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

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

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.(K)(2)’ — Form of Fund Accounting Agreement

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

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                            FUND ACCOUNTING AGREEMENT
                            -------------------------

     AGREEMENT made as of this 6th day of December, 2004 by and between
BlackRock Global Energy and Resources Trust, a Delaware statutory trust having
its principal place of business at 100 Bellevue Parkway, Wilmington, Delaware
19809 (hereinafter called the "Fund") and The Bank of New York, a New York
corporation authorized to do a banking business, having its principal place of
business at One Wall Street, New York, New York 10286 (hereinafter called the
"Bank").

                              W I T N E S S E T H:
                              --------------------

     In consideration of the mutual agreements herein contained, the Fund and
the Bank hereby agree as follows:

     1. The Fund hereby appoints the Bank to perform the duties hereinafter set
forth.

     2. The Bank hereby accepts appointment and agrees to perform the duties
hereinafter set forth.

     3. Subject to the provisions of paragraphs 4 and 5 below, the Bank shall
compute the net asset value per share of the Fund and the average weekly managed
assets of the Fund (as that term is defined in the Fund's Registration Statement
on Form N-2) and shall value the securities held by the Fund (the "Securities")
at such times and dates and in the manner specified in the then currently
effective Prospectus of the Fund, except that notwithstanding any language in
the Prospectus, in no event shall the Bank be required to determine, or have any
obligations with respect to, whether a bid, offer, or market value for a
security supplied by a vendor described in paragraph 9 below represents any fair
or true value, nor shall the Bank have any duty or obligation to adjust any
value supplied by any such vendor to reflect any events or announcements,
including, without limitation, those with respect to the issuer of such
security, nor any lapse of time, it being agreed that all such determinations
and considerations shall be solely for the

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Fund. The Fund understands and acknowledges that certain bid, offer, or market
values supplied by a vendor described in paragraph 9 below may not reflect
actual market values nor market values necessarily appropriate for the
calculation of net asset value.

     4. To the extent valuation of Securities or computation of the Fund's net
asset value in the manner specified in the Fund's then currently effective
Prospectus is at any time inconsistent with any applicable laws or regulations,
the Fund shall immediately so notify the Bank in writing and thereafter shall
either furnish the Bank at all appropriate times with the values of such
Securities and the Fund's net asset value, or subject to the prior approval of
the Bank, instruct the Bank in writing to value Securities and compute the
Fund's net asset value in a manner which the Fund then represents in writing to
be consistent with all applicable laws and regulations. The Fund may also from
time to time, subject to the prior approval of the Bank, instruct the Bank in
writing to compute the value of the Securities or the Fund's net asset value in
a manner other than as specified in paragraph 3 of this Agreement. By giving
such instruction, the Fund shall be deemed to have represented that such
instruction is consistent with all applicable laws and regulations and the then
currently effective Prospectus of the Fund. The Fund shall have sole
responsibility for determining the method of valuation of Securities and the
method of computing the Fund's net asset value.

     5. The Fund shall furnish the Bank with any and all instructions,
explanations, information, specifications and documentation deemed necessary by
the Bank in the performance of its duties hereunder, including, without
limitation, the amounts or written formula for calculating the amounts and times
of accrual of Fund liabilities and expenses. The Bank shall not be required to
include as Fund liabilities and expenses, nor as a reduction of net asset value,
any accrual for any federal, state, or foreign income taxes unless the Fund
shall have specified to the Bank the precise amount of the same to be included
in liabilities and expenses or used to reduce net asset value. The Fund shall
also furnish the Bank with bid, offer, or market values of Securities if the
Bank notifies the Fund that same are not available to the Bank from a security
pricing or similar service utilized, or subscribed to, by the Bank which the
Bank in its judgment

                                       -2-

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deems reliable at the time such information is required for calculations
hereunder. At any time and from time to time, the Fund also may furnish the Bank
with bid, offer, or market values of Securities and instruct the Bank to use
such information in its calculations hereunder. The Bank shall at no time be
required or obligated to commence or maintain any utilization of, or
subscriptions to, any securities pricing or similar service.

     6. The Bank shall advise the Fund, the Fund's custodian and the Fund's
transfer agent of the net asset value of the Fund upon completion of the
computations required to be made by the Bank pursuant to this Agreement.

     7. The Bank shall, as agent for the Fund, maintain and keep current the
books, accounts and other documents, if any, listed in Appendix A hereto and
made a part hereof, as such Appendix A may be amended from time to time, and
preserve any such books, accounts and other documents in accordance with the
applicable provisions of Rule 31a-2 of the General Rules and Regulations under
the Investment Company Act of 1940, as amended (the "Rules"). Such books,
accounts and other documents shall be made available upon reasonable request for
inspection by officers, employees and auditors of the Fund during the Bank's
normal business hours.

     8. All records maintained and preserved by the Bank pursuant to this
Agreement which the Fund is required to maintain and preserve in accordance with
the above-mentioned Rules shall be and remain the property of the Fund and shall
be surrendered to the Fund promptly upon request in the form in which such
records have been maintained and preserved. Upon reasonable request of the Fund,
the Bank shall provide in hard copy or on micro-film, whichever the Bank shall
elect, any records included in any such delivery which are maintained by the
Bank on a computer disc, or are similarly maintained, and the Fund shall
reimburse the Bank for its expenses of providing such hard copy or micro-film.

     9. The Bank, in performing the services required of it under the terms of
this Agreement, shall be entitled to rely fully on the accuracy and validity of
any and all instructions, explanations, information, specifications and
documentation furnished to it

                                       -3-

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by the Fund are reasonably believed to be genuine and shall have no duty or
obligation to review the accuracy, validity or propriety of such instructions,
explanations, information, specifications or documentation, including, without
limitation, evaluations of Securities; the amounts or formula for calculating
the amounts and times of accrual of the Fund's liabilities and expenses; the
amounts receivable and the amounts payable on the sale or purchase of
Securities; and amounts receivable or amounts payable for the sale or repurchase
of Fund shares effected by or on behalf of the Fund. In the event the Bank's
computations hereunder rely, in whole or in part, upon information, including,
without limitation, bid, offer or market values of Securities or other assets,
or accruals of interest or earnings thereon, from a pricing or similar service
utilized, or subscribed to, by the Bank which the Bank in its judgment deems
reliable, the Bank shall not be responsible for, under any duty to inquire into,
or deemed to make any assurances with respect to, the accuracy or completeness
of such information provided that an officer of the Fund has advised the Bank in
writing that such pricing service has been pre-approved by the Fund's Board of
Trustees.

     10. The Bank shall not be required to inquire into any valuation of
Securities or other assets by the Fund or any third party described in preceding
paragraph 9 hereof, even though the Bank in performing services similar to the
services provided pursuant to this Agreement for others may receive different
valuations of the same or different securities of the same issuers.

     11. The Bank, in performing the services required of it under the terms of
this Agreement, shall not be responsible for determining whether any interest
accruable to the Fund is or will be actually paid, but will accrue such interest
until otherwise instructed by the Fund.

     12. The Bank shall not be responsible for delays or errors which occur by
reason of circumstances beyond its control in the performance of its duties
under this Agreement resulting from mechanical breakdowns, flood or catastrophe,
acts of God, failures of transportation, communication or power supply, or other
similar

                                      -4-

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circumstances. Nor shall the Bank be responsible for delays or failures to
supply the information or services specified in this Agreement where such delays
or failures are caused by the failure of any person(s) other than the Bank to
supply any instructions, explanations, information, specifications or
documentation deemed necessary by the Bank in the performance of its duties
under this Agreement.

     13. No provision of this Agreement shall prevent the Bank from offering
services similar or identical to those covered by this Agreement to any other
corporations, associations or entities of any kind. Any and all operational
procedures, techniques and devices developed by the Bank in connection with the
performance of its duties and obligations under this Agreement, including those
developed in conjunction with the Fund, shall be and remain the property of the
Bank, and the Bank shall be free to employ such procedures, techniques and
devices in connection with the performance of any other contract with any other
person whether or not such contract is similar or identical to this Agreement.

     14. The Bank may, with respect to questions of law, apply to and obtain the
advice and opinion of counsel to the Fund or its own counsel and shall be
entitled to rely on the advice or opinion of such counsel.

     15. Bank shall send to the Fund reports on its systems of internal controls
as the Fund may reasonably request from time to time.

     16. The Bank shall be entitled to rely upon any oral instructions received
by the Bank and reasonably believed by the Bank to be given by or on behalf of
the Fund, even if the Bank subsequently receives written instructions
contradicting such oral instructions. The books and records of the Bank with
respect to the content of any oral instruction shall be binding and conclusive.

     17. Notwithstanding any other provision contained in this Agreement, the
Bank shall have no duty or obligation with respect to, including, without
limitation, any duty or obligation to determine, or advise or notify the Fund
of: (a) the taxable nature of

                                      -5-

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any distribution or amount received or deemed received by, or payable to, the
Fund; (b) the taxable nature or effect on the Fund or its shareholders of any
corporate actions, class actions, tax reclaims, tax refunds, or similar events;
(c) the taxable nature or taxable amount of any distribution or dividend paid,
payable or deemed paid, by the Fund to its shareholders; or (d) the effect under
any federal, state, or foreign income tax laws of the Fund making or not making
any distribution or dividend payment, or any election with respect thereto.

     18. The Bank shall not be liable for any loss, damage or expense, including
counsel fees and other costs and expenses of a defense against any claim or
liability, resulting from, arising out of, or in connection with its performance
hereunder, including its actions or omissions, the incompleteness or inaccuracy
of any specifications or other information furnished by the Fund, or for delays
caused by circumstances beyond the Bank's control as specified in paragraph 12,
unless such loss, damage or expense arises out of the negligence or willful
misconduct of the Bank. In no event shall the Bank be liable to the Company or
any third party for special, indirect, or consequential damages, or for lost
profits or loss of business, arising under or in connection with this Agreement,
even if previously informed of the possibility of such damages and regardless of
the form of action.

     19. Without limiting the generality of the foregoing, the Fund shall
indemnify the Bank against and save the Bank harmless from any loss, damage or
expense, including counsel fees and other costs and expenses of a defense
against any claim or liability, arising from any one or more of the following:

          (a) Errors in records or instructions, explanations, information,
specifications or documentation of any kind, as the case may be, supplied to the
Bank by any third party described in preceding paragraph 9 hereof or by or on
behalf of the Fund;

          (b) Action or inaction taken or omitted to be taken by the Bank
pursuant to written or oral instructions of the Fund or otherwise without
negligence or willful misconduct;

                                      -6-

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          (c) Any action taken or omitted to be taken by the Bank in good faith
in accordance with an opinion of counsel for the Fund or its own counsel;

          (d) Any improper use by the Fund or its agents, or investment advisor
of any valuations or computations supplied by the Bank pursuant to this
Agreement;

          (e) The method of valuation of the Securities and the method of
computing the Fund's net asset value; or

          (f) Any valuations of Securities or net asset value provided by the
Fund.

     20. In consideration for all of the services to be performed by the Bank as
set forth herein the Bank shall be entitled to receive reimbursement for all
out-of-pocket expenses and such compensation as may be agreed upon in writing
from time to time between the Bank and the Fund.

     21. Attached hereto as Appendix B is a list of persons duly authorized by
the Board of Trustees of the Fund to execute this Agreement and give any written
or oral instructions, or written or oral specifications, by or on behalf of the
Fund. From time to time the Fund may deliver a new Appendix B to add or delete
any person and the Bank shall be entitled to rely on the last Appendix B
actually received by the Bank.

     22. The Fund represents and warrants to the Bank that it has all requisite
power to execute and deliver this Agreement, to give any written or oral
instructions contemplated hereby, and to perform the actions or obligations
contemplated to be performed by it hereunder, and has taken all necessary action
to authorize such execution, delivery, and performance.

     23. This Agreement shall not be assignable by the Fund without the prior
written consent of the Bank, or by the Bank without the prior written consent of
the Fund.

     24. Either of the parties hereto may terminate this Agreement by giving the

                                      -7-

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other party a notice in writing specifying the date of such termination, which
shall not be less than thirty (30) days after the date of giving of such notice.
Upon the date set forth in such notice, the Bank shall deliver to the Fund all
records then the property of the Fund and, upon such delivery, the Bank shall be
relieved of all duties and responsibilities under this Agreement.

     25. This Agreement may not be amended or modified in any manner except by
written agreement executed on behalf of both parties hereto.

     26. This Agreement is executed in the State of New York and all laws and
rules of construction of the State of New York (other than those relating to
choice of laws) shall govern the rights, duties and obligations of the parties
hereto. The Fund and the Bank hereby consent to the exclusive jurisdiction of a
state or federal courts situated in New York City, New York in connection with
any dispute arising hereunder. The Fund hereby irrevocably waives, to the
fullest extent permitted by applicable law, any objection which it may now or
hereafter have to the laying of venue of any such preceding brought in such a
court and any claim that such proceeding brought in such a court has been
brought in an inconvenient form. The Fund and the Bank each hereby irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to this Agreement.

     27. The performance and provisions of this Agreement are intended to
benefit only the Bank and the Fund, and no rights shall be granted to any other
person by virtue of this Agreement.

                                      -8-

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.

                                             BLACKROCK GLOBAL ENERGY AND
                                             RESOURCES TRUST

                                             By: _______________________________
                                                 Name:  Henry Gabbay
                                                 Title:    Treasurer
Attest:
_______________________________
Name:  Vincent Tritto
Title:  Secretary
                                             THE BANK OF NEW YORK

                                             By: _______________________________
                                                 Name:
                                                 Title:

Attest:

_______________________________
Name:
Title:

                                      -9-

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                     APPENDIX A TO FUND ACCOUNTING AGREEMENT
                                     BETWEEN
                              THE BANK OF NEW YORK
                                       AND
                   BLACKROCK GLOBAL ENERGY AND RESOURCES TRUST

     I._______The Bank of New York (the "Bank"), as agent for BlackRock Global
Energy and Resources Trust (the "Fund"), shall maintain the following records
for the Fund on a daily or weekly basis

                    1.  Daily report of priced portfolio securities

                    2.  Statement of daily net asset value per share

                    3.  Statement of average weekly managed assets of the Fund

                    4.  Daily trial balance/general ledger

                    5.  Daily unrealized report

II. The Bank shall maintain the following records for the Fund on a monthly
basis:

                    1.  General Ledger

                    2.  General Journal

                    3.  Cash Receipts Journal

                    4.  Cash Disbursements Journal

                    5.  Subscriptions Journal

                    6.  Redemptions Journal

                    7.  Accounts Receivable Reports

                    8.  Accounts Payable Reports

                    9.  Open Subscriptions/Redemption Reports

                    10. Transaction (Securities) Journal

                    11. Broker Net Trades Reports

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                    12. Track average net assets to verify the monthly Advisor
                        fee

                    13. Wash Sale Schedules

                    14. Monthly Income Statements (over under distributions)

                    15. Monthly Portfolio Valuation and Holdings Report - shares
                        and market value, I believe they are calling this a
                        holdings ledger we need this monthly not quarterly.

     III. The Bank shall prepare a Holdings Ledger on a quarterly basis, and a
Buy-Sell Ledger (Broker's Ledger) on a semiannual basis for the Fund. Schedule D
shall be produced on an annual basis for the Fund.

     The above reports may be printed according to any other required frequency
to meet the requirements of the Internal Revenue Service, The Securities and
Exchange Commission and the Fund's Auditors.

     IV. For internal control over financial reporting purposes, the Bank uses
the Account Journals produced by The Bank of New York Custody System to record
daily settlements of the following for each Series:

                    1. Securities bought

                    2. Securities sold

                    3. Interest received

                    4. Dividends received

                    5. Capital stock sold

                    6. Capital stock redeemed

                    7. Other income and expenses

     All portfolio purchases for the Fund are recorded to reflect expected
maturity value and total cost including any prepaid interest.

                                       -2-

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                                   APPENDIX B

     I, the Secretary of BlackRock Global Energy and Resources Trust, of
Delaware statutory trust (the "Fund"), do hereby certify that:

     The following individuals serve in the following positions with the Fund,
and each has been duly elected or appointed by the Board of Trustees of the Fund
to each such position and qualified therefor in conformity with the Fund's
Declaration of Trust and By-Laws, and the signatures set forth opposite their
respective names are their true and correct signatures. Each such person is
authorized to give written or oral instructions or written or oral
specifications by or on behalf of the Fund to the Bank.

Name                       Position                      Signature

_______________________    __________________________    _______________________

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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.(K)(2)’

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.(K)(2)’ — Form of Fund Accounting Agreement

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

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