November 18, 2004
Edward J. Meehan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
RE: BlackRock Global Energy and Resources Trust
333-119876 and 811-21656
Dear Mr. Meehan:
We have reviewed the registration statement on Form N-2 for
the
BlackRock Global Energy and Resources Trust, filed with the
Securities and Exchange Commission on October 21, 2004. We have
the
following comments:
PROSPECTUS
1. Please note that a comment given in one section also should be
complied with throughout the registration statement.
Cover Page
2. On the cover page it states, "Initially, the Trust expects to
invest in issuers located in approximately __ countries, including
the United States." Please disclose the Trust`s policy on
investment
in the number of countries other than the "initial stage" (i.e.
under
normal market conditions). In addition, please clarify the
Trust`s
commitment to invest "Globally" (i.e. in a minimum number of
countries and a minimum % of net assets).
3. Pursuant to Item 1 of Form N-2, please make prominent the
statement that (1) the Trust has no prior history and (2) the
tendency of closed-end fund shares to trade frequently at a
discount
from net asset value and the risk of loss this creates for
investors
purchasing shares in the initial public offering.
Prospectus Summary
4. The investment objective of the Trust is "to provide total
return
through a combination of current income and capital appreciation."
Please explain supplementally how a strategy of investing in
equity
securities of energy and natural resources companies will meet the
Trust`s objective of "current income".
5. Please disclose the Trust`s intention (if any) to borrow money,
issue preferred shares, or engage in any other leverage strategy
in
the prospectus summary and elsewhere as appropriate.
6. Under the heading "Distributions" it states, "To permit the
Trust
to maintain a more stable quarterly distribution, the Trust may
from
time to time distribute less than the entire amount of income
earned
in a particular period. The undistributed income would be
available
to supplement future distributions. As a result, the
distributions
paid by the Trust for any particular quarterly period may be more
or
less than the amount of income actually earned by the Trust during
that period." Please supplementally disclose the Trust`s
intention
of complying with Rule 19a-1 of the 1940 Act and discuss the
consequences if the Trust overdistributes its net investment
income.
7. Under the heading "Emerging Markets Risk," please define
"Emerging
Markets."
Fee Table
8. Footnote (3) to the Fee Table States, "the Trust will pay
offering
and organizational expenses of the Trust (other than sales load)
up
to an aggregate of $0.03 per share of the Trust`s common shares."
SOP 98-5 requires that organizational costs to be expensed as
incurred. If organizational costs are charged to the Trust, the
adviser must decide at the time the seed balance sheet is filed
how
the Trust will meet its minimum seed capital requirement and pay
for
the organizational expenses. This arrangement is not acceptable
under GAAP because it allows the Trust to defer organizational
expenses until the $0.03 per share threshold is translated into
dollars.
9. Footnote (3) to the Fee Table states, "You will be charged a
$2.50
service charge and pay brokerage charges if you direct the plan
agent
(as defined below) to sell your common shares held in a dividend
reinvestment account." Under the heading, "Dividend Reinvestment
Plan" it states, "Participants that request a sale of shares
through
the Plan Agent are subject to $2.50 sales fee and a $0.15 per
share
sold brokerage commission." Please include the amount of the
brokerage commission in the footnote to the fee table.
The Trust`s Investments
10. In this section it states, "The percentage limitations
applicable
to the Trust`s portfolio described in this prospectus apply only
at
the time of investment and the Trust will not be required to sell
securities due to subsequent changes in the value of securities it
owns." Please qualify this disclosure to make it clear that such
percentage limitation (applicable only at the time of investment)
does not apply to the Trust`s borrowing policy.
11. Under the heading "Master Limited Partnerships," it states
"the
general partner is typically owned by a major energy company, an
investment fund, the direct management of the MLP or is an entity
owned by one or more of such parties." Please supplementally
disclose whether the Trust may invest in general partnership
interests of MLPs.
Management of the Trust
12. Under the heading "Portfolio Managers," it states "Mr. Walsh,
a
managing director of the Sub-Advisor, joined the firm in 1999 and
has
worked as an investment professional since 1982." Please disclose
Mr. Walsh`s business experience for the last 5 years.
13. Under the heading "Portfolio Managers," it states "Mr. Rice, a
senior vice president of the Sub-Advisor, joined the firm in 1984
and
has worked as an investment professional since 1979." Please
disclose Mr. Rice`s business experience for the last 5 years.
14. Under the heading, "Investment Management Agreement," it
states
"the Trust will also reimburse BlackRock Advisors for certain
expenses BlackRock Advisors incurs in connection with performing
certain services for the Trust." Please disclose the nature of
these
services anticipated by this provision.
15. In this section it also states "a pro rata portion of the
salaries, bonuses, health insurance, retirement benefits and
similar
employment costs for the time spent on Trust operations (other
than
the provision of services required under the investment management
agreement) of all personnel employed by BlackRock Advisors who
devote
substantial time to Trust operations may be reimbursed to
BlackRock
Advisors." Please disclose the nature of the reimbursable
services
expected to be provided by personnel employed by BlackRock
Advisors
who will devote substantial time to Trust operations.
16. In addition, please file all management-related contracts with
the pre-effective amendment.
Net Asset Value
17. Please include the methods by which the Trust`s investments in
foreign securities, emerging markets, MLPs, and derivatives will
be
valued.
Description of Shares
18. Under the heading "Description of Shares" it states, " each
common share has one vote and, when issued and paid for in
accordance
with the terms of this offering, will be fully paid and non-
assessable, except that the trustees shall have the power to cause
shareholders to pay expenses of the Trust by setting off charges
due
from shareholders from declared but unpaid dividends or
distributions
owed the shareholders and/or by reducing the number of common
shares
owned by each respective shareholder." (Emphasis added.) Please
explain supplementally what is meant by the above referenced
sentence.
STATEMENT OF ADDITIONAL INFORMATION
Investment Restrictions
19. Under this heading, restriction (1) states that the Trust may
not
"invest 25% or more of the value of its total assets in any single
industry (other than the energy and natural resources industry."
Here and in the Prospectus, please disclose that the Trust will
invest 25% or more in the energy and natural resources industry.
Management of the Trust
20. Per our conversation and earlier correspondence, please revise
the disclosure for the Board of Directors` approval of the
advisory
and subadvisory contracts so as to discuss all of the material
factors considered by the Board. Do not merely list the issues.
The
discussion should relate the issues to the specific circumstances
of
the registrant and the Investment Adviser. Describe in reasonable
detail the decisions reached by the Board that formed the basis of
its decision to approve the contract. Avoid conclusory
statements.
See Item 18.13 of Form N-2 and the discussion in Release No. IC-
24816, "Role of Independent Directors of Investment Companies,"
(February 15, 2001).
Portfolio Transactions and Brokerage
21. Under this heading it states, "When two or more companies or
accounts seek to purchase or sell the same securities, the
securities
actually purchased or sold will be allocated among the companies
and
accounts on a good faith equitable basis by the Adviser and/or
Subadviser in their discretion in accordance with the accounts`
various investment objectives." Please disclose the basis for
allocating trades among a number of accounts and state whether
such
allocation is based on procedures approved and monitored by the
Board
of Directors.
GENERAL
22. We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.
23. If you intend to omit certain information from the form of
prospectus included with the registration statement that is
declared
effective in reliance on Rule 430A under the Securities Act,
please
identify the omitted information to us supplementally, preferably
before filing the Trust`s final pre-effective amendment.
24. Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with your
registration statement.
25. Response to this letter should be in the form of a pre-
effective
amendment filed pursuant to Rule 472 of the Securities Act. Where
no
change will be made in the filing in response to a comment, please
indicate this fact in a supplemental letter and briefly state the
basis for your position.
TANDY LETTER
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Trust and its management are in
possession of all facts relating to the Trust`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, please furnish a letter
acknowledging that
* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Trust from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The Trust may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities. We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.
* * * *
If you have any questions about these comments, please
call
me at 202-942-0542.
Sincerely,
Laura E. Hatch
Staff Accountant
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Edward J. Meehan, Esq.
November 18, 2004
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