• Chinese, Nigerian presidents satisfied with bilateral ties • Pang Yuliang Acquired German Parchim Airport

investment decisions, or determine to permit the portfolio manager to make

individual decisions on how best to maximize economic value for a Fund (similar

to normal buy/sell investment decisions made by such portfolio managers). While

it is expected that the Adviser will generally seek to vote proxies over which

the Adviser exercises voting authority in a uniform manner for all the

Adviser's clients, the Committee, in conjunction with a Fund's portfolio

manager, may determine that the Fund's specific circumstances require that its

proxies be voted differently.
D-8
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To assist the Adviser in voting proxies, the Committee has retained

Institutional Shareholder Services ("ISS"). 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 the Adviser by ISS

include in-depth research, voting recommendations (although the Adviser is not

obligated to follow such recommendations), vote execution, and recordkeeping.

ISS will also assist the Fund in fulfilling its reporting and recordkeeping

obligations under the Investment Company Act.
The Adviser's Proxy Voting Procedures also address special circumstances that

can arise in connection with proxy voting. For instance, under the Proxy Voting

Procedures, the Adviser generally will not seek to vote proxies related to

portfolio securities that are on loan, although it may do so under certain

circumstances. In addition, the Adviser will vote proxies related to securities

of foreign issuers only on a best efforts basis and may elect not to vote at

all in certain countries where the Committee determines that the costs

associated with voting generally outweigh the benefits. The Committee may at

any time override these general policies if it determines that such action is

in the best interests of a Fund.
From time to time, the Adviser may be required to vote proxies in respect of an

issuer where an affiliate of the Adviser (each, an "Affiliate"), or a money

management or other client of the Adviser, including investment companies for

which the Adviser provides investment advisory, administrative and/or other

services (each, a "Client"), is involved. The Proxy Voting Procedures and the

Adviser's adherence to those procedures are designed to address such conflicts

of interest. The Committee intends to strictly adhere to the Proxy Voting

Procedures in all proxy matters, including matters involving Affiliates and

Clients. If, however, an issue representing a non-routine matter that is

material to an Affiliate or a widely known Client is involved such that the

Committee does not reasonably believe it is able to follow its guidelines (or

if the particular proxy matter is not addressed by the guidelines) and vote

impartially, 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 the

Adviser's clients.
In the event that the Committee determines not to retain an independent

fiduciary, or it does not follow the advice of such an independent fiduciary,

the Committee may pass the voting power to a subcommittee, appointed by EIPOC

(with advice from the Secretary of the Committee), consisting solely of

Committee members selected by EIPOC. EIPOC shall appoint to the subcommittee,

where appropriate, only persons whose job responsibilities do not include

contact with the Client and whose job evaluations would not be affected by the

Adviser's relationship with the Client (or failure to retain such

relationship). The subcommittee shall determine whether and how to vote all

proxies on behalf of the Adviser's clients or, if the proxy matter is, in their

judgment, akin to an investment decision, to defer to the applicable portfolio

managers, provided that, if the subcommittee determines to alter the Adviser's

normal voting guidelines or, on matters where the Adviser's policy is case-by-

case, does not follow the voting recommendation of any proxy voting service or

other independent fiduciary that may be retained to provide research or advice

to the Adviser on that matter, no proxies relating to the Client may be voted

unless the Secretary, or in the Secretary's absence, the Assistant Secretary of

the Committee concurs that the subcommittee's determination is consistent with

the Adviser's fiduciary duties.
In addition to the general principles outlined above, the Adviser has adopted

voting guidelines with respect to certain recurring proxy issues that are not

expected to involve unusual circumstances. These policies are guidelines only,

and the Adviser may elect to vote differently from the recommendation set forth

in a voting guideline if the Committee determines that it is in a Fund's best

interest to do so. In addition, the guidelines may be reviewed at any time upon

the request of a Committee member and may be amended or deleted upon the vote

of a majority of Committee members present at a Committee meeting at which

there is a quorum.
D-9
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The Adviser has adopted specific voting guidelines with respect to the

following proxy issues:
* Proposals related to the composition of the board of directors of issuers

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 nominee's number of

other directorships, history of representing shareholder interests as a

director of other companies or other factors, to the extent the Committee

deems relevant.
* Proposals related to the selection of an issuer's independent 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.
* Proposals related to management compensation and employee benefits.As a

general matter, the Committee favors disclosure of an issuer's compensation

and benefit policies and opposes excessive compensation, but believes that

compensation matters are normally best determined by an issuer's board of

directors, rather than shareholders. Proposals to "micro-manage" an

issuer's compensation practices or to set arbitrary restrictions on

compensation or benefits will, therefore, generally not be supported.
* Proposals related to requests, principally from management, for approval of

amendments that would alter an issuer's capital structure.As a general

matter, the Committee will support requests that enhance the rights of

common shareholders and oppose requests that appear to be unreasonably

dilutive.
* Proposals related to requests for approval of amendments to an issuer's

charter or by-laws.As a general matter, the Committee opposes poison pill

provisions.
* Routine proposals related to requests regarding the formalities of

corporate meetings.
* Proposals related to proxy issues associated solely with holdings of

investment company shares.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, which the

Investment Company Act envisions will be approved directly by shareholders.
* Proposals related to limiting 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 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.
Information about how a Fund voted proxies relating to securities held in the

Fund's portfolio during the most recent 12 month period ended November 30 is

available without charge (1) at www.blackrock.comand (2) on the Commission's

web site at http://www.sec.gov .
D-10
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BOSTON ADVISORS, LLC.
PROXY VOTING POLICIES AND PROCEDURES
I. INTRODUCTION
Under the investment management contracts between Boston Advisors, LLC. ("BA")

and most of our clients, the client retains exclusive voting authority over the

securities in the client's portfolio and we do not have any role in proxy

voting. BA assumes responsibility for voting proxies when requested by a client

and with respect to clients subject to the Employee Retirement Income Security

Act of 1974 ("ERISA").
II. STATEMENTS OF POLICIES AND PROCEDURES
A. Policy Statement. The Investment Advisers Act of 1940, as amended (the

"Advisers Act"), requires us to, at all times, act solely in the best

interest of our clients. We have adopted and implemented these Proxy Voting

Policies and Procedures, which we believe, are reasonably designed to

ensure that proxies are voted in the best interest of clients, in

accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers

Act.
While retaining final authority to determine how each proxy is voted, BA has

reviewed and determined to follow in most instances the proxy voting policies

and recommendations (the "Guidelines") of Egan-Jones Proxy Services, a proxy

research and consulting firm ("Egan-Jones"). Egan-Jones will track each proxy

that BA is authorized to vote on behalf of our clients and will make a

recommendation to management of BA as how it would vote such proxy in

accordance with the Guidelines. Unless otherwise directed by BA, Egan-Jones

will instruct Proxy-Edge, a proxy voting firm ("Proxy-Edge") to vote on such

matters on our behalf in accordance with its recommendations. BA will monitor

the recommendations from Egan-Jones and may override specific recommendations

or may modify the Guidelines in the future.
We have established these Proxy Voting Policies and Procedures in a manner that

is generally intended to result in us voting proxies with a view to enhance the

value of the securities held in a client's account. The financial interest of

our clients is the primary consideration in determining how proxies should be

voted. In the case of social and political responsibility that we believe do

not primarily involve financial considerations, we shall abstain from voting or

vote against such proposals since it is not possible to represent the diverse

views of our clients in a fair and impartial manner. However, all proxy votes

are ultimately cast on a case-by-case basis, taking into account the foregoing

principal and all other relevant facts and circumstances at the time of the

vote.
B. Conflicts of Interest. If there is determined to be a material conflict

between the interests of our clients on the one hand and our interests

(including those of our affiliates, directors, officers, employees and

other similar persons) on the other hand (a "potential conflict") the

matter shall be considered by management.
Proxy proposals that are "routine," such as uncontested elections of directors,

meeting formalities, and approval of an annual report/financial statements are

presumed not to involve a material conflict of interest. Non-routine proxy

proposals are presumed to involve a material conflict of interest, unless BA

determines that neither BA nor its personnel have such a conflict of interest.

Non-routine proposals would typically include any contested matter, including a

contested election of directors, a merger or sale of substantial assets, a

change in the articles of incorporation that materially affects the rights of

shareholders, and compensation matters for management (e.g., stock option plans

and retirement plans).
D-11
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If BA management determines that BA has a material conflict of interest then we

shall vote the proxy according to the recommendation of Egan-Jones or, if

applicable, the client's proxy voting policies. BA management also reserves the

right to vote a proxy using the following methods:
* We may obtain instructions from the client on how to vote the proxy.
* If we are able to disclose the conflict to the client, we may do so and

obtain the client's consent as to how we will vote on the proposal (or

otherwise obtain instructions from the client on how the proxy should be

voted).
We use commercially reasonable efforts to determine whether a potential

conflict may exist, and a potential conflict shall be deemed to exist if and

only if one or more of our senior investment staff actually knew or reasonably

should have known of the potential conflict.
C. Limitations on Our Responsibilities
1. Limited Value. We may abstain from voting a client proxy if we conclude

that the effect on client's economic interests or the value of the

portfolio holding is indeterminable or insignificant.
2. Unjustifiable Costs. We may abstain from voting a client proxy for cost

reasons (e.g., costs associated with voting proxies of non-U.S.

securities). In accordance with our fiduciary duties, we weigh the costs

and benefits of voting proxy proposals relating to foreign securities and

make an informed decision with respect to whether voting a given proxy

proposal is prudent. Our decision takes into account the effect that the

vote of our clients, either by itself or together with other votes, is

expected to have on the value of our client's investment and whether this

expected effect would outweigh the cost of voting.
3. Special Client Considerations.
a. Mutual Funds. We vote proxies of our mutual fund clients subject to the

funds' applicable investment restrictions.
b. ERISA Accounts. With respect our ERISA clients, we vote proxies in

accordance with our duty of loyalty and prudence, compliance with the plan

documents, as well as our duty to avoid prohibited transactions.
4. Client Direction. If a client has a proxy-voting policy and instructs us to

follow it, we will comply with that policy upon receipt except when doing

so would be contrary to the client's economic interests or otherwise

imprudent or unlawful. As a fiduciary to ERISA clients, we are required to

discharge our duties in accordance with the documents governing the plan

(insofar as they are consistent with ERISA), including statements of proxy

voting policy. We will, on a best efforts basis, comply with each client's

proxy voting policy. If client policies conflict, we may vote proxies to

reflect each policy in proportion to the respective client's interest in

any pooled account (unless voting in such a manner would be imprudent or

otherwise inconsistent with applicable law).
D. Disclosure. A client for which we are responsible for voting proxies may

obtain information from us, via Egan-Jones and Proxy Edge records,

regarding how we voted the client's proxies. Clients should contact their

account manager to make such a request.
E. Review and Changes. We shall from time to time review these Proxy Voting

Policies and Procedures and may adopt changes based upon our experience,

evolving industry practices and developments in applicable laws and

regulations. Unless otherwise agreed to with a client, we may change these

Proxy Voting Policies and Procedures from time to time without notice to,

or approval by, any client. Clients may request a current version of our

Proxy Voting Policies and Procedures from their account manager.
D-12
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F. Delegation. We may delegate our responsibilities under these Proxy Voting

Policies and Procedures to a third party, provided that we retain final

authority and fiduciary responsibility for proxy voting. If we so delegate

our responsibilities, we shall monitor the delegate's compliance with these

Proxy Voting Policies and Procedures.

G. Maintenance of Records. We maintain at our principal place of business the

records required to be maintained by us with respect to proxies in

accordance with the requirements of the Advisers Act and, with respect to

our fund clients, the Investment Company Act of 1940. We may, but need not,

maintain proxy statements that we receive regarding client securities to

the extent that such proxy statements are available on the SEC's EDGAR

system. We may also rely upon a third party, such as Egan-Jones or Proxy

Edge to maintain certain records required to be maintained by the Advisers

Act.
III. EGAN-JONES PROXY VOTING PRINCIPLES AND GUIDELINES
Attached as Appendix A is the Proxy Voting Principles and Guidelines of Egan-

Jones Proxy Services.
Appendix A
EGAN-JONES PROXY SERVICES
PROXY VOTING
PRINCIPLES AND GUIDELINES
Egan-Jones Proxy Voting Principles
Introduction
Our Proxy Voting Principles serve as the background for our Proxy Voting

Guidelines, which, in turn, act as general guidelines for the specific

recommendations that we make with respect to proxy voting. It is important to

recognize that such principles are not intended to dictate but guide. Certain

of the principles may be inappropriate for a given company, or in a given

situation. Additionally, the principles are evolving and should be viewed in

that light. Our principles are and will be influenced by current and

forthcoming legislation, rules and regulations, and stock exchange rules.

Examples include:
* the Sarbanes-Oxley Act of 2002 and implementing rules promulgated by the

U.S. Securities & Exchange Commission
* revised corporate governance listing standards of the New York Stock

Exchange and resulting SEC rules
* corporate governance reforms and subsequent proposed rule filings made with

the SEC by The NASDAQ Stock Market, Inc. and resulting SEC rules
In general:
* Directors should be accountable to shareholders, and management should be

accountable to directors.
* Information on the Company supplied to shareholders should be transparent.
* Shareholders should be treated fairly and equitably according to the

principle of one share, one vote.
Principles
A. Director independence
It is our view that:
* A two-thirds majority of the Board should be comprised of independent

directors.
* Independent directors should meet alone at regularly scheduled meetings, no

less frequently than semi-annually, without the Chief Executive Officer or

other non-independent directors present.
D-13
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* When the Chairman of the Board also serves as the company's Chief Executive

Officer, the Board should designate one independent director to act as a

leader to coordinate the activities of the other independent directors.

* Committees of the Board dealing with the following responsibilities should

consist only of independent directors: audit, compensation, nomination of

directors, corporate governance, and compliance.
* No director should serve as a consultant or service provider to the

Company.
* Director compensation should be a combination of cash and stock in the

company, with stock constituting a significant component.
In our opinion, an independent director, by definition, has no material

relationship with the Company other than his or her directorship. This avoids

the potential for conflict of interest. Specifically such director:
* should not have been employed by the Company or an affiliate within the

previous five years;
* should not be, and should not be affiliated with, a company that is an

adviser or consultant to the Company or affiliate, or to a member of the

Company's senior management;
* should not be affiliated with a significant customer or supplier of the

Company or affiliate;
* should have no personal services contract with the Company or affiliate, or

a member of senior management;
* should not be affiliated with a not-for-profit organization that receives

significant contributions from the Company or affiliate;
* within the previous five years, should not have had any business

relationship with the Company or affiliate which required disclosure in the

Company's Form 10-K;
* should not be employed by a public company at which an executive officer of

the Company serves as a director;
* should not be a member of the immediate family of any person described

above.
B. Board operating procedures
* The Board should adopt a written statement of its governance principles,

and regularly re-evaluate them.
* Independent directors should establish performance criteria and

compensation incentives for the Chief Executive Officer, and regularly

review his or her performance against such criteria. Such criteria should

align the interests of the CEO with those of shareholders, and evaluate the

CEO against peer groups.
* The independent directors should be provided access to professional

advisers of their own choice, independent of management.
* The Board should have a CEO succession plan, and receive periodic reports

from management on the development of other members of senior management.
* Directors should have access to senior management through a designated

liaison person.
* The Board should periodically review its own size, and determine the

appropriate size.
C. Requirements for individual directors
We recommend that:
* The Board should provide guidelines for directors serving on several Boards

addressing competing commitments.
D-14
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* The Board should establish performance criteria for itself and for

individual directors regarding director attendance, preparedness, and

participation at meetings of the Board and of committees of the Board, and

directors should perform satisfactorily in accordance with such criteria in

order to be re-nominated.

D. Shareholder rights
* A simple majority of shareholders should be able to amend the company's

bylaws, call special meetings, or act by written consent.
* In the election of directors, there should be multiple nominees for each

seat on the Board.
* "Greenmail" should be prohibited.
* Shareholder approval should be required to enact or amend a "poison pill"

(i.e., "shareholder rights") plan.
* Directors should be elected annually.
* The Board should ordinarily implement a shareholder proposal that is

approved by a majority of proxy votes.
* Shareholders should have effective access to the director nomination

process.
Egan-Jones Proxy Voting Guidelines
Consistent with the above-listed principles, the proxy voting guidelines

outlined below are written to guide the specific recommendations that we make

to our clients. Ordinarily, we do not recommend that clients ABSTAIN on votes;

rather, we recommend that they vote FOR or AGAINST proposals (or, in the case

of election of directors, that they vote FOR ALL nominees, AGAINST the

nominees, or that they WITHHOLD votes for certain nominees). In the latter

instance, the recommendation on our report takes the form ALL, EXCEPT FOR and

lists the nominees from whom votes should be withheld.
Whether or not the guideline below indicates "case-by-case basis," every case

is examined to ensure that the recommendation is appropriate.
Board of Directors
Election of Directors in Uncontested Elections
Case-by-case basis, examining composition of board and key board committees,

attendance history, corporate governance provisions and takeover activity,

long-term company financial performance relative to a market index, directors'