SEC Info - BlackRock Energy & Resources Trust, et al. - ‘N-2/A’ on 12/22/04

SEC Info℠

Home

Help

Please Sign In

BlackRock Energy & Resources Trust, et al. – ‘N-2/A’ on 12/22/04 – ‘EX-99.(R)(1)’

On: Wednesday, 12/22/04, at 8:59am ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 950136-4-4478 · File #s: 811-21656, 333-119876

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/22/04  BlackRock Energy & Resources Tr   N-2/A¶                19:1.5M                                   Capital Systems 01/FA
          BlackRock Global Energy & Resources Trust

Pre-Effective Amendment to Registration Statement by a Closed-End Investment Company — Form N-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-2/A       Pre-Effective Amendment No. 3                       HTML    685K 
19: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      2K 
 2: EX-99.(D)   Form of Specimen Certificate                        HTML     11K 
 3: EX-99.(E)   Dividend Reinvestment Plan                          HTML     16K 
 4: EX-99.(G)(1)  Investment Management Agreement                   HTML     35K 
 5: EX-99.(G)(2)  Sub-Investment Advisory Agreement                 HTML     45K 
 6: EX-99.(H)   Form of Underwriter Agreement                       HTML    129K 
 7: EX-99.(I)   Form of Amended & Restated Deferred Comp. Plan      HTML     47K 
 8: EX-99.(J)(1)  Custody Agreement                                 HTML     73K 
 9: EX-99.(J)(2)  Form of Foreign Custody Manager Agreement         HTML     21K 
10: EX-99.(K)(1)  Form of Stock Transfer Agency Agreement           HTML     48K 
11: EX-99.(K)(2)  Form of Fund Accounting Agreement                 HTML     28K 
12: EX-99.(L)   Opinion of Skadden Arps                             HTML     16K 
13: EX-99.(N)   Independent Auditor's Consent                       HTML      9K 
14: EX-99.(P)   Subscription Agreement                              HTML     13K 
15: EX-99.(R)(1)  Blackrock Closed End Trusts Code of Ethics        HTML     29K 
16: EX-99.(R)(2)  Employee Investment Transaction Policy            HTML    104K 
17: EX-99.(R)(3)  Code of Ethics of the Pnc Financial Services      HTML     45K 
                Group                                                            
18: EX-99.(R)(4)  Code of Ethics of the Pnc Financial Services      HTML    233K 
                Group

‘EX-99.(R)(1)’ — Blackrock Closed End Trusts Code of Ethics

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-99.(R)(1)	1st Page of 15	TOC	↑Top	Previous	Next	↓Bottom	Just 1st


EX-99.(R)(1) 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
                         THE BLACKROCK CLOSED END TRUSTS
                                 CODE OF ETHICS

I.       Introduction.

         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.

         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:

EX-99.(R)(1) 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
         1. "Access Person" means any trustee, officer or "advisory person" of
the Trusts. A list of the Trust*s Access Persons who are officers and trustees
of the Trusts 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 advisor 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.

--------
* [NB: CONSIDER LIMITING TO NON-BLACKROCK OPEN-END FUNDS.]

                                       2

EX-99.(R)(1) 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
         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.

         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
IV. and V. below.

IV.      Prohibitions; Exemptions.

         1. Prohibited Purchases and Sales.

         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

                                       3

EX-99.(R)(1) 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
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.

         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.

         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:

                                       4

EX-99.(R)(1) 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
         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.

         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.

II.      Reporting.

         1. Initial Holdings Reports.

         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

                                       5

EX-99.(R)(1) 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
                (iii) the date that the report is submitted by the Access
Person.

         2. Quarterly Reporting.

         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 of the Covered Security 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:

                                       6

EX-99.(R)(1) 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
         (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.

         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.

         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,

                                       7

EX-99.(R)(1) 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
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.

         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

                                       8

EX-99.(R)(1) 10th Page of 15 TOC 1st Previous Next ↓Bottom Just 10th
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.

         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.

         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.

         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.

                                       9

EX-99.(R)(1) 11th Page of 15 TOC 1st Previous Next ↓Bottom Just 11th
VII.     Sanctions.

         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 22, 2003

                                       10

EX-99.(R)(1) 12th Page of 15 TOC 1st Previous Next ↓Bottom Just 12th
                                   Appendix 1
                                   ----------

               Rule 17j-l under the Investment Company Act of 1940
               ---------------------------------------------------

                                      A-1

EX-99.(R)(1) 13th Page of 15 TOC 1st Previous Next ↓Bottom Just 13th
                                   Appendix 2
                                   ----------

                 The following are "Access Persons" for purposes of the
foregoing Code of Ethics:

NAME                                          TITLE
----                                          -----

TRUSTEES

Ralph L. Schlosstein                          Chairman/Trustee
Andrew F. Brimmer                             Trustee
Richard E. Cavanagh                           Trustee
Kent Dixon                                    Trustee
Frank J. Fabozzi                              Trustee
Robert S. Kapito                              Trustee
James Clayburn La Force, Jr.                  Trustee
Walter F. Mondale                             Trustee

OFFICERS
--------

Robert S. Kapito                              President
Kevin Klingert                                Vice President (Municipals Only)
Anne Ackerley                                 Vice President
Richard M. Shea                               Vice President/Tax
Henry Gabbay                                  Treasurer
James Kong                                    Assistant Treasurer
Vincent Tritto                                Secretary
Brian Kindelan                                Assistant Secretary

                                      A-2

EX-99.(R)(1) 14th Page of 15 TOC 1st Previous Next ↓Bottom Just 14th
                                   Appendix 3
                                   ----------

           Rule 16a-l(a)(2) under the Securities Exchange Act of 1934
           ----------------------------------------------------------

                                      A-3

EX-99.(R)(1) Last Page of 15 TOC 1st Previous Next ↓Bottom Just 15th
                                   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 22, 2003, 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., 40 East
52nd Street, New York, NY 10022, and retain the other copy, together with a copy
of the Code of Ethics, for your records.

                                      A-4

EX-99.(R)(1)	2nd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-99.(R)(1)	3rd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-99.(R)(1)	4th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 4th

EX-99.(R)(1)	5th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 5th

EX-99.(R)(1)	6th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 6th

EX-99.(R)(1)	7th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 7th

EX-99.(R)(1)	8th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 8th

EX-99.(R)(1)	9th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 9th

EX-99.(R)(1)	10th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 10th

EX-99.(R)(1)	11th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 11th

EX-99.(R)(1)	12th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 12th

EX-99.(R)(1)	13th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 13th

EX-99.(R)(1)	14th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 14th

EX-99.(R)(1)	Last Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 15th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘N-2/A’ Filing	Date	First	Last	Other Filings

Filed on:	12/22/04			CERTNYS, N-2MEF
	5/22/03	11	15
				List all Filings

↑Top

Filing Submission 0000950136-04-004478 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

BlackRock Energy & Resources Trust, et al. – ‘N-2/A’ on 12/22/04 – ‘EX-99.(R)(1)’

On: Wednesday, 12/22/04, at 8:59am ET · Private-to-Public: Document/Exhibit ¶ – Release Delayed · Accession #: 950136-4-4478 · File #s: 811-21656, 333-119876

Previous ‘N-2’: ‘N-2/A’ on 11/24/04 · Latest ‘N-2’: This Filing

Pre-Effective Amendment to Registration Statement by a Closed-End Investment Company — Form N-2Filing Table of Contents

‘EX-99.(R)(1)’ — Blackrock Closed End Trusts Code of Ethics

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

On: Wednesday, 12/22/04, at 8:59am ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 950136-4-4478 · File #s: 811-21656, 333-119876

Pre-Effective Amendment to Registration Statement by a Closed-End Investment Company — Form N-2
Filing Table of Contents