Proxy Voting Policies
For The BlackRock-Advised Funds
May 30, 2008
Table of Contents
Page
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Introduction................................................................. 1
Proxy Voting Policies........................................................ 2
Boards of Directors.................................................... 2
Auditors............................................................... 2
Compensation and Benefits.............................................. 2
Capital Structure...................................................... 3
Corporate Charter and By-Laws.......................................... 3
Corporate Meetings..................................................... 3
Investment Companies................................................... 3
Environmental and Social Issues........................................ 3
Reports to the Board......................................................... 4
Introduction
The Trustees/Directors ("Directors") of the BlackRock-Advised Funds (the
"Funds") have the responsibility for voting proxies relating to portfolio
securities of the Funds, and have determined that it is in the best interests of
the Funds and their shareholders to delegate that responsibility to BlackRock
Advisors, LLC and its affiliated U.S. registered investment advisers
("BlackRock"), the investment adviser to the Funds, as part of BlackRock's
authority to manage, acquire and dispose of account assets. The Directors hereby
direct BlackRock to vote such proxies in accordance with this Policy, and any
proxy voting guidelines that the Adviser determines are appropriate and in the
best interests of the Funds' shareholders and which are consistent with the
principles outlined in this Policy. The Directors have authorized BlackRock to
utilize an unaffiliated third-party as its agent to vote portfolio proxies in
accordance with this Policy and to maintain records of such portfolio proxy
voting.
When BlackRock votes proxies for an advisory client that has delegated to
BlackRock proxy voting authority, BlackRock acts as the client's agent. Under
the Investment Advisers Act of 1940 (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.(1) When voting proxies for the Funds, BlackRock's primary objective
is to make voting decisions solely in the best interests of the Funds'
shareholders. In fulfilling its obligations to shareholders, 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.(2) It is imperative that
BlackRock considers the interests of Fund shareholders, 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.
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.
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(1) 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).
(2) 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, such as the Funds, 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.
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BlackRock has adopted separate but substantially similar guidelines and
procedures that are consistent with the principles of this Policy. 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, including the Funds. The Committee is comprised of senior members of
BlackRock's Portfolio Management and Administration Groups and is advised by
BlackRock's Legal and Compliance Department.
Proxy Voting Policies
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 Funds believe 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
Funds therefore believe 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, consideration may be given to a director nominee's history
of representing shareholder interests as a director of other companies, or other
factors to the extent deemed relevant by the Committee.
B. Auditors
These proposals concern those issues submitted to shareholders related to
the selection of auditors. As a general matter, the Funds believe 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 Funds anticipate that the Committee will
generally defer to a corporation's choice of auditor, in individual cases,
consideration may be given to an auditors' history of representing shareholder
interests as auditor of other companies, to the extent deemed relevant.
C. Compensation and Benefits
These proposals concern those issues submitted to shareholders related to
management compensation and employee benefits. As a general matter, the Funds
favor disclosure of a company's compensation and benefit policies and oppose
excessive compensation, but believe 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 should therefore generally
not be supported by the Committee.
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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 Funds expect
that the Committee will support requests that it believes enhance the rights of
common shareholders and oppose requests that appear to be unreasonably dilutive.
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 Funds expect that the
Committee will oppose poison pill provisions unless, after consultation with the
portfolio managers, it is determined that supporting the poison pill is in the
best interest of shareholders.
F. Corporate Meetings
These are routine proposals relating to various requests regarding the
formalities of corporate meetings. As a general matter, the Funds expect that
the Committee will support company management except where the proposals are
substantially duplicative or serve no legitimate business purpose.
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
Funds believe that an investment company's board of directors (rather than its
shareholders) is best-positioned to set fund policy and oversee management.
However, the Funds oppose 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.
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 Funds
generally believe that annual shareholder meetings are inappropriate forums for
the discussion of larger social issues, and oppose shareholder resolutions
"micro-managing" corporate conduct or requesting release of information that
would not help a shareholder evaluate an investment in the corporation as an
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economic matter. While the Funds are generally supportive of proposals to
require corporate disclosure of matters that seem relevant and material to the
economic interests of shareholders, the Funds generally are not supportive of
proposals to require disclosure of corporate matters for other purposes.
Reports to the Board
BlackRock will report to the Directors on proxy votes it has made on behalf of
the Funds at least annually.
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