SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(b)
(Amendment No.
2)*
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BlackRock Kelso Capital
Corporation
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(Name of
Issuer)
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Common Stock, par value $0.001
per share
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(Title of Class of
Securities)
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N/A
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(CUSIP
Number)
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December 31,
2008
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(Date of Event That Requires
Filing of This Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
x Rule
13d-1 (b)
¨ Rule
13d-1 (c)
¨ Rule
13d-1 (d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
| CUSIP No. N/A |
Schedule
13G
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(1)
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Virginia
Retirement System
1200
East Main Street
Richmond,
VA 23219
(I.R.S.
Identification No.: 54-6001808)
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(2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions):
(a)
¨
(b)
x
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(3)
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SEC
USE ONLY
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(4)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Virginia,
USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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(5)
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SOLE
VOTING POWER 17,752,528.701
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(6)
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SHARED
VOTING POWER
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(7)
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SOLE
DISPOSITIVE POWER 17,752,528.701
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(8)
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SHARED
DISPOSITIVE POWER
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(9)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,752,528.701
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(10)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES ¨
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(11)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
32.1%
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(12)
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TYPE
OF REPORTING PERSON
EP
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Item
1(a). Name of Issuer:
BlackRock
Kelso Capital Corporation
Item
1(b). Address of Issuer’s Principal Executive Offices:
c/o
BlackRock Kelso Capital Advisors LLC
40 East
52nd
Street
New York,
New York 10022
Item
2(a). Name of Person(s) Filing:
Virginia
Retirement System
Item
2(b). Address of Principal Business Office, or, if None,
Residence:
1200 East
Main Street
Richmond,
VA 23219
Item
2(c). Citizenship:
Virginia
Item
2(d). Title of Class of Securities:
Common
Stock of the Issuer, par value $0.001 per share
Item
2(e). CUSIP Number:
N/A
Item 3.
If This Statement is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b), Check Whether the Person Filing is a:
| (a) | o |
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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| (b) | o |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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| (c) | o |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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| (d) | o |
Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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| (e) | o |
An
investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
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| (f) | x |
An
employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
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| (g) | o |
A
parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G);
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| (h) | o |
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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| (i) | o |
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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| (j) | o |
Group,
in accordance with Section
240.13d-1(b)(1)(ii)(J);
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Item
4. Ownership:
| (a) |
Amount
beneficially owned: 17,752,528.701
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| (b) |
Percent
of class: 32.1%
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| (c) |
Number
of shares as to which the person
has:
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| (i) |
Sole
power to vote or to direct the vote: 17,752,528.701
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| (ii) |
Shared
power to vote or to direct the vote:
0
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| (iii) |
Sole
power to dispose or to direct the disposition of: 17,752,528.701
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| (iv) |
Shared
power to dispose or to direct the disposition of:
0
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Item 5.
Ownership of Five Percent or Less of a Class.
N/A
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item
7. Identification
and Classification of the Subsidiary That Acquired the Security Being Reported
by the Parent Holding Company or Control Person.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of the Group.
N/A
Item
10. Certification:
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
February 11, 2009
| Virginia Retirement System | ||||
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By:
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/s/ Larry D. Kicher | ||
| Name: | Larry D. Kicher | |||
| Title: |
Chief
Operating Officer
Investments
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