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

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

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  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.(P)’   —   Subscription Agreement

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

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                             SUBSCRIPTION AGREEMENT

                  THIS SUBSCRIPTION AGREEMENT is entered into as of the 6th day
of December, 2004, between BlackRock Global Energy and Resources Trust, a
statutory trust organized and existing under the laws of Delaware (the "Trust"),
and BlackRock Funding, Inc. (the "Purchaser").

                  THE PARTIES HEREBY AGREE AS FOLLOWS:

                  1. PURCHASE AND SALE OF THE SHARES

                  1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and
conditions of this Agreement, the Trustees agree to sell to the Purchaser, and
the Purchaser agrees to purchase from the Trustees 4,817 common shares of
beneficial interest, par value $0.001, representing undivided beneficial
interests in the Trust (the "Shares") at a price per Share of $23.875 for an
aggregate purchase price of $115,006.

                  2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.
The Purchaser hereby represents and warrants to, and covenants for the benefit
of, the Trust that:

                  2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made
by the Trustees with the Purchaser in reliance upon the Purchaser's
representation to the Trustees, which by the Purchaser's execution of this
Agreement the Purchaser hereby confirms, that the Shares are being acquired for
investment for the Purchaser's own account, and not as a nominee or agent and
not with a view to the resale or distribution by the Purchaser of any of the
Shares, and that the Purchaser has no present intention of selling, granting any
participation in, or otherwise distributing the Shares, in either case in
violation of any securities registration requirement under applicable law, but
subject nevertheless, to any requirement of law that the disposition of its
property shall at all times by within its control. By executing this Agreement,
the Purchaser further represents that the Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to any of the
Shares.

                                       1


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                  2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that it
can bear the economic risk of the investment for an indefinite period of time
and has such knowledge and experience in financial and business matters (and
particularly in the business in which the Trust operates) as to be capable of
evaluating the merits and risks of the investment in the Shares. The Purchaser
is an "accredited investor" as defined in Rule 501(a) of Regulation D under the
Securities Act of 1933 (the "1933 Act").

                  2.3 RESTRICTED SECURITIES. The Purchaser understands that the
Shares are characterized as "restricted securities" under the United States
securities laws inasmuch as they are being acquired from the Trustees in a
transaction not involving a public offering and that under such laws and
applicable regulations such Shares may be resold without registration under the
1933 Act only in certain circumstances. In this connection, the Purchaser
represents that it understands the resale limitations imposed by the 1933 Act
and is generally familiar with the existing resale limitations imposed by Rule
144.

                  2.4 FURTHER LIMITATIONS ON DISPOSITION. The Purchaser further
agrees not to make any disposition directly or indirectly of all or any portion
of the Shares unless and until:

                  (a) There is then in effect a registration statement under the
1933 Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or

                  (b) The Purchaser shall have furnished the Trustees with an
opinion of counsel, reasonably satisfactory to the Trustees, that such
disposition will not require registration of such Shares under the 1933 Act.

                  (c) Notwithstanding the provisions of subsections (a) and (b)
above, no such registration statement or opinion of counsel shall be necessary
for a transfer by the Purchaser to any affiliate of the Purchaser, if the
transferee agrees in writing to be subject to the terms hereof to the same
extent as if it were the original Purchaser hereunder.

                  2.5 LEGENDS. It is understood that the certificate evidencing
the Shares may bear either or both of the following legends:

                  (a) "These securities have not been registered under the
Securities Act of 1933. They may not be sold, offered for sale, pledged or
hypothecated in the

                                       2


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absence of a registration statement in effect with respect to the Shares under
such Act or an opinion of counsel reasonably satisfactory to the Trustees of
BlackRock Global Energy and Resources Trust that such registration is not
required."

                  (b) Any legend required by the laws of any other applicable
jurisdiction.

                  The Purchaser and the Trustees agree that the legend contained
in the paragraph (a) above shall be removed at a holder's request when they are
no longer necessary to ensure compliance with federal securities laws.

                  2.6 COUNTERPARTS. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

                                       3


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                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                                              BLACKROCK GLOBAL ENERGY
                                              AND RESOURCES TRUST

                                              By:_______________________________
                                                   Name:  Anne F. Ackerley
                                                   Title: Vice President

                                              BLACKROCK FUNDING, INC.

                                              By:_______________________________
                                                   Name:  Anne F. Ackerley
                                                   Title: Managing Director

                                       4
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Filing Submission 0000950136-04-004478   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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