THE BLACKROCK CLOSED END TRUSTS
CODE OF ETHICS
I. Introduction.
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The purpose of this Code of Ethics is to prevent Access Persons
(as defined below) of The BlackRock Closed End Trusts (the "Trusts") from
engaging in any act, practice or course of business prohibited by paragraph
(b) of Rule 17j-l (the "Rule") under the Investment Company Act of 1940, as
amended (the "Act"). This Code of Ethics is required by paragraph (c) of
the Rule. A copy of the Rule is attached to this Code of Ethics as Appendix
1.
Access Persons of the Trusts, in conducting their personal
securities transactions, owe a fiduciary duty to the shareholders of the
Trusts. The fundamental standard to be followed in personal securities
transactions is that Access Persons may not take inappropriate advantage of
their positions. All personal securities transactions by Access Persons
must be conducted in such a manner as to avoid any actual or potential
conflict of interest between the Access Person's interest and the interests
of the Trusts, or any abuse of an Access Person's position of trust and
responsibility. Potential conflicts arising from personal investment
activities could include buying or selling securities based on knowledge of
the Trust's trading position or plans (sometimes referred to as
front-running), and acceptance of personal favors that could influence
trading judgments on behalf of the Trusts. While this Code of Ethics is
designed to address identified conflicts and potential conflicts, it cannot
possibly be written broadly enough to cover all potential situations and,
in this regard, Access Persons are expected to adhere not only to the
letter, but also the spirit, of the policies contained herein.
II. Definitions.
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In order to understand how this Code of Ethics applies to
particular persons and transactions, familiarity with the key terms and
concepts used in this Code of Ethics is necessary. Those key terms and
concepts are:
1. "Access Person" means any trustee, officer or "advisory
person" of the Trusts. A list of the Trust's Access Persons is attached as
Appendix 2 to this Code of Ethics and will be updated from time to time.
2. "Advisory person" means (a) any employee of the Trusts or of
any company in a control relationship to the Trusts, who, in connection
with his regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a "Covered Security" by the
Trusts, or whose functions relate to the making of any recommendations with
respect to such purchases or sales; and (b) any natural person in a control
relationship to the Trusts who obtains information concerning
recommendations made to the Trusts with regard to the purchase or sale of
"Covered Securities".
3. "Beneficial ownership" has the meaning set forth in Rule
16a- 1(a)(2) of the Securities Exchange Act of 1934, as amended, a copy of
which is included as Appendix 3. The determination of direct or indirect
beneficial ownership shall apply to all securities which an Access Person
has or acquires.
4. "BlackRock" means BlackRock Advisors, Inc. the investment
adviser of the Trusts.
5. "BlackRock Code" means the Employee Investment Transaction
Policy adopted by BlackRock and approved by the Board.
6. "Control" has the meaning set forth in Section 2(a)(9) of
the Act.
7. "Covered Security" has the meaning set forth in Section
2(a)(36) of the Act, except that it shall not include: direct obligations
of the Government of the United States; bankers' acceptances, bank
certificates of deposit, commercial paper, and high-quality short-term debt
instruments, including repurchase agreements; and shares issued by
registered open-end investment companies. A high-quality short-term debt
instrument is one with a maturity at issuance of less than 366 days and
that is rated in one of the two highest rating categories by a nationally
recognized statistical rating organization.
8. "Independent trustee" means a trustee of the Trusts who is
not an "interested person" of the Trusts within the meaning of Section
2(a)(19) of the Act.
9. "Investment Personnel" of the Trusts means (a) any employee
of the Trusts (or of any company in a control relationship to the Trusts)
who, in connection with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale of
securities by the Trusts and (b) any natural person who controls the Trusts
and who obtains information concerning recommendations made to the Trusts
regarding the purchase or sale of securities by the Trusts.
10. "IPO" means an offering of securities registered under the
Securities Act of 1933, the issuer or which, immediately before the
registration, was not subject to the reporting requirements of Sections 13
or 15(d) of the Securities Exchange Act.
11. "Limited Offering" means an offering exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2),
4(6) or Rule 504, 505 or 506 under the Securities Act of 1933.
12. "Purchase or sale of a Covered Security" includes, among
other things, the writing of an option to purchase or sell a Covered
Security.
III. Restrictions Applicable to Directors, Officers
and Employees of BlackRock.
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1. All Directors, officers and employees of BlackRock's
investment advisory companies shall be subject to the restrictions,
limitations and reporting responsibilities set forth in the BlackRock Code,
respectively, as if fully set forth herein.
2. Persons subject to this Section III shall not be subject to
the restrictions, limitations and reporting responsibilities set forth in
Sections 1V and V below.
IV. Prohibitions; Exemptions.
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1. Prohibited Purchases and Sales.
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A. No Access Person may purchase or sell, directly or
indirectly, any Covered Security in which that Access Person has, or by
reason of the transaction would acquire, any direct or indirect beneficial
ownership and which to the actual knowledge of that Access Person at the
time of such purchase or sale:
(1) is being considered for purchase or sale by the Trusts; or
(2) is being purchased or sold by the Trusts.
2. Exemptions From Certain Prohibitions.
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A. The prohibited purchase and sale transactions described
in paragraph IV.1 above do not apply to the following personal securities
transactions:
(1) purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or control;
(2) purchases or sales which are non-volitional on the part
of either the Access Person or the Trusts;
(3) purchases which are part of an automatic dividend
reinvestment plan (other than pursuant to a cash purchase plan option);
(4) purchases effected upon the exercise of rights issued by
an issuer pro rata to all holders of a class of its securities, to the
extent the rights were acquired from that issuer, and sales of the rights
so acquired;
(5) any purchase or sale, or series of related transactions,
involving 500 shares or less in the aggregate, if the issuer has a market
capitalization (outstanding shares multiplied by the current price per
share) greater than $1 billion;
(6) any purchase or sale which the Compliance Officer of
BlackRock (as defined in the BlackRock Code) approves on the grounds that
its potential harm to the Trusts is remote.
3. Prohibited Recommendations.
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An Access Person may not recommend the purchase or sale of any
Covered Security to or for the Trusts without having disclosed his or her
interest, if any, in such security or the issuer thereof; including without
limitation:
A. any direct or indirect beneficial ownership of any
Covered Security of such issuer, including any Covered Security received in
a private securities transaction;
B. any contemplated purchase or sale by such person of a
Covered Security;
C. any position with such issuer or its affiliates; or
D. any present or proposed business relationship between
such issuer or its affiliates and such person or any party in which such
person has a significant interest.
4. Pre-approval of Investments in Initial
Public Offerings or Limited Offerings.
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A. No Investment Personnel shall purchase any security
(including but not limited to, any Covered Security) issued in an initial
public offering ("IPO") or a Limited Offering unless an officer of the
Trusts approves the transaction in advance. The Secretary shall maintain a
written record of any decisions to permit these transactions, along with
the reasons supporting the decision.
V. Reporting.
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1. Initial Holdings Reports.
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No later than ten (10) days after a person becomes an Access
Person, he or she must report to the Trusts the following information:
(i) the title, number of shares and principal
amount of each Covered Security in which the Access Person had any direct
or indirect beneficial ownership when the person became an Access Person;
(ii) the name of any broker, dealer or bank with
whom the Access Person maintained an account in which any securities were
held for the direct or indirect benefit of the Access Person as of the date
the person became an Access Person; and
(iii) the date that the report is submitted by the
Access Person.
2. Quarterly Reporting.
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A. Every Access Person shall either report to the Trusts the
information described in paragraphs B and C below with respect to
transactions in any Covered Security in which the Access Person has, or by
reason of the transaction acquires, any direct or indirect beneficial
ownership in the security or, in the alternative, make the representation
in paragraph D below.
B. Every report shall be made not later than 10 days after
the end of the calendar quarter in which the transaction to which the
report relates was effected and shall contain the following information:
(1) the date of the transaction, the title, the interest rate
and maturity date (if applicable), the number of shares and the principal
amount of each Covered Security involved;
(2) the nature of the transaction (i.e., purchase, sale or
any other type of acquisition or disposition);
(3) the price at which the transaction was effected;
(4) the name of the broker, dealer or bank with or through
whom the transaction was effected;
(5) the date that the report is submitted by the Access
Person; and
(6) a description of any factors potentially relevant to an
analysis of whether the Access Person may have a conflict of interest with
respect to the transaction, including the existence of any substantial
economic relationship between the transaction and securities held or to be
acquired by the Trusts.
C. With respect to any account established by the Access
Person in which any securities were held during the quarter for the direct
or indirect benefit of the Access Person, no later than 10 days after the
end of a calendar quarter, an Access Person shall provide a report to the
Trusts containing the following information:
(1) the name of the broker, dealer or bank with whom the
Access Person established the account;
(2) the date the account was established; and
(3) the date that the report is submitted by the Access
Person.
D. If no transactions were conducted by an Access Person during
a calendar quarter that are subject to the reporting requirements described
above, such Access Person shall, not later than 10 days after the end of
that calendar quarter, provide a written representation to that effect to
the Trusts.
3. Annual Reporting.
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A. Every Access Person shall report to the Trusts the
information described in paragraph B below with respect to transactions in
any Covered Security in which the Access Person has, or by reason of the
transaction acquires, any direct or indirect beneficial ownership in the
security.
B. Annually, within 30 days of the end of each calendar
year, the following information (which information must be current as of a
date no more than 30 days before the report is submitted):
(1) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or indirect
beneficial ownership;
(2) The name of any broker, dealer or bank with whom the
Access Person maintains an account in which any securities are held for the
direct or indirect benefit of the Access Person; and
(3) The date that the report is submitted by the Access
Person.
4. Exceptions to Reporting Requirements.
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A. An Access Person is not required to make a report
otherwise required under paragraphs 1 ,2 or 3 above with respect to any
transaction effected for any account over which the Access Person does not
have any direct or indirect influence or control; provided, however, that
if the Access Person is relying upon the provisions of this paragraph 4(A)
to avoid making such a report, the Access Person shall, not later than 10
days after the end of each calendar quarter, identify any such account in
writing and certify in writing that he or she had no direct or indirect
influence over any such account.
B. An independent trustee of the Trusts who would be required
to make a report pursuant to paragraphs 1, 2 or 3 above solely by reason of
being a trustee of the Trusts is not required to make an initial holdings
report under paragraph 1 above and an annual report under paragraph 3
above, and is only required to make a quarterly report under paragraph 2
above if the independent trustee, at the time of the transaction, knew or,
in the ordinary course of fulfilling the independent trustee's official
duties as a trustee of the Trusts, should have known that (a) the Trusts
has engaged in a transaction in the same security within the last 15 days
or is engaging or going to engage in a transaction in the same security
within the next 15 days, or (b) the Trusts or BlackRock has within the last
15 days considered a transaction in the same security or is considering a
transaction in the same security or within the next 15 days is going to
consider a transaction in the same security.
5. Annual Certification.
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A. All Access Persons are required to certify that they have
read and understand this Code of Ethics and recognize that they are subject
to the provisions hereof and will comply with the policy and procedures
stated herein. Further, all Access Persons are required to certify annually
that they have complied with the requirements of this Code of Ethics and
that they have reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of such policies. A copy
of the certification form to be used in complying with this paragraph A is
attached to this Code of Ethics as Appendix 4.
B. The Trusts and BlackRock shall prepare an annual report to
the Board of Trustees of the Trusts to be presented at the first regular
meeting of the Board after March 31 of each year and which shall:
(1) Summarize existing procedures concerning personal
investing, including pre-clearance policies and the monitoring of personal
investment activity after pre-clearance has been granted, and any changes
in the procedures during the past year,
(2) describe any issues arising under the Code of Ethics or
procedures since the last report to the Board including, but not limited
to, information about any material violations of the Code of Ethics or
procedures and the sanctions imposed during the past year;
(3) identify any recommended changes in existing restrictions
or procedures based upon experience under this Code of Ethics, evolving
industry practice or developments in applicable laws and regulations;
(4) contain such other information, observations and
recommendations as deemed relevant by the Trusts or BlackRock; and
(5) certify that the Trusts, BlackRock have adopted Codes of
Ethics with procedures reasonably necessary to prevent Access Persons from
violating the provisions of Rule 17j-1(b) or this Code.
6. Notification of Reporting Obligation and Review of Reports.
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Each Access Person shall receive a copy of this Code of Ethics
and be notified of his or her reporting obligations. All reports shall be
promptly submitted upon completion to the Trust's Secretary who shall
review such reports.
7. Miscellaneous.
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A. Any report under this Code of Ethics may contain a
statement that the report shall not be construed as an admission by the
person making the report that the person has any direct or indirect
beneficial ownership in the securities to which the report relates.
VI. Confidentiality.
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No Access Person shall reveal to any other person (except in
the normal course of his or her duties on behalf of the Trusts) any
information regarding securities transactions by the Trusts or
consideration by the Trusts or BlackRock of any such securities
transaction.
All information obtained from any Access Person hereunder shall
be kept in strict confidence, except that reports of securities
transactions hereunder will be made available to the Securities and
Exchange Commission or any other regulatory or self- regulatory
organization to the extent required by law or regulation.
VII. Sanctions.
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Upon discovering a violation of this Code of Ethics, the Board
of Trustees of the Trusts may impose any sanctions it deems appropriate,
including a letter of censure, the suspension or termination of any
trustee, officer or employee of the Trusts, or the recommendation to the
employer of the violator of the suspension or termination of the employment
of the violator.
Dated: May__ , 2000
Appendix 1
Rule l7j-1 under the 1940 Act
RULE 17J-1. PERSONAL INVESTMENT ACTIVITIES OF INVESTMENT COMPANY PERSONNEL.
(a) Definitions. For purposes of this section:
(1) Access Person means
(i) Any director, officer, general partner or Advisory Person of a
Fund or of a Fund's investment adviser.
(A) If an investment adviser is primarily engaged in a business or
businesses other than advising Funds or other advisory clients, the term
Access Person means any director, officer, general partner or Advisory
Person of the investment adviser who, with respect to any Fund, makes any
recommendation, participates in the determination of which recommendation
will be made, or whose principal function or duties relate to the
determination of which recommendation will be made, or who, in connection
with his or her duties, obtains any information concerning recommendations
on Covered Securities being made by the investment adviser to any Fund.
(B) An investment adviser is "primarily engaged in a business or
businesses other than advising Funds or other advisory clients" if, for
each of its most recent three fiscal years or for the period of time since
its organization, whichever is less, the investment adviser derived, on an
unconsolidated basis, more than 50 percent of its total sales and revenues
and more than 50 percent of its income (or loss), before income taxes and
extraordinary items, from the other business or businesses.
(ii) Any director, officer or general partner of a principal
underwriter who, in the ordinary course of business, makes, participates in
or obtains information regarding, the purchase or sale of Covered
Securities by the Fund for which the principal underwriter acts, or whose
functions or duties in the ordinary course of business relate to the making
of any recommendation to the Fund regarding the purchase or sale of Covered
Securities.
(2) Advisory Person of a Fund or of a Fund's investment adviser
means:
(i) Any employee of the Fund or investment adviser (or of any
company in a control relationship to the Fund or investment adviser) who,
in connection with his or her regular functions or duties, makes,
participates in, or obtains information regarding the purchase or sale of
Covered Securities by a Fund, or whose functions relate to the making of
any recommendations with respect to the purchases or sales; and
(ii) Any natural person in a control relationship to the Fund or
investment adviser who obtains information concerning recommendations made
to the Fund with regard to the purchase or sale of Covered Securities by
the Fund.
(3) Control has the same meaning as in Section 2(a) (9) of the
Investment Company Act.
(4) Covered Security means a security as defined in Section 2(a)(36)
of the Investment Company Act, except that it does not include:
(i) Direct obligations of the Government of the United States;
(ii) Bankers' acceptances, bank certificates of deposit, commercial
paper and high quality short-term debt instruments, including repurchase
agreements; and
(iii) Shares issued by open-end Funds.
(5) Fund means an investment company registered under the
Investment Company Act.
(6) An Initial Public Offering means an offering of securities
registered under the Securities Act of 1933, the issuer of which,
immediately before the registration, was not subject to the reporting
requirements of Sections 13 or 15(d) of the Securities Exchange Act.
(7) Investment Personnel of a Fund or of a Fund's investment
adviser means:
(i) Any employee of the Fund or investment adviser (or of any
company in a control relationship to the Fund or investment adviser) who,
in connection with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale of
securities by the Fund.
(ii) Any natural person who controls the Fund or investment adviser
and who obtains information concerning recommendations made to the Fund
regarding the purchase or sale of securities by the Fund.
(8) A Limited Offering means an offering that is exempt from
registration under the Securities Act pursuant to Section 4(2) or Section
4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities
Act.
(9) Purchase or Sale of a Covered Security includes, among other
things, the writing of an option to purchase or sell a Covered Security.
(10) Security Held or to be Acquired by a Fund means:
(i) Any Covered Security which, within the most recent 15 days:
(A) Is or has been held by the Fund; or
(B) Is being or has been considered by the Fund or its investment
adviser for purchase by the Fund; and
(ii) Any option to purchase or sell, and any security convertible
into or exchangeable for, a Covered Security described in paragraph
(a)(l0)(i) of this Rule 17j-i.
(b) Unlawful Actions. It is unlawful for any affiliated person of
or principal underwriter for a Fund, or any affiliated person of an
investment adviser of or principal underwriter for a Fund, in connection
with the purchase or sale, directly or indirectly, by the person of a
Security Held or to be Acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the Fund,
(2) To make any untrue statement of a material fact to the Fund or
omit to state a material fact necessary in order to make the statements
made to the Fund, in light of the circumstances under which they are made,
not misleading
(3) To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Fund; or
(4) To engage in any manipulative practice with respect to the Fund.
(c) Code of Ethics.
(1) Adoption and Approval of Code of Ethics.
(i) Every Fund (other than a money market fund or a Fund that does
not invest in Covered Securities) and each investment adviser of and
principal underwriter for the Fund, must adopt a written code of ethics
containing provisions reasonably necessary to prevent its Access Persons
front engaging in any conduct prohibited by paragraph (b) of this Rule
17j-l.
(ii) The board of directors of a Fund, including a majority of
directors who are not interested persons, must approve the code of ethics
of the Fund, the code of ethics of each investment adviser and principal
underwriter of the Fund, and any material changes to these codes. The board
must base its approval of a code and any material changes to the code on a
determination that the code contains provisions reasonably necessary to
prevent Access Persons from engaging in any conduct prohibited by paragraph
(b) of this Rule 17j-1. Before approving a code of a Fund, investment
adviser or principal underwriter or any amendment to the code, the board of
directors must receive a certification from the Fund, investment adviser or
principal underwriter that it has adopted procedures reasonably necessary
to prevent Access Persons front violating the investment adviser's or
principal underwriter's code of ethics. The Fund's board must approve the
code of an Investment adviser or principal underwriter before initially
retaining the services of the investment adviser or Principal underwriter.
The Fund's board must approve a material change to a code no later than six
months after adoption of the material change.
(iii) If a Fund is a unit investment trust, the Fund's principal
underwriter or depositor must approve the Fund's code of ethics, as
required by paragraph (c)(1)(ii) of this Rule 17j-1. If the Fund has more
than one principal underwriter or depositor, the principal underwriters and
depositors may designate, in writing, which principal underwriter or
depositor must conduct the approval required by paragraph (c)(1)(ii) of
this Rule l7j-1, if they obtain written consent front the designated
principal underwriter or depositor.
(2) Administration of Code of Ethics.
(i) The Fund, investment adviser and principal underwriter must use
reasonable diligence and institute procedures reasonably necessary to
prevent violations of its code of ethics.
(ii) No less frequently than annually, every Fund (other than a unit
investment trust) and its investment advisers and principal underwriters
must furnish to the Fund's board of directors, and the board of directors
must consider, a written report that:
(A) Describes any issues arising under the code of ethics or
procedures since the last report to the board of directors, including, but
not limited to, information about violations of the code or procedures and
sanctions imposed in response to the material violations; and
(B) Certifies that the Fund, investment adviser or principal
underwriter, as applicable, has adopted procedures reasonably necessary to
prevent Access Persons front violating the code.
(3) Exception for Principal Underwriters. The requirement of
paragraphs (c)(1) and (c)(2) of this Rule 17j-1 do not apply to any
principal underwriter unless:
(i) The principal underwriter is an affiliated person of the Fund
or of the Fund's investment adviser; or
(ii) An officer, director or general partner of the principal
underwriter serves as an officer, director or general partner of the Fund
or of the Fund's investment adviser.
(d) Reporting Requirements of Access Persons.
(1) Reports Required. Unless excepted by paragraph (d)(2) of this
Rule 17j- 1, every Access Person of a Fund (other than a money market fund
or a Fund that does not invest in Covered Securities) and every Access
Person of an investment adviser of or principal underwriter for the Fund,
must report to that Fund, investment adviser or principal underwriter:
(i) Initial Holdings Reports. No later than 10 days after the
person becomes an Access Person, the following information:
(A) The title, number of shares and principal amount of each
Covered Security in which the Access Person bad any direct or indirect
beneficial ownership when the person became an Access Person;
(B) The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held for the
direct or indirect benefit of the Access Person as of the date the person
became an Access Person; and
(C) The date that the report is submitted by the Access Person.
(ii) Quarterly Transaction Reports. No later than 10 days after the
end of a calendar quarter, the following information:
(A) With respect to any transaction during the quarter in a Covered
Security in which the Access Person had any direct or indirect beneficial
ownership:
(1) The date of the transaction, the title, the interest rate and
maturity date (if applicable), the number of shares and the principal
amount of each Covered Security involved,
(2) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition)
(3) The price of the Covered Security at which the transaction was
effected,
(4) The name of the broker, dealer or bank with or through which
the transaction was effected; and
(5) The date that the report is submitted by the Access Person.
(B) With respect to any account established by the Access Person in
which any securities were held during the quarter for the direct or
indirect benefit of the Access Person:
(1) The name of the broker, dealer or bank with whom the Access
Person established the account;
(2) The date the account was established; and
(3) The date that the report is submitted by the Access Person.
(iii) Annual Holdings Reports. Annually, the following information
(which information must be current as of a date no snore than 30 days
before the report is submitted):
(A) The title, number of Shares and principal amount of each
Covered Security in which the Access Person had any direct or indirect
beneficial ownership;
(B) The name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held for the direct
or indirect benefit of the Access Person; and
(C) The date that the report is submitted by the Access Person.
(2) Exceptions from Reporting Requirements.
(i) A person need not make a report under paragraph (d) (1) of this
Rule l7j-1 with respect to transactions effected for, and Covered
Securities held in, any account over which the person has no direct or
indirect influence or control.
(ii) A director of a Fund who is not an "interested person" of the
Fund within the meaning of Section 2(a) (19) of the Investment Company Act,
and who would be required to make a report solely by reason of being a Fund
director, need not make:
(A) An initial holdings report under paragraph (d)(1)(i) of this
Rule l7j-1 annual holdings report under paragraph (d) (1) (iii) of this
Rule 17j-l; and
(B) A quarterly transaction report under paragraph (d)(1)(ii) of
this Rule 17j-1, unless the director knew or, in the ordinary course of
fulfilling his or her official duties as a Fund director, should have known
that during the 15-day period immediately before or after the director's
transaction in a Covered Security, the Fund purchased or sold the Covered
Security, or the Fund or its investment adviser considered purchasing or
selling the Covered Security.
(iii) An Access Person to a Fund's principal underwriter need not
snake a report to the principal underwriter under paragraph (d) (1) of this
Rule 17j-1 if:
(A) The principal underwriter is not an affiliated person of the
Fund (unless the Fund tea unit investment trust) or any investment adviser
of the Fund, and
(B) The principal underwriter has no officer, director or general
partner who serves as an officer, director or general partner of the Fund
or of any investment adviser of the Fund.
(iv) An Access Person to an investment adviser need not make a
quarterly transaction report to the investment adviser under, paragraph (d)
(1) (ii) of this Rule 17-1 if all the information in the report would
duplicate information required to be recorded under Rule 204-2(a) (12) or
Rule 204-2(a) (13) under the Investment Advisers Act.
(v) An Access Person need not make a quarterly transaction report
under paragraph (d) (1) (ii) of this Rule l7-1 if the report would
duplicate information contained in broker trade confirmations on account
statements received by the Fund, investment adviser or principal
underwriter with respect to the Access Person in the time period required
by paragraph (d)(1)(ii), if all of the information required by that
paragraph is contained in the broker trade confirmations or account
statements, or in the records of the Fund, investment adviser or principal
underwriter.
(3) Review of Reports. Each Fund, investment adviser and principal
underwriter to which reports are required to be made by paragraph (d)(1) of
this Rule l7-1 must institute procedures by which appropriate management or
compliance personnel review these reports.
(4) Notification of Reporting Obligation. Each Fund, investment
adviser and principal underwriter to which reports are requited to be made
by paragraph (d) (1) of this Rule 17j-1 must identify all Access Persons
who are required to make these reports and must inform those Access Persons
of their reporting obligation.
(5) Beneficial Ownership. For purposes of this Rule 17j-l,
beneficial ownership is interpreted in the same manner as it would be under
Exchange Act Rule 16a-l(a)(2) in determining whether a person is the
beneficial owner of a security for purposes of section 16 of the Securities
Exchange Act and the rules and regulations thereunder. Any report required
by paragraph (d) of this Rule 17j-1 may contain a statement that the report
will not be construed as an admission that the person making the report has
any direct or indirect beneficial ownership in the Covered Security to
which the report relates.
(e) Pre-approval of Investments in IPOs and Limited Offerings.
Investment Personnel of a Fund or its investment adviser must obtain
approval from the Fund or the Fund's investment adviser before directly
acquiring beneficial ownership in any securities in an Initial Public
Offering or in a Limited Offering.
(f) Recordkeeping Requirements.
(1) Each Fund, investment adviser and principal underwriter that is
required to adopt a code of ethics or to which reports are required to be
made by Access Persons must, at its principal place of business, maintain
records in the manner and to the extent set out in this paragraph (f), and
must make these records available to the Commission or any representative
of the Commission at any time and from time to time for reasonable
periodic, special or other examination:
(A) A copy of each code of ethics for the organization that is in
effect, or at any time within the past five years was in effect, must be
maintained in an easily accessible place;
(B) A record of any violation of the code of ethics, and of any
action taken as a result of the violation, must be maintained in an easily
accessible place for at least five years after the end of the fiscal year
in which the violation occurs;
(C) A copy of each report made by an Access Person as required by
this Rule l7j-1, including any information provided in lieu of the reports
under paragraph (d) (2) (v) of this Rule 17j-l, must be maintained for at
least five years after the end of the fiscal year in which the report is
made or the information is provided, the first two years in an easily
accessible place;
(D) A record of all persons, currently or within the past five
years, who are or were required to make reports under paragraph (d) of this
Rule l7-l, or who are or were responsible for reviewing these reports, must
be maintained in an easily accessible place; and
(E) A copy of each report required by paragraph (c)(2)(ii) of this
Rule 17j-1 must be maintained for at least five years after the end of the
fiscal year in which it is made, the first two years in an easily
accessible place.
(2) A Fund or investment adviser must maintain a record of any
decision, and the reasons supporting the decision, to approve the
acquisition by investment personnel of securities under paragraph (e), for
at least five years after the end of the fiscal year in which the approval
is granted.
Appendix 2
The following are "Access Persons" for purposes of the foregoing Code of
Ethics:
NAME TITLE
DIRECTORS
Laurence D. Fink Chairman/Director
Andrew F. Brimmer Director
Richard E. Cavanagh Director
Kent Dixon Director
Frank J. Fabozzi Director
James Clayburn La Force, Jr. Director
Walter F. Mondale Director
Ralph L. Schlosstein Director
OFFICERS
Ralph L. Schlosstein President
Scott Amero Vice President (Taxables only)
Keith T. Anderson Vice President
Michael C. Heubsch Vice President
Robert S. Kapito Vice President
Kevin Klingert Vice President (Municipals only)
Dennis Schaney Vice President (BHY only)
Richard M. Shea Vice President/Tax
Henry Gabbay Treasurer
James Kong Assistant Treasurer
Karen H. Sabath Secretary
Anne Ackerley Secretary
Appendix 3
Rule 16a-l(a)(2) under the Securities Exchange Act
Rule 16a-1 Exchange Act Rules
(2) Other than for purposes of determining whether a person is a
beneficial owner of more than 10 percent of any class of equity securities
registered under Section 12 of the Act, the term "beneficial owner" shall
mean any person who, directly or indirectly, through any contact,
arrangement, understanding, relationship or otherwise, has or shares a
direct or indirect pecuniary interest in the equity securities, subject to
the following:
(i) The term "pecuniary interest" in any class of equity securities
shall mean the opportunity, directly or indirectly, to profit or share in
any profit derived from a transaction in the subject securities.
(ii) The term "indirect pecuniary interest" in any class of equity
securities shall include, but not be limited to:
(A) Securities held by members of a person's immediate family sharing
the same household; provided, however, that the presumption of such
beneficial ownership may be rebutted: see also Rule 16a-l(a)(4);
(B) A general partner's proportionate interest in the portfolio
securities held by a general or limited partnership. The general partner's
proportionate interest, as evidenced by the partnership agreement in effect
at the time of the transaction and the partnership's most recent financial
statements, shall be the greater of: (1) the general partner's share of the
partnership's profits, including profits attributed to any limited
partnership interests held by the general partner and any other interests
in profits that arise from the purchase and sale of the partnership's
portfolio securities; or (2) the general partners share of the partnership
capital account, including the share attributable to any limited
partnership interest held by the general partner.
(C) A performance-related fee, other than an asset-based fee,
received by any broker, dealer, bank, insurance company, investment
company, investment adviser, investment manager, trustee or person or
entity performing a similar function; provided, however, that no pecuniary
interest shall be present where: (1) the performance-related fee,
regardless of when payable, is calculated based upon net capital gains
and/or net capital appreciation generated from the portfolio or from the
fiduciary's overall performance over a period of one year or more; and (2)
equity securities of the issuer do not account for more than 10 percent of
the market value of the portfolio. A right to a nonperformance-related fee
alone shall not represent a pecuniary interest in the securities;
(D) A person's right to dividends that is separated or separable from
the underlying securities. Otherwise, a right to dividends alone shall not
represent a pecuniary interest in the securities;
(E) A person's interest in securities held by a trust, as specified
in Rule l6a-8(b); and
(F) A person's right to acquire equity securities through the
exercise or conversion of any derivative security, whether or nor presently
exercisable.
(iii) A shareholder shall not be deemed to have a pecuniary interest
in the portfolio securities held by a corporation or similar entity in
which the person owns securities if the shareholder is not a controlling
shareholder of the entity and does not have or share investment control
over the entity's portfolio.
Appendix 4
CERTIFICATION FORM
This is to certify that I have read and understand the Code of
Ethics of the BlackRock Closed End Trusts dated May_, 2000, and that I
recognize that I am subject to the provisions thereof and will comply with
the policy and procedures stated therein.
This is to further certify that I have complied with the
requirements of such Code of Ethics and that I have reported all personal
securities transactions required to be disclosed or reported pursuant to
the requirements of such Code of Ethics.
Please sign your name here: ____________________________
Please print your name here: ____________________________
Please date here: ___________________________
Please sign two copies of this Certification Form, return one
copy to Mr. Bart Battista, Chief Compliance Officer, BlackRock Advisors,
Inc., 345 Park Avenue, New York, NY 10154, and retain the other copy,
together with a copy of the Code of Ethics, for your records.
