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BLACKROCK BUILD AMERICA BOND TRUST
AUTOMATIC DIVIDEND REINVESTMENT PLAN
TERMS AND CONDITIONS
Pursuant to this Automatic Dividend Reinvestment Plan (the “Plan”) of the undersigned
BlackRock Closed-End Trust (the “Trust”), unless a holder (a “Shareholder”) of the Trust’s common
shares of beneficial interest (the “Common Shares”) otherwise elects, all dividends and
distributions on such Shareholder’s Common Shares will be automatically reinvested by Computershare
Trust Company, N.A. (“Computershare”), as agent for Shareholders in administering the Plan (the
“Plan Agent”), in additional Common Shares of the Trust. Shareholders who elect not to participate
in the Plan will receive 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 Computershare as the Dividend Disbursing Agent. Participants may
elect not to participate in the Plan and to receive all dividends and distributions in cash by
sending written instructions to Computershare, 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 prior to the dividend
record date; 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 Trust declares a dividend or a
distribution (collectively referred to as “dividends”) payable in cash, non-participants in the
Plan will receive cash and participants in the Plan will receive the equivalent in Common Shares.
The Common Shares will be acquired by the Plan Agent for the participants’ accounts, depending upon
the circumstances described below, either (i) through receipt of additional unissued but authorized
Common Shares from the respective Trust (“newly issued Common Shares”) or (ii) by purchase of
outstanding Common Shares on the open market (“open-market purchases”) on the New York Stock
Exchange, the primary national securities exchange on which the common shares are traded, or
elsewhere.
If, on the payment date for any dividend, the closing market price per Common Share plus
estimated brokerage commissions is equal to or greater than the net asset value per Common Share
(such condition being referred to herein as “market premium”), the Plan Agent will invest the
dividend amount in newly issued Common Shares, on behalf of the participants. The number of newly
issued Common Shares to be credited to each participant’s account will be determined by dividing
the dollar amount of the dividend by the net asset value per Common Share on the payment date;
provided that, if the net asset value per Common Share is less than or equal to 95% of the market
price per Common Share on the payment date, the dollar amount of the dividend will be divided by
95% of the market price per Common Share on the payment date.
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If, on the payment date for any dividend, the net asset value per Common Share is greater than
the market value per Common Share plus estimated brokerage commissions (such condition being
referred to herein as “market discount”), the Plan Agent will invest the dividend amount in Common
Shares acquired on behalf of the participants in open-market purchases.
In the event of a market discount on the payment date for any dividend, the Plan Agent will
have until the last business day before the next date on which the Common Shares trade on an
“ex-dividend” basis or 30 days after the payment date for such dividend, whichever is sooner (the
“last purchase date”), to invest the dividend amount in Common Shares acquired in open-market
purchases. It is contemplated that the Trust will pay monthly dividends. Therefore, the period
during which open-market purchases can be made will exist only from the payment date of each
dividend through the date before the next “ex-dividend” date which typically will be approximately
ten days. If, before the Plan Agent has completed its open-market purchases, the market price of a
Common Share exceeds the net asset value per Common Share, the average per Common Share purchase
price paid by the Plan Agent may exceed the net asset value of the Common Shares, resulting in the
acquisition of fewer Common Shares than if the dividend had been paid in newly issued Common Shares
on the dividend payment date. Because of the foregoing difficulty with respect to open market
purchases, if the Plan Agent is unable to invest the full dividend amount in open market purchases
during the purchase period or if the market discount shifts to a market premium during the purchase
period, the Plan Agent may cease making open-market purchases and may invest the uninvested portion
of the dividend amount in newly issued Common Shares at the net asset value per Common Share at the
close of business on the last purchase date; provided that, if the net asset value per Common Share
is less than or equal to 95% of the market price per Common Share of the then current market price
per Common Share; the dollar amount of the dividend will be divided by 95% of the market price per
Common Share on the payment date.
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 Trust
as a result of dividends or capital gains distributions payable either in Common Shares or in cash.
The Plan Agent’s fees for the handling of the reinvestment of dividends and distributions will be
paid by the Trust. However, each participant will pay a pro rata share of brokerage commissions
incurred with respect to the Plan Agent’s open-market purchases in connection with the reinvestment
of dividends.
For the avoidance of doubt, no Common Shares will be issued under the Plan at a price less
than net asset value or under any circumstance that may violate the Investment Company Act of 1940,
as amended, or any rules issued thereunder.
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VOTING
Each Shareholder proxy will include those Common Shares purchased or 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 Trust. There is no direct service charge to
participants in the Plan; however, the Trust 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 Trust.
INQUIRIES REGARDING THE PLAN
All correspondence concerning the Plan should be directed to the Plan Agent at P.O. Box 43078,
Providence, Rhode Island, 02940-3078, or by telephone at (800) 699-1236 or overnight correspondence
should be directed to the Plan Agent at 250 Royall Street, Canton, MA 02021.
APPLICABLE LAW
These terms and conditions shall be governed by the laws of the State of New York without
regard to its conflicts of laws provisions.
EXECUTION
To record the adoption of the Plan as of July 16, 2010, the Trust has caused this Plan to be
executed in the name and on behalf of each Trust by a duly authorized officer.
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By and on behalf of
BLACKROCK BUILD AMERICA BOND TRUST
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/s/
Brendan Kyne |
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By: |
Brendan Kyne
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Title: Vice President |
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