Exhibit 99.10(c)
PROXY VOTING POLICY
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FOR
BLACKROCK ADVISORS, INC.
AND ITS AFFILIATED REGISTERED INVESTMENT ADVISERS
INTRODUCTION
This Proxy Voting Policy ("Policy") for BlackRock Advisors, Inc. and its
affiliated registered investment advisers ("BlackRock") reflects 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. In addition, the Department of
Labor views the fiduciary act of managing ERISA plan assets to include the
voting of proxies. Proxy voting decisions must be made solely in the best
interests of the pension plan's participants and beneficiaries. The Department
of Labor has interpreted this requirement as prohibiting a fiduciary from
subordinating the retirement income interests of participants and beneficiaries
to unrelated objectives. The guidelines in this Policy have been formulated to
ensure decision-making consistent with these fiduciary responsibilities.
Any general or specific proxy voting guidelines provided by an advisory
client or its designated agent in writing will supercede the specific guidelines
in this Policy. BlackRock will disclose to our advisory clients information
about this Policy as well as disclose to our clients how they may obtain
information on how we voted their proxies. Additionally, BlackRock will maintain
proxy voting records for our advisory clients consistent with the Advisers Act.
For those of our clients that are registered investment companies, BlackRock
will disclose this Policy to the shareholders of such funds and make filings
with the Securities and Exchange Commission and make available to fund
shareholders the specific proxy votes that we cast in shareholder meetings of
issuers of portfolio securities in accordance with the rules and regulations
under the Investment Company Act of 1940.
Registered investment companies that are advised by BlackRock as well as
certain of our advisory clients may participate in securities lending programs,
which may reduce or eliminate the amount of shares eligible for voting by
BlackRock in accordance with this Policy if such shares are out on loan and
cannot be recalled in time for the vote.
Implicit in the initial decision to retain or invest in the security of a
corporation is approval of its existing corporate ownership structure, its
management, and its operations. Accordingly, proxy proposals that would change
the existing status of a corporation will be reviewed carefully and supported
only when it seems clear that the proposed changes are likely to benefit the
corporation and its shareholders. Notwithstanding this favorable predisposition,
management will be assessed on an ongoing basis both in terms of its business
capability and its dedication to the shareholders to ensure that our continued
confidence remains warranted. If it is determined that management is acting on
its own behalf instead of for the well being of the corporation, we will vote to
support shareholder proposals, unless other mitigating
circumstances are present.
Additionally, situations may arise that involve an actual or perceived
conflict of interest. For example, we may manage assets of a pension plan of a
company whose management is soliciting proxies, or a BlackRock employee involved
with managing an account may have a close relative who serves as a director or
executive of a company that is soliciting proxies regarding securities held in
such account. In all cases, the manner in which we vote proxies must be based on
our clients' best interests and not the product of a conflict.
This Policy and its attendant recommendations attempt to generalize a
complex subject. It should be clearly understood that specific fact situations,
including differing voting practices in jurisdictions outside the United States,
might warrant departure from these guidelines. In such instances, the relevant
facts will be considered, and if a vote contrary to these guidelines is
indicated it will be cast and the reasons therefor recorded in writing.
Section I of the Policy describes proxy proposals that may be
characterized as routine and lists examples of the types of proposals we would
typically support. Section II of the Policy describes various types of
non-routine proposals and provides general voting guidelines. These non-routine
proposals are categorized as those involving:
A. Social Issues,
B. Financial/Corporate Issues, and
C. Shareholder Rights.
Finally, Section III of the Policy describes the procedures to be followed in
casting a vote pursuant to these guidelines.
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SECTION I
ROUTINE MATTERS
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Routine proxy proposals, amendments, or resolutions are typically
proposed by management and meet the following criteria:
1. They do not measurably change the structure, management control,
or operation of the corporation.
2. They are consistent with industry standards as well as the
corporate laws of the state of incorporation.
VOTING RECOMMENDATION
BlackRock will normally support the following routine proposals:
1. To increase authorized common shares.
2. To increase authorized preferred shares as long as there are not
disproportionate voting rights per preferred share.
3. To elect or re-elect directors.
4. To appoint or elect auditors.
5. To approve indemnification of directors and limitation of
directors' liability.
6. To establish compensation levels.
7. To establish employee stock purchase or ownership plans.
8. To set time and location of annual meeting.
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SECTION II
NON-ROUTINE PROPOSALS
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A. SOCIAL ISSUES
Proposals in this category involve issues of social conscience. They are
typically proposed by shareholders who believe that the corporation's internally
adopted policies are ill-advised or misguided.
VOTING RECOMMENDATION
If we have determined that management is generally socially responsible,
we will generally vote AGAINST the following shareholder proposals:
1. To enforce restrictive energy policies.
2. To place arbitrary restrictions on military contracting.
3. To bar or place arbitrary restrictions on trade with other
countries.
4. To restrict the marketing of controversial products.
5. To limit corporate political activities.
6. To bar or restrict charitable contributions.
7. To enforce a general policy regarding human rights based on
arbitrary parameters.
8. To enforce a general policy regarding employment practices based
on arbitrary parameters.
9. To enforce a general policy regarding animal rights based on
arbitrary parameters.
10. To place arbitrary restrictions on environmental practices.
B. FINANCIAL/CORPORATE ISSUES
Proposals in this category are usually offered by management and seek to
change a corporation's legal, business or financial structure.
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VOTING RECOMMENDATION
We will generally vote in favor of the following management proposals
provided the position of current shareholders is preserved or enhanced:
1. To change the state of incorporation.
2. To approve mergers, acquisitions or dissolution.
3. To institute indenture changes.
4. To change capitalization.
C. SHAREHOLDER RIGHTS
Proposals in this category are made regularly both by management and
shareholders. They can be generalized as involving issues that transfer or
realign board or shareholder voting power.
We typically would oppose any proposal aimed solely at thwarting
potential takeover offers by requiring, for example, super-majority approval. At
the same time, we believe stability and continuity promote profitability. The
guidelines in this area seek to find a middle road, and they are no more than
guidelines. Individual proposals may have to be carefully assessed in the
context of their particular circumstances.
VOTING RECOMMENDATION
We will generally vote FOR the following management proposals:
1. To require majority approval of shareholders in acquisitions of a
controlling share in the corporation.
2. To institute staggered board of directors.
3. To require shareholder approval of not more than 66 2/3% for a
proposed amendment to the corporation's by-laws.
4. To eliminate cumulative voting.
5. To adopt anti-greenmail charter or by-law amendments or to
otherwise restrict a company's ability to make greenmail payments.
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9 6. To create a dividend reinvestment program.
7. To eliminate preemptive rights.
8. To eliminate any other plan or procedure designed primarily to
discourage a takeover or other similar action (commonly known as a
"poison pill").
We will generally vote AGAINST the following management proposals:
1. To require greater than 66 2/3% shareholder approval for a
proposed amendment to the corporation's by-laws ("super-majority
provisions").
2. To require that an arbitrary fair price be offered to all
shareholders that is derived from a fixed formula ("fair price
amendments").
3. To authorize a new class of common stock or preferred stock which
may have more votes per share than the existing common stock.
4. To prohibit replacement of existing members of the board of
directors.
5. To eliminate shareholder action by written consent without a
shareholder meeting.
6. To allow only the board of directors to call a shareholder meeting
or to propose amendments to the articles of incorporation.
7. To implement any other action or procedure designed primarily to
discourage a takeover or other similar action (commonly known as a
"poison pill").
8. To limit the ability of shareholders to nominate directors.
We will generally vote FOR the following shareholder proposals:
1. To rescind share purchases rights or require that they be
submitted for shareholder approval, but only if the vote required
for approval is not more than 66 2/3%.
2. To opt out of state anti-takeover laws deemed to be detrimental to
the shareholder.
3. To change the state of incorporation for companies operating under
the umbrella of anti-shareholder state corporation laws if another
state is chosen with favorable laws in this and other areas.
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4. To eliminate any other plan or procedure designed primarily to
discourage a takeover or other similar action.
5. To permit shareholders to participate in formulating management's
proxy and the opportunity to discuss and evaluate management's
director nominees, and/or to nominate shareholder nominees to the
board.
6. To require that the board's audit, compensation, and/or nominating
committees be comprised exclusively of independent directors.
7. To adopt anti-greenmail charter or by-law amendments or otherwise
restrict a company's ability to make greenmail payments.
8. To create a dividend reinvestment program.
9. To recommend that votes to "abstain" not be considered votes
"cast" at an annual meeting or special meeting, unless required by
state law.
10. To require that "golden parachutes" be submitted for shareholder
ratification.
We will generally vote AGAINST the following shareholder proposals:
1. To restore preemptive rights.
2. To restore cumulative voting.
3. To require annual election of directors or to specify tenure.
4. To eliminate a staggered board of directors.
5. To require confidential voting.
6. To require directors to own a minimum amount of company stock in
order to qualify as a director or to remain on the board.
7. To dock director pay for failing to attend board meetings.
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SECTION III
VOTING PROCESS
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BlackRock has engaged a third-party service provider to assist us in the
voting of proxies. These guidelines have been provided to this service provider,
who then analyzes all proxy solicitations we receive for our clients and makes
recommendations to us as to how, based upon our guidelines, the relevant votes
should be cast. These recommendations are set out in a report that is provided
to the relevant Portfolio Management Group team, who must approve the proxy vote
in writing and return such written approval to the Operations Group. If any
authorized member of a Portfolio Management Group team desires to vote in a
manner that differs from the recommendations, the reason for such differing vote
shall be noted in the written approval form. A copy of the written approval form
is attached as an exhibit. The head of each relevant Portfolio Management Group
team is responsible for making sure that proxies are voted in a timely manner.
The Brokerage Allocation Committee shall receive regular reports of all proxy
votes cast to review how proxies have been voted, including reviewing votes that
differ from recommendations made by our third-party service provider and votes
that may have involved a potential conflict of interest. The Committee shall
also review these guidelines from time to time to determine their continued
appropriateness and whether any changes to the guidelines or the proxy voting
process should be made.
IF THERE IS ANY POSSIBILITY THAT THE VOTE MAY INVOLVE A MATERIAL CONFLICT
OF INTEREST BECAUSE, FOR EXAMPLE, THE ISSUER SOLICITING THE VOTE IS A BLACKROCK
CLIENT OR THE MATTER BEING VOTED ON INVOLVES BLACKROCK, PNC OR ANY AFFILIATE
(INCLUDING A PORTFOLIO MANAGEMENT GROUP EMPLOYEE) OF EITHER OF THEM, PRIOR TO
APPROVING SUCH VOTE, THE BROKERAGE ALLOCATION COMMITTEE MUST BE CONSULTED AND
THE MATTER DISCUSSED. The Committee, in consultation with the Legal and
Compliance Department, shall determine whether the potential conflict is
material and if so, the appropriate method to resolve such conflict, based on
the particular facts and circumstances, the importance of the proxy issue,
whether the Portfolio Management Group team is proposing a vote that differs
from recommendations made by our third-party service provider with respect to
the issue and the nature of the conflict, so as to ensure that the voting of the
proxy is not affected by the potential conflict. If the conflict is determined
not to be material, the relevant Portfolio Management Group team shall vote the
proxy in accordance with this Policy. Determinations of the Committee with
respect to votes involving material conflicts of interest shall be documented in
writing and maintained for a period of at least six years.
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.
With respect to voting proxies of non-U.S. companies, a number of
logistical problems may arise that may have a detrimental effect on BlackRock's
ability to vote such proxies in the best interests of our clients. These
problems include, but are not limited to, (i) untimely and/or inadequate notice
of shareholder meetings, (ii) restrictions on the ability of holders outside the
issuer's jurisdiction of organization to exercise
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votes, (iii) requirements to vote proxies in person, if not practicable, (iv)
the imposition of restrictions on the sale of the securities for a period of
time in proximity to the shareholder meeting, and (v) impracticable or
inappropriate requirements to provide local agents with power of attorney to
facilitate the voting instructions. Accordingly, BlackRock may determine not to
vote proxies if it believes that the restrictions or other detriments associated
with such vote outweigh the benefits that will be derived by voting on the
company's proposal.
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Any questions regarding this Policy may be directed to the General
Counsel of BlackRock.
Approved: October 21, 1998
Revised: May 27, 2003
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