Exhibit 10.1


 


DIVIDEND
REINVESTMENT PLAN


 


OF


 


ARES
CAPITAL CORPORATION


 


effective as of December 13, 2010


 


Ares
Capital Corporation, a Maryland corporation (the “Corporation”), hereby adopts
the following plan (the “Plan”) with respect to the cash portion of dividends
and distributions (collectively, “Cash Dividends”) declared by its Board of
Directors (the “Board of Directors”) on shares of its common stock, par value
$0.001 per share (the “Common Stock”):


 


1.             Unless a registered stockholder (a
“stockholder”) specifically elects to receive cash as set forth below, all Cash
Dividends shall be payable in shares of the Common Stock of the Corporation,
and no action shall be required on such stockholder’s part to receive a
distribution in stock.


 


2.             Such Cash Dividends shall be
payable on such date or dates as may be fixed from time to time by the Board of
Directors to stockholders of record at the close of business on the record date(s) established
by the Board of Directors for the Cash Dividend involved.


 


3.             The Corporation intends to use
primarily newly issued shares of its Common Stock to implement the Plan,
whether its shares are trading at a premium or at a discount to net asset
value.  However, the Corporation reserves
the right to purchase shares in the open market in connection with its
obligations under the Plan.  The number
of shares to be delivered to a stockholder shall be determined by dividing the
total dollar amount of the Cash Dividend payable to such stockholder by the
market price per share of the Corporation’s Common Stock on the valuation date
fixed by the Board of Directors for such Cash Dividend.  Market price per share on a particular date
shall be the closing price for such shares on The NASDAQ Global Select Market on
such date or, if no sale is reported for such day, at the average of their
reported bid and asked prices.


 


4.             A stockholder may, however, elect
to receive any Cash Dividends in cash. 
To exercise this option, such stockholder shall notify The Bank of New
York Mellon, the plan administrator (the “Plan Administrator”), in writing, by
telephone or over the Internet (pursuant to the instructions in Section 10
hereof) so that such notice is received by the Plan Administrator no later than
1:00 p.m. Eastern time on the record date fixed by the Board of Directors
for the Cash Dividend involved.


 


5.             The Plan Administrator will set up a
Plan account for shares acquired pursuant to the Plan for each stockholder who
has not so elected to receive Cash Dividends in cash (each a “Participant”).  The Plan Administrator may hold each
Participant’s shares, together with the shares of other Participants, in
non-certificated form in the Plan Administrator’s name or that of its nominee.


 


 

















 


 


6.             The Plan Administrator will confirm
to each Participant each acquisition made pursuant to the Plan as soon as
practicable.  Each Participant may from
time to time have an undivided fractional interest (computed to four decimal
places) in a share of Common Stock of the Corporation and dividends and
distributions on fractional shares will be credited to each Participant’s Plan
account.


 


7.             The Plan Administrator will forward
to each Participant any Corporation-related proxy solicitation materials and
each Corporation report or other communication to stockholders and will vote
any shares held by it under the Plan in accordance with the instructions set
forth on proxies returned by Participants to the Corporation.


 


8.             In the event that the Corporation
makes available to its stockholders rights to purchase additional shares or
other securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares held by the
Participant (in book-entry or certificated form) in calculating the number of
rights to be issued to the Participant.


 


9.             The Plan Administrator’s service
fee, if any, and expenses for administering the Plan will be paid for by the
Corporation.


 


10.           Each Participant may terminate his or
its account under the Plan by so notifying the Plan Administrator via the Plan
Administrator’s website at www.bnymellon.com/shareowner/equityaccess, by
filling out the transaction request form located at the bottom of the
Participant’s statement and sending it to P.O. Box 358035, Pittsburgh, PA
15252-8035 or by calling the Plan Administrator’s hotline at 1-866-365-2497.  Such termination will be effective
immediately if the Participant’s notice is received by the Plan Administrator
prior to any dividend or distribution record date; otherwise, such termination
will be effective only with respect to any subsequent dividend or
distribution.  The Plan may be terminated
by the Corporation upon notice in writing mailed to each Participant at least
30 days prior to any record date for the payment of any dividend or
distribution by the Corporation.


 


11.           Upon any termination of the Plan by
the Corporation or by a Participant of his or its account under the Plan, the
Plan Administrator will cause full and fractional shares held for the
Participant under the Plan to be credited to the Participant in book-entry form
with the Corporation’s transfer agent. 
In advance of such termination, a Participant may instead elect to have
the Plan Administrator sell part or all of the Participant’s shares and remit
the proceeds to the Participant, in which case the Plan Administrator will be
authorized to deduct a fee of up to $15 plus $0.12 per share from the
proceeds.  A sale request that is
received before 1:00 p.m. Eastern time, will, subject to market conditions
and their factors, generally be sold the same business day.  Sales usually take place on a daily basis
during trading days on The NASDAQ Global Select Market and are generally
processed on the day that a sale request is received by the Plan Administrator
(if received during a trading day) and no later than five business days of the
receipt of that request.


 


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12.           These terms and conditions may be
amended or supplemented by the Corporation at any time but, except when
necessary or appropriate to comply with applicable law or the rules or
policies of the Securities and Exchange Commission or any other regulatory
authority, only by mailing to each Participant appropriate written notice at
least 30 days prior to the effective date thereof.  The amendment or supplement shall be deemed
to be accepted by each Participant unless, prior to the effective date thereof,
the Plan Administrator receives written notice from the Participant of the
termination of such Participant’s account under the Plan.  Any such amendment may include an appointment
by the Plan Administrator, in its place and stead, of a successor agent under
these terms and conditions, with full power and authority to perform all or any
of the acts to be performed by the Plan Administrator under these terms and
conditions.  Upon any such appointment of
any agent for the purpose of receiving dividends and distributions, the
Corporation will be authorized to pay to such successor agent, for each
Participant’s account, all dividends and distributions payable on shares of the
Corporation held in the Participant’s name or under the Plan for retention or
application by such successor agent as provided in these terms and conditions.


 


13            The Plan Administrator will at all
times act in good faith and use its commercially reasonable best efforts to
ensure its full and timely performance of all services to be performed by it
under this Plan and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to errors unless
such error is caused by the Plan Administrator’s negligence, bad faith, or
willful misconduct or that of its employees or agents.


 


14.           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.


 


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