BLACKROCK GLOBAL PLUS INVESTMENT TRUST
Dated as of September 23, 2004
TABLE OF CONTENTS
Page
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ARTICLE I - Shareholder Meetings............................................1
1.1 Chairman.............................................1
1.2 Proxies; Voting......................................1
1.3 Fixing Record Dates..................................1
1.4 Inspectors of Election...............................1
1.5 Records at Shareholder Meetings......................2
ARTICLE II - Trustees.......................................................2
2.1 Annual and Regular Meetings..........................2
2.2 Chairman; Records....................................3
ARTICLE III - Officers......................................................3
3.1 Officers of the Trust................................3
3.2 Election and Tenure..................................3
3.3 Removal of Officers..................................3
3.4 Bonds and Surety.....................................4
3.5 President and Vice Presidents........................4
3.6 Secretary............................................4
3.7 Treasurer............................................5
3.8 Other Officers and Duties............................5
ARTICLE IV - Miscellaneous..................................................5
4.1 Depositories.........................................5
4.2 Signatures...........................................6
4.3 Seal.................................................6
ARTICLE V- Stock Transfers..................................................6
5.1 Transfer Agents, Registrars and the Like.............6
5.2 Transfer of Shares...................................6
5.3 Registered Shareholders..............................7
ARTICLE VI - Amendment of By-Laws...........................................7
6.1 Amendment and Repeal of By-Laws......................7
BLACKROCK GLOBAL PLUS INVESTMENT TRUST
BY-LAWS
These By-Laws are made and adopted pursuant to Section 3.9 of the
Agreement and Declaration of Trust establishing BlackRock Global Plus
Investment Trust dated as of September 23, 2004, as from time to time amended
(hereinafter called the "Declaration"). All words and terms capitalized in
these By-Laws shall have the meaning or meanings set forth for such words or
terms in the Declaration.
ARTICLE I
Shareholder Meetings
1.1 Chairman. The Chairman, if any, shall act as chairman at all
meetings of the Shareholders; in the Chairman's absence, the Trustee or
Trustees present at each meeting may elect a temporary chairman for the
meeting, who may be one of themselves.
1.2 Proxies; Voting. Shareholders may vote either in person or by
duly executed proxy and each full share represented at the meeting shall have
one vote, all as provided in Article 10 of the Declaration.
1.3 Fixing Record Dates. For the purpose of determining the
Shareholders who are entitled to notice of or to vote or act at any meeting,
including any adjournment thereof, or who are entitled to participate in any
dividends, or for any other proper purpose, the Trustees may from time to
time, without closing the transfer books, fix a record date in the manner
provided in Section 10.3 of the Declaration. If the Trustees do not prior to
any meeting of Shareholders so fix a record date or close the transfer books,
then the date of mailing notice of the meeting or the date upon which the
dividend resolution is adopted, as the case may be, shall be the record date.
1.4 Inspectors of Election. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the Chairman, if any, of any meeting of Shareholders may, and on
the request of any Shareholder or Shareholder proxy shall, appoint Inspectors
of Election of the meeting. The number of Inspectors of Election shall be
either one or three. If appointed at the meeting on the request of one or more
Shareholders or proxies, a majority of Shares present shall determine whether
one or three Inspectors of Election are to be appointed, but failure to allow
such determination by the Shareholders shall not affect the validity of the
appointment of Inspectors of Election. In case any person appointed as
Inspector of Election fails to appear or fails or refuses to act, the vacancy
may be filled by appointment made by the Trustees in advance of the convening
of the meeting or at the meeting by the person acting as chairman. The
Inspectors of Election shall determine the number of Shares outstanding, the
Shares represented at the meeting, the existence of a quorum, the
authenticity, validity and effect of proxies, shall receive votes, ballots or
consents, shall hear and determine all challenges and questions in any way
arising in connection with the right to vote, shall count and tabulate all
votes or consents, determine the results, and do such other acts as may be
proper to conduct the election or vote with fairness to all Shareholders. If
there are three Inspectors of Election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. On request of the Chairman, if any, of the meeting, or of any Shareholder
or Shareholder proxy, the Inspectors of Election shall make a report in
writing of any challenge or question or matter determined by them and shall
execute a certificate of any facts found by them.
1.5 Records at Shareholder Meetings. At each meeting of the
Shareholders, there shall be made available for inspection at a convenient
time and place during normal business hours, if requested by Shareholders, the
minutes of the last previous Annual or Special Meeting of Shareholders of the
Trust and a list of the Shareholders of the Trust, as of the record date of
the meeting or the date of closing of transfer books, as the case may be. Such
list of Shareholders shall contain the name and the address of each
Shareholder in alphabetical order and the number of Shares owned by such
Shareholder. Shareholders shall have such other rights and procedures of
inspection of the books and records of the Trust as are granted to
shareholders of a Delaware business corporation.
ARTICLE II
Trustees
2.1 Annual and Regular Meetings. Meetings of the Trustees shall be
held from time to time upon the call of the Chairman, if any, the President,
the Secretary or any two Trustees. Regular meetings of the Trustees may be
held without call or notice and shall generally be held quarterly. Neither the
business to be transacted at, nor the purpose of, any meeting of the Board of
Trustees need be stated in the notice or waiver of notice of such meeting, and
no notice need be given of action proposed to be taken by unanimous written
consent.
2.2 Chairman; Records. The Chairman, if any, shall act as chairman at
all meetings of the Trustees; in absence of a chairman, the Trustees present
shall elect one of their number to act as temporary chairman. The results of
all actions taken at a meeting of the Trustees, or by unanimous written
consent of the Trustees, shall be recorded by the person appointed by the
Board of Trustees as the meeting secretary.
ARTICLE III
Officers
3.1 Officers of the Trust. The officers of the Trust shall consist of
a President, a Secretary, a Treasurer and such other officers or assistant
officers as may be elected or authorized by the Trustees. Any two or more of
the offices may be held by the same Person, except that the same person may
not be both President and Secretary. No other officer of the Trust need be a
Trustee.
3.2 Election and Tenure. At the initial organization meeting, the
Trustees shall elect the Chairman, if any, President, Secretary, Treasurer and
such other officers as the Trustees shall deem necessary or appropriate in
order to carry out the business of the Trust. Such officers shall serve at the
pleasure of the Trustees or until their successors have been duly elected and
qualified. The Trustees may fill any vacancy in office or add any additional
officers at any time.
3.3 Removal of Officers. Any officer may be removed at any time, with
or without cause, by action of a majority of the Trustees. This provision
shall not prevent the making of a contract of employment for a definite term
with any officer and shall have no effect upon any cause of action which any
officer may have as a result of removal in breach of a contract of employment.
Any officer may resign at any time by notice in writing signed by such officer
and delivered or mailed to the Chairman, if any, President, or Secretary, and
such resignation shall take effect immediately upon receipt by the Chairman,
if any, President, or Secretary, or at a later date according to the terms of
such notice in writing.
3.4 Bonds and Surety. Any officer may be required by the Trustees to
be bonded for the faithful performance of such officer's duties in such amount
and with such sureties as the Trustees may determine.
3.5 President and Vice Presidents. The President shall be the chief
executive officer of the Trust and, subject to the control of the Trustees,
shall have general supervision, direction and control of the business of the
Trust and of its employees and shall exercise such general powers of
management as are usually vested in the office of President of a corporation.
Subject to direction of the Trustees, the President shall each have power in
the name and on behalf of the Trust to execute any and all loans, documents,
contracts, agreements, deeds, mortgages, registration statements,
applications, requests, filings and other instruments in writing, and to
employ and discharge employees and agents of the Trust. Unless otherwise
directed by the Trustees, the President shall have full authority and power,
on behalf of all of the Trustees, to attend and to act and to vote, on behalf
of the Trust at any meetings of business organizations in which the Trust
holds an interest, or to confer such powers upon any other persons, by
executing any proxies duly authorizing such persons. The President shall have
such further authorities and duties as the Trustees shall from time to time
determine. In the absence or disability of the President, the Vice-Presidents
in order of their rank as fixed by the Trustees or, if more than one and not
ranked, the Vice-President designated by the Trustees, shall perform all of
the duties of the President, and when so acting shall have all the powers of
and be subject to all of the restrictions upon the President. Subject to the
direction of the Trustees, and of the President, each Vice-President shall
have the power in the name and on behalf of the Trust to execute any and all
instruments in writing, and, in addition, shall have such other duties and
powers as shall be designated from time to time by the Trustees or by the
President.
3.6 Secretary. The Secretary shall maintain the minutes of all
meetings of, and record all votes of, Shareholders, Trustees and the Executive
Committee, if any. The Secretary shall be custodian of the seal of the Trust,
if any, and the Secretary (and any other person so authorized by the Trustees)
shall affix the seal, or if permitted, facsimile thereof, to any instrument
executed by the Trust which would be sealed by a Delaware business corporation
executing the same or a similar instrument and shall attest the seal and the
signature or signatures of the officer or officers executing such instrument
on behalf of the Trust. The Secretary shall also perform any other duties
commonly incident to such office in a Delaware business corporation, and shall
have such other authorities and duties as the Trustees shall from time to time
determine.
3.7 Treasurer. Except as otherwise directed by the Trustees, the
Treasurer shall have the general supervision of the monies, funds, securities,
notes receivable and other valuable papers and documents of the Trust, and
shall have and exercise under the supervision of the Trustees and of the
President all powers and duties normally incident to the office. The Treasurer
may endorse for deposit or collection all notes, checks and other instruments
payable to the Trust or to its order. The Treasurer shall deposit all funds of
the Trust in such depositories as the Trustees shall designate. The Treasurer
shall be responsible for such disbursement of the funds of the Trust as may be
ordered by the Trustees or the President. The Treasurer shall keep accurate
account of the books of the Trust's transactions which shall be the property
of the Trust, and which together with all other property of the Trust in the
Treasurer's possession, shall be subject at all times to the inspection and
control of the Trustees. Unless the Trustees shall otherwise determine, the
Treasurer shall be the principal accounting officer of the Trust and shall
also be the principal financial officer of the Trust. The Treasurer shall have
such other duties and authorities as the Trustees shall from time to time
determine. Notwithstanding anything to the contrary herein contained, the
Trustees may authorize any adviser, administrator, manager or transfer agent
to maintain bank accounts and deposit and disburse funds of any series of the
Trust on behalf of such series.
3.8 Other Officers and Duties. The Trustees may elect such other
officers and assistant officers as they shall from time to time determine to
be necessary or desirable in order to conduct the business of the Trust.
Assistant officers shall act generally in the absence of the officer whom they
assist and shall assist that officer in the duties of the office. Each
officer, employee and agent of the Trust shall have such other duties and
authority as may be conferred upon such person by the Trustees or delegated to
such person by the President.
ARTICLE IV
Miscellaneous
4.1 Depositories. In accordance with Section 7.1 of the Declaration,
the funds of the Trust shall be deposited in such custodians as the Trustees
shall designate and shall be drawn out on checks, drafts or other orders
signed by such officer, officers, agent or agents (including the adviser,
administrator or manager), as the Trustees may from time to time authorize.
4.2 Signatures. All contracts and other instruments shall be executed
on behalf of the Trust by its properly authorized officers, agent or agents,
as provided in the Declaration or By-laws or as the Trustees may from time to
time by resolution provide.
4.3 Seal. The Trust is not required to have any seal, and the
adoption or use of a seal shall be purely ornamental and be of no legal
effect. The seal, if any, of the Trust may be affixed to any instrument, and
the seal and its attestation may be lithographed, engraved or otherwise
printed on any document with the same force and effect as if it had been
imprinted and affixed manually in the same manner and with the same force and
effect as if done by a Delaware business corporation. The presence or absence
of a seal shall have no effect on the validity, enforceability or binding
nature of any document or instrument that is otherwise duly authorized,
executed and delivered.
ARTICLE V
Stock Transfers
5.1 Transfer Agents, Registrars and the Like. As provided in Section
6.7 of the Declaration, the Trustees shall have authority to employ and
compensate such transfer agents and registrars with respect to the Shares of
the Trust as the Trustees shall deem necessary or desirable. In addition, the
Trustees shall have power to employ and compensate such dividend disbursing
agents, warrant agents and agents for the reinvestment of dividends as they
shall deem necessary or desirable. Any of such agents shall have such power
and authority as is delegated to any of them by the Trustees.
5.2 Transfer of Shares. The Shares of the Trust shall be transferable
on the books of the Trust only upon delivery to the Trustees or a transfer
agent of the Trust of proper documentation as provided in Section 6.8 of the
Declaration. The Trust, or its transfer agents, shall be authorized to refuse
any transfer unless and until presentation of such evidence as may be
reasonably required to show that the requested transfer is proper.
5.3 Registered Shareholders. The Trust may deem and treat the holder
of record of any Shares as the absolute owner thereof for all purposes and
shall not be required to take any notice of any right or claim of right of any
other person.
ARTICLE VI
Amendment of By-Laws
6.1 Amendment and Repeal of By-Laws. In accordance with Section 3.9
of the Declaration, the Trustees shall have the exclusive power to amend or
repeal the By-Laws or adopt new By-Laws at any time. Action by the Trustees
with respect to the By-Laws shall be taken by an affirmative vote of a
majority of the Trustees. The Trustees shall in no event adopt By-Laws which
are in conflict with the Declaration, and any apparent inconsistency shall be
construed in favor of the related provisions in the Declaration.