UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-21413
Name of Fund: BlackRock Floating Rate Income Strategies Fund, Inc. (FRA)
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Floating
Rate Income Strategies Fund, Inc., 55 East 52nd Street, New York, NY 10055
Registrants telephone number, including area code: (800) 882-0052, Option 4
Date of fiscal year end: 08/31/2019
Date of reporting period: 08/31/2019
Item 1 Report to Stockholders
AUGUST 31, 2019
ANNUAL REPORT |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA)
BlackRock Limited Duration Income Trust (BLW)
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of each Funds shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from BlackRock or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
You may elect to receive all future reports in paper free of charge. If you hold accounts directly with BlackRock, you can call Computershare at (800) 699-1236 to request that you continue receiving paper copies of your shareholder reports. If you hold accounts through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Please note that not all financial intermediaries may offer this service. Your election to receive reports in paper will apply to all funds advised by BlackRock Advisors, LLC or its affiliates, or all funds held with your financial intermediary, as applicable.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive electronic delivery of shareholder reports and other communications by contacting your financial intermediary, if you hold accounts through a financial intermediary. Please note that not all financial intermediaries may offer this service.
Not FDIC Insured May Lose Value No Bank Guarantee |
Supplemental Information
On September 5, 2019, the Funds, acting pursuant to a U.S. Securities and Exchange Commission (SEC) exemptive order and with the approval of each Funds Board of Directors (the Board), each adopted a managed distribution plan, consistent with its investment objectives and policies to support a level distribution of income, capital gains and/or return of capital (the Plan). In accordance with the Plans, starting in October 2019, FRA will distribute a fixed amount of $0.0788 per share on a monthly basis and BLW will distribute a fixed amount of $0.0981 per share on a monthly basis.
The fixed amounts distributed per share are subject to change at the discretion of each Funds Board. Under its Plan, each Fund will distribute all available investment income to its shareholders as required by the Internal Revenue Code of 1986, as amended (the Code). If sufficient income (inclusive of net investment income and short-term capital gains) is not earned on a monthly basis, the Funds will distribute long-term capital gains and/or return of capital to shareholders in order to maintain a level distribution. Each monthly distribution to shareholders is expected to be at the fixed amount established by the Board; however, each Fund may make additional distributions from time to time, including additional capital gain distributions at the end of the taxable year, if required to meet requirements imposed by the Code and/or the Investment Company Act of 1940, as amended (the 1940 Act).
Shareholders should not draw any conclusions about each Funds investment performance from the amount of these distributions or from the terms of the Plan. Each Funds total return performance is presented in its financial highlights table.
The Board may amend, suspend or terminate a Funds Plan at any time without prior notice to the Funds shareholders if it deems such actions to be in the best interests of the Fund or its shareholders. The suspension or termination of the Plan could have the effect of creating a trading discount (if the Funds stock is trading at or above net asset value) or widening an existing trading discount. The Funds are subject to risks that could have an adverse impact on their ability to maintain level distributions. Examples of potential risks include, but are not limited to, economic downturns impacting the markets, changes in interest rates, decreased market volatility, companies suspending or decreasing corporate dividend distributions and changes in the Code.
The amounts and sources of distributions reported will be estimates and will be provided to you pursuant to regulatory requirements and will not be provided for tax reporting purposes. The actual amounts and sources for tax reporting purposes will depend upon each Funds investment experience during its fiscal year and may be subject to changes based on tax regulations. Each Fund will provide a Form 1099-DIV each calendar year that will tell you how to report these distributions for U.S. federal income tax purposes.
2 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
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Fund Summary as of August 31, 2019 | BlackRock Floating Rate Income Strategies Fund, Inc. |
Fund Overview
BlackRock Floating Rate Income Strategies Fund, Inc.s (FRA) (the Fund) investment objective is to provide shareholders with high current income and such preservation of capital as is consistent with investment in a diversified, leveraged portfolio consisting primarily of floating rate debt securities and instruments. The Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its managed assets in floating rate debt securities, including floating or variable rate debt securities that pay interest at rates that adjust whenever a specified interest rate changes and/or which reset on predetermined dates (such as the last day of a month or calendar quarter). The Fund invests a substantial portion of its investments in floating rate debt securities consisting of secured or unsecured senior floating rate loans that are rated below investment grade at the time of investment or, if unrated, are considered by the investment adviser to be of comparable quality. The Fund may invest directly in floating rate debt securities or synthetically through the use of derivatives.
No assurance can be given that the Funds investment objective will be achieved.
Fund Information
Symbol on New York Stock Exchange (NYSE) |
FRA | |
Initial Offering Date |
October 31, 2003 | |
Current Distribution Rate on Closing Market Price as of August 31, 2019 ($12.46)(a) |
6.69% | |
Current Monthly Distribution per Common Share(b) |
$0.0695 | |
Current Annualized Distribution per Common Share(b) |
$0.8340 | |
Leverage as of August 31, 2019(c) |
28% |
(a) | Current Distribution Rate on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. The current distribution rate may consist of income, net realized gains and/or a return of capital. Past performance does not guarantee future results. |
(b) | The monthly distribution per Common Share, declared on October 1, 2019, was increased to $0.0788 per share. The current distribution rate on closing market price, current monthly distribution per Common Share, and current annualized distribution per Common Share do not reflect the new distribution rate. The new distribution rate is not constant and is subject to change in the future. |
(c) | Represents bank borrowings outstanding as a percentage of total managed assets, which is the total assets of the Fund (including any assets attributable to borrowings) minus the sum of liabilities (other than borrowings representing financial leverage). Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments on page 10. |
Market Price and Net Asset Value Per Share Summary
08/31/19 | 08/31/18 |
Change | High | Low | ||||||||||||||||
Market Price |
$ | 12.46 | $ | 13.80 | (9.71 | )% | $ | 13.85 | $ | 11.63 | ||||||||||
Net Asset Value |
14.49 | 14.92 | (2.88 | ) | 14.98 | 13.75 |
Market Price and Net Asset Value History For the Past Five Years
FUND SUMMARY | 5 |
Fund Summary as of August 31, 2019 (continued) | BlackRock Floating Rate Income Strategies Fund, Inc. |
Performance and Portfolio Management Commentary
Returns for the period ended August 31, 2019 were as follows:
Average Annual Total Returns | ||||||||||||
1 Year | 3 Years | 5 Years | ||||||||||
Fund at NAV(a)(b) |
3.94 | % | 5.38 | % | 4.80 | % | ||||||
Fund at Market Price(a)(b) |
(3.37 | ) | 2.77 | 3.23 | ||||||||
S&P/LSTA Leveraged Loan Index(c) |
3.33 | 4.66 | 3.76 |
(a) | All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Funds use of leverage. |
(b) | The Funds discount to NAV widened during the period, which accounts for the difference between performance based on market price and performance based on NAV. |
(c) | An unmanaged market value-weighted index (the Reference Benchmark) designed to measure the performance of the U.S. leveraged loan market based upon market weightings, spreads and interest payments. |
Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.
Past performance is not indicative of future results.
The following discussion relates to the Funds absolute performance based on NAV:
What factors influenced performance?
The largest absolute sector contributors to Fund performance included floating rate loan interests (bank loans) held within technology, consumer cyclical services and health care. The Funds B-rated positions were the largest contributors, followed by BB-rated positions. Importantly, returns for all ratings segments CCC and above were positive over the period. From an asset allocation perspective, indexed loan positions were additive as well.
The oil field services, banking and independent energy sectors were the largest detractors. In terms of rating categories, nonrated/other positions were the only detractors.
Describe recent portfolio activity.
Sector allocations were largely unchanged over the 12 months, although single-name relative positioning was arguably more important to portfolio performance. The investment adviser has been an active user of liquid products within the loan market, recently adding total return swaps to the portfolio.
From a credit quality standpoint, the portfolio remained concentrated on the B- and BB-rated segments of the bank loan market, while maintaining a much smaller allocation to CCC-rated risk. The investment adviser reduced the Funds CCC-rated exposure throughout the period.
Describe portfolio positioning at period end
The Funds largest allocation at period end was to B-rated loans, with a focus on higher quality segments within that rating category. The Fund had very little exposure to the CCC-rated component of the loan market. Also reflecting a focus on relative quality, the Fund had a clear preference for loans with spreads in the 200-300 basis point (2%-3%) range over the London InterBank Offered Rate reference rate as opposed to positions with spreads of 400 or more basis points. The largest sector positions included technology, health care and consumer cyclical services. The Fund had a preference for larger loan tranches of $1 billion or more. From a vintage perspective, the Fund had a cautious stance on transactions initiated since 2017, given the arguably more aggressive lending standards and weaker protections for loan holders seen in recent years.
The Funds top five issuer-level positions comprised approximately 8% of the portfolio. The largest overweights included Clear Channel Outdoor Holdings, Inc. (media & entertainment), Sedgwick Claims Management Services, Inc. (financial other) and Infor US, Inc. (technology).
The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
6 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Fund Summary as of August 31, 2019 (continued) | BlackRock Floating Rate Income Strategies Fund, Inc. |
Overview of the Funds Total Investments
FUND SUMMARY | 7 |
Fund Summary as of August 31, 2019 | BlackRock Limited Duration Income Trust |
Fund Overview
BlackRock Limited Duration Income Trusts (BLW) (the Fund) investment objective is to provide current income and capital appreciation. The Fund seeks to achieve its investment objective by investing primarily in three distinct asset classes:
| intermediate duration, investment grade corporate bonds, mortgage-related securities, asset-backed securities and U.S. Government and agency securities; |
| senior, secured floating rate loans made to corporate and other business entities; and |
| U.S. dollar-denominated securities of U.S. and non-U.S. issuers rated below investment grade at the time of investment or unrated and deemed by the investment adviser to be of comparable quality and, to a limited extent, non-U.S. dollar denominated securities of non-U.S. issuers rated below investment grade or unrated and deemed by the investment adviser to be of comparable quality. |
The Funds portfolio normally has an average portfolio duration of less than five years (including the effect of anticipated leverage), although it may be longer from time to time depending on market conditions. The Fund may invest directly in securities or synthetically through the use of derivatives.
No assurance can be given that the Funds investment objective will be achieved.
Fund Information
Symbol on NYSE |
BLW | |
Initial Offering Date |
July 30, 2003 | |
Current Distribution Rate on Closing Market Price as of August 31, 2019 ($15.44)(a) |
6.18% | |
Current Monthly Distribution per Common Share(b) |
$0.0795 | |
Current Annualized Distribution per Common Share(b) |
$0.9540 | |
Leverage as of August 31, 2019(c) |
25% |
(a) | Current Distribution Rate on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. The current distribution rate may consist of income, net realized gains and/or a return of capital. Past performance does not guarantee future results. |
(b) | The monthly distribution per Common Share, declared on October 1, 2019, was increased to $0.0981 per share. The current distribution rate on closing market price, current monthly distribution per Common Share, and current annualized distribution per Common Share do not reflect the new distribution rate. The new distribution rate is not constant and is subject to change in the future. |
(c) | Represents reverse repurchase agreements outstanding as a percentage of total managed assets, which is the total assets of the Fund (including any assets attributable to borrowing) minus the sum of liabilities (other than borrowings representing financial leverage). Does not reflect derivatives or other instruments that may give rise to economic leverage. For a discussion of leveraging techniques utilized by the Fund, please see The Benefits and Risks of Leveraging and Derivative Financial Instruments on page 10. |
Market Price and Net Asset Value Per Share Summary
08/31/19 | 08/31/18 |
Change | High | Low | ||||||||||||||||
Market Price |
$ | 15.44 | $ | 15.06 | 2.52 | % | $ | 15.53 | $ | 13.00 | ||||||||||
Net Asset Value |
17.03 | 16.71 | 1.92 | 17.03 | 15.57 |
Market Price and Net Asset Value History For the Past Five Years
8 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Fund Summary as of August 31, 2019 (continued) | BlackRock Limited Duration Income Trust |
Performance and Portfolio Management Commentary
Returns for the period ended August 31, 2019 were as follows:
Average Annual Total Returns | ||||||||||||
1 Year | 3 Years | 5 Years | ||||||||||
Fund at NAV(a)(b) |
8.77 | % | 7.58 | % | 6.50 | % | ||||||
Fund at Market Price(a)(b) |
9.41 | 6.49 | 6.01 | |||||||||
Reference Benchmark(c) |
5.25 | 4.44 | 3.63 | |||||||||
Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index(d) |
6.56 | 6.17 | 4.86 | |||||||||
S&P/LSTA Leveraged Loan Index(e) |
3.33 | 4.66 | 3.76 | |||||||||
BATS S Benchmark(f) |
5.75 | 2.44 | 2.21 |
(a) | All returns reflect reinvestment of dividends and/or distributions at actual reinvestment prices. Performance results reflect the Funds use of leverage. |
(b) | The Funds discount to NAV narrowed during the period, which accounts for the difference between performance based on market price and performance based on NAV. |
(c) | The Reference Benchmark is comprised of the Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index (33.33%), the S&P/LSTA Leveraged Loan Index (33.33%), and the BATS S Benchmark (33.34%). The Reference Benchmarks index content and weightings may have varied over past periods. |
(d) | An unmanaged index comprised of issuers that meet the following criteria: at least $150 million par value outstanding; maximum credit rating of Ba1; at least one year to maturity; and no issuer represents more than 2% of the index. |
(e) | An unmanaged market value-weighted index designed to measure the performance of the U.S. leveraged loan market based upon market weightings, spreads and interest payments. |
(f) | A composite index comprised of Bloomberg Barclays ABS 1-3 Year AAA Rated ex Home Equity Index, Bloomberg Barclays Corporate 1-5 year Index, Bloomberg Barclays CMBS Investment Grade 1-3.5 Yr. Index, Bloomberg Barclays MBS 15 Yr Index and Bloomberg Barclays Credit Ex-Corporate 1-5 Yr Index. |
Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles.
Past performance is not indicative of future results.
The following discussion relates to the Funds absolute performance based on NAV:
What factors influenced performance?
Positive contributions to the Funds performance over the period came from allocations to credit sensitive areas of the market including high yield corporate bonds, investment grade corporate bonds and floating rate loan interests (bank loans). Exposure to sovereign bonds and commercial mortgage-backed securities (CMBS) also added to the Funds return, as did the Funds currency exposures.
The largest detractors from the Funds performance came from its positioning within municipal bonds, equities and cash.
The Fund held derivatives during the period, including Treasury futures, currency forwards, currency options, interest rate swaps and credit default swaps. Derivative securities were employed primarily to adjust duration (sensitivity to interest rate changes) and yield curve exposure, as well as to manage credit and currency risk. Currency forwards were used to provide the portfolio with active currency exposure. The Funds use of derivatives contributed positively to Fund performance during the period.
Describe recent portfolio activity.
During the reporting period, the Funds defensive posture was maintained. The Fund had a slight increase in foreign currency exposure from 0.4% to 0.9%, and an increase in its U.S. Treasury position from 0% to 3%. Over the period, the Fund trimmed its asset-backed securities (ABS) position from 11.4% to 5%, and reduced its CMBS position from 6.5% to 1%.
Describe portfolio positioning at period end.
At period end, the Fund maintained a diversified exposure to non-government spread sectors including high yield corporate bonds, senior bank loans, investment grade corporate bonds, CMBS, ABS, agency and non-agency residential mortgage-backed securities, emerging market debt and foreign sovereign debt.
The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
FUND SUMMARY | 9 |
Fund Summary as of August 31, 2019 (continued) | BlackRock Limited Duration Income Trust |
Overview of the Funds Total Investments
10 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
The Benefits and Risks of Leveraging
The Funds may utilize leverage to seek to enhance the distribution rate on, and net asset value (NAV) of, their common shares (Common Shares). However, there is no guarantee that these objectives can be achieved in all interest rate environments.
In general, the concept of leveraging is based on the premise that the financing cost of leverage, which is based on short-term interest rates, is normally lower than the income earned by a Fund on its longer-term portfolio investments purchased with the proceeds from leverage. To the extent that the total assets of the Funds (including the assets obtained from leverage) are invested in higher-yielding portfolio investments, the Funds shareholders benefit from the incremental net income. The interest earned on securities purchased with the proceeds from leverage (after paying the leverage costs) is paid to shareholders in the form of dividends, and the value of these portfolio holdings (less the leverage liability) is reflected in the per share NAV.
To illustrate these concepts, assume a Funds capitalization is $100 million and it utilizes leverage for an additional $30 million, creating a total value of $130 million available for investment in longer-term income securities. If prevailing short-term interest rates are 3% and longer-term interest rates are 6%, the yield curve has a strongly positive slope. In this case, a Funds financing costs on the $30 million of proceeds obtained from leverage are based on the lower short-term interest rates. At the same time, the securities purchased by a Fund with the proceeds from leverage earn income based on longer-term interest rates. In this case, a Funds financing cost of leverage is significantly lower than the income earned on a Funds longer-term investments acquired from such leverage proceeds, and therefore the holders of Common Shares (Common Shareholders) are the beneficiaries of the incremental net income.
However, in order to benefit shareholders, the return on assets purchased with leverage proceeds must exceed the ongoing costs associated with the leverage. If interest and other costs of leverage exceed the Funds return on assets purchased with leverage proceeds, income to shareholders is lower than if the Funds had not used leverage. Furthermore, the value of the Funds portfolio investments generally varies inversely with the direction of long-term interest rates, although other factors can influence the value of portfolio investments. In contrast, the value of the Funds obligations under their respective leverage arrangements generally does not fluctuate in relation to interest rates. As a result, changes in interest rates can influence the Funds NAVs positively or negatively. Changes in the future direction of interest rates are very difficult to predict accurately, and there is no assurance that the Funds intended leveraging strategy will be successful.
The use of leverage also generally causes greater changes in each Funds NAV, market price and dividend rates than comparable portfolios without leverage. In a declining market, leverage is likely to cause a greater decline in the NAV and market price of a Funds shares than if the Fund were not leveraged. In addition, each Fund may be required to sell portfolio securities at inopportune times or at distressed values in order to comply with regulatory requirements applicable to the use of leverage or as required by the terms of leverage instruments, which may cause the Fund to incur losses. The use of leverage may limit a Funds ability to invest in certain types of securities or use certain types of hedging strategies. Each Fund incurs expenses in connection with the use of leverage, all of which are borne by shareholders and may reduce income to the shareholders. Moreover, to the extent the calculation of the Funds investment advisory fees includes assets purchased with the proceeds of leverage, the investment advisory fees payable to the Funds investment adviser will be higher than if the Funds did not use leverage.
Each Fund may utilize leverage through a credit facility or reverse repurchase agreements as described in the Notes to Financial Statements.
Under the Investment Company Act of 1940, as amended (the 1940 Act), each Fund is permitted to issue debt up to 331⁄3% of its total managed assets. A Fund may voluntarily elect to limit its leverage to less than the maximum amount permitted under the 1940 Act. In addition, a Fund may also be subject to certain asset coverage, leverage or portfolio composition requirements imposed by its credit facility, which may be more stringent than those imposed by the 1940 Act.
If a Fund segregates or designates on its books and records cash or liquid assets having a value not less than the value of a Funds obligations under the reverse repurchase agreements (including accrued interest) then such transaction is not considered a senior security and is not subject to the foregoing limitations and requirements imposed by the 1940 Act.
Derivative Financial Instruments
The Funds may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. The Funds successful use of a derivative financial instrument depends on the investment advisers ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation a Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Funds investments in these instruments, if any, are discussed in detail in the Notes to Financial Statements.
THE BENEFITS AND RISKS OF LEVERAGING / DERIVATIVE FINANCIAL INSTRUMENTS | 11 |
August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) (Percentages shown are based on Net Assets) |
12 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 13 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) (Percentages shown are based on Net Assets) |
14 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 15 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) (Percentages shown are based on Net Assets) |
16 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 17 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) (Percentages shown are based on Net Assets) |
18 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 19 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) (Percentages shown are based on Net Assets) |
During the year ended August 31, 2019, investments in issuers considered to be an affiliate/affiliates of the Fund for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, and/or related parties of the Fund were as follows:
Affiliate | Shares Held at 08/31/18 |
Shares Purchased |
Shares Sold |
Shares Held at 08/31/19 |
Value at 08/31/19 |
Income | Net Realized Gain (Loss) (a) |
Change in Unrealized Appreciation (Depreciation) |
||||||||||||||||||||||||
BlackRock Liquidity Funds, T-Fund, Institutional Class(b) |
155,382 | | (155,382 | )(c) | | $ | | $ | 38,562 | $ | | $ | | |||||||||||||||||||
iShares iBoxx USD High Yield Corporate Bond ETF(b) |
| 46,500 | (46,500 | ) | | | | 27,274 | | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
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$ | | $ | 38,562 | $ | 27,274 | $ | | |||||||||||||||||||||||||
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(a) | Includes net capital gain distributions, if applicable. |
(b) | As of period end, the entity is no longer held by the Fund. |
(c) | Represents net shares sold. |
Derivative Financial Instruments Outstanding as of Period End
Forward Foreign Currency Exchange Contracts
Currency Purchased |
Currency Sold |
Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) |
||||||||||||||||
USD | 5,112,331 | EUR | 4,575,000 | Goldman Sachs International | 09/05/19 | $ | 83,800 | |||||||||||||
USD | 2,289,368 | GBP | 1,876,000 | BNP Paribas S.A. | 09/05/19 | 6,555 | ||||||||||||||
USD | 5,029,406 | EUR | 4,563,000 | State Street Bank and Trust Co. | 10/03/19 | 2,937 | ||||||||||||||
USD | 2,287,362 | GBP | 1,873,000 | Standard Chartered Bank | 10/03/19 | 5,329 | ||||||||||||||
|
|
|||||||||||||||||||
98,621 | ||||||||||||||||||||
|
|
|||||||||||||||||||
EUR | 4,563,000 | USD | 5,018,173 | State Street Bank and Trust Co. | 09/05/19 | (2,832 | ) | |||||||||||||
GBP | 1,873,000 | USD | 2,284,493 | Standard Chartered Bank | 09/05/19 | (5,331 | ) | |||||||||||||
|
|
|||||||||||||||||||
(8,163 | ) | |||||||||||||||||||
|
|
|||||||||||||||||||
Net Unrealized Appreciation | $ | 90,458 | ||||||||||||||||||
|
|
Exchange-Traded Options Purchased
Description | Number of Contracts |
Expiration Date |
Exercise Price |
Notional Amount (000) |
Value | |||||||||||||||||||
Call | ||||||||||||||||||||||||
SPDR S&P 500 ETF Trust |
170 | 09/20/19 | USD | 315.00 | USD | 4,972 | $ | 255 | ||||||||||||||||
Put | ||||||||||||||||||||||||
SPDR S&P 500 ETF Trust |
170 | 09/20/19 | USD | 270.00 | USD | 4,972 | 14,450 | |||||||||||||||||
|
|
|||||||||||||||||||||||
$ | 14,705 | |||||||||||||||||||||||
|
|
20 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) |
Derivative Financial Instruments Categorized by Risk Exposure
As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:
Commodity Contracts |
Credit Contracts |
Equity Contracts |
Foreign Currency Exchange Contracts |
Interest Rate Contracts |
Other Contracts |
Total | ||||||||||||||||||||||
Assets Derivative Financial Instruments |
||||||||||||||||||||||||||||
Forward foreign currency exchange contracts |
||||||||||||||||||||||||||||
Unrealized appreciation on forward foreign currency exchange contracts |
$ | | $ | | $ | | $ | 98,621 | $ | | $ | | $ | 98,621 | ||||||||||||||
Options purchased |
||||||||||||||||||||||||||||
Investments at value unaffiliated(a) |
| | 14,705 | | | | 14,705 | |||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | | $ | | $ | 14,705 | $ | 98,621 | $ | | $ | | $ | 113,326 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Liabilities Derivative Financial Instruments |
||||||||||||||||||||||||||||
Forward foreign currency exchange contracts |
||||||||||||||||||||||||||||
Unrealized depreciation on forward foreign currency exchange contracts |
$ | | $ | | $ | | $ | 8,163 | $ | | $ | | $ | 8,163 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Includes options purchased at value as reported in the Schedule of Investments. |
For the year ended August 31, 2019, the effect of derivative financial instruments in the Statements of Operations was as follows:
Commodity Contracts |
Credit Contracts |
Equity Contracts |
Foreign Currency Exchange Contracts |
Interest Rate Contracts |
Other Contracts |
Total | ||||||||||||||||||||||
Net Realized Gain (Loss) from: |
||||||||||||||||||||||||||||
Forward foreign currency exchange contracts |
$ | | $ | | $ | | $ | 587,067 | $ | | $ | | $ | 587,067 | ||||||||||||||
Swaps |
| | | | (610,309 | ) | | (610,309 | ) | |||||||||||||||||||
Options purchased(a) |
| | 124,969 | | | | 124,969 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | | $ | | $ | 124,969 | $ | 587,067 | $ | (610,309 | ) | $ | | $ | 101,727 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net Change in Unrealized Appreciation (Depreciation) on: | ||||||||||||||||||||||||||||
Forward foreign currency exchange contracts |
$ | | $ | | $ | | $ | 36,256 | $ | | $ | | $ | 36,256 | ||||||||||||||
Options purchased(b) |
| | 16,094 | | | | 16,094 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | | $ | | $ | 16,094 | $ | 36,256 | $ | | $ | | $ | 52,350 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Options purchased are included in net realized gain (loss) from investments. |
(b) | Options purchased are included in net change in unrealized appreciation (depreciation) on investments. |
Average Quarterly Balances of Outstanding Derivative Financial Instruments
Forward foreign currency exchange contracts: |
| |||
Average amounts purchased in USD |
$ | 14,824,361 | ||
Average amounts sold in USD |
$ | 7,390,708 | ||
Options: |
| |||
Average value of option contracts purchased |
$ | 14,234 | ||
Total return swaps: |
| |||
Average notional value |
$ | 5,043,500 |
For more information about the Funds investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.
SCHEDULES OF INVESTMENTS | 21 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) |
Derivative Financial Instruments Offsetting as of Period End
The Funds derivative assets and liabilities (by type) were as follows:
Assets | Liabilities | |||||||
Forward foreign currency exchange contracts |
$ | 98,621 | $ | 8,163 | ||||
Options |
14,705 | (a) | | |||||
|
|
|
|
|||||
Total derivative assets and liabilities in the Statements of Assets and Liabilities |
$ | 113,326 | $ | 8,163 | ||||
Derivatives not subject to a Master Netting Agreement or similar agreement (MNA) |
(14,705 | ) | | |||||
|
|
|
|
|||||
Total derivative assets and liabilities subject to an MNA |
$ | 98,621 | $ | 8,163 | ||||
|
|
|
|
(a) | Includes options purchased at value which is included in Investments at value unaffiliated in the Statements of Assets and Liabilities and reported in the Schedule of Investments. |
The following table presents the Funds derivative assets (and liabilities) by counterparty net of amounts available for offset under an MNA and net of the related collateral received (and pledged) by the Fund:
Counterparty | Derivative Assets Subject to an MNA by Counterparty |
Derivatives Available for Offset (a) |
Non-cash Collateral Received |
Cash Collateral Received |
Net Amount of Derivative Assets (b) |
|||||||||||||||
BNP Paribas S.A. |
$ | 6,555 | $ | | $ | | $ | | $ | 6,555 | ||||||||||
Goldman Sachs International |
83,800 | | | | 83,800 | |||||||||||||||
Standard Chartered Bank |
5,329 | (5,329 | ) | | | | ||||||||||||||
State Street Bank and Trust Co. |
2,937 | (2,832 | ) | | | 105 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 98,621 | $ | (8,161 | ) | $ | | $ | | $ | 90,460 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Counterparty | Derivative Liabilities Subject to an MNA by Counterparty |
Derivatives Available for Offset (a) |
Non-cash Collateral Pledged |
Cash Collateral Pledged |
Net Amount of Derivative Liabilities (c) |
|||||||||||||||
Standard Chartered Bank |
$ | 5,331 | $ | (5,329 | ) | $ | | $ | | $ | 2 | |||||||||
State Street Bank and Trust Co. |
2,832 | (2,832 | ) | | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 8,163 | $ | (8,161 | ) | $ | | $ | | $ | 2 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(a) | The amount of derivatives available for offset is limited to the amount of derivative asset and/or liabilities that are subject to an MNA. |
(b) | Net amount represents the net amount receivable from the counterparty in the event of default. |
(c) | Net amount represents the net amount payable due to counterparty in the event of default. |
22 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) |
Fair Value Hierarchy as of Period End
Various inputs are used in determining the fair value of investments and derivative financial instruments. For information about the Funds policy regarding valuation of investments and derivative financial instruments, refer to the Notes to Financial Statements.
The following tables summarize the Funds investments categorized in the disclosure hierarchy:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Investments: |
||||||||||||||||
Long-Term Investments: |
| |||||||||||||||
Common Stocks(a) |
$ | 401,285 | $ | 224 | $ | 564,703 | $ | 966,212 | ||||||||
Corporate Bonds |
| 7,466,475 | 875,355 | 8,341,830 | ||||||||||||
Floating Rate Loan Interests |
| 688,501,539 | 24,982,577 | 713,484,116 | ||||||||||||
Investment Companies |
30,184,350 | | | 30,184,350 | ||||||||||||
Warrants |
| 593,757 | | 593,757 | ||||||||||||
Options Purchased |
14,705 | | | 14,705 | ||||||||||||
Liabilities: |
||||||||||||||||
Investments: |
||||||||||||||||
Unfunded Floating Rate Loan Interest(b) |
| (4,797 | ) | | (4,797 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 30,600,340 | $ | 696,557,198 | $ | 26,422,635 | $ | 753,580,173 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Derivative Financial Instruments(c) |
||||||||||||||||
Assets: |
||||||||||||||||
Forward foreign currency contracts |
$ | | $ | 98,621 | $ | | $ | 98,621 | ||||||||
Liabilities: |
||||||||||||||||
Forward foreign currency contracts |
| (8,163 | ) | | (8,163 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | | $ | 90,458 | $ | | $ | 90,458 | |||||||||
|
|
|
|
|
|
|
|
(a) | See above Schedule of Investments for values in each industry. |
(b) | Unfunded floating rate loan interests are valued at the unrealized appreciation (depreciation) on the commitment. |
(c) | Derivative financial instruments are forward foreign currency exchange contracts, which are valued at the unrealized appreciation (depreciation) on the instrument. |
The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, bank borrowings payable of $204,000,000 is categorized as Level 2 within the disclosure hierarchy.
A reconciliation of Level 3 investments is presented when the Fund had a significant amount of Level 3 investments at the beginning and/or end of the year in relation to net assets. The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used in determining fair value:
Asset-Backed Securities |
Common Stocks |
Corporate Bonds |
Floating Rate Loan Interests |
Warrants | Options Purchased |
Total | ||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||
Opening balance, as of August 31, 2018 |
$ | 2,698,550 | $ | 2,048,238 | $ | 2,892,436 | $ | 36,749,545 | $ | | $ | | $ | 44,388,769 | ||||||||||||||
Transfers into Level 3(a) |
| | | 10,346,533 | | | 10,346,533 | |||||||||||||||||||||
Transfers out of Level 3(b) |
| | | (13,160,490 | ) | | | (13,160,490 | ) | |||||||||||||||||||
Accrued discounts/premiums |
| | 1,547 | 10,362 | | | 11,909 | |||||||||||||||||||||
Net realized gain (loss) |
(39,405 | ) | 26,946 | (405,297 | ) | (1,312,262 | ) | (24 | ) | (43,022 | ) | (1,773,064 | ) | |||||||||||||||
Net change in unrealized appreciation (depreciation)(c)(d) |
| (1,291,122 | ) | (84,433 | ) | 702,387 | 24 | 43,022 | (630,122 | ) | ||||||||||||||||||
Purchases |
| 2,940,312 | 977,128 | 12,857,976 | | | 16,775,416 | |||||||||||||||||||||
Sales |
(2,659,145 | ) | (3,159,671 | ) | (2,506,026 | ) | (21,211,474 | ) | | | (29,536,316 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Closing balance, as of August 31, 2019 |
$ | | $ | 564,703 | $ | 875,355 | $ | 24,982,577 | $ | | $ | | $ | 26,422,635 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net change in unrealized appreciation (depreciation) on investments still held at August 31, 2019(d) |
$ | | $ | (1,164,821 | ) | $ | 28,938 | $ | (343,249 | ) | $ | | $ | | $ | (1,479,132 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | As of August 31, 2018 the Fund used observable inputs in determining the value of certain investments. As of August 31, 2019, the Fund used significant unobservable inputs in determining the value of the same investments. As a result, investments at beginning of period value were transferred from Level 2 to Level 3 in the disclosure hierarchy. |
(b) | As of August 31, 2018, the Fund used significant unobservable inputs in determining the value of certain investments. As of August 31, 2019, the Fund used observable inputs in determining the value of the same investments. As a result, investments at beginning of period value were transferred from Level 3 to Level 2 in the disclosure hierarchy. |
(c) | Included in the related change in unrealized appreciation (depreciation) in the Statements of Operations. |
(d) | Any difference between net change in unrealized appreciation (depreciation) and net change in unrealized appreciation (depreciation) on investments still held at August 31, 2019 is generally due to investments no longer held or categorized as Level 3 at period end. |
The Funds investments that are categorized as Level 3 were valued utilizing third party pricing information without adjustment. Such valuations are based on unobservable inputs. A significant change in third party information could result in a significantly lower or higher value of such Level 3 investments.
See notes to financial statements.
SCHEDULES OF INVESTMENTS | 23 |
Schedule of Investments August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
24 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 25 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
26 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 27 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
28 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 29 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
30 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 31 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
32 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 33 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
34 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 35 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
36 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 37 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
38 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 39 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
40 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 41 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
42 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
SCHEDULES OF INVESTMENTS | 43 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) (Percentages shown are based on Net Assets) |
44 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
(t) | During the year ended August 31, 2019, investments in issuers considered to be an affiliate/affiliates of the Fund for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows: |
Affiliate | Shares Held at 08/31/18 |
Net Activity |
Shares Held at 08/31/19 |
Value at 08/31/19 |
Income | Net Realized Gain (Loss) (a) |
Change in Unrealized Appreciation (Depreciation) |
|||||||||||||||||||||
BlackRock Liquidity Funds, T-Fund, Institutional Class |
180,494 | 3,508,414 | 3,688,908 | $ | 3,688,908 | $ | 171,752 | $ | | $ | | |||||||||||||||||
|
|
|
|
|
|
|
|
(a) | Includes net capital gain distributions, if applicable. |
Reverse Repurchase Agreements
Counterparty | Interest Rate |
Trade Date |
Maturity Date (a) |
Face Value | Face Value Including Accrued Interest |
Type of Non-Cash Underlying Collateral |
Remaining Contractual Maturity of the Agreements (a) | |||||||||||||||||
Deutsche Bank Securities, Inc. |
0.70 | % | 09/13/18 | Open | $ | 77,400 | $ | 78,032 | Corporate Bonds | Open/Demand | ||||||||||||||
UBS Ltd. |
2.50 | 09/20/18 | Open | 3,026,213 | 3,104,121 | Foreign Agency Obligations | Open/Demand | |||||||||||||||||
UBS Ltd. |
2.70 | 09/20/18 | Open | 746,250 | 766,892 | Corporate Bonds | Open/Demand | |||||||||||||||||
UBS Ltd. |
2.70 | 09/20/18 | Open | 250,200 | 257,121 | Corporate Bonds | Open/Demand | |||||||||||||||||
UBS Ltd. |
2.70 | 09/20/18 | Open | 362,780 | 372,815 | Corporate Bonds | Open/Demand | |||||||||||||||||
UBS Ltd. |
2.70 | 09/20/18 | Open | 1,730,000 | 1,777,854 | Capital Trusts | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 10/09/18 | Open | 2,808,000 | 2,874,296 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 10/09/18 | Open | 256,000 | 262,044 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.65 | 10/09/18 | Open | 417,000 | 427,792 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.65 | 10/09/18 | Open | 496,000 | 508,837 | Corporate Bonds | Open/Demand | |||||||||||||||||
Deutsche Bank Securities, Inc. |
2.75 | 11/15/18 | Open | 2,730,000 | 2,795,065 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.65 | 11/27/18 | Open | 839,000 | 857,630 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/11/18 | Open | 740,835 | 756,993 | Corporate Bonds | Open/Demand | |||||||||||||||||
UBS Ltd. |
2.70 | 12/12/18 | Open | 250,582 | 255,937 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
1.50 | 12/14/18 | Open | 403,705 | 405,372 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
(1.75 | ) | 12/14/18 | Open | 101,640 | 100,453 | Corporate Bonds | Open/Demand | ||||||||||||||||
Barclays Capital, Inc. |
2.25 | 12/14/18 | Open | 2,119,500 | 2,161,107 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 551,700 | 563,519 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 399,757 | 408,321 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 403,124 | 411,760 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 636,334 | 649,965 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 640,888 | 654,617 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 624,025 | 637,393 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 436,500 | 445,851 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 483,862 | 494,228 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 589,235 | 601,858 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 449,970 | 459,609 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/14/18 | Open | 442,531 | 452,011 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 160,000 | 163,026 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 3,148,000 | 3,207,541 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 771,000 | 785,583 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 908,000 | 925,174 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 866,000 | 882,379 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 2,522,000 | 2,569,701 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 1,357,000 | 1,382,666 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 6,371,000 | 6,491,500 | Capital Trusts | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 503,000 | 512,514 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 12/14/18 | Open | 908,000 | 931,500 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.65 | 12/14/18 | Open | 381,000 | 388,889 | Corporate Bonds | Open/Demand |
SCHEDULES OF INVESTMENTS | 45 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
Reverse Repurchase Agreements (continued)
Counterparty | Interest Rate |
Trade Date |
Maturity Date (a) |
Face Value | Face Value Including Accrued Interest |
Type of Non-Cash Underlying Collateral |
Remaining Contractual Maturity of the Agreements (a) | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.65 | % | 12/14/18 | Open | $ | 2,927,000 | $ | 2,987,605 | Capital Trusts | Open/Demand | ||||||||||||||
UBS Securities LLC |
2.70 | 12/18/18 | Open | 1,944,443 | 1,985,251 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
1.00 | 12/21/18 | Open | 245,265 | 247,217 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
1.70 | 12/24/18 | Open | 361,600 | 367,102 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 12/24/18 | Open | 38,070 | 38,860 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.25 | 01/08/19 | Open | 989,063 | 998,678 | Capital Trusts | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
1.80 | 01/16/19 | Open | 98,972 | 100,113 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
1.00 | 01/18/19 | Open | 192,965 | 194,155 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.40 | 01/18/19 | Open | 824,440 | 836,173 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.50 | 02/12/19 | Open | 527,217 | 534,539 | Capital Trusts | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.50 | 02/12/19 | Open | 382,826 | 388,143 | Corporate Bonds | Open/Demand | |||||||||||||||||
Credit Suisse Securities (USA) LLC |
2.15 | 02/26/19 | Open | 207,680 | 210,523 | Foreign Agency Obligations | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
0.75 | 03/04/19 | Open | 258,126 | 259,094 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.40 | 03/04/19 | Open | 242,685 | 245,597 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.60 | 03/04/19 | Open | 273,257 | 276,809 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.60 | 03/04/19 | Open | 441,559 | 447,300 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.60 | 03/04/19 | Open | 477,720 | 483,931 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.60 | 03/04/19 | Open | 659,311 | 667,882 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.60 | 03/04/19 | Open | 1,207,335 | 1,223,030 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.60 | 03/04/19 | Open | 383,152 | 388,133 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.60 | 03/04/19 | Open | 158,392 | 160,451 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 03/05/19 | Open | 474,881 | 481,965 | Corporate Bonds | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.50 | 03/11/19 | Open | 190,858 | 193,124 | Foreign Agency Obligations | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 03/26/19 | Open | 802,710 | 813,523 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 03/26/19 | Open | 691,437 | 700,693 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 03/29/19 | Open | 190,275 | 192,701 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.25 | 04/12/19 | Open | 781,750 | 790,051 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.25 | 04/12/19 | Open | 1,316,875 | 1,330,858 | Capital Trusts | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.25 | 04/12/19 | Open | 1,370,625 | 1,385,178 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.25 | 04/12/19 | Open | 1,552,845 | 1,569,333 | Capital Trusts | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.25 | 04/12/19 | Open | 1,259,375 | 1,272,747 | Capital Trusts | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.25 | 04/12/19 | Open | 2,272,050 | 2,296,175 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 04/12/19 | Open | 855,400 | 865,308 | Capital Trusts | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 04/12/19 | Open | 1,181,575 | 1,195,262 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 04/12/19 | Open | 2,340,000 | 2,367,105 | Capital Trusts | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 04/12/19 | Open | 1,345,075 | 1,360,655 | Capital Trusts | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 04/12/19 | Open | 1,089,108 | 1,101,723 | Capital Trusts | Open/Demand | |||||||||||||||||
Goldman Sachs & Co LLC |
2.40 | 04/12/19 | Open | 1,354,175 | 1,366,994 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 04/18/19 | Open | 130,579 | 132,015 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 04/24/19 | Open | 307,440 | 310,800 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.65 | 04/29/19 | Open | 470,000 | 474,733 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.30 | 05/03/19 | Open | 286,877 | 289,510 | Corporate Bonds | Open/Demand | |||||||||||||||||
Credit Suisse Securities (USA) LLC |
2.25 | 05/07/19 | Open | 176,500 | 178,001 | Foreign Agency Obligations | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 05/13/19 | Open | 1,004,981 | 1,014,277 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 05/13/19 | Open | 869,535 | 877,578 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 05/13/19 | Open | 784,988 | 792,249 | Capital Trusts | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 05/15/19 | Open | 224,338 | 226,264 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.00 | 05/20/19 | Open | 106,080 | 106,839 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.40 | 05/24/19 | Open | 812,000 | 817,977 | Corporate Bonds | Open/Demand | |||||||||||||||||
Credit Suisse Securities (USA) LLC |
1.95 | 06/11/19 | Open | 210,250 | 211,409 | Foreign Agency Obligations | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
0.67 | 06/20/19 | Open | 10,912 | 10,938 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.36 | 06/21/19 | Open | 94,510 | 95,003 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.50 | 06/21/19 | Open | 369,922 | 372,172 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.51 | 06/21/19 | Open | 581,788 | 584,999 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.52 | 06/21/19 | Open | 219,794 | 221,011 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.64 | 06/21/19 | Open | 252,450 | 253,985 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.64 | 06/21/19 | Open | 2,421,969 | 2,435,384 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.65 | 06/21/19 | Open | 703,099 | 707,177 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.65 | 06/21/19 | Open | 2,902,500 | 2,919,334 | Capital Trusts | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.65 | 06/21/19 | Open | 1,483,125 | 1,491,727 | Capital Trusts | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.70 | 06/21/19 | Open | 838,189 | 843,285 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.70 | 06/21/19 | Open | 618,008 | 621,654 | Corporate Bonds | Open/Demand |
46 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
Reverse Repurchase Agreements (continued)
Counterparty | Interest Rate |
Trade Date |
Maturity Date (a) |
Face Value | Face Value Including Accrued Interest |
Type of Non-Cash Underlying Collateral |
Remaining Contractual Maturity of the Agreements (a) | |||||||||||||||||
BNP Paribas S.A. |
2.70 | % | 06/21/19 | Open | $ | 944,843 | $ | 950,417 | Corporate Bonds | Open/Demand | ||||||||||||||
BNP Paribas S.A. |
2.70 | 06/21/19 | Open | 157,885 | 158,816 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.70 | 06/21/19 | Open | 130,975 | 131,716 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.72 | 06/21/19 | Open | 5,264,190 | 5,291,742 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.72 | 06/21/19 | Open | 531,644 | 534,802 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.79 | 06/21/19 | Open | 457,209 | 459,989 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.79 | 06/21/19 | Open | 1,351,565 | 1,359,674 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.79 | 06/21/19 | Open | 802,240 | 806,973 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.79 | 06/21/19 | Open | 226,187 | 227,563 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.79 | 06/21/19 | Open | 993,200 | 999,239 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.79 | 06/21/19 | Open | 292,777 | 294,558 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.79 | 06/21/19 | Open | 590,008 | 593,595 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.79 | 06/21/19 | Open | 1,015,728 | 1,021,903 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 1,776,250 | 1,785,748 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 98,375 | 98,901 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 993,431 | 998,744 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 535,575 | 538,439 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 392,531 | 394,630 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 1,455,000 | 1,462,781 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 465,000 | 467,487 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 2,364,675 | 2,377,320 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 263,312 | 264,721 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 285,937 | 287,467 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 1,218,544 | 1,225,060 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 430,650 | 432,953 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 1,452,506 | 1,460,274 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 370,781 | 372,764 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 843,750 | 848,262 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 162,350 | 163,218 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 134,925 | 135,646 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 343,350 | 345,186 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 1,434,125 | 1,441,794 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 1,493,888 | 1,501,876 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 654,063 | 657,560 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 1,528,788 | 1,536,963 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 407,531 | 409,711 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 154,635 | 155,462 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 256,275 | 257,645 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 386,250 | 388,315 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 288,562 | 290,106 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 680,231 | 683,869 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 229,125 | 230,350 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 06/21/19 | Open | 1,110,819 | 1,116,759 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.79 | 06/21/19 | Open | 275,224 | 276,696 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 06/26/19 | Open | 842,310 | 846,943 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 07/10/19 | Open | 608,130 | 610,816 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 07/10/19 | Open | 707,350 | 710,474 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 07/10/19 | Open | 587,400 | 589,994 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 07/11/19 | Open | 255,780 | 256,885 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 07/12/19 | Open | 1,233,568 | 1,238,502 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 07/12/19 | Open | 1,066,051 | 1,070,582 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 07/16/19 | Open | 110,760 | 111,185 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.25 | 07/16/19 | Open | 457,464 | 458,925 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.30 | 07/16/19 | Open | 569,250 | 571,105 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.30 | 07/16/19 | Open | 795,150 | 797,741 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.30 | 07/16/19 | Open | 334,051 | 335,140 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.26 | 07/17/19 | Open | 6,512,000 | 6,532,538 | U.S. Treasury Obligations | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.26 | 07/17/19 | Open | 8,316,000 | 8,342,228 | U.S. Treasury Obligations | Open/Demand | |||||||||||||||||
Citigroup Global Markets, Inc. |
1.75 | 07/19/19 | Open | 117,972 | 118,241 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.30 | 07/25/19 | Open | 179,000 | 179,515 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 07/26/19 | Open | 414,335 | 415,509 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 07/26/19 | Open | 331,380 | 332,319 | Corporate Bonds | Open/Demand |
SCHEDULES OF INVESTMENTS | 47 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
Reverse Repurchase Agreements (continued)
Counterparty | Interest Rate |
Trade Date |
Maturity Date (a) |
Face Value | Face Value Including Accrued Interest |
Type of Non-Cash Underlying Collateral |
Remaining Contractual Maturity of the Agreements (a) | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | % | 07/26/19 | Open | $ | 88,125 | $ | 88,379 | Corporate Bonds | Open/Demand | ||||||||||||||
Barclays Capital, Inc. |
2.50 | 08/01/19 | Open | 1,333,745 | 1,336,801 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.50 | 08/07/19 | Open | 455,809 | 456,568 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
0.00 | 08/08/19 | Open | 168,937 | 168,939 | Corporate Bonds | Open/Demand | |||||||||||||||||
TD Securities (USA) LLC |
2.33 | 08/12/19 | 9/12/19 | 4,492,000 | 4,497,524 | U.S. Government Sponsored Agency Securities | Up to 30 Days | |||||||||||||||||
TD Securities (USA) LLC |
2.33 | 08/12/19 | 9/12/19 | 3,056,000 | 3,059,758 | U.S. Government Sponsored Agency Securities | Up to 30 Days | |||||||||||||||||
Barclays Capital, Inc. |
2.75 | 08/14/19 | Open | 507,895 | 508,555 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.75 | 08/15/19 | Open | 852,319 | 853,360 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/15/19 | Open | 389,215 | 389,699 | Corporate Bonds | Open/Demand | |||||||||||||||||
Bank of America Securities, Inc. |
2.36 | 08/16/19 | 9/17/19 | 13,833,000 | 13,844,789 | U.S. Government Sponsored Agency Securities | Up to 30 Days | |||||||||||||||||
Citigroup Global Markets, Inc. |
2.36 | 08/16/19 | 9/17/19 | 2,124,647 | 2,126,458 | U.S. Government Sponsored Agency Securities | Up to 30 Days | |||||||||||||||||
Citigroup Global Markets, Inc. |
2.36 | 08/16/19 | 9/17/19 | 88,661 | 88,737 | U.S. Government Sponsored Agency Securities | Up to 30 Days | |||||||||||||||||
Citigroup Global Markets, Inc. |
2.36 | 08/16/19 | 9/17/19 | 346,830 | 347,125 | U.S. Government Sponsored Agency Securities | Up to 30 Days | |||||||||||||||||
Barclays Capital, Inc. |
2.75 | 08/16/19 | Open | 438,997 | 439,433 | Corporate Bonds | Open/Demand | |||||||||||||||||
Barclays Capital, Inc. |
2.75 | 08/19/19 | Open | 996,694 | 997,607 | Corporate Bonds | Open/Demand | |||||||||||||||||
BNP Paribas S.A. |
2.30 | 08/19/19 | Open | 297,040 | 297,268 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/26/19 | Open | 1,543,200 | 1,543,920 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/26/19 | Open | 2,125,125 | 2,126,117 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/26/19 | Open | 1,737,075 | 1,737,886 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/26/19 | Open | 1,682,738 | 1,683,523 | Corporate Bonds | Open/Demand | |||||||||||||||||
HSBC Securities (USA), Inc. |
2.26 | 08/27/19 | Open | 1,636,000 | 1,636,511 | U.S. Treasury Obligations | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
1.60 | 08/29/19 | Open | 264,127 | 264,151 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 08/29/19 | Open | 39,000 | 39,005 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.54 | 08/29/19 | Open | 754,298 | 754,404 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.65 | 08/29/19 | Open | 643,125 | 643,220 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 796,320 | 796,444 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 419,542 | 419,608 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 453,050 | 453,120 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 567,484 | 567,572 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 620,613 | 620,709 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 527,467 | 527,550 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 821,950 | 822,078 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 405,520 | 405,583 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 447,367 | 447,437 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 535,301 | 535,385 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 1,561,573 | 1,561,815 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 487,491 | 487,567 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 532,406 | 532,489 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 1,075,718 | 1,075,885 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 952,455 | 952,603 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 1,218,870 | 1,219,060 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 1,060,275 | 1,060,440 | Corporate Bonds | Open/Demand | |||||||||||||||||
RBC Capital Markets, LLC |
2.80 | 08/29/19 | Open | 1,073,600 | 1,073,767 | Corporate Bonds | Open/Demand | |||||||||||||||||
|
|
|
|
|||||||||||||||||||||
$ | 200,832,421 | $ | 202,539,453 | |||||||||||||||||||||
|
|
|
|
(a) | Certain agreements have no stated maturity and can be terminated by either party at any time. |
48 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
Derivative Financial Instruments Outstanding as of Period End
Futures Contracts
Description | Number of Contracts |
Expiration Date |
Notional Amount (000) |
Value/ Unrealized Appreciation (Depreciation) |
||||||||||||
Long Contracts |
||||||||||||||||
Euro Stoxx 600 Index |
1 | 09/20/19 | $ | 7 | $ | (507 | ) | |||||||||
10-Year Canada Bond |
34 | 12/18/19 | 3,705 | (12,050 | ) | |||||||||||
10-Year U.S. Ultra Long Treasury Note |
249 | 12/19/19 | 35,965 | (19,451 | ) | |||||||||||
Ultra Long U.S. Treasury Bond |
48 | 12/19/19 | 9,477 | 128,875 | ||||||||||||
5-Year U.S. Treasury Note |
12 | 12/31/19 | 1,440 | (485 | ) | |||||||||||
|
|
|||||||||||||||
96,382 | ||||||||||||||||
|
|
|||||||||||||||
Short Contracts |
||||||||||||||||
Euro Bund |
1 | 09/06/19 | 197 | (8,914 | ) | |||||||||||
10-Year U.S. Treasury Note |
290 | 12/19/19 | 38,198 | (39,048 | ) | |||||||||||
Long U.S. Treasury Bond |
17 | 12/19/19 | 2,809 | (9,113 | ) | |||||||||||
Long Gilt |
1 | 12/27/19 | 163 | (1,035 | ) | |||||||||||
2-Year U.S. Treasury Note |
134 | 12/31/19 | 28,960 | 1,923 | ||||||||||||
|
|
|||||||||||||||
(56,187 | ) | |||||||||||||||
|
|
|||||||||||||||
$ | 40,195 | |||||||||||||||
|
|
Forward Foreign Currency Exchange Contracts
Currency Purchased |
Currency Sold |
Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) |
||||||||||||||||
USD | 10,596,204 | EUR | 9,480,000 | BNP Paribas S.A. | 09/05/19 | $ | 176,428 | |||||||||||||
USD | 8,186,823 | EUR | 7,325,000 | Citibank N.A. | 09/05/19 | 135,677 | ||||||||||||||
USD | 955,417 | EUR | 855,000 | Deutsche Bank AG | 09/05/19 | 15,659 | ||||||||||||||
USD | 1,123,907 | GBP | 921,000 | Bank of America N.A. | 09/05/19 | 3,188 | ||||||||||||||
USD | 1,361,607 | GBP | 1,116,000 | Citibank N.A. | 09/05/19 | 3,601 | ||||||||||||||
USD | 6,481,899 | GBP | 5,309,000 | Goldman Sachs International | 09/05/19 | 21,637 | ||||||||||||||
USD | 520,283 | MXN | 10,254,000 | State Street Bank and Trust Co. | 09/05/19 | 8,734 | ||||||||||||||
USD | 56,786 | NZD | 86,000 | HSBC Bank PLC | 09/05/19 | 2,595 | ||||||||||||||
CAD | 3,975,801 | EUR | 2,700,000 | Deutsche Bank AG | 09/18/19 | 16,242 | ||||||||||||||
JPY | 325,802,220 | USD | 3,050,000 | Bank of America N.A. | 09/18/19 | 19,901 | ||||||||||||||
JPY | 326,304,245 | USD | 3,030,000 | State Street Bank and Trust Co. | 09/18/19 | 44,631 | ||||||||||||||
USD | 3,050,000 | SEK | 28,553,563 | JPMorgan Chase Bank N.A. | 09/18/19 | 137,960 | ||||||||||||||
USD | 3,030,000 | SEK | 28,516,651 | State Street Bank and Trust Co. | 09/18/19 | 121,725 | ||||||||||||||
USD | 8,128,025 | EUR | 7,325,000 | Citibank N.A. | 10/03/19 | 59,016 | ||||||||||||||
USD | 940,189 | EUR | 853,000 | State Street Bank and Trust Co. | 10/03/19 | 549 | ||||||||||||||
USD | 3,394,606 | EUR | 3,080,000 | State Street Bank and Trust Co. | 10/03/19 | 1,767 | ||||||||||||||
USD | 1,365,232 | GBP | 1,116,000 | Citibank N.A. | 10/03/19 | 5,515 | ||||||||||||||
USD | 1,124,706 | GBP | 921,000 | Standard Chartered Bank | 10/03/19 | 2,575 | ||||||||||||||
USD | 6,481,927 | GBP | 5,309,000 | State Street Bank and Trust Co. | 10/03/19 | 13,527 | ||||||||||||||
USD | 54,555 | NZD | 86,000 | State Street Bank and Trust Co. | 10/03/19 | 321 | ||||||||||||||
|
|
|||||||||||||||||||
791,248 | ||||||||||||||||||||
|
|
|||||||||||||||||||
EUR | 7,325,000 | USD | 8,110,240 | Citibank N.A. | 09/05/19 | (59,095 | ) | |||||||||||||
EUR | 853,000 | USD | 938,089 | State Street Bank and Trust Co. | 09/05/19 | (529 | ) | |||||||||||||
EUR | 3,080,000 | USD | 3,387,024 | State Street Bank and Trust Co. | 09/05/19 | (1,696 | ) | |||||||||||||
GBP | 1,116,000 | USD | 1,363,529 | Citibank N.A. | 09/05/19 | (5,523 | ) | |||||||||||||
GBP | 921,000 | USD | 1,123,295 | Standard Chartered Bank | 09/05/19 | (2,575 | ) | |||||||||||||
GBP | 5,309,000 | USD | 6,473,799 | State Street Bank and Trust Co. | 09/05/19 | (13,537 | ) | |||||||||||||
NZD | 86,000 | USD | 54,512 | State Street Bank and Trust Co. | 09/05/19 | (322 | ) | |||||||||||||
EUR | 2,700,000 | CAD | 3,968,922 | Morgan Stanley & Co. International PLC | 09/18/19 | (11,073 | ) | |||||||||||||
JPY | 324,229,521 | USD | 3,060,000 | Citibank N.A. | 09/18/19 | (4,918 | ) | |||||||||||||
SEK | 28,123,227 | USD | 3,050,000 | JPMorgan Chase Bank N.A. | 09/18/19 | (181,848 | ) | |||||||||||||
SEK | 28,546,412 | USD | 3,030,000 | JPMorgan Chase Bank N.A. | 09/18/19 | (118,690 | ) |
SCHEDULES OF INVESTMENTS | 49 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
Currency Purchased |
Currency Sold |
Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) |
||||||||||||||||
USD | 3,050,000 | JPY | 325,247,425 | Bank of America N.A. | 09/18/19 | $ | (14,673 | ) | ||||||||||||
USD | 3,030,000 | JPY | 325,884,681 | Standard Chartered Bank | 09/18/19 | (40,678 | ) | |||||||||||||
|
|
|||||||||||||||||||
(455,157 | ) | |||||||||||||||||||
|
|
|||||||||||||||||||
Net Unrealized Appreciation | $ | 336,091 | ||||||||||||||||||
|
|
Centrally Cleared Credit Default Swaps Buy Protection
Reference Obligation/Index | Financing Rate Paid by the Fund |
Payment Frequency |
Termination Date |
Notional Amount (000) |
Value | Upfront Premium Paid (Received) |
Unrealized Appreciation (Depreciation) |
|||||||||||||||||||||||
CDX.NA.HY.32.V1 |
5.00 | % | Quarterly | 06/20/24 | USD | 2,673 | $ | (207,084 | ) | $ | (178,926 | ) | $ | (28,158 | ) | |||||||||||||||
CDX.NA.IG.32.V1 |
1.00 | Quarterly | 06/20/24 | USD | 64,700 | (1,502,421 | ) | (1,234,333 | ) | (268,088 | ) | |||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||
$ | (1,709,505 | ) | $ | (1,413,259 | ) | $ | (296,246 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
Centrally Cleared Credit Default Swaps Sell Protection
Reference Obligation/Index | Financing Rate Received by the Fund |
Payment Frequency |
Termination Date |
Credit Rating (a) |
Notional Amount (000) (b) |
Value | Upfront Premium Paid (Received) |
Unrealized Appreciation (Depreciation) |
||||||||||||||||||||||
iTraxx.XO.31.V1 |
5.00% | Quarterly | 06/20/24 | B | EUR | 80 | $ | 10,633 | $ | 8,778 | $ | 1,855 | ||||||||||||||||||
|
|
|
|
|
|
(a) | Using the rating of the issuer or the underlying securities of the index, as applicable, provided by S&P Global Ratings. |
(b) | The maximum potential amount the Fund may pay should a negative credit event take place as defined under the terms of the agreement. |
OTC Credit Default Swaps Buy Protection
Reference Obligation/Index | Financing Rate Paid by the Fund |
Payment Frequency |
Counterparty | Termination Date |
Notional Amount (000) |
Value | Upfront Premium Paid (Received) |
Unrealized Appreciation (Depreciation) |
||||||||||||||||||||||||||
UPC Holding BV |
5.00 | % | Quarterly | JPMorgan Chase Bank N.A. | 06/20/24 | EUR | 30 | $ | (7,303 | ) | $ | (6,826 | ) | $ | (477 | ) | ||||||||||||||||||
UPC Holding BV |
5.00 | Quarterly | BNP Paribas S.A. | 06/20/24 | EUR | 4 | (1,005 | ) | (993 | ) | (12 | ) | ||||||||||||||||||||||
UPC Holding BV |
5.00 | Quarterly | Bank of America N.A. | 06/20/24 | EUR | 10 | (2,435 | ) | (2,374 | ) | (61 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||
$ | (10,743 | ) | $ | (10,193 | ) | $ | (550 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
OTC Credit Default Swaps Sell Protection
Reference Obligation/Index | Financing Rate Received by the Fund |
Payment Frequency |
Counterparty | Termination Date |
Credit Rating (a) |
Notional Amount (000) (b) |
Value | Upfront Premium Paid (Received) |
Unrealized Appreciation (Depreciation) |
|||||||||||||||||||||||||||
Casino Guichard Perrachon SA |
1.00 | % | Quarterly | Citibank N.A. | 06/20/23 | B | EUR | 11 | $ | (2,377 | ) | $ | (1,232 | ) | $ | (1,145 | ) | |||||||||||||||||||
Casino Guichard Perrachon SA |
1.00 | Quarterly | Barclays Bank PLC | 12/20/23 | B | EUR | 40 | (9,800 | ) | (5,544 | ) | (4,256 | ) | |||||||||||||||||||||||
Chesapeake Energy Corp. |
5.00 | Quarterly | Barclays Bank PLC | 12/20/23 | B+ | USD | 79 | (15,808 | ) | 131 | (15,939 | ) | ||||||||||||||||||||||||
Chesapeake Energy Corp. |
5.00 | Quarterly | Barclays Bank PLC | 12/20/23 | B+ | USD | 62 | (12,406 | ) | 520 | (12,926 | ) | ||||||||||||||||||||||||
Garfunkelux Holdco 2 SA |
5.00 | Quarterly | JPMorgan Chase Bank N.A. | 12/20/23 | B- | EUR | 13 | (317 | ) | (80 | ) | (237 | ) | |||||||||||||||||||||||
Garfunkelux Holdco 2 SA |
5.00 | Quarterly | Credit Suisse International | 12/20/23 | B- | EUR | 24 | (603 | ) | 408 | (1,011 | ) | ||||||||||||||||||||||||
Telecom Italia SpA |
1.00 | Quarterly | Citibank N.A. | 06/20/24 | BB+ | EUR | 5 | (166 | ) | (171 | ) | 5 | ||||||||||||||||||||||||
Telecom Italia SpA |
1.00 | Quarterly | Bank of America N.A. | 06/20/24 | BB+ | EUR | 5 | (164 | ) | (169 | ) | 5 | ||||||||||||||||||||||||
Telecom Italia SpA |
1.00 | Quarterly | Citibank N.A. | 06/20/24 | BB+ | EUR | 5 | (166 | ) | (176 | ) | 10 | ||||||||||||||||||||||||
Telecom Italia SpA |
1.00 | Quarterly | Morgan Stanley & Co. International PLC | 06/20/24 | BB+ | EUR | 5 | (159 | ) | (174 | ) | 15 | ||||||||||||||||||||||||
Telecom Italia SpA |
1.00 | Quarterly | Citibank N.A. | 06/20/26 | BB+ | EUR | 10 | (916 | ) | (1,483 | ) | 567 | ||||||||||||||||||||||||
Tesco PLC |
1.00 | Quarterly | Morgan Stanley & Co. International PLC | 12/20/28 | BB+ | EUR | 60 | (4,241 | ) | (5,703 | ) | 1,462 | ||||||||||||||||||||||||
CMBX.NA.8 |
3.00 | Monthly | Barclays Bank PLC | 10/17/57 | NR | USD | 5,000 | (254,802 | ) | (506,217 | ) | 251,415 |
50 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
Reference Obligation/Index | Financing Rate Received by the Fund |
Payment Frequency |
Counterparty | Termination Date |
Credit Rating (a) |
Notional Amount (000) (b) |
Value | Upfront Premium Paid (Received) |
Unrealized Appreciation (Depreciation) |
|||||||||||||||||||||||||||
CMBX.NA.8 |
3.00 | % | Monthly | Credit Suisse International | 10/17/57 | NR | USD | 2,500 | $ | (127,401 | ) | $ | (250,179 | ) | $ | 122,778 | ||||||||||||||||||||
CMBX.NA.8 |
3.00 | Monthly | Morgan Stanley & Co. International PLC | 10/17/57 | NR | USD | 4,450 | (228,257 | ) | (592,032 | ) | 363,775 | ||||||||||||||||||||||||
CMBX.NA.9 |
3.00 | Monthly | Morgan Stanley & Co. International PLC | 09/17/58 | NR | USD | 7,550 | (258,080 | ) | (929,170 | ) | 671,090 | ||||||||||||||||||||||||
CMBX.NA.9 |
3.00 | Monthly | Credit Suisse International | 09/17/58 | NR | USD | 5,000 | (170,914 | ) | (541,682 | ) | 370,768 | ||||||||||||||||||||||||
CMBX.NA.9 |
3.00 | Monthly | Credit Suisse International | 09/17/58 | NR | USD | 5,000 | (170,914 | ) | (541,682 | ) | 370,768 | ||||||||||||||||||||||||
CMBX.NA.9 |
3.00 | Monthly | Credit Suisse International | 09/17/58 | NR | USD | 5,000 | (170,914 | ) | (535,765 | ) | 364,851 | ||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
$ | (1,428,405 | ) | $ | (3,910,400 | ) | $ | 2,481,995 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
(a) | Using the rating of the issuer or the underlying securities of the index, as applicable, provided by S&P Global Ratings. |
(b) | The maximum potential amount the Fund may pay should a negative credit event take place as defined under the terms of the agreement. |
Balances Reported in the Statements of Assets and Liabilities for Centrally Cleared Swaps and OTC Swaps
Swap Premiums Paid |
Swap Premiums Received |
Unrealized Appreciation |
Unrealized Depreciation |
Value | ||||||||||||||||
Centrally Cleared Swaps(a) |
$ | 8,778 | $ | (1,413,259 | ) | $ | 1,855 | $ | (296,246 | ) | $ | | ||||||||
OTC Swaps |
1,059 | (3,921,652 | ) | 2,517,509 | (36,064 | ) | |
(a) | Includes cumulative appreciation (depreciation) on centrally cleared swaps, as reported in the Schedule of Investments. Only current days variation margin is reported within the Statements of Assets and Liabilities and is net of any previously paid (received) swap premium amounts. |
Derivative Financial Instruments Categorized by Risk Exposure
As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:
Commodity Contracts |
Credit Contracts |
Equity Contracts |
Foreign Currency Exchange Contracts |
Interest Rate Contracts |
Other Contracts |
Total | ||||||||||||||||||||||
Assets Derivative Financial Instruments |
||||||||||||||||||||||||||||
Futures contracts |
||||||||||||||||||||||||||||
Unrealized appreciation on futures contracts(a) |
$ | | $ | | $ | | $ | | $ | 130,798 | $ | | $ | 130,798 | ||||||||||||||
Forward foreign currency exchange contracts |
||||||||||||||||||||||||||||
Unrealized appreciation on forward foreign currency exchange contracts |
| | | 791,248 | | | 791,248 | |||||||||||||||||||||
Swaps centrally cleared |
||||||||||||||||||||||||||||
Unrealized appreciation on centrally cleared swaps(a) |
| 1,855 | | | | | 1,855 | |||||||||||||||||||||
Swaps OTC |
||||||||||||||||||||||||||||
Unrealized appreciation on OTC swaps; Swap premiums paid |
| 2,518,568 | | | | | 2,518,568 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | | $ | 2,520,423 | $ | | $ | 791,248 | $ | 130,798 | $ | | $ | 3,442,469 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Liabilities Derivative Financial Instruments |
||||||||||||||||||||||||||||
Futures contracts |
||||||||||||||||||||||||||||
Unrealized depreciation on futures contracts(a) |
$ | | $ | | $ | 507 | $ | | $ | 90,096 | $ | | $ | 90,603 | ||||||||||||||
Forward foreign currency exchange contracts |
||||||||||||||||||||||||||||
Unrealized depreciation on forward foreign currency exchange contracts |
| | | 455,157 | | | 455,157 | |||||||||||||||||||||
Swaps centrally cleared |
||||||||||||||||||||||||||||
Unrealized depreciation on centrally cleared swaps(a) |
| 296,246 | | | | | 296,246 | |||||||||||||||||||||
Swaps OTC |
||||||||||||||||||||||||||||
Unrealized depreciation on OTC swaps; Swap premiums received |
| 3,957,716 | | | | | 3,957,716 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | | $ | 4,253,962 | $ | 507 | $ | 455,157 | $ | 90,096 | $ | | $ | 4,799,722 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current days variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss). |
SCHEDULES OF INVESTMENTS | 51 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
For the year ended August 31, 2019, the effect of derivative financial instruments in the Statements of Operations was as follows:
Commodity Contracts |
Credit Contracts |
Equity Contracts |
Foreign Currency Exchange Contracts |
Interest Rate Contracts |
Other Contracts |
Total | ||||||||||||||||||||||
Net Realized Gain (Loss) from: |
||||||||||||||||||||||||||||
Futures contracts |
$ | | $ | | $ | (2,953 | ) | $ | | $ | 770,244 | $ | | $ | 767,291 | |||||||||||||
Forward foreign currency exchange contracts |
| | | 2,682,747 | | | 2,682,747 | |||||||||||||||||||||
Options purchased(a) |
| | (44,978 | ) | | | | (44,978 | ) | |||||||||||||||||||
Swaps |
| 877,528 | | | 1,481,567 | 1,429 | 2,360,524 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | | $ | 877,528 | $ | (47,931 | ) | $ | 2,682,747 | $ | 2,251,811 | $ | 1,429 | $ | 5,765,584 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net Change in Unrealized Appreciation (Depreciation) on: |
||||||||||||||||||||||||||||
Futures contracts |
$ | | $ | | $ | 304 | $ | | $ | 36,695 | $ | | $ | 36,999 | ||||||||||||||
Forward foreign currency exchange contracts |
| | | (108,409 | ) | | | (108,409 | ) | |||||||||||||||||||
Options purchased(b) |
| | 44,978 | | | | 44,978 | |||||||||||||||||||||
Swaps |
| 1,082,174 | | | (846,994 | ) | | 235,180 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | | $ | 1,082,174 | $ | 45,282 | $ | (108,409 | ) | $ | (810,299 | ) | $ | | $ | 208,748 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Options purchased are included in net realized gain (loss) from investments. |
(b) | Options purchased are included in net change in unrealized appreciation (depreciation) on investments. |
Average Quarterly Balances of Outstanding Derivative Financial Instruments
Futures contracts: |
||||
Average notional value of contracts long |
$ | 91,479,563 | ||
Average notional value of contracts short |
$ | 72,603,069 | ||
Forward foreign currency exchange contracts: |
||||
Average amounts purchased in USD |
$ | 61,310,270 | ||
Average amounts sold in USD |
$ | 32,932,221 | ||
Credit default swaps: |
||||
Average notional value buy protection |
$ | 38,813,875 | ||
Average notional value sell protection |
$ | 36,717,907 | ||
Interest rate swaps: |
||||
Average notional value pays fixed rate |
$ | 98,270,000 | ||
Average notional value receives fixed rate |
$ | 89,642,500 | ||
Inflation swaps: |
||||
Average notional value receives fixed rate |
$ | | (a) | |
Total return swaps: |
||||
Average notional value |
$ | 2,375,000 |
(a) | Derivative not held at quarter-end. The risk exposure table serves as an indicator of activity during the period. |
For more information about the Funds investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.
Derivative Financial Instruments Offsetting as of Period End
Assets | Liabilities | |||||||
Futures contracts |
$ | 43,448 | $ | 43,246 | ||||
Forward foreign currency exchange contracts |
791,248 | 455,157 | ||||||
Swaps Centrally cleared |
972 | | ||||||
Swaps OTC(a) |
2,518,568 | 3,957,716 | ||||||
|
|
|
|
|||||
Total derivative assets and liabilities in the Statements of Assets and Liabilities |
$ | 3,354,236 | $ | 4,456,119 | ||||
Derivatives not subject to a Master Netting Agreement or similar agreement (MNA) |
(44,420 | ) | (43,246 | ) | ||||
|
|
|
|
|||||
Total derivative assets and liabilities subject to an MNA |
$ | 3,309,816 | $ | 4,412,873 | ||||
|
|
|
|
(a) | Includes unrealized appreciation (depreciation) on OTC swaps and swap premiums (paid/received) in the Statements of Assets and Liabilities. |
52 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
The following table presents the Funds derivative assets (and liabilities) by counterparty net of amounts available for offset under an MNA and net of the related collateral received (and pledged ) by the Fund:
Counterparty | Derivative Assets Subject to an MNA by Counterparty |
Derivatives Available for Offset (a) |
Non-cash Collateral Received |
Cash Collateral Received |
Net Amount of Derivative Assets (b) |
|||||||||||||||
Bank of America N.A. |
$ | 23,094 | $ | (17,277 | ) | $ | | $ | | $ | 5,817 | |||||||||
Barclays Bank PLC |
252,066 | (252,066 | ) | | | | ||||||||||||||
BNP Paribas S.A. |
176,428 | (1,005 | ) | | | 175,423 | ||||||||||||||
Citibank N.A. |
204,391 | (73,743 | ) | | | 130,648 | ||||||||||||||
Credit Suisse International |
1,229,573 | (1,229,573 | ) | | | | ||||||||||||||
Deutsche Bank AG |
31,901 | | | | 31,901 | |||||||||||||||
Goldman Sachs International |
21,637 | | | | 21,637 | |||||||||||||||
HSBC Bank PLC |
2,595 | | | | 2,595 | |||||||||||||||
JPMorgan Chase Bank N.A. |
137,960 | (137,960 | ) | | | | ||||||||||||||
Morgan Stanley & Co. International PLC |
1,036,342 | (1,036,342 | ) | | | | ||||||||||||||
Standard Chartered Bank |
2,575 | (2,575 | ) | | | | ||||||||||||||
State Street Bank and Trust Co. |
191,254 | (16,084 | ) | | | 175,170 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 3,309,816 | $ | (2,766,625 | ) | $ | | $ | | $ | 543,191 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Counterparty | Derivative Liabilities Subject to an MNA by Counterparty |
Derivatives Available for Offset (a) |
Non-cash Collateral Pledged |
Cash Collateral Pledged (c) |
Net Amount of Derivative Liabilities (d) |
|||||||||||||||
Bank of America N.A. |
$ | 17,277 | $ | (17,277 | ) | $ | | $ | | $ | | |||||||||
Barclays Bank PLC |
544,882 | (252,066 | ) | | (292,816 | ) | | |||||||||||||
BNP Paribas S.A. |
1,005 | (1,005 | ) | | | | ||||||||||||||
Citibank N.A. |
73,743 | (73,743 | ) | | | | ||||||||||||||
Credit Suisse International |
1,870,319 | (1,229,573 | ) | | (640,746 | ) | | |||||||||||||
JPMorgan Chase Bank N.A. |
308,158 | (137,960 | ) | | (10,000 | ) | 160,198 | |||||||||||||
Morgan Stanley & Co. International PLC |
1,538,152 | (1,036,342 | ) | | (390,000 | ) | 111,810 | |||||||||||||
Standard Chartered Bank |
43,253 | (2,575 | ) | | | 40,678 | ||||||||||||||
State Street Bank and Trust Co. |
16,084 | (16,084 | ) | | | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 4,412,873 | $ | (2,766,625 | ) | $ | | $ | (1,333,562 | ) | $ | 312,686 | |||||||||
|
|
|
|
|
|
|
|
|
|
(a) | The amount of derivatives available for offset is limited to the amount of derivative asset and/or liabilities that are subject to an MNA. |
(b) | Net amount represents the net amount receivable from the counterparty in the event of default. |
(c) | Excess of collateral pledged to the individual counterparty is not shown for financial reporting purposes. |
(d) | Net amount represents the net amount payable due to the counterparty in the event of default. |
SCHEDULES OF INVESTMENTS | 53 |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
Fair Value Hierarchy as of Period End
Various inputs are used in determining the fair value of investments and derivative financial instruments. For information about the Funds policy regarding valuation of investments and derivative financial instruments, refer to the Notes to Financial Statements.
The following tables summarize the Funds investments and derivative financial instruments categorized in the disclosure hierarchy:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: |
||||||||||||||||
Investments: |
||||||||||||||||
Long-Term Investments: |
||||||||||||||||
Asset-Backed Securities |
$ | | $ | 26,252,515 | $ | 4,155,566 | $ | 30,408,081 | ||||||||
Common Stocks(a) |
128,236 | 44,183 | 534,756 | 707,175 | ||||||||||||
Corporate Bonds |
| 376,380,576 | 1,577,528 | 377,958,104 | ||||||||||||
Floating Rate Loan Interests |
| 236,020,674 | 7,282,908 | 243,303,582 | ||||||||||||
Foreign Agency Obligations |
| 16,513,516 | | 16,513,516 | ||||||||||||
Investment Companies |
15,052,766 | | | 15,052,766 | ||||||||||||
Non-Agency Mortgage-Backed Securities |
| 9,195,420 | | 9,195,420 | ||||||||||||
Other Interests |
| | 10 | 10 | ||||||||||||
Preferred Securities(a) |
13,402,973 | 41,942,139 | | 55,345,112 | ||||||||||||
U.S. Government Sponsored Agency Securities |
| 33,410,222 | | 33,410,222 | ||||||||||||
U.S. Treasury Obligations |
| 18,226,283 | | 18,226,283 | ||||||||||||
Warrants |
| 201,521 | | 201,521 | ||||||||||||
Short-Term Securities: |
||||||||||||||||
Foreign Agency Obligations |
| 339,993 | | 339,993 | ||||||||||||
Money Market Funds |
3,688,908 | | | 3,688,908 | ||||||||||||
Liabilities: |
||||||||||||||||
Investments: |
||||||||||||||||
Unfunded Floating Rate Loan Interests(b) |
| (1,688 | ) | | (1,688 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Subtotal |
$ | 32,272,883 | $ | 758,525,354 | $ | 13,550,768 | $ | 804,349,005 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Investments Valued at NAV(c) |
83,182 | |||||||||||||||
|
|
|||||||||||||||
Total Investments |
$ | 804,432,187 | ||||||||||||||
|
|
|||||||||||||||
Derivative Financial Instruments(d) |
||||||||||||||||
Assets: |
||||||||||||||||
Credit contracts |
$ | | $ | 2,519,364 | $ | | $ | 2,519,364 | ||||||||
Forward foreign currency contracts |
| 791,248 | | 791,248 | ||||||||||||
Interest rate contracts |
130,798 | | | 130,798 | ||||||||||||
Liabilities: |
||||||||||||||||
Credit contracts |
| (332,310 | ) | | (332,310 | ) | ||||||||||
Equity contracts |
(507 | ) | | | (507 | ) | ||||||||||
Forward foreign currency contracts |
| (455,157 | ) | | (455,157 | ) | ||||||||||
Interest rate contracts |
(90,096 | ) | | | (90,096 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 40,195 | $ | 2,523,145 | $ | | $ | 2,563,340 | |||||||||
|
|
|
|
|
|
|
|
(a) | See above Schedule of Investments for values in each industry. |
(b) | Unfunded floating rate loan interests are valued at the unrealized appreciation (depreciation) on the commitment. |
(c) | Certain investments of the Fund were fair valued using NAV per share as no quoted market value is available and therefore have been excluded from the fair value hierarchy. |
(d) | Derivative financial instruments are swaps, futures contracts and forward foreign currency exchange contracts. Swaps, futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount or face value, including accrued interest, for financial statement purposes. As of period end, reverse repurchase agreements of $202,539,453 are categorized within as Level 2 the disclosure hierarchy.
54 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Schedule of Investments (continued) August 31, 2019 |
BlackRock Limited Duration Income Trust (BLW) |
A reconciliation of Level 3 Investments is presented when the Fund had a significant amount of Level 3 investments at the beginning and/or end of the year in relation to net assets. The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used in determining fair value:
Asset-Backed Securities |
Common Stocks |
Corporate Bonds |
Floating Rate Loan Interests |
Options Purchased |
Other Interests |
Warrants | Grand Total | |||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||
Opening balance, as of August 31, 2018 |
$ | 1,581,044 | $ | 2,336,114 | $ | 1,507,493 | $ | 9,733,052 | $ | | $ | 10 | $ | | $ | 15,157,713 | ||||||||||||||||
Transfers into Level 3(a) |
3,052,756 | | | 3,230,188 | | | | 6,282,944 | ||||||||||||||||||||||||
Transfers out of Level 3 |
| | (13 | ) | (4,260,723 | ) | | | | (4,260,736 | ) | |||||||||||||||||||||
Accrued discounts/premiums |
(131,390 | ) | | (50,411 | ) | 2,026 | | | | (179,775 | ) | |||||||||||||||||||||
Net realized gain (loss) |
(87,372 | ) | 27,445 | 848 | (86,089 | ) | (44,978 | ) | | (31 | ) | (190,177 | ) | |||||||||||||||||||
Net change in unrealized appreciation (depreciation)(b)(c) |
147,709 | (1,786,361 | ) | 151,761 | (74,343 | ) | 44,978 | | 31 | (1,516,225 | ) | |||||||||||||||||||||
Purchases |
| 100,687 | | 4,231,258 | | | | 4,331,945 | ||||||||||||||||||||||||
Sales |
(407,181 | ) | (143,129 | ) | (32,150 | ) | (5,492,461 | ) | | | | (6,074,921 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Closing balance, as of August 31, 2019 |
$ | 4,155,566 | $ | 534,756 | $ | 1,577,528 | $ | 7,282,908 | $ | | $ | 10 | $ | | $ | 13,550,768 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net change in unrealized appreciation (depreciation) on investments still held at August 31, 2019(c) |
$ | 147,709 | $ | (1,786,361 | ) | $ | 151,761 | $ | (98,502 | ) | $ | | $ | | $ | | $ | (1,585,393 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) | As of August 31, 2018, the Fund used observable inputs in determining the value of certain investments. As of August 31, 2019, the Fund used significant unobservable inputs in determining the value of the same investments. As a result, investments at beginning of period value were transferred from Level 2 to Level 3 in the disclosure hierarchy. |
(b) | Included in the related change in unrealized appreciation (depreciation) in the Statements of Operations. |
(c) | Any difference between net change in unrealized appreciation (depreciation) and net change in unrealized appreciation (depreciation) on investments still held at August 31, 2019 is generally due to investments no longer held or categorized as Level 3 at period end. |
See notes to financial statements.
SCHEDULES OF INVESTMENTS | 55 |
Statements of Assets and Liabilities
August 31, 2019
FRA | BLW | |||||||
ASSETS |
||||||||
Investments at value unaffiliated(a) |
$ | 753,584,970 | $ | 800,744,967 | ||||
Investments at value affiliated(b) |
| 3,688,908 | ||||||
Cash |
1,243,343 | 988,391 | ||||||
Cash pledged: |
||||||||
Collateral OTC derivatives |
| 1,930,000 | ||||||
Futures contracts |
| 342,300 | ||||||
Centrally cleared swaps |
| 689,000 | ||||||
Foreign currency at value(c) |
15,335 | 9,548,558 | ||||||
Receivables: |
||||||||
Investments sold |
10,114,109 | 2,315,812 | ||||||
Reverse repurchase agreements |
| 307,700 | ||||||
Dividends affiliated |
2,498 | 18,560 | ||||||
Interest unaffiliated |
2,473,041 | 8,128,051 | ||||||
Variation margin on futures contracts |
| 43,448 | ||||||
Variation margin on centrally cleared swaps |
| 972 | ||||||
Swap premiums paid |
| 1,059 | ||||||
Unrealized appreciation on: |
||||||||
Forward foreign currency exchange contracts |
98,621 | 791,248 | ||||||
OTC swaps |
| 2,517,509 | ||||||
Prepaid expenses |
6,534 | 6,669 | ||||||
|
|
|
|
|||||
Total assets |
767,538,451 | 832,063,152 | ||||||
|
|
|
|
|||||
LIABILITIES |
||||||||
Collateral reverse repurchase agreements |
| 59,288 | ||||||
Reverse repurchase agreements at value |
| 202,539,453 | ||||||
Payables: |
||||||||
Investments purchased |
35,681,515 | 13,447,899 | ||||||
Bank borrowings |
204,000,000 | | ||||||
Income dividend distributions |
80,967 | 105,844 | ||||||
Interest expense |
530,521 | | ||||||
Investment advisory fees |
465,119 | 376,789 | ||||||
Offering costs |
4,000 | | ||||||
Directors and Officers fees |
7,323 | 428,702 | ||||||
Other accrued expenses |
309,146 | 396,063 | ||||||
Variation margin on futures contracts |
| 43,246 | ||||||
Swap premiums received |
| 3,921,652 | ||||||
Unrealized depreciation on: |
||||||||
Forward foreign currency exchange contracts |
8,163 | 455,157 | ||||||
OTC swaps |
| 36,064 | ||||||
Unfunded floating rate loan interests |
4,797 | 1,688 | ||||||
|
|
|
|
|||||
Total liabilities |
241,091,551 | 221,811,845 | ||||||
|
|
|
|
|||||
NET ASSETS |
$ | 526,446,900 | $ | 610,251,307 | ||||
|
|
|
|
|||||
NET ASSETS CONSIST OF |
||||||||
Paid-in capital(d)(e)(f) |
$ | 564,639,181 | $ | 636,378,755 | ||||
Accumulated loss |
(38,192,281 | ) | (26,127,448 | ) | ||||
|
|
|
|
|||||
NET ASSETS |
$ | 526,446,900 | $ | 610,251,307 | ||||
|
|
|
|
|||||
Net asset value, offering and redemption price per share |
$ | 14.49 | $ | 17.03 | ||||
|
|
|
|
|||||
(a) Investments at cost unaffiliated |
$ | 766,457,987 | $ | 795,551,203 | ||||
(b) Investments at cost affiliated |
$ | | $ | 3,688,908 | ||||
(c) Foreign currency at cost |
$ | 15,518 | $ | 9,647,175 | ||||
(d) Par value |
$ | 0.100 | $ | 0.001 | ||||
(e) Shares outstanding |
36,325,253 | 35,832,657 | ||||||
(f) Shares authorized |
200 million | unlimited |
See notes to financial statements.
56 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Year Ended August 31, 2019
FRA | BLW | |||||||
INVESTMENT INCOME |
||||||||
Interest unaffiliated |
$ | 42,149,744 | $ | 43,277,038 | ||||
Dividends unaffiliated |
1,151,000 | 1,323,406 | ||||||
Other income |
584,116 | 224,044 | ||||||
Dividends affiliated |
38,562 | 171,752 | ||||||
Foreign taxes withheld |
| (12,750 | ) | |||||
|
|
|
|
|||||
Total investment income |
43,923,422 | 44,983,490 | ||||||
|
|
|
|
|||||
EXPENSES |
||||||||
Investment advisory |
5,651,988 | 4,443,460 | ||||||
Professional |
193,421 | 170,541 | ||||||
Accounting services |
111,942 | 115,798 | ||||||
Transfer agent |
57,141 | 71,995 | ||||||
Directors and Officer |
43,190 | 54,293 | ||||||
Custodian |
37,942 | 75,575 | ||||||
Offering |
30,883 | | ||||||
Printing |
29,541 | 23,989 | ||||||
Registration |
14,061 | 13,877 | ||||||
Miscellaneous |
28,298 | 95,711 | ||||||
|
|
|
|
|||||
Total expenses excluding interest expense |
6,198,407 | 5,065,239 | ||||||
Interest expense |
6,951,555 | 5,810,660 | ||||||
|
|
|
|
|||||
Total expenses |
13,149,962 | 10,875,899 | ||||||
Less fees waived and/or reimbursed by the Manager |
(1,728 | ) | (5,603 | ) | ||||
|
|
|
|
|||||
Total expenses after fees waived and/or reimbursed |
13,148,234 | 10,870,296 | ||||||
|
|
|
|
|||||
Net investment income |
30,775,188 | 34,113,194 | ||||||
|
|
|
|
|||||
REALIZED AND UNREALIZED GAIN (LOSS) |
||||||||
Net realized gain (loss) from: |
||||||||
Investments unaffiliated |
(9,904,223 | ) | (9,484,091 | ) | ||||
Investments affiliated |
27,274 | | ||||||
Futures contracts |
| 767,291 | ||||||
Forward foreign currency exchange contracts |
587,067 | 2,682,747 | ||||||
Foreign currency transactions |
117,500 | (399,761 | ) | |||||
Swaps |
(610,309 | ) | 2,360,524 | |||||
|
|
|
|
|||||
(9,782,691 | ) | (4,073,290 | ) | |||||
|
|
|
|
|||||
Net change in unrealized appreciation (depreciation) on: |
||||||||
Investments unaffiliated |
(6,292,224 | ) | 14,278,431 | |||||
Futures contracts |
| 36,999 | ||||||
Forward foreign currency exchange contracts |
36,256 | (108,409 | ) | |||||
Foreign currency translations |
(130,922 | ) | (54,655 | ) | ||||
Swaps |
| 235,180 | ||||||
Unfunded floating rate loan interests |
(1,585 | ) | (906 | ) | ||||
|
|
|
|
|||||
(6,388,475 | ) | 14,386,640 | ||||||
|
|
|
|
|||||
Net realized and unrealized gain (loss) |
(16,171,166 | ) | 10,313,350 | |||||
|
|
|
|
|||||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 14,604,022 | $ | 44,426,544 | ||||
|
|
|
|
See notes to financial statements.
FINANCIAL STATEMENTS | 57 |
Statements of Changes in Net Assets
FRA | BLW | |||||||||||||||||||
Year Ended August 31, | Year Ended August 31, | |||||||||||||||||||
2019 | 2018 (a) | 2019 | 2018 | |||||||||||||||||
INCREASE (DECREASE) IN NET ASSETS |
||||||||||||||||||||
OPERATIONS |
||||||||||||||||||||
Net investment income |
$ | 30,775,188 | $ | 29,305,147 | $ | 34,113,194 | $ | 34,941,919 | ||||||||||||
Net realized gain (loss) |
(9,782,691 | ) | 638,332 | (4,073,290 | ) | 7,252,073 | ||||||||||||||
Net change in unrealized appreciation (depreciation) |
(6,388,475 | ) | (3,031,229 | ) | 14,386,640 | (19,132,912 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net increase in net assets resulting from operations |
14,604,022 | 26,912,250 | 44,426,544 | 23,061,080 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
DISTRIBUTIONS TO SHAREHOLDERS(b)(c) |
||||||||||||||||||||
Decrease in net assets resulting from distributions to shareholders |
(32,025,983 | ) | (27,514,809 | ) | (34,575,364 | ) | (35,259,837 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
CAPITAL SHARE TRANSACTIONS |
||||||||||||||||||||
Redemption of shares resulting from share repurchase program (including transaction costs) |
(11,500,788 | ) | | (11,648,172 | ) | (5,481,140 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
NET ASSETS(c) |
||||||||||||||||||||
Total decrease in net assets |
(28,922,749 | ) | (602,559 | ) | (1,796,992 | ) | (17,679,897 | ) | ||||||||||||
Beginning of year |
555,369,649 | 555,972,208 | 612,048,299 | 629,728,196 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
End of year |
$ | 526,446,900 | $ | 555,369,649 | $ | 610,251,307 | $ | 612,048,299 | ||||||||||||
|
|
|
|
|
|
|
|
(a) | Consolidated Statements of Changes in Net Assets through November 30, 2017. |
(b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(c) | Prior year distribution character information and undistributed net investment income has been modified or removed to conform with current year Regulation S-X presentation changes. Refer to Note 12 for this prior year information. |
See notes to financial statements.
58 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Year Ended August 31, 2019
FRA | BLW | |||||||
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES |
| |||||||
Net increase in net assets resulting from operations |
$ | 14,604,022 | $ | 44,426,544 | ||||
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used for) operating activities: |
| |||||||
Proceeds from sales of long-term investments and principal paydowns |
449,031,617 | 449,365,731 | ||||||
Purchases of long-term investments |
(406,462,634 | ) | (399,504,230 | ) | ||||
Net proceeds from sales (purchases) of short-term securities |
155,382 | (3,770,137 | ) | |||||
Amortization of premium and accretion of discount on investments and other fees |
(386,564 | ) | 372,746 | |||||
Net unrealized (appreciation) depreciation on investments, swaps, forward foreign currency exchange contracts, foreign currency translations and unfunded floating rate loan interests |
6,257,553 | (15,551,799 | ) | |||||
Net realized loss on investments |
9,882,763 | 9,484,002 | ||||||
(Increase) Decrease in Assets: |
||||||||
Receivables: |
||||||||
Dividends affiliated |
(1,011 | ) | (9,055 | ) | ||||
Interest unaffiliated |
299,782 | 101,721 | ||||||
Variation margin on futures contracts |
| (16,354 | ) | |||||
Variation margin on centrally cleared swaps |
| (972 | ) | |||||
Swap premiums paid |
| 19,832 | ||||||
Prepaid expenses |
2,463 | 3,082 | ||||||
Deferred offering costs |
30,883 | | ||||||
Increase (Decrease) in Liabilities: |
||||||||
Cash received: |
||||||||
Collateral reverse repurchase agreements |
| 59,288 | ||||||
Collateral OTC derivatives |
| (150,000 | ) | |||||
Payables: |
||||||||
Interest expense and fees |
(35,153 | ) | 982,760 | |||||
Investment advisory fees |
(38,541 | ) | (23,117 | ) | ||||
Directors and Officers fees |
(1,216 | ) | (618 | ) | ||||
Other accrued expenses |
(72,636 | ) | (44,422 | ) | ||||
Variation margin on futures contracts |
| (17,893 | ) | |||||
Variation margin on centrally cleared swaps |
| (114,007 | ) | |||||
Swap premiums received |
| (52,099 | ) | |||||
|
|
|
|
|||||
Net cash provided by operating activities |
73,266,710 | 85,561,003 | ||||||
|
|
|
|
|||||
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES |
||||||||
Cash dividends paid to Common Shareholders |
(32,025,792 | ) | (34,562,280 | ) | ||||
Payments for bank borrowings |
(306,000,000 | ) | | |||||
Payments on Common Shares redeemed |
(11,500,788 | ) | (11,769,182 | ) | ||||
Proceeds from bank borrowings |
277,000,000 | | ||||||
Net borrowing of reverse repurchase agreements |
| (33,373,160 | ) | |||||
|
|
|
|
|||||
Net cash used for financing activities |
(72,526,580 | ) | (79,704,622 | ) | ||||
|
|
|
|
|||||
CASH IMPACT FROM FOREIGN EXCHANGE FLUCTUATIONS |
||||||||
Cash impact from foreign exchange fluctuations |
$ | (169 | ) | $ | (57,073 | ) | ||
|
|
|
|
|||||
CASH AND FOREIGN CURRENCY |
||||||||
Net increase in restricted and unrestricted cash and foreign currency |
739,961 | 5,799,308 | ||||||
Restricted and unrestricted cash and foreign currency at beginning of year |
518,717 | 7,698,941 | ||||||
|
|
|
|
|||||
Restricted and unrestricted cash and foreign currency at end of year |
$ | 1,258,678 | $ | 13,498,249 | ||||
|
|
|
|
|||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
| |||||||
Cash paid during the year for interest expense |
$ | 6,986,708 | $ | 4,827,900 | ||||
|
|
|
|
See notes to financial statements.
FINANCIAL STATEMENTS | 59 |
Statements of Cash Flows (continued)
Year Ended August 31, 2019
FRA | BLW | |||||||
RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AND FOREIGN CURRENCY AT THE END OF YEAR TO
THE |
| |||||||
Cash |
$ | 1,243,343 | $ | 988,391 | ||||
Cash pledged: |
| |||||||
Collateral OTC derivatives |
| 1,930,000 | ||||||
Futures contracts |
| 342,300 | ||||||
Centrally cleared swaps |
| 689,000 | ||||||
Foreign currency at value |
15,335 | 9,548,558 | ||||||
|
|
|
|
|||||
$ | 1,258,678 | $ | 13,498,249 | |||||
|
|
|
|
|||||
RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AND FOREIGN CURRENCY AT THE BEGINNING OF
YEAR TO |
| |||||||
Cash |
$ | 508,498 | $ | 172,706 | ||||
Cash pledged: |
| |||||||
Collateral reverse repurchase agreements |
| 908,000 | ||||||
Collateral OTC derivatives |
| 3,540,000 | ||||||
Futures contracts |
| 497,859 | ||||||
Centrally cleared swaps |
| 1,017,170 | ||||||
Foreign currency at value |
10,219 | 1,563,206 | ||||||
|
|
|
|
|||||
$ | 518,717 | $ | 7,698,941 | |||||
|
|
|
|
See notes to financial statements.
60 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
(For a share outstanding throughout each period)
FRA | ||||||||||||||||||||
Year Ended August 31, | ||||||||||||||||||||
2019 | 2018 (a) | 2017 (a) | 2016 (a) | 2015 (a) | ||||||||||||||||
Net asset value, beginning of year |
$ | 14.92 | $ | 14.93 | $ | 14.78 | $ | 14.91 | $ | 15.38 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net investment income(b) |
0.84 | 0.79 | 0.76 | 0.76 | 0.81 | |||||||||||||||
Net realized and unrealized gain (loss) |
(0.40 | ) | (0.06 | ) | 0.20 | (0.14 | ) | (0.47 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase from investment operations |
0.44 | 0.73 | 0.96 | 0.62 | 0.34 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions from net investment income(c) |
(0.87 | ) | (0.74 | ) | (0.81 | ) | (0.75 | ) | (0.81 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net asset value, end of year |
$ | 14.49 | $ | 14.92 | $ | 14.93 | $ | 14.78 | $ | 14.91 | (d) | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Market price, end of year |
$ | 12.46 | $ | 13.80 | $ | 14.10 | $ | 13.70 | $ | 12.94 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Return(e) |
| |||||||||||||||||||
Based on net asset value |
3.94 | % | 5.28 | % | 6.93 | % | 5.00 | % | 2.88 | %(d) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Based on market price |
(3.37 | )% | 3.11 | % | 8.95 | % | 12.14 | % | (3.71 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ratios to Average Net Assets(f) |
| |||||||||||||||||||
Total expenses |
2.45 | % | 2.23 | % | 1.88 | % | 1.54 | % | 1.56 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total expenses after fees waived and/or reimbursed |
2.45 | % | 2.22 | % | 1.88 | % | 1.54 | % | 1.56 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total expenses after fees waived and/or reimbursed and excluding interest expense |
1.16 | % | 1.20 | % | 1.21 | % | 1.14 | % | 1.19 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net investment income |
5.74 | % | 5.27 | % | 5.08 | % | 5.27 | % | 5.39 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Supplemental Data |
| |||||||||||||||||||
Net assets, end of year (000) |
$ | 526,447 | $ | 555,370 | $ | 555,972 | $ | 550,271 | $ | 555,104 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Borrowings outstanding, end of year (000) |
$ | 204,000 | $ | 233,000 | $ | 237,000 | $ | 225,000 | $ | 196,000 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Asset coverage, end of year per $1,000 of bank borrowings |
$ | 3,582 | $ | 3,385 | $ | 3,346 | $ | 3,446 | $ | 3,832 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Portfolio turnover rate |
53 | % | 57 | % | 64 | % | 48 | % | 43 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
(a) | Consolidated Financial Highlights through November 30, 2017. |
(b) | Based on average shares outstanding. |
(c) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(d) | For financial reporting purposes, the market value of certain investments were adjusted as of report date. Accordingly, the net asset value per share and total return performance presented herein are different than the information previously published on August 31, 2015. |
(e) | Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices. |
(f) | Excludes expenses incurred indirectly as a result of investments in underlying funds as follows: |
Year Ended August 31, | ||||||||||||||||||||||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||||||||||||||||||||||
Investments in underlying funds |
0.03 | % | 0.01 | % | | | | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
FINANCIAL HIGHLIGHTS | 61 |
Financial Highlights (continued)
(For a share outstanding throughout each period)
BLW | ||||||||||||||||||||
Year Ended August 31, | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015(a) | ||||||||||||||||
Net asset value, beginning of year |
$ | 16.71 | $ | 17.02 | $ | 16.84 | $ | 17.04 | $ | 18.09 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net investment income(b) |
0.94 | 0.95 | 1.01 | 1.32 | 1.16 | |||||||||||||||
Net realized and unrealized gain (loss) |
0.33 | (0.31 | ) | 0.44 | (0.22 | ) | (0.92 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase from investment operations |
1.27 | 0.64 | 1.45 | 1.10 | 0.24 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions from net investment income(c) |
(0.95 | ) | (0.95 | ) | (1.27 | ) | (1.30 | ) | (1.29 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net asset value, end of year |
$ | 17.03 | $ | 16.71 | $ | 17.02 | $ | 16.84 | $ | 17.04 | (d) | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Market price, end of year |
$ | 15.44 | $ | 15.06 | $ | 15.99 | $ | 15.74 | $ | 14.60 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Return(e) |
| |||||||||||||||||||
Based on net asset value |
8.77 | % | 4.42 | % | 9.62 | % | 7.78 | % | 2.23 | %(d) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Based on market price |
9.41 | % | 0.18 | % | 10.18 | % | 17.59 | % | (5.74 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ratios to Average Net Assets |
| |||||||||||||||||||
Total expenses |
1.81 | %(f) | 1.73 | % | 1.45 | % | 1.21 | % | 1.15 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total expenses after fees waived and/or reimbursed |
1.81 | %(f) | 1.73 | % | 1.45 | % | 1.21 | % | 1.15 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total expenses after fees waived and/or reimbursed and excluding interest expense |
0.84 | %(f) | 0.89 | % | 0.89 | % | 0.89 | % | 0.92 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net investment income |
5.69 | %(f) | 5.60 | % | 6.00 | % | 8.04 | % | 6.65 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Supplemental Data |
| |||||||||||||||||||
Net assets, end of year (000) |
$ | 610,251 | $ | 612,048 | $ | 629,728 | $ | 623,219 | $ | 630,388 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Borrowings outstanding, end of year (000) |
$ | 202,539 | $ | 234,622 | $ | 252,280 | $ | 263,445 | $ | 264,036 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Portfolio turnover rate |
50 | % | 50 | % | 55 | % | 54 | % | 47 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
(a) | Consolidated Financial Highlights. |
(b) | Based on average shares outstanding. |
(c) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(d) | For financial reporting purposes, the market value of certain investments were adjusted as of report date. Accordingly, the net asset value per share and total return performance presented herein are different than the information previously published on August 31, 2015. |
(e) | Total returns based on market price, which can be significantly greater or less than the net asset value, may result in substantially different returns. Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions at actual reinvestment prices. |
(f) | Excludes 0.02% of expenses incurred indirectly as a result of investments in underlying funds. |
See notes to financial statements.
62 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
1. | ORGANIZATION |
The following are registered under the Investment Company Act of 1940, as amended (the 1940 Act), as closed-end management investment companies and are referred to herein collectively as the Funds, or individually as a Fund:
Fund Name | Herein Referred To As | Organized | Diversification Classification | |||
BlackRock Floating Rate Income Strategies Fund, Inc. |
FRA | Maryland | Diversified | |||
BlackRock Limited Duration Income Trust |
BLW | Delaware | Diversified |
The Boards of Directors and Boards of Trustees of the Funds are collectively referred to throughout this report as the Board of Directors or the Board, and the directors/trustees thereof are collectively referred to throughout this report as Directors. The Funds determine and make available for publication the net asset values (NAVs) of their Common Shares on a daily basis.
The Funds, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the Manager) or its affiliates, are included in a complex of open-end non-index fixed-income mutual funds and all BlackRock-advised closed-end funds referred to as the BlackRock Fixed-Income Complex.
Basis of Consolidation: The accompanying consolidated financial statements of FRA include the account of FRA Subsidiary, LLC (the Taxable Subsidiary). As of period end, the Taxable Subsidiary, which was wholly-owned by FRA, was dissolved. The Taxable Subsidiary enabled FRA to hold an investment in an operating partnership and satisfy Regulated Investment Company (RIC) tax requirements. Income earned and gains realized on the investment held by the Taxable Subsidiary were taxable to such subsidiary. There was no tax provision required for income or realized gains during the period.
2. | SIGNIFICANT ACCOUNTING POLICIES |
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. Each Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:
Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend date. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Funds are informed of the ex-dividend date. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Interest income, including amortization and accretion of premiums and discounts on debt securities, and payment-in-kind interest are recognized on an accrual basis.
Foreign Currency Translation: Each Funds books and records are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates determined as of the close of trading on the New York Stock Exchange (NYSE). Purchases and sales of investments are recorded at the rates of exchange prevailing on the respective dates of such transactions. Generally, when the U.S. dollar rises in value against a foreign currency, the investments denominated in that currency will lose value; the opposite effect occurs if the U.S. dollar falls in relative value.
Each Fund does not isolate the portion of the results of operations arising as a result of changes in the exchange rates from the changes in the market prices of investments held or sold for financial reporting purposes. Accordingly, the effects of changes in exchange rates on investments are not segregated in the Statements of Operations from the effects of changes in market prices of those investments, but are included as a component of net realized and unrealized gain (loss) from investments. Each Fund reports realized currency gains (losses) on foreign currency related transactions as components of net realized gain (loss) for financial reporting purposes, whereas such components are generally treated as ordinary income for U.S. federal income tax purposes.
Segregation and Collateralization: In cases where a Fund enters into certain investments (e.g., futures contracts, forward foreign currency exchange contracts, options written and swaps) or certain borrowings (e.g., reverse repurchase transactions) that would be treated as senior securities for 1940 Act purposes, a Fund may segregate or designate on its books and records cash or liquid assets having a market value at least equal to the amount of its future obligations under such investments or borrowings. Doing so allows the investment or borrowings to be excluded from treatment as a senior security. Furthermore, if required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.
Distributions: Distributions from net investment income are declared monthly and paid monthly. Distributions of capital gains are recorded on the ex-dividend date and made at least annually. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
Deferred Compensation Plan: Under the Deferred Compensation Plan (the Plan) approved by each Funds Board, the directors who are not interested persons of the Funds, as defined in the 1940 Act (Independent Directors), may defer a portion of their annual complex-wide compensation. Deferred amounts earn an approximate return as though equivalent dollar amounts had been invested in common shares of certain funds in the BlackRock Fixed-Income Complex selected by the Independent Directors. This has the same economic effect for the Independent Directors as if the Independent Directors had invested the deferred amounts directly in certain funds in the BlackRock Fixed-Income Complex.
NOTES TO FINANCIAL STATEMENTS | 63 |
Notes to Financial Statements (continued)
The Plan is not funded and obligations thereunder represent general unsecured claims against the general assets of each Fund, as applicable. Deferred compensation liabilities are included in the Directors and Officers fees payable in the Statements of Assets and Liabilities and will remain as a liability of the Funds until such amounts are distributed in accordance with the Plan.
Recent Accounting Standards: In March 2017, the Financial Accounting Standards Board issued Accounting Standards Update Premium Amortization of Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities. Under the new guidance, the premium amortization of purchased callable debt securities that have explicit, non-contingent call features and are callable at fixed prices will be amortized to the earliest call date. The guidance will be applied on a modified retrospective basis and is effective for fiscal years, and their interim periods, beginning after December 15, 2018. Management continues to evaluate the impact of this guidance on the Funds.
Indemnifications: In the normal course of business, a Fund enters into contracts that contain a variety of representations that provide general indemnification. A Funds maximum exposure under these arrangements is unknown because it involves future potential claims against a Fund, which cannot be predicted with any certainty.
Other: Expenses directly related to a Fund are charged to that Fund. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.
3. | INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS |
Investment Valuation Policies: The Funds investments are valued at fair value (also referred to as market value within the financial statements) as of the close of trading on the NYSE (generally 4:00 p.m., Eastern time) (or if the reporting date falls on a day the NYSE is closed, investments are valued at fair value as of the period end). U.S. GAAP defines fair value as the price the Funds would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Funds determine the fair values of their financial instruments using various independent dealers or pricing services under policies approved by the Board. The BlackRock Global Valuation Methodologies Committee (the Global Valuation Committee) is the committee formed by management to develop global pricing policies and procedures and to oversee the pricing function for all financial instruments.
Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each Funds assets and liabilities:
| Equity investments traded on a recognized securities exchange are valued at the official closing price each day, if available. For equity investments traded on more than one exchange, the official closing price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price. |
| Fixed-income securities for which market quotations are readily available are generally valued using the last available bid prices or current market quotations provided by independent dealers or third party pricing services. Floating rate loan interests are valued at the mean of the bid prices from one or more independent brokers or dealers as obtained from a third party pricing service. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a fund may hold or transact in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The pricing services may use matrix pricing or valuation models that utilize certain inputs and assumptions to derive values, including transaction data (e.g., recent representative bids and offers), credit quality information, perceived market movements, news, and other relevant information. Certain fixed-income securities, including asset-backed and mortgage related securities may be valued based on valuation models that consider the estimated cash flows of each tranche of the entity, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche. The amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless the Manager determines such method does not represent fair value. |
Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Occasionally, events affecting the values of such instruments may occur between the foreign market close and the close of trading on the NYSE that may not be reflected in the computation of the Funds net assets. Each business day, the Funds use a pricing service to assist with the valuation of certain foreign exchange-traded equity securities and foreign exchange-traded and over-the-counter (OTC) options (the Systematic Fair Value Price). Using current market factors, the Systematic Fair Value Price is designed to value such foreign securities and foreign options at fair value as of the close of trading on the NYSE, which follows the close of the local markets.
| Investments in open-end U.S. mutual funds are valued at NAV each business day. |
| Futures contracts traded on exchanges are valued at their last sale price. |
| Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of trading on the NYSE based on that days prevailing forward exchange rate for the underlying currencies. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. |
| Exchange-traded options are valued at the mean between the last bid and ask prices at the close of the options market in which the options trade. An exchange-traded option for which there is no mean price is valued at the last bid (long positions) or ask (short positions) price. If no bid or ask price is available, the prior days price will be used, unless it is determined that the prior days price no longer reflects the fair value of the option. OTC options and options on swaps (swaptions) are valued by an independent pricing service using a mathematical model, which incorporates a number of market data factors, such as the trades and prices of the underlying instruments. |
| Swap agreements are valued utilizing quotes received daily by the Funds pricing service or through brokers, which are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades and values of the underlying reference instruments. |
64 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (continued)
If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such investments, or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (Fair Valued Investments). The fair valuation approaches that may be used by the Global Valuation Committee will include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that each Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arms-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant and consistent with the principles of fair value measurement. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.
For investments in equity or debt issued by privately held companies or funds (Private Company or collectively, the Private Companies) and other Fair Valued Investments, the fair valuation approaches that are used by the Global Valuation Committee and third party pricing services utilize one or a combination of, but not limited to, the following inputs.
Standard Inputs Generally Considered By Third Party Pricing Services | ||
Market approach |
(i) recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers; (ii) recapitalizations and other transactions across the capital structure; and (iii) market multiples of comparable issuers. | |
Income approach |
(i) future cash flows discounted to present and adjusted as appropriate for liquidity, credit, and/or market risks; (ii) quoted prices for similar investments or assets in active markets; and (iii) other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates. | |
Cost approach |
(i) audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company; (ii) changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company; (iii) relevant news and other public sources; and (iv) known secondary market transactions in the Private Companys interests and merger or acquisition activity in companies comparable to the Private Company. |
Investments in series of preferred stock issued by Private Companies are typically valued utilizing market approach in determining the enterprise value of the company. Such investments often contain rights and preferences that differ from other series of preferred and common stock of the same issuer. Valuation techniques such as an option pricing model (OPM), a probability weighted expected return model (PWERM) or a hybrid of those techniques are used in allocating enterprise value of the company, as deemed appropriate under the circumstances. The use of OPM and PWERM techniques involve a determination of the exit scenarios of the investment in order to appropriately allocate the enterprise value of the company among the various parts of its capital structure.
The Private Companies are not subject to the public company disclosure, timing, and reporting standards as other investments held by a Fund. Typically, the most recently available information by a Private Company is as of a date that is earlier than the date a Fund is calculating its NAV. This factor may result in a difference between the value of the investment and the price a Fund could receive upon the sale of the investment.
Fair Value Hierarchy: Various inputs are used in determining the fair value of investments and derivative financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:
| Level 1 Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that each Fund has the ability to access |
| Level 2 Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs) |
| Level 3 Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Global Valuation Committees assumptions used in determining the fair value of investments and derivative financial instruments) |
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies. There may not be a secondary market, and/or there are a limited number of investors. The categorization of a value determined for investments and derivative financial instruments is based on the pricing transparency of the investments and derivative financial instruments and is not necessarily an indication of the risks associated with investing in those securities.
As of August 31, 2019, certain investments of BLW were valued using NAV per share as no quoted market value is available and therefore have been excluded from the fair value hierarchy.
NOTES TO FINANCIAL STATEMENTS | 65 |
Notes to Financial Statements (continued)
4. | SECURITIES AND OTHER INVESTMENTS |
Asset-Backed and Mortgage-Backed Securities: Asset-backed securities are generally issued as pass-through certificates or as debt instruments. Asset-backed securities issued as pass-through certificates represent undivided fractional ownership interests in an underlying pool of assets. Asset-backed securities issued as debt instruments, which are also known as collateralized obligations, are typically issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. The yield characteristics of certain asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal part of the obligations may be prepaid at any time because the underlying assets (i.e., loans) may be prepaid at any time. As a result, a decrease in interest rates in the market may result in increases in the level of prepayments as borrowers, particularly mortgagors, refinance and repay their loans. An increased prepayment rate with respect to an asset-backed security will have the effect of shortening the maturity of the security. In addition, a fund may subsequently have to reinvest the proceeds at lower interest rates. If a fund has purchased such an asset-backed security at a premium, a faster than anticipated prepayment rate could result in a loss of principal to the extent of the premium paid.
For mortgage pass-through securities (the Mortgage Assets) there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. For example, mortgage-related securities guaranteed by Ginnie Mae are guaranteed as to the timely payment of principal and interest by Ginnie Mae and such guarantee is backed by the full faith and credit of the United States. However, mortgage-related securities issued by Freddie Mac and Fannie Mae, including Freddie Mac and Fannie Mae guaranteed mortgage pass-through certificates, which are solely the obligations of Freddie Mac and Fannie Mae, are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of the issuer to borrow from the U.S. Treasury.
Non-agency mortgage-backed securities are securities issued by non-governmental issuers and have no direct or indirect government guarantees of payment and are subject to various risks. Non-agency mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair a borrowers ability to repay its loans.
Collateralized Debt Obligations: Collateralized debt obligations (CDOs), including collateralized bond obligations (CBOs) and collateralized loan obligations (CLOs), are types of asset-backed securities. A CDO is an entity that is backed by a diversified pool of debt securities (CBOs) or syndicated bank loans (CLOs). The cash flows of the CDO can be split into multiple segments, called tranches, which will vary in risk profile and yield. The riskiest segment is the subordinated or equity tranche. This tranche bears the greatest risk of defaults from the underlying assets in the CDO and serves to protect the other, more senior, tranches from default in all but the most severe circumstances. Since it is shielded from defaults by the more junior tranches, a senior tranche will typically have higher credit ratings and lower yields than their underlying securities, and often receive investment grade ratings from one or more of the nationally recognized rating agencies. Despite the protection from the more junior tranches, senior tranches can experience substantial losses due to actual defaults, increased sensitivity to future defaults and the disappearance of one or more protecting tranches as a result of changes in the credit profile of the underlying pool of assets.
Multiple Class Pass-Through Securities: Multiple class pass-through securities, including collateralized mortgage obligations (CMOs) and commercial mortgage-backed securities, may be issued by Ginnie Mae, U.S. Government agencies or instrumentalities or by trusts formed by private originators of, or investors in, mortgage loans. In general, CMOs are debt obligations of a legal entity that are collateralized by a pool of residential or commercial mortgage loans or mortgage pass-through securities (the Mortgage Assets). The payments on these are used to make payments on the CMOs or multiple pass-through securities. Multiple class pass-through securities represent direct ownership interests in the Mortgage Assets. Classes of CMOs include interest only (IOs), principal only (POs), planned amortization classes and targeted amortization classes. IOs and POs are stripped mortgage-backed securities representing interests in a pool of mortgages, the cash flow from which has been separated into interest and principal components. IOs receive the interest portion of the cash flow while POs receive the principal portion. IOs and POs can be extremely volatile in response to changes in interest rates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. POs perform best when prepayments on the underlying mortgages rise since this increases the rate at which the principal is returned and the yield to maturity on the PO. When payments on mortgages underlying a PO are slower than anticipated, the life of the PO is lengthened and the yield to maturity is reduced. If the underlying Mortgage Assets experience greater than anticipated prepayments of principal, a funds initial investment in the IOs may not fully recoup.
Stripped Mortgage-Backed Securities: Stripped mortgage-backed securities are typically issued by the U.S. Government, its agencies and instrumentalities. Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest (IOs) and principal (POs) distributions on a pool of the Mortgage Assets. Stripped mortgage-backed securities may be privately issued.
Zero-Coupon Bonds: Zero-coupon bonds are normally issued at a significant discount from face value and do not provide for periodic interest payments. These bonds may experience greater volatility in market value than other debt obligations of similar maturity which provide for regular interest payments.
Capital Securities and Trust Preferred Securities: Capital securities, including trust preferred securities, are typically issued by corporations, generally in the form of interest-bearing notes with preferred securities characteristics. In the case of trust preferred securities, an affiliated business trust of a corporation issues these securities, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The securities can be structured with either a fixed or adjustable coupon that can have either a perpetual or stated maturity date. For trust preferred securities, the issuing bank or corporation pays interest to the trust, which is then distributed to holders of these securities as a dividend. Dividends can be deferred without creating an event of default or acceleration, although maturity cannot take place unless all cumulative payment obligations have been met. The deferral of payments does not affect the purchase or sale of these securities in the open market. These securities generally are rated below that of the issuing companys senior debt securities and are freely callable at the issuers option.
Preferred Stocks: Preferred stock has a preference over common stock in liquidation (and generally in receiving dividends as well), but is subordinated to the liabilities of the issuer in all respects. As a general rule, the market value of preferred stock with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risk, while the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock is junior
66 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (continued)
to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similar stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuers board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.
Warrants: Warrants entitle a fund to purchase a specified number of shares of common stock and are non-income producing. The purchase price and number of shares are subject to adjustment under certain conditions until the expiration date of the warrants, if any. If the price of the underlying stock does not rise above the strike price before the warrant expires, the warrant generally expires without any value and a fund will lose any amount it paid for the warrant. Thus, investments in warrants may involve more risk than investments in common stock. Warrants may trade in the same markets as their underlying stock; however, the price of the warrant does not necessarily move with the price of the underlying stock.
Floating Rate Loan Interests: Floating rate loan interests are typically issued to companies (the borrower) by banks, other financial institutions, or privately and publicly offered corporations (the lender). Floating rate loan interests are generally non-investment grade, often involve borrowers whose financial condition is troubled or uncertain and companies that are highly leveraged or in bankruptcy proceedings. In addition, transactions in floating rate loan interests may settle on a delayed basis, which may result in proceeds from the sale not being readily available for a fund to make additional investments or meet its redemption obligations. Floating rate loan interests may include fully funded term loans or revolving lines of credit. Floating rate loan interests are typically senior in the corporate capital structure of the borrower. Floating rate loan interests generally pay interest at rates that are periodically determined by reference to a base lending rate plus a premium. Since the rates reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the NAV of a fund to the extent that it invests in floating rate loan interests. The base lending rates are generally the lending rate offered by one or more European banks, such as the London Interbank Offered Rate (LIBOR), the prime rate offered by one or more U.S. banks or the certificate of deposit rate. Floating rate loan interests may involve foreign borrowers, and investments may be denominated in foreign currencies. These investments are treated as investments in debt securities for purposes of a funds investment policies.
When a fund purchases a floating rate loan interest, it may receive a facility fee and when it sells a floating rate loan interest, it may pay a facility fee. On an ongoing basis, a fund may receive a commitment fee based on the undrawn portion of the underlying line of credit amount of a floating rate loan interest. Facility and commitment fees are typically amortized to income over the term of the loan or term of the commitment, respectively. Consent and amendment fees are recorded to income as earned. Prepayment penalty fees, which may be received by a fund upon the prepayment of a floating rate loan interest by a borrower, are recorded as realized gains. A fund may invest in multiple series or tranches of a loan. A different series or tranche may have varying terms and carry different associated risks.
Floating rate loan interests are usually freely callable at the borrowers option. A fund may invest in such loans in the form of participations in loans (Participations) or assignments (Assignments) of all or a portion of loans from third parties. Participations typically will result in a fund having a contractual relationship only with the lender, not with the borrower. A fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the Participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing Participations, a fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of offset against the borrower. A fund may not benefit directly from any collateral supporting the loan in which it has purchased the Participation. As a result, a fund assumes the credit risk of both the borrower and the lender that is selling the Participation. A funds investment in loan participation interests involves the risk of insolvency of the financial intermediaries who are parties to the transactions. In the event of the insolvency of the lender selling the Participation, a fund may be treated as a general creditor of the lender and may not benefit from any offset between the lender and the borrower. Assignments typically result in a fund having a direct contractual relationship with the borrower, and a fund may enforce compliance by the borrower with the terms of the loan agreement.
In connection with floating rate loan interests, certain funds may also enter into unfunded floating rate loan interests (commitments). In connection with these commitments, a fund earns a commitment fee, typically set as a percentage of the commitment amount. Such fee income, which is included in interest income in the Statements of Operations, is recognized ratably over the commitment period. Unfunded floating rate loan interests are marked-to-market daily, and any unrealized appreciation (depreciation) is included in the Statements of Assets and Liabilities and Statements of Operations. As of period end, the funds had the following unfunded floating rate loan interests:
Fund Name | Borrower | Par | Commitment Amount |
Value | Unrealized (Depreciation) |
|||||||||||||
FRA |
Allied Universal Holdco LLC | $ | 500,745 | $ | 500,745 | $ | 499,619 | $ | (1,126 | ) | ||||||||
BCPE Empire Holdings, Inc. | 209,748 | 209,748 | 206,077 | (3,671 | ) | |||||||||||||
BLW |
Allied Universal Holdco LLC | 177,128 | 177,128 | 176,729 | (399 | ) | ||||||||||||
BCPE Empire Holdings, Inc. | 73,670 | 73,670 | 72,381 | (1,289 | ) |
Forward Commitments, When-Issued and Delayed Delivery Securities: Certain funds may purchase securities on a when-issued basis and may purchase or sell securities on a forward commitment basis. Settlement of such transactions normally occurs within a month or more after the purchase or sale commitment is made. A fund may purchase securities under such conditions with the intention of actually acquiring them, but may enter into a separate agreement to sell the securities before the settlement date. Since the value of securities purchased may fluctuate prior to settlement, a fund may be required to pay more at settlement than the security is worth. In addition, a fund is not entitled to any of the interest earned prior to settlement. When purchasing a security on a delayed delivery basis, a fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations. In the event of default by the counterparty, a funds maximum amount of loss is the unrealized appreciation of unsettled when-issued transactions.
Reverse Repurchase Agreements: Reverse repurchase agreements are agreements with qualified third party broker dealers in which a fund sells securities to a bank or broker-dealer and agrees to repurchase the same securities at a mutually agreed upon date and price. A fund receives cash from the sale to use for other investment purposes. During the term of the reverse repurchase agreement, a fund continues to receive the principal and interest payments on the securities sold. Certain agreements have no stated maturity and can be terminated by either party at any time. Interest on the value of the reverse repurchase agreements issued and outstanding
NOTES TO FINANCIAL STATEMENTS | 67 |
Notes to Financial Statements (continued)
is based upon competitive market rates determined at the time of issuance. A fund may utilize reverse repurchase agreements when it is anticipated that the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction. Reverse repurchase agreements involve leverage risk. If a fund suffers a loss on its investment of the transaction proceeds from a reverse repurchase agreement, a fund would still be required to pay the full repurchase price. Further, a fund remains subject to the risk that the market value of the securities repurchased declines below the repurchase price. In such cases, a fund would be required to return a portion of the cash received from the transaction or provide additional securities to the counterparty.
Cash received in exchange for securities delivered plus accrued interest due to the counterparty is recorded as a liability in the Statements of Assets and Liabilities at face value including accrued interest. Due to the short-term nature of the reverse repurchase agreements, face value approximates fair value. Interest payments made by a fund to the counterparties are recorded as a component of interest expense in the Statements of Operations. In periods of increased demand for the security, a fund may receive a fee for the use of the security by the counterparty, which may result in interest income to a fund.
For the year ended August 31, 2019, the average amount of reverse repurchase agreements outstanding and the daily weighted average interest rate for BLW was $207,992,983 and 2.80%, respectively.
Reverse repurchase transactions are entered into by a fund under Master Repurchase Agreements (each, an MRA), which permit a fund, under certain circumstances, including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due to or from a fund. With reverse repurchase transactions typically a fund and counterparty under an MRA are permitted to sell, re-pledge, or use the collateral associated with the transaction. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of the MRA counterpartys bankruptcy or insolvency. Pursuant to the terms of the MRA, a fund receives or posts securities as collateral with a market value in excess of the repurchase price to be paid or received by a fund upon the maturity of the transaction. Upon a bankruptcy or insolvency of the MRA counterparty, a fund is considered an unsecured creditor with respect to excess collateral and, as such, the return of excess collateral may be delayed.
As of period end, the following table is a summary of BLWs open reverse repurchase agreements by counterparty which are subject to offset under an MRA on a net basis:
Counterparty | Reverse Repurchase Agreements |
Fair Value of Non-cash Collateral |
Cash Collateral Pledged/Received |
Net Amount |
||||||||||||
Bank of America Securities, Inc. |
$ | 13,844,789 | $ | (13,844,789 | ) | $ | | $ | | |||||||
Barclays Capital, Inc. |
41,480,860 | (41,480,860 | ) | | | |||||||||||
BNP Paribas S.A. |
25,836,897 | (25,836,897 | ) | | | |||||||||||
Citigroup Global Markets, Inc. |
2,680,561 | (2,680,561 | ) | | | |||||||||||
Credit Suisse Securities (USA) LLC |
599,933 | (599,933 | ) | | | |||||||||||
Deutsche Bank Securities, Inc. |
2,873,097 | (2,873,097 | ) | | | |||||||||||
Goldman Sachs & Co LLC |
7,665,355 | (7,665,355 | ) | | | |||||||||||
HSBC Securities (USA), Inc. |
43,962,664 | (43,962,664 | ) | | | |||||||||||
RBC Capital Markets, LLC |
47,518,024 | (47,518,024 | ) | | | |||||||||||
TD Securities (USA) LLC |
7,557,282 | (7,557,282 | ) | | | |||||||||||
UBS Ltd. |
6,534,740 | (6,534,740 | ) | | | |||||||||||
UBS Securities LLC |
1,985,251 | (1,985,251 | ) | | | |||||||||||
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$ | 202,539,453 | $ | (202,539,453 | ) | $ | | $ | | ||||||||
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(a) | Net collateral, including accrued interest, with a value of $230,888,481 has been pledged/received in connection with open reverse repurchase agreements. Excess of net collateral pledged to the individual counterparty is not shown for financial reporting purposes. |
In the event the counterparty of securities under an MRA files for bankruptcy or becomes insolvent, a funds use of the proceeds from the agreement may be restricted while the counterparty, or its trustee or receiver, determines whether or not to enforce a funds obligation to repurchase the securities.
5. | DERIVATIVE FINANCIAL INSTRUMENTS |
The Funds engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Funds and/or to manage their exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedules of Investments. These contracts may be transacted on an exchange or OTC.
Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).
Futures contracts are agreements between the Funds and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Funds are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contracts size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statements of Assets and Liabilities.
Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in
68 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (continued)
market value of the contract (variation margin). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest, foreign currency exchange rates or underlying assets.
Forward Foreign Currency Exchange Contracts: Forward foreign currency exchange contracts are entered into to gain or reduce exposure to foreign currencies (foreign currency exchange rate risk).
A forward foreign currency exchange contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a specified date. These contracts help to manage the overall exposure to the currencies in which some of the investments held by the Funds are denominated and in some cases, may be used to obtain exposure to a particular market.
The contract is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the Statements of Assets and Liabilities. When a contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the value at the time it was opened and the value at the time it was closed. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The use of forward foreign currency exchange contracts involves the risk that the value of a forward foreign currency exchange contract changes unfavorably due to movements in the value of the referenced foreign currencies, and such value may exceed the amount(s) reflected in the Statements of Assets and Liabilities. Cash amounts pledged for forward foreign currency exchange contracts are considered restricted and are included in cash pledged as collateral for OTC derivatives in the Statements of Assets and Liabilities.
Options: Certain Funds purchase and write call and put options to increase or decrease their exposure to the risks of underlying instruments, including equity risk, interest rate risk and/or commodity price risk and/or, in the case of options written, to generate gains from options premiums.
A call option gives the purchaser (holder) of the option the right (but not the obligation) to buy, and obligates the seller (writer) to sell (when the option is exercised) the underlying instrument at the exercise or strike price at any time or at a specified time during the option period. A put option gives the holder the right to sell and obligates the writer to buy the underlying instrument at the exercise or strike price at any time or at a specified time during the option period.
Premiums paid on options purchased and premiums received on options written, as well as the daily fluctuation in market value, are included in investments at value unaffiliated and options written at value, respectively, in the Statements of Assets and Liabilities. When an instrument is purchased or sold through the exercise of an option, the premium is offset against the cost or proceeds of the underlying instrument. When an option expires, a realized gain or loss is recorded in the Statements of Operations to the extent of the premiums received or paid. When an option is closed or sold, a gain or loss is recorded in the Statements of Operations to the extent the cost of the closing transaction exceeds the premiums received or paid. When the Funds write a call option, such option is typically covered, meaning that they hold the underlying instrument subject to being called by the option counterparty. When the Funds write a put option, such option is covered by cash in an amount sufficient to cover the obligation. These amounts, which are considered restricted, are included in cash pledged as collateral for options written in the Statements of Assets and Liabilities.
| Swaptions Certain Funds purchase and write options on swaps (swaptions) primarily to preserve a return or spread on a particular investment or portion of the Funds holdings, as a duration management technique or to protect against an increase in the price of securities it anticipates purchasing at a later date. The purchaser and writer of a swaption is buying or granting the right to enter into a previously agreed upon interest rate or credit default swap agreement (interest rate risk and/or credit risk) at any time before the expiration of the option. |
| Foreign currency options Certain Funds purchase and write foreign currency options, foreign currency futures and options on foreign currency futures to gain or reduce exposure to foreign currencies (foreign currency exchange rate risk). Foreign currency options give the purchaser the right to buy from or sell to the writer a foreign currency at any time before the expiration of the option. |
In purchasing and writing options, the Funds bear the risk of an unfavorable change in the value of the underlying instrument or the risk that they may not be able to enter into a closing transaction due to an illiquid market. Exercise of a written option could result in the Funds purchasing or selling a security when they otherwise would not, or at a price different from the current market value.
Swaps: Swap contracts are entered into to manage exposure to issuers, markets and securities. Such contracts are agreements between the Funds and a counterparty to make periodic net payments on a specified notional amount or a net payment upon termination. Swap agreements are privately negotiated in the OTC market and may be entered into as a bilateral contract (OTC swaps) or centrally cleared (centrally cleared swaps).
For OTC swaps, any upfront premiums paid and any upfront fees received are shown as swap premiums paid and swap premiums received, respectively, in the Statements of Assets and Liabilities and amortized over the term of the contract. The daily fluctuation in market value is recorded as unrealized appreciation (depreciation) on OTC Swaps in the Statements of Assets and Liabilities. Payments received or paid are recorded in the Statements of Operations as realized gains or losses, respectively. When an OTC swap is terminated, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the proceeds from (or cost of) the closing transaction and the Funds basis in the contract, if any. Generally, the basis of the contract is the premium received or paid.
In a centrally cleared swap, immediately following execution of the swap contract, the swap contract is novated to a central counterparty (the CCP) and the Funds counterparty on the swap agreement becomes the CCP. The Funds are required to interface with the CCP through the broker. Upon entering into a centrally cleared swap, the Funds are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited is shown as cash pledged for centrally cleared swaps in the Statements of Assets and Liabilities. Amounts pledged, which are considered restricted cash, are included in cash pledged for centrally cleared swaps in the
NOTES TO FINANCIAL STATEMENTS | 69 |
Notes to Financial Statements (continued)
Statements of Assets and Liabilities. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (variation margin). Variation margin is recorded as unrealized appreciation (depreciation) and shown as variation margin receivable (or payable) on centrally cleared swaps in the Statements of Assets and Liabilities. Payments received from (paid to) the counterparty, including at termination, are recorded as realized gains (losses) in the Statements of Operations.
| Credit default swaps Credit default swaps are entered into to manage exposure to the market or certain sectors of the market, to reduce risk exposure to defaults of corporate and/or sovereign issuers or to create exposure to corporate and/or sovereign issuers to which a fund is not otherwise exposed (credit risk). |
The Funds may either buy or sell (write) credit default swaps on single-name issuers (corporate or sovereign), a combination or basket of single-name issuers or traded indexes. Credit default swaps are agreements in which the protection buyer pays fixed periodic payments to the seller in consideration for a promise from the protection seller to make a specific payment should a negative credit event take place with respect to the referenced entity (e.g., bankruptcy, failure to pay, obligation acceleration, repudiation, moratorium or restructuring). As a buyer, if an underlying credit event occurs, the Funds will either (i) receive from the seller an amount equal to the notional amount of the swap and deliver the referenced security or underlying securities comprising the index, or (ii) receive a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising the index. As a seller (writer), if an underlying credit event occurs, the Funds will either pay the buyer an amount equal to the notional amount of the swap and take delivery of the referenced security or underlying securities comprising the index or pay a net settlement of cash equal to the notional amount of the swap less the recovery value of the security or underlying securities comprising the index.
| Total return swaps Total return swaps are entered into to obtain exposure to a security or market without owning such security or investing directly in such market or to exchange the risk/return of one security or market (e.g., fixed-income) with another security or market (e.g., equity or commodity prices) (equity risk, commodity price risk and/or interest rate risk). |
Total return swaps are agreements in which there is an exchange of cash flows whereby one party commits to make payments based on the total return (distributions plus capital gains/losses) of an underlying instrument, or basket of underlying instruments, in exchange for fixed or floating rate interest payments. If the total return of the instrument or index underlying the transaction exceeds or falls short of the offsetting fixed or floating interest rate obligation, the Funds receive payment from or make a payment to the counterparty.
| Interest rate swaps Interest rate swaps are entered into to gain or reduce exposure to interest rates or to manage duration, the yield curve or interest rate (interest rate risk). |
Interest rate swaps are agreements in which one party pays a stream of interest payments, either fixed or floating, in exchange for another partys stream of interest payments, either fixed or floating, on the same notional amount for a specified period of time. In more complex interest rate swaps, the notional principal amount may decline (or amortize) over time.
| Inflation swaps Inflation swaps are entered into to gain or reduce exposure to inflation (inflation risk). In an inflation swap, one party makes fixed interest payments on a notional principal amount in exchange for another partys variable payments based on an inflation index, such as the Consumer Price Index. |
Swap transactions involve, to varying degrees, elements of interest rate, credit and market risk in excess of the amounts recognized in the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in interest rates and/or market values associated with these transactions.
Master Netting Arrangements: In order to define their contractual rights and to secure rights that will help them mitigate their counterparty risk, the Funds may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (ISDA Master Agreement) or similar agreement with their counterparties. An ISDA Master Agreement is a bilateral agreement between each Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, each Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. Bankruptcy or insolvency laws of a particular jurisdiction may restrict or prohibit the right of offset in bankruptcy, insolvency or other events.
Collateral Requirements: For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund and the counterparty.
Cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately in the Statements of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a counterparty is subject to a certain minimum transfer amount threshold before a transfer is required, which is determined at the close of business of the Funds. Any additional required collateral is delivered to/pledged by the Funds on the next business day. Typically, the counterparty is not permitted to sell, re-pledge or use cash and non-cash collateral it receives. A Fund generally agrees not to use non-cash collateral that it receives but may, absent default or certain other circumstances defined in the underlying ISDA Master Agreement, be permitted to use cash collateral received. In such cases, interest may be paid pursuant to the collateral arrangement with the counterparty. To the extent amounts due to the Funds from their counterparties are not fully collateralized, they bear the risk of loss from counterparty non-performance. Likewise, to the extent the Funds have delivered collateral to a counterparty and stand ready to perform under the terms of their agreement with such counterparty, they bear the risk of loss from a counterparty in the amount of the value of the collateral in the event the counterparty fails to return such collateral. Based on the terms of agreements, collateral may not be required for all derivative contracts.
For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Statements of Assets and Liabilities.
70 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (continued)
6. | INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES |
Investment Advisory: Each Fund entered into an Investment Advisory Agreement with the Manager, the Funds investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (BlackRock), to provide investment advisory and administrative services. The Manager is responsible for the management of each Funds portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of each Fund.
For such services, FRA pays the Manager a monthly fee at an annual rate equal to 0.75% of the average daily value of the Funds net assets, plus the proceeds of any debt securities or outstanding borrowings used for leverage. For purposes of calculating this fee, net assets mean the total assets of the Fund minus the sum of its accrued liabilities.
For such services, BLW pays the Manager a monthly fee at an annual rate equal to 0.55% of the average weekly value of the Funds managed assets, plus the proceeds of any debt securities or outstanding borrowings used for leverage. For purposes of calculating this fee, managed assets mean the total assets of the Fund minus the sum of its accrued liabilities (other than the aggregate indebtedness constituting financial leverage).
Distribution Fees: FRA had entered into a Distribution Agreement with BlackRock Investments, LLC (BRIL), an affiliate of the Manager, to provide for distribution of FRA common shares on a reasonable best efforts basis through an equity shelf offering (a Shelf Offering) (the Distribution Agreement); however, as of August 31, 2019, FRA is no longer actively engaged in a Shelf Offering and has no effective registration statement or current prospectus and the Distribution Agreement with FRA has been terminated. Pursuant to the Distribution Agreement, FRA will compensate BRIL with respect to sales of common shares at a commission rate of 1.00% of the gross proceeds of the sale of FRAs common shares and a portion of such commission is re-allowed to broker-dealers engaged by BRIL. The commissions retained by BRIL during the period ended August 31, 2019 amounted to $0 since no sales of FRAs common shares were made prior to termination of the Distribution Agreement.
Expense Waivers: With respect to each Fund, the Manager voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds (the affiliated money market fund waiver). The amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended August 31, 2019, the amounts waived were as follows:
FRA | BLW | |||||||
Amounts waived |
$ | 1,255 | $ | 5,603 |
The Manager contractually agreed to waive its investment advisory fee with respect to any portion of each Funds assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2020. The agreement can be renewed for annual periods thereafter, and may be terminated on 90 days notice, each subject to approval by a majority of the Funds Independent Directors. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the year ended August 31, 2019, FRA waived $473 in investment advisory fees pursuant to these arrangements.
Directors and Officers: Certain directors and/or officers of the Funds are directors and/or officers of BlackRock or its affiliates. The Funds reimburse the Manager for a portion of the compensation paid to the Funds Chief Compliance Officer, which is included in Directors and Officer in the Statements of Operations.
Other Transactions: The Funds may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common directors. For the year ended August 31, 2019, the purchase and sale transactions and any net realized gains (losses) with affiliated funds in compliance with Rule 17a-7 under the 1940 Act were as follows:
Purchases | Sales | Net Realized Gain | ||||||||||
BLW |
$ | | $ | 117,597 | $ | 10,622 |
7. | PURCHASES AND SALES |
For the year ended August 31, 2019, purchases and sales of investments, including paydowns and excluding short-term securities, were as follows:
Purchases | ||||||||
FRA | BLW | |||||||
Non-U.S. Government Securities |
$ | 409,935,764 | $ | 306,571,295 | ||||
U.S. Government Securities |
| 97,657,770 | ||||||
|
|
|
|
|||||
$ | 409,935,764 | $ | 404,229,065 | |||||
|
|
|
|
|||||
Sales | ||||||||
FRA | BLW | |||||||
Non-U.S. Government Securities (includes paydowns) |
$ | 452,854,550 | $ | 418,860,053 | ||||
U.S. Government Securities |
| 29,975,760 | ||||||
|
|
|
|
|||||
$ | 452,854,550 | $ | 448,835,813 | |||||
|
|
|
|
8. | INCOME TAX INFORMATION |
It is each Funds policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required.
NOTES TO FINANCIAL STATEMENTS | 71 |
Notes to Financial Statements (continued)
Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Funds U.S. federal tax returns generally remains open for each of the four years ended August 31, 2019. The statutes of limitations on each Funds state and local tax returns may remain open for an additional year depending upon the jurisdiction.
Management has analyzed tax laws and regulations and their application to the Funds as of August 31, 2019, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds financial statements.
U.S. GAAP require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. As of period end, the following permanent differences attributable to the the expiration of capital loss carryforwards, and non-deductible expenses were reclassified to the following accounts:
FRA | BLW | |||||||
Paid-in capital |
$ | (2,243,773 | ) | $ | | |||
Accumulated loss |
2,243,773 | |
The tax character of distributions paid was as follows:
FRA | BLW | |||||||
Ordinary income |
||||||||
8/31/2019 |
$ | 32,025,983 | $ | 34,575,364 | ||||
8/31/2018 |
27,514,809 | 35,259,837 | ||||||
|
|
|
|
|||||
Total |
||||||||
8/31/2019 |
$ | 32,025,983 | $ | 34,575,364 | ||||
|
|
|
|
|||||
8/31/2018 |
$ | 27,514,809 | $ | 35,259,837 | ||||
|
|
|
|
As of period end the tax components of accumulated losses were as follows:
FRA | BLW | |||||||
Undistributed ordinary income. |
$ | 2,849,166 | $ | 4,140,000 | ||||
Non-expiring Capital loss carryforwards(a) |
(27,905,824 | ) | (36,950,737 | ) | ||||
Net unrealized gains (losses)(b) |
(13,135,623 | ) | 6,683,289 | |||||
|
|
|
|
|||||
Total |
$ | (38,192,281 | ) | $ | (26,127,448 | ) | ||
|
|
|
|
(a) | Amounts available to offset future realized capital gains. |
(b) | The differences between book-basis and tax-basis net unrealized gains (losses) were attributable primarily to the tax deferral of losses on wash sales and straddles, the accrual of income on securities in default, the classification of investments, the realization for tax purposes of unrealized gains/losses on certain futures and foreign currency contracts, the timing and recognition of partnership income, the accounting for swap agreements and the deferral of compensation to directors. |
As of August 31, 2019, gross unrealized appreciation and gross unrealized depreciation on investments and derivatives based on cost for federal income tax purposes were as follows:
FRA | BLW | |||||||
Tax cost |
$ | 766,689,343 | $ | 799,246,812 | ||||
|
|
|
|
|||||
Gross unrealized appreciation |
$ | 1,872,607 | $ | 25,145,009 | ||||
Gross unrealized depreciation |
(14,976,980 | ) | (17,772,335 | ) | ||||
|
|
|
|
|||||
Net unrealized appreciation (depreciation) |
$ | (13,104,373 | ) | $ | 7,372,674 | |||
|
|
|
|
9. BANK BORROWINGS
FRA is party to a senior committed secured, 360-day rolling line of credit facility and a separate security agreement (the SSB Agreement) with State Street Bank and Trust Company (SSB). SSB may elect to terminate its commitment upon 360-days written notice to FRA. As of period end, FRA has not received any notice to terminate. FRA has granted a security interest in substantially all of its assets to SSB. The SSB Agreement allows for a maximum commitment of $274,000,000.
Advances will be made by SSB to FRA, at FRAs option of (a) the higher of (i) 0.80% above the Fed Funds rate and (ii) 0.80% above Overnight LIBOR or (b) 0.80% above 7-day, 30-day, 60-day or 90-day LIBOR. Overnight LIBOR and LIBOR rates are subject to a 0% floor.
In addition, FRA paid a commitment fee (based on the daily unused portion of the commitments). The fees associated with each of the agreements are included in the Statements of Operations as borrowing costs, if any. Advances to FRA as of period end, if any, are shown in the Statements of Assets and Liabilities as bank borrowings payable. Based on the short-term nature of the borrowings under the line of credit and the variable interest rate, the carrying amount of the borrowings approximates fair value.
FRA may not declare dividends or make other distributions on shares or purchase any such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding short-term borrowings is less than 300%.
72 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (continued)
For the year ended August 31, 2019, the average amount of bank borrowings and the daily weighted average interest rates for FRA for loans under the revolving credit agreements were $217,657,534 and 3.19%, respectively.
10. | PRINCIPAL RISKS |
In the normal course of business, certain Funds invest in securities or other instruments and may enter into certain transactions, and such activities subject each Fund to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations.
Each Fund may be exposed to prepayment risk, which is the risk that borrowers may exercise their option to prepay principal earlier than scheduled during periods of declining interest rates, which would force each Fund to reinvest in lower yielding securities. Each Fund may also be exposed to reinvestment risk, which is the risk that income from each Funds portfolio will decline if each Fund invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below each Fund portfolios current earnings rate.
Each Fund may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. A Fund may not be able to readily dispose of such investments at prices that approximate those at which a Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, a Fund may have to sell other investments or engage in borrowing transactions if necessary to raise funds to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting a Funds net asset value and ability to make dividend distributions. Privately issued debt securities are often of below investment grade quality, frequently are unrated and present many of the same risks as investing in below investment grade public debt securities.
Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. A Fund may invest in illiquid investments. An illiquid investment is any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. A Fund may experience difficulty in selling illiquid investments in a timely manner at the price that they believe the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause each Funds NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of a Fund may lose value, regardless of the individual results of the securities and other instruments in which a Fund invests.
The price a Fund could receive upon the sale of any particular portfolio investment may differ from a Funds valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation technique or a price provided by an independent pricing service. Changes to significant unobservable inputs and assumptions (i.e., publicly traded company multiples, growth rate, time to exit) due to the lack of observable inputs may significantly impact the resulting fair value and therefore a Funds results of operations. As a result, the price received upon the sale of an investment may be less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. A Funds ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third party service providers.
Counterparty Credit Risk: The Funds may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. The Funds manage counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Funds to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Funds.
A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.
A Funds risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain less the value of any collateral held by such Fund.
For OTC options purchased, each Fund bears the risk of loss in the amount of the premiums paid plus the positive change in market values net of any collateral held by the Funds should the counterparty fail to perform under the contracts. Options written by the Funds do not typically give rise to counterparty credit risk, as options written generally obligate the Funds, and not the counterparty, to perform. The Funds may be exposed to counterparty credit risk with respect to options written to the extent the Funds deposit collateral with its counterparty to a written option.
With exchange-traded options purchased and futures and centrally cleared swaps, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures and centrally cleared swaps with respect to initial and variation margin that is held in a clearing brokers customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing brokers customers, potentially resulting in losses to the Funds.
NOTES TO FINANCIAL STATEMENTS | 73 |
Notes to Financial Statements (continued)
Concentration Risk: Certain Funds may invest in securities that are rated below investment grade quality (sometimes called junk bonds), which are predominantly speculative, have greater credit risk and generally are less liquid than, and have more volatile prices than higher quality securities.
Certain Funds invest a significant portion of their assets in fixed-income securities and/or use derivatives tied to the fixed-income markets. Changes in market interest rates or economic conditions may affect the value and/or liquidity of such investments. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. The Funds may be subject to a greater risk of rising interest rates due to the current period of historically low rates.
11. | CAPITAL SHARE TRANSACTIONS |
FRA is authorized to issue 200 million shares, all of which were initially classified as Common Shares. BLW is authorized to issue an unlimited number of shares, all of which were initially classified as Common Shares. The par value for each Funds shares is $0.10 and $0.001, respectively. Each Board is authorized, however, to reclassify any unissued Common Shares to Preferred Shares without the approval of Common Shareholders.
Each Fund participates in an open market share repurchase program (the Repurchase Program). From December 1, 2017 through November 30, 2018, each Fund was permitted to repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2017, subject to certain conditions. From December 1, 2018 through November 30, 2019, each Fund may repurchase up to 5% of its outstanding common shares under the Repurchase Program, based on common shares outstanding as of the close of business on November 30, 2018, subject to certain conditions. There is no assurance that the Funds will purchase shares in any particular amounts.
The total cost of the shares repurchased is reflected in Funds Statements of Changes in Net Assets. For the periods shown, shares repurchased and cost, including transaction costs were as follows:
FRA | BLW | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Year Ended August 31, 2019 |
907,235 | $ | 11,500,788 | 803,959 | $ | 11,648,172 | ||||||||||
Year Ended August 31, 2018 |
| | 367,238 | 5,481,140 |
12. | REGULATION S-X AMENDMENTS |
On August 17, 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. The Funds have adopted the amendments pertinent to Regulation S-X in this shareholder report. The amendments impacted certain disclosure presentation on the Statements of Assets and Liabilities, Statements of Changes in Net Assets and Notes to the Financial Statements.
Prior year distribution information and undistributed net investment income in the Statements of Changes in Net Assets has been modified to conform to the current year presentation in accordance with the Regulation S-X changes.
Distributions for the year ended August 31, 2018 were classified as follows:
Net Investment Income | ||||
FRA |
$ | 27,514,809 | ||
BLW |
35,259,837 |
Undistributed net investment income as of August 31, 2018 was as follows:
Undistributed net investment income |
||||
FRA |
$ | 3,993,685 | ||
BLW |
634,190 |
13. | SUBSEQUENT EVENTS |
Managements evaluation of the impact of all subsequent events on the Funds financial statements was completed through the date the financial statements were issued and the following items were noted:
Common Dividend Per Share |
||||||||
Paid (a) | Declared (b) | |||||||
FRA |
$ | 0.0695 | $ | 0.0788 | ||||
BLW |
0.0795 | 0.0981 |
(a) | Net investment income dividend paid on September 30, 2019 to Common Shareholders of record on September 16, 2019. |
(b) | Net investment income dividend declared on October 1, 2019, payable to Common Shareholders of record on October 15, 2019. |
74 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Notes to Financial Statements (continued)
On September 5, 2019, each Fund announced a continuation of its open market share repurchase program. Commencing on December 1, 2019, each Fund may repurchase through November 30, 2020, up to 5% of its common shares outstanding as of the close of business on November 30, 2019, subject to certain conditions. There is no assurance that the Funds will purchase shares in any particular amounts.
On September 5, 2019, the Board approved a change in the fiscal year end (FYE) of FRA and BLW, effective as of December 31, 2019, as follows:
Current FYE | Approved FYE | |||||||
FRA |
August 31 | December 31 | ||||||
BLW |
August 31 | December 31 |
NOTES TO FINANCIAL STATEMENTS | 75 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors/Trustees of BlackRock Floating Rate Income Strategies Fund, Inc. and BlackRock Limited Duration Income Trust:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statements of assets and liabilities of BlackRock Floating Rate Income Strategies Fund, Inc. and BlackRock Limited Duration Income Trust (the Funds), including the schedules of investments, as of August 31, 2019, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. For BlackRock Floating Rate Income Strategies Fund, Inc., the presented statements of changes in net assets and financial highlights were consolidated through November 30, 2017. For BlackRock Limited Duration Income Trust, the presented financial highlights were consolidated through December 19, 2014. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of August 31, 2019, and the results of their operations and their cash flows for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of August 31, 2019, by correspondence with the custodian, agent banks, and brokers; when replies were not received from agent banks or brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Deloitte & Touche LLP
Boston, Massachusetts
October 22, 2019
We have served as the auditor of one or more BlackRock investment companies since 1992.
Important Tax Information (unaudited)
During the fiscal year ended August 31, 2019, the following information is provided with respect to the ordinary income distributions paid:
Payable Dates | FRA | BLW | ||||||||
Qualified Dividend Income for Individuals(a) |
September 2018 | | 8.81 | % | ||||||
October 2018 January 2019 | | 8.02 | ||||||||
February 2019 August 2019 | | 8.88 | ||||||||
Dividends Qualifying for the Dividends Received Deduction for Corporations(a) |
September 2018 August 2019 | | 6.45 | |||||||
Interest-Related Dividends for Non-U.S. Residents(b) |
September 2018 January 2019 | 75.00 | % | 75.60 | ||||||
February 2019 August 2019 | 74.13 | 57.22 | ||||||||
Federal Obligation Interest(c) |
February 2019 August 2019 | | 0.98 |
(a) | The Fund hereby designates the percentage indicated above or the maximum amount allowable by law. |
(b) | Represents the portion of the taxable ordinary income dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations. |
(c) | The law varies in each state as to whether and what percentage of dividend income attributable to federal obligations is exempt from state income tax. We recommend that you consult your tax advisor to determine if any portion of the dividends you received is exempt from state income taxes. |
76 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Disclosure of Investment Advisory Agreements
The Board of Directors of BlackRock Floating Rate Income Strategies Fund, Inc. (FRA) and the Board of Trustees of BlackRock Limited Duration Income Trust (BLW and together with FRA, the Funds and each, a Fund) (collectively, the Board, the members of which are referred to as Board Members) met in person on May 1, 2019 (the May Meeting) and June 5-6, 2019 (the June Meeting) to consider the approval of the investment advisory agreements (the Advisory Agreements or the Agreements) between each Fund and BlackRock Advisors, LLC (the Manager or BlackRock), each Funds investment advisor.
Activities and Composition of the Board
On the date of the June Meeting, the Board consisted of eleven individuals, nine of whom were not interested persons of each Fund as defined in the Investment Company Act of 1940, as amended (the 1940 Act) (the Independent Board Members). The Board Members are responsible for the oversight of the operations of each Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Co-Chairs of the Board are Independent Board Members. The Board has established five standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the Executive Committee, which also has one interested Board Member).
The Agreements
Consistent with the requirements of the 1940 Act, the Board considers the continuation of the Agreements on an annual basis. The Board has four quarterly meetings per year, each typically extending for two days, and additional in-person and telephonic meetings throughout the year, as needed. While the Board also has a fifth one-day meeting to consider specific information surrounding the renewal of the Agreements, the Boards consideration entails a year-long deliberative process whereby the Board and its committees assess BlackRocks services to each Fund. In particular, the Board assessed, among other things, the nature, extent and quality of the services provided to each Fund by BlackRock, BlackRocks personnel and affiliates, including (as applicable): investment management; accounting, administrative and shareholder services; oversight of each Funds service providers; risk management and oversight; legal and compliance services; and ability to meet applicable legal and regulatory requirements. Throughout the year, including during the contract renewal process, the Independent Board Members were advised by independent legal counsel, and met with independent legal counsel in various executive sessions outside of the presence of management.
During the year, the Board, acting directly and through its committees, considers information that is relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to each Fund and its shareholders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. This additional information is discussed further below in the section titled Board Considerations in Approving the Agreements. Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year, ten-year, and/or since inception periods, as applicable, against peer funds, applicable benchmarks, and performance metrics, as applicable, as well as senior managements and portfolio managers analyses of the reasons for any over-performance or underperformance relative to its peers, benchmarks, and other performance metrics, as applicable; (b) leverage management, as applicable; (c) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by each Fund for services; (d) Fund operating expenses and how BlackRock allocates expenses to each Fund; (e) the resources devoted to, risk oversight of, and compliance reports relating to, implementation of each Funds investment objective, policies and restrictions, and meeting regulatory requirements; (f) BlackRock and each Funds adherence to applicable compliance policies and procedures; (g) the nature, character and scope of non-investment management services provided by BlackRock and its affiliates and the estimated cost of such services; (h) BlackRocks and other service providers internal controls and risk and compliance oversight mechanisms; (i) BlackRocks implementation of the proxy voting policies approved by the Board; (j) execution quality of portfolio transactions; (k) BlackRocks implementation of each Funds valuation and liquidity procedures; (l) an analysis of management fees for products with similar investment mandates across the open-end fund, closed-end fund, sub-advised mutual fund, collective investment trust, and institutional separate account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to each Fund; (m) BlackRocks compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals investments in the fund(s) they manage; (n) periodic updates on BlackRocks business; and (o) each Funds market discount/premium compared to peer funds.
Board Considerations in Approving the Agreements
The Approval Process: Prior to the May Meeting, the Board requested and received materials specifically relating to the Agreements. The Independent Board Members are continuously engaged in a process with their independent legal counsel and BlackRock to review the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the May Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (Broadridge), based on Lipper classifications, regarding each Funds fees and expenses as compared with a peer group of funds as determined by Broadridge (Expense Peers), the investment performance of each Fund as compared with a peer group of funds (Performance Peers) and other metrics, as applicable; (b) information on the composition of the Expense Peers and Performance Peers, and a description of Broadridges methodology; (c) information on the estimated profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (d) a general analysis provided by BlackRock concerning investment management fees received in connection with other types of investment products, such as institutional accounts, sub-advised mutual funds, closed-end funds, and open-end funds, under similar investment mandates, as applicable; (e) review of non-management fees; (f) the existence, impact and sharing of potential economies of scale, if any, with each Fund; (g) a summary of aggregate amounts paid by each Fund to BlackRock; and (h) various additional information requested by the Board as appropriate regarding BlackRocks and each Funds operations.
At the May Meeting, the Board reviewed materials relating to its consideration of the Agreements. As a result of the discussions that occurred during the May Meeting, and as a culmination of the Boards year-long deliberative process, the Board presented BlackRock with questions and requests for additional information. BlackRock responded to these requests with additional written information in advance of the June Meeting. Topics covered included: (a) the methodology for measuring estimated fund profitability; (b) fund expenses and potential fee waivers; (c) differences in services provided and management fees between closed-end funds and other product channels; and (d) BlackRocks option overwrite strategy.
DISCLOSURE OF INVESTMENT ADVISORY AGREEMENTS | 77 |
Disclosure of Investment Advisory Agreements (continued)
At the June Meeting, the Board concluded its assessment of, among other things: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of each Fund as compared with Performance Peers and other metrics, as applicable; (c) the advisory fee and the estimated cost of the services and estimated profits realized by BlackRock and its affiliates from their relationship with each Fund; (d) each Funds fees and expenses compared to Expense Peers; (e) the sharing of potential economies of scale; (f) fall-out benefits to BlackRock and its affiliates as a result of BlackRocks relationship with each Fund; and (g) other factors deemed relevant by the Board Members.
The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management, and BlackRocks services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRock personnel to engage in open, candid discussions with the Board. The Board did not identify any particular information as determinative, and each Board Member may have attributed different weights to the various items considered.
A. Nature, Extent and Quality of the Services Provided by BlackRock: The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services and the resulting performance of each Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of closed-end funds, relevant benchmarks, and performance metrics, as applicable. The Board met with BlackRocks senior management personnel responsible for investment activities, including the senior investment officers. The Board also reviewed the materials provided by each Funds portfolio management team discussing each Funds performance and each Funds investment objective, strategies and outlook.
The Board considered, among other factors, with respect to BlackRock: the number, education and experience of investment personnel generally and each Funds portfolio management team; BlackRocks research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRocks overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRocks Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRocks compensation structure with respect to each Funds portfolio management team and BlackRocks ability to attract and retain high-quality talent and create performance incentives.
In addition to investment advisory services, the Board considered the nature and quality of the administrative and other non-investment advisory services provided to each Fund. BlackRock and its affiliates provide each Fund with certain administrative, shareholder and other services (in addition to any such services provided to each Fund by third parties) and officers and other personnel as are necessary for the operations of each Fund. In particular, BlackRock and its affiliates provide each Fund with administrative services including, among others: (i) responsibility for disclosure documents, such as the prospectus and the statement of additional information in connection with the initial public offering and periodic shareholder reports; (ii) preparing communications with analysts to support secondary market trading of each Fund; (iii) oversight of daily accounting and pricing; (iv) responsibility for periodic filings with regulators and stock exchanges; (v) overseeing and coordinating the activities of other service providers including, among others, each Funds custodian, fund accountant, transfer agent, and auditor; (vi) organizing Board meetings and preparing the materials for such Board meetings; (vii) providing legal and compliance support; (viii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain closed-end funds; and (ix) performing or managing administrative functions necessary for the operation of each Fund, such as tax reporting, expense management, fulfilling regulatory filing requirements, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRocks fund administration, shareholder services, and legal & compliance departments and considered BlackRocks policies and procedures for assuring compliance with applicable laws and regulations.
B. The Investment Performance of each Fund and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of each Fund. In preparation for the May Meeting, the Board was provided with reports independently prepared by Broadridge, which included a comprehensive analysis of each Funds performance as of December 31, 2018. The performance information is based on net asset value (NAV), and utilizes Lipper data. Lippers methodology calculates a funds total return assuming distributions are reinvested on the ex-date at a funds ex-date NAV. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, the Board received and reviewed information regarding the investment performance of each Fund as compared to its Performance Peers, with respect to FRA, a custom peer group of funds as defined by BlackRock (Customized Peer Group), and the performance of BLW as compared with its custom benchmark. The Board and its Performance Oversight Committee regularly review, and meet with Fund management to discuss, the performance of each Fund throughout the year.
In evaluating performance, the Board focused particular attention on funds with less favorable performance records. The Board also noted that while it found the data provided by Broadridge generally useful, it recognized the limitations of such data, including in particular, that notable differences may exist between a fund and the Performance Peer funds (for example, the investment objective(s) and investment strategies). Further, the Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. The Board also acknowledged that long-term performance could be impacted by even one period of significant outperformance or underperformance, and that a single investment theme could have the ability to affect long-term performance disproportionately.
The Board noted that for the one-, three- and five-year periods reported, FRA ranked in the third, fourth and second quartiles, respectively, against its Customized Peer Group. The Board noted that BlackRock believes that the Customized Peer Group is an appropriate performance metric for FRA, and that BlackRock has explained its rationale for this belief to the Board. The Board and BlackRock reviewed FRAs underperformance during the applicable periods.
The Board noted that for the one-, three- and five-year periods reported, BLW underperformed, outperformed, and outperformed, respectively, its customized benchmark. The Board noted that BlackRock believes that performance relative to the customized benchmark is an appropriate performance metric for BLW, and that BlackRock has explained its rationale for this belief to the Board. The Board and BlackRock reviewed BLWs underperformance during the applicable periods.
C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services and Estimated Profits Realized by BlackRock and its Affiliates from their Relationship with each Fund: The Board, including the Independent Board Members, reviewed each Funds contractual management fee rate compared with
78 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Disclosure of Investment Advisory Agreements (continued)
those of its Expense Peers. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared each Funds total expense ratio, as well as its actual management fee rate as a percentage of total assets, to those of its Expense Peers. The total expense ratio represents a funds total net operating expenses, excluding any investment related expenses. The total expense ratio gives effect to any expense reimbursements or fee waivers that benefit a fund, and the actual management fee rate gives effect to any management fee reimbursements or waivers that benefit a fund. The Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).
The Board received and reviewed statements relating to BlackRocks financial condition. The Board reviewed BlackRocks profitability methodology and was also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to each Fund. The Board reviewed BlackRocks estimated profitability with respect to each Fund and other funds the Board currently oversees for the year ended December 31, 2018 compared to available aggregate estimated profitability data provided for the prior two years. The Board reviewed BlackRocks estimated profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRocks assumptions and methodology of allocating expenses in the estimated profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at individual fund levels is difficult.
The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board reviewed BlackRocks overall operating margin, in general, compared to that of certain other publicly-traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRocks expense management, and the relative product mix.
In addition, the Board considered the estimated cost of the services provided to each Fund by BlackRock, and BlackRocks and its affiliates estimated profits relating to the management of each Fund and the other funds advised by BlackRock and its affiliates. As part of its analysis, the Board reviewed BlackRocks methodology in allocating its costs of managing the Funds, to each Fund. The Board considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRocks commitment of time, assumption of risk, and liability profile in servicing each Fund, including in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, closed-end fund, sub-advised mutual fund, collective investment trust, and institutional separate account product channels, as applicable.
The Board noted that FRAs contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile, relative to the Expense Peers.
The Board noted that BLWs contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile, relative to the Expense Peers.
D. Economies of Scale: The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of each Fund increase. The Board also considered the extent to which each Fund benefits from such economies in a variety of ways, and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable each Fund to more fully participate in these economies of scale. The Board considered each Funds asset levels and whether the current fee was appropriate.
Based on the Boards review and consideration of the issue, the Board concluded that most closed-end funds do not have fund level breakpoints because closed-end funds generally do not experience substantial growth after the initial public offering. They are typically priced at scale at a funds inception.
E. Other Factors Deemed Relevant by the Board Members: The Board, including the Independent Board Members, also took into account other ancillary or fall-out benefits that BlackRock or its affiliates may derive from BlackRocks respective relationships with each Fund, both tangible and intangible, such as BlackRocks ability to leverage its investment professionals who manage other portfolios and risk management personnel, an increase in BlackRocks profile in the investment advisory community, and the engagement of BlackRocks affiliates as service providers to each Fund, including for administrative, securities lending and cash management services. The Board also considered BlackRocks overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, BlackRock may use and benefit from third party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.
In connection with its consideration of the Agreements, the Board also received information regarding BlackRocks brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.
The Board noted the competitive nature of the closed-end fund marketplace, and that shareholders are able to sell their Fund shares in the secondary market if they believe that each Funds fees and expenses are too high or if they are dissatisfied with the performance of each Fund.
The Board also considered the various notable initiatives and projects BlackRock performed in connection with its closed-end fund product line. These initiatives included developing equity shelf programs; efforts to eliminate product overlap with fund mergers; ongoing services to manage leverage that has become increasingly complex; periodic evaluation of share repurchases and other support initiatives for certain BlackRock funds; and continued communications efforts with shareholders, fund analysts and financial advisers. With respect to the latter, the Independent Board Members noted BlackRocks continued commitment to supporting the secondary market for the common shares of its closed-end funds through a comprehensive secondary market communication program designed to raise investor and analyst awareness and understanding of closed-end funds. BlackRocks support services included, among other things: sponsoring and participating in conferences; communicating with closed-end fund analysts covering the BlackRock funds throughout the year; providing marketing and product updates for the closed-end funds; and maintaining and enhancing its closed-end fund website.
DISCLOSURE OF INVESTMENT ADVISORY AGREEMENTS | 79 |
Disclosure of Investment Advisory Agreements (continued)
Conclusion
The Board, including the Independent Board Members, approved the continuation of the Advisory Agreements between the Manager and each Fund for a one-year term ending June 30, 2020. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of each Fund and its shareholders. In arriving at its decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination.
80 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Automatic Dividend Reinvestment Plan
Pursuant to each Funds Dividend Reinvestment Plan (the Reinvestment Plan), Common Shareholders are automatically enrolled to have all distributions of dividends and capital gains and other distributions reinvested by Computershare Trust Company, N.A. (the Reinvestment Plan Agent) in the respective Funds Common Shares pursuant to the Reinvestment Plan. Shareholders who do not participate in the Reinvestment Plan will receive all distributions in cash paid by check and mailed directly to the shareholders of record (or if the shares are held in street name or other nominee name, then to the nominee) by the Reinvestment Plan Agent, which serves as agent for the shareholders in administering the Reinvestment Plan.
After the Funds declare a dividend or determine to make a capital gain or other distribution, the Reinvestment Plan Agent will acquire shares for the participants accounts, depending upon the following circumstances, either (i) through receipt of unissued but authorized shares from the Funds (newly issued shares) or (ii) by purchase of outstanding shares on the open market or on the Funds primary exchange (open-market purchases). If, on the dividend payment date, the net asset value per share (NAV) is equal to or less than the market price per share plus estimated brokerage commissions (such condition often referred to as a market premium), the Reinvestment Plan Agent will invest the dividend amount in newly issued shares acquired on behalf of the participants. The number of newly issued shares to be credited to each participants account will be determined by dividing the dollar amount of the dividend by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the dividend payment date, the dollar amount of the dividend will be divided by 95% of the market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than the market price per share plus estimated brokerage commissions (such condition often referred to as a market discount), the Reinvestment Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases. If the Reinvestment Plan Agent is unable to invest the full dividend amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Reinvestment Plan Agent will invest any un-invested portion in newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the dividend payment date.
You may elect not to participate in the Reinvestment Plan and to receive all dividends in cash by contacting the Reinvestment Plan Agent, at the address set forth below.
Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Reinvestment Plan Agent prior to the dividend record date. Additionally, the Reinvestment Plan Agent seeks to process notices received after the record date but prior to the payable date and such notices often will become effective by the payable date. Where late notices are not processed by the applicable payable date, such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.
The Reinvestment Plan Agents fees for the handling of the reinvestment of distributions will be paid by each Fund. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Reinvestment Plan Agents open-market purchases in connection with the reinvestment of all distributions. The automatic reinvestment of all distributions will not relieve participants of any U.S. federal, state or local income tax that may be payable on such dividends or distributions.
Each Fund reserves the right to amend or terminate the Reinvestment Plan. There is no direct service charge to participants in the Reinvestment Plan; however, each Fund reserves the right to amend the Reinvestment Plan to include a service charge payable by the participants. Participants that request a sale of shares are subject to a $2.50 sales fee and a $0.15 per share sold brokerage commission fee. All correspondence concerning the Reinvestment Plan should be directed to Computershare Trust Company, N. A. through the internet at http://www.computershare.com/blackrock, or in writing to Computershare, P. O. Box 505000, Louisville, KY 40233, Telephone: (800) 699-1236. Overnight correspondence should be directed to the Reinvestment Plan Agent at Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202.
AUTOMATIC DIVIDEND REINVESTMENT PLAN | 81 |
Director and Officer Information
Independent Directors (a) | ||||||||
Name Year of Birth (b) |
Position(s) Held (Length of Service) (c) |
Principal Occupation(s) During Past Five Years | Number of BlackRock-Advised Registered Investment Companies (RICs) Consisting of Investment Portfolios (Portfolios) Overseen (d) |
Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
Richard E. Cavanagh 1946 |
Co-Chair of the Board and Director (Since 2007) |
Director, The Guardian Life Insurance Company of America since 1998; Board Chair, Volunteers of America (a not-for-profit organization) from 2015 to 2018 (board member since 2009); Director, Arch Chemicals (chemical and allied products) from 1999 to 2011; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008 and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007 and Executive Dean from 1987 to 1995; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995 to 2007. | 87 RICs consisting of 111 Portfolios | None | ||||
Karen P. Robards 1950 |
Co-Chair of the Board and Director (Since 2007) |
Principal of Robards & Company, LLC (consulting and private investing) since 1987; Co-founder and Director of the Cooke Center for Learning and Development (a not-for-profit organization) since 1987; Director of Enable Injections, LLC (medical devices) since 2019; Investment Banker at Morgan Stanley from 1976 to 1987. | 87 RICs consisting of 111 Portfolios | Greenhill & Co., Inc.; AtriCure, Inc. (medical devices) from 2000 until 2017 | ||||
Michael J. Castellano 1946 |
Director (Since 2011) |
Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious (non-profit) from 2009 to June 2015 and since 2017; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) since 2015. | 87 RICs consisting of 111 Portfolios | None | ||||
Cynthia L. Egan 1955 |
Director (Since 2016) |
Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007. | 87 RICs consisting of 111 Portfolios | Unum (insurance); The Hanover Insurance Group (insurance); Envestnet (investment platform) from 2013 until 2016 | ||||
Frank J. Fabozzi (d) 1948 |
Director Director (Since 2007) |
Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) since 2011; Visiting Professor, Princeton University for the 2013 to 2014 academic year and Spring 2017 semester; Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yales Executive Programs; Board Member, BlackRock Equity-Liquidity Funds from 2014 to 2016; affiliated professor Karlsruhe Institute of Technology from 2008 to 2011. | 88 RICs consisting of 112 Portfolios | None | ||||
Henry Gabbay 1947 |
Director (Since 2019) |
Board Member, BlackRock Equity-Bond Board from 2007 to 2018; Board Member, BlackRock Equity-Liquidity and BlackRock Closed-End Fund Boards from 2007 through 2014; Consultant, BlackRock, Inc. from 2007 to 2008; Managing Director, BlackRock, Inc. from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Allocation Target Shares (formerly, BlackRock Bond Allocation Target Shares) from 2005 to 2007 and Treasurer of certain closed-end funds in the BlackRock fund complex from 1989 to 2006. | 87 RICs consisting of 111 Portfolios | None |
82 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Director and Officer Information (continued)
Independent Directors (a) (continued) | ||||||||
Name Year of Birth (b) |
Position(s) Held (Length of Service) (c) |
Principal Occupation(s) During Past Five Years | Number of BlackRock-Advised Registered Investment Companies (RICs) Consisting of Investment Portfolios (Portfolios) Overseen (d) |
Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
R. Glenn Hubbard 1958 |
Director (Since 2007) |
Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988. | 87 RICs consisting of 111 Portfolios | ADP (data and information services); Metropolitan Life Insurance Company (insurance); KKR Financial Corporation (finance) from 2004 until 2014 | ||||
W. Carl Kester (d) 1951 |
Director (Since 2007) |
George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981. | 88 RICs consisting of 112 Portfolios | None | ||||
Catherine A. Lynch (d) 1961 |
Director (Since 2016) |
Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999. | 88 RICs consisting of 112 Portfolios | None | ||||
Interested Directors (a)(e) | ||||||||
Name Year of Birth (b) |
Position(s) Held (Length of Service) (c) |
Principal Occupation(s) During Past Five Years | Number of
BlackRock-Advised Registered Investment Companies (RICs) Consisting of Investment Portfolios (Portfolios) Overseen (d) |
Public Company and Other Investment Company Directorships Held During Past Five Years | ||||
Robert Fairbairn 1965 |
Director (Since 2018) |
Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRocks Global Executive and Global Operating Committees; Co-Chair of BlackRocks Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRocks Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRocks Retail and iShares® businesses from 2012 to 2016. | 125 RICs consisting of 293 Portfolios | None | ||||
John M. Perlowski (d) 1964 |
Director (Since 2015); President and Chief Executive Officer (Since 2011) |
Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 126 RICs consisting of 294 Portfolios | None | ||||
(a) The address of each Director is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. (b) Each Independent Director holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Funds by-laws or charter or statute, or until December 31 of the year in which he or she turns 75. Directors who are interested persons, as defined in the Investment Company Act serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by the Funds by-laws or statute, or until December 31 of the year in which they turn 72. The Board may determine to extend the terms of Independent Directors on a case-by-case basis, as appropriate. (c) Following the combination of Merrill Lynch Investment Managers, L.P. (MLIM) and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Certain Independent Directors first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; W. Carl Kester, 1995; and Karen P. Robards, 1998. Mr. Gabbay became a member of the boards of the open-end funds in the Fixed-Income Complex in 2007. (d) Dr. Fabozzi, Dr. Kester, Ms. Lynch and Mr. Perlowski are also trustees of the BlackRock Credit Strategies Fund. (e) Mr. Fairbairn and Mr. Perlowski are both interested persons as defined in the 1940 Act, of the Fund based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Multi-Asset Complex. |
DIRECTOR AND OFFICER INFORMATION | 83 |
Director and Officer Information (continued)
Officers Who Are Not Directors (a) | ||||
Name Year of Birth (b) |
Position(s) Held (Length of Service) |
Principal Occupation(s) During Past Five Years | ||
Jonathan Diorio 1980 |
Vice President (Since 2015) |
Managing Director of BlackRock, Inc. since 2015; Director of BlackRock, Inc. from 2011 to 2015. | ||
Neal J. Andrews 1966 |
Chief Financial Officer (Since 2007) |
Chief Financial Officer of the iShares® exchange traded funds since 2019; Managing Director of BlackRock, Inc. since 2006. | ||
Jay M. Fife 1970 |
Treasurer (Since 2007) |
Managing Director of BlackRock, Inc. since 2007. | ||
Charles Park 1967 |
Chief Compliance Officer (Since 2014) |
Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (BFA) since 2006; Chief Compliance Officer for the BFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012. | ||
Janey Ahn 1975 |
Secretary (Since 2012) |
Managing Director of BlackRock, Inc. since 2018; Director of BlackRock, Inc. from 2009 to 2017. | ||
(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. (b) Officers of the Fund serve at the pleasure of the Board. |
As of the date of this report, the portfolio managers of FRA are David Delbos, Carly Wilson, Abigail Apistolas and Mitchell Garfin.
84 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Proxy Results
The Annual Meeting of Shareholders was held on July 29, 2019 for shareholders of record on May 30, 2019, to elect trustee or director nominees for each Fund. There were no broker non-votes with regard to any of the Funds.
Shareholders elected the Class III Trustees as follows:
|
Richard E. Cavanagh | Cynthia L. Egan | Robert Fairbairn | Henry Gabbay | ||||||||||||||||||||||||||||
Votes For | Votes Withheld | Votes For | Votes Withheld | Votes For | Votes Withheld | Votes For | Votes Withheld | |||||||||||||||||||||||||
BLW |
31,042,537 | 1,753,731 | 32,297,257 | 499,011 | 32,311,973 | 484,295 | 32,296,633 | 499,635 |
For the Fund listed above, Directors whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are Michael J. Castellano, R. Glenn Hubbard, Catherine A. Lynch, John M. Perlowski, Karen P. Robards, Frank J. Fabozzi and W. Carl Kester.
Shareholders elected the Class III Directors as follows:
|
Richard E. Cavanagh | Frank J. Fabozzi | Robert Fairbairn | Henry Gabbay | ||||||||||||||||||||||||||||
Votes For | Votes Withheld | Votes For | Votes Withheld | Votes For | Votes Withheld | Votes For | Votes Withheld | |||||||||||||||||||||||||
FRA |
28,060,956 | 4,757,344 | 28,063,766 | 4,754,534 | 29,028,668 | 3,789,632 | 29,017,195 | 3,801,105 |
For the Fund listed above, Trustees whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are Michael J. Castellano, Cynthia L. Egan, R. Glenn Hubbard, Catherine A. Lynch, John M. Perlowski, Karen P. Robards, and W. Carl Kester.
Fund Certification
The Funds are listed for trading on the NYSE and have filed with the NYSE their annual chief executive officer certification regarding compliance with the NYSEs listing standards. The Funds filed with the SEC the certification of its chief executive officer and chief financial officer required by section 302 of the Sarbanes-Oxley Act.
Dividend Policy
Each Funds policy is to make monthly distributions to shareholders. In order to provide shareholders with a more stable level of dividend distributions, each Fund employs a managed distribution plan (the Plan), the goal of which is to provide shareholders with consistent and predictable cash flows by setting distribution rates based on expected long-term returns of each Fund.
The distributions paid by each Fund for any particular month may be more or less than the amount of net investment income earned by each Fund during such month. Furthermore, the final tax characterization of distributions is determined after the year-end of the Trust and is reported in each Funds annual report to shareholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. The Funds taxable net investment income and net realized capital gains (taxable income) may not be sufficient to support the level of distributions paid. To the extent that distributions exceed the Funds current and accumulated earnings and profits, the excess may be treated as a non-taxable return of capital.
A return of capital is a return of a portion of an investors original investment. A return of capital is not expected to be taxable, but it reduces a shareholders tax basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent disposition by the shareholder of his or her shares. It is possible that a substantial portion of the distributions paid during a calendar year may ultimately be classified as return of capital for U.S. federal income tax purposes when the final determination of the source and character of the distributions is made.
Such distributions, under certain circumstances, may exceed a Funds total return performance. When total distributions exceed total return performance for the period, the difference reduces the Funds total assets and net asset value per share (NAV) and, therefore, could have the effect of increasing the Funds expense ratio and reducing the amount of assets the Fund has available for long term investment.
General Information
The Funds do not make available copies of their Statement of Additional Information because the Funds shares are not continuously offered, which means that the Statement of Additional Information has not been updated after completion of the respective Funds offerings and the information contained in its Statement of Additional Information may have become outdated.
During the period, there were no material changes in the Funds investment objectives or policies or to the Funds charters or by-laws that would delay or prevent a change of control of the Funds that were not approved by the shareholders or in the principal risk factors associated with investment in the Funds. There have been no changes in the persons who are primarily responsible for the day-to-day management of the Funds portfolios.
In accordance with Section 23(c) of the Investment Company Act of 1940, each Fund may from time to time purchase shares of its common stock in the open market or in private transactions.
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Funds may be found on BlackRocks website, which can be accessed at http://www.blackrock.com. Any reference to BlackRocks website in this report is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRocks website in this report.
ADDITIONAL INFORMATION | 85 |
Additional Information (continued)
Electronic Delivery
Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports by enrolling in the electronic delivery program. Electronic copies of shareholder reports are available on BlackRocks website.
To enroll in electronic delivery:
Shareholders Who Hold Accounts with Investment Advisers, Banks or Brokerages:
Please contact your financial advisor. Please note that not all investment advisers, banks or brokerages may offer this service.
Householding
The Funds will mail only one copy of shareholder documents, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called householding and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (800) 882-0052.
Availability of Quarterly Schedule of Investments
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT, and for reporting periods ended prior to March 31, 2019, filed such information on Form N-Q. The Funds Forms N-PORT and N-Q are available on the SECs website at http://www.sec.gov. The Funds Forms N-PORT and N-Q may also be obtained upon request and without charge by calling (800) 882-0052.
Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 882-0052; (2) at http://www.blackrock.com; and (3) on the SECs website at http://www.sec.gov.
Availability of Proxy Voting Record
Information about how the Funds voted proxies relating to securities held in the Funds portfolios during the most recent 12-month period ended June 30 is available upon request and without charge (1) at http://www.blackrock.com or by calling (800) 882-0052 and (2) on the SECs website at http://www.sec.gov.
Availability of Fund Updates
BlackRock will update performance and certain other data for the Funds on a monthly basis on its website in the Closed-end Funds section of http://www.blackrock.com as well as certain other material information as necessary from time to time. Investors and others are advised to check the website for updated performance information and the release of other material information about the Funds. This reference to BlackRocks website is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRocks website in this report.
BlackRock Privacy Principles
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, Clients) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
86 | 2019 BLACKROCK ANNUAL REPORT TO SHAREHOLDERS |
Glossary of Terms Used in this Report
GLOSSARY OF TERMS USED IN THIS REPORT | 87 |
This report is intended for current holders. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Funds have leveraged their Common Shares, which creates risks for Common Shareholders, including the likelihood of greater volatility of net asset value and market price of the Common Shares, and the risk that fluctuations in short-term interest rates may reduce the Common Shares yield. Statements and other information herein are as dated and are subject to change.
CEFT-BK3-8/19-AR |
Item 2 | Code of Ethics The registrant (or the Fund) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls 1-800-882-0052, option 4. |
Item 3 | Audit Committee Financial Expert The registrants board of directors (the board of directors), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: |
Michael Castellano
Frank J. Fabozzi
Henry Gabbay
Catherine A. Lynch
Karen P. Robards
The registrants board of directors has determined that Karen P. Robards qualifies as an audit committee financial expert pursuant to Item 3(c)(4) of Form N-CSR.
Ms. Robards has a thorough understanding of generally accepted accounting principles, financial statements and internal control over financial reporting as well as audit committee functions. Ms. Robards has been President of Robards & Company, a financial advisory firm, since 1987. Ms. Robards was formerly an investment banker for more than 10 years where she was responsible for evaluating and assessing the performance of companies based on their financial results. Ms. Robards has over 30 years of experience analyzing financial statements. She also is a member of the audit committee of one publicly held company and a non-profit organization.
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an expert for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
Item 4 | Principal Accountant Fees and Services |
The following table presents fees billed by Deloitte & Touche LLP (D&T) in each of the last two fiscal years for the services rendered to the Fund:
2
(a) Audit Fees | (b) Audit-Related Fees1 | (c) Tax Fees2 | (d) All Other Fees | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Entity Name | Current Fiscal Year End |
Previous Fiscal Year End |
Current Fiscal Year End |
Previous Fiscal Year End |
Current Fiscal Year End |
Previous Fiscal Year End |
Current Fiscal Year End |
Previous Fiscal Year End | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BlackRock Floating Rate Income Strategies Fund, Inc. | $72,624 | $72,624 | $0 | $4,000 | $13,100 | $26,600 | $0 | $0 |
The following table presents fees billed by D&T that were required to be approved by the registrants audit committee (the Committee) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (Investment Adviser or BlackRock) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (Affiliated Service Providers):
Current Fiscal Year End | Previous Fiscal Year End | |||
(b) Audit-Related Fees1 |
$0 | $0 | ||
(c) Tax Fees2 |
$0 | $0 | ||
(d) All Other Fees3 |
$2,050,500 | $2,274,000 |
1 The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.
2 The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.
3 Non-audit fees of $2,050,500 and $2,274,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Funds principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(e)(1) Audit Committee Pre-Approval Policies and Procedures:
The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SECs auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (general pre-approval). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.
Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but
3
permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.
(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not Applicable
(g) The aggregate non-audit fees, defined as the sum of the fees shown under Audit-Related Fees, Tax Fees and All Other Fees, paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:
Entity Name |
Current Fiscal Year End |
Previous Fiscal Year End |
||||||
BlackRock Floating Rate Income Strategies Fund, Inc. | $13,100 | $26,600 |
Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored or advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:
Current Fiscal Year End |
Previous Fiscal Year End | |
$2,050,500 | $2,274,000 |
These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser, and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountants independence.
Item 5 | Audit Committee of Listed Registrants |
(a) | The following individuals are members of the registrants separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)): |
Michael Castellano
Frank J. Fabozzi
Henry Gabbay
Catherine A. Lynch
Karen P. Robards
4
(b) Not Applicable
Item 6 | Investments |
(a) The registrants Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
Item 7 | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies The board of directors has delegated the voting of proxies for the Funds portfolio securities to the Investment Adviser pursuant to the Investment Advisers proxy voting guidelines. Under these guidelines, the Investment Adviser will vote proxies related to Fund securities in the best interests of the Fund and its stockholders. From time to time, a vote may present a conflict between the interests of the Funds stockholders, on the one hand, and those of the Investment Adviser, or any affiliated person of the Fund or the Investment Adviser, on the other. In such event, provided that the Investment Advisers Equity Investment Policy Oversight Committee, or a sub-committee thereof (the Oversight Committee) is aware of the real or potential conflict or material non-routine matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Investment Advisers clients. If the Investment Adviser determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Investment Advisers Portfolio Management Group and/or the Investment Advisers Legal and Compliance Department and concluding that the vote cast is in its clients best interest notwithstanding the conflict. A copy of the Funds Proxy Voting Policy and Procedures are attached as Exhibit 99.PROXYPOL. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, (i) at www.blackrock.com and (ii) on the SECs website at http://www.sec.gov. |
Item 8 | Portfolio Managers of Closed-End Management Investment Companies |
(a)(1) As of the date of filing this Report:
The registrant is managed by a team of investment professionals comprised of David Delbos, Managing Director at BlackRock, Mitchell Garfin, Managing Director at BlackRock, Carly Wilson, Managing Director at BlackRock, and Abigail Apistolas, Vice President at BlackRock. Each is jointly responsible for the day-to-day management of the registrants portfolio, which includes setting the registrants overall investment strategy, overseeing the management of the registrant and/or selection of its investments. Messrs. Delbos and Garfin and Mses. Wilson and Apistolas have been members of the registrants portfolio management team since 2018.
5
Portfolio Manager | Biography | |||
David Delbos | Managing Director of BlackRock, Inc. since 2012; Director of BlackRock, Inc. from 2007 to 2011; Vice President of BlackRock, Inc. from 2005 to 2006. | |||
Mitchell Garfin | Managing Director of BlackRock, Inc. since 2009; Director of BlackRock, Inc. from 2005 to 2008. | |||
Carly Wilson | Managing Director of BlackRock, Inc. since 2019; Director of BlackRock, Inc. from 2016 to 2018; Vice President of BlackRock, Inc. from 2011 to 2015; Associate at BlackRock, Inc. from 2009 to 2010; Associate at R3 Capital Partners from 2008 to 2009; Associate at Lehman Brothers from 2004 to 2008. | |||
Abigail Apistolas | Vice President of BlackRock, Inc. since 2019; Associate of BlackRock, Inc. from 2016 to 2018; Associate at Morgan Stanley from 2012 to 2016; Analyst at Morgan Stanley from 2012 to 2014. |
(a)(2) As of August 31, 2019:
(ii) Number of Other Accounts Managed and Assets by Account Type |
(iii) Number of Other Accounts and Assets for Which Advisory Fee is Performance-Based | |||||||||||||||||||||
(i) Name of Portfolio Manager |
Other Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts |
Other Registered Investment Companies |
Other Investment Vehicles |
Other Accounts | ||||||||||||||||
David Delbos |
19 | 13 | 22 | 0 | 4 | 21 | ||||||||||||||||
$28.17 Billion | $12.01 Billion | $11.48 Billion | $0 | $6.40 Billion | $11.47 Billion | |||||||||||||||||
Mitchell Garfin |
19 | 20 | 22 | 0 | 4 | 22 | ||||||||||||||||
$31.04 Billion | $12.39 Billion | $11.49 Billion | $0 | $6.40 Billion | $11.49 Billion | |||||||||||||||||
Carly Wilson |
7 | 14 | 4 | 0 | 4 | 3 | ||||||||||||||||
$8.15 Billion | $3.95 Billion | $376.2 Million | $0 | $2.58 Billion | $242.1 Million | |||||||||||||||||
Abigail Apistolas |
9 | 11 | 10 | 0 | 5 | 9 | ||||||||||||||||
$7.67 Billion | $3.98 Billion | $989.5 Million | $0 | $2.48 Billion | $855.3 Million |
(iv) Portfolio Manager Potential Material Conflicts of Interest
BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, Inc., its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, Inc., or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member
6
of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock, Inc.s (or its affiliates or significant shareholders) officers, directors or employees are directors or officers, or companies as to which BlackRock, Inc. or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that Messrs. Delbos and Garfin and Mses. Wilson and Apistolas may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Messrs. Delbos and Garfin and Mses. Wilson and Apistolas may therefore be entitled to receive a portion of any incentive fees earned on such accounts.
As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock, Inc. has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.
(a)(3) As of August 31, 2019:
Portfolio Manager Compensation Overview
The discussion below describes the portfolio managers compensation as of August 31, 2019.
BlackRocks financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.
Base Compensation. Generally, portfolio managers receive base compensation based on their position with the firm.
Discretionary Incentive Compensation. Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured. Among other things, BlackRocks
7
Chief Investment Officers make a subjective determination with respect to each portfolio managers compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5- year periods, as applicable. With respect to these portfolio managers, such benchmarks for the Fund and other accounts are:
Portfolio Manager | Benchmarks | |
Carly Wilson | A combination of market-based indices (e.g. Bank of America Merrill Lynch 3 Month U.S. Treasury Bill Index)
| |
David Delbos Mitchell Garfin |
A combination of market-based indices (e.g., The Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Cap Index), certain customized indices and certain fund industry peer groups. | |
Abigail Apistolas | A combination of market-based indices (e.g., S&P Leveraged All Loan Index), certain customized indices and certain fund industry peer groups.
|
Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.
Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year at risk based on BlackRocks ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.
For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.
8
Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:
Incentive Savings Plans BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock, Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($280,000 for 2019). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock, Inc. contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock, Inc. common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.
(a)(4) Beneficial Ownership of Securities As of August 31, 2019.
Portfolio Manager | Dollar Range of Equity Securities of the Fund Beneficially Owned | |
David Delbos | Over $1,000,000 | |
Mitchell Garfin | None | |
Carly Wilson | None | |
Abigail Apistolas | None |
(b) Not Applicable
Item 9 | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers |
Period | (a) Total Number of Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part Plans or Programs |
(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans | ||||
March 1-31, 2019 |
25,955 | $12.5095 | 25,955 | 1,861,624 | ||||
April 1-31, 2019 |
138,963 | $12.8903 | 138,963 | 1,861,624 | ||||
May 1-31, 2019 |
154,376 | $12.9572 | 154,376 | 1,861,624 | ||||
June 1-30, 2019 |
100,733 | $12.8252 | 100,733 | 1,861,624 | ||||
July 1-31, 2019 |
109,166 | $12.7955 | 109,166 | 1,087,347 | ||||
August 1-31, 2019 |
0 | $0 | 0 | 1,087,347 | ||||
Total: |
529,193 | $12.8592 | 529,193 | 1,087,347 |
1 On September 7, 2018, the Fund announced a continuation of its open market share repurchase program. Commencing on December 1, 2018, the Fund may repurchase through November 30, 2019, up to 5% of its common shares outstanding as of the close of business on November 30, 2018, subject to certain conditions. On September 5, 2019, the Fund
9
announced a further continuation of its open market share repurchase program. Commencing on December 1, 2019, the Fund may repurchase through November 30, 2020, up to 5% of its common shares outstanding as of the close of business on November 30, 2019, subject to certain conditions.
Item 10 | Submission of Matters to a Vote of Security Holders There have been no material changes to |
these procedures. |
Item 11 | Controls and Procedures |
(a) The registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the 1940 Act)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting.
Item 12 | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies Not Applicable |
Item 13 | Exhibits attached hereto |
(a)(1) Code of Ethics See Item 2
(a)(2) Certifications Attached hereto
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) Certifications Attached hereto
10
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BlackRock Floating Rate Income Strategies Fund, Inc. | ||||
By: | /s/ John M. Perlowski | |||
John M. Perlowski | ||||
Chief Executive Officer (principal executive officer) of | ||||
BlackRock Floating Rate Income Strategies Fund, Inc. | ||||
Date: November 5, 2019 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ John M. Perlowski | |||
John M. Perlowski | ||||
Chief Executive Officer (principal executive officer) of | ||||
BlackRock Floating Rate Income Strategies Fund, Inc. | ||||
Date: November 5, 2019 |
By: | /s/ Neal J. Andrews | |||
Neal J. Andrews | ||||
Chief Financial Officer (principal financial officer) of | ||||
BlackRock Floating Rate Income Strategies Fund, Inc. | ||||
Date: November 5, 2019 |
11
EX-99. CERT
CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John M. Perlowski, Chief Executive Officer (principal executive officer) of BlackRock Floating Rate Income Strategies Fund, Inc., certify that:
1. I have reviewed this report on Form N-CSR of BlackRock Floating Rate Income Strategies Fund, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: November 5, 2019 |
/s/ John M. Perlowski |
John M. Perlowski |
Chief Executive Officer (principal executive officer) of BlackRock Floating Rate Income Strategies Fund, Inc. |
EX-99. CERT
CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Neal J. Andrews, Chief Financial Officer (principal financial officer) of BlackRock Floating Rate Income Strategies Fund, Inc., certify that:
1. I have reviewed this report on Form N-CSR of BlackRock Floating Rate Income Strategies Fund, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: November 5, 2019 |
/s/ Neal J. Andrews |
Neal J. Andrews |
Chief Financial Officer (principal financial officer) of BlackRock Floating Rate Income Strategies Fund, Inc. |
Exhibit 99.906CERT
Certification Pursuant to Rule 30a-2(b) under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Floating Rate Income Strategies Fund, Inc. (the Registrant), hereby certifies, to the best of his knowledge, that the Registrants Report on Form N-CSR for the period ended August 31, 2019 (the Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: November 5, 2019 |
/s/ John M. Perlowski |
John M. Perlowski |
Chief Executive Officer (principal executive officer) of |
BlackRock Floating Rate Income Strategies Fund, Inc. |
Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Floating Rate Income Strategies Fund, Inc. (the Registrant), hereby certifies, to the best of his knowledge, that the Registrants Report on Form N-CSR for the period ended August 31, 2019 (the Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Date: November 5, 2019 |
/s/ Neal J. Andrews |
Neal J. Andrews |
Chief Financial Officer (principal financial officer) of |
BlackRock Floating Rate Income Strategies Fund, Inc. |
This certification is being furnished pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission.
BlackRock Investment Stewardship
Global Corporate Governance Guidelines &
Engagement Principles
January 2019
Global Corporate Governance & Engagement Principles | 1
BlackRock helps investors build better financial futures. As a fiduciary to our clients, we provide the investment and technology solutions they need when planning for their most important goals. We manage assets on behalf of institutional and individual clients, across a full spectrum of investment strategies, asset classes and regions. Our client base includes pension plans, endowments, foundations, charities, official institutions, insurers and other financial institutions, as well as individuals around the world.
Philosophy on corporate governance
BlackRocks Investment Stewardship activities are focused on protecting and enhancing the economic value of the companies in which we invest on behalf of clients. We do this through engagement with boards and management of investee companies and, for those clients who have given us authority, through voting at shareholder meetings.
We believe that there are certain fundamental rights attached to shareholding. Companies and their boards should be accountable to shareholders and structured with appropriate checks and balances to ensure that they operate in shareholders best interests. Effective voting rights are central to the rights of ownership and there should be one vote for one share. Shareholders should have the right to elect, remove and nominate directors, approve the appointment of the auditor and to amend the corporate charter or by-laws. Shareholders should be able to vote on matters that are material to the protection of their investment including but not limited to changes to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital structure. In order to make informed decisions, we believe that shareholders have the right to sufficient and timely information.
Our primary focus is on the performance of the board of directors. As the agent of shareholders, the board should set the companys strategic aims within a framework of prudent and effective controls, which enables risk to be assessed and managed. The board should provide direction and leadership to management and oversee managements performance. Our starting position is to be supportive of boards in their oversight efforts on shareholders behalf and we would generally expect to support the items of business they put to a vote at shareholder meetings. Votes cast against or withheld from resolutions proposed by the board are a signal that we are concerned that the directors or management have either not acted in the best interests of shareholders or have not responded adequately to shareholder concerns. We assess voting matters on a case-by-case basis and in light of each companys unique circumstances taking into consideration regional best practices and long-term value creation.
These principles set out our approach to engaging with companies, provide guidance on our position on corporate governance and outline how our views might be reflected in our voting decisions. Corporate governance practices can vary internationally, so our expectations in relation to individual companies are based on the legal and regulatory framework of each local market. However, we believe there are overarching principles of corporate governance that apply globally and provide a framework for more detailed, market-specific assessments.
We believe BlackRock has a responsibility in relation to monitoring and providing feedback to companies, sometimes known as stewardship. These ownership responsibilities include engaging with management or board members on corporate governance matters, voting proxies in the best long-term economic interests of shareholders and engaging with regulatory bodies to ensure a sound policy framework consistent with promoting long-term shareholder value creation. We also believe in the responsibility to our clients to have appropriate resources and oversight structures. Our approach is set
Global Corporate Governance & Engagement Principles | 2
out in the section below titled BlackRocks oversight of its investment stewardship activities and is further detailed in a team profile on our website
Corporate governance, engagement and voting
We recognize that accepted standards of corporate governance differ between markets, but we believe there are sufficient common threads globally to identify an overarching set of principles. The objective of our investment stewardship activities is the protection and enhancement of the value of our clients investments in public corporations. Thus, these principles focus on practices and structures that we consider to be supportive of long-term value creation. We discuss below the principles under six key themes. In our regional and market-specific voting guidelines we explain how these principles inform our voting decisions in relation to specific resolutions that may appear on the agenda of a shareholder meeting in the relevant market.
The six key themes are:
| Boards and directors |
| Auditors and audit-related issues |
| Capital structure, mergers, asset sales and other special transactions |
| Compensation and benefits |
| Environmental and social issues |
| General corporate governance matters and shareholder protections |
At a minimum, we expect companies to observe the accepted corporate governance standards in their domestic market or to explain why doing so is not in the interests of shareholders. Where company reporting and disclosure is inadequate or the approach taken is inconsistent with our view of what is in the best interests of shareholders, we will engage with the company and/or use our vote to encourage a change in practice. In making voting decisions, we perform independent research and analysis, such as reviewing relevant information published by the company and apply our voting guidelines to achieve the outcome we believe best protects our clients long-term economic interests. We also work closely with our active portfolio managers, and may take into account internal and external research.
BlackRock views engagement as an important activity; engagement provides us with the opportunity to improve our understanding of investee companies and their governance structures to better inform our voting decisions. Engagement also allows us to share our philosophy and approach to investment and corporate governance with companies to enhance their understanding of our objectives. Our engagements often focus on providing our feedback on company disclosures, particularly where we believe they could be enhanced. There are a range of approaches we may take in engaging companies depending on the nature of the issue under consideration, the company and the market.
BlackRock takes an engagement-first approach, emphasizing direct dialogue with companies on governance issues that have a material impact on financial performance. We generally prefer to engage in the first instance where we have concerns and give management time to address or resolve the issue. As a long-term investor, we are patient and persistent in working with our portfolio companies to have an open dialogue and develop mutual understanding of governance matters, to promote the adoption of best practices and to assess the merits of a companys approach to its governance. We monitor the companies in which we invest and engage with them constructively and privately where we believe doing
Global Corporate Governance & Engagement Principles | 3
so helps protect shareholders interests. We do not try to micro-manage companies, or tell management and boards what to do. We present our views as a long-term shareholder and listen to companies responses. The materiality and immediacy of a given issue will generally determine the level of our engagement and whom we seek to engage at the company, which could be management representatives or board directors.
The performance of the board is critical to the economic success of the company and to the protection of shareholders interests. Board members serve as agents of shareholders in overseeing the strategic direction and operation of the company. For this reason, BlackRock focuses on directors in many of our engagements and sees the election of directors as one of our most important responsibilities in the proxy voting context.
We expect the board of directors to promote and protect shareholder interests by:
| establishing an appropriate corporate governance structure |
| supporting and overseeing management in setting long-term strategic goals, applicable measures of value-creation and milestones that will demonstrate progress, and steps taken if any obstacles are anticipated or incurred |
| ensuring the integrity of financial statements |
| making independent decisions regarding mergers, acquisitions and disposals |
| establishing appropriate executive compensation structures |
| addressing business issues, including environmental and social issues, when they have the potential to materially impact company reputation and performance |
There should be clear definitions of the role of the board, the committees of the board and senior management such that the responsibilities of each are well understood and accepted. Companies should report publicly the approach taken to governance (including in relation to board structure) and why this approach is in the best interest of shareholders. We will seek to engage with the appropriate directors where we have concerns about the performance of the board or the company, the broad strategy of the company, or the performance of individual board members.
BlackRock believes that directors should stand for re-election on a regular basis. We assess directors nominated for election or re-election in the context of the composition of the board as a whole. There should be detailed disclosure of the relevant credentials of the individual directors in order for shareholders to assess the caliber of an individual nominee. We expect there to be a sufficient number of independent directors on the board to ensure the protection of the interests of all shareholders. Common impediments to independence may include but are not limited to:
| current or former employment at the company or a subsidiary within the past several years |
| being, or representing, a shareholder with a substantial shareholding in the company |
| interlocking directorships |
| having any other interest, business or other relationship which could, or could reasonably be perceived to, materially interfere with the directors ability to act in the best interests of the company |
Global Corporate Governance & Engagement Principles | 4
BlackRock believes that the operation of the board is enhanced when there is a clearly independent, senior non-executive director to chair it or, where the chairman is also the CEO (or is otherwise not independent), an independent lead director. The role of this director is to enhance the effectiveness of the independent members of the board through shaping the agenda, ensuring adequate information is provided to the board and encouraging independent participation in board deliberations. The lead independent board director should be available to shareholders in those situations where a director is best placed to explain and justify a companys approach.
To ensure that the board remains effective, regular reviews of board performance should be carried out and assessments made of gaps in skills or experience amongst the members. BlackRock believes it is beneficial for new directors to be brought onto the board periodically to refresh the groups thinking and to ensure both continuity and adequate succession planning. In identifying potential candidates, boards should take into consideration the multiple dimensions of diversity, including personal factors such as gender, ethnicity, and age; as well as professional characteristics, such as a directors industry, area of expertise, and geographic location. The board should review these dimensions of the current directors and how they might be augmented by incoming directors. We believe that directors are in the best position to assess the optimal size for the board, but we would be concerned if a board seemed too small to have an appropriate balance of directors or too large to be effective.
There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated directors. BlackRock believes that shareholders interests are best served when the board forms committees of fully independent directors to deal with such matters. In many markets, these committees of the board specialize in audit, director nominations and compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one with a related party or to investigate a significant adverse event.
Auditors and audit-related issues
BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a companys financial condition. We will hold the members of the audit committee or equivalent responsible for overseeing the management of the audit function. We take particular note of cases involving significant financial restatements or ad hoc notifications of material financial weakness.
The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on management. To that end, we believe it is important that auditors are, and are seen to be, independent. Where the audit firm provides services to the company in addition to the audit, the fees earned should be disclosed and explained. Audit committees should have in place a procedure for assessing annually the independence of the auditor.
Global Corporate Governance & Engagement Principles | 5
Capital structure, mergers, asset sales and other special transactions
The capital structure of a company is critical to its owners, the shareholders, as it impacts the value of their investment and the priority of their interest in the company relative to that of other equity or debt investors. Pre-emptive rights are a key protection for shareholders against the dilution of their interests.
Effective voting rights are central to the rights of ownership and we believe strongly in one vote for one share as a guiding principle that supports good corporate governance. Shareholders, as the residual claimants, have the strongest interest in protecting company value, and voting power should match economic exposure.
We are concerned that the creation of a dual share class may result in an over-concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and amplifying the potential conflict of interest, which the one share, one vote principle is designed to mitigate. However, we recognize that in certain circumstances, companies may have a valid argument for dual-class listings, at least for a limited period of time. We believe that such companies should review these dual-class structures on a regular basis or as company circumstances change. Additionally, they should receive shareholder approval of their capital structure on a periodic basis via a management proposal in the companys proxy. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders.
In assessing mergers, asset sales or other special transactions, BlackRocks primary consideration is the long-term economic interests of shareholders. Boards proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review a proposed transaction to determine the degree to which it enhances long-term shareholder value. We would prefer that proposed transactions have the unanimous support of the board and have been negotiated at arms length. We may seek reassurance from the board that executives and/or board members financial interests in a given transaction have not adversely affected their ability to place shareholders interests before their own. Where the transaction involves related parties, we would expect the recommendation to support it to come from the independent directors and it is good practice to be approved by a separate vote of the non-conflicted shareholders.
BlackRock believes that shareholders have a right to dispose of company shares in the open market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders ability to sell their shares are contrary to basic property rights. Such mechanisms can serve to protect and entrench interests other than those of the shareholders. We believe that shareholders are broadly capable of making decisions in their own best interests. We expect any so-called shareholder rights plans proposed by a board to be subject to shareholder approval upon introduction and periodically thereafter for continuation.
BlackRock expects a companys board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is aligned with shareholder interests, particularly generating sustainable long-term shareholder returns. We would expect the compensation committee to take into account the specific circumstances of the company and the key individuals the board is trying to incentivize. We encourage companies to ensure that their compensation plans incorporate appropriate and challenging performance conditions consistent with corporate strategy and market practice. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation
Global Corporate Governance & Engagement Principles | 6
structures. We hold members of the compensation committee or equivalent board members accountable for poor compensation practices or structures.
BlackRock believes that there should be a clear link between variable pay and company performance that drives shareholder returns. We are not supportive of one-off or special bonuses unrelated to company or individual performance. We acknowledge that the use of peer group evaluation by compensation committees can help ensure competitive pay; however we are concerned when increases in total compensation at a company are justified solely on peer benchmarking rather than outperformance. We support incentive plans that foster the sustainable achievement of results relative to competitors. The vesting timeframes associated with incentive plans should facilitate a focus on long-term value creation. We believe consideration should be given to building claw back provisions into incentive plans such that executives would be required to forgo rewards when they are not justified by actual performance.
Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Finally, pension contributions and other deferred compensation arrangements should be reasonable in light of market practice.
Non-executive directors should be compensated in a manner that is commensurate with the time and effort expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk compromising their independence or aligning their interests too closely with those of the management, whom they are charged with overseeing.
Environmental and social issues
It is within this context of our fiduciary duty to clients that we undertake our investment stewardship activities. Sound practices in relation to the material environmental and social (E&S) factors inherent in the business model can be a signal of operational excellence and management quality.
BlackRock expects companies to identify and report on the material, business-specific E&S risks and opportunities and to explain how these are managed. This explanation should make clear how the approach taken by the company best serves the interests of shareholders and protects and enhances the long-term economic value of the company. E&S factors are material if they are core to how the business operates. The key performance indicators in relation to E&S factors should also be disclosed and performance against them discussed, along with any peer group benchmarking and verification processes in place. This helps shareholders assess how well management is dealing with the material E&S factors relevant to the business. Any generally recognized best practices and reporting standards adopted by the company should also be discussed in this context.
We do not see it as our role to make social or political judgments on behalf of clients. Our consideration of these E&S factors is consistent with protecting the long-term economic interest of our clients assets. We expect investee companies to comply, at a minimum, with the laws and regulations of the jurisdictions in which they operate. They should explain how they manage situations where local laws or regulations that significantly impact the companys operations are contradictory or ambiguous to global norms.
Given that E&S factors are often not issues on which a shareholder votes, we will engage directly with the board or management. Engagement on a particular E&S factor is based on our assessment that there are potential material economic ramifications for shareholders over the long-term.
We may vote against the election of directors where we have concerns that a company might not be dealing with material E&S factors appropriately. Sometimes we may reflect such concerns by supporting a shareholder proposal on the issue, where there seems to be either a significant potential threat or
Global Corporate Governance & Engagement Principles | 7
realized harm to shareholders interests caused by poor management of E&S factors. In deciding our course of action, we will assess whether the company has already taken sufficient steps to address the concern and whether there is a clear and material economic disadvantage to the company if the issue is not addressed.
General corporate governance matters and shareholder protections
BlackRock believes that shareholders have a right to timely and detailed information on the financial performance and viability of the companies in which they invest. In addition, companies should also publish information on the governance structures in place and the rights of shareholders to influence these. The reporting and disclosure provided by companies help shareholders assess whether their economic interests have been protected and the quality of the boards oversight of management. We believe shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms, to submit proposals to the shareholders meeting and to call special meetings of shareholders.
Global Corporate Governance & Engagement Principles | 8
BlackRocks oversight of its investment stewardship activities
We hold ourselves to a very high standard in our investment stewardship activities, including proxy voting. This function is executed by a team called BlackRock Investment Stewardship (BIS) which is comprised of BlackRock employees who do not have other responsibilities other than their roles in BIS. BIS is considered an investment function. The team does not have sales responsibilities.
BlackRock maintains three regional advisory committees (Stewardship Advisory Committees) for (a) the Americas; (b) Europe, the Middle East and Africa (EMEA); and (c) Asia-Pacific, generally consisting of senior BlackRock investment professionals and/or senior employees with practical boardroom experience. The regional Stewardship Advisory Committees review and advise on amendments to the proxy voting guidelines covering markets within each respective region (Guidelines).
In addition to the regional Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (Global Committee) is a risk-focused committee, comprised of senior representatives from various BlackRock investment teams, BlackRocks Deputy General Counsel, the Global Head of Investment Stewardship (Global Head), and other senior executives with relevant experience and team oversight.
The Global Head has primary oversight of the activities of BIS, including voting in accordance with the Guidelines, which require the application of professional judgment and consideration of each companys unique circumstances. The Global Committee reviews and approves amendments to these Global Corporate Governance & Engagement Principles. The Global Committee also reviews and approves amendments to the regional Guidelines, as proposed by the regional Stewardship Advisory Committees.
In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as regular updates on material process issues, procedural changes and other risk oversight considerations. The Global Committee reviews these reports in an oversight capacity as informed by the BIS corporate governance engagement program and Guidelines.
BIS carries out engagement with companies, monitors and executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate governance issues and participates in industry discussions to keep abreast of important developments in the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of those third parties. BIS may raise complicated or particularly controversial matters for internal discussion with the relevant investment teams and/or refer such matters to the appropriate regional Stewardship Advisory Committees for review, discussion and guidance prior to making a voting decision.
We carefully consider proxies submitted to funds and other fiduciary account(s) (Fund or Funds) for which we have voting authority. BlackRock votes (or refrains from voting) proxies for each Fund for which we have voting authority based on our evaluation of the best long-term economic interests of shareholders, in the exercise of our independent business judgment, and without regard to the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Funds affiliates (if any), BlackRock or BlackRocks affiliates, or BlackRock employees (see
Conflicts management policies and procedures, below).
Global Corporate Governance & Engagement Principles | 9
When exercising voting rights, BlackRock will normally vote on specific proxy issues in accordance with the Guidelines for the relevant market. The Guidelines are reviewed regularly and are amended consistent with changes in the local market practice, as developments in corporate governance occur, or as otherwise deemed advisable by BlackRocks Stewardship Advisory Committees. BIS may, in the exercise of their professional judgment, conclude that the Guidelines do not cover the specific matter upon which a proxy vote is required or that an exception to the Guidelines would be in the best long-term economic interests of BlackRocks clients.
In the uncommon circumstance of there being a vote with respect to fixed income securities or the securities of privately held issuers, the decision generally will be made by a Funds portfolio managers and/or BIS based on their assessment of the particular transactions or other matters at issue.
In certain markets, proxy voting involves logistical issues which can affect BlackRocks ability to vote such proxies, as well as the desirability of voting such proxies. These issues include but are not limited to: (i) untimely notice of shareholder meetings; (ii) restrictions on a foreigners ability to exercise votes; (iii) requirements to vote proxies in person; (iv) share-blocking (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting); (v) potential difficulties in translating the proxy; (vi) regulatory constraints; and (vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of impediments to the exercise of voting rights such as shareblocking or overly burdensome administrative requirements.
As a consequence, BlackRock votes proxies on a best-efforts basis. In addition, BIS may determine that it is generally in the best interests of BlackRocks clients not to vote proxies if the costs (including but not limited to opportunity costs associated with shareblocking constraints) associated with exercising a vote are expected to outweigh the benefit the client would derive by voting on the proposal.
Portfolio managers have full discretion to vote the shares in the Funds they manage based on their analysis of the economic impact of a particular ballot item. Portfolio managers may from time to time reach differing views on how best to maximize economic value with respect to a particular investment. Therefore, portfolio managers may, and sometimes do, vote shares in the Funds under their management differently from one another. However, because BlackRocks clients are mostly long-term investors with long-term economic goals, ballots are frequently cast in a uniform manner.
Conflicts management policies and procedures
BIS maintains the following policies and procedures that seek to prevent undue influence on BlackRocks proxy voting activity. Such influence might stem from any relationship between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRocks affiliates, a Fund or a Funds affiliates, or BlackRock employees. The following are examples of sources of perceived or potential conflicts of interest:
| BlackRock clients who may be issuers of securities or proponents of shareholder resolutions |
| BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder resolutions |
| BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock |
Global Corporate Governance & Engagement Principles | 10
| Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock |
| Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock |
| BlackRock, Inc. board members who serve as senior executives of public companies held in Funds managed by BlackRock |
BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:
| Adopted the Guidelines which are designed to protect and enhance the economic value of the companies in which BlackRock invests on behalf of clients. |
| Established a reporting structure that separates BIS from employees with sales, vendor management or business partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRocks relationship with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including but not limited to our need for additional information to make a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met. |
| Determined to engage, in certain instances, an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent fiduciary provides BlackRocks proxy voting agent with instructions, in accordance with the Guidelines, as to how to vote such proxies, and BlackRocks proxy voting agent votes the proxy in accordance with the independent fiduciarys determination. BlackRock uses an independent fiduciary to vote proxies of (i) any company that is affiliated with BlackRock, Inc., (ii) any public company that includes BlackRock employees on its board of directors, (iii) The PNC Financial Services Group, Inc., (iv) any public company of which a BlackRock, Inc. board member serves as a senior executive, and (v) companies when legal or regulatory requirements compel BlackRock to use an independent fiduciary. In selecting an independent fiduciary, we assess several characteristics, including but not limited to: independence, an ability to analyze proxy issues and vote in the best economic interest of our clients, reputation for reliability and integrity, and operational capacity to accurately deliver the assigned votes in a timely manner. We may engage more than one independent fiduciary, in part in order to mitigate potential or perceived conflicts of interest at an independent fiduciary. The Global Committee appoints and reviews the performance of the independent fiduciar(ies), generally on an annual basis. |
When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. With regard to the relationship between securities lending and proxy voting, BlackRocks approach is driven by our clients economic interests. The decision whether to recall securities on loan to vote is based on a formal analysis of the revenue producing value to clients of loans, against the assessed economic value of casting votes. Generally, we expect that the likely economic value to clients of casting votes would be less than the securities lending income, either because, in our assessment, the resolutions being voted on will not have significant economic consequences or because the outcome would not be affected by
Global Corporate Governance & Engagement Principles | 11
BlackRock recalling loaned securities in order to vote. BlackRock also may, in our discretion, determine that the value of voting outweighs the cost of recalling shares, and thus recall shares to vote in that instance.
Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may modify it as necessary.
The issue-specific Guidelines published for each region/country in which we vote are intended to summarize BlackRocks general philosophy and approach to issues that may commonly arise in the proxy voting context in each market where we invest. These Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As such, these Guidelines do not indicate how BIS will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots.
Reporting and vote transparency
We inform clients about our engagement and voting policies and activities through direct communication and through disclosure on our website. Each year we publish an annual report, an annual engagement and voting statistics report, and our full voting record to our website. On a quarterly basis, we publish regional reports which provide an overview of our investment stewardship engagement and voting activities during the quarter, including market developments, speaking engagements, and engagement and voting statistics. Additionally, we make public our market-specific voting guidelines for the benefit of clients and companies with whom we engage.
Global Corporate Governance & Engagement Principles | 12
Closed-End Fund Proxy Voting Policy
September 5, 2019
Closed-End Fund Proxy Voting Policy
Procedures Governing Delegation of Proxy Voting to Fund Adviser
|
Effective Date: September 5, 2019
|
Applies to the following types of Funds registered under the 1940 Act: ☐ Open-End Mutual Funds (including money market funds)
☐ Money Market Funds Only
☐ iShares ETFs
☒ Closed-End Funds
☐ Other |
The Boards of Trustees/Directors (the Directors) of the closed-end funds advised by BlackRock Advisors, LLC (BlackRock) (the Funds) have the responsibility for the oversight of voting proxies relating to portfolio securities of the Funds, and have determined that it is in the best interests of the Funds and their shareholders to delegate that responsibility to BlackRock as part of BlackRocks authority to manage, acquire and dispose of account assets, all as contemplated by the Funds respective investment management agreements.
BlackRock has adopted guidelines and procedures (together and as from time to time amended, the BlackRock Proxy Voting Guidelines) governing proxy voting by accounts managed by BlackRock. BlackRock will cast votes on behalf of each of the Funds on specific proxy issues in respect of securities held by each such Fund in accordance with the BlackRock Proxy Voting Guidelines; provided, however, that in the case of underlying closed-end funds (including business development companies and other similarly-situated asset pools) held by the Funds that have, or are proposing to adopt, a classified board structure, BlackRock will typically (a) vote in favor of proposals to adopt classification and against proposals to eliminate classification, and (b) not vote against directors as a result of their adoption of a classified board structure.
BlackRock will report on an annual basis to the Directors on (1) a summary of all proxy votes that BlackRock has made on behalf of the Funds in the preceding year together with a representation that all votes were in accordance with the BlackRock Proxy Voting Guidelines (as modified pursuant to the immediately preceding paragraph), and (2) any changes to the BlackRock Proxy Voting Guidelines that have not previously been reported.
Public
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