Exhibit 99 Code Eth
JOINT CODE OF ETHICS
FOR
CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS
OF
THE BLACKROCK CLOSED-END FUNDS
AS ADOPTED BY THE BOARDS OF TRUSTEES/DIRECTORS
MAY 2003
Each BlackRock Closed-End Fund (each a "TRUST" and,
collectively, the "TRUSTS")(1) is committed to conducting business in
accordance with applicable laws, rules and regulations and the highest standards
of business ethics, and to full and accurate disclosure -- financial and
otherwise -- in compliance with applicable law. This Code of Ethics, applicable
to the Trust's Chief Executive Officer, President, Chief Financial Officer and
Treasurer (or persons performing similar functions) (together, "SENIOR
OFFICERS"), sets forth policies to guide you in the performance of your duties.
As a Senior Officer, you must comply with applicable law.
You also have a responsibility to conduct yourself in an honest
and ethical manner. You have leadership responsibilities that include creating a
culture of high ethical standards and a commitment to compliance, maintaining a
work environment that encourages the internal reporting of compliance concerns
and promptly addressing compliance concerns.
This Code of Ethics recognizes that the Senior Officers are
subject to certain conflicts of interest inherent in the
operation of investment companies, because the Senior Officers currently or may
in the future serve as Senior Officers of each of the Trusts, as officers or
employees of the Trust's investment advisor (the "ADVISOR") and/or affiliates of
the Trust's investment advisor (collectively with the Advisor, "BLACKROCK") and
as officers or trustees/directors of other registered investment companies and
unregistered investment funds advised by BlackRock. This Code of Ethics also
recognizes that certain laws and regulations applicable to, and certain policies
and procedures adopted by, the Trust or BlackRock govern your conduct in
connection with many of the conflict of interest situations that arise in
connection with the operations of the Trust, including:
- --------
(1) This Joint Code of Ethics for Chief Executive and Senior Financial Officers
has been adopted by the Board of Trustees/Directors for each Trust. Solely
for the sake of clarity and simplicity, this Joint Code of Ethics has been
drafted as if there is a single Trust, a single Governance Committee and a
single Board of Trustees/Directors. The terms "Trustees," "Independent
Trustees" and "Governance Committee" mean the Trustees, the Independent
Trustees and the Governance Committee of each Trust, respectively, unless
the context otherwise requires. The Trustees, the Independent Trustees and
the Governance Committee of each Trust, however, shall act separately and in
the best interests of its respective Trust.
o the Investment Company Act of 1940, and the rules and regulation
promulgated thereunder by the Securities and Exchange Commission (the
"1940 ACT");
o the Investment Advisers Act of 1940, and the rules and regulations
promulgated thereunder by the Securities and Exchange Commission (the
"ADVISERS ACT");
o the Code of Ethics adopted by the Trust and the other Trusts pursuant to
Rule 17j-1(c) under the 1940 Act (collectively, the "TRUST'S 1940 ACT
CODE OF ETHICS");
o one or more codes of ethics adopted by BlackRock that have been reviewed
and approved by those trustees/directors (the "TRUSTEES") of the Trust
that are not "interested persons" of the Trust (the "INDEPENDENT
TRUSTEES") within the meaning of the 1940 Act (the "BLACKROCK'S 1940 ACT
CODE OF ETHICS" and, together with the Trust's 1940 Act Code of Ethics,
the "1940 ACT CODES OF ETHICS");
o the policies and procedures adopted by the Trust and the other Trusts to
address conflict of interest situations, such as procedures under Rule
10f-3 and Rule 17a-7 under the 1940 Act (collectively, the "TRUST
POLICIES"); and
o BlackRock's general policies and procedures to address, among other
things, conflict of interest situations and related matters
(collectively, the "BLACKROCK POLICIES").
The provisions of the 1940 Act, the Advisers Act, the 1940 Act Codes of Ethics,
the Trust Policies and the BlackRock Policies are referred to herein
collectively as the "ADDITIONAL CONFLICT RULES".
This Code of Ethics is different from, and is intended to supplement,
the Additional Conflict Rules. Accordingly, a violation of the Additional
Conflict Rules by a Senior Officer is hereby deemed not to be a violation of
this Code of Ethics, unless and until the Governance Committee of the Trustees
(the "GOVERNANCE COMMITTEE") shall determine that any such violation of the
Additional Conflict Rules is also a violation of this Code of Ethics.
SENIOR OFFICERS SHOULD ACT HONESTLY AND CANDIDLY
Each Senior Officer has a responsibility to the Trust to act with
integrity. Integrity requires, among other things, being honest and candid.
Deceit and subordination of principle are inconsistent with integrity.
Each Senior Officer must:
2
o act with integrity, including being honest and candid while still
maintaining the confidentiality of information where required by law or
the Additional Conflict Rules;
o comply with the laws, rules and regulations that govern the conduct of
the Trust's operations and report any suspected violations thereof in
accordance with the section below entitled "Compliance With Code Of
Ethics"; and
o adhere to a high standard of business ethics.
CONFLICTS OF INTEREST
A conflict of interest for the purpose of this Code of Ethics occurs
when your private interests interfere in any way, or even appear to interfere,
with the interests of the Trust.
Senior Officers are expected to use objective and unbiased standards
when making decisions that affect the Trust, keeping in mind that Senior
Officers are subject to certain inherent conflicts of interest because Senior
Officers of a Trust also are or may be officers of other Trusts, BlackRock and
other funds advised or serviced by BlackRock (as a result of which it is
incumbent upon you to be familiar with and to seek to comply with the Additional
Conflict Rules).
You are required to conduct the business of the Trust in an honest and
ethical manner, including the ethical handling of actual or apparent conflicts
of interest between personal and business relationships. When making any
investment, accepting any position or benefits, participating in any transaction
or business arrangement or otherwise acting in a manner that creates or appears
to create a conflict of interest with respect to the Trust where you are
receiving a personal benefit, you should act in accordance with the letter and
spirit of this Code of Ethics.
If you are in doubt as to the application or interpretation of this Code
of Ethics to you as a Senior Officer of the Trust, you should make full
disclosure of all relevant facts and circumstances to the general counsel of
BlackRock (the "GENERAL COUNSEL") and obtain the approval of the General Counsel
prior to taking action.
Some conflict of interest situations that should always be approved by
the General Counsel, if material, include the following:
o the receipt of any entertainment or non-nominal gift by the Senior
Officer, or a member of his or her family, from any company with which
the Trust has current or prospective business dealings (other than
BlackRock), unless such entertainment or gift is business related,
reasonable in cost, appropriate as to time and place, and not so
frequent as to raise any question of impropriety;
3
o any ownership interest in, or any consulting or employment relationship
with, any of the Trust's service providers, other than BlackRock; or
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Trust for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Senior Officer's employment by BlackRock, such as
compensation or equity ownership.
DISCLOSURES
It is the policy of the Trust to make full, fair, accurate, timely and
understandable disclosure in compliance with all applicable laws and regulations
in all reports and documents that the Trust files with, or submits to, the
Securities and Exchange Commission or a national securities exchange and in all
other public communications made by the Trust. As a Senior Officer, you are
required to promote compliance with this policy and to abide by the Trust's
standards, policies and procedures designed to promote compliance with this
policy.
Each Senior Officer must:
o familiarize himself or herself with the disclosure requirements
applicable to the Trust as well as the business and financial operations
of the Trust; and
o not knowingly misrepresent, or cause others to misrepresent, facts about
the Trust to others, including to the Trustees, the Trust's independent
auditors, the Trust's counsel, counsel to the Independent Trustees,
governmental regulators or self-regulatory organizations.
COMPLIANCE WITH CODE OF ETHICS
If you know of or suspect a violation of this Code of Ethics or other
laws, regulations, policies or procedures applicable to the Trust, you must
report that information on a timely basis to the General Counsel or report it
anonymously by following the "whistle blower" policies adopted by BlackRock from
time to time. NO ONE WILL BE SUBJECT TO RETALIATION BECAUSE OF A GOOD FAITH
REPORT OF A SUSPECTED VIOLATION.
The Trust will follow these procedures in investigating and enforcing
this Code of Ethics, and in reporting on this Code of Ethics:
o the General Counsel will take all appropriate action to investigate any
actual or potential violations reported to him or her;
o violations and potential violations will be reported to the Governance
Committee after such investigation;
4
o if the Governance Committee determines that a violation has occurred, it
will take all appropriate disciplinary or preventive action; and
o appropriate disciplinary or preventive action may include a letter of
censure, suspension, dismissal or, in the event of criminal or other
serious violations of law, notification of the Securities and Exchange
Commission or other appropriate law enforcement authorities.
WAIVERS OF CODE OF ETHICS
Except as otherwise provided in this Code of Ethics, the General Counsel
is responsible for applying this Code of Ethics to specific situations in which
questions are presented to the General Counsel and has the authority to
interpret this Code of Ethics in any particular situation. The General Counsel
shall take all action he or she considers appropriate to investigate any actual
or potential violations reported under this Code of Ethics.
The General Counsel is authorized to consult, as appropriate, with the
chair of the Governance Committee and with counsel to the Trust, BlackRock or
the Independent Trustees, and is encouraged to do so.
The Governance Committee is responsible for granting waivers of this
Code of Ethics, as appropriate. Any changes to or waivers of this Code of Ethics
will, to the extent required, be disclosed on Form N-CSR, or otherwise, as
provided by Securities and Exchange Commission rules.
RECORDKEEPING
The Trust will maintain and preserve for a period of not less than six
(6) years from the date an action is taken, the first two (2) years in an easily
accessible place, a copy of the information or materials supplied to the
Governance Committee:
o that provided the basis for any amendment or waiver to this Code of
Ethics; and
o relating to any violation of this Code of Ethics and sanctions imposed
for such violation, together with a written record of the approval or
action taken by the Governance Committee.
CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code of
Ethics shall be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code of Ethics, such
matters shall not be disclosed to anyone other than the Independent Trustees and
their counsel, the Trust and its counsel, BlackRock and its counsel and any
other advisors, consultants or counsel retained by the Trustees, the Independent
Trustees or any committee of the Trustees.
5
AMENDMENTS
This Code of Ethics may not be amended except in written form, which is
specifically approved by a majority vote of the Trustees, including a majority
of the Independent Trustees.
NO RIGHTS CREATED
This Code of Ethics is a statement of certain fundamental principles,
policies and procedures that govern each of the Senior Officers in the conduct
of the Trust's business. It is not intended to and does not create any rights in
any employee, investor, supplier, competitor, shareholder or any other person or
entity.
6
ACKNOWLEDGMENT FORM
I have received and read the Joint Code of Ethics for Chief Executive and Senior
Financial Officers, and I understand its contents. I agree to comply fully with
the standards contained in the Code of Ethics and the Company's related policies
and procedures. I understand that I have an obligation to report any suspected
violations of the Code of Ethics on a timely basis to the General Counsel or
report it anonymously by following the "whistle blower" policies adopted by
BlackRock from time to time.
-------------------------------
Printed Name
-------------------------------
Signature
-------------------------------
Date
7