SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK 10036-6522
________
(212) 735-3000
Fax: (212) 735-2000
http://www.skadden.com

December 9, 2004
Laura E. Hatch
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: BlackRock Global Energy and Resources Trust (the "Trust")
File Nos. 333-119876 and 811-21656

Dear Ms. Hatch:
We are in receipt of the oral comments of the staff of the
Division
of
Investment Management (the "Division") of the Securities and
Exchange
Commission (the "Commission") transmitted to us on December 3,
2004,
regarding
the second amended Registration Statement on Form N-2 relating to
the
issuance of
common shares of the Trust.
The Trust has considered your comments and has authorized us to
make on its behalf the responses discussed below. These changes
will
been reflected
in Pre-Effective Amendment No. 3 to the Trust`s Registration
Statement to be filed
prior to the pricing date for the offering, currently anticipated
to
occur on or about
December 20, 2004.
The Trust`s responses to your comments are set forth below. For
ease
of reference, each of your comments is set forth in bold and
followed
by the
corresponding response.

PROSPECTUS
Cover Page
1. The Prospectus currently states that "Under normal market
conditions,
the Trust will invest at least 30% of its total assets in at least
two countries other
than the United States." Supplementally, please provide additional
analysis as
to why the use of the term "global" in the Trust`s name complies
with
Rule 35d-
1 under the 1940 Act in light of this investment policy,
particularly
when the
Trust`s prospectus also states that the Trust anticipates that it
will invest
approximately 20% of its total assets in securities of Canadian
issuers.
Response: The Trust believes that the use of the term "global" in
its
name complies with Rule 35d-1 because the Trust has the freedom to
invest an
unrestricted percentage of its assets in any country located
throughout the world,
provided that the Trust invests in at least three countries and at
least 30% of its total
assets are invested in at least two countries outside of the
United
States. The Trust
further believes that the use of the term "global" in its name
would
not cause a
reasonable investor to conclude that the Trust would invest in a
manner inconsistent
with the policies suggested by its name.
Although the Trust initially intends to invest approximately 20%
of
its
total assets in securities of Canadian issuers, the Trust has the
flexibility to reduce
this percentage and invest a greater percentage of its assets in
securities of issuers
located in other countries. The Trust will revise its disclosure
to
indicate that this
percentage may change over time. In addition, the 30% threshold is
a
minimum
amount required to be invested in countries other than the United
States, and the
Trust has the flexibility to invest a greater percentage of its
assets in countries
located outside the United States.
The Trust is not aware of any statement of the Commission or the
Division that would require a different result. When the
Commission
adopted Rule
35d-1, it stated that the rule as adopted did not codify positions
of
the Division with
respect to certain terms used in investment company names,
including,
among
others, the terms "international" and "global". Instead, the
Commission stated that
the terms "international" and "global" connote diversification
among
investments in
a number of different countries throughout the world and
"international" and
"global" funds will not be subject to the rule. See Release No.
IC-
24828, at fn. 42.
The Commission also stated that the Division of Investment
Management
will
continue to scrutinize investment company names not covered by the
proposed rule.
In determining whether a particular name is misleading, the
Commission stated that
the Division would consider whether the name would lead a
reasonable
investor to
conclude that the company invests in a manner that is consistent
with
the company`s
intended investments or the risks of those investments.
The Trust also notes that, to the extent relevant, the Trust`s
policy
of
investing its assets in issuers located in at least three
countries
and at least 30% of its
total assets in at least two countries other than the United
States
is consistent with the
Division`s longstanding position that a global fund should have a
policy requiring
investment in at least three different countries. See Letter to
Registrants from
Carolyn B. Lewis, Assistant Director, Division of Investment
Management,
Securities and Exchange Commission (January 3, 1991). Although the
Division
takes the position that this standard was rescinded in amendments
to
Form N-1A
adopted in 1998, the Trust notes that its policy is consistent
with
the only known
statement of the Division`s views with respect to the use of the
term
"global".
Accordingly, the Trust believes the use of the term "global" in
its
name is necessary and appropriate to reflect that the Trust may
invest an unlimited
percentage of its assets in countries located outside of the
United
States. Indeed, the
Trust does not believe it can maintain this flexibility without
using
the term "global"
in its name because such a name would not accurately reflect the
risks associated
with an investment in the Trust.
Investment Objectives and Policies
2. Under this heading, please disclose that the Trust will invest
25%
or
more of its total assets in the energy and natural resources
industry.
Response: We will add disclosure in the "Investment Objectives and
Policies" section stating that under normal market conditions the
Trust may not
invest less than 25% of its total net assets in the energy and
resources industry.
Management of the Trust
3. Under the heading, "Investment Management Agreement," it states
"In
addition, with the approval of the board of trustees, 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. BlackRock
advisors
currently anticipates that it may be reimbursed for employees that
provide
pricing, secondary market support and compliance services to the
Trust,
subject to the approval of the board of trustees." Please
supplementally provide
us with an analysis of why these payments are permissible under
the
1940 Act.
Response: The provision of pricing, secondary market support and
compliance services generally are not regulated under the 1940
Act.
Even though
these services are provided by BlackRock Advisors or an affiliate
of
BlackRock
Advisors, they are not, in the Division`s view, prohibited by
Section
17 of the 1940
Act because "as a general matter, a service arrangement does not
constitute a `joint
enterprise or other joint arrangement or profit shares plan`
within
the meaning of
[S]ection 17(d) and [R]ule 17d-1." See The Flex-Fund, R. Meeder &
Associates,
Inc., SEC No-Action Letter (November 22, 1985). We supplementally
inform you
that amounts sought by BlackRock Advisors and its affiliates as
reimbursement for
these services are subject to the approval of a majority of the
trustees of the Trust
that are not "interested persons" of the Trust within the meaning
of
the 1940 Act.
We will amend the disclosure on page 31 of the prospectus to
clarify
that the
approval described therein includes the approval of the non-
interested trustees.
4. 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
confirm that the Trust currently is not aware of any expenses that
may be
subject to this provision other than charges payable by
shareholders
under the
Trust`s dividend reinvestment plan that are disclosed in the
prospectus.
Response: The Trust confirms to you that it currently is not aware
of
any expenses that would be paid in reliance on the language cited
above other than
the charges related to the Trust`s dividend reinvestment plan as
disclosed in the
prospectus.

STATEMENT OF ADDITIONAL INFORMATION
Management of the Trust
5. 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).
Response: A copy of the revised disclosure is attached hereto as
Annex A. This disclosure has been prepared by the Trust and us and
reviewed by
counsel for the Trust`s independent trustees and we believe it
complies with the
Commission`s enhanced disclosure requirements with respect to
investment advisory
contract approvals.
Should you have any additional comments or concerns, please
telephone me at (212) 735-3406.
Sincerely yours,
/s/ Michael K. Hoffman
Michael K. Hoffman

ANNEX A
Information Received by the Board
In considering the Trust`s investment management and sub-advisory
agreements, the board of trustees received information
specifically
related to the
approval of the investment management and sub-advisory agreements,
including
information regarding: (i) the team of investment advisory
personnel
assigned to the
Trust; (ii) the resources, capabilities and structure of BlackRock
Advisors, including
its expertise in providing investment supervisory and
administrative
services for the
BlackRock family of closed-end funds; (iii) the resources,
capabilities and structure
of State Street Research, including its expertise in providing
portfolio management
services to registered investment companies with investment
objectives similar to the
Trust; (iv) the Trust`s management fee (both gross and net of fee
waivers) and total
operating expenses as compared to a peer group of closed-end funds
with similar
investment policies and strategies selected by Lipper, Inc.
("Lipper") and as
compared to two customized peer groups derived from Lipper data;
(v)
the subadvisory
fee to be paid by BlackRock Advisors to State Street Research for
portfolio
management services; (v) BlackRock`s profitability with respect to
other funds in the
BlackRock family of closed-end funds; (vi) BlackRock`s overall
profitability as
compared with available industry data; (vii) certain direct and
indirect "fallout"
benefits to BlackRock from its relationship with the Trust; and
(viii) BlackRock`s
and State Street Research`s policies and procedures in respect of
execution of
portfolio transactions. Periodically, the trustees, in connection
with their duties as
trustees or directors of other funds in the BlackRock family of
closed-end funds,
have received other information including general information
regarding BlackRock
Advisors` management of relationships with service providers for
such
funds and
resources devoted to compliance with BlackRock Advisors` and such
funds`
compliance policies and procedures, including compliance with such
funds`
investment objectives and polices and other matters. In connection
with approving
the sub-advisory agreement, the trustees also received and
considered
information
relating to the compliance policies and procedures of State Street
Research.
Matters Considered by the Board. In considering the investment
management and sub-advisory agreements, the board of trustees,
including the noninterested
trustees, did not identify any factor as all-important or all-
controlling and
instead considered these factors collectively in light of all of
the
Trust`s surrounding
circumstances. Matters considered by the board of trustees,
including
the noninterested
trustees in approving the investment management and sub-advisory
agreements included the following:
Nature and Quality of Investment Advisory and Sub-Advisory
Services. The board of trustees, including the non-interested
trustees, considered the
nature and quality of the services to be provided by BlackRock
Advisors and State
Street Research, respectively, to the Trust. In this connection,
the
board reviewed:
BlackRock Advisors` compliance record, including whether other
funds advised or subadvised by BlackRock Advisors have
operated within their investment objectives, policies and
restrictions; and
the resources of BlackRock Advisors and State Street Research
and the size, education and experience of the Trust`s portfolio
management team.
Nature and Quality of Other Services. The board of trustees,
including the non-interested trustees, considered the nature,
quality, cost and extent
of administrative and shareholder services to be performed by
BlackRock Advisors
under the investment management agreement. The board of trustees,
including the
non-interested trustees, also considered the nature and extent of
BlackRock Advisors`
supervision of third party service providers engaged by other
funds
in the BlackRock
family of closed-end funds, including the supervision of
affiliated
and unaffiliated
sub-advisors.
Fees and Expenses. The board of trustees, including the
noninterested
trustees, considered the Trust`s management fee and expense ratio
in
comparison to the management fee and expense ratios of a peer
group
of funds
selected by a third-party service provider as well as customized
peer
group
information.
The peer group selected for the Trust was the Lipper Sector Equity
Fund peer group which contained 26 closed-end sector equity funds.
The peer group
comparison was done within four sub-categories (i) total expenses
after fee waivers;
(ii) total expenses before fee waivers; (iii) management fee after
fee waivers; and (iv)
management fee before fee waivers. When ranked from lowest fee
(ranked 1st) to
highest fee (ranked 26th), the Trust compared to the peer group
within each of the
four sub-categories as follows: (i) 16th; (ii) 17th; (iii) 18th;
and
(iv) 18th.
The board of trustees was also presented with data from two
customized peer groups. The first customized peer group comparison
consisted of
the Lipper Sector Equity Fund peer group excluding closed-end
funds
that invest
primarily in real estate investments, which funds BlackRock
Advisors
believes
constitute a separate asset class distinct from sector equity
funds.
This customized
peer group contained 15 closed-end sector equity funds. In this
customized peer
group comparison when ranked from lowest fee to highest fee, the
Trust compared
with the peer group within each of the four sub-categories as
follows: (i) 5th; (ii) 6th;
(iii) 7th; and (iv) 7th.
The second customized peer group comparison consisted of the first
customized peer group (i.e., Lipper Sector Equity Funds excluding
real estate funds),
but was adjusted to recognize the use financial leverage by
certain
of the funds in the
peer group, which tends to increase the investment advisory fees
of
such funds as a
percentage of net assets attributable to common shareholders.
Because
the Trust will
not employ financial leverage,