UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ANNUAL
FILING
(Amendment
No. “ ”)
Blackrock
Kelso Capital Corp.
(NAME
OF ISSUER)
Common
Stock
(TITLE
CLASS OF SECURITIES)
092533108
(CUSIP
NUMBER)
12/31/09
(DATE OF
EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK THE
APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS
FILED:
x RULE
13D-1(B)
o RULE
13D-1(C)
o 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
("ACT") 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. 092533108
|
PAGE
2 OF 6
|
|
1.
|
NAME OF REPORTING
PERSON/EIN
|
Promark
Investment Advisors, Inc.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP.*
|
|
|
NOT
APPLICABLE
|
A
o
|
B o
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
New York,
New York
|
5.
|
SOLE VOTING
POWER
|
|
|
SHARES
|
0
|
|
6.
|
SHARED VOTING
POWER
|
|
|
SHARES
|
3,493,570
|
|
7.
|
SOLE DISPOSITIVE
POWER
|
|
|
SHARES
|
0
|
|
8.
|
SHARED DISPOSITIVE
POWER
|
|
|
SHARES
|
3,493,570
|
|
9.
|
TOTAL BENEFICIALLY
OWNED
|
|
|
SHARES
|
3,493,570
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
NOT
APPLICABLE
|
11.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
|
6.19%
|
12.
|
TYPE OF REPORTING
PERSON*
|
IA,
CO
-----------
|
SCHEDULE
13G
|
PAGE
3 OF 6
|
ITEM
1.
|
|
(A)
|
NAME OF
ISSUER
|
Blackrock
Kelso Capital Corp. (‘BKCC’)
|
|
(B)
|
ADDRESS OF ISSUER'S PRINCIPAL
EXECUTIVE OFFICES
|
40 East
52nd
Street
New York,
NY 10022
ITEM
2.
|
(A)
|
NAME OF PERSON
FILING
|
|
(i)
|
Promark
Investment Advisors, Inc.
|
|
(B)
|
ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE,
|
RESIDENCE
|
i)
|
Promark
Investment Advisors, Inc.
|
767 Fifth
Avenue
New York,
NY 10153
|
(C)
|
CITIZENSHIP
|
|
(i)
|
Promark
Investment Advisors, Inc. –
Delaware
|
|
(D)
|
TITLE CLASS OF
SECURITIES
|
Common
Stock
|
(E)
|
CUSIP
NUMBER
|
092533108
|
ITEM
3.
|
IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK
WHETHER THE PERSON FILING IS A:
|
(select
either E or F)
|
|
(E)
|
x
|
Investment
Adviser registered under section 203 of the Investment Advisers Act of
1940 (in the case of Promark Investment Advisors,
Inc.)
|
|
|
(F)
|
x
|
Employee
Benefit Plan, Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act OF 1974 or Endowment Fund (in the
case of the Trust)
|
SEE
SECTION 240.13d-1(b)(1)(ii)(F)
PAGE 4 of
6
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ITEM
4.
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OWNERSHIP
|
Promark
Investment Advisors, Inc. is registered as an investment adviser under the
Investment Advisers Act of 1940. Its principal business is providing
investment advice and investment management services with respect to the assets
of one or more employee benefit plans (“Plans”) and of certain direct and
indirect subsidiaries of General Motors Company and other
entities. Promark Investment Advisors, Inc. is referred to herein as
the “Reporting Person.”
Promark
Investment Advisors, Inc. has the responsibility to select and terminate
investment managers with respect to the Plans. It also itself manages
certain assets of the Plans. Promark Investment Advisors, Inc. has discretionary
authority over the assets of the Plans which they manage including voting and
investment power with respect to securities of the Issuer included among such
assets. In view of Promark Investment Advisors, Inc.’s management of certain
assets of the Plans, the following information is being provided as of December
31, 2009 with respect to such securities of the Issuer under management by
Promark Investment Advisors, Inc. for the benefit of the Plans (1):
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(A)
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AMOUNT
BENEFICIALLY OWNED
|
|
|
(i)
|
Promark
Investment Advisors, Inc.
|
3,493,570
|
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(B)
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PERCENT
OF CLASS
|
|
|
(i)
|
Promark
Investment Advisors, Inc.
|
6.19%
|
|
(C)
|
NUMBER
OF SHARES AS TO WHICH SUCH PERSON
HAS:
|
|
(I)
|
SOLE
POWER TO VOTE OR TO DIRECT THE VOTE
|
0
|
(II)
|
SHARED
POWER TO VOTE OR TO DIRECT THE
VOTE -
|
Same as
set forth under Item 4 (a) above
|
(III)
|
SOLE
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
- -
|
0
|
(IV)
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SHARED
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
–
|
Same as
set forth under Item 4 (a) above.
The
various trusts established under the Plans invest in a variety of investment
media, including publicly traded and privately placed
securities. Such investments could include shares of the Issuer
and/or other securities of the Issuer in addition to those referred to in this
statement (“Additional Securities”). The investment and voting
decisions regarding any Additional Securities which might be owned by such
trusts are made by the trustees thereof or unrelated investment managers, who,
in so acting, act independently of Promark Investment Advisors, Inc. (although
the appointment of such investment managers is subject to authorization of and
termination by Promark Investment Advisors, Inc. as noted above). No information
regarding any such holdings by such trusts under the Plans is contained in this
statement.
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ITEM
5.
|
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
|
NOT
APPLICABLE
--------------
(footnotes)
(1)
Pursuant to Rule 13d-4. The Reporting Persons expressly declare that
the filing of this statement shall not be construed as an admission that any
such Person is, for the purposes of Sections 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities covered
by this statement.
PAGE 5 OF
6
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ITEM 6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
`PERSON.
|
NOT
APPLICABLE
|
ITEM
7.
|
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
|
NOT
APPLICABLE
|
ITEM
8.
|
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE
GROUP
|
NOT
APPLICABLE
|
ITEM
9.
|
NOTICE
OF DISSOLUTION OF GROUP
|
NOT
APPLICABLE
|
ITEM
10.
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CERTIFICATION
|
By
signing below the undersigned certifies that, to the best of the undersigned’s
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
PAGE 6 of
6
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February
9, 2010
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PROMARK
INVESTMENT ADVISORS, INC.
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By:
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/S/
Milla Krasnopolsky
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Name:
Milla Krasnopolsky
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Title:
Managing Director
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