLOCATION INCOME TRUST IS NOT SOLICITING THIS PROXY

 

The undersigned appoints Michael D’Angelo, Paul Kazarian, Pierre Weinstein, Eleazer Klein and John Grau and each of them, attorneys and agents with full power of substitution to vote all common shares of Blackrock Credit Allocation Income Trust, a Delaware statutory trust and a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “Fund”), that the undersigned would be entitled to vote at the Annual Meeting of shareholders of the Fund scheduled to be held at the offices of BlackRock Advisors, LLC, 1 University Square Drive, Multi Purpose Room, Princeton, NJ 08540, on Monday, July 8, 2019, at 10:00 a.m. (Eastern time) including at any adjournments or postponements thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the instructions indicated herein, with discretionary authority as to any and all other matters that may properly come before the meeting or any adjournment, postponement, or substitution thereof that are unknown to us a reasonable time before this solicitation.

 

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to said shares, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. This proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Annual Meeting (including any adjournments or postponements thereof).

 

If this proxy is signed and returned, it will be voted in accordance with your instructions. If you do not specify how the proxy should be voted, this proxy will be voted “FOR ALL” four of the Nominees listed in Proposal 1 and “FOR” Proposal 2. None of the matters currently intended to be acted upon pursuant to this proxy are conditioned on the approval of other matters.

 

 

 

INSTRUCTIONS: FILL IN VOTING BOXES “▣“ IN BLACK OR BLUE INK

 

We recommend that you vote “FOR ALL” four of the Nominees below:

Proposal 1 – Election at the Annual Meeting of the four individuals nominated by Saba Capital to serve as directors.

  Nominees: FOR ALL WITHHOLD
ALL		 FOR ALL EXCEPT
 

 

Stephen J. Flanagan

Frederic Gabriel

Thomas H. McGlade

Jassen Trenkow

 

 q q q
         

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “For All Except” box above and write the name of the nominee(s) from which you wish to withhold in the space provided below.)

 

 

   
   

 

We recommend that you vote “FOR” Proposal 2:
  FOR  AGAINST  ABSTAIN
Proposal 2 - For the Board to consider declassifying the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders.  q  q  q
          
     
Signature (Capacity)   Date
     
Signature (Joint Owner) (Capacity/Title)   Date
     
NOTE: Please sign exactly as your name(s) appear(s) on stock certificates or on the label affixed hereto.  When signing as attorney, executor, administrator or other fiduciary, please give full title as such.  Joint owners must each sign personally.  ALL HOLDERS MUST SIGN.  If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer and give full title as such.

 

PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE THAT IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.