Exhibit 2
December 22, 2023
Via Electronic Mail and Courier
Ms. Janey Ahn, Secretary
c/o Blackrock, Inc.
50 Hudson Yards
New York, NY 10001
Re: BlackRock Capital Allocation Term Trust (the "Fund")
Dear Ms. Ahn,
Saba Capital Management, L.P. ("Saba") is the investment adviser to Saba Capital Master Fund, Ltd. (the "Proponent"), the owner of 3,238,599 shares of common stock, par value $0.01 per share of the Fund (the "Common Shares"). The Proponent has held Common Shares representing a market value of $25,000 or more continuously for more than one year prior to and including the date hereof.
In accordance with Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), Saba, on behalf of the Proponent, submits the following proposal for presentation to the Fund's stockholders at the Fund's 2024 annual meeting of stockholders, including any postponement or adjournment or special meeting held in lieu thereof (the "Meeting").
The Proponent's proposal pursuant to Rule 14a-8 of the Exchange Act (the "Proposal") is as follows:
PROPOSAL
RESOLVED, that the investment management agreement between BlackRock Capital Allocation Term Trust (the "Fund") and BlackRock Advisors, LLC, dated September 18, 2020, as since amended or novated (the "Management Agreement"), shall be terminated by the Fund, pursuant to the right of stockholders as embodied in Section 12 of the Management Agreement and Section 15(a)(3) of the Investment Company Act of 1940, such termination to be effective no more than sixty days following the date hereof.
END OF PROPOSAL
Saba hereby represents that the Proponent has continuously and beneficially owned Common Shares with a market value of not less than $25,000 for at least one year prior to the date of the submission of Proposal, and intends to continue to hold the requisite number of Common Shares through the date of the Meeting. A letter from the Proponent's broker confirming the above ownership is attached as Exhibit A hereto.
In accordance with Rule 14a-8(b)(1)(iii) of the Exchange Act, the Proponent represents that its representatives are able to meet with the Fund via teleconference no less than 10 calendar days, nor more than 30 calendar days, after submission of the Proposal. The Proponent will assume that the regular business hours of the Fund's principal executive offices, which are located in New York, are between 9:00 a.m. and 5:30 p.m. ET, unless otherwise notified by the Fund. To that end, certain representatives of the Proponent are available to discuss the Proposal during the following business days and at the following times by teleconference:
- January 2, 2024, between 2:00 p.m. and 5:00 p.m. ET
- January 3, 2024, between 11:00 a.m. and 1:00 p.m. ET
- January 4, 2024, between 2:00 p.m. and 4:00 p.m. ET
The Proponent's contact information is as follows:
c/o Saba Capital Management, L.P.
405 Lexington Avenue, 58th Floor
New York, New York 10174
Attn: Michael D'Angelo
Email: Michael.Dangelo@sabacapital.com
In addition, Saba would appreciate that copies of all written notices and other written or electronic communications (which shall not constitute notice) be sent to:
Schulte Roth & Zabel LLP
919 Third Avenue, Suite 2300
New York, New York 10022
Attn: Eleazer Klein and Abraham Schwartz
Email: Eleazer.Klein@srz.com
Email: Abraham.Schwartz@srz.com
Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that the Proponent may promptly provide it to you in order to cure any deficiency.
Thank you for your time and consideration.
| | Sincerely, |
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| | By: | Saba Capital Management, L.P. |
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| | | Name: Michael D'Angelo
Title: Chief Operating Officer and General Counsel |
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cc: The Board of Trustees of the Fund
