EX-99.1 2 ex99.htm AMENDED AND RESTATED PLAN ex99.htm
Exhibit 99.1
 

 
 
BLACKROCK KELSO CAPITAL CORPORATION
AMENDED AND RESTATED AUTOMATIC DIVIDEND REINVESTMENT PLAN
 
TERMS AND CONDITIONS
 
Pursuant to this Automatic Dividend Reinvestment Plan (the "Plan") of BlackRock Kelso Capital Corporation (the "Company"), unless a holder (a "Shareholder") of the Company's shares of common stock, par value $0.001 per share (the "Common Shares"), otherwise elects, the cash portion of all dividends and distributions on such Shareholder's Common Shares will automatically be paid by the Company in the form of newly issued or treasury Common Shares to PNC Global Investment Servicing Inc. ("PGIS"), as agent for Shareholders in administering the Plan (the "Plan Agent").  Shareholders who elect not to participate in the Plan will receive the cash portion of all dividends and other distributions in cash paid by check mailed directly to the Shareholder of record (or, if the Common Shares are held in street or other nominee name, then to such nominee) by PGIS as the Dividend Disbursing Agent.  Participants may elect not to participate in the Plan and to receive the cash portion of all dividends and distributions in cash by sending written instructions to PGIS, as the Dividend Disbursing Agent, at the address set forth below.  Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by written notice if received by the Plan Agent no later than the record date for the dividend or distribution involved; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or distribution.
 
The Plan Agent will open an account for each Shareholder under the Plan in the same name in which such Shareholder's Common Shares are registered.  Whenever the Company declares a dividend or a distribution (collectively referred to as "dividends"), non-participants in the Plan will receive the cash portion of such dividend payable in cash and participants in the Plan will receive the cash portion of such dividend in newly issued or treasury Common Shares.  The Common Shares will be paid to the Plan Agent for the participants' accounts.  The number of newly issued or treasury Common Shares to be credited to each participant's account will be determined by dividing the dollar amount of the dividend by 95% of the market price per Common Share on the payment date.  The market price per share on that date shall be the closing price for such shares on The NASDAQ Global Select Market.
 
The Plan Agent will maintain all Shareholders' accounts in the Plan and furnish written confirmation of all transactions in the accounts, including information needed by Shareholders for tax records.  Common Shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant.
 
In the case of Shareholders such as banks, brokers or nominees that hold Common Shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from time to time by the record Shareholder and held for the account of beneficial owners who participate in the Plan.
 
 
 

 
 
There will be no brokerage charges with respect to Common Shares issued directly by the Company as a result of dividends or capital gains distributions payable either in Common Shares or in cash.
 
For the avoidance of doubt, no Common Shares will be issued under the Plan under any circumstance that may violate the Investment Company Act of 1940, as amended, or any rules issued thereunder.
 
VOTING
 
Each Shareholder proxy will include those Common Shares received pursuant to the Plan.  The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for Common Shares held pursuant to the Plan in accordance with the instructions of the participants.
 
TAXATION
 
The automatic reinvestment of dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends.
 
AMENDMENT OF THE PLAN
 
The Plan may be amended or terminated by the Company.  There is no direct service charge to participants in the Plan; however, the Company reserves the right to amend the Plan to include a service charge payable by the participants.  Notice will be sent to Plan participants of any amendments as soon as practicable after such action by the Company.
 
INQUIRIES REGARDING THE PLAN
 
All correspondence concerning the Plan should be directed to the Plan Agent at 301 Bellevue Parkway, Wilmington, DE  19809.
 
APPLICABLE LAW
 
These terms and conditions shall be governed by the laws of the State of New York (including without limitation, Section 5-1401 of the New York General Obligations Law) without regard to its conflicts of laws provisions.
 
 

 
 

 
 
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EXECUTION
 
To record the adoption of the Plan as of March 4, 2009, the Company has caused this Plan to be executed in the name and on behalf of the Company by a duly authorized officer.
 
 
By and on behalf of
BLACKROCK KELSO CAPITAL CORPORATION
   
   
 
/s/ Michael B. Lazar
 
By:     Michael B. Lazar
 
Title:  Chief Operating Officer