UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-23c-3
Notification of
Repurchase Offer
Pursuant to Rule 23c-3 [17 CFR
270.23c-3]
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1.
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Investment
Company Act File Number
811-21722
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Date of Notification
May 16, 2008
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2.
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Exact
name of investment company as specified in registration statement:
BlackRock
Enhanced Equity Yield Fund, Inc.
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3.
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Address
of principal executive office: (number, street, city, state, zip code)
P.O. Box 9011
Princeton, New Jersey 08543-9011
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4.
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Check one of the following:
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A.
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[X] The notification pertains to a periodic repurchase offer under paragraph (b)
of Rule 23c-3.
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B.
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[ ] The notification pertains to a discretionary repurchase offer under paragraph
(c) of Rule 23c-3.
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C.
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[ ] The notification pertains to periodic repurchase offer under paragraph (b) of
Rule 23c-3 and a discretionary repurchase offer under paragraph (c) of Rule
23c-3.
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NOTIFICATION OF THE
ANNUAL REPURCHASE OFFER
May 16, 2008
Dear BlackRock Enhanced Equity Yield
Fund, Inc. stockholder:
Notice is hereby given to
stockholders of BlackRock Enhanced Equity Yield Fund, Inc. (the “Fund”) of the Fund’s
Annual Repurchase Offer (the “Repurchase Offer”). This notice is to inform you about the
Repurchase Offer.
The Fund is structured as an
interval fund which permits it to offer its stockholders the opportunity to tender shares
for repurchase by the Fund once annually. The Fund may conduct annual repurchases for
between 5% and 25% of the Fund’s outstanding shares, subject to the approval of the Fund’s
Board of Directors. On February 29, 2008, the Board of Directors considered and approved
the Repurchase Offer. The Fund is making this offer to repurchase 5% of its outstanding
shares pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended.
The Repurchase Offer is for cash at
a price equal to the Fund’s net asset value, less a repurchase fee of 2%, as of the close
of regular trading on the New York Stock Exchange on June 27, 2008 (the “Repurchase
Pricing Date”), upon the terms and conditions set forth in the Repurchase Offer Statement
and Letter of Transmittal.
The Repurchase Offer applies to all
stockholders of the Fund. The Repurchase Offer period will begin on May 16, 2008 and will
end on June 13, 2008. If you are not interested in selling your shares at this time, no
action is necessary.
On March 28, 2008, the Fund
announced that its Board of Directors had approved a reorganization pursuant to which the
Fund, together with BlackRock Enhanced Equity Yield and Premium Fund, Inc. (“ECV” and
together with the Fund, the “Target Funds”), would, if approved by stockholders, be
merged into BlackRock Enhanced Capital and Income Fund, Inc. (“CII” and together with the
Target Funds, the “Funds”), a closed-end fund that pursues an investment objective and
has investment policies that are similar, but not identical, to those of the Target
Funds. The investment objective of each Target Fund primarily is to seek to provide
stockholders with current income and gains, with a secondary objective of providing
capital appreciation. The investment objective of CII is to seek to provide investors
with a combination of current income and capital appreciation. After the reorganizations,
it is anticipated that common stockholders of each Fund will experience a reduced overall
operating expense ratio, as certain fixed administrative costs will be spread across the
combined fund’s larger asset base. If the reorganizations are completed, CII will not be
required to conduct annual repurchase offers like the Fund. In addition, the
reorganizations will result in a change in investment objectives and policies for the
Target Funds.
If the reorganizations are
completed, the assets and liabilities of the Target Funds will be joined with those of
CII, and the Target Funds will dissolve. CII will continue to operate after the
reorganizations as a registered diversified, closed-end investment company with the
investment objective and policies of CII. You would become a stockholder of common stock
of CII, along with the stockholders of ECV, and you would receive newly-issued shares of
common stock of CII, the aggregate net asset value of which will equal the aggregate net
asset value of common stock you held immediately prior to the reorganization, less the
costs of the reorganization.
A copy of the press release
announcing the reorganization may be found on CII’s web site at:
http://www.blackrock.wallst.com/public/fund/profile.asp?symbol=CII. CII has filed a
registration statement relating to the reorganization which may be found on the
Securities and Exchange Commission’s web site at www.sec.gov. This registration statement
is an initial filing and may be revised materially prior to being completed. The
registration statement is not incorporated into and is not made a part of this notice.
The Fund cannot provide any assurance that the reorganization will be completed.
All repurchase requests must be made
through your broker or financial adviser, or in the case of registered stockholders,
through The Bank of New York Mellon Corporation (the “Depositary Agent”), which has
entered into a Depositary Agent Agreement with the Fund to provide certain services to
facilitate the processing of transactions related to the Repurchase Offer. Should you
wish to
participate in the Repurchase Offer,
please contact your broker or financial adviser, or in the case of registered
stockholders, the Depositary Agent no later than June 13, 2008 (the “Repurchase Offer
Request Deadline.”)
The net asset value of the shares
may fluctuate between June 13, 2008, the Repurchase Offer Request Deadline, and June 27,
2008, the Repurchase Pricing Date. During that period, the Fund’s shares may be trading
in the secondary market at a price that is higher or lower than their net asset value. In
addition, you will be charged a repurchase fee of 2% by the Fund and may be charged a
transaction fee for this service by your broker or financial adviser.
The Fund has established a record
date of May 2, 2008 solely for the purpose of identifying stockholders eligible to
receive Repurchase Offer materials. Stockholders who choose to participate in the
Repurchase Offer can expect payment for the shares repurchased to be made on or before
July 3, 2008.
All repurchase requests must be
received in good order by your broker or financial adviser, or in the case of registered
stockholders, by the Depositary Agent, on or before 5:00 p.m., Eastern Time, June 13,
2008. If you have no desire to sell shares, simply disregard this notice.
None of the Fund, its Board of
Directors or its investment adviser is making any recommendation to any stockholder as to
whether to tender or refrain from tendering shares. Each stockholder is urged to read and
evaluate the Repurchase Offer and accompanying materials carefully.
No person has been authorized to
make any recommendation on behalf of the Fund as to whether stockholders should tender
shares pursuant to this Repurchase Offer. No person has been authorized to give any
information or to make any representations in connection with the Repurchase Offer other
than those contained herein. If given or made, such recommendation and such information
and representation must not be relied upon as having been authorized by the Fund.
If you have any questions, please
refer to the attached Repurchase Offer Statement and the attached Letter of Transmittal,
which contain additional important information about the Repurchase Offer, or contact
your broker or financial adviser.
Sincerely,
Howard B. Surloff
Secretary
BlackRock Enhanced Equity Yield Fund, Inc.
BLACKROCK ENHANCED
EQUITY YIELD FUND, INC.
REPURCHASE OFFER
STATEMENT
May 16, 2008
This repurchase offer of BlackRock
Enhanced Equity Yield Fund, Inc. (the “Fund”) and acceptance of the repurchase offer by
tender of shares of the Fund are made upon the terms and conditions set forth in this
Repurchase Offer Statement and the Letter of Transmittal.
1. THE OFFER. The Fund is offering
to repurchase for cash up to five percent (5%) of its issued and outstanding shares of
common stock (“Shares”) as of June 13, 2008 (the “Repurchase Offer Request Deadline”) at
a price equal to the net asset value (“NAV”) of the Shares, less a repurchase fee of 2%,
as of the close of regular trading on the New York Stock Exchange on June 27, 2008 (the “Repurchase
Pricing Date”) upon the terms and conditions set forth herein and in the Letter of
Transmittal, which terms constitute the “Repurchase Offer.” The Repurchase Offer is not
conditioned upon the tender for repurchase of any minimum number of Shares.
2. NET ASSET VALUE. The NAV of the
Fund on May 9, 2008 was $16.59 per Share. The market price on May 9, 2008 was $16.18 per
Share (a discount of approximately 2.47% to the NAV). You must decide whether to tender
Shares prior to the Repurchase Offer Request Deadline, but the NAV at which the Fund will
repurchase the Shares will not be calculated until the Repurchase Pricing Date. The NAV
can fluctuate, and the NAV on the Repurchase Pricing Date could be lower or higher than
the NAV on the date you submitted your repurchase request. For the Fund’s most current
NAV per share, please call your broker or financial adviser, or in the case of registered
stockholders, please call The Bank of New York Mellon Corporation (the “Depositary Agent”),
which has entered into a Depositary Agent Agreement with the Fund to provide certain
services to facilitate the processing of transactions related to the Repurchase Offer.
You may also contact BlackRock Advisors, LLC, the Fund’s investment adviser (the “Adviser”),
at 1-800-882-0052 for the Fund’s most current NAV and market price per Share.
3. REPURCHASE FEE. The Shares
tendered pursuant to the Repurchase Offer will be subject to a repurchase fee of 2% of the NAV per share, which will be deducted from the repurchase price. The
fee is retained by the Fund to compensate the Fund for expenses related to the
Repurchase Offer.
4. REPURCHASE OFFER REQUEST
DEADLINE.
All repurchase requests MUST be received in proper form by your broker or
financial adviser, or in the case of registered stockholders by the Depositary Agent, on
or before 5:00 p.m., Eastern Time, on June 13, 2008.
You should be sure to advise your
broker or financial adviser, or in the case of registered stockholders the Depositary
Agent, of your intentions in a timely manner. Your broker or financial adviser, or in the
case of registered stockholders, the Depositary Agent, will tender your Shares to the
Fund on your behalf.
The Repurchase Offer Request Deadline will be strictly observed. If
(i) you fail to submit your repurchase request in good order to your broker or financial
adviser, or in the case of registered stockholders to the Depositary Agent, by the
Repurchase Offer Request Deadline or (ii) your broker or financial adviser, or in the
case of registered stockholders the Depositary Agent, fails to submit your request to the
Fund by the deadline indicated by the Fund, then the Fund will not repurchase your Shares
as part of the Repurchase Offer.
You may withdraw or change your repurchase request at
any point before the Repurchase Offer Request Deadline.
5. REPURCHASE PRICING DATE. The NAV
per Share for the Repurchase Offer will be determined on June 27, 2008, the Repurchase
Pricing Date, which is fourteen days following the Repurchase Offer Request Deadline,
June 13, 2008. Pursuant to Rule 23c-3 under the Investment Company Act of 1940, as
amended (the “1940 Act”), the Fund may use a repurchase pricing date earlier than June
27, 2008 if, on or immediately following the Repurchase Offer Request Deadline, it
appears that the use of an earlier repurchase pricing date is not likely to result in
significant dilution of the NAV of either Shares that are tendered in the Repurchase
Offer or Shares that are not so tendered.
6. FLUCTUATION IN NET ASSET VALUE
BETWEEN THE REPURCHASE OFFER REQUEST DEADLINE AND THE REPURCHASE PRICING DATE.
Stockholders must decide whether to tender their Shares prior to the Repurchase Offer
Request Deadline, but the NAV at which the Fund will repurchase
Shares will not be calculated until
the Repurchase Pricing Date. The NAV of the Shares may fluctuate between the Repurchase
Offer Request Deadline and the Repurchase Pricing Date, and there can be no assurance
that the NAV of the Shares on the Repurchase Pricing Date will be as high as the NAV of
the Shares on the Repurchase Offer Request Deadline.
7. PAYMENT FOR SHARES REPURCHASED.
Payment for all Shares repurchased pursuant to this Repurchase Offer will be made not
later than seven days after the Repurchase Pricing Date. The Fund expressly reserves the
right, in its sole discretion, to delay payment for Shares in order to comply in whole or
in part with any applicable law. Under no circumstances will the Fund pay interest on the
purchase price of the Shares to be paid by the Fund, regardless of any delay in making
such payment. If any tendered Shares are not accepted for payment pursuant to the terms
and conditions of the Repurchase Offer for any reason, or are not paid for because of an
invalid tender, or if certificates representing Shares are submitted for more Shares than are tendered,
certificates representing the number of unpurchased Shares will be returned, without expense to the
tendering stockholder, as soon as practicable following expiration or withdrawal of the
Repurchase Offer. If the Fund is delayed in its acceptance for payment of, or in its
payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the
Repurchase Offer for any reason, then, without prejudice to the Fund’s rights under this
Repurchase Offer, the Depositary Agent may, nevertheless, on behalf of the Fund, retain
tendered Shares, and such Shares may not be withdrawn unless and except to the extent
tendering stockholders are entitled to withdrawal rights as described in Section 9, “Withdrawal
of Shares to Be Repurchased.”
8. PRO RATA REPURCHASE. If the
number of Shares tendered exceeds the number of Shares that the Fund is offering to
repurchase (including any increase over the original amount, if the Fund has elected to
increase that amount as described above), the Fund will repurchase the Shares on a pro
rata basis. If pro ration is necessary, the Fund will send a notice of pro ration to your
broker or financial adviser two to three business days after the Repurchase Offer Request
Deadline. The number of Shares each stockholder asked to have repurchased will be reduced
by the same percentage. If any Shares that you wish to have repurchased by the Fund are
not repurchased because of pro ration, you will have to wait until the next repurchase
offer to submit your Shares for repurchase by the Fund. Any subsequent repurchase request
made in future annual periods will not be given any priority over other stockholders’ requests.
Thus, there is a risk that the Fund may not purchase all of the Shares you wish to sell
in a given annual period or in any subsequent annual period.
In anticipation of the
possibility of pro ration, some stockholders may tender more Shares than they wish to
have repurchased in a particular annual period, thereby increasing the likelihood of pro
ration. There is no assurance that you will be able to sell as many of your Shares as you
desire to sell.
9. WITHDRAWAL OF SHARES TO BE
REPURCHASED. Repurchase requests submitted pursuant to the Repurchase Offer may be
modified or withdrawn at any time prior to the Repurchase Offer Request Deadline by
submitting notice to your broker or financial adviser, or in the case of a registered
stockholder, to the Depositary Agent. In the event you decide to modify or withdraw your
tender, you should provide your broker or financial adviser, or in the case of a
registered stockholder, to the Depositary Agent, with sufficient notice prior to the
Repurchase Offer Request Deadline. To be effective, notice to the Depositary Agent must
be in writing and must specify the name of the person who executed the particular Letter
of Transmittal, the number of Shares to be withdrawn and, if certificates have been
delivered or otherwise identified to the Depositary Agent, the name of the holder of
record and the serial numbers of the certificates representing the Shares to be
withdrawn. All questions as to the form and validity, including time of receipt, of
notices of withdrawal will be determined by the Fund, in its sole discretion, whose
determination will be final and binding. None of the Fund, the Depositary Agent or any
other person will be under any duty to give notification of any defects or irregularities
in any notice of withdrawal or to incur any liability for failure to give any such
notification. Any Shares timely and properly withdrawn will be deemed not duly tendered
for purposes of the Repurchase Offer.
10. SUSPENSION OR POSTPONEMENT OF
REPURCHASE OFFER. The Fund may suspend or postpone this Repurchase Offer in limited
circumstances and only by a vote of a majority of the Board of Directors, including a
majority of the Directors who are not “interested persons,” as that term is defined in
the 1940 Act. The limited circumstances include the following: (a) if the repurchase
would
cause the Fund to lose its status as
a regulated investment company under Subchapter M of the Internal Revenue Code of 1986,
as amended (the “Code”); (b) if the repurchase would cause the stock that is the subject
of the offer that is listed on a national securities exchange to be not listed on any
national securities exchange; (c) for any period during which the New York Stock Exchange
or any market in which the securities owned by the Fund are principally traded is closed,
other than customary weekend and holiday closings, or during which trading in such market
is restricted; (d) for any period during which an emergency exists as a result of which
disposal by the Fund of securities owned by it is not reasonably practicable, or during
which it is not reasonably practicable for the Fund fairly to determine the value of its
net assets; or (e) for such other periods as the Securities and Exchange Commission may
by order permit for the protection of stockholders of the Fund. You will be notified if
the Fund suspends or postpones this Repurchase Offer.
11. RECENT DEVELOPMENTS. On March
28, 2008, the Fund announced that its Board of Directors had approved a reorganization
pursuant to which the Fund, together with BlackRock Enhanced Equity Yield and Premium
Fund, Inc. (“ECV” and together with the Fund, the “Target Funds”), would, if approved by
stockholders of each Target Fund, be merged into BlackRock Enhanced Capital and Income
Fund, Inc. (“CII” and together with the Target Funds, the “Funds”), a closed-end fund
that pursues an investment objective and has investment policies that are similar, but
not identical, to those of the Target Funds. The investment objective of each Target Fund
primarily is to seek to provide stockholders with current income and gains, with a
secondary objective of providing capital appreciation. The investment objective of CII is
to seek to provide investors with a combination of current income and capital
appreciation. Each Fund seeks to achieve its investment objective by investing primarily
in a diversified portfolio of dividend-paying common stocks (with respect to each Target
Fund) or common stocks (with respect to CII). Each Fund also employs a strategy of
writing (selling) call options. Each Target Fund primarily writes call options on equity
indices, primarily on the S&P 500 Index (as well as the NASDAQ 100 Index with respect
to ECV), but the CII may write call options on individual stocks and indices. The Funds
have the same investment adviser. After the reorganizations, it is anticipated that
common stockholders of each Fund will experience a reduced overall operating expense
ratio, as certain fixed administrative costs will be spread across the combined fund’s
larger asset base. If the reorganizations are completed, CII will not be required to
conduct annual repurchase offers like the Fund. In addition, the reorganizations will
result in a change in investment objectives and policies for the Target Funds.
If the reorganizations are
completed, the assets and liabilities of the Target Funds will be joined with those of
CII, and the Target Funds will dissolve. CII will continue to operate after the
reorganizations as a registered, diversified, closed-end investment company with the
investment objective and policies of CII. You would become a stockholder of common stock
of CII, along with the stockholders of ECV, and you would receive newly-issued shares of
common stock of CII, the aggregate net asset value of which will equal the aggregate net
asset value of common stock you held immediately prior to the reorganizations, less the
costs of the reorganization. For the most current NAV or market price per share of the
Fund, CII or ECV, please call your broker or financial adviser, or in the case of
registered stockholders, please contact the Adviser, at 1-800-882-0052.
An unfavorable vote on a proposed
reorganization by the stockholders of one Target Fund will not affect the implementation
of a reorganization by the other Target Fund, if such reorganization is approved by the
stockholders of the other Target Fund and the issuance of additional shares of common
stock is approved by the stockholders of CII with respect to the other Target Fund. If
the reorganization of a Target Fund is not approved, the investment adviser anticipates
that it would recommend to the Board of Directors of such Target Fund that it revise its
investment policies to more closely resemble those of the Acquiring Fund and
substantially lower its dividend in order to reduce or eliminate the amount of capital
returned to investors in connection with each dividend.
A copy of the press release
announcing the reorganization may be found on the CII’s web site at:
http://www.blackrock.wallst.com/public/fund/profile.asp?symbol=CII. CII has filed a
registration relating to the reorganization which may be found on the Securities and
Exchange Commission’s web site at www.sec.gov. This registration statement is an initial
filing and may be revised materially prior to being completed. The registration statement
is not incorporated into and is not made a part of this notice. The Fund cannot provide
any assurance that the reorganization will be completed.
12. CERTAIN FEDERAL INCOME TAX
CONSEQUENCES. The following discussion is a general summary of the Federal income tax
consequences of a sale of Shares pursuant to the Repurchase Offer.
You should consult
your own tax advisor for a complete description of the tax consequences to you of a sale
of Shares pursuant to the Repurchase Offer.
The sale of Shares pursuant to the
Repurchase Offer will be a taxable transaction for Federal income tax purposes, either as
a “sale or exchange”, or under certain circumstances, as a “dividend.” In general, the
transaction should be treated as a sale or exchange of the Shares under Section 302 of
the Code, if the receipt of cash (a) is “substantially disproportionate” with respect to
the stockholder, (b) results in a “complete redemption” of the stockholder’s interest, or
(c) is “not essentially equivalent to a dividend” with respect to the stockholder. A “substantially
disproportionate” distribution generally requires a reduction of at least 20% in the
stockholder’s proportionate interest in the Fund after all shares are tendered. A “complete
redemption” of a stockholder’s interest generally requires that all Shares of the Fund
directly owned or attributed to such stockholder under Section 318 of the Code be
disposed of. A distribution “not essentially equivalent to a dividend” requires that
there be a “meaningful reduction” in the stockholder’s interest in the Fund, which should
be the case if the stockholder has a minimal interest in the Fund, exercises no control
over Fund affairs and suffers a reduction in his proportionate interest in the Fund.
If the sale of your Shares meets any
of these three tests for “sale or exchange” treatment, you will recognize gain or loss
equal to the difference between the amount of cash received pursuant to the Repurchase
Offer and the adjusted tax basis of the Shares sold. Such gain or loss will be a capital
gain or loss if the Shares sold have been held by you as a capital asset. In general,
capital gain or loss with respect to Shares sold will be long-term capital gain or loss
if the holding period for such Shares is more than one year. Any loss upon the sale or
exchange of Shares held for six months or less will be treated as long-term capital loss
to the extent of any capital gain dividends received (including amounts credited as an
undistributed capital gain) by the stockholder. The maximum capital gains rate currently
applicable to such a sale of Shares would be 15% for non-corporate stockholders.
If none of the Code Section 302
tests described above is met, you may be treated as having received, in whole or in part,
a dividend, return of capital or capital gain, depending on (i) whether there are
sufficient earnings and profits to support a dividend and (ii) your tax basis in the
Shares. In this case, the tax basis in the Shares tendered to the Fund remaining after
any return of capital will be transferred to any remaining Shares held by you in the Fund.
The gross proceeds paid to a
stockholder or other payee pursuant to the Repurchase Offer will be subject to a
withholding tax unless either:
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(a)
the stockholder has provided the stockholder’s taxpayer identification number/social
security number, and certifies under penalty of perjury:
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(i)
that such number is correct, and
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(ii)
either that (A) the stockholder is exempt from backup withholding, (B) the
stockholder is not otherwise subject to backup withholding as a result of
a failure to report all interest or dividends, or (C) the Internal Revenue
Service has notified the stockholder that the stockholder is no longer
subject to backup withholding; or
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(b)
an exception applies under applicable law and Treasury regulations.
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Foreign stockholders may be required
to provide The Bank of New York Mellon Corporation, as Transfer Agent, with a completed
Form W-8BEN, available from the Transfer Agent, in order to avoid withholding on the
gross proceeds received pursuant to an offer.
Unless a reduced rate of withholding
or a withholding exemption is available under an applicable tax treaty, a stockholder who
is a nonresident alien or a foreign entity may be subject to a 30% United States
withholding tax on the gross proceeds received by such stockholder, if the proceeds are
treated as a “dividend” under the rules described above. Foreign stockholders should
consult their tax advisers regarding application of these withholding rules.
13. REQUESTS FOR REPURCHASE IN
PROPER FORM. Stockholders having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee may request to tender some or all of
their Shares by contacting their broker or financial adviser at such firm and indicating
that they desire to tender their Shares.
All Repurchase Requests MUST be received in
proper form by your broker or financial adviser on or before 5:00 p.m., Eastern Time, on
June 13, 2008.
Registered stockholders may request
to tender some or all of their Shares by delivering or mailing a Letter of Transmittal
(together with certificates and other required documents) to the Depositary Agent at the
appropriate address set forth at the end of this Repurchase Offer Statement (and causing
a confirmation of receipt of such delivery to be received by the Depositary Agent). To
tender Shares properly, the certificates for Shares, together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and any other documents
required by the Letter of Transmittal must be received prior to the Repurchase Offer
Request Deadline by the Depositary Agent.
The method of delivery of the certificates
representing shares, Letter of Transmittal, and any other documents to the Depositary
Agent is at the option and risk of the stockholder. The stockholder has the
responsibility to cause the certificates, Letter of Transmittal and any other documents
to be timely delivered. Letters of Transmittal and certificates representing tendered
Shares should not be sent or delivered directly to the Fund.
All questions as to validity, form,
eligibility (including time of receipt) and acceptance of tenders of Shares will be
determined by the Fund, in its sole discretion, which determination shall be final and
binding. The Fund reserves the absolute right to reject any or all tenders of Shares
determined not to be in appropriate form or to refuse to accept for payment, purchase or
pay for any Shares if, in the opinion of the Fund’s counsel, accepting, purchasing or
paying for such Shares would be unlawful. The Fund also reserves the absolute right to
waive any of the conditions of the Repurchase Offer or any defect in any tender of Shares
whether generally or with respect to any particular Share(s) or stockholder(s). The Fund’s
interpretations of the terms and conditions of the Repurchase Offer shall be final and
binding. Unless waived, any defects or irregularities in connection with tenders of
Shares must be cured within such times as the Fund shall determine. Tenders of Shares
will not be deemed to have been made until the defects or irregularities have been cured
or waived. None of the Fund, its Adviser or any other person is or will be obligated to
give notice of any defects or irregularities in tenders, nor shall any of them incur any
liability for failure to give any such notice.
* * *
None of the Fund, its Board of
Directors or its Adviser is making any recommendation to any stockholder as to whether to
tender or refrain from tendering Shares. Each stockholder is urged to read and evaluate
the Repurchase Offer and accompanying materials carefully.
No person has been authorized to
make any recommendation on behalf of the Fund as to whether stockholders should tender
Shares pursuant to this Repurchase Offer. No person has been authorized to give any
information or to make any representations in connection with the Repurchase Offer other
than those contained herein. If given or made, such recommendation and such information
and representation must not be relied upon as having been authorized by the Fund.
For the Fund’s most recent NAV or
market price per Share and other information, call 1-800-882-0052 or contact your broker
or financial adviser, or in the case of a registered stockholder, the Depositary Agent.
Date: May 16, 2008
* * *
DEPOSITARY AGENT
For Information Call:
The Bank of New York
Mellon
(800) 507-9357
By Mail:
The Bank of New York Mellon
Corporate Actions Dept.
BlackRock Enhanced Equity Yield Fund Inc.
P.O. Box 3300
South Hackensack, NJ 07606
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By Hand / Overnight Courier:
The Bank of New York Mellon
Corporate Actions Dept.
480 Washington Blvd.
Jersey City, NJ 07310
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Letter of
Transmittal
to Tender Shares of
BlackRock Enhanced Equity Yield Fund, Inc.
Pursuant to the Repurchase Offer Statement
May 16, 2008
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ALL REPURCHASE REQUESTS MUST BE RECEIVED IN PROPER FORM ON OR
BEFORE 5:00 P.M., EASTERN TIME, ON JUNE 13, 2008.
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The Depositary Agent
for the Offer is:
The Bank of New York
Mellon Corporation
Telephone: (800)
507-9357
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By Overnight Courier / Hand:
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By Mail:
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The Bank of New York Mellon
Corporate Actions Dept.
480 Washington Blvd.
Jersey City, NJ 07310
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The Bank of New York Mellon
Corporate Actions Dept.
BlackRock Enhanced Equity Yield Fund Inc.
P.O. Box 3300
South Hackensack, NJ 07606
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DESCRIPTION
OF SHARES TENDERED
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Name(s)
and Address(es) of
Registered
Stockholder(s)
(Please
fill in, if blank, exactly as name(s)
appear(s)
on Share Certificate(s))
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Share Certificate(s) and
Share(s) Tendered
(Attach additional list, if necessary)
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Share
Certificate
Number(s)*
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Total
Number of
Shares
Evidenced By
Share
Certificate(s)*
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No. of
Shares
Tendered**
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Total
Shares
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*
Need
not be completed by stockholders delivering Shares by book-entry transfer.
**
Unless
otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate
(as defined below) delivered to the Depositary Agent are being tendered hereby. See Instruction 4.
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This
Letter of Transmittal is to be completed by stockholders of BlackRock Enhanced Equity
Yield Fund, Inc. (the “Purchaser”) if certificates representing Shares (as defined below)
are to be forwarded herewith.
DELIVERY OF THIS
LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.
THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
NOTE: SIGNATURES
MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The
undersigned hereby tenders the above-described shares of common stock (“Shares”) of
BlackRock Enhanced Equity Yield Fund, Inc. pursuant to the Purchaser’s offer to
repurchase Shares at the net asset value (“NAV”) per share on June 27, 2008 (the “Repurchase
Pricing Date”) subject to a repurchase fee described in the Repurchase Offer (as defined
below), net to the seller in cash, upon the terms and subject to all of the conditions
set forth in the Repurchase Offer Statement, dated May 16, 2008 (the “Repurchase Offer”),
receipt of which is hereby acknowledged, and in this Letter of Transmittal (which,
together with the Repurchase Offer and any amendments or supplements hereto or thereto,
collectively constitute the “Offer”).
Upon
the terms and subject to the conditions of the Offer (and if the Offer is extended or
amended, the terms of any such extension or amendment), and subject to, and effective
upon, acceptance for payment of Shares tendered herewith, in accordance with the terms of
the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of
Purchaser all right, title and interest in and to all Shares that are being tendered
hereby and all dividends, distributions (including, without limitation, distributions of
additional Shares) and rights declared, paid or distributed in respect of such Shares on
or after June 27, 2008 (collectively, “Distributions”) and irrevocably appoints the
Depositary Agent the true and lawful agent and attorney-in-fact of the undersigned with
respect to such Shares (and all Distributions), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an interest), to
(i) deliver certificates
representing
such Shares (and all Distributions)(“Share
Certificates”), together with all accompanying evidences of transfer and authenticity, to
or upon the order of Purchaser, (ii) present such Shares (and all Distributions) for
transfer on the books of the Company and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares (and all Distributions), all
in accordance with the terms of the Offer.
By
executing this Letter of Transmittal, the undersigned hereby irrevocably appoints
Depositary Agent and Purchaser and each of them, as the attorneys and proxies of the
undersigned, each with full power of substitution, to vote in such manner as each such
attorney and proxy or his substitute shall, in his sole discretion, deem proper and
otherwise act (by written consent or otherwise) with respect to all Shares tendered
hereby which have been accepted for payment by Purchaser prior to the time of such vote
or other action and all Shares and other securities issued in Distributions in respect of
such Shares, which the undersigned is entitled to vote at any meeting of stockholders of
the Company (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise. This proxy and power of
attorney is coupled with an interest in Shares tendered hereby, is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for payment of such
Shares by Purchaser in accordance with the other terms of the Offer. Such acceptance for
payment shall revoke all other proxies and powers of attorney granted by the undersigned
at any time with respect to such Shares (and all Shares and other securities issued as
Distributions in respect of such Shares), and no subsequent proxies, powers of attorney,
consents or revocations may be given by the undersigned with respect thereto (and if
given will not be deemed effective). The undersigned understands that, in order for
Shares or Distributions to be deemed validly tendered, immediately upon Purchaser’s
acceptance of such Shares for
payment, Purchaser must be able to
exercise full voting and other rights with respect to such Shares (and any and all
Distributions), including, without limitation, voting at any meeting of the Company’s
stockholders then scheduled. The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign and transfer Shares
tendered hereby and all Distributions, that when such Shares are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto and to
all Distributions, free and clear of all liens, restriction, charges and encumbrances,
and that none of such Shares and Distributions will be subject to any adverse claim. The
undersigned, upon request, shall execute and deliver all additional documents deemed by
the Depositary Agent or Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of Shares tendered hereby and all Distributions. In addition, the
undersigned shall remit and transfer promptly to the Depositary Agent for the account of
Purchaser all Distributions in respect of Shares tendered hereby, accompanied by
appropriate documentation of transfer, and pending such remittance and transfer or
appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges
as owner of each such Distribution and may withhold the entire purchase price of Shares
tendered hereby, or deduct from such purchase price, the amount or value of such
Distribution as determined by Purchaser in its sole discretion.
No
authority herein conferred or agreed to be conferred shall be affected by, and all such
authority shall survive, the death or incapacity of the undersigned. All obligations of
the undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Repurchase Offer
Statement, this tender is irrevocable.
The
undersigned understands that the valid tender of Shares pursuant to any one of the
procedures described in the Repurchase Offer and in the Instructions hereto will
constitute the undersigned’s acceptance of the terms and conditions of the Offer.
Purchaser’s acceptance of such Shares for payment will constitute a binding agreement
between the undersigned and Purchaser upon the terms and subject to the conditions of the
Offer (and, if the Offer is extended or amended, the terms or conditions of any such
extension or amendment).
Unless
otherwise indicated below in the box entitled “Special Payment Instructions,” please
issue the check for the purchase price of all Shares purchased and return all Share
Certificates evidencing Shares not tendered or not accepted for payment in the name(s) of
the registered stockholder(s) appearing above under “Description of Shares Tendered.” Similarly,
unless otherwise indicated below in the box entitled “Special Delivery Instructions,” please
mail the check for the purchase price of all Shares purchased and return all Share
Certificates evidencing Shares not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered stockholder(s) appearing
above under “Description of Shares Tendered.” In the event that the boxes below entitled “Special
Payment Instructions” and “Special Delivery Instructions” are both completed, please
issue the check for the purchase price of all Shares purchased and return all Share
Certificates evidencing Shares not tendered or not accepted for payment in the name(s)
of, and deliver such check and return such Share Certificates (and any accompanying
documents, as appropriate) to, the person(s) so indicated. The undersigned recognizes
that Purchaser has no obligation, pursuant to the Special Payment Instructions, to
transfer any Shares from the name of the registered stockholder(s) thereof if Purchaser
does not accept for payment any Shares tendered hereby.
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SPECIAL PAYMENT
INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To
be completed ONLY if the check for the purchase price of Shares and Share Certificates
evidencing Shares not tendered or not purchased are to be issued in the name of someone
other than the undersigned.
Issue
Check and Share Certificate(s) to:
Name:
____________________________________________________________________________
(Please Print)
Address:
_________________________________________________________________________
__________________________________________________________________________________
(Zip Code)
(Tax Identification
or Social Security Number)
(See Substitute Form W-9 below)
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SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To
be completed ONLY if the check for the Shares purchased and Share Certificates evidencing
Shares not tendered or not purchased are to be mailed to someone other than the
undersigned, or to the undersigned at an address other than that shown under “Description
of Shares Tendered.”
Mail
Check and Share Certificate(s) to:
Name:
____________________________________________________________________________
(Please Print)
Address:
_________________________________________________________________________
__________________________________________________________________________________
(Zip Code)
(Tax Identification
or Social Security Number)
(See Substitute Form W-9 below)
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IMPORTANT
STOCKHOLDERS,
SIGN HERE:
(Please Complete Substitute Form W-9 Below)
Signature(s) of
Stockholder(s)
Dated: _____________, 2008.
(Must be signed by registered
stockholder(s) exactly as name(s) appear(s) on Share Certificates or on a
security position listing by person(s) authorized to become registered
stockholder(s) by certificates and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, please provide the following information and see
Instruction 5.)
Name(s):
______________________________________________________________________
Please Print
Capacity (full title):
_______________________________________________________________
Address:
______________________________________________________________________
Include Zip Code
Daytime Area Code and Telephone No.:
______________________________________________
Taxpayer Identification or
Social Security No.:
______________________________________________________________
(See
Substitute Form W-9 below)
GUARANTEE OF
SIGNATURE(S)
(See Instructions 1 and 5)
FOR USE BY FINANCIAL
INSTITUTIONS ONLY.
FINANCIAL INSTITUTIONS: PLACE
MEDALLION
GUARANTEE IN SPACE BELOW
####
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INSTRUCTIONS
Forming Part of the
Terms and Conditions of the Offer
1.
Guarantee of Signatures.
All signatures on this Letter of Transmittal must be guaranteed
by a firm which is a member of the Security Transfer Agent Medallion Signature Program,
or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing
being an “Eligible Institution”) unless (i) this Letter of Transmittal is signed by the
registered stockholder(s) of Shares tendered hereby and such stockholder(s) has (have)
not completed the box entitled “Special Payment Instructions” or “Special Delivery
Instructions” accompanying these instructions or (ii) such Shares are tendered for the
account of an Eligible Institution. See Instruction 5.
2.
Delivery of Letter of Transmittal and Share Certificates.
This Letter of Transmittal is
to be used only if Share Certificates are to be forwarded herewith. Share Certificates
evidencing all physically tendered Shares, as well as a properly completed and duly
executed Letter of Transmittal and any other documents required by this Letter of
Transmittal, must be received by the Depositary Agent at one of its addresses set forth
below prior to the Repurchase Request Deadline (as defined in Section 1 of the Repurchase
Offer). If Share Certificates are forwarded to the Depositary Agent in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must accompany
each such delivery.
The
method of delivery of this Letter of Transmittal, Share Certificates and all other
required documents is at the option and risk of the tendering stockholder, and the
delivery will be deemed made only when actually received by the Depositary Agent. If
delivery is by mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
No
alternative, conditional or contingent tenders will be accepted and no fractional Shares
will be purchased. By execution of this Letter of Transmittal, all tendering stockholders
waive any right to receive any notice of the acceptance of their Shares for payment.
3.
Inadequate Space.
If the space provided under “Description of Shares Tendered” is
inadequate, the Share Certificate numbers, the number of Shares evidenced by such Share
Certificates and the number of Shares tendered should be listed on a separate signed
schedule and attached hereto.
4.
Partial Tenders.
If fewer than all Shares evidenced by any Share Certificate delivered to
the Depositary Agent herewith are to be tendered hereby, fill in the number of Shares
that are to be tendered in the box entitled “Number of Shares Tendered.” In such cases,
new Share Certificate(s) evidencing the remainder of Shares that were evidenced by the
Share Certificates delivered to the Depositary Agent herewith will be sent to the
person(s) signing this Letter of Transmittal, unless otherwise provided in the box
entitled “Special Delivery Instructions,” as soon as practicable after the Repurchase
Request Deadline or the termination of the Repurchase Offer. All Shares evidenced by
Share Certificates delivered to the Depositary Agent will be deemed to have been tendered
unless otherwise indicated.
5.
Signatures on Letter of Transmittal; Stock Powers and Endorsements.
If this Letter of
Transmittal is signed by the registered stockholder(s) of Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on the face of the Share
Certificates evidencing such Shares without alteration, enlargement or any other change
whatsoever.
If
any Shares tendered hereby are held of record by two or more persons, all such persons
must sign this Letter of Transmittal.
If
any Shares tendered hereby are registered in different names, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are different
registrations of such Shares.
If
this Letter of Transmittal is signed by the registered stockholder(s) of Shares tendered
hereby, no endorsements of Share Certificates or separate stock powers are required,
unless payment is to be made to, or Share Certificates evidencing Shares not tendered or
not accepted for
payment are to be issued in the name
of, a person other than the registered stockholder(s). If the Letter of Transmittal is
signed by a person other than the registered stockholder(s) of the Share Certificate(s)
evidencing Shares tendered, the Share Certificate(s) tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the name(s) of
the registered stockholder(s) appear(s) on such Share Certificate(s). Signatures on such
Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If
this Letter of Transmittal or any Share Certificate or stock power is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to Purchaser of such person’s
authority so to act must be submitted.
6.
Stock Transfer Taxes.
Except as otherwise provided in this Instruction 6, Purchaser will
pay all stock transfer taxes with respect to the sale and transfer of any Shares to it or
its order pursuant to the Offer. If, however, payment of the purchase price of any Shares
purchased is to be made to, or Share Certificate(s) evidencing Shares not tendered or not
accepted for payment are to be issued in the name of, any person other than the
registered stockholder(s) or if tendered certificates are registered in the name of any
person other than the person(s) signing the Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered stockholder(s), or such other
person, or otherwise) payable on account of the transfer to such other person will be
deducted from the purchase price of such Shares purchased, unless evidence satisfactory
to Purchaser of the payment of such taxes, or exemption therefrom, is submitted.
Except
as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be
affixed to the Share Certificates evidencing Shares tendered hereby.
7.
Special Payment and Delivery Instructions.
If a check for the purchase price of any
Shares tendered hereby is to be issued in the name of, and/or Share Certificate(s)
evidencing Shares not tendered or not accepted for payment are to be issued in the name
of and/or returned to, a person other than the person(s) signing this Letter of
Transmittal or if such check or any such Share Certificate is to be sent to a person
other than the signor of this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box entitled “Description
of Shares Tendered,” the appropriate boxes herein must be completed.
8.
Questions and Requests for Assistance or Additional Copies.
Questions and requests for
assistance may be directed to the Depositary Agent at the address or telephone number set
forth below. Additional copies of the Repurchase Offer Statement, this Letter of
Transmittal, and the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 may be obtained from the Depositary Agent.
9.
Important Tax Information.
Under Federal income tax law, a stockholder whose tendered
Shares are accepted for payment is required by law to provide the Depositary Agent (as
payer) with his correct taxpayer identification number, which is accomplished by
completing and signing the Substitute Form W-9.
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PAYER’S NAME: The
Bank of New York Mellon Corporation
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SUBSTITUTE
Form W-9
Department of the
Treasury Internal
Revenue Service
Payers Request for
Taxpayer
Identification Number (TIN)
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Part I
Taxpayer Identification Number
For all accounts, enter your taxpayer identification number in the box at right. (For
most individuals, this is your social security number. If you do not have a number, see “Obtaining
a Number” in the enclosed Guidelines.) Certify by signing and dating below. Note: If the
account is in more than one name, see the chart in the enclosed Guidelines to determine
which number to give the payer.
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__________________________
Social security number
or
__________________________
Taxpayer identification number
(If awaiting TIN write
“Applied For”)
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Part II
For Payees Exempt from Backup
Withholding, see the enclosed
Guidelines and complete as instructed therein.
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Certification:
Under penalties of perjury, I certify
that:
(1) The
number shown on this form is my correct Taxpayer Identification Number (or I am waiting
for a number to be issued to me), and
(2) I
am not subject to backup withholding because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal Revenue Service (the “IRS”)
that I am subject to back-up withholding as a result of failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
Certificate
Instructions:
You must cross out item (2) above if you have been notified by the
IRS that you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by the
IRS that you were subject to backup withholding you received another notification
from the IRS that you are no longer subject to backup withholding, do not cross out
item (2). (Also see instructions in the enclosed Guidelines .)
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SIGNATURE:
___________________________________________________ DATE: ___________________
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NOTE:
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FAILURE
TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS
MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW THE ENCLOSED “GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR
ADDITIONAL DETAILS.
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NOTE:
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YOU
MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER IDENTIFICATION
NUMBER.
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CERTIFICATE
OF AWAITING TAXPAYER IDENTIFICATION NUMBER
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I certify under penalties of perjury
that a taxpayer identification number has not been issued to me, and either (1) I have
mailed or delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security Administration office or
(2) I intend to mail or deliver an application in the near future. I understand that, if
I do not provide a taxpayer identification number by the time of payment, 28% of all
reportable cash payments made to me thereafter will be withheld until I provide a
taxpayer identification number.
SIGNATURE:
__________________________________________________
DATE:
____________________
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The
Letter of Transmittal and Share Certificates and any other required documents should be
sent or delivered by each stockholder or such stockholder’s broker, dealer, commercial
bank, trust company or other nominee to the Depositary Agent at one of its addresses set
forth below:
The Depositary Agent for
the Offer is:
The Bank of New York
Mellon Corporation
Telephone: (800) 507-9357
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By Overnight Courier / Hand:
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By Mail:
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The Bank of New York Mellon
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The Bank of New York Mellon
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Corporate Actions Dept.
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Corporate Actions Dept.
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480 Washington Blvd.
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BlackRock Enhanced Equity Yield Fund Inc.
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Jersey City, NJ 07310
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P.O. Box 3300
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South Hackensack, NJ 07606
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Questions or requests
for assistance may be directed to the Depositary Agent at its
respective address above, and at its telephone number listed
below.
Additional copies of the
Repurchase Offer Statement and this Letter of Transmittal
may be obtained from the Depositary Agent.
A stockholder may also
contact brokers, dealers, commercial banks or trust companies
for assistance concerning the Offer.
For Information call:
The Bank of New York Mellon Corporation
(800) 507-9357
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