EX-99.PROXYPOL 7 c52210_ex99proxypol.htm

 

Proxy Voting Policies and Procedures

 

For BlackRock Advisors, LLC
And Its Affiliated SEC Registered Investment Advisers

September 30, 2006

 

 


Proxy Voting Policies and Procedures

     These Proxy Voting Policies and Procedures (“Policy”) for BlackRock Advisors, LLC and its affiliated U.S. registered investment advisers1 (“BlackRock”) reflect our duty as a fiduciary under the Investment Advisers Act of 1940 (the “Advisers Act”) to vote proxies in the best interests of our clients. BlackRock serves as the investment manager for investment companies, other commingled investment vehicles and/or separate accounts of institutional and other clients. The right to vote proxies for securities held in such accounts belongs to BlackRock’s clients. Certain clients of BlackRock have retained the right to vote such proxies in general or in specific circumstances.2 Other clients, however, have delegated to BlackRock the right to vote proxies for securities held in their accounts as part of BlackRock’s authority to manage, acquire and dispose of account assets.

     When BlackRock votes proxies for a client that has delegated to BlackRock proxy voting authority, BlackRock acts as the client’s agent. Under the Advisers Act, an investment adviser is a fiduciary that owes each of its clients a duty of care and loyalty with respect to all services the adviser undertakes on the client’s behalf, including proxy voting. BlackRock is therefore subject to a fiduciary duty to vote proxies in a manner BlackRock believes is consistent with the client’s best interests,3 whether or not the client’s proxy voting is subject to the fiduciary standards of the Employee Retirement Income Security Act of 1974 (“ERISA”).4 When voting proxies for client accounts (including investment companies), BlackRock’s primary objective is to make voting decisions solely in the best interests of clients and ERISA clients’ plan beneficiaries and participants. In fulfilling its obligations to clients, BlackRock will seek to act in a manner that it believes is most likely to enhance the economic value of the underlying securities held in client accounts.5 It is imperative that BlackRock considers the interests of its clients, and not the interests of BlackRock, when voting proxies and that real (or perceived) material conflicts that may arise between BlackRock’s interest and those of BlackRock’s clients are properly addressed and resolved.

____________________

1 The Policy does not apply to BlackRock Asset Management U.K. Limited and BlackRock Investment Managers International Limited, which are U.S. registered investment advisers based in the United Kingdom.

2 In certain situations, a client may direct BlackRock to vote in accordance with the client’s proxy voting policies. In these situations, BlackRock will seek to comply with such policies to the extent it would not be inconsistent with other BlackRock legal responsibilities.

3 Letter from Harvey L. Pitt, Chairman, SEC, to John P.M. Higgins, President, Ram Trust Services (February 12, 2002) (Section 206 of the Investment Advisers Act imposes a fiduciary responsibility to vote proxies fairly and in the best interests of clients); SEC Release No. IA-2106 (February 3, 2003).

4 DOL Interpretative Bulletin of Sections 402, 403 and 404 of ERISA at 29 C.F.R. 2509.94 -2

5 Other considerations, such as social, labor, environmental or other policies, may be of interest to particular clients. While BlackRock is cognizant of the importance of such considerations, when voting proxies it will generally take such matters into account only to the extent that they have a direct bearing on the economic value of the underlying securities. To the extent that a BlackRock client desires to pursue a particular social, labor, environmental or other agenda through the proxy votes made for its securities held through BlackRock as investment adviser, BlackRock encourages the client to consider retaining direct proxy voting authority or to appoint independently a special proxy voting fiduciary other than BlackRock.

 

1


     Advisers Act Rule 206(4)-6 was adopted by the SEC in 2003 and requires, among other things, that an investment adviser that exercises voting authority over clients’ proxy voting adopt policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interests of clients, discloses to its clients information about those policies and procedures and also discloses to clients how they may obtain information on how the adviser has voted their proxies.

     In light of such fiduciary duties, the requirements of Rule 206(4)-6, and given the complexity of the issues that may be raised in connection with proxy votes, BlackRock has adopted these policies and procedures. BlackRock’s Equity Investment Policy Oversight Committee, or a sub-committee thereof (the “Committee”), addresses proxy voting issues on behalf of BlackRock and its clients.6 The Committee is comprised of senior members of BlackRock’s Portfolio Management Group and advised by BlackRock’s Legal and Compliance Department.

 

 

 

 

____________________

6 Subject to the Proxy Voting Policies of Merrill Lynch Bank & Trust Company FSB, the Committee may also function jointly as the Proxy Voting Committee for Merrill Lynch Bank & Trust Company FSB trust accounts managed by personnel dually-employed by BlackRock.

 

 

2


I.Scope of Committee Responsibilities

     The Committee shall have the responsibility for determining how to address proxy votes made on behalf of all BlackRock clients, except for clients who have retained the right to vote their own proxies, either generally or on any specific matter. In so doing, the Committee shall seek to ensure that proxy votes are made in the best interests of clients, and that proxy votes are determined in a manner free from unwarranted or inappropriate influences. The Committee shall also oversee the overall administration of proxy voting for BlackRock accounts.7

     The Committee shall establish BlackRock’s proxy voting guidelines, with such advice, participation and research as the Committee deems appropriate from portfolio managers, proxy voting services or other knowledgeable interested parties. As it is anticipated that there will not necessarily be a “right” way to vote proxies on any given issue applicable to all facts and circumstances, the Committee shall also be responsible for determining how the proxy voting guidelines will be applied to specific proxy votes, in light of each issuer’s unique structure, management, strategic options and, in certain circumstances, probable economic and other anticipated consequences of alternative actions. In so doing, the Committee may determine to vote a particular proxy in a manner contrary to its generally stated guidelines.

     The Committee may determine that the subject matter of certain proxy issues are not suitable for general voting guidelines and requires a case-by-case determination, in which case the Committee may elect not to adopt a specific voting guideline applicable to such issues. BlackRock believes that certain proxy voting issues – such as approval of mergers and other significant corporate transactions – require investment analysis akin to investment decisions, and are therefore not suitable for general guidelines. The Committee may elect to adopt a common BlackRock position on certain proxy votes that are akin to investment decisions, or determine to permit portfolio managers to make individual decisions on how best to maximize economic value for the accounts for which they are responsible (similar to normal buy/sell investment decisions made by such portfolio managers).8

     While it is expected that BlackRock, as a fiduciary, will generally seek to vote proxies over which BlackRock exercises voting authority in a uniform manner for all BlackRock clients, the Committee, in conjunction with the portfolio manager of an account, may determine that the specific circumstances of such account require that such account’s proxies be voted differently due to such account’s investment objective or other factors that differentiate it from other accounts. In addition, on proxy votes that are akin to investment decisions, BlackRock believes portfolio managers may from time to time

____________________

7 The Committee may delegate day-to-day administrative responsibilities to other BlackRock personnel and/or outside service providers, as appropriate.

8 The Committee will normally defer to portfolio managers on proxy votes that are akin to investment decisions except for proxy votes that involve a material conflict of interest, in which case it will determine, in its discretion, the appropriate voting process so as to address such conflict.

 

 

3


legitimately reach differing but equally valid views, as fiduciaries for BlackRock’s clients, on how best to maximize economic value in respect of a particular investment.

     The Committee will also be responsible for ensuring the maintenance of records of each proxy vote, as required by Advisers Act Rule 204-2.9 All records will be maintained in accordance with applicable law. Except as may be required by applicable legal requirements, or as otherwise set forth herein, the Committee’s determinations and records shall be treated as proprietary, nonpublic and confidential.

     The Committee shall be assisted by other BlackRock personnel, as may be appropriate. In particular, the Committee has delegated to the BlackRock Operations Department responsibility for monitoring corporate actions and ensuring that proxy votes are submitted in a timely fashion. The Operations Department shall ensure that proxy voting issues are promptly brought to the Committee’s attention and that the Committee’s proxy voting decisions are appropriately disseminated and implemented.

     To assist BlackRock in voting proxies, the Committee may retain the services of a firm providing such services. BlackRock has currently retained Institutional Shareholder Services (“ISS”) in that role. ISS is an independent adviser that specializes in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided to BlackRock may include, but are not limited to, in-depth research, voting recommendations (which the Committee is not obligated to follow), vote execution, and recordkeeping.

 

 

 

____________________

9 The Committee may delegate the actual maintenance of such records to an outside service provider. Currently, the Committee has delegated the maintenance of such records to Institutional Shareholder Services.

 

 

 

4


II. Special Circumstances

     Routine Consents. BlackRock may be asked from time to time to consent to an amendment to, or grant a waiver under, a loan agreement, partnership agreement, indenture or other governing document of a specific financial instrument held by BlackRock clients. BlackRock will generally treat such requests for consents not as “proxies” subject to these Proxy Voting Policies and Procedures but as investment matters to be dealt with by the responsible BlackRock investment professionals would, provided that such consents (i) do not relate to the election of a board of directors or appointment of auditors of a public company, and (ii) either (A) would not otherwise materially affect the structure, management or control of a public company, or (B) relate to a company in which BlackRock clients hold only interests in bank loans or debt securities and are consistent with customary standards and practices for such instruments.

     Securities on Loan. Registered investment companies that are advised by BlackRock as well as certain of our advisory clients may participate in securities lending programs. Under most securities lending arrangements, securities on loan may not be voted by the lender (unless the loan is recalled). BlackRock believes that each client has the right to determine whether participating in a securities lending program enhances returns, to contract with the securities lending agent of its choice and to structure a securities lending program, through its lending agent, that balances any tension between loaning and voting securities in a matter that satisfies such client. If client has decided to participate in a securities lending program, BlackRock will therefore defer to the client’s determination and not attempt to seek recalls solely for the purpose of voting routine proxies as this could impact the returns received from securities lending and make the client a less desirable lender in a marketplace. Where a client retains a lending agent that is unaffiliated with BlackRock, BlackRock will generally not seek to vote proxies relating to securities on loan because BlackRock does not have a contractual right to recall such loaned securities for the purpose of voting proxies. Where BlackRock or an affiliate acts as the lending agent, BlackRock will also generally not seek to recall loaned securities for proxy voting purposes, unless the portfolio manager responsible for the account or the Committee determines that voting the proxy is in the client’s best interest and requests that the security be recalled.

     Voting Proxies for Non-US Companies. While the proxy voting process is well established in the United States, voting proxies of non-US companies frequently involves logistical issues which can affect BlackRock’s ability to vote such proxies, as well as the desirability of voting such proxies. These issues include (but are not limited to): (i) untimely notice of shareholder meetings, (ii) restrictions on a foreigner’s ability to exercise votes, (iii) requirements to vote proxies in person, (iv) “shareblocking” (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting), (v) potential difficulties in translating the proxy, and (vi) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions.

 

 

 

5


     As a consequence, BlackRock votes proxies of non-US companies only on a “best-efforts” basis. In addition, the Committee may determine that it is generally in the best interests of BlackRock clients not to vote proxies of companies in certain countries if the Committee determines that the costs (including but not limited to opportunity costs associated with shareblocking constraints) associated with exercising a vote generally are expected to outweigh the benefit the client will derive by voting on the issuer’s proposal. If the Committee so determines in the case of a particular country, the Committee (upon advice from BlackRock portfolio managers) may override such determination with respect to a particular issuer’s shareholder meeting if the Committee believes the benefits of seeking to exercise a vote at such meeting outweighs the costs, in which case BlackRock will seek to vote on a best-efforts basis.

     Securities Sold After Record Date. With respect to votes in connection with securities held on a particular record date but sold from a client account prior to the holding of the related meeting, BlackRock may take no action on proposals to be voted on in such meeting.

     Conflicts of Interest. From time to time, BlackRock may be required to vote proxies in respect of an issuer that is an affiliate of BlackRock (a “BlackRock Affiliate”), or a money management or other client of BlackRock (a “BlackRock Client”).10 In such event, provided that the Committee is aware of the real or potential conflict, the following procedures apply:

 
  The Committee intends to adhere to the voting guidelines set forth herein for all proxy issues including matters involving BlackRock Affiliates and BlackRock Clients. The Committee may, in its discretion for the purposes of ensuring that an independent determination is reached, retain an independent fiduciary to advise the Committee on how to vote or to cast votes on behalf of BlackRock’s clients; and
     
 
  if the Committee determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Committee shall determine how to vote the proxy after consulting with the BlackRock Legal and Compliance Department and concluding that the vote cast is in the client’s best interest notwithstanding the conflict.
     
     
     

 

 

 

 

____________________

10 Such issuers may include investment companies for which BlackRock provides investment advisory, administrative and/or other services.

 

6

 


III. Voting Guidelines

     The Committee has determined that it is appropriate and in the best interests of BlackRock’s clients to adopt the following voting guidelines, which represent the Committee’s usual voting position on certain recurring proxy issues that are not expected to involve unusual circumstances. With respect to any particular proxy issue, however, the Committee may elect to vote differently than a voting guideline if the Committee determines that doing so is, in the Committee’s judgment, in the best interest of its clients. The guidelines may be reviewed at any time upon the request of any Committee member and may be amended or deleted upon the vote of a majority of voting Committee members present at a Committee meeting for which there is a quorum.

 

 

 

7


     A. Boards of Directors

     These proposals concern those issues submitted to shareholders relating to the composition of the Board of Directors of companies other than investment companies. As a general matter, the Committee believes that a company’s Board of Directors (rather than shareholders) is most likely to have access to important, nonpublic information regarding a company’s business and prospects, and is therefore best-positioned to set corporate policy and oversee management. The Committee therefore believes that the foundation of good corporate governance is the election of qualified, independent corporate directors who are likely to diligently represent the interests of shareholders and oversee management of the corporation in a manner that will seek to maximize shareholder value over time. In individual cases, the Committee may look at a Director nominee’s history of representing shareholder interests as a director of other companies, or other factors to the extent the Committee deems relevant.

     The Committee’s general policy is to vote:






#     
  VOTE and DESCRIPTION 

A.1    FOR nominees for director of United States companies in 
    uncontested elections, except for nominees who 
        have missed at least two meetings and, as a result, 
        attended less than 75% of meetings of the Board of 
        Directors and its committees the previous year, unless the 
        nominee missed the meeting(s) due to illness or company 
        business 
        voted to implement or renew a “dead-hand” poison pill 
        ignored a shareholder proposal that was approved by 
        either a majority of the shares outstanding in any year or 
        by the majority of votes cast for two consecutive years 
        failed to act on takeover offers where the majority of the 
       
shareholders have tendered their shares
        are corporate insiders who serve on the audit, 
        compensation or nominating committees or on a full 
        Board that does not have such committees composed 
        exclusively of independent directors 
        on a case-by-case basis, have served as directors of other 
        companies with allegedly poor corporate governance 
        sit on more than six boards of public companies 





A.2    FOR nominees for directors of non-U.S. companies in uncontested 
    elections, except for nominees from whom the Committee
    determines to withhold votes due to the nominees’ poor records of 
    representing shareholder interests, on a case-by-case basis



A.3    FOR proposals to declassify Boards of Directors, except where 
    there exists a legitimate purpose for classifying boards



A.4    AGAINST proposals to classify Boards of Directors, except where 
    there exists a legitimate purpose for classifying boards



         
     
 
 
     
 
 
     
 
 

 

8







A.5    AGAINST proposals supporting cumulative voting 



A.6    FOR proposals eliminating cumulative voting 



A.7    FOR proposals supporting confidential voting 



A.8    FOR proposals seeking election of supervisory board members 



A.9    AGAINST shareholder proposals seeking additional 
    representation of women and/or minorities generally (i.e., not 
    specific individuals) to a Board of Directors 



A.10    AGAINST shareholder proposals for term limits for directors 



A.11    FOR shareholder proposals to establish a mandatory retirement 
    age for directors who attain the age of 72 or older 



A.12    AGAINST shareholder proposals requiring directors to own a 
    minimum amount of company stock 



A.13    FOR proposals requiring a majority of independent directors on a 
    Board of Directors 



A.14    FOR proposals to allow a Board of Directors to delegate powers to 
    a committee or committees 



A.15    FOR proposals to require audit, compensation and/or nominating 
    committees of a Board of Directors to consist exclusively of 
    independent directors 



A.16    AGAINST shareholder proposals seeking to prohibit a single 
    person from occupying the roles of chairman and chief executive 
    officer 



A.17    FOR proposals to elect account inspectors 



A.18    FOR proposals to fix the membership of a Board of Directors at a 
    specified size 



A.19    FOR proposals permitting shareholder ability to nominate 
    directors directly 



A.20    AGAINST proposals to eliminate shareholder ability to nominate 
    directors directly 



A.21    FOR proposals permitting shareholder ability to remove directors 
    directly 



A.22    AGAINST proposals to eliminate shareholder ability to remove 
    directors directly 




9


     B. Auditors

     These proposals concern those issues submitted to shareholders related to the selection of auditors. As a general matter, the Committee believes that corporate auditors have a responsibility to represent the interests of shareholders and provide an independent view on the propriety of financial reporting decisions of corporate management. While the Committee will generally defer to a corporation’s choice of auditor, in individual cases, the Committee may look at an auditors’ history of representing shareholder interests as auditor of other companies, to the extent the Committee deems relevant.

     The Committee’s general policy is to vote:




B.1    FOR approval of independent auditors, except for 
        auditors that have a financial interest in, or material 
        association with, the company they are auditing, and are 
        therefore believed by the Committee not to be independent 
        auditors who have rendered an opinion to any company which 
        in the Committee’s opinion is either not consistent with best 
        accounting practices or not indicative of the company’s 
        financial situation 
        on a case-by-case basis, auditors who in the Committee’s 
        opinion provide a significant amount of non-audit services to 
        the company 





B.2    FOR proposals seeking authorization to fix the remuneration of 
    auditors 



B.3    FOR approving internal statutory auditors 



B.4    FOR proposals for audit firm rotation, except for proposals that 
    would require rotation after a period of less than 5 years



 
 

10


     C. Compensation and Benefits

     These proposals concern those issues submitted to shareholders related to management compensation and employee benefits. As a general matter, the Committee favors disclosure of a company’s compensation and benefit policies and opposes excessive compensation, but believes that compensation matters are normally best determined by a corporation’s board of directors, rather than shareholders. Proposals to “micro-manage” a company’s compensation practices or to set arbitrary restrictions on compensation or benefits will therefore generally not be supported.

      The Committee’s general policy is to vote:




C.1    IN ACCORDANCE WITH THE RECOMMENDATION OF ISS 
    on compensation plans if the ISS recommendation is based solely 
    on whether or not the company’s plan satisfies the allowable cap 
    as calculated by ISS. If the recommendation of ISS is based on 
    factors other than whether the plan satisfies the allowable cap the 
    Committee will analyze the particular proposed plan. This policy 
    applies to amendments of plans as well as to initial approvals. 



C.2    FOR proposals to eliminate retirement benefits for outside 
    directors 



C.3    AGAINST proposals to establish retirement benefits for outside 
    directors 



C.4    FOR proposals approving the remuneration of directors or of 
    supervisory board members 



C.5    AGAINST proposals to reprice stock options 



C.6    FOR proposals to approve employee stock purchase plans that 
    apply to all employees. This policy applies to proposals to amend 
   
ESPPs if the plan as amended applies to all employees.

C.7    FOR proposals to pay retirement bonuses to directors of Japanese 
    companies unless the directors have served less than three years 



C.8    AGAINST proposals seeking to pay outside directors only in stock 



C.9    FOR proposals seeking further disclosure of executive pay or 
    requiring companies to report on their supplemental executive 
    retirement benefits 



C.10    AGAINST proposals to ban all future stock or stock option grants 
    to executives 



C.11    AGAINST option plans or grants that apply to directors or 
    employees of “related companies” without adequate disclosure of 
    the corporate relationship and justification of the option policy 



C.12    FOR proposals to exclude pension plan income in the calculation 
    of earnings used in determining executive bonuses/compensation 




11


     D. Capital Structure

     These proposals relate to various requests, principally from management, for approval of amendments that would alter the capital structure of a company, such as an increase in authorized shares. As a general matter, the Committee will support requests that it believes enhance the rights of common shareholders and oppose requests that appear to be unreasonably dilutive.

      The Committee’s general policy is to vote:




D.1    AGAINST proposals seeking authorization to issue shares without 
    preemptive rights except for issuances up to 10% of a non-US 
    company’s total outstanding capital 



D.2    FOR management proposals seeking preemptive rights or seeking 
    authorization to issue shares with preemptive rights 



D.3    FOR management proposals approving share repurchase programs 



D.4    FOR management proposals to split a company’s stock 



D.5    FOR management proposals to denominate or authorize 
    denomination of securities or other obligations or assets in Euros 



D.6    FOR proposals requiring a company to expense stock options 
    (unless the company has already publicly committed to do so by a 
    certain date). 




12


     E. Corporate Charter and By-Laws

     These proposals relate to various requests for approval of amendments to a corporation’s charter or by-laws, principally for the purpose of adopting or redeeming “poison pills”. As a general matter, the Committee opposes poison pill provisions.

     The Committee’s general policy is to vote:




E.1    AGAINST proposals seeking to adopt a poison pill 



E.2    FOR proposals seeking to redeem a poison pill 



E.3    FOR proposals seeking to have poison pills submitted to 
    shareholders for ratification 



E.4    FOR management proposals to change the company’s name 




13


     F. Corporate Meetings

     These are routine proposals relating to various requests regarding the formalities of corporate meetings.

     The Committee’s general policy is to vote:




F.1    AGAINST proposals that seek authority to act on “any other 
    business that may arise” 



F.2    FOR proposals designating two shareholders to keep minutes of 
    the meeting 



F.3    FOR proposals concerning accepting or approving financial 
    statements and statutory reports 



F.4    FOR proposals approving the discharge of management and the 
    supervisory board 



F.5    FOR proposals approving the allocation of income and the 
    dividend 



F.6    FOR proposals seeking authorization to file required 
    documents/other formalities 



F.7    FOR proposals to authorize the corporate board to ratify and 
    execute approved resolutions 



F.8    FOR proposals appointing inspectors of elections 



F.9    FOR proposals electing a chair of the meeting 



F.10    FOR proposals to permit “virtual” shareholder meetings over the 
    Internet 



F.11    AGAINST proposals to require rotating sites for shareholder 
    meetings 




14


     G. Investment Companies

     These proposals relate to proxy issues that are associated solely with holdings of shares of investment companies, including, but not limited to, investment companies for which BlackRock provides investment advisory, administrative and/or other services. As with other types of companies, the Committee believes that a fund’s Board of Directors (rather than its shareholders) is best-positioned to set fund policy and oversee management. However, the Committee opposes granting Boards of Directors authority over certain matters, such as changes to a fund’s investment objective, that the Investment Company Act of 1940 envisions will be approved directly by shareholders.

     The Committee’s general policy is to vote:





G.1 
 
FOR nominees for director of mutual funds in uncontested 
 
elections, except for nominees who 
have missed at least two meetings and, as a result, attended 
 
less than 75% of meetings of the Board of Directors and its 
 
committees the previous year, unless the nominee missed the 
 
meeting due to illness or fund business 
ignore a shareholder proposal that was approved by either a 
 
majority of the shares outstanding in any year or by the 
   
majority of votes cast for two consecutive years
are interested directors who serve on the audit or nominating 
 
committees or on a full Board that does not have such 
 
committees composed exclusively of independent directors 
on a case-by-case basis, have served as directors of companies 
 
with allegedly poor corporate governance 




G.2 
 
FOR the establishment of new series or classes of shares 




G.3 
 
AGAINST proposals to change a fund’s investment objective to 
 
nonfundamental 




G.4 
 
FOR proposals to establish a master-feeder structure or 
 
authorizing the Board to approve a master-feeder structure without 
 
a further shareholder vote 




G.5 
 
AGAINST a shareholder proposal for the establishment of a 
 
director ownership requirement 




G.6 
 
FOR classified boards of closed-end investment companies 





15


     H. Environmental and Social Issues

     These are shareholder proposals to limit corporate conduct in some manner that relates to the shareholder’s environmental or social concerns. The Committee generally believes that annual shareholder meetings are inappropriate forums for the discussion of larger social issues, and opposes shareholder resolutions “micromanaging” corporate conduct or requesting release of information that would not help a shareholder evaluate an investment in the corporation as an economic matter. While the Committee is generally supportive of proposals to require corporate disclosure of matters that seem relevant and material to the economic interests of shareholders, the Committee is generally not supportive of proposals to require disclosure of corporate matters for other purposes.

     The Committee’s general policy is to vote:




H.1    AGAINST proposals seeking to have companies adopt 
    international codes of conduct 



H.2    AGAINST proposals seeking to have companies provide non- 
    required reports on: 
      environmental liabilities; 
      bank lending policies; 
      corporate political contributions or activities; 
      alcohol advertising and efforts to discourage drinking by 
      minors; 
      costs and risk of doing business in any individual country; 
      involvement in nuclear defense systems 




H.3    AGAINST proposals requesting reports on Maquiladora 
    operations or on CERES principles 



H.4    AGAINST proposals seeking implementation of the CERES 
    principles 




16


Notice to Clients

     BlackRock will make records of any proxy vote it has made on behalf of a client available to such client upon request.11 BlackRock will use its best efforts to treat proxy votes of clients as confidential, except as it may decide to best serve its clients’ interests or as may be necessary to effect such votes or as may be required by law.

     BlackRock encourage clients with an interest in particular proxy voting issues to make their views known to BlackRock, provided that, in the absence of specific written direction from a client on how to vote that client’s proxies, BlackRock reserves the right to vote any proxy in a manner it deems in the best interests of its clients, as it determines in its sole discretion.

     These policies are as of the date indicated on the cover hereof. The Committee may subsequently amend these policies at any time, without notice.

 

 

 

 

____________________

11 Such request may be made to the client’s portfolio or relationship manager or addressed in writing to Secretary, BlackRock Equity Investment Policy Oversight Committee, Legal and Compliance Department, BlackRock Inc., 40 East 52nd Street, New York, New York 10022.

 

 

17