|
|
|
|
|
|
Privacy Pledge (continued)
|
What personal information do we share internally among the
Bank of America companies and Merrill Lynch companies and why do we share it?
In connection with the uses
described above, we may, depending on the nature of your relationship with us,
share some or all of your personal information with any Bank of America company
and Merrill Lynch company, including broker-dealers, investment advisors,
investment managers, transfer agents, banks, insurance companies and agencies,
trust companies and mortgage originators or bankers.
What personal information do we share externally with
nonaffiliated third parties and why do we share it?
In connection with the uses
described above, we may, depending on the nature of your relationship with us,
share some or all of the personal information we collect with non-affiliated
third parties. These nonaffiliated third parties may be financial service
providers (such as securities broker-dealers, banks or insurance companies),
intermediaries (such as SWIFT, a global provider of secure financial messaging
services), non-financial companies (such as consumer reporting agencies or
technology companies) or others (such as professional services organizations or
other service providers). Where you have a contractual relationship with a
third party, the handling of your information by that party will be subject to
your agreement(s) with it.
In addition, Merrill Lynch
has entered into a Protocol with certain other brokerage firms under which your
Merrill Lynch Financial Advisor (if applicable) may use your contact
information (for example, your name and address) in the event your Financial
Advisor joins one of these firms.
If you have a relationship
with us through your employer, such as through your stock option or 401(k)
plan, then we will share certain plan and transaction information related to
your plan activity with your employer pursuant to the terms of the plan
agreements. We will limit the use of this information in accordance with our
agreements with the plan or employer.
We may also transfer personal
information (a) to government agencies and other self-regulatory organizations,
and regulatory and law enforcement authorities as necessary or required (for
example, in the context of their investigation of terrorism, money laundering
and other serious forms of organized crime); (b) as part of the sale, merger or
other disposition of a Merrill Lynch business; and (c) to other non-affiliated
third parties as requested by you or your authorized representative, or as
permitted or required by law, rule and/or regulation. These third parties may
be located in your country or in other countries, which may not have equivalent
data protection laws to those in your country.
How do we protect the confidentiality and security of
personal information?
|
|
|
|
•
|
We educate our employees to
treat personal information with care, and work to limit access to this
information to individuals who need it for the purposes stated in this
Pledge.
|
|
|
|
|
•
|
We maintain and monitor our
physical, electronic and procedural safeguards to comply with applicable
regulations, updating them as needed to protect personal information.
|
|
|
|
|
•
|
We take such technical and
organizational security measures as we deem appropriate to keep personal
information confidential and secure against unauthorized or unlawful
processing, and to prevent loss, destruction or damage.
|
How can you verify that your personal information is
accurate?
We endeavor to (a) keep personal
information only for so long as is necessary for business purposes or to meet
legal and regulatory requirements; and (b) keep our records of your personal
information current and complete.
If you become aware of any
discrepancies in your personal information, please contact your Financial
Advisor, or contact us at the phone number or address set forth at the end of
this Pledge, and we will make the necessary corrections. Note that, in some
cases, if you are an online client with us, certain information may also be
corrected via the Merrill Lynch secure/password-protected Web sites. Please do
not send any personal information via nonsecure methods of communication.
|
|
|
|
|
|
|
|
S&P 500
®
GEARED
SM
FUND INC.
|
DECEMBER 31, 2008
|
29
|
|
|
|
|
|
|
Privacy Pledge (concluded)
|
What choices do you have?
As described in this Pledge,
each Merrill Lynch company may share your information with affiliated companies
within the Bank of America and Merrill Lynch family of companies. You may have
the right to instruct the Merrill Lynch company with whom you have a
relationship not to share certain eligibility information, such as certain loan
application or credit eligibility information, with any other Bank of America
or Merrill Lynch company. Please note that, even if you exercise this option,
we may still share this information with our affiliates when they are assisting
us in serving you, and we can continue to share transaction and experience
information with our affiliates.
How can you exercise your choices?
If you would like to limit
the sharing of certain eligibility information, such as certain loan
application and credit eligibility information, among Bank of America and
Merrill Lynch-affiliated companies, as more fully described in the “What
choices do you have?” section of this Pledge, please call (+1) (877) 222-7954.
What if you have questions regarding this Pledge or our
privacy practices?
Merrill Lynch is responsible
for ensuring that it is handled in accordance with this Pledge and applicable
laws, rules and regulations. If you have any questions regarding this Pledge or
our privacy-related practices, please contact us by e-mail at privacy@ml.com or
by phone at (+1) (877) 222-7954.
|
|
|
|
|
|
Fundamental Periodic Repurchase Policy
|
The Board of Directors
approved a fundamental policy whereby the Fund would adopt an “interval fund”
structure pursuant to Rule 23c-3 under the Investment Company Act of 1940, as
amended (the “Investment Company Act”).As an interval fund, the Fund will make
annual repurchase offers at net asset value (less repurchase fee not to exceed
2%) to all Fund shareholders.The percentage of outstanding shares that the Fund
can repurchase in each offer will be established by the Fund’s Board of
Directors shortly before the commencement of each offer, and will be between 5%
and 25% of the Fund’s then outstanding shares.
The Fund has adopted the
following fundamental policy regarding periodic repurchases:
a) The Fund will make offers
to repurchase its shares at annual (approximately 12-month) intervals pursuant
to Rule 23c-3 under the Investment Company Act (“Offers”). The Board of
Directors may place such conditions and limitations on an Offer, as may be
permitted under Rule 23c-3.
b) The repurchase request
deadline for each Offer, by which the Fund must receive repurchase requests
submitted by shareholders in response to the most recent Offer, will be
determined by reference to the exercise date of the call spreads and written
call options that comprise the Fund’s transactions (as described in the Fund’s
prospectus) for an annual period; and will be the fourteenth day prior to such
exercise date; provided that, in the event that such day is not a business day,
the repurchase request deadline will be the business day subsequent to the
fourteenth day prior to the exercise date of the call spreads and written call
options (the “Repurchase Request Deadline”).
c) The maximum number of days
between a Repurchase Request Deadline and the next repurchase pricing date will
be fourteen days; provided that if the fourteenth day after a Repurchase
Request Deadline is not a business day, the repurchase pricing date shall be
the next business day (the “Repurchase Pricing Date”).
d) Offers may be suspended or
postponed under certain circumstances, as provided for in Rule 23c-3. (For
further details, see Note 4 to the Financial Statements.)
Under the terms of the Offer
for the most recent annual period, the Fund offered to purchase up to 186,904
shares from shareholders at an amount per share equal to the Fund’s net asset
value per share calculated as of the close of business on the New York Stock
Exchange on November 6, 2008, ten business days after Thursday, October 23,
2008, the Repurchase Request Deadline. As of November 6, 2008, 186,904 shares,
or 5.00% of the Fund’s outstanding shares, were repurchased by the Fund at
$9.71 per share (subject to a repurchase fee of up to 2% of the net asset value
per share), the Fund’s net asset value per share was determined as of 4:00 p.m.
EST, Thursday, November 6, 2008.
|
|
|
|
|
|
30
|
S&P 500
®
GEARED
SM
FUND INC.
|
DECEMBER 31, 2008
|
|
|
|
|
|
|
Availability of Quarterly Schedule of Investments
|
The Fund files its complete
schedule of portfolio holdings with the Securities and Exchange Commission
(“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The
Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov. The
Fund’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference
Room in Washington, DC. Information on the operation of the Public Reference
Room may be obtained by calling 1-800-SEC-0330.
The Fund offers electronic
delivery of communications to its shareholders. In order to receive this
service, you must register your account and provide us with e-mail information.
To sign up for this service, simply access this website at
http://www.icsdelivery.com/live and follow the instructions.
When you visit this site, you
will obtain a personal identification number (PIN). You will need this PIN
should you wish to update your e-mail address, choose to discontinue this
service and/or make any other changes to the service. This service is not
available for certain retirement accounts at this time.
In May 2008, the Fund filed
its Chief Executive Officer Certification for the prior year with the New York
Stock Exchange pursuant to Section 303A.12(a) of the New York Stock Exchange
Corporate Governance Listing Standards.
The Fund’s Chief Executive
Officer and Chief Financial Officer Certifications pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 were filed with the Fund’s Form N-CSR and are
available on the Securities and Exchange Commission’s website at
http://www.sec.gov.
For more information
regarding the Fund, please visit www.IQIAFunds.com or contact us at
1-877-449-4742.
|
|
|
|
|
|
|
|
S&P 500
®
GEARED
SM
FUND INC.
|
DECEMBER 31, 2008
|
31
|
www.IQIAFunds.com
S&P 500
®
GEARED
SM
Fund Inc. seeks to provide total returns, exclusive
of fees and expenses of the Fund, linked to the annual performance of the
S&P 500
®
Composite Stock Price Index.
This report,
including the financial information herein, is transmitted to shareholders of
S&P 500
®
GEARED
SM
Fund Inc. for their information. It
is not a prospectus. Past performance results shown in this report should not
be considered a representation of future performance. Statements and other
information herein are as dated and are subject to change.
A description
of the policies and procedures that the Fund uses to determine how to vote
proxies relating to portfolio securities is available without charge at
www.IQIAFunds.com/proxyvoting.asp or upon request by calling toll-free
1-877-449-4742 or through the Securities and Exchange Commission’s website at
http://www.sec.gov. Information about how the Fund voted proxies relating to
securities held in the Fund’s portfolio during the most recent 12-month period
ended June 30 is available (1) at www.IQIAFunds.com/proxyvoting.asp; and (2) on
the Securities and Exchange Commission’s website at http://www.sec.gov.
S&P 500
®
GEARED
SM
Fund Inc.
P.O. Box 9011
Princeton, NJ
08543-9011
#IQGRE — 12/08
|
|
|
|
Item 2 –
|
Code of Ethics – The
registrant (or the “Fund”) has adopted a code of ethics, as of the end of the
period covered by this report, that applies to the registrant’s principal
executive officer, principal financial officer and principal accounting
officer, or persons performing similar functions. During the period covered
by this report, there have been no amendments to or waivers granted under the
code of ethics. A copy of the code of ethics is available without charge upon
request by calling toll-free 1-877-449-4742.
|
|
|
|
|
Item 3 –
|
Audit Committee Financial Expert – The registrant’s
board of directors has determined that (i) the registrant has the following
audit committee financial expert serving on its audit committee and (ii) the
audit committee financial expert is independent: (1) Steven W. Kohlhagen.
|
|
|
|
|
|
Under applicable securities laws, a person determined
to be an audit committee financial expert will not be deemed an “expert” for
any purpose, including without limitation for the purposes of Section 11 of
the Securities Act of 1933, as a result of being designated or identified as
an audit committee financial expert. The designation or identification as an
audit committee financial expert does not impose on such person any duties,
obligations, or liabilities greater than the duties, obligations, and
liabilities imposed on such person as a member of the audit committee and
board of directors in the absence of such designation or identification.
|
|
|
|
|
Item 4 –
|
Principal Accountant Fees and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Audit
Fees
|
|
(b)
Audit-Related Fees
1
|
|
(c) Tax
Fees
2
|
|
(d) All
Other Fees
|
|
|
|
|
|
|
|
|
|
|
|
Entity Name
|
|
Current Fiscal Year End
|
|
Previous Fiscal Year End
|
|
Current Fiscal Year End
|
|
Previous Fiscal Year End
|
|
Current Fiscal Year End
|
|
Previous Fiscal Year End
|
|
Current Fiscal Year End
|
|
Previous Fiscal Year End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S&P 500
®
GEARED
SM
Fund Inc.
|
|
$31,000
|
|
$29,100
|
|
$0
|
|
$0
|
|
$8,500
|
|
$8,500
|
|
$0
|
|
$0
|
|
|
|
|
1 The nature of the
services include assurance and related services reasonably related to the
performance of the audit of financial statements not included in Audit Fees.
|
|
2 The nature of the
services include tax compliance, tax advice and tax planning.
|
|
|
|
|
|
(e)(1) Audit Committee Pre-Approval Policies and
Procedures:
|
|
|
The
registrant’s audit committee (the “Committee”) has adopted policies and
procedures with regard to the pre-approval of services. Audit, audit-related
and tax compliance services provided to the registrant on an annual basis
require specific pre-approval by the Committee. The Committee also must
approve other non-audit services provided to the registrant and those
non-audit services provided to the registrant’s affiliated service providers
that relate directly to the operations and the financial reporting of the
registrant. Certain of these non-audit services that the Committee believes
are a) consistent with the SEC’s auditor independence rules and b) routine
and recurring services that will not impair the independence of the
independent accountants may be approved by the Committee without
consideration on a specific case-by-case basis (“general pre-approval”).
However, such services will only be deemed pre-approved provided that any
individual project does not exceed $5,000 attributable to the registrant or
$50,000 for all of the registrants the Committee oversees. Any proposed
services exceeding the pre-approved cost levels will require specific
pre-approval by the Committee, as will any other services not subject to
general pre-approval (e.g., unanticipated but permissible services). The
Committee is informed of each service approved subject to general pre-approval
at the next regularly scheduled in-person board meeting.
|
|
|
|
|
|
(e)(2) None of the services described in each of
Items 4(b) through (d) were approved by the audit committee pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
|
|
|
|
|
|
(f) Not Applicable
|
|
|
|
|
|
(g)
Affiliates’ Aggregate Non-Audit Fees:
|
|
|
|
|
|
|
|
Entity Name
|
|
Current Fiscal Year End
|
|
Previous Fiscal Year End
|
|
|
|
|
|
|
|
S&P 500
®
GEARED
SM
Fund Inc.
|
|
$8,500
|
|
$8,500
|
|
|
|
|
|
(h) The registrant’s audit committee has considered
and determined that the provision of non-audit services that were rendered to
the registrant’s investment adviser (not including any non-affiliated
sub-adviser whose role is primarily portfolio management and is subcontracted
with or overseen by the registrant’s investment adviser), and any entity
controlling, controlled by, or under common control with the investment
adviser that provides ongoing services to the registrant that were not
pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X
is compatible with maintaining the principal accountant’s independence.
|
|
|
|
|
|
Regulation S-X Rule 2-01(c)(7)(ii) – $2,049,000, 0%
|
|
|
|
|
Item 5 –
|
Audit Committee of Listed Registrants – The
following individuals are members of the registrant’s separately-designated
standing audit committee established in accordance with Section 3(a)(58)(A)
of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)):
|
|
|
|
|
|
Paul Glasserman
|
|
|
Steven W. Kohlhagen
|
|
|
William J. Rainer
|
|
|
Laura S. Unger
|
|
|
|
|
Item 6 –
|
Investments
|
|
|
(a) The registrant’s Schedule of Investments is
included as part of the Report to Stockholders filed under Item 1 of this
form.
|
|
|
(b) Not Applicable due to no such divestments during
the semi-annual period covered since the previous Form N-CSR filing.
|
|
|
|
|
Item 7 –
|
Disclosure of Proxy Voting
Policies and Procedures for Closed-End Management Investment Companies – The
registrant has delegated the voting of proxies relating to its voting
securities to its investment sub-adviser, BlackRock Investment Management,
LLC (the “Sub-adviser” or “BlackRock”). The Proxy Voting Policies and
Procedures of the Sub-adviser (the “Proxy Voting Policies”) are attached as
an Exhibit 99.PROXYPOL hereto.
|
|
|
|
|
Item 8 –
|
Portfolio Managers of Closed-End Management
Investment Companies – as
of December 31, 2008.
|
|
|
|
|
|
(a)(1) As of January 31,
2009, S&P 500
®
GEARED
SM
Fund Inc. is managed by Debra L. Jelilian,
Managing Director at BlackRock, Jeff L. Russo, Director at BlackRock and Kyle
G. McClements, CFA, Director at BlackRock. Ms. Jelilian and Messrs. Russo and
McClements are jointly responsible for the day-to-day management of the
Fund’s portfolio and the selection of its investments. Ms. Jelilian, Mr.
Russo and Mr. McClements have been the Fund’s portfolio managers since 2005,
2006 and 2009, respectively.
|
|
|
|
|
|
Ms. Jelilian has been a
Managing Director of BlackRock since 2008 and a Director thereof since 2006.
Prior to joining BlackRock in 2006, she was a Director at Merrill Lynch
Investment Managers, L.P. (“MLIM”) from 1999 to 2006.
|
|
|
|
|
|
Mr. Russo has been a
Director of BlackRock since 2006. Mr. Russo was a Director of MLIM from 2004
to 2006 and a Vice President thereof from 1999 to 2004.
|
|
|
|
|
|
Mr. McClements has been a
Director of BlackRock since 2006, and a Vice President thereof from 2005 to
2006. Prior to joining BlackRock, he was a Vice President at State Street
Research from 2004 to 2005.
|
|
|
|
|
|
(a)(2) As of December 31,
2008*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii)
Number of Other Accounts Managed
and Assets by Account Type
|
|
(iii)
Number of Other Accounts and
Assets for Which Advisory Fee is
Performance-Based
|
|
|
|
|
|
|
(i) Name
of
Portfolio Manager
|
|
Other
Registered
Investment
Companies
|
|
Other
Pooled
Investment
Vehicles
|
|
Other
Accounts
|
|
Other
Registered
Investment
Companies
|
|
Other
Pooled
Investment
Vehicles
|
|
Other
Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debra L. Jelilian
|
|
24
|
|
28
|
|
31
|
|
0
|
|
0
|
|
1
|
|
|
|
$13.08
Billion
|
|
$14
Billion
|
|
$29.2
Billion
|
|
$0
|
|
$0
|
|
$690.4
Million
|
|
Jeff L. Russo
|
|
13
|
|
28
|
|
30
|
|
0
|
|
0
|
|
2
|
|
|
|
$7.02
Billion
|
|
$15.02
Billion
|
|
$30.7
Billion
|
|
$0
|
|
$0
|
|
$813.7
Million
|
|
Kyle G. McClements
|
|
8
|
|
4
|
|
8
|
|
0
|
|
0
|
|
8
|
|
|
|
$3.1
Billion
|
|
$181.7
Million
|
|
$3.48
Billion
|
|
$0
|
|
$0
|
|
$3.48
Million
|
|
|
|
|
|
*
Ms. Jelilian and Mr. McClements’s assets managed are presented as of January
31, 2009 due to the assignment of additional registered investment companies
following the December 31, 2008 fiscal year end.
|
|
|
|
|
|
(iv) Potential Material
Conflicts of Interest
|
|
|
|
|
|
Real, potential or
apparent conflicts of interest may arise when a portfolio manager has
day-to-day portfolio management responsibilities with respect to more than
one fund or account, including the following:
|
|
|
|
|
|
BlackRock has built a
professional working environment, firm-wide compliance culture and compliance
procedures and systems designed to protect against potential incentives that
may favor one account over another. BlackRock has adopted policies and
procedures that address the allocation of investment opportunities, execution
of portfolio transactions, personal trading by employees and other potential
conflicts of interest that are designed to ensure that all client accounts
are treated equitably over time. Nevertheless, BlackRock furnishes investment
management and advisory services to numerous clients in addition to the Fund,
and BlackRock may, consistent with applicable law, make investment
recommendations to other clients or accounts (including accounts
|
|
|
|
|
|
which are hedge funds or
have performance or higher fees paid to BlackRock, or in which portfolio
managers have a personal interest in the receipt of such fees), which may be
the same as or different from those made to the Fund. In addition, BlackRock,
its affiliates and significant shareholders and any officer, director,
stockholder or employee may or may not have an interest in the securities
whose purchase and sale BlackRock recommends to the Fund. BlackRock, or any
of its affiliates or significant shareholders, or any officer, director,
stockholder, employee or any member of their families may take different
actions than those recommended to the Fund by BlackRock with respect to the
same securities. Moreover, BlackRock may refrain from rendering any advice or
services concerning securities of companies of which any of BlackRock’s (or
its affiliates’ or significant shareholders’) officers, directors or
employees are directors or officers, or companies as to which BlackRock or
any of its affiliates or significant shareholders or the officers, directors
and employees of any of them has any substantial economic interest or
possesses material non-public information. Each portfolio manager also may
manage accounts whose investment strategies may at times be opposed to the
strategy utilized for a fund. In this connection, it should be noted that Ms.
Jelilian and Messrs. Russo and McClements each currently manage certain accounts
that are subject to performance fees. In addition, a portfolio manager may
assist in managing certain hedge funds and may be entitled to receive a
portion of any incentive fees earned on such funds and a portion of such
incentive fees may be voluntarily or involuntarily deferred. Additional
portfolio managers may in the future manage other such accounts or funds and
may be entitled to receive incentive fees.
|
|
|
|
|
|
As a fiduciary, BlackRock
owes a duty of loyalty to its clients and must treat each client fairly. When
BlackRock purchases or sells securities for more than one account, the trades
must be allocated in a manner consistent with its fiduciary duties. BlackRock
attempts to allocate investments in a fair and equitable manner among client
accounts, with no account receiving preferential treatment. To this end,
BlackRock has adopted a policy that is intended to ensure that investment
opportunities are allocated fairly and equitably among client accounts over
time. This policy also seeks to achieve reasonable efficiency in client
transactions and provide BlackRock with sufficient flexibility to allocate
investments in a manner that is consistent with the particular investment
discipline and client base.
|
|
|
|
|
|
(a)(3) As of December 31,
2008:
|
|
|
|
|
|
Portfolio Manager Compensation Overview
|
|
|
|
|
|
BlackRock’s financial
arrangements with its portfolio managers, its competitive compensation and
its career path emphasis at all levels reflect the value senior management
places on key resources. Compensation may include a variety of components and
may vary from year to year based on a number of factors. The principal
components of compensation include a base salary, a performance-based
discretionary bonus, participation in various benefits programs and one or
more of the incentive compensation programs established by BlackRock such as
its Long-Term Retention and Incentive Plan and Restricted Stock Program.
|
|
|
|
|
|
Base compensation.
Generally, portfolio managers receive base compensation based on
their seniority and/or their position with the firm. Senior portfolio
managers who perform additional management functions within the portfolio
management group or within BlackRock may receive additional compensation for
serving in these other capacities.
|
|
|
|
|
|
Discretionary
Incentive Compensation
|
|
|
|
|
|
Discretionary incentive
compensation is a function of several components: the performance of
BlackRock, Inc., the performance of the portfolio manager’s group within
BlackRock, the investment performance, including risk-adjusted returns, of
the firm’s assets under management or supervision by that portfolio manager
relative to predetermined benchmarks, and the individual’s seniority, role
within the portfolio management team, teamwork and contribution to the
overall performance of these portfolios and BlackRock. In most cases,
including for the portfolio managers of the Fund, these benchmarks are the
same as the benchmark or benchmarks against which the performance of the Fund
or other accounts managed by the portfolio managers are measured. BlackRock’s
Chief Investment Officers determine the benchmarks against which the
performance of funds and other accounts managed by each portfolio manager is
compared and the period of time over which performance is evaluated. With
respect to the portfolio managers, such benchmarks for the Funds include the
following:
|
|
|
|
|
Portfolio
Manager
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Benchmarks
Applicable to Each Manager
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Debra L. Jelilian
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A combination of market-based indices (e.g., The
S&P 400 Index, Russell 2000 Index), certain customized indices and
certain fund industry peer groups.
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Jeff L Russo
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A combination of market-based indices (e.g., The
S&P 400 Index, Russell 2000 Index), certain customized indices and
certain fund industry peer groups.
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Kyle G. McClements
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A combination of Lipper peer groups and a subset of
other closed-end funds.
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BlackRock’s Chief
Investment Officers make a subjective determination with respect to the
portfolio managers’ compensation based on the performance of the funds and
other accounts managed by each portfolio manager relative to the various
benchmarks noted above. Performance is measured on a pre-tax basis over
various time periods including 1, 3 and 5-year periods, as applicable.
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Distribution
of Discretionary Incentive Compensation
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Discretionary incentive
compensation is distributed to portfolio managers in a combination of cash
and BlackRock, Inc. restricted stock units which vest ratably over a number
of years. The BlackRock, Inc. restricted stock units, if properly vested,
will be settled in BlackRock, Inc. common stock. Typically, the cash bonus,
when combined with base salary, represents more than 60% of total
compensation for the portfolio managers. Paying a portion of annual bonuses
in stock puts compensation earned by a portfolio manager for a given year “at
risk” based on BlackRock’s ability to sustain and improve its performance
over future periods.
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Long-Term
Retention and Incentive Plan (“LTIP”) —
The LTIP is a long-term incentive plan that
seeks to reward certain key employees. Prior to 2006, the plan provided for
the grant of awards that were expressed as an amount of cash that, if
properly vested and subject to the attainment of certain performance goals,
will be settled in cash and/or in BlackRock, Inc. common stock.
Beginning in 2006, awards are granted under the LTIP in the form of
BlackRock, Inc. restricted stock units that, if properly vested and subject
to the attainment of certain performance goals, will be settled in BlackRock,
Inc. common stock. Each portfolio manager has received awards under the LTIP.
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Deferred
Compensation Program —
A portion of the compensation paid to eligible BlackRock employees
may be voluntarily deferred into an account that tracks the performance of
certain of the firm’s investment products. Each participant in the deferred
compensation program is permitted to allocate his deferred amounts among the
various investment options. Each portfolio manager has participated in the
deferred compensation program.
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Other compensation benefits.
In addition to base compensation and
discretionary incentive compensation, portfolio managers may be eligible to
receive or participate in one or more of the following:
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Incentive
Savings Plans —
BlackRock, Inc. has created a variety of incentive savings plans in
which BlackRock employees are eligible to participate, including a
401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the
BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components
of the RSP include a company match equal to 50% of the first 6% of eligible
pay contributed to the plan capped at $4,000 per year, and a company
retirement contribution equal to 3% of eligible compensation, plus an
additional contribution of 2% for any year in which BlackRock has positive
net operating income. The RSP offers a range of investment options, including
registered investment companies managed by the firm. BlackRock contributions
follow the investment direction set by participants for their own
contributions or, absent employee investment direction, are invested into a
balanced portfolio. The ESPP allows for investment in BlackRock common stock
at a 5% discount on the fair market value of the stock on the purchase date.
Annual participation in the ESPP is limited to the purchase of 1,000 shares
or a dollar value of $25,000. Each portfolio manager is eligible to
participate in these plans.
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(a)(4)
Beneficial Ownership of Securities.
As
of December 31, 2008, none of Ms. Jelilian, Mr. Russo or Mr. McClements
beneficially owned any stock issued by the Fund.
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Item 9 –
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Purchases of Equity Securities by Closed-End
Management Investment Company and Affiliated Purchasers –
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Period
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(a)
Total Number of Shares Purchased
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(b)
Average Price Paid per Share
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(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
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(d)
Maximum Number (or Approx. Dollar Value) of Shares that May Yet Be Purchased
Under the Plans or Programs
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July 1-31, 2008
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August 1-31, 2008
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September 1-30, 2008
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October 1-31, 2008
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November 1-30, 2008
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186,904
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$9.71
1
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186,904
2
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0
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December 1-31, 2008
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Total:
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186,904
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$9.71
1
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186,904
2
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0
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1
Subject to a repurchase fee of up to 2% of
the net asset value per share.
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2
On September 9, 2008, the repurchase offer
was announced to repurchase up to 5% of outstanding shares. The expiration
date of the offer was October 23, 2008. The registrant may conduct annual
repurchases for between 5% and 25% of its outstanding shares pursuant to Rule
23c-3 under the Investment Company Act of 1940, as amended.
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Item 10 –
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Submission of Matters to a Vote of Security Holders
– The registrant’s Nominating and Corporate Governance Committee will
consider nominees to the board of directors recommended by shareholders when
a vacancy becomes available. Shareholders who wish to recommend a nominee
should send nominations that include biographical information and set forth
the qualifications of the proposed nominee to the registrant’s Secretary.
There have been no material changes to these procedures.
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Item 11 –
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Controls and Procedures
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11(a) –
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The registrant’s principal executive and principal
financial officers or persons performing similar functions have concluded
that the registrant’s disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the “1940
Act”)) are effective as of a date within 90 days of the filing of this report
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange
Act of 1934, as amended.
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11(b) –
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There were no changes in the registrant’s internal
control over financial reporting (as defined in Rule 30a-3(d) under the 1940
Act) that occurred during the second fiscal quarter of the period covered by
this report that have materially affected, or are reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
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Item 12 –
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Exhibits attached hereto
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12(a)(1) –
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Code of Ethics – See Item 2
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12(a)(2) –
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Certifications – Attached hereto
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12(a)(3) –
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Not Applicable
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12(b) –
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Certifications – Attached hereto
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Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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S&P 500
®
GEARED
SM
Fund
Inc.
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By:
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/s/ Mitchell M. Cox
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Mitchell M. Cox
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Chief Executive Officer of
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S&P 500
®
GEARED
SM
Fund
Inc.
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Date: February 25, 2009
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Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
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By:
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/s/ Mitchell M. Cox
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Mitchell M. Cox
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Chief Executive Officer (principal executive
officer) of
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S&P 500
®
GEARED
SM
Fund
Inc.
|
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Date: February 25, 2009
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By:
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/s/ James E. Hillman
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James E. Hillman
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Chief Financial Officer (principal financial
officer) of
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S&P 500
®
GEARED
SM
Fund
Inc.
|
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Date: February 25, 2009
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