INVESTMENT MANAGEMENT AGREEMENT
Exhibit
6
AGREEMENT,
dated September 29, 2006, between BlackRock Global Opportunities Equity Trust
(the "Trust"),
a Delaware statutory trust, and BlackRock Advisors, LLC (the "Advisor"), a Delaware
limited liability company.
WHEREAS,
Advisor has agreed to furnish investment advisory services to the Trust, a
closed-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940
Act");
WHEREAS,
this Agreement has been approved in accordance with the provisions of the 1940
Act, and the Advisor is willing to furnish such services upon the terms and
conditions herein set forth;
NOW,
THEREFORE, in consideration of the mutual premises and covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed by and between the parties hereto as
follows:
1. In
General. The Advisor agrees, all as more fully set forth
herein, to act as investment advisor to the Trust with respect to the investment
of the Trust's assets and to supervise and arrange for the day-to-day operations
of the Trust and the purchase of securities for and the sale of securities held
in the investment portfolio of the Trust.
2. Duties and Obligations of
the Advisor with Respect to Investment of Assets of the
Trust. Subject to the succeeding provisions of this section
and subject to the direction and control of the Trust's Board of Trustees, the
Advisor shall (i) act as investment advisor for and supervise and manage the
investment and reinvestment of the Trust's assets and in connection therewith
have complete discretion in purchasing and selling securities and other assets
for the Trust and in voting, exercising consents and exercising all other rights
appertaining to such securities and other assets on behalf of the Trust; (ii)
supervise continuously the investment program of the Trust and the composition
of its investment portfolio; (iii) arrange, subject to the provisions of
paragraph 4 hereof, for the purchase and sale of securities and other assets
held in the investment portfolio of the Trust; and (iv) provide investment
research to the Trust.
3. Duties and Obligations of
Advisor with Respect to the Administration of the Trust. The
Advisor also agrees to furnish office facilities and equipment and clerical,
bookkeeping and administrative services (other than such services, if any,
provided by the Trust's Custodian, Transfer Agent and Dividend Disbursing Agent
and other service providers) for the Trust. To the extent requested
by the Trust, the Advisor agrees to provide the following administrative
services:
(a) Oversee the determination and
publication of the Trust's net asset value in accordance with the Trust's policy
as adopted from time to time by the Board of Trustees;
(b) Oversee the maintenance by the Trust's
Custodian and Transfer Agent and Dividend Disbursing Agent of certain books and
records of the Trust as required under Rule 31a-
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1(b)(4) of the 1940 Act and maintain (or
oversee maintenance by such other persons as approved by the Board of Trustees)
such other books and records required by law or for the proper operation of the
Trust;
(c) Oversee the preparation and filing of
the Trust's federal, state and local income tax returns and any other required
tax returns;
(d) Review the appropriateness of and
arrange for payment of the Trust's expenses;
(e) Prepare for review and approval by
officers of the Trust, financial information for the Trust's semi-annual and
annual reports, proxy statements and other communications with shareholders required or
otherwise to be sent to Trust shareholders, and arrange for the printing and
dissemination of such reports and communications to
shareholders;
(f) Prepare for review by an officer of the
Trust, the Trust's periodic financial reports required to be filed with
the Securities and Exchange Commission ("SEC") on Form N-SAR, Form N-CSR, Form N-PX,
Form N-Q, and such other reports, forms and filings, as may be mutually agreed
upon;
(g) Prepare such reports relating to the
business and affairs of the
Trust as may be mutually agreed upon and not otherwise appropriately prepared by
the Trust's custodian, counsel or auditors;
(h) Prepare such information and reports as
may be required by any stock exchange or exchanges on which the Trust's shares are
listed;
(i) Make such reports and recommendations to
the Board of Trustees concerning the performance of the independent accountants
as the Board of Trustees may reasonably request or deems
appropriate;
(j) Make such reports and
recommendations to the
Board of Trustees concerning the performance and fees of the Trust's Custodian
and Transfer and Dividend Disbursing Agent as the Board of Trustees may
reasonably request or deems appropriate;
(k) Oversee and review calculations of fees
paid to the Trust's service
providers;
(l) Oversee the Trust's portfolio and
perform necessary calculations as required under Section 18 of the 1940
Act;
(m) Consult with the Trust's officers,
independent accountants, legal counsel, custodian, accounting agent
and transfer and dividend
disbursing agent in establishing the accounting policies of the Trust and
monitor financial and shareholder accounting services;
(n) Review implementation of any share
purchase programs authorized by the Board of Trustees;
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(o) Determine the amounts available for
distribution as dividends and distributions to be paid by the Trust to its
shareholders; prepare and arrange for the printing of dividend notices to
shareholders; and provide the Trust's dividend disbursing agent and
custodian with such information as is
required for such parties to effect the payment of dividends and distributions
and to implement the Trust's dividend reinvestment plan;
(p) Prepare such information and reports as
may be required by any banks from which the Trust borrows
funds;
(q) Provide such assistance to the Custodian
and the Trust's counsel and auditors as generally may be required to properly
carry on the business and operations of the Trust;
(r) Assist in the preparation and filing of
Forms 3, 4, and 5 pursuant
to Section 16 of the Securities Exchange Act of 1934, as amended, and Section
30(f) of the 1940 Act for the officers and trustees of the Trust, such filings
to be based on information provided by those persons;
(s) Respond to or refer to the
Trust's officers or
transfer agent, any shareholder (including any potential shareholder) inquiries
relating to the Trust; and
(t) Supervise any other aspects of the
Trust's administration as may be agreed to by the Trust and the
Advisor.
All
services are to be furnished through the medium of any directors, officers or
employees of the Advisor or its affiliates as the Advisor deems appropriate in
order to fulfill its obligations hereunder. The Advisor may from time
to time, in its sole discretion to the extent permitted by applicable law,
appoint one or more sub-advisors, including, without limitation, affiliates of
the Advisor, to perform investment advisory services with respect to the Trust,
or assign all or a portion of this Agreement to any of its
affiliates. The Advisor may terminate any or all sub-advisors in its
sole discretion at any time to the extent permitted by applicable
law.
The
Trust will reimburse the Advisor or its affiliates for all out-of-pocket
expenses incurred by them in connection with the performance of the
administrative services described in this paragraph 3.
4. Covenants. (a) In the
performance of its duties under this Agreement, the Advisor shall at all times
conform to, and act in accordance with, any requirements imposed by:
(i) the provisions of the 1940 Act and the Investment Advisers Act of
1940, as amended, and all applicable Rules and Regulations of the Securities and
Exchange Commission; (ii) any other applicable provision of law; (iii) the
provisions of the Agreement and Declaration of Trust and By-Laws of the Trust,
as such documents are amended from time to time; (iv) the investment objectives
and policies of the Trust as set forth in its Registration Statement on Form
N-2; and (v) any policies and determinations of the Board of Trustees of the
Trust; and
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(b) In addition, the Advisor
will:
(i) place orders either directly with the
issuer or with any broker or dealer. Subject to the other provisions
of this paragraph, in placing orders with brokers and dealers, the Advisor will attempt to obtain the
best price and the most favorable execution of its orders. In placing
orders, the Advisor will consider the experience and skill of the firm's
securities traders as well as the firm's financial responsibility and
administrative
efficiency. Consistent with this obligation, the Advisor may select
brokers on the basis of the research, statistical and pricing services they
provide to the Trust and other clients of the Advisor. Information
and research received from such brokers will be in addition to, and
not in lieu of, the services required to be performed by the Advisor
hereunder. A commission paid to such brokers may be higher than that
which another qualified broker would have charged for effecting the same
transaction, provided that the Advisor
determines in good faith that such commission is reasonable in terms either of
the transaction or the overall responsibility of the Advisor to the Trust and
its other clients and that the total commissions paid by the Trust will be reasonable in relation to the
benefits to the Trust over the long-term. In no instance, however,
will the Trust's securities be purchased from or sold to the Advisor, or any
affiliated person thereof, except to the extent permitted by the SEC
or by applicable law;
(ii) maintain a policy and practice of
conducting its investment advisory services hereunder independently of the
commercial banking operations of its affiliates. When the Advisor
makes investment recommendations for the Trust, its investment advisory personnel will not
inquire or take into consideration whether the issuer of securities proposed for
purchase or sale for the Trust's account are customers of the commercial
department of its affiliates; and
(iii) treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust, and the Trust's prior,
current or potential shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Trust, which approval shall
not be unreasonably withheld and may not be withheld where the Advisor may be
exposed to civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Trust.
5. Services Not
Exclusive. Nothing in this Agreement shall prevent the Advisor
or any officer, employee or other affiliate thereof from acting as investment
advisor for any other person, firm or corporation, or from engaging in any other
lawful activity, and shall not in any way limit or restrict the Advisor or any
of its officers, employees or agents from buying, selling or trading any
securities for its or their own accounts or for the accounts of others for whom
it or they may be acting; provided, however, that the Advisor will undertake no
activities which, in its judgment, will adversely affect the performance of its
obligations under this Agreement.
6. Books and
Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Advisor hereby agrees that all records which it
maintains for the Trust
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are
the property of the Trust and further agrees to surrender promptly to the Trust
any such records upon the Trust's request. The Advisor further agrees
to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940 Act.
7. Agency Cross
Transactions. From time to time, the Advisor or brokers or
dealers affiliated with it may find themselves in a position to buy for certain
of their brokerage clients (each an "Account") securities
which the Advisor's investment advisory clients wish to sell, and to sell for
certain of their brokerage clients securities which advisory clients wish to
buy. Where one of the parties is an advisory client, the Advisor or
the affiliated broker or dealer cannot participate in this type of transaction
(known as a cross transaction) on behalf of an advisory client and retain
commissions from one or both parties to the transaction without the advisory
client's consent. This is because in a situation where the Advisor is
making the investment decision (as opposed to a brokerage client who makes his
own investment decisions), and the Advisor or an affiliate is receiving
commissions from both sides of the transaction, there is a potential conflicting
division of loyalties and responsibilities on the Advisor's part regarding the
advisory client. The SEC has adopted a rule under the Investment
Advisers Act of 1940, as amended, which permits the Advisor or its affiliates to
participate on behalf of an Account in agency cross transactions if the advisory
client has given written consent in advance. By execution of this
Agreement, the Trust authorizes the Advisor or its affiliates to participate in
agency cross transactions involving an Account. The Trust may revoke
its consent at any time by written notice to the Advisor.
8. Expenses. During
the term of this Agreement, the Advisor will bear all costs and expenses of its
employees and any overhead incurred in connection with its duties hereunder and
shall bear the costs of any salaries or trustees fees of any officers or
trustees of the Trust who are affiliated persons (as defined in the 0000 Xxx) of
the Advisor; provided that the Board of Trustees of the Trust may approve
reimbursement to the Advisor of the pro rata portion of the salaries, bonuses,
health insurance, retirement benefits and all similar employment costs for the
time spent on Trust operations (including, without limitation, compliance
matters) (other than the provision of investment advice and administrative
services required to be provided hereunder) of all personnel employed by the
Advisor who devote substantial time to Trust operations or the operations of
other investment companies advised by the Advisor.
9. Compensation
of the Advisor. (a) The Trust
agrees to pay to the Advisor and the Advisor agrees to accept as full
compensation for all services rendered by the Advisor as such, a monthly fee
(the "Investment
Advisory Fee") in arrears at an annual rate equal to 1.00% of the average
weekly value of the Trust's net assets. For any period less than a
month during which this Agreement is in effect, the fee shall be prorated
according to the proportion which such period bears to a full month of 28, 29,
30 or 31 days, as the case may be.
(b) For purposes of this Agreement, the net
assets of the Trust shall
be calculated pursuant to the procedures adopted by resolutions of the Trustees
of the Trust for calculating the value of the Trust's assets or delegating such
calculations to third parties.
10. Indemnity. (a) The Trust
may, with the prior consent of the Board of Trustees of the Trust, including a
majority of the trustees of the Trust who are not "interested
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persons"
of the Trust (as defined in Section 2(a)(19) of the 1940 Act), indemnify the
Advisor, and each of the Advisor's directors, officers, employees, agents,
associates and controlling persons and the directors, partners, members,
officers, employees and agents thereof (including any individual who serves at
the Advisor's request as director, officer, partner, member, trustee or the like
of another entity) (each such person being an "Indemnitee") against
any liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees (all as
provided in accordance with applicable state law) reasonably incurred by such
Indemnitee in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, before any court or administrative
or investigative body in which such Indemnitee may be or may have been involved
as a party or otherwise or with which such Indemnitee may be or may have been
threatened, while acting in any capacity set forth herein or thereafter by
reason of such Indemnitee having acted in any such capacity, except with respect
to any matter as to which such Indemnitee shall have been adjudicated not to
have acted in good faith in the reasonable belief that such Indemnitee's action
was in the best interest of the Trust and furthermore, in the case of any
criminal proceeding, so long as such Indemnitee had no reasonable cause to
believe that the conduct was unlawful; provided, however, that (1) no Indemnitee
shall be indemnified hereunder against any liability to the Trust or its
shareholders or any expense of such Indemnitee arising by reason of (i) willful
misfeasance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard
of the duties involved in the conduct of such Indemnitee's position (the conduct
referred to in such clauses (i) through (iv) being sometimes referred to herein
as "disabling
conduct"), (2) as to any matter disposed of by settlement or a compromise
payment by such Indemnitee, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless there has been a determination that such settlement or
compromise is in the best interests of the Trust and that such Indemnitee
appears to have acted in good faith in the reasonable belief that such
Indemnitee's action was in the best interest of the Trust and did not involve
disabling conduct by such Indemnitee and (3) with respect to any action, suit or
other proceeding voluntarily prosecuted by any Indemnitee as plaintiff,
indemnification shall be mandatory only if the prosecution of such action, suit
or other proceeding by such Indemnitee was authorized by a majority of the full
Board of Trustees of the Trust, including a majority of the trustees of the
Trust who are not "interested persons" of the Trust (as defined in Section
2(a)(19) of the 1940 Act).
(b) The Trust may make advance payments in
connection with the expenses of defending any action with respect to which
indemnification might be sought hereunder if the Trust receives a written
affirmation of the Indemnitee's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Trust
unless it is subsequently determined that such Indemnitee is entitled to such
indemnification and if the trustees of the Trust determine that the facts then known to them would
not preclude indemnification. In addition, at least one of the
following conditions must be met: (A) the Indemnitee shall provide
security for such Indemnitee-undertaking, (B) the Trust shall be insured against
losses arising by reason of any unlawful
advance, or (C) a majority of a quorum consisting of trustees of the Trust who
are neither "interested persons" of the Trust (as defined in Section 2(a)(19) of
the 0000 Xxx) nor parties to the proceeding ("Disinterested Non-Party
Trustees") or an
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the Indemnitee ultimately will be
found entitled to
indemnification.
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(c) All determinations with respect to the
standards for indemnification hereunder shall be made (1) by a final decision on
the merits by a court or other body before whom the proceeding was brought that
such Indemnitee is not
liable or is not liable by reason of disabling conduct, or (2) in the absence of
such a decision, by (i) a majority vote of a quorum of the Disinterested
Non-Party Trustees of the Trust, or (ii) if such a quorum is not obtainable or,
even if obtainable, if a majority vote of such quorum so
directs, independent legal counsel in a written opinion. All
determinations that advance payments in connection with the expense of defending
any proceeding shall be authorized and shall be made in accordance with
the immediately preceding clause (2)
above.
The
rights accruing to any Indemnitee under these provisions shall not exclude any
other right to which such Indemnitee may be lawfully entitled.
11. Limitation on
Liability. (a) The Advisor will not
be liable for any error of judgment or mistake of law or for any loss suffered
by Advisor or by the Trust in connection with the performance of this Agreement,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its duties under this
Agreement.
(b) Notwithstanding anything to the contrary
contained in this
Agreement, the parties hereto acknowledge and agree that, as provided in Section
5.1 of Article V of the Declaration of Trust, this Agreement is executed by the
Trustees and/or officers of the Trust, not individually but as such Trustees
and/or officers of the Trust, and the obligations
hereunder are not binding upon any of the Trustees or Shareholders individually
but bind only the estate of the Trust.
12. Duration and
Termination. This Agreement shall become effective as of 5:01
p.m., New York City time, on the date hereof and, unless sooner terminated with
respect to the Trust as provided herein, shall continue in effect for
a period of two years. Thereafter, if not terminated, this Agreement
shall continue in effect with respect to the Trust for successive periods of 12
months, provided such continuance is specifically approved at least annually by
both (a) the vote of a majority of the Trust's Board of Trustees or the vote of
a majority of the outstanding voting securities of the Trust at the time
outstanding and entitled to vote, and (b) by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated by the Trust at any time, without the payment of any
penalty, upon giving the Advisor 60 days' notice (which notice may be waived by
the Advisor), provided that such termination by the Trust shall be directed or
approved by the vote of a majority of the Trustees of the Trust in office at the
time or by the vote of the holders of a majority of the voting securities of the
Trust at the time outstanding and entitled to vote, or by the Advisor on 60
days' written notice (which notice may be waived by the Trust). This
Agreement will also immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested person"
and "assignment" shall
have the same meanings of such terms in the 1940 Act.)
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13. Notices. Any
notice under this Agreement shall be in writing to the other party at such
address as the other party may designate from time to time for the receipt of
such notice and shall be deemed to be received on the earlier of the date
actually received or on the fourth day after the postmark if such notice is
mailed first class postage prepaid.
14. Amendment of this
Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. Any amendment of this Agreement shall be
subject to the 1940 Act.
15. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York for contracts to be performed
entirely therein without reference to choice of law principles thereof and in
accordance with the applicable provisions of the 1940 Act.
16. Use of the Name
BlackRock. The Advisor has consented to the use by the Trust
of the name or identifying word "BlackRock" in the name of the
Trust. Such consent is conditioned upon the employment of the Advisor
as the investment advisor to the Trust. The name or identifying word
"BlackRock" may be used from time to time in other connections and for other
purposes by the Advisor and any of its affiliates. The Advisor may
require the Trust to cease using "BlackRock" in the name of the Trust if the
Trust ceases to employ, for any reason, the Advisor, any successor thereto or
any affiliate thereof as investment advisor of the Trust.
17. Miscellaneous. The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding on, and shall inure to the benefit of the parties
hereto and their respective successors.
18. Counterparts. This
Agreement may be executed in counterparts by the parties hereto, each of which
shall constitute an original counterpart, and all of which, together, shall
constitute one Agreement.
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IN
WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be
executed by their duly authorized officers, all as of the day and the year first
above written.
BLACKROCK
GLOBAL
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OPPORTUNITIES
EQUITY TRUST
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By:
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/s/
Xxxx X. Xxxxxxxx
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Name:
Xxxx X. Xxxxxxxx
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Title: Vice
President
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BLACKROCK
ADVISORS, LLC
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By:
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/s/
Xxxxx Xxxxxx
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Name: Xxxxx
Xxxxxx
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Title: Managing
Director
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