UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number

811-21601

 

PIMCO Income Strategy Fund II

(Exact name of registrant as specified in charter)

 

1633 Broadway, New York, NY

 

10019

(Address of principal executive offices)

 

(Zip code)

 

Lawrence G. Altadonna

1633 Broadway,

New York, NY 10019

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

212-739-3371

 

 

Date of fiscal year end:

July 31, 2014

 

 

Date of reporting period:

April 30, 2014

 

 



 

Item 1. Schedule of Investments

 

PIMCO Income Strategy Fund II Schedule of Investments

April 30, 2014 (unaudited)

 

Principal
Amount
(000s)

 

 

 

Value*

 

MORTGAGE-BACKED SECURITIES - 22.3%

 

 

 

 

 

Banc of America Alternative Loan Trust, CMO,

 

 

 

$8,243

 

5.50%, 10/25/33

 

$8,538,162

 

246

 

6.00%, 1/25/36

 

198,613

 

 

 

Banc of America Funding Trust, CMO,

 

 

 

67

 

2.807%, 1/20/47 (i)

 

52,138

 

9,891

 

6.00%, 8/25/37

 

8,764,177

 

 

 

BCAP LLC Trust, CMO (a)(c)(i),

 

 

 

720

 

2.765%, 5/26/36

 

18,160

 

2,500

 

5.19%, 3/26/37

 

880,305

 

1,803

 

9.946%, 5/26/37

 

415,114

 

6,040

 

13.948%, 9/26/36

 

4,858,626

 

614

 

15.283%, 6/26/36

 

169,195

 

1,884

 

Bear Stearns Adjustable Rate Mortgage Trust, 2.657%, 10/25/34, CMO (i)

 

1,695,183

 

 

 

Bear Stearns ALT-A Trust, CMO (i),

 

 

 

562

 

2.601%, 11/25/36

 

395,298

 

1,549

 

2.748%, 9/25/35

 

1,270,204

 

 

 

Chase Mortgage Finance Trust, CMO,

 

 

 

19

 

2.527%, 12/25/35 (i)

 

17,546

 

103

 

5.50%, 5/25/36

 

93,300

 

 

 

Citicorp Mortgage Securities Trust, CMO,

 

 

 

329

 

5.50%, 4/25/37

 

338,971

 

2,916

 

6.00%, 9/25/37

 

3,071,909

 

 

 

Countrywide Alternative Loan Trust, CMO,

 

 

 

666

 

5.50%, 3/25/35

 

593,203

 

1,635

 

5.50%, 1/25/36

 

1,465,355

 

241

 

5.50%, 3/25/36

 

193,742

 

3,249

 

5.638%, 4/25/36 (i)

 

2,381,632

 

812

 

5.75%, 1/25/35

 

820,796

 

958

 

5.75%, 2/25/35

 

924,494

 

1,407

 

5.75%, 12/25/36

 

1,139,362

 

748

 

6.00%, 2/25/35

 

787,149

 

1,039

 

6.00%, 4/25/36

 

876,859

 

5,171

 

6.00%, 5/25/36

 

4,086,032

 

3,524

 

6.00%, 4/25/37

 

2,884,263

 

4,508

 

6.00%, 5/25/37

 

3,611,853

 

2,060

 

6.00%, 8/25/37

 

1,629,719

 

1,547

 

6.25%, 11/25/36

 

1,416,313

 

1,024

 

6.25%, 12/25/36 (i)

 

857,570

 

912

 

6.50%, 8/25/36

 

677,095

 

 

 

Countrywide Home Loan Mortgage Pass-Through Trust, CMO,

 

 

 

1,387

 

5.75%, 3/25/37

 

1,257,790

 

957

 

6.00%, 5/25/36

 

885,295

 

1,061

 

6.00%, 2/25/37

 

995,252

 

4,677

 

6.00%, 7/25/37

 

4,003,309

 

5,080

 

6.00%, 9/25/37

 

4,866,805

 

1,626

 

6.25%, 9/25/36

 

1,436,309

 

 

 

Credit Suisse Mortgage Capital Certificates Mortgage-Backed Trust, CMO,

 

 

 

415

 

5.75%, 4/25/36

 

359,632

 

2,550

 

6.75%, 8/25/36

 

2,004,625

 

 

 

First Horizon Alternative Mortgage Securities Trust, CMO,

 

 

 

1,649

 

6.00%, 5/25/36

 

1,413,476

 

2,715

 

6.00%, 8/25/36

 

2,322,561

 

 

 

First Horizon Mortgage Pass-Through Trust, CMO (i),

 

 

 

145

 

2.596%, 5/25/37

 

118,284

 

1,972

 

2.625%, 11/25/35

 

1,555,695

 

4,409

 

IndyMac IMSC Mortgage Loan Trust, 6.50%, 7/25/37, CMO

 

3,121,629

 

 

 

JPMorgan Alternative Loan Trust, CMO,

 

 

 

4,025

 

2.559%, 3/25/36 (i)

 

3,231,132

 

2,392

 

2.583%, 3/25/37 (i)

 

1,855,520

 

3,527

 

2.944%, 5/25/36 (i)

 

2,782,759

 

2,500

 

6.31%, 8/25/36

 

2,027,000

 

 

 

JPMorgan Mortgage Trust, CMO,

 

 

 

1,034

 

2.616%, 2/25/36 (i)

 

909,378

 

740

 

5.065%, 10/25/35 (i)

 

737,940

 

1,289

 

5.50%, 4/25/36

 

1,316,842

 

180

 

5.75%, 1/25/36

 

168,473

 

478

 

6.00%, 8/25/37

 

427,439

 

176

 

6.50%, 9/25/35

 

175,158

 

 

 

Lehman Mortgage Trust, CMO,

 

 

 

1,690

 

6.00%, 7/25/36

 

1,348,239

 

3,015

 

6.00%, 7/25/37

 

2,750,340

 

5,881

 

6.50%, 9/25/37

 

5,195,281

 

1,090

 

MASTR Asset Securitization Trust, 6.50%, 11/25/37, CMO

 

975,226

 

 



 

PIMCO Income Strategy Fund II Schedule of Investments

April 30, 2014 (unaudited) (continued)

 

Principal
Amount
(000s)

 

 

 

Value*

 

$3,142

 

Merrill Lynch Mortgage Investors Trust, 2.774%, 3/25/36, CMO (i)

 

$2,177,130

 

4,753

 

Morgan Stanley Mortgage Loan Trust, 4.971%, 5/25/36, CMO (i)

 

3,798,906

 

8,083

 

New Century Alternative Mortgage Loan Trust, 6.173%, 7/25/36, CMO (i)

 

5,921,317

 

38

 

Nomura Asset Acceptance Corp. Alternative Loan Trust, 4.976%, 5/25/35, CMO

 

36,542

 

 

 

Residential Accredit Loans, Inc., CMO,

 

 

 

2,618

 

3.432%, 12/26/34 (i)

 

2,259,807

 

8,421

 

5.75%, 1/25/34

 

8,786,900

 

2,154

 

6.00%, 6/25/36

 

1,758,326

 

719

 

6.00%, 8/25/36

 

593,303

 

1,504

 

6.00%, 12/25/36

 

1,183,543

 

 

 

Residential Asset Securitization Trust, CMO,

 

 

 

2,180

 

5.75%, 2/25/36

 

1,892,006

 

1,201

 

6.00%, 2/25/36

 

985,576

 

854

 

6.00%, 9/25/36

 

579,109

 

2,612

 

6.00%, 3/25/37

 

2,085,521

 

3,510

 

6.00%, 5/25/37

 

3,155,787

 

2,331

 

6.00%, 7/25/37

 

1,730,252

 

3,880

 

6.25%, 9/25/37

 

2,694,019

 

 

 

Residential Funding Mortgage Securities I, CMO,

 

 

 

4,039

 

3.614%, 9/25/35 (i)

 

3,681,314

 

3,275

 

3.756%, 8/25/36 (i)

 

2,886,184

 

1,677

 

6.25%, 8/25/36

 

1,525,003

 

 

 

Structured Adjustable Rate Mortgage Loan Trust, CMO (i),

 

 

 

5,175

 

2.47%, 11/25/36

 

4,166,377

 

4,729

 

5.029%, 5/25/36

 

3,988,821

 

4,356

 

5.05%, 1/25/36

 

3,368,689

 

1,586

 

5.319%, 7/25/36

 

1,480,876

 

643

 

Suntrust Adjustable Rate Mortgage Loan Trust, 2.756%, 2/25/37, CMO (i)

 

549,649

 

 

 

WaMu Mortgage Pass-Through Certificates, CMO (i),

 

 

 

1,377

 

4.686%, 2/25/37

 

1,282,024

 

2,327

 

4.73%, 7/25/37

 

2,155,115

 

3,134

 

4.746%, 5/25/37

 

3,003,958

 

1,846

 

6.09%, 10/25/36

 

1,549,063

 

1,614

 

Wells Fargo Alternative Loan Trust, 6.00%, 7/25/37, CMO

 

1,466,017

 

 

 

Wells Fargo Mortgage-Backed Securities Trust, CMO,

 

 

 

774

 

2.61%, 7/25/36 (i)

 

712,267

 

2,572

 

2.612%, 7/25/36 (i)

 

2,501,824

 

369

 

2.616%, 4/25/36 (i)

 

354,955

 

1,239

 

2.616%, 8/25/36 (i)

 

1,178,686

 

894

 

5.75%, 3/25/37

 

849,020

 

Total Mortgage-Backed Securities (cost-$166,291,266)

 

179,701,613

 

 

 

 

 

MUNICIPAL BONDS - 18.4%

 

 

 

California - 4.6%

 

 

 

1,650

 

City & Cnty. of San Francisco Redev. Agcy., Tax Allocation, 8.406%, 8/1/39

 

1,924,906

 

12,100

 

Infrastructure & Economic Dev. Bank Rev., 6.486%, 5/15/49

 

14,891,349

 

3,000

 

La Quinta Financing Auth., Tax Allocation, 8.07%, 9/1/36, Ser. A

 

3,175,380

 

 

 

Long Beach Redev. Agcy., Tax Allocation,

 

 

 

4,000

 

8.11%, 8/1/30

 

4,207,280

 

3,400

 

8.36%, 8/1/40

 

3,605,326

 

1,200

 

Riverside Cnty. Economic Dev. Agcy., Tax Allocation, 7.50%, 10/1/30, Ser. A-T

 

1,274,520

 

7,500

 

Stockton Public Financing Auth. Rev., 7.942%, 10/1/38, Ser. B

 

7,673,250

 

 

 

 

 

36,752,011

 

District of Columbia - 1.6%

 

 

 

10,000

 

Metropolitan Airports Auth. Rev., 7.462%, 10/1/46

 

12,579,400

 

 

 

 

 

 

 

Georgia - 2.2%

 

 

 

15,500

 

Municipal Electric Auth. of Georgia Rev., 6.655%, 4/1/57

 

17,942,335

 

 

 

 

 

 

 

Nebraska - 0.9%

 

 

 

6,500

 

Public Power Generation Agcy. Rev., 7.242%, 1/1/41

 

7,219,680

 

 

 

 

 

 

 

New Jersey - 0.0%

 

 

 

400

 

Tobacco Settlement Financing Corp. Rev., 5.00%, 6/1/41, Ser. 1-A

 

316,784

 

 

 

 

 

 

 

Ohio - 3.4%

 

 

 

27,300

 

State Univ. Rev., 4.80%, 6/1/11, Ser. A

 

27,315,834

 

 

 

 

 

 

 

Texas - 5.7%

 

 

 

16,500

 

Dallas Convention Center Hotel Dev. Corp. Rev., 7.088%, 1/1/42

 

20,317,275

 

21,500

 

North Texas Tollway Auth. Rev., 8.91%, 2/1/30

 

25,226,165

 

 

 

 

 

45,543,440

 

Total Municipal Bonds (cost-$133,648,049)

 

147,669,484

 

 



 

PIMCO Income Strategy Fund II Schedule of Investments

April 30, 2014 (unaudited) (continued)

 

Principal
Amount
(000s)

 

 

 

Value*

 

CORPORATE BONDS & NOTES - 18.2%

 

 

 

Airlines - 0.4%

 

 

 

 

 

American Airlines Pass-Through Trust (b)(d)(e),

 

 

 

$7,045

 

9.73%, 9/29/14

 

$374,770

 

3,146

 

10.18%, 1/2/13

 

54,742

 

2,164

 

United Air Lines Pass-Through Trust, 10.40%, 5/1/18

 

2,464,261

 

 

 

 

 

2,893,773

 

Auto Manufacturers - 0.4%

 

 

 

3,000

 

Ford Motor Co., 7.70%, 5/15/97

 

3,521,625

 

Banking - 3.3%

 

 

 

1,000

 

Ally Financial, Inc., 8.30%, 2/12/15

 

1,056,250

 

1,400

 

Barclays Bank PLC, 7.625%, 11/21/22

 

1,593,375

 

1,700

 

Citigroup, Inc., 6.125%, 8/25/36

 

1,902,477

 

€500

 

LBG Capital No. 1 PLC, 7.375%, 3/12/20

 

754,267

 

 

 

LBG Capital No. 2 PLC,

 

 

 

8,900

 

8.875%, 2/7/20

 

13,969,858

 

£300

 

12.75%, 8/10/20

 

562,237

 

€1,100

 

15.00%, 12/21/19

 

2,334,152

 

$5,000

 

Wachovia Capital Trust III, 5.57%, 5/1/14 (f)

 

4,837,500

 

 

 

 

 

27,010,116

 

Diversified Financial Services - 6.4%

 

 

 

1,800

 

AGFC Capital Trust I, 6.00%, 1/15/67 (converts to FRN on 1/15/17) (a)(c)

 

1,530,000

 

7,000

 

Army Hawaii Family Housing Trust Certificates, 5.524%, 6/15/50 (NPFGC) (a)(b)(c)(g) (acquisition cost - $6,930,000; purchased 11/18/13)

 

7,248,640

 

5,094

 

GSPA Monetization Trust, 6.422%, 10/9/29 (a)(b)(c)(g) (acquisition cost - $5,032,993; purchased 9/23/13)

 

5,197,517

 

5,500

 

ILFC E-Capital Trust II, 6.25%, 12/21/65 (converts to FRN on 12/21/15) (a)(c)(i)

 

5,348,750

 

24,240

 

SLM Corp., 5.50%, 1/15/19

 

25,750,225

 

5,500

 

Western Group Housing L.P., 6.75%, 3/15/57 (a)(b)(c)(g) (acquisition cost - $6,016,890; purchased 11/22/13)

 

6,308,500

 

 

 

 

 

51,383,632

 

Electric Utilities - 0.3%

 

 

 

2,351

 

Bruce Mansfield Unit, 6.85%, 6/1/34

 

2,558,077

 

 

 

 

 

 

 

Healthcare-Services - 2.6%

 

 

 

19,515

 

City of Hope, 5.623%, 11/15/43

 

20,955,207

 

 

 

 

 

 

 

Insurance - 0.2%

 

 

 

1,400

 

American International Group, Inc., 8.175%, 5/15/68 (converts to FRN on 5/15/38)

 

1,879,500

 

 

 

 

 

 

 

Media - 0.6%

 

 

 

3,700

 

Time Warner Cable, Inc., 7.30%, 7/1/38

 

4,926,846

 

 

 

 

 

 

 

Oil & Gas - 0.5%

 

 

 

3,400

 

Anadarko Petroleum Corp., 7.00%, 11/15/27

 

3,925,120

 

 

 

 

 

 

 

Pipelines - 0.5%

 

 

 

3,700

 

Enterprise Products Operating LLC, 5.60%, 10/15/14

 

3,783,331

 

 

 

 

 

 

 

Telecommunications - 3.0%

 

 

 

7,000

 

CenturyLink, Inc., 7.60%, 9/15/39

 

6,899,375

 

12,625

 

Northwestern Bell Telephone, 7.75%, 5/1/30

 

13,471,014

 

3,400

 

Qwest Corp., 7.20%, 11/10/26

 

3,434,146

 

 

 

 

 

23,804,535

 

Total Corporate Bonds & Notes (cost-$133,267,613)

 

146,641,762

 

 

 

 

 

U.S. GOVERNMENT AGENCY SECURITIES - 7.6%

 

 

 

 

 

Fannie Mae, CMO, IO,

 

 

 

3,242

 

3.50%, 2/25/42 - 1/25/43

 

571,221

 

19,266

 

4.00%, 8/25/42

 

3,850,820

 

4,872

 

4.50%, 11/25/42

 

989,264

 

8,620

 

6.096%, 1/25/40 - 8/25/41 (i)

 

1,582,639

 

34,661

 

6.446%, 11/25/40 - 4/25/41 (i)

 

6,243,606

 

 

 

Freddie Mac, CMO,

 

 

 

3,840

 

3.00%, 2/15/33, IO

 

543,511

 

12,759

 

3.50%, 12/15/32 - 1/15/43, IO

 

1,984,915

 

3,965

 

4.00%, 11/15/39, IO

 

627,035

 

4,678

 

5.845%, 8/15/42, IO (i)

 

934,418

 

31,366

 

8.29%, 7/15/39 (b)(i)

 

32,203,425

 

 

 

Ginnie Mae, CMO,

 

 

 

4,650

 

3.50%, 6/20/42 - 3/20/43, IO

 

725,903

 

4,396

 

4.00%, 3/20/42 - 10/20/42, IO

 

795,026

 

 



 

PIMCO Income Strategy Fund II Schedule of Investments

April 30, 2014 (unaudited) (continued)

 

Principal
Amount
(000s)

 

 

 

Value*

 

$8,700

 

8.591%, 8/20/39 (b)(i)

 

$9,696,534

 

Total U.S. Government Agency Securities (cost-$60,538,473)

 

60,748,317

 

 

 

 

 

 

 

Shares

 

 

 

 

 

PREFERRED STOCK - 4.7%

 

 

 

Diversified Financial Services - 4.7%

 

 

 

260,000

 

Citigroup Capital XIII, 7.875%, 10/30/15 (h)

 

7,087,600

 

 

 

Farm Credit Bank,

 

 

 

100,000

 

6.75%, 9/15/23 (a)(b)(c)(f)(g)(h) (acquisition cost - $10,000,000; purchased 7/16/13)

 

10,321,880

 

16,900

 

10.00%, 12/15/20, Ser. 1 (f)

 

20,697,219

 

Total Preferred Stock (cost-$35,964,250)

 

38,106,699

 

 

 

 

 

 

 

Principal
Amount
(000s)

 

 

 

 

 

ASSET-BACKED SECURITIES - 2.1%

 

 

 

$437

 

Bear Stearns Asset-Backed Securities Trust, 6.50%, 10/25/36

 

373,661

 

1,916

 

Greenpoint Manufactured Housing, 8.14%, 3/20/30 (i)

 

1,970,607

 

 

 

GSAA Home Equity Trust,

 

 

 

2,537

 

5.772%, 11/25/36 (i)

 

1,600,251

 

1,970

 

6.295%, 6/25/36

 

1,149,622

 

4,041

 

IndyMac Residential Asset-Backed Trust, 0.314%, 7/25/37 (i)

 

2,517,437

 

6,664

 

Lehman XS Trust, 5.833%, 6/24/46

 

5,268,031

 

844

 

MASTR Asset-Backed Securities Trust, 5.233%, 11/25/35

 

851,097

 

331

 

Mid-State Trust IV, 8.33%, 4/1/30

 

340,933

 

1,545

 

Mid-State Trust VII, 6.34%, 10/15/36

 

1,636,343

 

1,125

 

Morgan Stanley Mortgage Loan Trust, 6.25%, 7/25/47 (i)

 

858,069

 

Total Asset-Backed Securities (cost-$16,271,346)

 

16,566,051

 

 

 

 

 

 

 

SOVEREIGN DEBT OBLIGATIONS - 0.4%

 

 

 

Spain - 0.4%

 

 

 

€2,500

 

Autonomous Community of Valencia Spain, 2.634%, 9/3/17 (i) (cost-$2,931,169)

 

3,468,373

 

 

 

 

 

 

 

Repurchase Agreements - 26.3%

 

 

 

$12,500

 

Banc of America Securities LLC,
dated 4/30/14, 0.06%, due 5/1/14, proceeds $12,500,021; collateralized by U.S. Treasury Notes, 1.625%, due 4/30/19, valued at $12,759,520 including accrued interest

 

12,500,000

 

12,000

 

Barclays Capital, Inc.,
dated 4/30/14, 0.04%, due 5/1/14, proceeds $12,000,013; collateralized by U.S. Treasury Notes, 0.75%, due 12/31/17, valued at $12,243,338 including accrued interest

 

12,000,000

 

86,800

 

BNP Paribas Securities Corp.,
dated 4/30/14, 0.06% - 0.07%, due 5/1/14, proceeds $86,800,162; collateralized by Fannie Mae, 3.50%, due 4/1/44, valued at $64,180,952 including accrued interest and U.S. Treasury Inflation Protected Securities, 0.125%, due 4/15/19, valued at $25,560,859 including accrued interest

 

86,800,000

 

8,300

 

Citigroup Global Markets, Inc.,
dated 4/30/14, 0.06%, due 5/1/14, proceeds $8,300,014; collateralized by U.S. Treasury Notes, 0.875%, due 2/28/17, valued at $8,479,289 including accrued interest

 

8,300,000

 

46,400

 

Credit Suisse Securities (USA) LLC,
dated 4/30/14, 0.06%, due 5/1/14, proceeds $46,400,077; collateralized by U.S. Treasury Notes, 0.375%, due 11/15/14, valued at $47,387,771 including accrued interest

 

46,400,000

 

7,800

 

Deutsche Bank Securities, Inc.,
dated 4/30/14, 0.05%, due 5/1/14, proceeds $7,800,011; collateralized by U.S. Treasury Notes, 1.00%, due 9/30/19, valued at $7,966,362 including accrued interest

 

7,800,000

 

8,200

 

JPMorgan Chase,
dated 4/30/14, 0.07%, due 5/1/14, proceeds $8,200,016; collateralized by Freddie Mac, 2.255%, due 12/5/22, valued at $8,402,226 including accrued interest

 

8,200,000

 

11,100

 

Morgan Stanley & Co., Inc.,
dated 4/30/14, 0.06%, due 5/1/14, proceeds $11,100,019; collateralized by U.S. Treasury Notes, 2.50%, due 4/30/15, valued at $11,471,011 including accrued interest

 

11,100,000

 

2,363

 

State Street Bank and Trust Co.,
dated 4/30/14, 0.00%, due 5/1/14, proceeds $2,363,000; collateralized by Fannie Mae, 2.20%, due 10/17/22, valued at $2,411,735 including accrued interest

 

2,363,000

 

16,200

 

TD Securities (USA) LLC,
dated 4/30/14, 0.06%, due 5/1/14, proceeds $16,200,027; collateralized by U.S. Treasury Notes, 1.00% - 1.375%, due 5/31/18 - 9/30/18, valued at $16,595,839 including accrued interest

 

16,200,000

 

Total Repurchase Agreements (cost-$211,663,000)

 

211,663,000

 

 

 

 

 

Total Investments (cost-$760,575,166) (j)-100.0%

 

$804,565,299

 

 



 


Notes to Schedule of Investments:

 

*                                         Portfolio securities and other financial instruments for which market quotations are readily available are stated at market value. Market value is generally determined on the basis of last reported sales prices, or if no sales are reported, on the basis of quotes obtained from a quotation reporting system, established market makers, or independent pricing services. The Fund’s investments are valued daily using prices supplied by an independent pricing service or dealer quotations, or by using the last sale price on the exchange that is the primary market for such securities, or the mean between the last quoted bid and ask price. Independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Centrally cleared swaps are valued at the price determined by the relevant exchange.

 

The Board of Trustees (the “Board”) has adopted procedures for valuing portfolio securities and other financial instruments in circumstances where market quotes are not readily available, and has delegated the responsibility for applying the valuation methods to Allianz Global Investors Fund Management LLC (the “Investment Manager”) and Pacific Investment Management Company LLC (the “Sub-Adviser”). The Fund’s Valuation Committee was established by the Board to oversee the implementation of the Fund’s valuation methods and to make fair value determinations on behalf of the Board, as instructed. The Sub-Adviser monitors the continued appropriateness of methods applied and determines if adjustments should be made in light of market changes, events affecting the issuer, or other factors. If the Sub-Adviser determines that a valuation method may no longer be appropriate, another valuation method may be selected, or the Valuation Committee will be convened to consider the matter and take any appropriate action in accordance with procedures set forth by the Board. The Board shall review the appropriateness of the valuation methods and these methods may be amended or supplemented from time to time by the Valuation Committee.

 

Short-term securities maturing in 60 days or less are valued at amortized cost, if their original term to maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if the original term to maturity exceeded 60 days.

 

Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the net asset value (“NAV”) of the Fund’s shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the New York Stock Exchange (“NYSE”) is closed.

 

The prices used by the Fund to value investments may differ from the value that would be realized if the investments were sold, and these differences could be material. The Fund’s NAV is normally determined as of the close of regular trading (normally, 4:00 p.m. Eastern time) on the NYSE on each day the NYSE is open for business.

 

(a)                                 Private Placement—Restricted as to resale and may not have a readily available market. Securities with an aggregate value of $42,296,687, representing 5.3% of total investments.

(b)                                 Illiquid.

(c)                                  144A—Exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid.

(d)                                 In default.

(e)                                  Fair-Valued—Securities with an aggregate value of $429,512, representing 0.1% of total investments.

(f)                                   Perpetual maturity. The date shown, if any, is the next call date.  For Corporate Bonds & Notes the interest rate is fixed until the first call date and variable thereafter.

(g)                                  Restricted. The aggregate acquisition cost of such securities is $27,979,883. The aggregate value is $29,076,537, representing 3.6% of total investments.

(h)                                 Dividend rate is fixed until the first call date and variable thereafter.

(i)                                     Variable or Floating Rate Security—Securities with an interest rate that changes periodically.  The interest rate disclosed reflects the rate in effect on April 30, 2014.

(j)                                    At April 30, 2014, the cost basis of portfolio securities for federal income tax purposes was $760,932,279. Gross unrealized appreciation was $45,427,992; gross unrealized depreciation was $1,794,972; and net unrealized appreciation was $43,633,020.  The difference between book and tax cost basis was attributable to the differing treatment of bond amortization/accretion.

(k)                                 Interest rate swap agreement outstanding at April 30, 2014:

 

OTC swap agreements:

 

 

 

Notional

 

 

 

Rate Type

 

 

 

Upfront

 

 

 

Swap
Counterparty

 

Amount
(000s)

 

Termination
Date

 

Payments
Made

 

Payments
Received

 

Value

 

Premiums
Paid (Received)

 

Unrealized
Appreciation

 

Bank of America

 

$556,700

 

7/15/19

 

3-Month USD-LIBOR

 

2.10

%

$1,058,142

 

$328,898

 

$729,244

 

Morgan Stanley

 

1,000,000

 

9/4/19

 

3-Month USD-LIBOR

 

2.00

%

1,001,168

 

(2,821,087

)

3,822,255

 

Nomura Global Financial Products

 

556,600

 

7/15/19

 

3-Month USD-LIBOR

 

2.10

%

1,057,951

 

486,589

 

571,362

 

 

 

 

 

 

 

 

 

 

 

$3,117,261

 

$(2,005,600

)

$5,122,861

 

 



 

Centrally cleared swap agreements:

 

 

 

Notional

 

 

 

Rate Type

 

 

 

Unrealized

 

Broker (Exchange)

 

Amount
(000s)

 

Termination
Date

 

Payments
Made

 

Payments
Received

 

Value

 

Appreciation
(Depreciation)

 

Goldman Sachs (CME)

 

$66,400

 

6/18/44

 

3.50%

 

3-Month USD-LIBOR

 

$(392,907

)

$(3,952,338

)

Morgan Stanley (CME)

 

236,000

 

6/18/43

 

3.75%

 

3-Month USD-LIBOR

 

(12,973,956

)

(13,953,721

)

Morgan Stanley (CME)

 

236,000

 

6/19/44

 

3-Month USD-LIBOR

 

3.50%

 

5,363,373

 

13,062,310

 

 

 

 

 

 

 

 

 

 

 

$(8,003,490

)

$(4,843,749

)

 

(l)                                     Forward foreign currency contracts outstanding at April 30, 2014:

 

 

 

Counterparty

 

U.S.$ Value on
Origination Date

 

U.S.$ Value
April 30, 2014

 

Unrealized
Appreciation
(Depreciation)

 

Purchased:

 

 

 

 

 

 

 

 

 

804,284 Brazilian Real settling 5/5/14

 

Goldman Sachs

 

$359,698

 

$360,706

 

$1,008

 

2,221,907 Brazilian Real settling 5/5/14

 

UBS

 

999,059

 

996,483

 

(2,576

)

178,000 British Pound settling 6/3/14

 

JPMorgan Chase

 

298,700

 

300,460

 

1,760

 

178,000 British Pound settling 5/2/14

 

Royal Bank of Scotland

 

293,244

 

300,535

 

7,291

 

14,284,000 Euro settling 5/2/14

 

Bank of America

 

19,763,471

 

19,816,898

 

53,427

 

Sold:

 

 

 

 

 

 

 

 

 

804,284 Brazilian Real settling 5/5/14

 

Goldman Sachs

 

363,300

 

360,706

 

2,594

 

2,221,907 Brazilian Real settling 5/5/14

 

UBS

 

952,771

 

996,483

 

(43,712

)

2,221,907 Brazilian Real settling 6/3/14

 

UBS

 

990,861

 

987,431

 

3,430

 

178,000 British Pound settling 5/2/14

 

JPMorgan Chase

 

298,773

 

300,535

 

(1,762

)

14,284,000 Euro settling 6/3/14

 

Bank of America

 

19,761,914

 

19,815,561

 

(53,647

)

14,284,000 Euro settling 5/2/14

 

Royal Bank of Scotland

 

19,678,053

 

19,816,898

 

(138,845

)

 

 

 

 

 

 

 

 

$(171,032

)

 

(m)                             At April 30, 2014, the Fund held $15,610,000 in cash as collateral and pledged cash collateral of $5,330,000 for derivative contracts. Cash collateral held may be invested in accordance with the Fund’s investment strategy.

(n)                                 The weighted average daily balance of reverse repurchase agreements during the nine months ended April 30, 2014 was $13,330,250, at a weighted average interest rate of 0.40%. There were no open reverse repurchase agreements at April 30, 2014.

 



 

Fair Value Measurements

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants. The three levels of the fair value hierarchy are described below:

 

·                  Level 1 – quoted prices in active markets for identical investments that the Fund has the ability to access

·                  Level 2 – valuations based on other significant observable inputs, which may include, but are not limited to, quoted prices for similar assets or liabilities, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates or other market corroborated inputs

·                  Level 3 – valuations based on significant unobservable inputs (including the Sub-Adviser’s or Valuation Committee’s own assumptions and securities whose price was determined by using a single broker’s quote)

 

The valuation techniques used by the Fund to measure fair value during the nine months ended April 30, 2014 were intended to maximize the use of observable inputs and to minimize the use of unobservable inputs.

 

The Fund’s policy is to recognize transfers between levels at the end of the reporting period. An investment asset’s or liability’s level within the fair value hierarchy is based on the lowest level input, individually or in aggregate, that is significant to the fair value measurement. The objective of fair value measurement remains the same even when there is a significant decrease in the volume and level of activity for an asset or liability and regardless of the valuation techniques used. Investments categorized as Level 1 or 2 as of period end may have been transferred between Levels 1 and 2 since the prior period due to changes in the valuation method utilized in valuing the investments.

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following are certain inputs and techniques that the Fund generally uses to evaluate how to classify each major category of assets and liabilities for Level 2 and Level 3, in accordance with Generally Accepted Accounting Principles.

 

Equity Securities (Common and Preferred Stock) — Equity securities traded in inactive markets are valued using inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from independent pricing services that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable, the values of equity securities are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Government Sponsored Enterprise and Mortgage-Backed Securities — Government sponsored enterprise and mortgage-backed securities are valued by independent pricing services using pricing models based on inputs that include issuer type, coupon, cash flows, mortgage prepayment projection tables and Adjustable Rate Mortgage evaluations that incorporate index data, periodic life caps and the next coupon reset date. To the extent that these inputs are observable, the values of government sponsored enterprise and mortgage-backed securities are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Municipal Bonds — Municipal bonds are valued by independent pricing services based on pricing models that take into account, among other factors, information received from market makers and broker-dealers, current trades, bid-want lists, offerings, market movements, the callability of the bond, state of issuance, benchmark yield curves, and bond insurance. To the extent that these inputs are observable, the values of municipal bonds are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Sovereign Debt Obligations — Sovereign debt obligations are valued by independent pricing services based on discounted cash flow models that incorporate option adjusted spreads along with benchmark curves and credit spreads. In addition, international bond markets are monitored regularly for information pertaining to the issuer and/or the specific issue. To the extent that these inputs are observable, the values of sovereign debt obligations are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Corporate Bonds & Notes — Corporate bonds & notes are generally comprised of two main categories: investment grade bonds and high yield bonds. Investment grade bonds are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the

 



 

issuer or comparable issuers, and option adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. High yield bonds are valued by independent pricing services based primarily on broker-dealer quotations from relevant market makers and recently executed transactions in securities of the issuer or comparable issuers. The broker-dealer quotations received are supported by credit analysis of the issuer that takes into consideration credit quality assessments, daily trading activity, and the activity of the underlying equities, listed bonds and sector-specific trends. To the extent that these inputs are observable, the values of corporate bonds & notes are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Asset-Backed Securities and Collateralized Mortgage Obligations — Asset-backed securities and collateralized mortgage obligations are valued by independent pricing services using pricing models based on a security’s average life volatility. The models also take into account tranche characteristics such as coupon, average life, collateral types, ratings, the issuer and tranche type, underlying collateral and performance of the collateral, and discount margin for certain floating rate issues. To the extent that these inputs are observable, the values of asset-backed securities and collateralized mortgage obligations are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Forward Foreign Currency Contracts — Forward foreign currency contracts are valued by independent pricing services using various inputs and techniques, which include broker-dealer quotations, actual trading information and foreign currency exchange rates gathered from leading market makers and foreign currency exchange trading centers throughout the world. To the extent that these inputs are observable, the values of forward foreign currency contracts are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

Interest Rate Swaps — OTC interest rate swaps are valued by independent pricing services using pricing models that are based on real-time intraday snapshots of relevant interest rate curves that are built using the most actively traded securities for a given maturity. The pricing models also incorporate cash and money market rates. In addition, market data pertaining to interest rate swaps is monitored regularly to ensure that interest rates are properly depicting the current market rate. Centrally cleared interest rate swaps are valued at the price determined by the relevant exchange. To the extent that these inputs are observable, the values of interest rate swaps are categorized as Level 2. To the extent that these inputs are unobservable, the values are categorized as Level 3.

 

A summary of the inputs used at April 30, 2014 in valuing the Fund’s assets and liabilities is listed below (refer to the Schedule of Investments and Notes to Schedule of Investments for more detailed information on Investments in Securities and Other Financial Instruments):

 

 

 

Level 1 -
Quoted Prices

 

Level 2 -
Other Significant
Observable
Inputs

 

Level 3 -
Significant
Unobservable
Inputs

 

Value at
4/30/14

 

Investments in Securities - Assets

 

 

 

 

 

 

 

 

 

Mortgage-Backed Securities

 

$—

 

$179,701,613

 

$—

 

$179,701,613

 

Municipal Bonds

 

 

147,669,484

 

 

147,669,484

 

Corporate Bonds & Notes:

 

 

 

 

 

 

 

 

 

Airlines

 

 

 

2,893,773

 

2,893,773

 

Diversified Financial Services

 

 

46,186,115

 

5,197,517

 

51,383,632

 

All Other

 

 

92,364,357

 

 

92,364,357

 

U.S. Government Agency Securities

 

 

60,748,317

 

 

60,748,317

 

Preferred Stock

 

7,087,600

 

31,019,099

 

 

38,106,699

 

Asset-Backed Securities

 

 

16,566,051

 

 

16,566,051

 

Sovereign Debt Obligations

 

 

3,468,373

 

 

3,468,373

 

Repurchase Agreements

 

 

211,663,000

 

 

211,663,000

 

 

 

7,087,600

 

789,386,409

 

8,091,290

 

804,565,299

 

Other Financial Instruments* - Assets

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

 

69,510

 

 

69,510

 

Interest Rate Contracts

 

 

18,185,171

 

 

18,185,171

 

 

 

 

18,254,681

 

 

18,254,681

 

Other Financial Instruments* - Liabilities

 

 

 

 

 

 

 

 

 

Foreign Exchange Contracts

 

 

(240,542

)

 

(240,542

)

Interest Rate Contracts

 

 

(17,906,059

)

 

(17,906,059

)

 

 

 

(18,146,601

)

 

(18,146,601

)

Totals

 

$7,087,600

 

$789,494,489

 

$8,091,290

 

$804,673,379

 

 



 

At April 30, 2014, there were no transfers between Levels 1 and 2.

 

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the nine months ended April 30, 2014, was as follows:

 

 

 

Beginning
Balance
7/31/13

 

Purchases

 

Sales

 

Accrued
Discount
(Premiums)

 

Net
Realized
Gain (Loss)

 

Net Change
in Unrealized
Appreciation/
Depreciation

 

Transfers
into
Level 3

 

Transfers
out of
Level 3**

 

Ending
Balance
4/30/14

 

Investments in Securities - Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage-Backed Securities

 

$16,310,862

 

$8,866,090

 

$(24,222,343

)

$32,547

 

$(554,309

)††

$151,462

 

$—

 

$(584,309

)

$—

 

Corporate Bonds & Notes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Airlines

 

20,947,526

 

5,030,022

 

(16,354,538

)†

(40,182

)

509,685

 

(7,198,740

)

 

 

2,893,773

 

Diversified Financial Services

 

 

5,087,521

 

(55,185

)

1,321

 

650

 

163,210

 

 

 

5,197,517

 

Electric Utilities

 

57,254

 

 

(923,667

)†††

 

 

866,413

 

 

 

 

U.S. Government Agency Securities

 

7,599,192

 

63,334

 

(7,845,174

)

 

117,737

 

64,911

 

 

 

 

Totals

 

$44,914,834

 

$19,046,967

 

$(49,400,907

)

$(6,314

)

$73,763

 

$(5,952,744

)

$—

 

$(584,309

)

$8,091,290

 

 

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 at April 30, 2014:

 

 

 

Ending
Balance
at 4/30/14

 

Valuation
Technique Used

 

Unobservable
Inputs

 

Input Values

 

Investments in Securities - Assets

 

 

 

 

 

 

 

 

 

Corporate Bonds & Notes

 

$429,512

 

Analytical Model

 

Estimated Recovery Value

 

$1.74-$5.32

 

 

 

7,661,778

 

Third-Party Pricing Vendor

 

Single Broker Quote

 

$102.04-$113.88

 

 


Reduction of cost due to corporate action.

 

†† Paydown shortfall.

 

††† Liquidation due to corporate action.

 

* Other financial instruments are derivatives, such as swap agreements and forward foreign currency contracts, which are valued at the unrealized appreciation (depreciation) of the instrument.

 

** Transferred out of Level 3 into Level 2 because an evaluated price with observable inputs from a third-party pricing vendor became available.

 

The net change in unrealized appreciation/depreciation of Level 3 investments held at April 30, 2014 was $(6,212,664).

 

Glossary:

 

£ - British Pound

CME - Chicago Mercantile Exchange

CMO - Collateralized Mortgage Obligation

€ - Euro

FRN - Floating Rate Note

IO - Interest Only

LIBOR - London Inter-Bank Offered Rate

NPFGC - insured by National Public Finance Guarantee Corp.

OTC - Over-the-Counter

 



 

Item 2. Controls and Procedures

 

(a) The registrant’s President & Chief Executive Officer and Treasurer, Principal Financial & Accounting Officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

 

(b) There were no significant changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d))) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting

 

Item 3. Exhibits

 

(a) Exhibit 99.302 Cert. — Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 



 

SIGNATURES

 

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.

 

Registrant: PIMCO Income Strategy Fund II

 

 

 

 

 

 

By

/s/ Julian Sluyters

 

 

Julian Sluyters,

 

 

President & Chief Executive Officer

 

 

 

 

 

Date: June 20, 2014

 

 

 

 

 

 

By

/s/ Lawrence G. Altadonna

 

 

Lawrence G. Altadonna,

 

 

Treasurer, Principal Financial & Accounting Officer

 

 

 

 

 

Date: June 20, 2014

 

 

 

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/ Julian Sluyters

 

 

Julian Sluyters,

 

 

President & Chief Executive Officer

 

 

 

 

 

Date: June 20, 2014

 

 

 

 

 

 

By

/s/ Lawrence G. Altadonna

 

 

Lawrence G. Altadonna,

 

 

Treasurer, Principal Financial & Accounting Officer

 

 

 

 

 

Date: June 20, 2014