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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 811-21464 Name of Fund: BlackRock Floating Rate Income Strategies Fund II, Inc. (FRB) Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809 Name and address of agent for service: Donald C. Burke, Chief Executive Officer, BlackRock Floating Rate Income Strategies Fund II, Inc., 800 Scudders Mill Road, Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011 Registrants telephone number, including area code: (800) 882-0052, Option 4 Date of fiscal year end: 02/29/2008 Date of reporting period: 03/01/2007 02/29/2008 Item 1 Report to Stockholders |
EQUITIES FIXED INCOME REAL ESTATE LIQUIDITY ALTERNATIVES BLACKROCK SOLUTIONS
BlackRock Floating Rate Income Strategies Fund II, Inc. (FRB) ANNUAL REPORT | FEBRUARY 29, 2008 |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE |
Table of Contents | ||
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Page | ||
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A Letter to Shareholders | 3 | |
Annual Report: | ||
Fund Summary | 4 | |
The Benefits and Risks of Leveraging | 5 | |
Swap Agreements | 5 | |
Financial Statements: | ||
Schedule of Investments | 6 | |
Statement of Assets and Liabilities | 12 | |
Statement of Operations | 12 | |
Statements of Changes in Net Assets | 13 | |
Statement of Cash Flows | 14 | |
Financial Highlights | 15 | |
Notes to Financial Statements | 16 | |
Report of Independent Registered Public Accounting Firm | 21 | |
Important Tax Information (Unaudited) | 21 | |
Automatic Dividend Reinvestment Plan | 22 | |
Officers and Directors | 23 | |
Additional Information | 26 |
2 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
A Letter to Shareholders |
Dear Shareholder Financial markets weathered intense bouts of volatility in 2007, only to enter 2008 with no relief. January and February proved to be trying months for equities, but strong ones for some areas of the bond market, as fears of an economic recession swelled. The Federal Reserve Board (the Fed), after cutting the target federal funds rate 100 basis points (1%) between September 2007 and year-end, more than matched those cuts in January alone. Responding to a slow- ing economy and continued fallout from chaos in the credit markets, the Fed cut interest rates 75 basis points in a rare unscheduled session on January 22, and followed with a 50-basis-point cut at its regular meeting on January 30. Another 75-basis-point cut on March 18 brought the target rate to 2.25% . Reverberations from the U.S. subprime mortgage collapse, and the associated liquidity and credit crisis, continue to per- meate global financial markets. The S&P 500 Index of U.S. stocks was down in February, marking the fourth consecutive month of negative returns. International markets, while not unscathed, generally have outperformed their U.S. counter- parts so far in 2008. Emerging markets, benefiting from stronger economic growth rates, have done particularly well. In fixed income markets, fears related to the economic slowdown and related credit crisis have led to a prolonged flight to quality. Investors have largely shunned bonds associated with the housing and credit markets in favor of higher-quali- ty government issues. The yield on 10-year Treasury issues, which touched 5.30% in June 2007 (its highest level in five years), fell to 4.04% by year-end and to 3.53% by the end of February, while prices correspondingly rose. After setting a new-issuance record in 2007, supply in the municipal bond market has been on the decline for four consecutive months (measured year over year). The market has struggled with concerns around the creditworthiness of monoline bond insurers and the failure of auctions for auction rate securities, driving yields higher and prices lower across the curve. By period-end, municipal bonds were trading at higher yields than their Treasury counterparts, a very unusual occurrence by historical standards. Against this backdrop, the major benchmark indexes posted mixed results for the current reporting period, generally reflecting heightened investor risk aversion: |
Total Returns as of February 29, 2008 | 6-month | 12-month | ||||||
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U.S. equities (S&P 500 Index) | 8.79% | 3.60% | ||||||
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Small cap U.S. equities (Russell 2000 Index) | 12.91 | 12.44 | ||||||
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International equities (MSCI Europe, Australasia, Far East Index) | 4.71 | + 0.84 | ||||||
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Fixed income (Lehman Brothers U.S. Aggregate Bond Index) | + 5.67 | + 7.30 | ||||||
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Tax-exempt fixed income (Lehman Brothers Municipal Bond Index) | 0.60 | 1.17 | ||||||
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High yield bonds (Lehman Brothers U.S. Corporate High Yield 2% Issuer Cap Index) | 1.39 | 3.08 | ||||||
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Past performance is no guarantee of future results. Index performance shown for illustrative purposes only. You cannot invest directly in an index. As you navigate todays volatile markets, we encourage you to review your investment goals with your financial profes- sional and to make portfolio changes, as needed. For more up-to-date commentary on the economy and financial markets, we invite you to visit www.blackrock.com/funds. As always, we thank you for entrusting BlackRock with your investment assets, and we look forward to continuing to serve you in the months and years ahead. |
THIS PAGE NOT PART OF YOUR FUND REPORT |
3
Fund Summary as of February 29, 2008 Investment Objective |
BlackRock Floating Rate Income Strategies Fund II, Inc. (FRB) seeks a 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.
Fund Performance |
For the year ended February 29, 2008, the Fund returned 12.88% based on market price, with dividends reinvested. The Funds return based on net asset value (NAV) was 8.98%, with dividends reinvested. For the same period, the Lipper Loan Participation Funds category posted an average return of 9.82% on a NAV basis. Fund performance was hurt by the widening of credit spreads, lack of liquidity and massive deleveraging in the loan market. Additionally, the rapid reduction of short-term interest rates as a result of the Feds shift in monetary policy negatively affected the price of loan debt securities.
Fund Information |
Symbol on New York Stock Exchange | FRB | |
Initital Offering Date | July 30, 2004 | |
Yield on Closing Market Price as of February 29, 2008 ($14.75)* | 10.04% | |
Current Monthly Distribution per share of Common Stock** | $.12335 | |
Current Annualized Distribution per share of Common Stock** | $1.4802 | |
Leverage as of February 29, 2008*** | 23% | |
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* | Yield on closing market price is calculated by dividing the current annualized distribution per share by the closing market price. Past performance does not guarantee future results. |
** | The distribution is not constant and is subject to change. A portion of the distribution may be deemed a tax return of capital or net realized gain at fiscal year end. |
*** | As a percentage of managed assets, which is the total assets of the Fund (including any assets attributable to any borrowing that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage). |
The table below summarizes the changes in the Funds market price and net asset value per share:
2/29/08 | 2/28/07 | Change | High | Low | ||||||
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Market Price | $14.75 | $18.50 | (20.27%) | $19.02 | $13.90 | |||||
Net Asset Value | $16.06 | $19.28 | (16.70%) | $19.32 | $15.83 | |||||
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The following charts show the portfolio composition and credit quality allocations of the Funds long-term investments:
Portfolio Composition | ||||
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Asset Mix | 2/29/08 | 2/28/07 | ||
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Floating Rate Loan Interests | 70% | 75% | ||
Corporate Bonds | 29 | 24 | ||
Common Stocks | 1 | 1 | ||
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Credit Quality Allocations* | ||||
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Credit Rating | 2/29/08 | 2/28/07 | ||
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BBB/Baa | 3% | 1% | ||
BB/Ba | 36 | 30 | ||
B/B | 41 | 58 | ||
CCC/Caa | 10 | 3 | ||
Not Rated | 9 | 7 | ||
Other** | 1 | 1 | ||
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* | Using the highest of Standard & Poors or Moodys Investors Service ratings. |
** | Includes portfolio holdings in common and preferred stocks. |
4 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
The Benefits and Risks of Leveraging BlackRock Floating Rate Income Strategies Fund II, Inc. (the Fund) utilizes leverage through borrowings or issuance of short-term debt securities. The concept of leveraging is based on the premise that the cost of assets to be obtained from leverage will be based on short-term interest rates, which normally will be lower than the income earned by the Fund on its longer-term portfolio investments. To the extent that the total assets of the Fund (including the assets obtained from leverage) are invested in higher-yielding portfolio investments, the Funds Common Stock shareholders will benefit from the incremental yield. |
Leverage creates risks for Common Stock shareholders, including the likelihood of greater NAV and market price volatility. In addition, there is the risk that fluctuations in interest rates on borrowings may reduce the Common Stocks yield and negatively impact its NAV and market price. If the income derived from securities purchased with assets received from leverage exceeds the cost of leverage, the Funds net income will be greater than if leverage had not been used. Conversely, if the income from the securities purchased is not sufficient to cover the cost of lever- age, the Funds net income will be less than if leverage had not been used, and therefore the amount available for distribution to Common Stock shareholders will be reduced. |
Swap Agreements The Fund may invest in swap agreements, which are over-the-counter contracts in which one party agrees to make periodic payments based on the change in market value of a specified bond, basket of bonds, or index in return for periodic payments based on a fixed or variable interest rate or the change in market value of a different bond, basket of bonds or index. Swap agreements may be used to obtain exposure to a bond or |
market without owning or taking physical custody of securities. Swap agreements involve the risk that the party with whom the Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the other party to the agreement. |
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008 5
Schedule of Investments as of February 29, 2008 (Percentages shown are based on Net Assets)
Par | ||||||
Floating Rate Loan Interests | (000) | Value | ||||
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Aerospace & Defense 3.6% | ||||||
Hawker Beechcraft Acquisition Co. LLC: | ||||||
Letter of Credit, 4.73% due 3/31/2014 | USD | 211 | $ 194,914 | |||
Term Loan, 6.83% due 3/26/2014 | 2,479 | 2,286,258 | ||||
IAP Worldwide Services, Inc. First Lien Term Loan, | ||||||
11.125% due 12/20/2012 | 1,469 | 1,211,727 | ||||
Vought Aircraft Industries, Inc.: | ||||||
Revolving Credit, 4.80% 7% due 12/22/2010 | 733 | 672,222 | ||||
Term Loan, 7.34% due 12/22/2011 | 1,633 | 1,474,750 | ||||
Tranche B Line of Credit Deposit, 4.953% | ||||||
due 12/22/2010 | 320 | 293,333 | ||||
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6,133,204 | ||||||
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Airlines 0.6% | ||||||
US Airways Group, Inc. Term Loan, 5.625% | ||||||
due 3/23/2014 | 1,000 | 783,125 | ||||
United Air Lines, Inc. Term Loan B, 5.125% 7.125% | ||||||
due 1/30/2014 | 356 | 298,688 | ||||
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1,081,813 | ||||||
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Auto Components 1.5% | ||||||
Allison Transmission Term Loan, 5.92% 7.90% | ||||||
due 8/07/2014 | 1,500 | 1,320,417 | ||||
Delphi Automotive Systems Term Loan B, 6.625% | ||||||
due 7/01/2008 | 250 | 245,750 | ||||
GPX International Tire Corp. Term Loan B, | ||||||
12.60% 14% due 4/06/2012 | 895 | 639,682 | ||||
Metaldyne Corp.: | ||||||
DF Loan 5.17% 8.25% due 1/11/2012 | 58 | 43,462 | ||||
Term Loan B, 8.25% due 1/15/2014 | 392 | 295,538 | ||||
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2,544,849 | ||||||
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Beverages 0.3% | ||||||
Culligan International Second Lien Term Loan, | ||||||
8.94% 9.56% due 5/24/2013 | EUR | 500 | 432,670 | |||
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Biotechnology 0.2% | ||||||
Talecris Biotherapeutics, Inc. First Lien Term Loan, | ||||||
6.57% 6.63% due 12/06/2013 | USD | 499 | 398,992 | |||
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Building Products 0.5% | ||||||
Associated Materials, Inc. Term Loan, 7.39% | ||||||
due 8/29/2010 | 959 | 853,129 | ||||
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Chemicals 4.7% | ||||||
Edwards Ltd. Term Loan, 5.085% due 5/30/2014 | 498 | 323,375 | ||||
GenTek, Inc. First Lien Term Loan, 5.12% 6.99% | ||||||
due 2/28/2011 | 1,281 | 1,171,672 | ||||
Huish Detergents, Inc. Tranche B Term Loan, 6.83% | ||||||
due 4/15/2014 | 746 | 603,530 | ||||
ISP Chemco Term Loan B, 4.875% 6.438% | ||||||
due 5/25/2014 | 498 | 446,817 | ||||
Rockwood Specialties Group, Inc. Tranche E Term | ||||||
Loan, 4.744% due 7/30/2012 | 3,361 | 3,148,462 | ||||
Viridian Group Plc Term Loan, 8.304% 9.601% | ||||||
due 12/21/2012 | GBP 1,000 | 1,659,182 | ||||
Wellman, Inc. Second Lien Term Loan, 9.989% | ||||||
due 2/10/2010 (a)(f) | USD 2,000 | 633,334 | ||||
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7,986,372 | ||||||
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Commercial Services & Supplies 4.0% | ||||||
Amsted Industries, Inc. Term Loan, 6.26% 7.14% | ||||||
due 4/05/2013 | 1,219 | 1,115,158 |
Par | ||||||
Floating Rate Loan Interests | (000) | Value | ||||
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Commercial Services & Supplies (concluded) | ||||||
ARAMARK Corp.: | ||||||
Letter of Credit, 4.22% due 1/24/2014 | USD | 53 | $ 48,741 | |||
Term Loan, 6.705% due 1/24/2014 | 829 | 767,210 | ||||
Brickman Group, Inc. Tranche B Term Loan, | ||||||
7.143% due 1/23/2014 | 496 | 449,106 | ||||
Camelbak Products LLC First Lien Term Loan, | ||||||
6.88% 8.75% due 8/04/2011 | 696 | 610,064 | ||||
Jason, Inc. Term Loan, 5.621% due 4/30/2010 | 498 | 429,716 | ||||
John Maneely Co. Term Loan, 6.345% 7.693% | ||||||
due 12/08/2013 | 674 | 583,362 | ||||
Kion GmbH: | ||||||
Term Loan B, 6.751% due 12/28/2014 | 250 | 207,266 | ||||
Term Loan C, 7.251% due 12/28/2015 | 250 | 208,359 | ||||
Metokote Corp. Term Loan, 6.13% 6.25% | ||||||
due 11/27/2011 | 128 | 111,273 | ||||
RiskMetrics Group, Inc. First Lien Term Loan B, | ||||||
7.08% due 1/11/2014 | 496 | 470,197 | ||||
Synagro Technologies, Inc. Term Loan, | ||||||
5.07% 6.830% due 4/02/2014 | 995 | 833,313 | ||||
West Corp. Term Loan B-2, 5.465% 6.093% | ||||||
due 10/24/2013 | 988 | 837,668 | ||||
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6,671,433 | ||||||
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Communications Equipment 1.3% | ||||||
Alltel Corp. Term Loan B, 5.866% due 5/18/2015 | 2,499 | 2,265,059 | ||||
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Computers & Peripherals 2.0% | ||||||
Intergraph Corp. Term Loan: | ||||||
First Lien, 5.09% 5.125% due 5/29/2014 | 419 | 375,775 | ||||
Second Lien 9.09% due 11/28/2014 | 500 | 455,000 | ||||
Reynolds and Reynolds Co.: | ||||||
First Lien Term Loan, 6.843% due 10/31/2012 | 1,810 | 1,584,070 | ||||
Second Lien Term Loan, 10.343% due 10/31/2013 | 1,000 | 915,000 | ||||
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3,329,845 | ||||||
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Construction & Engineering 0.3% | ||||||
BakerCorp Term Loan C, 5.521% 7.193% | ||||||
due 5/15/2014 | 496 | 454,069 | ||||
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Construction Materials 1.3% | ||||||
Headwaters, Inc. First Lien Term Loan B-1, | ||||||
5.17% 6.89% due 4/30/2011 | 1,077 | 1,022,734 | ||||
Nortek, Inc. Term Loan, 5.35% due 8/27/2011 | 1,448 | 1,241,231 | ||||
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2,263,965 | ||||||
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Containers & Packaging 1.9% | ||||||
Anchor Glass Container Corp. Term Loan, 7.08% | ||||||
due 5/03/2013 | 1,113 | 1,035,284 | ||||
Berry Plastics Corp. Term Loan, | ||||||
11.646% due 6/15/2014 (b) | 563 | 394,219 | ||||
Consolidated Container Co. LLC First Lien Term | ||||||
Loan, 5.375% 5.501% due 4/15/2014 | 396 | 304,122 | ||||
Graham Packaging Co. LP Term Loan, | ||||||
6.813% 7.75% due 10/07/2011 | 993 | 898,461 | ||||
Smurfit-Stone Container Corp.: | ||||||
Term Loan B, 5.313% 7.125% due 11/01/2011 | 215 | 202,296 | ||||
Term Loan C, 5.313% 7.125% due 11/01/2011 | 409 | 385,624 | ||||
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3,220,006 | ||||||
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Distributors 0.5% | ||||||
Keystone Automotive Operations, Inc. Term Loan, | ||||||
6.635% 7.451% due 1/12/2012 | 990 | 780,450 |
See Notes to Financial Statements.
6 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Schedule of Investments (continued) (Percentages shown are based on Net Assets)
Par | ||||||
Floating Rate Loan Interests | (000) | Value | ||||
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Diversified Financial Services 1.4% | ||||||
Chrysler Financial Corp. First Lien Term Loan, 9% | ||||||
due 8/03/2012 | USD 2,000 | $ 1,736,818 | ||||
J.G. Wentworth LLC First Lien Term Loan, 7.093% | ||||||
due 4/15/2014 | 1,000 | 665,000 | ||||
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2,401,818 | ||||||
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Diversified Telecommunication Services 0.1% | ||||||
Hawaiian Telcom Term Loan C, 7.080% | ||||||
due 5/30/2014 | 282 | 227,086 | ||||
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Electrical Equipment 0.4% | ||||||
Generac Power Systems, Inc.: | ||||||
First Lien Term Loan, 7.203% due 11/10/2013 | 490 | 403,900 | ||||
Second Lien Term Loan, 10.703% due 5/15/2014 | 500 | 340,833 | ||||
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744,733 | ||||||
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Energy Equipment & Services 1.8% | ||||||
Brock Holdings Term Loan B, 6.83% 7.143% | ||||||
due 2/26/2014 | 744 | 651,328 | ||||
Dresser, Inc.: | ||||||
Term Loan B, 5.565% 5.621% due 5/04/2014 | 982 | 904,364 | ||||
Second Lien Term Loan, 8.82% due 5/15/2015 | 500 | 433,750 | ||||
Helix Energy Solutions Term Loan, | ||||||
6.377% 6.83% due 7/01/2013 | 507 | 471,338 | ||||
MEG Energy Corp.: | ||||||
Delayed Draw Term Loan, 6.73% due 4/03/2013 | 164 | 147,938 | ||||
Initial Term Loan, 6.83% due 4/03/2013 | 491 | 446,301 | ||||
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3,055,019 | ||||||
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Food & Staples Retailing 1.4% | ||||||
DS Waters LP Term Loan, 5.372% due 11/15/2012 | 496 | 441,654 | ||||
Dole Food Co., Inc.: | ||||||
Credit Linked Deposit, 4.247% due 4/12/2013 | 140 | 117,140 | ||||
Term Loan B, 5.125% 7% due 4/12/2013 | 308 | 258,952 | ||||
Term Loan C, 5.125% 7.125% due 4/12/2013 | 1,028 | 863,172 | ||||
Sturm Foods, Inc.: | ||||||
Initial Term Loan, 5.813% due 1/30/2014 | 496 | 365,571 | ||||
Second Lien Term Loan, 9.313% due 6/30/2014 | 500 | 328,334 | ||||
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2,374,823 | ||||||
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Food Products 0.6% | ||||||
Chiquita Brands International Term Loan C, 6.125% | ||||||
due 6/28/2012 | 1,072 | 1,051,527 | ||||
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Health Care Equipment & Supplies 1.7% | ||||||
Biomet, Inc. Term Loan: | ||||||
7.857% due 12/28/2014 | 2,496 | 2,385,791 | ||||
ReAble Therapeutics Finance LLC Term Loan, 7.83% | ||||||
due 5/20/2014 | 500 | 470,000 | ||||
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2,855,791 | ||||||
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Health Care Providers & Services 2.6% | ||||||
Community Health Systems, Inc. Term Loan B, | ||||||
5.335% due 6/18/2014 | 2,380 | 2,174,790 | ||||
DaVita, Inc. Term Loan B1, 4.57% 6.23% | ||||||
due 7/30/2012 | 1,000 | 934,583 | ||||
Health Management Associates, Inc. Term Loan B, | ||||||
6.58% due 2/28/2014 | 1,461 | 1,255,950 | ||||
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4,365,323 | ||||||
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Par | ||||||
Floating Rate Loan Interests | (000) | Value | ||||
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Hotels, Restaurants & Leisure 2.5% | ||||||
Golden Nugget, Inc. Term Loan, 5.12% 5.13% | ||||||
due 6/30/2014 | USD | 318 | $ 273,636 | |||
Harrahs Operating Company, Inc.: | ||||||
Term Loan B1, 6.244% due 1/28/2015 | 359 | 328,329 | ||||
Term Loan B2, 6.244% due 1/28/2015 | 1,000 | 916,280 | ||||
Term Loan B3, 6.244% due 1/28/2015 | 141 | 129,559 | ||||
Lake Las Vegas Resort (a)(f): | ||||||
First Lien Term Loan, 13.85% due 12/14/2012 | 468 | 173,308 | ||||
Revolving Credit, 14.35% due 12/14/2012 | 60 | 22,268 | ||||
Las Vegas Sands LLC Term Loan B, 6.58% | ||||||
due 5/04/2014 | 796 | 706,947 | ||||
QCE LLC First Lien Term Loan, 7% 7.125% | ||||||
due 5/05/2013 | 463 | 391,271 | ||||
Venetian Macau US Finance Co. LLC: | ||||||
Delay Draw Term Loan, 7.08% due 5/25/2012 | 500 | 451,705 | ||||
Term Loan B, 7.08% due 5/25/2013 | 1,000 | 903,409 | ||||
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4,296,712 | ||||||
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Household Durables 1.5% | ||||||
American Residential Services Second Lien Term | ||||||
Loan, 12% due 4/17/2015 | 1,000 | 985,146 | ||||
Simmons Co. Tranche D Term Loan, 4.875% 7.50% | ||||||
due 12/19/2011 | 1,686 | 1,492,155 | ||||
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2,477,301 | ||||||
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IT Services 3.1% | ||||||
Activant Solutions Term Loan, 6.75% 7.50% | ||||||
due 5/02/2013 | 1,229 | 1,038,323 | ||||
Alliance Data Systems Term Loan, 8.058% | ||||||
due 12/15/2014 | 1,500 | 1,395,000 | ||||
Audio Visual Services Corp. Term Loan B, 5.52% | ||||||
due 2/28/2014 | 998 | 897,750 | ||||
First Data Corp.: | ||||||
Term Loan B1, 7.58% 7.634% | ||||||
due 9/24/2014 | 998 | 905,571 | ||||
Term Loan B2, 7.58% due 9/24/2014 | 500 | 453,472 | ||||
Term Loan B3, 7.58% due 9/24/2014 | 500 | 453,500 | ||||
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5,143,616 | ||||||
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Independent Power Producers & Energy Traders 1.6% | ||||||
Calpine Generating Company LLC Term Loan, | ||||||
11.07% due 3/12/2010 | 43 | 44,276 | ||||
TXU Corp.: | ||||||
Term Loan B-2, 6.478% 6.596% due 10/10/2014 | 998 | 909,803 | ||||
Term Loan B-3, 6.478% 6.596% due 10/10/2014 | 1,995 | 1,818,851 | ||||
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2,772,930 | ||||||
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Industrial Conglomerates 0.3% | ||||||
Sequa Corp. Term Loan, 8.08% due 12/03/2014 | 500 | 469,688 | ||||
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Insurance 0.5% | ||||||
Alliant Insurance Services Term Loan B, 7.83% | ||||||
due 10/23/2014 | 499 | 443,887 | ||||
USI Holdings Corp. Term Loan B, 7.58% due 5/15/2014 | 498 | 440,288 | ||||
|
||||||
884,175 | ||||||
|
|
|
|
|||
Leisure Equipment & Products 1.8% | ||||||
24 Hour Fitness Term Loan B, 5.71% 7.33% | ||||||
due 6/08/2012 | 1,965 | 1,611,300 | ||||
True Temper Sports, Inc. Term Loan, 6.328% | ||||||
due 3/15/2011 | 1,541 | 1,341,003 | ||||
|
||||||
2,952,303 | ||||||
|
|
|
|
See Notes to Financial Statements. |
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
7 |
Schedule of Investments (continued) (Percentages shown are based on Net Assets)
Par | ||||||
Floating Rate Loan Interests | (000) | Value | ||||
|
|
|
| |||
Machinery 2.5% | ||||||
Blount, Inc. Term Loan B, 5.014% | ||||||
due 8/09/2010 | USD 1,135 | $ 1,050,173 | ||||
Navistar International Transportation Corp.: | ||||||
Revolving Credit, 4.794% 6.501% | ||||||
due 6/30/2012 | 400 | 356,500 | ||||
Term Loan, 6.501% due 6/30/2012 | 1,100 | 980,375 | ||||
OshKosh Truck Corp. Term Loan B, 6.90% | ||||||
due 12/06/2013 | 1,975 | 1,838,808 | ||||
| ||||||
4,225,856 | ||||||
|
|
|
| |||
Media 25.6% | ||||||
Affinion Group, Inc. Term Loan, 9.267% due 3/01/2012 | 300 | 246,000 | ||||
Alix Partners Tranche C Term Loan, 6.38% | ||||||
due 10/30/2013 | 1,114 | 1,021,866 | ||||
Bresnan Telecommunications Term Loan B, | ||||||
5.93% due 6/30/2013 | 500 | 445,893 | ||||
Catalina Marketing Group Term Loan, 7.83% | ||||||
due 10/01/2014 | 499 | 453,031 | ||||
Cequel Communications LLC: | ||||||
Second Lien Term Loan, 7.739% due 5/04/2014 | 1,000 | 752,500 | ||||
Term Loan, 5.07% 6.646% due 11/05/2013 | 1,000 | 835,909 | ||||
Charter Communications, Operating LLC. Term Loan, | ||||||
5.26% due 4/30/2014 | 4,000 | 3,511,428 | ||||
Clarke American Corp. Tranche B, | ||||||
7.33% due 6/30/2014 | 995 | 808,023 | ||||
GateHouse Media Operating, Inc. Term Loan, | ||||||
5.09% due 8/28/2014 | 1,000 | 708,000 | ||||
Gray Communications Systems, Inc. Term Loan B | ||||||
Delay Draw, 6.21% due 12/31/2014 | 1,000 | 848,750 | ||||
HMH Publishing: | ||||||
First Lien Bridge Term Loan, 9.141% due 6/12/2009 | 182 | 173,864 | ||||
First Lien Tranche A, 9.141% due 6/12/2011 | 1,318 | 1,186,364 | ||||
Mezzanine Term Loan, 13.641% | ||||||
due 11/14/2014 | 4,500 | 3,915,000 | ||||
Hanley-Wood LLC Term Loan, 6.305% 6.979% | ||||||
due 3/07/2014 | 995 | 745,628 | ||||
Idearc, Inc. Term Loan B, 6.83% due 11/15/2014 | 3,960 | 3,257,924 | ||||
Insight Midwest Holdings LLC: | ||||||
Term Loan B, 6.73% due 4/07/2014 | 2,025 | 1,813,009 | ||||
Intelsat Ltd.: | ||||||
Term Loan 5.644% due 2/01/2014 | 1,425 | 1,408,375 | ||||
Term Loan B 4.894% due 6/27/2013 | 950 | 873,100 | ||||
Knology, Inc. Term Loan, 6.953% due 3/15/2012 | 498 | 417,900 | ||||
LodgeNet Entertainment Corp. Term Loan, 6.83% | ||||||
due 4/04/2014 | 995 | 834,556 | ||||
Mediacom Broadband Group Tranche A Term Loan, | ||||||
4.62% 4.70% due 3/31/2010 | 1,665 | 1,443,001 | ||||
Mediacom Communications Term Loan C, | ||||||
4.87% 4.95% due 1/31/2015 | 3,128 | 2,694,334 | ||||
Metro-Goldwyn-Mayer Studios, Inc. Term Loan B, | ||||||
8.108% due 4/08/2012 | 2,170 | 1,782,116 | ||||
Multicultural Radio Broadcasting Inc. Term Loan, | ||||||
7.901% due 12/15/2012 | 356 | 334,640 | ||||
NEP II, Inc., LP Term Loan B, 7.108% | ||||||
due 2/16/2014 | 744 | 654,427 | ||||
National Cinemedia LLC Term Loan, 6.87% | ||||||
due 2/13/2015 | 750 | 639,610 | ||||
NextMedia Group, Inc.: | ||||||
Delay Draw Term Loan, 5.098% due 11/15/2012 | 453 | 391,701 | ||||
First Lien Term Loan, 5.086% due 11/15/2012 | 853 | 737,887 |
Par | ||||||
Floating Rate Loan Interests | (000) | Value | ||||
|
|
|
| |||
Media (concluded) | ||||||
One Link Term Loan, 11.97% due 3/15/2013 (b) | USD 1,061 | $ 896,604 | ||||
PagesJaunes Group Term Loan C, 7.677% | ||||||
due 1/11/2016 | EUR | 500 | 627,815 | |||
PanAmSat Corp.: | ||||||
Term Loan B2A, 5.644% due 1/03/2014 | USD | 604 | 548,473 | |||
Term Loan B2B, 5.644% due 1/03/2014 | 604 | 548,637 | ||||
Term Loan B2C, 5.644% due 1/03/2014 | 604 | 548,473 | ||||
Paxson Communications Corp. Term Loan, | ||||||
7.627% due 1/15/2012 | 1,750 | 1,461,250 | ||||
Penton Media Term Loan, 5.372% 5.375% | ||||||
due 2/15/2013 | 496 | 392,038 | ||||
ProSiebenSat.1 Media AG Term Loan B1, 6.77% | ||||||
due 6/30/2015 | EUR | 500 | 609,534 | |||
R.H. Donnelley, Inc. Term Loan D-2, 4.59% 6.66% | ||||||
due 8/30/2011 | USD 1,438 | 1,324,369 | ||||
Spanish Broadcasting System, Inc. First Lien | ||||||
Term Loan B, 6.58% due 6/10/2012 | 2,437 | 1,990,498 | ||||
Univision Communications, Inc. Term Loan: | ||||||
5.494% due 9/30/2014 | 1,409 | 1,179,285 | ||||
5.375% due 9/30/2014 | 40 | 33,694 | ||||
| ||||||
43,095,506 | ||||||
|
|
|
| |||
Multi-Utilities 5.0% | ||||||
Brand Energy & Infrastructure Services, Inc. Term | ||||||
Loan B, 5.375% 7.125% due 2/07/2014 | 496 | 444,144 | ||||
Riverside Energy Center Term Loan, 7.494% | ||||||
due 6/24/2011 | 4,010 | 3,915,245 | ||||
Rocky Mountain Energy Center LLC: | ||||||
Credit Linked Deposit, 7.307% due 6/24/2011 | 340 | 331,763 | ||||
Term Loan, 7.494% due 6/24/2011 | 2,172 | 2,120,433 | ||||
Wolf Hollow I LP: | ||||||
Letter of Credit, 5.372% due 6/22/2012 | 400 | 330,000 | ||||
Revolving Credit, 5.36% 5.37% | ||||||
due 6/22/2012 | 100 | 80,000 | ||||
Second Lien Term Loan, 9.343% due 12/22/2012 | 1,000 | 820,000 | ||||
Term Loan, 7.08% due 6/22/2012 | 469 | 387,057 | ||||
| ||||||
8,428,642 | ||||||
|
|
|
| |||
Multiline Retail 1.3% | ||||||
Neiman Marcus Group, Inc. Term Loan, | ||||||
4.931% 6.90% due 4/06/2013 | 2,323 | 2,144,014 | ||||
|
|
|
| |||
Oil, Gas & Consumable Fuels 1.4% | ||||||
Coffeyville Resources LLC: | ||||||
Letter of Credit, 4.729% due 12/28/2010 | 162 | 151,622 | ||||
Tranche D, 7.478% 7.75% due 12/21/2013 | 528 | 493,254 | ||||
SandRidge Energy, Inc. Term Loan, 8.354% | ||||||
due 4/01/2014 | 1,000 | 905,000 | ||||
Western Refining Inc. Term Loan, 4.994% | ||||||
due 5/30/2014 | 924 | 831,536 | ||||
| ||||||
2,381,412 | ||||||
|
|
|
| |||
Paper & Forest Products 3.3% | ||||||
Boise Cascade Holdings LLC First Lien Tranche B Term | ||||||
Loan, 7.50% due 2/22/2014 | 750 | 737,812 | ||||
Georgia-Pacific Corp.: | ||||||
First Lien Term Loan B, 7.09% 7.11% | ||||||
due 2/14/2013 | 980 | 901,764 | ||||
Term Loan B, 6.58% 6.839% due 12/20/2012 | 499 | 458,913 | ||||
NewPage Corp. Term Loan B, 8.688% due 12/07/2014 | 1,250 | 1,211,979 | ||||
Verso Paper Holdings LLC Term Loan, 9.489% | ||||||
due 2/01/2013 (b) | 2,585 | 2,287,725 | ||||
| ||||||
5,598,193 |
See Notes to Financial Statements.
8 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Schedule of Investments (continued) (Percentages shown are based on Net Assets)
Par | ||||||
Floating Rate Loan Interests | (000) | Value | ||||
|
|
|
|
|||
Pharmaceuticals 0.9% | ||||||
Cardinal Health 409, Inc. Term Loan: | ||||||
7.08% due 4/10/2014 | USD | 995 | $ 820,875 | |||
7.015% due 4/10/2014 | EUR | 498 | 668,419 | |||
|
||||||
1,489,294 | ||||||
|
|
|
|
|||
Real Estate Management & Development 0.9% | ||||||
Mattamy Group Term Loan, 5.375% | ||||||
due 4/11/2013 | USD | 491 | 447,037 | |||
Realogy Corp. Letter of Credit, 2.994% | ||||||
due 10/10/2013 | 1,236 | 1,033,782 | ||||
|
||||||
1,480,819 | ||||||
|
|
|
|
|||
Road & Rail 1.0% | ||||||
Rail America, Inc. Term Loan, 5.32% | ||||||
due 8/14/2008 | 1,000 | 935,000 | ||||
Swift Transportation Co., Inc. Term Loan, 6.50% | ||||||
due 5/10/2014 | 884 | 681,570 | ||||
|
||||||
1,616,570 | ||||||
|
|
|
|
|||
Specialty Retail 1.2% | ||||||
ADESA, Inc. Term Loan, 7.08% due 10/18/2013 | 995 | 889,032 | ||||
Burlington Coat Factory Warehouse Corp. Term | ||||||
Loan, 5.34% due 4/15/2013 | 294 | 246,035 | ||||
Claires Stores Term Loan, 5.994% 7.58% | ||||||
due 5/24/2014 | 496 | 388,814 | ||||
Mattress Holding Corp. Term Loan B, 5.50% due 2/28/2014 | 496 | 347,379 | ||||
|
||||||
1,871,260 | ||||||
|
|
|
|
|||
Textiles, Apparel & Luxury Goods 0.5% | ||||||
Davids Bridal, Inc. Term Loan B, 6.58% | ||||||
due 1/31/2014 | 496 | 429,256 | ||||
Renfro Corp. Term Loan B, 6.34% 8.08% | ||||||
due 10/04/2013 | 495 | 430,362 | ||||
|
||||||
859,618 | ||||||
|
|
|
|
|||
Trading Companies & Distributors 0.7% | ||||||
United Rentals, Inc.: | ||||||
Term Loan, 5.10% due 2/14/2011 | 1,091 | 1,034,238 | ||||
Tranche B Credit Linked Deposit, 4.50% | ||||||
due 2/14/2011 | 91 | 86,545 | ||||
|
||||||
1,120,783 | ||||||
|
|
|
|
|||
Wireless Telecommunication Services 0.5% | ||||||
Crown Castle Operating Co. Term Loan B, 6.33% | ||||||
due 3/15/2014 | 496 | 448,220 | ||||
IPC Systems Tranche B1 Term Loan, 7.093% | ||||||
due 5/25/2014 | 498 | 392,196 | ||||
|
||||||
840,416 | ||||||
|
|
|
|
|||
Total Floating Rate Loan Interests | ||||||
(Cost $169,573,564) 88.8% | 149,641,084 | |||||
|
|
|
|
|||
Corporate Bonds | ||||||
|
|
|
|
|||
Auto Components 0.3% | ||||||
The Goodyear Tire & Rubber Co., 8.663% | ||||||
due 12/01/2009 (c) | 500 | 498,125 | ||||
|
|
|
|
Par | ||||||
Corporate Bonds | (000) | Value | ||||
|
|
|
|
|||
Biotechnology 0.2% | ||||||
Angiotech Pharmaceuticals, Inc., 6.826% | ||||||
due 12/01/2013 (c) | USD | 500 | $ 395,000 | |||
|
|
|
|
|||
Building Products 2.5% | ||||||
CPG International I, Inc., 11.468% due 7/01/2012 (c) | 3,000 | 2,490,000 | ||||
Masonite International Corp., 11% due 4/06/2015 | 2,500 | 1,725,000 | ||||
|
||||||
4,215,000 | ||||||
|
|
|
|
|||
Capital Markets 2.3% | ||||||
E*Trade Financial Corp., 12.50% due 11/30/2017 (d) | 3,000 | 2,857,500 | ||||
Marsico Parent Co., LLC, 10.625% | ||||||
due 1/15/2016 (b)(d)(g) | 663 | 596,700 | ||||
Marsico Parent Holdco, LLC, 12.50% | ||||||
due 7/15/2016 (b)(d)(g) | 227 | 211,110 | ||||
Marsico Parent Superholdco, LLC, 14.50% | ||||||
due 1/15/2018 (b)(d)(g) | 152 | 148,960 | ||||
|
||||||
3,814,270 | ||||||
|
|
|
|
|||
Chemicals 2.4% | ||||||
GEO Specialty Chemicals, Inc., 13.85% | ||||||
due 12/31/2009 (d)(e) | 1,646 | 1,232,442 | ||||
Hexion U.S. Finance Corp., 7.565% | ||||||
due 11/15/2014 (c) | 1,000 | 895,000 | ||||
MacDermid, Inc., 9.50% due 4/15/2017 (d) | 2,000 | 1,760,000 | ||||
NOVA Chemicals Corp., 7.863% | ||||||
due 11/15/2013 (c) | 255 | 216,750 | ||||
|
||||||
4,104,192 | ||||||
|
|
|
|
|||
Commercial Services & Supplies 0.1% | ||||||
Sally Holdings LLC, 10.50% due 11/15/2016 | 85 | 77,350 | ||||
The Yankee Candle Company, Inc., 9.75% | ||||||
due 2/15/2017 | 100 | 81,000 | ||||
|
||||||
158,350 | ||||||
|
|
|
|
|||
Communications Equipment 1.3% | ||||||
Nortel Networks Ltd., 8.508% due 7/15/2011 (c) | 2,500 | 2,162,500 | ||||
|
|
|
|
|||
Computers & Peripherals 1.1% | ||||||
Quantum Corp., 4.375% due 8/01/2010 (e) | 2,000 | 1,797,500 | ||||
|
|
|
|
|||
Containers & Packaging 3.4% | ||||||
Berry Plastics Holding Corp., 8.866% | ||||||
due 9/15/2014 (c) | 850 | 671,500 | ||||
Clondalkin Acquisition BV, 6.991% | ||||||
due 12/15/2013 (c)(d) | 5,000 | 4,100,000 | ||||
Packaging Dynamics Finance Corp., 10% | ||||||
due 5/01/2016 (d) | 1,240 | 979,600 | ||||
|
||||||
5,751,100 | ||||||
|
|
|
|
|||
Diversified Financial Services 0.3% | ||||||
Ford Motor Credit Co. LLC, 8.708% | ||||||
due 4/15/2012 (c) | 500 | 478,678 | ||||
|
|
|
|
|||
Diversified Telecommunication Services 0.4% | ||||||
Qwest Corp., 8.241% due 6/15/2013 (c) | 800 | 770,000 | ||||
|
|
|
|
|||
Electronic Equipment & Instruments 0.8% | ||||||
NXP BV, 7.008% due 10/15/2013 (c) | 1,590 | 1,283,925 | ||||
|
|
|
|
|||
Energy Equipment & Services 1.2% | ||||||
Ocean RIG ASA, 8.681% due 4/04/2011 (c) | 2,000 | 1,960,000 | ||||
|
|
|
|
See Notes to Financial Statements. |
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
9 |
Schedule of Investments (continued) (Percentages shown are based on Net Assets)
Par | ||||||
Corporate Bonds | (000) | Value | ||||
|
|
|
| |||
Food & Staples Retailing 0.1% | ||||||
AmeriQual Group LLC, 9.50% due 4/01/2012 (d) | USD | 250 | $ 167,500 | |||
|
|
|
| |||
Health Care Equipment & Supplies 2.2% | ||||||
ReAble Therapeutics Finance LLC, 10.875% | ||||||
due 11/15/2014 (d) | 4,000 | 3,780,000 | ||||
|
|
|
| |||
Health Care Providers & Services 0.1% | ||||||
Universal Hospital Services, Inc., 8.288% | ||||||
due 6/01/2015 (c) | 230 | 216,200 | ||||
|
|
|
| |||
Hotels, Restaurants & Leisure 5.4% | ||||||
American Real Estate Partners LP, 7.125% | ||||||
due 2/15/2013 | 4,000 | 3,800,000 | ||||
Harrahs Operating Co., Inc. (d): | ||||||
10.75% due 2/01/2016 | 1,501 | 1,302,117 | ||||
10.75% due 2/01/2018 (b) | 221 | 175,816 | ||||
Landrys Restaurants, Inc., 9.50% due 12/15/2014 | 1,500 | 1,447,500 | ||||
Little Traverse Bay Bands of Odawa Indians, | ||||||
10.25% due 2/15/2014 (d) | 1,565 | 1,566,956 | ||||
Travelport LLC, 7.701% due 9/01/2014 (c) | 950 | 760,000 | ||||
| ||||||
9,052,389 | ||||||
|
|
|
| |||
Independent Power Producers & Energy Traders 0.3% | ||||||
Texas Competitive Electric Holdings Co. LLC, 10.25% | ||||||
due 11/01/2015 (d) | 590 | 575,250 | ||||
|
|
|
| |||
Machinery 0.2% | ||||||
Invensys Plc, 9.875% due 3/15/2011 (d) | 318 | 335,409 | ||||
|
|
|
| |||
Media 1.9% | ||||||
Charter Communications Holdings II, LLC, 10.25% | ||||||
due 9/15/2010 | 1,825 | 1,669,875 | ||||
TL Acquisitions, Inc., 10.50% due 1/15/2015 (d) | 1,000 | 890,000 | ||||
Windstream Regatta Holdings, Inc., 11% | ||||||
due 12/01/2017 (d) | 748 | 583,440 | ||||
| ||||||
3,143,315 | ||||||
|
|
|
| |||
Metals & Mining 2.4% | ||||||
FMG Finance Property Ltd., 9.123% due 9/01/2011 (c)(d) | 180 | 179,100 | ||||
Freeport-McMoRan Copper & Gold, Inc., 8.394% | ||||||
due 4/01/2015 (c) | 3,180 | 3,056,775 | ||||
Ryerson, Inc., 10.614% due 11/01/2014 (c)(d) | 840 | 777,000 | ||||
| ||||||
4,012,875 | ||||||
|
|
|
| |||
Paper & Forest Products 3.0% | ||||||
Abitibi-Consolidated, Inc., 8.491% due 6/15/2011 (c) | 2,000 | 1,040,000 | ||||
Bowater, Inc., 7.991% due 3/15/2010 (c) | 2,000 | 1,450,000 | ||||
Verso Paper Holdings LLC Series B, 6.989% | ||||||
due 8/01/2014 (c) | 3,000 | 2,550,000 | ||||
| ||||||
5,040,000 | ||||||
|
|
|
| |||
Real Estate Management & Development 0.8% | ||||||
Realogy Corp., 11% due 4/15/2014 (b) | 2,000 | 1,280,000 | ||||
|
|
|
| |||
Road & Rail 0.5% | ||||||
Atlantic Express Transportation Corp., 12.455% | ||||||
due 4/15/2012 (c) | 1,000 | 650,000 | ||||
Swift Transportation Co., Inc., 10.815% | ||||||
due 5/15/2015 (c)(d) | 675 | 290,250 | ||||
| ||||||
940,250 | ||||||
|
|
|
|
Par | ||||||
Corporate Bonds | (000) | Value | ||||
|
|
|
| |||
Semiconductors & Semiconductor Equipment 1.1% | ||||||
Avago Technologies Finance Pte. Ltd., 10.623% | ||||||
due 6/01/2013 (c) | USD 600 | $ 595,500 | ||||
Spansion, Inc., 6.201% due 6/01/2013 (c)(d) | 1,690 | 1,233,700 | ||||
| ||||||
1,829,200 | ||||||
|
|
|
| |||
Specialty Retail 1.2% | ||||||
AutoNation, Inc., 6.258% due 4/15/2013 (c) | 250 | 205,000 | ||||
General Nutrition Centers, Inc., 10.009% | ||||||
due 3/15/2014 (b) | 350 | 279,125 | ||||
Michaels Stores, Inc., 11.375% due 11/01/2016 | 1,950 | 1,613,625 | ||||
| ||||||
2,097,750 | ||||||
|
|
|
| |||
Wireless Telecommunication Services 1.2% | ||||||
Cricket Communications, Inc., 9.375% | ||||||
due 11/01/2014 | 1,030 | 916,700 | ||||
Digicel Group Ltd., 9.125% due 1/15/2015 (b)(d) | 1,249 | 1,065,350 | ||||
| ||||||
1,982,050 | ||||||
|
|
|
| |||
Total Corporate Bonds | ||||||
(Cost $72,075,122) 36.7% | 61,840,828 | |||||
|
|
|
| |||
Common Stocks (f) | Shares | |||||
|
|
|
| |||
Capital Markets 0.3% | ||||||
E*Trade Financial Corp. | 145,213 | 620,059 | ||||
|
|
|
| |||
Chemicals 0.0% | ||||||
GEO Specialty Chemicals, Inc. | 10,732 | 10,732 | ||||
|
|
|
| |||
Electrical Equipment 0.1% | ||||||
Medis Technologies Ltd. | 13,053 | 141,364 | ||||
|
|
|
| |||
Semiconductors & Semiconductor Equipment 0.7% | ||||||
Cypress Semiconductor Corp. | 52,413 | 1,139,459 | ||||
|
|
|
| |||
Total Common Stocks | ||||||
(Cost $2,080,953) 1.1% | 1,911,614 | |||||
|
|
|
| |||
Preferred Stocks | ||||||
|
|
|
| |||
Capital Markets 0.0% | ||||||
Marsico Parent Superholdco, LLC, 16.75% (d)(g) | 44 | 43,956 | ||||
|
|
|
| |||
Total Preferred Stocks (Cost $41,486) 0.0% | 43,956 | |||||
|
|
|
| |||
Number of | ||||||
Options Purchased | Contracts | |||||
|
|
|
| |||
Call Options Purchased | ||||||
Marsico Parent Superholdco LLC, expiring | ||||||
December 2009 at USD 942.86 | ||||||
Broker Goldman Sachs & Co. (g) | 11 | 19,250 | ||||
|
|
|
| |||
Total Options Purchased | ||||||
(Cost $10,756) 0.0% | 19,250 | |||||
|
|
|
| |||
Total Investments (Cost $243,781,881*) 126.6% | 213,456,732 | |||||
Liabilities in Excess of Other Assets (26.6%) | (44,903,720) | |||||
| ||||||
Net Assets 100.0% | $168,553,012 | |||||
|
See Notes to Financial Statements. |
10 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Schedule of Investments (concluded) (Percentages shown are based on Net Assets)
* The cost and unrealized appreciation (depreciation) of investments as of February 29, 2008, as computed for federal income tax purposes, were as follows: |
Aggregate cost | $ 243,783,995 | |
| ||
Gross unrealized appreciation | $ 836,823 | |
Gross unrealized depreciation | (31,164,086) | |
| ||
Net unrealized depreciation | $ (30,327,263) | |
|
(a) Issuer filed for bankruptcy or is in default of interest payments.
(b) Represents a pay-in-kind security which may pay interest/dividends in additional face/shares.
(c) Floating rate security. Rate is as of the report date.
(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional investors. Unless otherwise indicated, these securities are not considered to be illiquid.
(e) Convertible security.
(f) Non-income producing security. (g) Illiquid security.
For Fund compliance purposes, the Fund's industry classifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Fund management.
This definition may not apply for purposes of this report which may combine industry sub-classifications for reporting ease. These industry classifications are unaudited.
Investments in companies considered to be an affiliate of the Fund for purposes of Section 2(a)(3) of the Investment Company Act of 1940 were as follows:
Net | Interest | |||
Affiliate | Activity | Income | ||
|
|
| ||
BlackRock Liquidity Series, LLC | ||||
Cash Sweep Series | | $ 187,622 | ||
|
|
|
Forward foreign exchange contracts sold as of February 29,2008 were as follows: |
Currency | Currency | Settlement | Unrealized | |||
Purchased | Sold | Date | Depreciation | |||
|
|
|
| |||
USD 3,387,926 | EUR 2,311,000 | 4/23/2008 | $(114,163) | |||
USD 1,178,874 | GBP 600,000 | 4/23/2008 | (8,719) | |||
|
|
|
| |||
Total Unrealized Depreciation on Forward | ||||||
Foreign Exchange Contracts | $(122,882) | |||||
|
Swaps outstanding as of February 29,2008 were as follows: |
Notional | Unrealized | |||||
Amount | Appreciation | |||||
(000) | (Depreciation) | |||||
|
|
|
| |||
Sold credit default protection on | ||||||
D.R.Horton, Inc. and receive 4.65% | ||||||
Broker, Lehman Brothers Special Finance | ||||||
Expires March 2009 | USD | 1,000 | $ (2,363) | |||
Sold credit default protection on | ||||||
Ford Motor Company and receive 3.80% | ||||||
Broker, UBS Warburg | ||||||
Expires March 2010 | USD | 5,000 | (520,820) | |||
Sold credit default protection on | ||||||
LCDX Index and receive 2.25% | ||||||
Broker, UBS Warburg | ||||||
Expires December 2012 | USD | 1,000 | 5,492 | |||
Sold credit default protection on | ||||||
LCDX Index and receive 2.25% | ||||||
Broker, JPMorgan Chase | ||||||
Expires December 2012 | USD | 1,000 | (11,008) | |||
|
|
|
| |||
Total | $ (528,699) | |||||
|
Currency Abbreviations: EUR Euro GBP British Pound USD U.S. Dollar |
See Notes to Financial Statements.
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008 11
Statement of Assets and Liabilities
As of February 29, 2008 | ||
|
| |
Assets | ||
|
| |
Investments at value unaffiliated | ||
(identified cost $243,771,125) | $ 213,437,482 | |
Options purchased, at value (cost $10,756) | 19,250 | |
Unrealized appreciation on swaps | 5,492 | |
Cash | 1,514,553 | |
Investments sold receivable | 7,713,729 | |
Interest receivable | 3,392,393 | |
Amendment fee receivable | 99,884 | |
Interest receivable on swaps | 55,023 | |
Commitment fees receivable | 26,939 | |
Principal paydown receivable | 1,944 | |
Prepaid expenses and other assets | 22,776 | |
| ||
Total assets | 226,289,465 | |
|
| |
Liabilities | ||
|
| |
Loan payable | 50,000,000 | |
Swap premiums received | 157,315 | |
Unrealized depreciation on swaps | 534,191 | |
Unrealized depreciation on unfunded loan commitments | 142,836 | |
Unrealized depreciation on forward foreign exchange contracts | 122,882 | |
Investments purchased payable | 6,275,036 | |
Investment advisory fees payable | 139,843 | |
Deferred income | 59,751 | |
Income dividends payable | 119,451 | |
Interest on loans payable | 39,151 | |
Other affiliates payable | 1,325 | |
Other accrued expenses payable | 144,672 | |
| ||
Total liabilities | 57,736,453 | |
|
| |
Net Assets | ||
|
| |
Net Assets | $ 168,553,012 | |
|
| |
Net Assets Consist of | ||
|
| |
Par value $.10 per share (10,496,930 shares issued | ||
and outstanding) | $ 1,049,693 | |
Paid-in capital in excess of par | 199,119,933 | |
Undistributed net investment income | 2,193,448 | |
Accumulated net realized loss | (2,693,448) | |
Net unrealized depreciation | (31,116,614) | |
| ||
Net Assets, $16.06 net asset value per share of | ||
Common Stock | $ 168,553,012 | |
|
See Notes to Financial Statements. |
Statement of Operations | ||
For the Year Ended February 29, 2008 | ||
|
| |
Investment Income | ||
|
| |
Interest (including $187,622 from affiliates) | $ 21,441,854 | |
Facility and other fees | 176,540 | |
| ||
Total income | 21,618,394 | |
|
| |
Expenses | ||
|
| |
Investment advisory | 1,864,167 | |
Professional fees | 110,543 | |
Borrowing costs | 108,056 | |
Accounting services | 69,787 | |
Printing | 38,595 | |
Directors | 29,650 | |
Transfer agent | 20,238 | |
Custodian | 18,793 | |
Registration | 9,436 | |
Miscellaneous | 48,615 | |
| ||
Total expenses excluding interest expense | 2,317,880 | |
Interest expense | 3,059,563 | |
| ||
Total expenses | 5,377,443 | |
| ||
Net investment income | 16,240,951 | |
|
| |
Realized and Unrealized Gain (Loss) | ||
|
| |
Net realized gain (loss) from: | ||
Investments | (1,291,615) | |
Swaps | 359,607 | |
Foreign currency | (241,747) | |
| ||
(1,173,755) | ||
| ||
Net change in unrealized appreciation/depreciation on: | ||
Investments | (32,571,369) | |
Swaps | (549,359) | |
Unfunded loan commitments | 138,010 | |
Foreign currency | (116,585) | |
| ||
(33,099,303) | ||
| ||
Total realized and unrealized loss | (34,273,058) | |
| ||
Net Decrease in Net Assets Resulting from Operations | $ (18,032,107) | |
|
12 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Statements of Changes in Net Assets | ||||
For the | For the | |||
Year Ended | Year Ended | |||
February 29, | February 28, | |||
Increase (Decrease) in Net Assets: | 2008 | 2007 | ||
|
|
| ||
Operations | ||||
|
|
| ||
Net investment income | $ 16,240,951 | $ 16,232,774 | ||
Net realized gain (loss) | (1,173,755) | 197,727 | ||
Net change in unrealized depreciation | (33,099,303) | (1,508,938) | ||
|
| |||
Net increase (decrease) in net assets resulting from operations | (18,032,107) | 14,921,563 | ||
|
|
| ||
Dividends to Shareholders from | ||||
|
|
| ||
Net investment income | (15,779,101) | (16,114,520) | ||
|
|
| ||
Net Assets | ||||
|
|
| ||
Total decrease in net assets | (33,811,208) | (1,192,957) | ||
Beginning of year | 202,364,220 | 203,557,177 | ||
|
| |||
End of year | $ 168,553,012 | $ 202,364,220 | ||
|
| |||
End of year undistributed net investment income | $ 2,193,448 | $ 1,968,707 | ||
|
|
See Notes to Financial Statements. |
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
13 |
Statement of Cash Flows | ||
For the Year Ended February 29, 2008 | ||
|
|
|
Cash Provided by Operating Activities | ||
|
|
|
Net decrease in net assets resulting from operations | $ (18,032,107) | |
Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided by operating activities: | ||
Increase in receivables | (710,718) | |
Increase in prepaid expenses and other assets | (18,772) | |
Increase in other liabilities | 56,071 | |
Swap premium received | 417,455 | |
Swap premium paid | (267,967) | |
Net realized and unrealized loss | 34,460,870 | |
Amortization of premium and discount on investments | (68,496) | |
Proceeds from sales and paydowns of long-term securities | 151,953,817 | |
Purchases of long-term securities | (162,316,366) | |
|
||
Net cash provided by operating activities | 5,473,787 | |
|
|
|
Cash Used for Financing Activities | ||
|
|
|
Cash receipts from loan | 132,000,000 | |
Cash payments from loan | (129,000,000) | |
Cash dividends paid | (15,843,199) | |
|
||
Net cash used for financing activities | (12,843,199) | |
|
|
|
Cash | ||
|
|
|
Net decrease in cash | (7,369,412) | |
Cash at beginning of year | 8,883,965 | |
|
||
Cash at end of year | $ 1,514,553 | |
|
|
|
Cash Flow Information | ||
|
|
|
Cash paid for interest | $ 3,051,780 | |
|
See Notes to Financial Statements. |
14 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Financial Highlights | ||||||||
For the | For the Year Ended | For the Period | ||||||
Year Ended | February 28, | July 30, 20041 to | ||||||
February 29, | February 28, | |||||||
2008 | 2007 | 2006 | 2005 | |||||
Per Share Operating Performance | ||||||||
Net asset value, beginning of period | $ 19.28 | $ 19.39 | $ 19.74 | $ 19.10 | ||||
|
|
|
| |||||
Net investment income2 | 1.55 | 1.55 | 1.33 | .58 | ||||
Net realized and unrealized gain (loss) | (3.27) | (.12) | (.31) | .57 | ||||
|
|
|
| |||||
Net increase (decrease) from investment operations | (1.72) | 1.43 | 1.02 | 1.15 | ||||
|
|
|
| |||||
Dividends and distributions from: | ||||||||
Net investment income | (1.50) | (1.54) | (1.27) | (.47) | ||||
Net realized gain | | | (.10) | (.01) | ||||
|
|
|
| |||||
Total dividends and distributions | (1.50) | (1.54) | (1.37) | (.48) | ||||
|
|
|
| |||||
Capital charges with respect to issuance of shares | | | | (.03) | ||||
|
|
|
| |||||
Net asset value, end of period | $ 16.06 | $ 19.28 | $ 19.39 | $ 19.74 | ||||
|
|
|
| |||||
Market price, end of period | $ 14.75 | $ 18.50 | $ 17.76 | $ 19.44 | ||||
|
|
|
|
| ||||
Total Investment Return3 | ||||||||
|
|
|
|
| ||||
Based on net asset value | (8.98%) | 8.31% | 6.07% | 5.97%4 | ||||
|
|
|
| |||||
Based on market price | (12.88%) | 13.47% | (1.35%) | (.34%)4 | ||||
|
|
|
|
| ||||
Ratios to Average Net Assets | ||||||||
|
|
|
|
| ||||
Total expenses, excluding interest expense and net of waiver | 1.20% | 1.22% | 1.25% | .92%5 | ||||
|
|
|
| |||||
Total expenses, net of waiver | 2.78% | 2.87% | 2.46% | 1.30%5 | ||||
|
|
|
| |||||
Total expenses | 2.78% | 2.87% | 2.46% | 1.48%5 | ||||
|
|
|
| |||||
Net investment income | 8.39% | 8.03% | 6.88% | 5.11%5 | ||||
|
|
|
|
| ||||
Supplemental Data | ||||||||
|
|
|
|
| ||||
Net assets, end of period (000) | $ 168,553 | $ 202,364 | $ 203,557 | $ 207,255 | ||||
|
|
|
| |||||
Portfolio turnover | 65% | 65% | 72% | 30% | ||||
|
|
|
| |||||
Amount of loan outstanding, end of period (000) | $ 50,000 | $ 47,000 | $ 61,400 | $ 60,300 | ||||
|
|
|
| |||||
Average amount of loan outstanding during the period (000) | $ 55,269 | $ 61,022 | $ 63,725 | $ 29,072 | ||||
|
|
|
| |||||
Asset coverage, end of period, per $1,000 of loan outstanding | $ 4,371 | $ 5,306 | $ 4,315 | $ 4,437 | ||||
|
|
|
|
1 | Commencement of operations. |
2 | Based on average shares outstanding. |
3 | Total investment returns based on market price, which can be significantly greater or lesser than the net asset value, may result in substantially different returns. Total investment returns exclude the effects of sales charges. |
4 | Aggregate total investment return. |
5 | Annualized. |
See Notes to Financial Statements. |
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
15 |
Notes to Financial Statements 1. Significant Accounting Policies: BlackRock Floating Rate Income Strategies Fund II, Inc. (the Fund) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Funds financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and esti- mates. Actual results may differ from these estimates. The Fund deter- mines, and makes available for publication, the net asset value of its Common Stock on a daily basis. The following is a summary of significant accounting policies followed by the Fund: Valuation of Investments: The Fund values most of its corporate bond investments on the basis of last available bid price or current market quotations provided by dealers or pricing services selected under the supervision of the Funds Board of Directors (the Board). In determin- ing the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, market transactions in comparable investments, various relationships observed in the market between investments, and calculat- ed yield measures based on valuation technology commonly employed in the market for such investments. Floating rate loans are valued in accordance with guidelines established by the Board. Floating rate loan interests are valued at the mean between the last available bid prices from one or more brokers or deal- ers as obtained from Loan Pricing Corporation (LPC). For the limited number of floating rate loans for which no reliable price quotes are avail- able, such floating rate loans may be valued by LPC through the use of pricing matrixes to determine valuations. If the pricing service does not provide a value for a floating rate loan, BlackRock Advisors, LLC (the Advisor), an indirect, wholly owned subsidiary of BlackRock, Inc., will value the floating rate loan at fair value, which is intended to approxi- mate market value. Equity investments traded on a national securities exchange or on the NASDAQ Global Market System are valued at the last reported sale price that day or the NASDAQ official closing price, if applicable. Equity investments traded on a national securities exchange for which there were no sales on that day and equity investments traded on other over- the-counter (OTC) markets for which market quotations are readily available are valued at the last available bid price. Effective September 4, 2007, exchange-traded options are valued at the mean between the last bid and asked prices at the close of the options market in which the options trade and previously were valued at the last sales price as of the close of options trading on applicable exchanges. OTC options quotations are provided by dealers or pricing services selected under the supervision of the Board. Considerations utilized by dealers or pricing services in valuing OTC options include, but are not limited to, |
volatility factors of the underlying security, price movement of the under- lying security in relation to the strike price and the time left until expira- tion of the option. Swap agreements are valued by quoted fair values received daily by the Funds pricing service. Short-term securities may be valued at amortized cost. In the event that application of these methods of valuation results in a price for an investment which is deemed not to be representative of the market value of such investment, the investment will be valued by, under the direction of, or in accordance with, a method approved by the Board as reflecting fair value (Fair Value Assets). When determining the price for Fair Value Assets, the Advisor and/or sub-advisor seeks to determine the price that the Fund might reasonably expect to receive from the cur- rent sale of that asset in an arms-length transaction. Fair value determi- nations shall be based upon all available factors that the Advisor and/or sub-advisor deems relevant. The pricing of all Fair Value Assets is sub- sequently reported to the Board or a committee thereof. Generally, trading in foreign securities is substantially completed each day at various times prior to the close of business on the New York Stock Exchange (NYSE). The values of such securities used in computing the net assets of the Fund are determined as of such times. Foreign curren- cy exchange rates will be determined as of the close of business on the NYSE. Occasionally, events affecting the values of such securities and such exchange rates may occur between the times at which they are determined and the close of business on the NYSE that may not be reflected in the computation of the Funds net assets. If events (for example, a company announcement, market volatility or a natural disas- ter) occur during such periods that are expected to materially affect the value of such securities, those securities will be valued at their fair value as determined in good faith by the Board or by the Advisor using a pric- ing service and/or procedures approved by the Board. Floating Rate Loans: The Fund invests in floating rate loans, which are generally non-investment grade, made by banks, other financial institu- tions and privately and publicly offered corporations. Floating rate loans generally pay interest at rates that are periodically determined by refer- ence to a base lending rate plus a premium. The base lending rates are generally (i) the lending rate offered by one or more European banks, such as LIBOR (London InterBank Offered Rate), (ii) the prime rate offered by one or more U.S. banks or (iii) the certificate of deposit rate. The Fund considers these investments to be investments in debt securi- ties for purposes of its investment policies. The Fund earns and/or pays facility and other fees on floating rate loans. Other fees earned/paid include commitment, amendment, con- sent, commissions and prepayment penalty fees. Facility, amendment and consent fees are typically amortized as premium and/or accreted as discount over the term of the loan. Commitment, commission and various other fees are recorded as income. Prepayment penalty fees are recorded as gains or losses. When the Fund buys a floating rate loan it |
16 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Notes to Financial Statements (continued) may receive a facility fee and when it sells a floating rate loan it may pay a facility fee. On an ongoing basis, the Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a floating rate loan. In certain circumstances, the Fund may receive a prepayment penalty fee upon the prepayment of a floating rate loan by a borrower. Other fees received by the Fund may include covenant waiver fees and covenant modification fees. The 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 loans are usually freely callable at the issuers option. The Fund may invest in such loans in the form of participations in loans (Participations) and assignments of all or a portion of loans from third parties. Participations typically will result in the Fund having a contrac- tual relationship only with the lender, not with the borrower. The Fund will have 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, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loans, nor any rights of offset against the borrower, and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the Participation. As a result, the Fund will assume the credit risk of both the borrower and the lender that is selling the Participation. The Funds investments in loan participation interests involve the risk of insolvency of the financial inter- mediaries who are parties to the transactions. In the event of the insol- vency of the lender selling the Participation, the Fund may be treated as a general creditor of the lender and may not benefit from any offset between the lender and the borrower. Preferred Stock: The Fund may invest in 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 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 char- acteristics. 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 redemp- tion provisions. |
Derivative Financial Instruments: The Fund may engage in various portfolio investment strategies to increase the return of the Fund and to hedge, or protect, its exposure to interest rate movements and move- ments in the securities markets. Losses may arise if the value of the contract decreases due to an unfavorable change in the price of the underlying security, or index or if the counterparty does not perform under the contract. Options The Fund may purchase and write call and put options. When the Fund writes an option, an amount equal to the premium received by the Fund is reflected as an asset and an equivalent lia- bility. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Fund enters into a closing transaction), the Fund realizes a gain or loss on the option to the extent of the premiums received or paid (or gain or loss to the extent the cost of the closing transaction is less than or exceeds the premiums received or paid). If an option is exercised, the premium paid or received is added to the cost of the purchase or the pro- ceeds from the sale in determining whether the Fund has realized a gain or a loss on investment transactions. A call option gives the purchaser of the option the right (but not the obligation) to buy, and obligates the seller to sell (when the option is exercised), the underlying position at the exercise 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 position at the exercise price at any time or at a specified time dur- ing the option period. Credit Default Swaps The Fund may invest in credit default swaps, which are OTC contracts in which one party pays fixed periodic pay- ments to a counterparty in consideration for a guarantee from the counterparty to make a specific payment should a negative credit event take place. These periodic payments received or made by the Fund are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. Gains or losses are also realized upon termination of swap agreements. Swaps are marked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation). Risks arise from the possible inability of the counter- parties to meet the terms of their contracts. The Fund is exposed to credit loss in the event of non-performance by the other party to the swap. The Fund may utilize credit default swaps for the purpose of reducing the interest rate sensitivity of the portfolio and decreasing the Funds exposure to interest rate risk. |
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
17 |
Notes to Financial Statements (continued) Foreign Currency Transactions: Foreign currency amounts are translated into United States dollars on the following basis: (i) market value of investment securities, assets and liabilities at the current rate of exchange; and (ii) purchases and sales of investment securities, income and expenses at the rates of exchange prevailing on the respective dates of such transactions. The Fund reports foreign currency related transactions as components of realized gains for financial reporting purposes, whereas such compo- nents are treated as ordinary income for federal income tax purposes. Income Taxes: It is the Funds policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment compa- nies and to distribute substantially all of its taxable income to its share- holders. Therefore, no federal income tax provision is required. Under the applicable foreign tax laws, a withholding tax may be imposed on inter- est, dividends and capital gains at various rates. Effective August 31, 2007, the Fund implemented Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity, includ- ing investment companies, before being measured and recognized in the financial statements. The Advisor has evaluated the application of FIN 48 to the Fund, and has determined that the adoption of FIN 48 did not have a material impact on the Funds financial statements. The Fund files U.S. and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Funds U.S. federal tax return remains open for the years ended February 28, 2005 through February 28, 2007. The statutes of limitations on the Funds state and local tax returns may remain open for an additional year depending upon the jurisdiction. Investment Transactions and Investment Income: Investment trans- actions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on security transactions are determined on the identified cost basis. Interest income is recognized on the accrual basis. The Fund amortizes all premiums and discounts on debt securities. Dividends and Distributions: Dividends from net investment income are declared and paid monthly. Distributions of capital gains are recorded on the ex-dividend dates. Recent Accounting Pronouncements: In September 2006, Statement of Financial Accounting Standard No. 157, Fair Value Measurements (FAS 157), was issued and is effective for fiscal years beginning after |
November 15, 2007. FAS 157 defines fair value, establishes a frame- work for measuring fair value and expands disclosures about fair value measurements. The impact on the Funds financial statement disclosure, if any, is currently being assessed. In addition, in February 2007, Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (FAS 159), was issued and is effective for fiscal years beginning after November 15, 2007. FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. FAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The impact on the Funds financial statement disclosures, if any, is currently being assessed. Segregation: In cases in which the 1940 Act and the interpretive posi- tions of the Securities and Exchange Commission (SEC) require that the Fund segregate assets in connection with certain investments (e.g., swaps), the Fund will, consistent with certain interpretive letters issued by the SEC, designate on its books and records cash or other liq- uid debt securities having a market value at least equal to the amount that would otherwise be required to be physically segregated. Deferred Compensation and BlackRock Closed-End Share Equivalent Investment Plan: Under the deferred compensation plan approved by the Funds Board, non-interested directors (Independent Directors) 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 other certain BlackRock Closed-End Funds selected by the Independent Directors. This has approximately the same economic effect for the Independent Directors as if the Independent Directors had invested the deferred amounts directly in other certain BlackRock Closed-End Funds. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of the Fund. Each Fund may, however, elect to invest in common shares of other certain BlackRock Closed-End Funds selected by the Independent Directors in order to match its deferred compensation obligations. Investments to cover the Funds deferred compensation liability are included in other assets on the Statement of Assets and Liabilities. Other: Expenses that are directly related to one of the Funds are charged to that Fund. Other operating expenses are pro-rated to certain Funds on the basis of relative net assets. |
18 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Notes to Financial Statements (continued) 2. Investment Advisory Agreement and Other Transactions with Affiliates: The Fund has entered into an Investment Advisory Agreement with the Advisor to provide investment advisory and administration services. Merrill Lynch & Co., Inc. (Merrill Lynch) and The PNC Financial Services Group, Inc. are principal owners of BlackRock, Inc. The Advisor is responsible for the management of the Funds portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, the Fund pays the Advisor a monthly fee at an annual rate of 0.75% of the average daily value of the Funds net assets plus the proceeds of any outstanding borrowings used for leverage. In addition, the Advisor has entered into a separate sub-advisory agreement with BlackRock Financial Management, Inc. (BFM), an affiliate of the Advisor, under which the Advisor pays BFM for services it provides, a monthly fee that is a percentage of the management fee paid by the Fund to the Advisor. For the year ended February 29, 2008, the Fund reimbursed the Advisor $3,482 for certain accounting services, which is included in accounting services expenses in the Statement of Operations, were $3,482. Certain officers and/or directors of the Fund are officers and/or directors of BlackRock, Inc. or its affiliates. 3. Investments: Purchases and sales (including paydowns) of investments, excluding short-term securities, for the year ended February 29, 2008 were $157,610,932 and $157,997,334, respectively. 4. Capital Stock Transactions: The Fund is authorized to issue 200,000,000 shares of capital stock, par value $0.10 per share, all of which are initially classified as Common Stock. The Board is authorized, however, to classify and reclassify any unissued shares of capital stock without approval of the holders of Common Stock. Shares issued and outstanding during the years ended February 29, 2008 and February 28, 2007 remained constant. 5. Commitments: The Fund may invest in floating rate loans. In connection with these investments, the Fund may, with its Advisor, also enter into unfunded corporate loans (commitments). Commitments may obligate the Fund to furnish temporary financing to a borrower until permanent financing can be arranged. At February 29, 2008, the Fund had outstanding commitments of approximately $6,654,000. In connection with these commitments, the Fund earns a commitment fee, typically set as a percentage of the commitment amount. Such fee income, which is |
classified in the Statement of Operations as facility and other fees, is recognized ratably over the commitment period. As of February 29, 2008, the Fund had the following unfunded loan commitments: |
Value of | ||||
Unfunded | Underlying | |||
Commitment | Loan | |||
Borrower | (000) | (000) | ||
|
|
| ||
Aquila, Inc | $3,000 | $3,009 | ||
Community Health | $ 120 | $ 122 | ||
Golden Nugget, Inc | $ 182 | $ 156 | ||
Las Vegas Sands | $ 200 | $ 178 | ||
Meg Energy Corp | $ 336 | $ 303 | ||
Spanish Broadcasting System, Inc | $2,500 | $2,454 | ||
Univision Communications, Inc | $ 50 | $ 45 | ||
Vought Aircraft Industries, Inc | $ 266 | $ 244 | ||
|
|
|
6. Short-Term Borrowings: The Fund is a party to a revolving credit and security agreement funded by a commercial paper asset securitization program with Citicorp North America, Inc. (Citicorp), as Agent, certain secondary backstop lenders and certain asset securitization conduits, as lenders (the Lenders). On May 16, 2007, the agreement was renewed for one year and has a max- imum limit of $100,000,000. Under the Citicorp administered program, the conduits will fund advances to the Fund through highly rated com- mercial paper. The Fund has granted a security interest in substantially all of its assets to, and in favor of, the Lenders as security for its obliga- tions to the Lenders. The interest rate on the Fund borrowings is based on the interest rate carried by the commercial paper plus a program fee. In addition, the Fund pays a liquidity fee to the secondary backstop lenders and the agent. The weighted average annual interest rate was 5.49% for the year ended February 29, 2008. 7. Distributions to Shareholders: No provision is made for U.S. federal income taxes as it is the Funds intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended, and to make the requisite distribu- tions to their respective shareholders, which will be sufficient to relieve them from federal income and excise taxes. Reclassification: U.S. generally accepted accounting principles require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, during the current year, $237,109 has been reclassified between undistributed net investment income and accumulated net realized capital losses as a result of permanent differences attributable to foreign currency trans- actions and accounting for swap agreements. This reclassification has no effect on net assets or net asset values per share. |
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
19 |
Notes to Financial Statements (concluded) The tax character of distributions paid during the fiscal years ended February 29, 2008 and February 28, 2007 was as follows: |
2/29/2008 | 2/28/2007 | |||
|
|
|||
Distributions paid from: | ||||
Ordinary income | $ 15,779,101 | $16,114,520 | ||
|
|
|||
Total taxable distributions | $ 15,779,101 | $16,114,520 | ||
|
|
As of February 29, 2008, the components of accumulated losses on a tax basis were as follows: |
Undistributed net ordinary income | $ 2,090,101 | |
Undistributed net long-term capital gains | | |
|
||
Total net undistributed earnings | 2,090,101 | |
Capital loss carryforward | (1,519,783) | |
Net unrealized losses | (32,186,932)* | |
|
||
Total net accumulated losses | $ (31,616,614) | |
|
* | On February 29, 2008, the Fund had a net capital loss carryforward of $1,519,783, of which $203,838 expires in 2014 and $1,315,945 expires in 2015. This amount will be available to offset like amounts of any future taxable gains. |
** | The difference between book-basis and tax-basis net unrealized losses is attributa- ble primarily to the tax deferral of losses on wash sales, the difference between book and tax amortization methods for premiums and discounts on fixed income securities, book/tax differences in the accrual of income on securities in default, the realization for tax purposes of unrealized gains (losses) on certain foreign cur- rency contracts, the deferral of post-October capital losses for tax purposes and accounting for swap agreements. |
8. Subsequent Event: The Fund paid a net investment income dividend in the amount of $0.123350 per share on March 31, 2008 to shareholders of record on March 14, 2008. |
20 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of BlackRock Floating Rate Income Strategies Fund II, Inc.: We have audited the accompanying statement of assets and liabilities of BlackRock Floating Rate Income Strategies Fund II, Inc. (the Fund), including the schedule of investments as of February 29, 2008, and 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, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial high- lights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assur- ance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over finan- cial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over finan- |
cial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our pro- cedures included confirmation of securities owned as of February 29, 2008, by correspondence with the custodian and financial interme- diaries; where replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Floating Rate Income Strategies Fund II, Inc. as of February 29, 2008, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. |
Deloitte & Touche LLP Princeton, New Jersey April 29, 2008 |
Important Tax Information (Unaudited) The following information is provided with respect to the ordinary income distributions paid by BlackRock Floating Rate Income Strategies Fund II, Inc. for the fiscal year ended February 29, 2008: |
Interest-Related Dividends for Non-U.S. Residents | ||||
|
|
|||
Month(s) Paid: | March 2007 | 63.29%* | ||
April 2007 | 73.19%* | |||
May 2007 January 2008 | 85.40%* | |||
February 2008 | 66.07%* | |||
|
|
|
||
* Represents the portion of the taxable ordinary income dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations. |
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
21 |
Automatic Dividend Reinvestment Plan How the Plan Works The Fund offers a Dividend Reinvestment Plan (the Plan) under which income and capital gains dividends paid by the Fund are automatically reinvested in additional shares of Common Stock of the Fund. The Plan is administered on behalf of the shareholders by Computershare Trust Company, N.A. (the Plan Agent). Under the Plan, whenever the Fund declares a dividend, participants in the Plan will receive the equivalent in shares of Common Stock of the Fund. The Plan Agent will acquire the shares for the participants account either (i) through receipt of additional unissued but authorized shares of the Fund (newly issued shares) or (ii) by purchase of outstanding shares of Common Stock on the open market on the New York Stock Exchange or elsewhere. If, on the dividend payment date, the Funds net asset value per share is equal to or less than the market price per share plus esti- mated brokerage commissions (a condition often referred to as a mar- ket premium), the Plan Agent will invest the dividend amount in newly issued shares. If the Funds net asset value per share is greater than the market price per share (a condition often referred to as a market dis- count), the Plan Agent will invest the dividend amount by purchasing on the open market additional shares. If the Plan Agent is unable to invest the full dividend amount in open market purchases, or if the market dis- count shifts to a market premium during the purchase period, the Plan Agent will invest any uninvested portion in newly issued shares. The shares acquired are credited to each shareholders account. The amount credited is determined by dividing the dollar amount of the dividend by either (i) when the shares are newly issued, the net asset value per share on the date the shares are issued or (ii) when shares are pur- chased in the open market, the average purchase price per share. Participation in the Plan Participation in the Plan is automatic, that is, a shareholder is automatically enrolled in the Plan when he or she pur- chases shares of Common Stock of the Fund unless the shareholder specifically elects not to participate in the Plan. Shareholders who elect not to participate will receive all dividend distributions in cash. Shareholders who do not wish to participate in the Plan must advise the Plan Agent in writing (at the address set forth to the right) that they elect not to participate in the Plan. Participation in the Plan is completely vol- untary and may be terminated or resumed at any time without penalty by writing to the Plan Agent. |
Benefits of the Plan The Plan provides an easy, convenient way for shareholders to make additional, regular investments in the Fund. The Plan promotes a long-term strategy of investing at a lower cost. All shares acquired pursuant to the Plan receive voting rights. In addition, if the market price plus commissions of the Funds shares is above the net asset value, participants in the Plan will receive shares of the Fund for less than they could otherwise purchase them and with a cash value greater than the value of any cash distribution they would have received. However, there may not be enough shares available in the market to make distributions in shares at prices below the net asset value. Also, since the Fund does not redeem shares, the price on resale may be more or less than the net asset value. Plan Fees There are no enrollment fees or brokerage fees for partici- pating in the Plan. The Plan Agents service fees for handling the rein- vestment of distributions are paid for by the Fund. However, brokerage commissions may be incurred when the Fund purchases shares on the open market and shareholders will pay a pro rata share of any such commissions. Tax Implications The automatic reinvestment of dividends and distribu- tions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. Therefore, income and capital gains may still be realized even though shareholders do not receive cash. Participation in the Plan generally will not affect the tax-exempt status of exempt interest dividends paid by the Fund. If, when the Funds shares are trading at a market premium, the Fund issues shares pursuant to the Plan that have a greater fair market value than the amount of cash reinvested, it is possible that all or a por- tion of the discount from the market value (which may not exceed 5% of the fair market value of the Funds shares) could be viewed as a taxable distribution. If the discount is viewed as a taxable distribution, it is also possible that the taxable character of this discount would be allocable to all the shareholders, including shareholders who do not participate in the Plan. Thus, shareholders who do not participate in the Plan might be required to report as ordinary income a portion of their distributions equal to their allocable share of the discount. Contact Information All correspondence concerning the Plan, includ- ing any questions about the Plan, should be directed to the Plan Agent at Computershare Trust Company, N.A., .O. Box 43010, Providence, RI 02940-3010, Telephone: (800) 426-5523. |
22 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Officers and Directors | ||||||||||
Number of | ||||||||||
Length of | BlackRock- | |||||||||
Position(s) | Time | Advised Funds | ||||||||
Name, Address | Held with | Served as | and Portfolios | Public | ||||||
and Year of Birth | Fund | a Director** | Principal Occupation(s) During Past 5 Years | Overseen | Directorships | |||||
|
|
|
|
|
|
|||||
Non-Interested Directors* | ||||||||||
|
|
|
|
|
||||||
G. Nicholas Beckwith, III | Director | Since | Chairman and Chief Executive Officer, Arch Street Management, LLC | 112 Funds | None | |||||
40 East 52nd Street | 2007 | (Beckwith Family Foundation) and various Beckwith property | 109 Portfolios | |||||||
New York, NY 10022 | companies since 2005; Chairman of the Board of Directors, University | |||||||||
1945 | of Pittsburgh Medical Center since 2002; Board of Directors, Shady Side | |||||||||
Hospital Foundation since 1977; Board of Directors, Beckwith Institute | ||||||||||
for Innovation In Patient Care since 1991; Member, Advisory Council on | ||||||||||
Biology and Medicine, Brown University since 2002; Trustee, Claude | ||||||||||
Worthington Benedum Foundation (charitable foundation) since 1989; | ||||||||||
Board of Trustees, Chatham College since 1981; Board of Trustees, | ||||||||||
University of Pittsburgh since 2002; Emeritus Trustee, Shady Side | ||||||||||
Academy since 1977; Formerly Chairman and Manager, Penn West | ||||||||||
Industrial Trucks LLC (sales, rental and servicing of material handling | ||||||||||
equipment) from 2005 to 2007; Formerly Chairman, President and | ||||||||||
Chief Executive Officer, Beckwith Machinery Company (sales, rental | ||||||||||
and servicing of construction and equipment) from 1985 to 2005; | ||||||||||
Formerly Board of Directors, National Retail Properties (REIT) from | ||||||||||
2006 to 2007. | ||||||||||
|
|
|
|
|
|
|||||
Richard E. Cavanagh | Director | Since | Trustee, Aircraft Finance Trust since 1999; Director, The Guardian Life | 113 Funds | Arch Chemical | |||||
40 East 52nd Street | and | 2007 | Insurance Company of America since 1998; Chairman and Trustee, | 110 Portfolios | (chemicals and | |||||
New York, NY 10022 | Chair of the | Educational Testing Service since 1997; Director, The Fremont Group | allied products) | |||||||
1946 | Board of | since 1996; Formerly President and Chief Executive Officer of The | ||||||||
Directors | Conference Board, Inc. (global business research organization) from | |||||||||
1995 to 2007. | ||||||||||
|
|
|
|
|
|
|||||
Kent Dixon | Director | Since | Consultant/Investor since 1988. | 113 Funds | None | |||||
40 East 52nd Street | and Member | 2007 | 110 Portfolios | |||||||
New York, NY 10022 | of the Audit | |||||||||
1937 | Committee | |||||||||
|
|
|
|
|
|
|||||
Frank J. Fabozzi | Director | Since | Consultant/Editor of The Journal of Portfolio Management since 2006; | 113 Funds | None | |||||
40 East 52nd Street | and Member | 2007 | Professor in the Practice of Finance and Becton Fellow, Yale University, | 110 Portfolios | ||||||
New York, NY 10022 | of the Audit | School of Management, since 2006; Formerly Adjunct Professor of | ||||||||
1948 | Committee | Finance and Becton Fellow, Yale University from 1994 to 2006. | ||||||||
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|
|||||
Kathleen F. Feldstein | Director | Since | President of Economics Studies, Inc. (private economic consulting firm) | 113 Funds | The McClatchy | |||||
40 East 52nd Street | 2007 | since 1987; Chair, Board of Trustees, McLean Hospital since 2000; | 110 Portfolios | Company | ||||||
New York, NY 10022 | Member of the Board of Partners Community Healthcare, Inc. since | (publishing) | ||||||||
1941 | 2005; Member of the Board of Partners HealthCare since 1995; Member | |||||||||
of the Board of Sherrill House (healthcare) since 1990; Trustee, Museum | ||||||||||
of Fine Arts, Boston since 1992; Member of the Visiting Committee to | ||||||||||
the Harvard University Art Museum since 2003; Trustee, The Committee | ||||||||||
for Economic Development (research organization) since 1990; Member | ||||||||||
of the Advisory Board to the International School of Business, Brandeis | ||||||||||
University since 2002; Formerly Director of Bell South (communications) | ||||||||||
from 1998 to 2006; Formerly Director of Ionics (water purification) from | ||||||||||
1992 to 2005; Formerly Director of John Hancock Financial Services from | ||||||||||
1994 to 2003; Formerly Director of Knight Ridder (media) from 1998 | ||||||||||
to 2006. | ||||||||||
|
|
|
|
|
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
23 |
Officers and Directors (continued) | ||||||||||
Number of | ||||||||||
Length of | BlackRock- | |||||||||
Position(s) | Time | Advised Funds | ||||||||
Name, Address | Held with | Served as | and Portfolios | Public | ||||||
and Year of Birth | Fund | a Director** | Principal Occupation(s) During Past 5 Years | Overseen | Directorships | |||||
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|
|
|
|
|||||
Non-Interested Directors* (concluded) | ||||||||||
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|
|
|
|
||||||
James T. Flynn | Director, | Since | Formerly Chief Financial Officer of JP Morgan & Co., Inc. from | 112 Funds | None | |||||
40 East 52nd Street | and Member | 2007 | 1990 to 1995. | 109 Portfolios | ||||||
New York, NY 10022 | of the Audit | |||||||||
1939 | Committee | |||||||||
|
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|
|
|||||
Jerrold B. Harris | Director | Since | Trustee, Ursinus College since 2000; Director Troenmer LLC | 112 Funds | BlackRock-Kelso | |||||
40 East 52nd Street | 2007 | (scientific equipment) since 2000. | 109 Portfolios | Capital Corp. | ||||||
New York, NY 10022 | ||||||||||
1942 | ||||||||||
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|
|||||
R. Glenn Hubbard | Director | Since | Dean of Columbia Business School since 2004; Columbia faculty | 113 Funds | ADP (data and | |||||
40 East 52nd Street | 2007 | member since 1988; Formerly Co-Director of Columbia Business | 110 Portfolios | information services), | ||||||
New York, NY 10022 | Schools Entrepreneurship Program from 1997 to 2004; Visiting | KKR Financial | ||||||||
1958 | Professor at the John F. Kennedy School of Government at Harvard | Corporation (finance), | ||||||||
University and the Harvard Business School since 1985 and at the | Duke Realty | |||||||||
University of Chicago since 1994; Formerly Chairman of the U.S. | (real estate), | |||||||||
Council of Economic Advisers under the President of the United | Metropolitan Life | |||||||||
States from 2001 to 2003. | Insurance Company | |||||||||
(insurance), | ||||||||||
Information | ||||||||||
Services Group | ||||||||||
(media/technology) | ||||||||||
|
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|
|
|
|
|||||
W. Carl Kester | Director | Since | Mizuho Financial Group Professor of Finance, Harvard Business School. | 112 Funds | None | |||||
40 East 52nd Street | and Member | 2007 | Deputy Dean for Academic Affairs since 2006; Unit Head, Finance, | 109 Portfolios | ||||||
New York, NY 10022 | of the Audit | Harvard Business School, from 2005 to 2006; Senior Associate Dean | ||||||||
1951 | Committee | and Chairman of the MBA Program of Harvard Business School, from | ||||||||
1999 to 2005; Member of the faculty of Harvard Business School since | ||||||||||
1981; Independent Consultant since 1978. | ||||||||||
|
|
|
|
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|
|||||
Karen . Robards | Director | Since | Partner of Robards & Company, LLC, (financial advisory firm) since | 112 Funds | ArtiCure, Inc. | |||||
40 East 52nd Street | and | 2007 | 1987; Co-founder and Director of the Cooke Center for Learning and | 109 Portfolios | (medical devices) | |||||
New York, NY 10022 | Chair of | Development, (a not-for-profit organization) since 1987; Formerly | Care Investment | |||||||
1950 | the Audit | Director of Enable Medical Corp. from 1996 to 2005; Formerly an | Trust, Inc. | |||||||
Committee | investment banker at Morgan Stanley from 1976 to 1987. | (healthcare REIT) | ||||||||
|
|
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|
|
|
|||||
Robert S. Salomon, Jr. | Director, | Since | Formerly Principal of STI Management LLC (investment adviser) | 112 Funds | None | |||||
40 East 52nd Street | and Member | 2007 | from 1994 to 2005. | 109 Portfolios | ||||||
New York, NY 10022 | of the Audit | |||||||||
1936 | Committee | |||||||||
|
|
|
|
*Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72.
**Following the combination of Merrill Lynch Investment Managers, L. . (MLIM) and BlackRock, Inc. (BlackRock) in September 2006, the various legacy MLIM and legacy BlackRock Fund boards were realigned and consolidated into three new Fund boards in 2007. As a result, although the chart shows certain directors as joining the Funds board in 2007, those directors first became a member of the board of directors of other legacy MLIM or legacy BlackRock Funds as follows: G. Nicholas Beckwith, III since 1999; Richard E. Cavanagh since 1994; Kent Dixon since 1988; Frank J. Fabozzi since 1988; Kathleen F. Feldstein since 2005; James T. Flynn since 1996; Jerrold B. Harris since 1999; R. Glenn Hubbard since 2004; W. Carl Kester since 1998; Karen . Robards since 1998 and Robert S. Salomon, Jr. since 1996.
24 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Officers and Directors (concluded) | ||||||||||||
Number of | ||||||||||||
Length of | BlackRock- | |||||||||||
Position(s) | Time | Advised Funds | ||||||||||
Name, Address | Held with | Served as | and Portfolios | Public | ||||||||
and Year of Birth | Fund | a Director | Principal Occupation(s) During Past 5 Years | Overseen | Directorships | |||||||
|
|
|
|
|
| |||||||
Interested Directors* | ||||||||||||
|
|
|
|
|
|
| ||||||
Richard S. Davis | Director | Since | Managing Director, BlackRock, Inc. since 2005; Formerly Chief | 185 Funds | None | |||||||
40 East 52nd Street | 2007 | Executive Officer, State Street Research & Management Company | 292 Portfolios | |||||||||
New York, NY 10022 | from 2000 to 2005; Formerly Chairman of the Board of Trustees, | |||||||||||
1945 | State Street Research Mutual Funds from 2000 to 2005; Formerly | |||||||||||
Chairman, SSR Realty from 2000 to 2004. | ||||||||||||
|
|
|
|
|
|
| ||||||
Henry Gabbay | Director | Since | Consultant, BlackRock, Inc. since 2007; Formerly Managing Director, | 184 Funds | None | |||||||
40 East 52nd Street | 2007 | BlackRock, Inc. from 1989 to 2007; Formerly Chief Administrative | 291 Portfolios | |||||||||
New York, NY 10022 | Officer, BlackRock Advisors, LLC from 1998 to 2007; Formerly President | |||||||||||
1947 | of BlackRock Funds and BlackRock Bond Allocation Target Shares from | |||||||||||
2005 to 2007; Formerly Treasurer of certain closed-end funds in the | ||||||||||||
BlackRock fund complex from 1989 to 2006. | ||||||||||||
| ||||||||||||
* Messrs. Davis and Gabbay are both interested persons, as defined in the Investment Company Act of 1940, of the Fund based on their | ||||||||||||
positions with BlackRock, Inc. and its affiliates. Directors serve until their resignation, removal or death, or until December 31 of the year in | ||||||||||||
which they turn 72. | ||||||||||||
|
|
|
|
|
| |||||||
Position(s) | ||||||||||||
Name, Address | Held with | Length of | ||||||||||
and Year of Birth | Fund | Time Served | Principal Occupation(s) During Past 5 Years | |||||||||
|
|
|
|
|
| |||||||
Fund Officers* | ||||||||||||
|
|
|
|
|
|
| ||||||
Donald C. Burke | Fund | Since | Managing Director of BlackRock, Inc. since 2006; Formerly Managing Director of Merrill Lynch Investment | |||||||||
40 East 52nd Street | President | 2007 | Managers, L (MLIM) and Fund Asset Management, L (FAM) in 2006; First Vice President thereof from | |||||||||
New York, NY 10022 | and Chief | 1997 to 2005; Treasurer thereof from 1999 to 2006 and Vice President thereof from 1990 to 1997. | ||||||||||
1960 | Executive | |||||||||||
Officer | ||||||||||||
|
|
|
|
|
|
| ||||||
Anne F. Ackerley | Vice | Since | Managing Director of BlackRock, Inc. since 2000 and First Vice President and Chief Operating Officer of Mergers | |||||||||
40 East 52nd Street | President | 2007 | and Acquisitions Group from 1997 to 2000; First Vice President and Chief Operating Officer of Public Finance | |||||||||
New York, NY 10022 | Group thereof from 1995 to 1997; First Vice President of Emerging Markets Fixed Income Research of Merrill | |||||||||||
1962 | Lynch & Co., Inc. from 1994 to 1995. | |||||||||||
|
|
|
|
|
|
| ||||||
Neal J. Andrews | Chief | Since | Managing Director of BlackRock, Inc. since 2006; Formerly Senior Vice President and Line of Business Head of | |||||||||
40 East 52nd Street | Financial | 2007 | Fund Accounting and Administration at PFPC Inc. from 1992 to 2006. | |||||||||
New York, NY 10022 | Officer | |||||||||||
1966 | ||||||||||||
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|
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Jay M. Fife | Treasurer | Since | Managing Director of BlackRock, Inc. since 2007 and Director in 2006; Formerly Assistant Treasurer of the | |||||||||
40 East 52nd Street | 2007 | MLIM/FAM advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006. | ||||||||||
New York, NY 10022 | ||||||||||||
1970 | ||||||||||||
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Brian P. Kindelan | Chief | Since | Chief Compliance Officer of the Funds since 2007; Managing Director and Senior Counsel thereof since 2005; | |||||||||
40 East 52nd Street | Compliance | 2007 | Director and Senior Counsel of BlackRock Advisors, Inc. from 2001 to 2004 and Vice President and Senior | |||||||||
New York, NY 10022 | Officer | Counsel thereof from 1998 to 2000; Senior Counsel of The PNC Bank Corp. from 1995 to 1998. | ||||||||||
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Howard Surloff | Secretary | Since | Managing Director of BlackRock, Inc. and General Counsel of U.S. Funds at BlackRock, Inc. since 2006; Formerly | |||||||||
40 East 52nd Street | 2007 | General Counsel (U.S.) of Goldman Sachs Asset Management, L from 1993 to 2006. | ||||||||||
New York, NY 10022 | ||||||||||||
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* Officers of the Fund serve at the pleasure of the Board of Directors. | ||||||||||||
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Custodian | Transfer Agent | Accounting Agent | Independent Registered Public | Legal Counsel | ||||||||
State Street Bank and | Computershare Trust | State Street Bank and | Accounting Firm | Skadden, Arps, Slate, | ||||||||
Trust Co. | Company N.A. | Trust Company | Deloitte & Touche LLP | Meagher & Flom LLP | ||||||||
Boston MA 02101 | Providence, RI 02940 | Princeton, NJ 08540 | Princeton, NJ 08540 | New York, NY 10036 | ||||||||
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BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
25 |
Additional Information Fund Certification The Fund listed for trading on the New York Stock Exchange (NYSE) has filed wih the NYSE its annual chief executive officer certification regarding compliance with the NYSEs listing standards. The Fund filed with the |
Securities and Exchange Commission (SEC) the certification of its chief executive officer and chief financial officer required by section 302 of the Sarbanes-Oxley Act. |
Availability of Quarterly Schedule of Investments The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the SECs website at http://www.sec.gov and may also be reviewed and copied at the SECs Public Reference |
Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The Funds Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762. |
Electronic Delivery Electronic copies of most financial reports are available on the Funds website or shareholders can sign up for e-mail notifications of quarterly statements, and annual and semi-annual reports by enrolling in the Funds electronic delivery program. |
Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages: Please contact your financial advisor to enroll. Please note that not all investment advisors, banks or brokerages may offer this service. |
General Information |
The Fund does not make available copies of its Statements of Additional Information because the Funds shares are not continuously offered, which means that the Statement of Additional Information of the Fund has not been updated after completion of the Funds offering and the information contained in the Funds Statement of Additional Information may have become outdated. The Fund will mail only one copy of shareholder documents, including annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called householding and it 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 other- wise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact the Fund at (800 441-7762). |
During the period, there were no material changes in the Funds invest- ment objective or policies or to the Funds character or by-laws that were not approved by the shareholders or in the principal risk factors associ- ated with investment in the Fund. There have been no changes in the persons who are primarily responsible for the day-to-day management of the Funds portfolios. Quarterly performance, semi-annual and annual reports and other infor- mation regarding the Fund may be found on BlackRocks website, which can be accessed at http://www.blackrock.com. This reference to BlackRocks website is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate BlackRocks website into this report. |
26 BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC. FEBRUARY 29, 2008
Additional Information (concluded) 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 infor- mation 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 appli- cations, forms or other documents; (ii) information about your transac- tions 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. |
BLACKROCK FLOATING RATE INCOME STRATEGIES FUND II, INC.
FEBRUARY 29, 2008 |
27 |
This report is transmitted to the shareholders only. It is not a prospectus. Past performance results shown in this report should not be considered a representation of future performance. The Fund leverages its Common Stock, which creates risk for Common Stock shareholders, including the likelihood of greater volatility of net asset value and market price of Common Stock shares, and the risk that fluctuations in short-term interest rates may reduce the Common Stocks yield. Statements and other information herein are as dated and are subject to change. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free (800) 441-7762; (2) at www.blackrock.com; and (3) on the Securities and Exchange Commissions website at http://www.sec.gov. Information about how the Fund voted proxies relating to securities held in the Funds portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at www.blackrock.com or by calling (800) 441-7762 and (2) on the Securities and Exchange Commissions website at http://www.sec.gov. BlackRock Floating Rate Income Strategies Fund II, Inc. 100 Bellevue Parkway Wilmington, DE 19809 |
#FRIS2-2/08 |
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 registrant's principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. During the period covered by this report, there have been no amendments to or waivers granted under the code of ethics. A copy of the code of ethics is available without charge at www.blackrock.com. Item 3 Audit Committee Financial Expert The registrant's board of directors or trustees, as applicable (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: Kent Dixon (term began effective November 1, 2007) Frank J. Fabozzi (term began effective November 1, 2007) James T. Flynn (term began effective November 1, 2007) Ronald W. Forbes (term ended effective November 1, 2007) W. Carl Kester (term began effective November 1, 2007) Karen P. Robards (term began effective November 1, 2007) Robert S. Salomon, Jr. (term began effective November 1, 2007) Richard R. West (term ended effective November 1, 2007) The registrant's board of directors has determined that W. Carl Kester and Karen P. Robards qualify as financial experts pursuant to Item 3(c)(4) of Form N-CSR. Prof. Kester has a thorough understanding of generally accepted accounting principles, financial statements and internal control over financial reporting as well as audit committee functions. Prof. Kester has been involved in providing valuation and other financial consulting services to corporate clients since 1978. Prof. Kesters financial consulting services present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrants financial statements. 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 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. |
Item 4 Principal Accountant Fees and Services | ||||||||||||||||
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(a) Audit Fees | (b) Audit-Related Fees1 | (c) Tax Fees2 | (d) All Other Fees3 | |||||||||||||
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Current | Previous | Current | Previous | Current | Previous | Current | Previous | |||||||||
Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | Fiscal Year | |||||||||
Entity Name | End | End | End | End | End | End | End | End | ||||||||
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Rate Income | ||||||||||||||||
Strategies Fund II, | $46,300 | $40,200 | $0 | $8,000 | $6,100 | $6,100 | $1,049 | $0 | ||||||||
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1 The nature of the services include assurance and related services reasonably related to the performance of the audit of financial statements not included in Audit Fees. 2 The nature of the services include tax compliance, tax advice and tax planning. 3 The nature of the services include a review of compliance procedures and attestation thereto. |
(e)(1) Audit Committee Pre-Approval Policies and Procedures: The registrants audit committee (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 registrants 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 operation 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 for all of the registrants the Committee oversees. 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 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 one or more of its members 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 audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not Applicable |
(g) Affiliates Aggregate Non-Audit Fees: | ||||
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Current Fiscal Year | Previous Fiscal Year | |||
Entity Name | End | End | ||
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BlackRock Floating Rate | ||||
Income Strategies Fund II, Inc. | $294,649 | $3,047,017 | ||
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(h) The registrants audit committee has considered and determined that the provision of non-audit services that were rendered to the registrants investment adviser (not including any non-affiliated sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by the registrants investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant 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. Regulation S-X Rule 2-01(c)(7)(ii) $287,500, 0% Item 5 Audit Committee of Listed Registrants The following individuals are members of the registrants separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)): Kent Dixon (term began effective November 1, 2007) Frank J. Fabozzi (term began effective November 1, 2007) James T. Flynn (term began effective November 1, 2007) Ronald W. Forbes (term ended effective November 1, 2007) W. Carl Kester (term began effective November 1, 2007) Cynthia A. Montgomery (term ended effective November 1, 2007) Jean Margo Reid (term ended effective November 1, 2007) Karen P. Robards (term began effective November 1, 2007) Robert S. Salomon, Jr. (term began effective November 1, 2007) Roscoe S. Suddarth (not reappointed to audit committee effective November 1, 2007; retired effective December 31, 2007) Richard R. West (term ended effective November 1, 2007) Item 6 Schedule of Investments The registrants Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form Item 7 Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies The registrant has delegated the voting of proxies relating to Fund portfolio securities to its investment adviser, BlackRock Advisors, LLC and its sub-adviser, as applicable. The Proxy Voting Policies and Procedures of the adviser and sub-adviser are attached hereto as Exhibit 99.PROXYPOL. Information about how the Fund voted proxies relating to securities held in the Funds portfolio during the most recent 12 month period ended June 30 is available without charge (1) at www.blackrock.com and (2) on the Commissions web site at http://www.sec.gov. Item 8 Portfolio Managers of Closed-End Management Investment Companies as of February 29, 2008. |
(a)(1) BlackRock Floating Rate Strategies II, Inc. is managed by a team of investment professionals comprised of Mark J. Williams, Managing Director at BlackRock and Kevin J. Booth, CFA, Managing Director at BlackRock. Each is a member of BlackRocks fixed income portfolio management group. Mr. Williams is responsible for setting overall investment strategy and overseeing management of the Fund. Mr. Booth is responsible for the day-to-day management of the Funds portfolio and the selection of its investments. Messrs. Booth and Williams have been members of the Funds management team since 2006. Mr. Williams is the head of BlackRocks bank loan group and a member of the Investment Strategy Group. His primary responsibility is originating and evaluating bank loan investments for the firm's collateralized bond obligations. He is also involved in the evaluation and sourcing of mezzanine investments. Prior to joining BlackRock in 1998, Mr. Williams spent eight years with PNC Bank's New York office and was a founding member of the bank's Leveraged Finance Group. In that capacity he was responsible for structuring proprietary middle market leveraged deals and sourcing and evaluating broadly syndicated leveraged loans in the primary and secondary markets for PNC Bank's investment portfolio. From 1984 until 1990, Mr. Williams worked in PNC Bank's Philadelphia office in a variety of marketing and corporate finance positions. Kevin Booth is co-head of the high yield team within BlackRocks Fixed Income Portfolio Management Group. His primary responsibilities are managing portfolios and directing investment strategy. He specializes in hybrid high yield portfolios, consisting of leveraged bank loans, high yield bonds, and distressed obligations. Prior to joining BlackRock, Mr. Booth was a Managing Director (Global Fixed Income) of Merrill Lynch Investment Managers (MLIM) in 2006, a Director from 1998 to 2006 and was a Vice President of MLIM from 1991 to 1998. He has been a portfolio manager with BlackRock or MLIM since 1992, and was a member of MLIMs bank loan group from 2000 to 2006. (a)(2) As of February 29, 2008: |
(iii) Number of Other Accounts and | ||||||||||||
(ii) Number of Other Accounts Managed | Assets for Which Advisory Fee is | |||||||||||
and Assets by Account Type | Performance-Based | |||||||||||
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Other | Other | |||||||||||
(i) Name of | Registered | Other Pooled | Registered | Other Pooled | ||||||||
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Manager | Companies | Vehicles | Accounts | Companies | Vehicles | Accounts | ||||||
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Mark Williams | 10 | 18 | 1 | 0 | 13 | 0 | ||||||
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$4.01 Billion | $6.39 Billion | $142.6 Million | $0 | $5.04 Billion | $0 | |||||||
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Kevin Booth | 24 | 11 | 8 | 0 | 4 | 3 | ||||||
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$10.5 Billion | $4.11 Billion | $1.94 Billion | $0 | $2.14 Billion | $408.7 Million | |||||||
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(iv) Potential Material Conflicts of Interest BlackRock, Inc. and its affiliates (collectively, herein 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, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member 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 BlackRocks (or its affiliates) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possesses material non- public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Fund. In this connection, it should be noted that certain portfolio managers, including Messrs. Booth and Williams, currently manage certain accounts that are subject to performance fees. In addition, certain portfolio managers may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees. 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 has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve 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. (a)(3) As of February 29, 2008: Portfolio Manager Compensation Overview 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 such as its Long-Term Retention and Incentive Plan and Restricted Stock Program. Base compensation. Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities. 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 seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. BlackRocks Chief Investment Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks include the following: |
Portfolio Manager | Applicable Benchmarks | |
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Kevin Booth | A combination of market-based indices (e.g., The Lehman Brothers | |
U.S. Corporate High Yield 2% Issuer Cap Index), certain | ||
customized indices and certain fund industry peer groups. | ||
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Mark Williams | A combination of market-based indices (e.g., Credit Suisse | |
Leveraged Loan Index, LIBOR), certain customized indices and | ||
certain fund industry peer groups. | ||
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BlackRocks Chief Investment Officers make a subjective determination with respect to the portfolio managers compensation based on the performance of the funds and other accounts managed by each portfolio manager relative to the various benchmarks noted above. Performance is measured on both a pre-tax and after-tax basis over various time periods including 1, 3, 5 and 10-year periods, as applicable. Distribution of Discretionary Incentive Compensation Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year at risk based on the Companys ability to sustain and improve its performance over future periods. Other compensation benefits. In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following: Long-Term Retention and Incentive Plan (LTIP) The LTIP is a long-term incentive plan that seeks to reward certain key employees. Prior to 2006, the plan provided for the grant of awards that were expressed as an amount of cash that, if properly vested and subject to the attainment of certain performance goals, will be settled in cash and/or in BlackRock, Inc. common stock. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain performance goals, will be settled in BlackRock, Inc. common stock. Each portfolio manager has received awards under the LTIP. |
Deferred Compensation Program A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firms investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among various options, including to certain of the firms hedge funds and other proprietary mutual funds. Each portfolio manager has participated in the deferred compensation program. Options and Restricted Stock Awards A portion of the annual compensation of certain employees is mandatorily deferred into BlackRock restricted stock units. Prior to the mandatory deferral into restricted stock units, the Company granted stock options to key employees, including certain portfolio managers who may still hold unexercised or unvested options. BlackRock, Inc. also granted restricted stock awards designed to reward certain key employees as an incentive to contribute to the long-term success of BlackRock. These awards vest over a period of years. Mr. Williams has been granted stock options and/or restricted stock in prior years. Incentive Savings Plans BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock 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 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BlackRock has positive net operating income. The RSP offers a range of investment options, including registered investment companies managed by the firm. Company contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio. The ESPP allows for investment in BlackRock 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 or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans. (a)(4) Beneficial Ownership of Securities. As of February 29, 2008, the portfolio managers beneficially owned stock issued by the Fund in the ranges set forth below: |
Portfolio Manager | Dollar Range | |
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Kevin Booth | $10,001 to $50,000 | |
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Mark Williams | None | |
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Item 9 Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not Applicable due to no such purchases during the period covered by this report. Item 10 Submission of Matters to a Vote of Security Holders The registrants Nominating and Governance Committee will consider nominees to the Board recommended by shareholders when a vacancy becomes available. Shareholders who wish to recommend a nominee should send nominations which include biographical information and set forth the qualifications of the proposed nominee to the registrants Secretary. There have been no material changes to these procedures. Item 11 Controls and Procedures |
11(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. 11(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 second fiscal quarter of 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 Exhibits attached hereto 12(a)(1) Code of Ethics See Item 2 12(a)(2) Certifications Attached hereto 12(a)(3) Not Applicable 12(b) Certifications Attached hereto |
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 II, Inc. By: /s/ Donald C. Burke Donald C. Burke Chief Executive Officer of BlackRock Floating Rate Income Strategies Fund II, Inc. Date: April 23, 2008 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/ Donald C. Burke Donald C. Burke Chief Executive Officer (principal executive officer) of BlackRock Floating Rate Income Strategies Fund II, Inc. Date: April 23, 2008 By: /s/ Neal J. Andrews Neal J. Andrews Chief Financial Officer (principal financial officer) of BlackRock Floating Rate Income Strategies Fund II, Inc. Date: April 23, 2008 |
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, Donald C. Burke, Chief Executive Officer (principal executive officer) of BlackRock Floating Rate Income Strategies Fund II, Inc., certify that: 1. I have reviewed this report on Form N-CSR of BlackRock Floating Rate Income Strategies Fund II, 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 second fiscal quarter of 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 committees 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: April 23, 2008 /s/ Donald C. Burke Donald C. Burke Chief Executive Officer (principal executive officer) of BlackRock Floating Rate Income Strategies Fund II, 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 II, Inc., certify that: 1. I have reviewed this report on Form N-CSR of BlackRock Floating Rate Income Strategies Fund II, 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 second fiscal quarter of 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 committees 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: April 23, 2008 |
/s/ Neal J. Andrews Neal J. Andrews Chief Financial Officer (principal financial officer) of BlackRock Floating Rate Income Strategies Fund II, Inc |
Exhibit 99.1350CERT Certification Pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes Oxley Act Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Floating Rate Income Strategies Fund II, Inc. (the Registrant), hereby certifies, to the best of his knowledge, that the Registrants Report on Form N-CSR for the period ended February 29, 2008, (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: April 23, 2008 /s/ Donald C. Burke Donald C. Burke Chief Executive Officer (principal executive officer) of BlackRock Floating Rate Income Strategies Fund II, Inc. Pursuant to 18 U.S.C. § 1350, the undersigned officer of BlackRock Floating Rate Income Strategies Fund II, Inc. (the Registrant), hereby certifies, to the best of his knowledge, that the Registrants Report on Form N-CSR for the period ended February 29, 2008, (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: April 23, 2008 /s/ Neal J. Andrews Neal J. Andrews Chief Financial Officer (principal financial officer) of BlackRock Floating Rate Income Strategies Fund II, 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. Section 1350 and is not being filed as part of the Form N-CSR with the Securities and Exchange Commission. |
Proxy Voting Policies and Procedures For BlackRock Advisors, LLC And Its Affiliated SEC Registered Investment Advisers Amended and Restated March 5, 2008 |
Table of Contents |
Page |
Introduction Scope of Committee Responsibilities Special Circumstances Voting Guidelines Boards of Directors Auditors Compensation and Benefits Capital Structure Corporate Charter and By-Laws Corporate Meetings Investment Companies Environmental and Social Issues Notice to Clients |
Proxy Voting Policies and Procedures These Proxy Voting Policies and Procedures (Policy) for BlackRock Advisors, LLC and its affiliated U.S. registered investment advisers1 (BlackRock), which were effective October 1, 2006 and Amended and Restated March 5, 2008, reflect our duty as a fiduciary under the Investment Advisers Act of 1940 (the Advisers Act) to vote proxies in the best interests of our clients. BlackRock serves as the investment manager for investment companies, other commingled investment vehicles and/or separate accounts of institutional and other clients. The right to vote proxies for securities held in such accounts belongs to BlackRocks clients. Certain clients of BlackRock have retained the right to vote such proxies in general or in specific circumstances.2 Other clients, however, have delegated to BlackRock the right to vote proxies for securities held in their accounts as part of BlackRocks authority to manage, acquire and dispose of account assets. When BlackRock votes proxies for a client that has delegated to BlackRock proxy voting authority, BlackRock acts as the clients agent. Under the Advisers Act, an investment adviser is a fiduciary that owes each of its clients a duty of care and loyalty with respect to all services the adviser undertakes on the clients behalf, including proxy voting. BlackRock is therefore subject to a fiduciary duty to vote proxies in a manner BlackRock believes is consistent with the clients best interests,3 whether or not the clients proxy voting is subject to the fiduciary standards of the Employee Retirement Income Security Act of 1974 (ERISA).4 When voting proxies for client accounts (including investment companies), BlackRocks primary objective is to make voting decisions solely in the best interests of clients and ERISA clients plan beneficiaries and participants. In fulfilling its obligations to clients, BlackRock will seek to act in a manner that it believes is most likely to enhance the economic value of the underlying securities held in client accounts.5 It is imperative that BlackRock considers the interests of its clients, and not the interests of BlackRock, when voting proxies and that real (or 1 The Policy does not apply to BlackRock Asset Management U.K. Limited and BlackRock Investment Managers International Limited, which are U.S. registered investment advisers based in the United Kingdom. 2 In certain situations, a client may direct BlackRock to vote in accordance with the clients proxy voting policies. In these situations, BlackRock will seek to comply with such policies to the extent it would not be inconsistent with other BlackRock legal responsibilities. 3 Letter from Harvey L. Pitt, Chairman, SEC, to John P.M. Higgins, President, Ram Trust Services (February 12, 2002) (Section 206 of the Investment Advisers Act imposes a fiduciary responsibility to vote proxies fairly and in the best interests of clients); SEC Release No. IA-2106 (February 3, 2003). 4 DOL Interpretative Bulletin of Sections 402, 403 and 404 of ERISA at 29 C.F.R. 2509.94 - -2 5 Other considerations, such as social, labor, environmental or other policies, may be of interest to particular clients. While BlackRock is cognizant of the importance of such considerations, when voting proxies it will generally take such matters into account only to the extent that they have a direct bearing on the economic value of the underlying securities. To the extent that a BlackRock client desires to pursue a particular social, labor, environmental or other agenda through the proxy votes made for its securities held through BlackRock as investment adviser, BlackRock encourages the client to consider retaining direct proxy voting authority or to appoint independently a special proxy voting fiduciary other than BlackRock. |
perceived) material conflicts that may arise between BlackRocks interest and those of BlackRocks clients are properly addressed and resolved. Advisers Act Rule 206(4)-6 was adopted by the SEC in 2003 and requires, among other things, that an investment adviser that exercises voting authority over clients proxy voting adopt policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interests of clients, discloses to its clients information about those policies and procedures and also discloses to clients how they may obtain information on how the adviser has voted their proxies. In light of such fiduciary duties, the requirements of Rule 206(4)-6, and given the complexity of the issues that may be raised in connection with proxy votes, BlackRock has adopted these policies and procedures. BlackRocks Equity Investment Policy Oversight Committee, or a sub-committee thereof (the Committee), addresses proxy voting issues on behalf of BlackRock and its clients.6 The Committee is comprised of senior members of BlackRocks Portfolio Management Group and advised by BlackRocks Legal and Compliance Department. 6 Subject to the Proxy Voting Policies of Merrill Lynch Bank & Trust Company FSB, the Committee may also function jointly as the Proxy Voting Committee for Merrill Lynch Bank & Trust Company FSB trust accounts managed by personnel dually-employed by BlackRock. |
I. Scope of Committee Responsibilities The Committee shall have the responsibility for determining how to address proxy votes made on behalf of all BlackRock clients, except for clients who have retained the right to vote their own proxies, either generally or on any specific matter. In so doing, the Committee shall seek to ensure that proxy votes are made in the best interests of clients, and that proxy votes are determined in a manner free from unwarranted or inappropriate influences. The Committee shall also oversee the overall administration of proxy voting for BlackRock accounts.7 The Committee shall establish BlackRocks proxy voting guidelines, with such advice, participation and research as the Committee deems appropriate from portfolio managers, proxy voting services or other knowledgeable interested parties. As it is anticipated that there will not necessarily be a right way to vote proxies on any given issue applicable to all facts and circumstances, the Committee shall also be responsible for determining how the proxy voting guidelines will be applied to specific proxy votes, in light of each issuers unique structure, management, strategic options and, in certain circumstances, probable economic and other anticipated consequences of alternative actions. In so doing, the Committee may determine to vote a particular proxy in a manner contrary to its generally stated guidelines. The Committee may determine that the subject matter of certain proxy issues are not suitable for general voting guidelines and requires a case-by-case determination, in which case the Committee may elect not to adopt a specific voting guideline applicable to such issues. BlackRock believes that certain proxy voting issues such as approval of mergers and other significant corporate transactions require investment analysis akin to investment decisions, and are therefore not suitable for general guidelines. The Committee may elect to adopt a common BlackRock position on certain proxy votes that are akin to investment decisions, or determine to permit portfolio managers to make individual decisions on how best to maximize economic value for the accounts for which they are responsible (similar to normal buy/sell investment decisions made by such portfolio managers).8 While it is expected that BlackRock, as a fiduciary, will generally seek to vote proxies over which BlackRock exercises voting authority in a uniform manner for all BlackRock clients, the Committee, in conjunction with the portfolio manager of an account, may determine that the specific circumstances of such account require that such accounts proxies be voted differently due to such accounts investment objective or other factors that differentiate it from other accounts. In addition, on proxy votes that are akin 7 The Committee may delegate day-to-day administrative responsibilities to other BlackRock personnel and/or outside service providers, as appropriate. 8 The Committee will normally defer to portfolio managers on proxy votes that are akin to investment decisions except for proxy votes that involve a material conflict of interest, in which case it will determine, in its discretion, the appropriate voting process so as to address such conflict. |
to investment decisions, BlackRock believes portfolio managers may from time to time legitimately reach differing but equally valid views, as fiduciaries for BlackRocks clients, on how best to maximize economic value in respect of a particular investment. The Committee will also be responsible for ensuring the maintenance of records of each proxy vote, as required by Advisers Act Rule 204-2.9 All records will be maintained in accordance with applicable law. Except as may be required by applicable legal requirements, or as otherwise set forth herein, the Committees determinations and records shall be treated as proprietary, nonpublic and confidential. The Committee shall be assisted by other BlackRock personnel, as may be appropriate. In particular, the Committee has delegated to the BlackRock Operations Department responsibility for monitoring corporate actions and ensuring that proxy votes are submitted in a timely fashion. The Operations Department shall ensure that proxy voting issues are promptly brought to the Committees attention and that the Committees proxy voting decisions are appropriately disseminated and implemented. To assist BlackRock in voting proxies, the Committee may retain the services of a firm providing such services. BlackRock has currently retained Institutional Shareholder Services (ISS) in that role. ISS is an independent adviser that specializes in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided to BlackRock may include, but are not limited to, in-depth research, voting recommendations (which the Committee is not obligated to follow), vote execution, and recordkeeping. 9 The Committee may delegate the actual maintenance of such records to an outside service provider. Currently, the Committee has delegated the maintenance of such records to Institutional Shareholder Services. |
II. Special Circumstances Routine Consents. BlackRock may be asked from time to time to consent to an amendment to, or grant a waiver under, a loan agreement, partnership agreement, indenture or other governing document of a specific financial instrument held by BlackRock clients. BlackRock will generally treat such requests for consents not as proxies subject to these Proxy Voting Policies and Procedures but as investment matters to be dealt with by the responsible BlackRock investment professionals would, provided that such consents (i) do not relate to the election of a board of directors or appointment of auditors of a public company, and (ii) either (A) would not otherwise materially affect the structure, management or control of a public company, or (B) relate to a company in which BlackRock clients hold only interests in bank loans or debt securities and are consistent with customary standards and practices for such instruments. Securities on Loan. Registered investment companies that are advised by BlackRock as well as certain of our advisory clients may participate in securities lending programs. Under most securities lending arrangements, securities on loan may not be voted by the lender (unless the loan is recalled). BlackRock believes that each client has the right to determine whether participating in a securities lending program enhances returns, to contract with the securities lending agent of its choice and to structure a securities lending program, through its lending agent, that balances any tension between loaning and voting securities in a matter that satisfies such client. If client has decided to participate in a securities lending program, BlackRock will therefore defer to the clients determination and not attempt to seek recalls solely for the purpose of voting routine proxies as this could impact the returns received from securities lending and make the client a less desirable lender in a marketplace. Where a client retains a lending agent that is unaffiliated with BlackRock, BlackRock will generally not seek to vote proxies relating to securities on loan because BlackRock does not have a contractual right to recall such loaned securities for the purpose of voting proxies. Where BlackRock or an affiliate acts as the lending agent, BlackRock will also generally not seek to recall loaned securities for proxy voting purposes, unless the portfolio manager responsible for the account or the Committee determines that voting the proxy is in the clients best interest and requests that the security be recalled. Voting Proxies for Non-US Companies. While the proxy voting process is well established in the United States, voting proxies of non-US companies frequently 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) shareblocking (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, and (vi) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions. |
As a consequence, BlackRock votes proxies of non-US companies only on a best-efforts basis. In addition, the Committee may determine that it is generally in the best interests of BlackRock clients not to vote proxies of companies in certain countries if the Committee determines that the costs (including but not limited to opportunity costs associated with shareblocking constraints) associated with exercising a vote generally are expected to outweigh the benefit the client will derive by voting on the issuers proposal. If the Committee so determines in the case of a particular country, the Committee (upon advice from BlackRock portfolio managers) may override such determination with respect to a particular issuers shareholder meeting if the Committee believes the benefits of seeking to exercise a vote at such meeting outweighs the costs, in which case BlackRock will seek to vote on a best-efforts basis. |
Securities Sold After Record Date. With respect to votes in connection with securities held on a particular record date but sold from a client account prior to the holding of the related meeting, BlackRock may take no action on proposals to be voted on in such meeting. Conflicts of Interest. From time to time, BlackRock may be required to vote proxies in respect of an issuer that is an affiliate of BlackRock (a BlackRock Affiliate), or a money management or other client of BlackRock (a BlackRock Client).10 In such event, provided that the Committee is aware of the real or potential conflict, the following procedures shall apply: |
§ The Committee intends to adhere to the voting guidelines set forth herein for all proxy issues including matters involving BlackRock Affiliates and BlackRock Clients. If, however, the matter to be voted on represents a non- routine matter that is material to a BlackRock Affiliate or a BlackRock Client and the 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 Committee may, in its discretion for the purposes of ensuring that an independent determination is reached, retain an independent fiduciary to advise the Committee on how to vote or to cast votes on behalf of BlackRocks clients; and § if the Committee determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Committee shall determine how to vote the proxy after consulting with the BlackRock Legal and Compliance Department and concluding that the vote cast is in the clients best interest notwithstanding the conflict. |
10 Such issuers may include investment companies for which BlackRock provides investment advisory,
administrative and/or other services. |
III. Voting Guidelines The Committee has determined that it is appropriate and in the best interests of BlackRocks clients to adopt the following voting guidelines, which represent the Committees usual voting position on certain recurring proxy issues that are not expected to involve unusual circumstances. With respect to any particular proxy issue, however, the Committee may elect to vote differently than a voting guideline if the Committee determines that doing so is, in the Committees judgment, in the best interest of its clients. The guidelines may be reviewed at any time upon the request of any Committee member and may be amended or deleted upon the vote of a majority of voting Committee members present at a Committee meeting for which there is a quorum. |
A. Boards of Directors These proposals concern those issues submitted to shareholders relating to the composition of the Board of Directors of companies other than investment companies. As a general matter, the Committee believes that a companys Board of Directors (rather than shareholders) is most likely to have access to important, nonpublic information regarding a companys business and prospects, and is therefore best-positioned to set corporate policy and oversee management. The Committee therefore believes that the foundation of good corporate governance is the election of qualified, independent corporate directors who are likely to diligently represent the interests of shareholders and oversee management of the corporation in a manner that will seek to maximize shareholder value over time. In individual cases, the Committee may look at a Director nominees history of representing shareholder interests as a director of other companies, or other factors to the extent the Committee deems relevant. The Committees general policy is to vote: |
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VOTE and DESCRIPTION | ||||
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A.1 | FOR nominees for director of United States companies in | |||
uncontested elections, except for nominees who | ||||
§ | have missed at least two meetings and, as a result, | |||
attended less than 75% of meetings of the Board of | ||||
Directors and its committees the previous year, unless the | ||||
nominee missed the meeting(s) due to illness or company | ||||
business | ||||
§ | voted to implement or renew a dead-hand poison pill | |||
§ | ignored a shareholder proposal that was approved by | |||
either a majority of the shares outstanding in any year or | ||||
by the majority of votes cast for two consecutive years | ||||
§ | failed to act on takeover offers where the majority of the | |||
shareholders have tendered their shares | ||||
§ | are corporate insiders who serve on the audit, | |||
compensation or nominating committees or on a full | ||||
Board that does not have such committees composed | ||||
exclusively of independent directors | ||||
§ | on a case-by-case basis, have served as directors of other | |||
companies with allegedly poor corporate governance | ||||
§ | sit on more than six boards of public companies | |||
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A.2 | FOR nominees for directors of non-U.S. companies in uncontested | |||
elections, except for nominees from whom the Committee | ||||
determines to withhold votes due to the nominees poor records of | ||||
representing shareholder interests, on a case-by-case basis | ||||
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A.3 | FOR proposals to declassify Boards of Directors, except where | |||
there exists a legitimate purpose for classifying boards | ||||
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A.4 | AGAINST proposals to classify Boards of Directors, except where | |||
there exists a legitimate purpose for classifying boards | ||||
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A.5 | AGAINST proposals supporting cumulative voting | |
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A.6 | FOR proposals eliminating cumulative voting | |
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A.7 | FOR proposals supporting confidential voting | |
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A.8 | FOR proposals seeking election of supervisory board members | |
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A.9 | AGAINST shareholder proposals seeking additional | |
representation of women and/or minorities generally (i.e., not | ||
specific individuals) to a Board of Directors | ||
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A.10 | AGAINST shareholder proposals for term limits for directors | |
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A.11 | FOR shareholder proposals to establish a mandatory retirement | |
age for directors who attain the age of 72 or older | ||
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A.12 | AGAINST shareholder proposals requiring directors to own a | |
minimum amount of company stock | ||
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A.13 | FOR proposals requiring a majority of independent directors on a | |
Board of Directors | ||
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A.14 | FOR proposals to allow a Board of Directors to delegate powers to | |
a committee or committees | ||
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A.15 | FOR proposals to require audit, compensation and/or nominating | |
committees of a Board of Directors to consist exclusively of | ||
independent directors | ||
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A.16 | AGAINST shareholder proposals seeking to prohibit a single | |
person from occupying the roles of chairman and chief executive | ||
officer | ||
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A.17 | FOR proposals to elect account inspectors | |
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A.18 | FOR proposals to fix the membership of a Board of Directors at a | |
specified size | ||
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A.19 | FOR proposals permitting shareholder ability to nominate | |
directors directly | ||
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A.20 | AGAINST proposals to eliminate shareholder ability to nominate | |
directors directly | ||
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A.21 | FOR proposals permitting shareholder ability to remove directors | |
directly | ||
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A.22 | AGAINST proposals to eliminate shareholder ability to remove | |
directors directly | ||
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A.23 | FOR shareholder proposals requiring the position of chair be filled | |
by an independent director unless there are compelling reasons to | ||
recommend against the proposal, such as a counterbalancing | ||
governance structure | ||
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A.24 | FOR precatory and binding resolutions requesting that the board | |
change the companys by-laws to stipulate that directors need to | ||
be elected with an affirmative majority of votes cast, provided it | ||
does not conflict with the state law where the company is | ||
incorporated. Binding resolutions need to allow for a carve-out for | ||
a plurality vote standard when there are more nominees than board | ||
seats | ||
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A.25 | AGAINST shareholder proposals requiring two candidates per | |
board seat | ||
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A.26 | AGAINST proposals to eliminate entirely directors and officers | |
liability for monetary damages for violating the duty of care | ||
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A.27 | AGAINST indemnification proposals that would expand coverage | |
beyond just legal expenses to liability for acts, such as negligence, | ||
that are more serious violations of fiduciary obligation than mere | ||
carelessness | ||
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A.28 | AGAINST proposals that would expand the scope of | |
indemnification to provide for mandatory indemnification of | ||
company officials in connection with acts that previously the | ||
company was permitted to provide indemnification for at the | ||
discretion of the company's board (i.e. "permissive | ||
indemnification"), but that previously the company was not | ||
required to indemnify | ||
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A.29 | FOR only those proposals providing such expanded coverage in | |
cases when a directors or officers legal defense was unsuccessful | ||
if both of the following apply: | ||
If the director was found to have acted in good faith and in a | ||
manner that he or she reasonably believed was in the best interests | ||
of the company; and | ||
If only the directors legal expenses would be covered | ||
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A.30 | AGAINST proposals that provide that directors may be removed | |
only for cause | ||
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A.31 | FOR proposals to restore shareholders ability to remove directors | |
with or without cause | ||
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A.32 | AGAINST proposals that provide that only continuing directors | |
may elect replacements to fill board vacancies | ||
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A.33 | FOR proposals that permit shareholders to elect directors to fill | |
board vacancies, provided that it is understood that investment | ||
company directors may fill Board vacancies as permitted by the | ||
Investment Company Act of 1940, as amended |
B. Auditors These proposals concern those issues submitted to shareholders related to the selection of auditors. As a general matter, the Committee believes that corporate auditors have a responsibility to represent the interests of shareholders and provide an independent view on the propriety of financial reporting decisions of corporate management. While the Committee will generally defer to a corporations choice of auditor, in individual cases, the Committee may look at an auditors history of representing shareholder interests as auditor of other companies, to the extent the Committee deems relevant. The Committees general policy is to vote: |
B.1 | FOR approval of independent auditors, except for | |||
§ | auditors that have a financial interest in, or material | |||
association with, the company they are auditing, and are | ||||
therefore believed by the Committee not to be independent | ||||
§ | auditors who have rendered an opinion to any company which | |||
in the Committees opinion is either not consistent with best | ||||
accounting practices or not indicative of the companys | ||||
financial situation | ||||
§ | on a case-by-case basis, auditors who in the Committees | |||
opinion provide a significant amount of non-audit services to | ||||
the company | ||||
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B.2 | FOR proposals seeking authorization to fix the remuneration of | |||
auditors | ||||
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B.3 | FOR approving internal statutory auditors | |||
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B.4 | FOR proposals for audit firm rotation, except for proposals that | |||
would require rotation after a period of less than 5 years | ||||
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C. Compensation and Benefits These proposals concern those issues submitted to shareholders related to management compensation and employee benefits. As a general matter, the Committee favors disclosure of a companys compensation and benefit policies and opposes excessive compensation, but believes that compensation matters are normally best determined by a corporations board of directors, rather than shareholders. Proposals to micro-manage a companys compensation practices or to set arbitrary restrictions on compensation or benefits will therefore generally not be supported. The Committees general policy is to vote: |
C.1 | IN ACCORDANCE WITH THE RECOMMENDATION OF ISS | |
on compensation plans if the ISS recommendation is based solely | ||
on whether or not the companys plan satisfies the allowable cap | ||
as calculated by ISS. If the recommendation of ISS is based on | ||
factors other than whether the plan satisfies the allowable cap the | ||
Committee will analyze the particular proposed plan. This policy | ||
applies to amendments of plans as well as to initial approvals. | ||
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C.2 | FOR proposals to eliminate retirement benefits for outside | |
directors | ||
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C.3 | AGAINST proposals to establish retirement benefits for outside | |
directors | ||
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C.4 | FOR proposals approving the remuneration of directors or of | |
supervisory board members | ||
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C.5 | AGAINST proposals to reprice stock options | |
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C.6 | FOR proposals to approve employee stock purchase plans that | |
apply to all employees. This policy applies to proposals to amend | ||
ESPPs if the plan as amended applies to all employees. | ||
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C.7 | FOR proposals to pay retirement bonuses to directors of Japanese | |
companies unless the directors have served less than three years | ||
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C.8 | AGAINST proposals seeking to pay outside directors only in stock | |
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C.9 | FOR proposals seeking further disclosure of executive pay or | |
requiring companies to report on their supplemental executive | ||
retirement benefits | ||
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C.10 | AGAINST proposals to ban all future stock or stock option grants | |
to executives | ||
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C.11 | AGAINST option plans or grants that apply to directors or | |
employees of related companies without adequate disclosure of | ||
the corporate relationship and justification of the option policy | ||
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C.12 | FOR proposals to exclude pension plan income in the calculation | |
of earnings used in determining executive bonuses/compensation | ||
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C.13 | FOR shareholder proposals based on a case-by-case analysis | |
that request the Board to establish a pay-for-superior performance | ||
standard in the company's executive compensation plan for senior | ||
executives | ||
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C.14 | AGAINST executive compensation plans in which there is a no | |
connection between the CEOs pay and company performance | ||
(e.g., the plan calls for an increase in pay and when there has been | ||
a decrease in company performance | ||
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C.15 | WITHHOLD votes from the Compensation Committee members | |
when company compensation plan has no connection between | ||
executive pay and company performance | ||
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C.16 | FOR shareholder proposals that call for non-binding shareholder | |
ratification of the compensation of the named Executive Officers | ||
and the accompanying narrative disclosure of material factors | ||
provided to understand the Summary Compensation Table | ||
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C.17 | FOR shareholder proposals seeking disclosure regarding the | |
company, Board, or Board committees use of compensation | ||
consultants, such as company name, business relationship(s) and | ||
fees paid | ||
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C.18 | AGAINST shareholder proposals seeking to set absolute levels on | |
compensation or otherwise dictate the amount or form of | ||
compensation | ||
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C.19 | FOR shareholder proposals to require golden parachutes or | |
executive severance agreements to be submitted for shareholder | ||
ratification, unless the proposal requires shareholder approval | ||
prior to entering into employment contracts | ||
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C.20 | FOR shareholder proposals requesting to put extraordinary | |
benefits contained in Supplemental Executive Retirement Plans | ||
(SERP) agreements to a shareholder vote unless the companys | ||
executive pension plans do not contain excessive benefits beyond | ||
what is offered under employee-wide plans | ||
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C.21 | FOR shareholder proposals requesting to limit the executive | |
benefits provided under the companys supplemental executive | ||
retirement plan (SERP) by limiting covered compensation to a | ||
senior executives annual salary and excluding all incentive or | ||
bonus pay from the SERPs definition of covered compensation | ||
used to establish such benefits | ||
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C.22 | AGAINST the equity plan if any of the following factors apply: | |
The total cost of the companys equity plans is unreasonable; | ||
The plan expressly permits the repricing of stock options without | ||
prior shareholder approval; | ||
There is a disconnect between CEO pay and the companys | ||
performance; and/or | ||
The plan is a vehicle for poor compensation practices | ||
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C.23 | FOR equity plans for non-employee director on a case-by-case | |
basis based on the structure of the plan | ||
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C.24 | AGAINST plans if the company has a history of repricing options | |
without shareholder approval, and the applicable listing standards | ||
would not preclude them from doing so | ||
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C.25 | FOR shareholder proposals to put option repricings to a | |
shareholder vote | ||
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D. Capital Structure These proposals relate to various requests, principally from management, for approval of amendments that would alter the capital structure of a company, such as an increase in authorized shares. As a general matter, the Committee will support requests that it believes enhance the rights of common shareholders and oppose requests that appear to be unreasonably dilutive. The Committees general policy is to vote: |
D.1 | AGAINST proposals seeking authorization to issue shares without | |
preemptive rights except for issuances up to 10% of a non-US | ||
companys total outstanding capital | ||
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D.2 | FOR management proposals seeking preemptive rights or seeking | |
authorization to issue shares with preemptive rights | ||
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D.3 | FOR management proposals approving share repurchase programs | |
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D.4 | FOR management proposals to split a companys stock | |
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D.5 | FOR management proposals to denominate or authorize | |
denomination of securities or other obligations or assets in Euros | ||
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D.6 | FOR proposals requiring a company to expense stock options | |
(unless the company has already publicly committed to do so by a | ||
certain date) | ||
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D.7 | AGAINST proposals to create a new class of common stock with | |
superior voting rights | ||
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D.8 | AGAINST proposals at companies with dual-class capital | |
structures to increase the number of authorized shares of the class | ||
of stock that has superior voting rights | ||
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D.9 | FOR proposals to create a new class of nonvoting or sub-voting | |
common stock if: | ||
It is intended for financing purposes with minimal or no dilution | ||
to current shareholders; and | ||
It is not designed to preserve the voting power of an insider or | ||
significant shareholder | ||
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D.10 | AGAINST proposals authorizing the creation of new classes of | |
preferred stock with unspecified voting, conversion, dividend | ||
distribution, and other rights ("blank check" preferred stock) | ||
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D.11 | FOR proposals to authorize preferred stock in cases where the | |
company specifies the voting, dividend, conversion, and other | ||
rights of such stock and the terms of the preferred stock appear | ||
reasonable | ||
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D.12 | FOR management proposals to implement a reverse stock split | |
when the number of authorized shares will be proportionately | ||
reduced | ||
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D.13 | FOR management proposals to implement a reverse stock split to | |
avoid delisting | ||
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D.14 | FOR management proposals to increase the common share | |
authorization for a stock split or share dividend | ||
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D.15 | FOR management proposals to institute open-market share | |
repurchase plans in which all shareholders may participate on | ||
equal terms | ||
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E. Corporate Charter and By-Laws These proposals relate to various requests for approval of amendments to a corporations charter or by-laws, principally for the purpose of adopting or redeeming poison pills. As a general matter, the Committee opposes poison pill provisions. The Committees general policy is to vote: |
E.1 | AGAINST proposals seeking to adopt a poison pill | |
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E.2 | FOR proposals seeking to redeem a poison pill | |
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E.3 | FOR proposals seeking to have poison pills submitted to | |
shareholders for ratification | ||
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E.4 | FOR management proposals to change the companys name | |
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E.5 | AGAINST proposals to require a supermajority shareholder vote | |
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E.6 | FOR proposals to lower supermajority vote requirements | |
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E.7 | AGAINST proposals giving the board exclusive authority to | |
amend the bylaws | ||
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E.8 | FOR proposals giving the board the ability to amend the bylaws in | |
addition to shareholders | ||
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E.9 | CASE-BY-CASE on proposals to change a companys state of | |
incorporation, taking into consideration both financial and | ||
corporate governance concerns, including: | ||
- The reasons for reincorporating | ||
- A comparison of the governance provisions | ||
- Comparative economic benefits, and | ||
- A comparison of the jurisdiction laws | ||
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E.10 | FOR re-incorporation when the economic factors outweigh any | |
neutral or negative governance changes | ||
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E.11 | FOR proposals to restore, or provide shareholders with rights of | |
appraisal | ||
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F. Corporate Meetings These are routine proposals relating to various requests regarding the formalities of corporate meetings. The Committees general policy is to vote: |
F.1 | AGAINST proposals that seek authority to act on any other | |
business that may arise | ||
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F.2 | FOR proposals designating two shareholders to keep minutes of | |
the meeting | ||
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F.3 | FOR proposals concerning accepting or approving financial | |
statements and statutory reports | ||
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F.4 | FOR proposals approving the discharge of management and the | |
supervisory board | ||
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F.5 | FOR proposals approving the allocation of income and the | |
dividend | ||
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F.6 | FOR proposals seeking authorization to file required | |
documents/other formalities | ||
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F.7 | FOR proposals to authorize the corporate board to ratify and | |
execute approved resolutions | ||
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F.8 | FOR proposals appointing inspectors of elections | |
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F.9 | FOR proposals electing a chair of the meeting | |
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F.10 | FOR proposals to permit virtual shareholder meetings over the | |
Internet | ||
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F.11 | AGAINST proposals to require rotating sites for shareholder | |
meetings | ||
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F.12 | AGAINST proposals that are substantially duplicative (i.e., | |
shareholder proposals that are unnecessary because a management | ||
proposal serves the same purpose) | ||
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G. Investment Companies These proposals relate to proxy issues that are associated solely with holdings of shares of investment companies, including, but not limited to, investment companies for which BlackRock provides investment advisory, administrative and/or other services. As with other types of companies, the Committee believes that a funds Board of Directors (rather than its shareholders) is best-positioned to set fund policy and oversee management. However, the Committee opposes granting Boards of Directors authority over certain matters, such as changes to a funds investment objective, that the Investment Company Act of 1940 envisions will be approved directly by shareholders. The Committees general policy is to vote: |
G.1 | FOR nominees for director of mutual funds in uncontested | |
elections, except for nominees who | ||
§ have missed at least two meetings and, as a result, attended | ||
less than 75% of meetings of the Board of Directors and its | ||
committees the previous year, unless the nominee missed the | ||
meeting due to illness or fund business | ||
§ ignore a shareholder proposal that was approved by either a | ||
majority of the shares outstanding in any year or by the | ||
majority of votes cast for two consecutive years | ||
§ are interested directors who serve on the audit or nominating | ||
committees or on a full Board that does not have such | ||
committees composed exclusively of independent directors | ||
§ on a case-by-case basis, have served as directors of companies | ||
with allegedly poor corporate governance | ||
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G.2 | FOR the establishment of new series or classes of shares | |
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G.3 | AGAINST proposals to change a funds investment objective to | |
nonfundamental | ||
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G.4 | FOR proposals to establish a master-feeder structure or | |
authorizing the Board to approve a master-feeder structure without | ||
a further shareholder vote | ||
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G.5 | AGAINST a shareholder proposal for the establishment of a | |
director ownership requirement | ||
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G.6 | FOR classified boards of closed-end investment companies | |
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G.6 | AGAINST removal of shareholder approval requirement to | |
reorganize or terminate the trust or any of its series | ||
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H. Environmental and Social Issues These are shareholder proposals to limit corporate conduct in some manner that relates to the shareholders environmental or social concerns. The Committee generally believes that annual shareholder meetings are inappropriate forums for the discussion of larger social issues, and opposes shareholder resolutions micromanaging corporate conduct or requesting release of information that would not help a shareholder evaluate an investment in the corporation as an economic matter. While the Committee is generally supportive of proposals to require corporate disclosure of matters that seem relevant and material to the economic interests of shareholders, the Committee is generally not supportive of proposals to require disclosure of corporate matters for other purposes. The Committees general policy is to vote: |
H.1 | AGAINST proposals seeking to have companies adopt | |||
international codes of conduct | ||||
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H.2 | AGAINST proposals seeking to have companies provide non- | |||
required reports on: | ||||
§ | environmental liabilities; | |||
§ | bank lending policies; | |||
§ | corporate political contributions or activities; | |||
§ | alcohol advertising and efforts to discourage drinking by | |||
minors; | ||||
§ | costs and risk of doing business in any individual country; | |||
§ | involvement in nuclear defense systems | |||
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H.3 | AGAINST proposals requesting reports on Maquiladora | |||
operations or on CERES principles | ||||
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H.4 | AGAINST proposals seeking implementation of the CERES | |||
principles | ||||
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H.5 | FOR resolutions requesting that a company disclose information | |||
on the impact of climate change on the companys operations | ||||
unless: | ||||
- The company already provides current, publicly available | ||||
information on the perceived impact that climate change may | ||||
have on the company as well as associated policies and | ||||
procedures to address such risks and/or opportunities; | ||||
- The companys level of disclosure is comparable to or better | ||||
than information provided by industry peers; and | ||||
-There are no significant fines, penalties, or litigation associated | ||||
with the companys environmental performance | ||||
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H.6 | AGAINST proposals that call for reduction in greenhouse gas | |||
emissions by specified amounts or within a restrictive time frame | ||||
unless the company lags industry standards and has been the | ||||
subject of recent, significant fines or litigation resulting from | ||||
greenhouse gas emissions | ||||
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H.7 | FOR resolutions requesting that companies outline their | |||
preparations to comply with standards established by Kyoto | ||||
Protocol signatory markets unless: | ||||
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-The company does not maintain operations in Kyoto signatory | ||
markets; | ||
-The company already evaluates and substantially discloses such | ||
information; | ||
-Greenhouse gas emissions do not significantly impact the | ||
companys core businesses; or | ||
-The company is not required to comply with the Kyoto Protocol | ||
standards | ||
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H.8 | AGAINST resolutions that request the disclosure of detailed | |
information on a companys policies related to land use or | ||
development unless the company has been the subject of recent, | ||
significant fines or litigation stemming from its land use | ||
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H.9 | AGAINST proposals to publish in newspapers and public media | |
the company's political contributions as such publications could | ||
present significant cost to the company without providing | ||
commensurate value to shareholders | ||
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H.10 | AGAINST proposals barring the company from making political | |
contributions. Businesses are affected by legislation at the federal, | ||
state, and local level and barring contributions can put the | ||
company at a competitive disadvantage | ||
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H.11 | AGAINST proposals restricting the company from making | |
charitable contributions. Charitable contributions are generally | ||
useful for assisting worthwhile causes and for creating goodwill in | ||
the community. In the absence of bad faith, self-dealing, or gross | ||
negligence, management should determine which contributions are | ||
in the best interests of the company | ||
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H.12 | AGAINST proposals asking for a list of company executives, | |
directors, consultants, legal counsels, lobbyists, or investment | ||
bankers that have prior government service and whether such | ||
service had a bearing on the business of the company. Such a list | ||
would be burdensome to prepare without providing any | ||
meaningful information to shareholders | ||
|
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H.13 | AGAINST proposals that would call for the adoption of specific | |
committee charter language regarding diversity initiatives unless | ||
the company fails to publicly disclose existing equal opportunity | ||
or non-discrimination policies | ||
|
|
|
H.14 | AGAINST proposals seeking information on the diversity efforts | |
of suppliers and service providers, which can pose a significant | ||
cost and administrative burden on the company | ||
|
|
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H.15 | FOR proposals seeking to amend a companys EEO statement in | |
order to prohibit discrimination based on sexual orientation, unless | ||
the change would result in excessive costs for the company | ||
|
|
|
H.16 | AGAINST proposals to exclude references to sexual orientation, | |
interests, or activities from a companys EEO statement | ||
|
||
H.17 | AGAINST proposals to extend company benefits to or eliminate | |
benefits from domestic partners. Benefits decisions should be left | ||
to the discretion of the company | ||
|
|
H.18 | AGAINST proposals to take specific actions or adopt policies that | |
require the company to support legislation to: | ||
-label or identify products in a certain manner; | ||
-study or evaluate the use of certain company products; | ||
-increase animal welfare standards to above those required by law; | ||
or | ||
-engage in political, environmental or social activities that do not | ||
directly relate to the economic operations of the company | ||
|
|
|
H.19 | AGAINST proposals seeking to have companies provide non- | |
required analyses, information statements or reports in the | ||
following areas unless there are compelling investment reasons to | ||
request such reports: | ||
- environmental liabilities; | ||
- bank lending policies; | ||
- corporate political contributions or activities; | ||
- alcohol and tobacco advertising and efforts to discourage use of | ||
such products by minors or other groups; | ||
- costs and risk of doing business in any individual country or the | ||
standards of operations in such country; | ||
- involvement in nuclear defense systems or other military | ||
products; | ||
- animal welfare standards; | ||
- pricing policies; | ||
- the use of certain commodities, genetically modified materials | ||
or chemicals; | ||
- sustainability and other perceived political, environmental or | ||
social issues that do not directly relate to the economic | ||
operations of the company; | ||
- charitable contributions made by the company | ||
|
|
|
H.20 | CASE-BY-CASE on proposals requesting an economic risk | |
assessment of environmental performance, considering: | ||
- The feasibility of financially quantifying environmental risk | ||
factors; | ||
- The companys compliance with applicable legislation and/or | ||
regulations regarding environmental performance; | ||
- The costs associated with implementing improved standards; | ||
- The potential costs associated with remediation resulting from | ||
poor environmental performance; and | ||
- The current level of disclosure on environmental policies and | ||
initiatives | ||
|
|
|
H.21 | FOR requests for reports disclosing the companys environmental | |
policies unless it already has well-documented environmental | ||
management systems that are available to the public | ||
|
|
H.22 | CASE-BY-CASE on proposals calling for companies to report on | |
the risks associated with outsourcing, considering: | ||
- Risks associated with certain international markets; | ||
- The utility of such a report to shareholders; and | ||
- The existence of a publicly available code of corporate conduct | ||
that applies to international operations | ||
|
|
|
H.23 | CASE-BY-CASE on requests for reports detailing the companys | |
operations in a particular country and steps to protect human | ||
rights, based on: | ||
- The nature and amount of company business in that country; | ||
- The companys workplace code of conduct; | ||
- Proprietary and confidential information involved; | ||
- Company compliance with U.S. regulations on investing in the | ||
country; and/or | ||
- Level of peer company involvement in the country | ||
|
|
|
H.24 | CASE-BY-CASE on proposals to implement certain human rights | |
standards at company facilities or those of its suppliers and to | ||
commit to outside, independent monitoring. | ||
In evaluating these proposals, the following should be considered: | ||
- The companys current workplace code of conduct or adherence | ||
to other global standards and the degree they meet the standards | ||
promulgated by the proponent; | ||
- Agreements with foreign suppliers to meet certain workplace | ||
standards; | ||
- Whether company and vendor facilities are monitored and how; | ||
- Company participation in fair labor organizations; | ||
- Type of business; | ||
- Proportion of business conducted overseas; | ||
- Countries of operation with known human rights abuses; | ||
- Whether the company has been recently involved in significant | ||
labor and human rights controversies or violations; | ||
- Peer company standards and practices; and | ||
- Union presence in companys international factories | ||
|
Notice to Clients BlackRock will make records of any proxy vote it has made on behalf of a client available to such client upon request.11 BlackRock will use its best efforts to treat proxy votes of clients as confidential, except as it may decide to best serve its clients interests or as may be necessary to effect such votes or as may be required by law. BlackRock encourage clients with an interest in particular proxy voting issues to make their views known to BlackRock, provided that, in the absence of specific written direction from a client on how to vote that clients proxies, BlackRock reserves the right to vote any proxy in a manner it deems in the best interests of its clients, as it determines in its sole discretion. These policies are as of the date indicated on the cover hereof. The Committee may subsequently amend these policies at any time, without notice. |
11 Such request may be made to the clients portfolio or relationship manager or addressed in
writing to Secretary, BlackRock Equity Investment Policy Oversight Committee, Legal and Compliance Department, BlackRock Inc., 40 East 52nd Street, New York, New York 10022. |
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