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, principal accounting officer or controller, or
persons performing similar functions. During the period covered by this
report, the code of ethics was amended to update certain information and to
make other non-material changes. During the period covered by this report,
there have been no waivers granted under the code of ethics. The
registrant undertakes to provide a copy of the code of
ethics to any person upon request, without charge, who calls 1-800-441-7762.
Item 3 – Audit Committee Financial Expert – The
registrant’s board of trustees (the “board of trustees”), 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:
Frank
J. Fabozzi
Catherine A. Lynch
The
registrant’s board of trustees has determined that Karen P. Robards qualifies
as an audit committee financial expert pursuant to Item 3(c)(4) of Form N-CSR.
Ms. Robards has a thorough understanding
of generally accepted accounting principles, financial statements and internal
control over financial reporting as well as audit committee functions. Ms.
Robards has been President of Robards & Company, a financial advisory firm,
since 1987. Ms. Robards was formerly an investment banker for more than 10
years where she was responsible for evaluating and assessing the performance of
companies based on their financial results. Ms. Robards has over 30 years of
experience analyzing financial statements. She also is a member of the audit
committee of one publicly held company and a non-profit organization.
Under applicable securities laws, a person
determined to be an audit committee financial expert will not be deemed an
“expert” for any purpose, including without limitation for the purposes of
Section 11 of the Securities Act of 1933, as a result of being designated or
identified as an audit committee financial expert. The designation or
identification 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 trustees in the absence of such designation or
identification. The designation or identification of a person as an audit
committee financial expert does not affect the duties, obligations, or
liability of any other member of the audit committee or board of trustees.
Item
4 – Principal Accountant Fees and Services
The
following table presents fees billed by Deloitte & Touche LLP (“D&T”)
in each of the last two fiscal years for the services rendered to the Fund:
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BlackRock U.S. Mortgage Portfolio
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The
following table presents fees billed by D&T that were required to be
approved by the registrant’s audit committee (the “Committee”) for services
that relate directly to the operations or financial reporting of the Fund and
that are rendered on behalf of BlackRock Advisors, LLC ( the “Investment Adviser”
or “BlackRock”) and entities controlling, controlled by, or under common
control with BlackRock (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser) that provide ongoing services to the Fund (“Affiliated Service
Providers”):
1
The nature
of the services includes assurance and related services reasonably related to
the performance of the audit or review of financial statements not included in
Audit Fees, including accounting consultations, agreed-upon procedure reports,
attestation reports, comfort letters, out-of-pocket expenses and internal
control reviews not required by regulators.
2
The nature
of the services includes tax compliance and/or tax preparation, including
services relating to the filing or amendment of federal, state or local income
tax returns, regulated investment company qualification reviews, taxable income
and tax distribution calculations.
3
Non-audit
fees of $2,032,000 and $1,984,000 for the current fiscal year and previous
fiscal year, respectively, were paid to the Fund’s principal accountant in
their entirety by BlackRock, in connection with services provided to the
Affiliated Service Providers of the Fund and of certain other funds sponsored
and advised by BlackRock or its affiliates for a service organization review
and an accounting research tool subscription. These amounts represent
aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(e)(1) Audit Committee
Pre-Approval Policies and Procedures:
The Committee has adopted policies and procedures with
regard to the pre-approval of services. Audit, audit-related and tax
compliance services provided to the registrant on an annual basis require
specific pre-approval by the Committee. The Committee also must approve other
non-audit services provided to the registrant and those non-audit services
provided to the Investment Adviser and Affiliated Service Providers that relate
directly to the operations and the financial reporting of the registrant.
Certain of these non-audit services that the Committee believes are (a)
consistent with the SEC’s auditor independence rules and (b) routine and
recurring services that will not impair the independence of the independent
accountants may be approved by the Committee without consideration on a
specific case-by-case basis (“general pre-approval”). The term of any general
pre-approval is 12 months from the date of the pre-approval, unless the
Committee provides for a different period. Tax or other non-audit services
provided to the registrant which have a direct impact on the operations or
financial reporting of the registrant will only be deemed pre-approved provided
that any individual project does not exceed $10,000 attributable to the
registrant or $50,000 per project. For this purpose, multiple projects will be
aggregated to determine if they exceed the previously mentioned cost levels.
Any proposed services
exceeding the pre-approved cost levels will require specific pre-approval by
the Committee, as will any other services not subject to general pre-approval
(e.g., unanticipated but permissible services). The Committee is informed of
each service approved subject to general pre-approval at the next regularly
scheduled in-person board meeting. At this meeting, an analysis of such services
is presented to the Committee for ratification. The Committee may delegate to
the Committee Chairman the authority to approve the provision of and fees for
any specific engagement of permitted non-audit services, including services
exceeding pre-approved cost levels.
(e)(2) None of the services described
in each of Items 4(b) through (d) were approved by the Committee pursuant to
the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation
S-X.
(f) Not Applicable
(g)
The aggregate non-audit fees, defined
as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All
Other Fees,” paid to the accountant for services rendered by the accountant to
the registrant, the Investment Adviser and the Affiliated Service Providers
were:
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BlackRock U.S. Mortgage Portfolio
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Additionally,
the amounts billed by D&T in connection with services provided to the
Affiliated Service Providers of the Fund and of other funds sponsored and
advised by BlackRock or its affiliates during the current and previous fiscal
years for a service organization review and an accounting research tool subscription
were:
These amounts represent
aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(h)
The Committee has considered and determined that the provision of non-audit
services that were rendered to the Investment Adviser and
the Affiliated Service Providers
that were not pre-approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the
principal accountant’s independence.
Item
5 – Audit Committee of Listed Registrant – Not Applicable
(a) The registrant’s Schedule of Investments is included as part of the Report
to Stockholders filed under Item 1 of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period
covered since the previous Form N-CSR filing.
Item
7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies – Not Applicable
Item
8 – Portfolio Managers of Closed-End Management Investment Companies – Not
Applicable
Item
9 – Purchases of Equity Securities by Closed-End Management Investment Company
and Affiliated Purchasers – Not Applicable
Item
10 – Submission of Matters to a Vote of Security Holders – There have been no
material changes to these procedures.
Item
11 – Controls and Procedures
(a) The registrant’s
principal executive and principal financial officers, or persons performing
similar functions, have concluded that the registrant’s 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 15d-15(b)
under the Securities Exchange Act of 1934, as amended.
(b) There were no changes
in the registrant’s internal control over financial reporting (as defined in
Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by
this report that have materially affected, or are reasonably likely to
materially affect, the registrant’s internal control over financial reporting.
Item 12 – Disclosure of Securities
Lending Activities for Closed-End Management Investment Companies – Not
Applicable
Item
13 – Exhibits attached hereto
(a)(1)
Code of Ethics – See Item 2
(a)(2)
Section 302 Certifications are attached
(b) Section 906
Certifications are attached
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.
Managed Account Series II
By: /s/ John M. Perlowski
Chief Executive Officer (principal executive officer)
of
Managed Account Series II
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
By: /s/ John M. Perlowski
Chief Executive Officer (principal executive officer)
of
Managed Account Series II
Chief Financial Officer (principal
financial officer) of
Managed Account Series II