SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
N-8F
APPLICATION
FOR DEREGISTRATION OF CERTAIN REGISTERED
INVESTMENT
COMPANIES
I. General
Identifying Information
1. Reason
fund is applying to deregister (check
only one
; for descriptions,
see
Instruction 1
above):
[X]
Merger
[ ]
Liquidation
[ ]
Abandonment of
Registration
[ ] Election
of status as a
Business
Development Company
2. Name
of fund: BlackRock California Municipal Income Trust II (the "
Fund
")
3. Securities
and Exchange Commission File No.: 811-21125
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4.
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Is
this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
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[X] Initial
Application [ ] Amendment
5. Address
of Principal Executive Office (include No. & Street, City, State, Zip
Code):
100 Bellevue Parkway
Wilmington, Delaware 19809
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6.
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Name,
address and telephone number of individual the Commission staff should
contact with any questions regarding this
form:
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Mike K. Hoffman, Esq.
Skadden, Arps, Slate, Meagher &
Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3406
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7.
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Name,
address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules
31a-1 and 31a-2 under the Act
[17
CFR 270.31a-1, .31a-2]:
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BlackRock Advisors,
LLC
100 Bellevue Parkway
Wilmington, Delaware 19809
(888) 825-2257
8. Classification
of fund (check only one):
[X] Management
company;
[ ] Unit
investment trust; or
[ ] Face-amount
certificate company.
9. Subclassification
if the fund is a management company (check only one):
[ ] Open-end [X] Closed-end
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10.
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State
law under which the fund was organized or formed (
e.g.
, Delaware,
Massachusetts):
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11.
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Provide
the name and address of each investment adviser of the fund (including
sub-advisers) during the last five years, even if the fund's contracts
with those advisers have been
terminated:
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BlackRock Advisors, LLC
100 Bellevue Parkway
Wilmington, Delaware 19809
BlackRock Financial Management,
Inc.
55 East 52nd
Street
New York, New York 10055
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12.
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Provide
the name and address of each principal underwriter of the fund during the
last five years, even if the fund's contracts with those underwriters have
been terminated:
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The Fund has not made a public offering
of its securities during the last five years and
does not propose to make a public offering or
engage in business of any kind.
13. If
the fund is a unit investment trust ("UIT") provide: Not
applicable.
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(a)
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Depositor's
name(s) and address(es):
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(b)
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Trustee's
name(s) and address(es):
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14.
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Is
there a UIT registered under the Act that served as a vehicle for
investment in the fund (
e.g.
, an insurance
company separate account)?
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[ ] Yes
[X] No
If Yes, for each UIT
state:
Name(s):
File No.:
Business Address:
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15.
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(a)
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Did
the fund obtain approval from the board of directors concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
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[X] Yes [ ] No
If Yes, state the date on which the
board vote took place: May 28, 2009
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(b)
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Did
the fund obtain approval from the shareholders concerning the decision to
engage in a Merger, Liquidation or Abandonment of
Registration?
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[X] Yes [ ] No
If Yes, state the date on which the
shareholder vote took place: November 30,
2009
If No, explain:
II. Distributions
to Shareholders
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16.
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Has
the fund distributed any assets to its shareholders in connection with the
Merger or Liquidation?
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[X] Yes [ ] No
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(a)
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If Yes, list the date(s) on which the fund made those
distributions:
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February 1, 2010
(b) Were
the distributions made on the basis of net assets?
[X] Yes
[ ] No
(c) Were
the distributions made
pro
rata
based on share ownership?
[X] Yes
[ ] No
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(d)
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If
No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used
and explain how it was calculated:
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(e)
Liquidations only:
Not
applicable.
Were any distributions to shareholders
made in kind?
[ ] Yes
[ ] No
If
Yes, indicate the percentage of fund shares owned by affiliates, or any other
affiliation of shareholders:
17.
Closed-end funds
only:
Has the fund issued senior
securities?
[X] Yes [ ] No
If
Yes, describe the method of calculating payments to senior securityholders and
distributions to other shareholders:
Common
shares of the Fund were exchanged for common shares of BlackRock California
Municipal Income Trust based on the relative net asset values of each fund’s
common shares as of January 29, 2010.
Each
holder of Series T7 Auction Market Preferred Shares of the Fund received Series
T7 Auction Market Preferred Shares of BlackRock California Municipal Income
Trust having an aggregate liquidation preference equal to the aggregate
liquidation preference attributable to the Series T7 Auction Market Preferred
Shares of the Fund that were exchanged.
Each
holder of Series R7 Auction Market Preferred Shares of the Fund received Series
R7 Auction Market Preferred Shares of BlackRock California Municipal Income
Trust having an aggregate liquidation preference equal to the aggregate
liquidation preference attributable to the Series R7 Auction Market Preferred
Shares of the Fund that were exchanged.
18. Has
the fund distributed
all
of its
assets to the fund's shareholders?
[X] Yes
[ ] No
If No,
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(a)
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How
many shareholders does the fund have as of the date this form is
filed?
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(b) Describe
the relationship of each remaining shareholder to the fund:
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19.
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Are
there any shareholders who have not yet received distributions in complete
liquidation of their interests?
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[ ] Yes [X] No
If
Yes, describe briefly the plans (if any) for distributing to, or preserving the
interests of, those shareholders:
III. Assets
and Liabilities
20. Does
the fund have any assets as of the date this form is filed?
[ ] Yes [X]
No
If Yes,
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(a)
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Describe
the type and amount of each asset retained by the fund as of the date this
form is filed:
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(b) Why
has the fund retained the remaining assets?
(c) Will
the remaining assets be invested in securities?
[ ] Yes [ ] No
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21.
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Does
the fund have any outstanding debts (other than face-amount certificates
if the fund is a face-amount certificate company) or any other
liabilities?
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If
Yes,
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(a)
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Describe
the type and amount of each debt or other
liability:
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(b)
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How
does the fund intend to pay these outstanding debts or other
liabilities?
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IV.
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Information
About Event(s) Leading to Request For
Deregistration
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22.
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(a)
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List
the expenses incurred in connection with the Merger or
Liquidation:
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(i)
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Legal
expenses: $90,000
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(ii)
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Accounting
expenses: $0
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(iii)
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Other
expenses (list and identify
separately):
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a.
Printing of Proxy Statement:
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approximately
$8,295
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b.
Audit Fees:
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approximately
$6,900
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c.
Transfer Agent Fees:
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approximately
$8,000
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d. Exchange
Listing Fees:
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approximately
$13,051
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e.
Rating Agency Fees:
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approximately
$7,600
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f.
SEC Fees:
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approximately
$3,283
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g.
Mailing & Solicitation Fees:
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approximately
$20,790
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(iv)
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Total
expenses (sum of lines (i)-(iii) above):
$157,919
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(b)
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How
were those expenses allocated? The expenses were allocated to
the Fund.
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(c)
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Who
paid those expenses? The expenses were paid by the
Fund.
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(d)
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How
did the fund pay for unamortized expenses (if
any)? N/A
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23.
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Has
the fund previously filed an application for an order of the Commission
regarding the Merger or
Liquidation?
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If
Yes, cite the release numbers of the Commission's notice and order or, if no
notice or order has been issued, the file number and date the application was
filed:
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V.
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Conclusion
of Fund Business
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24.
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Is
the fund a party to any litigation or administrative
proceeding?
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If
Yes, describe the nature of any litigation or proceeding and the position taken
by the fund in that litigation:
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25.
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Is
the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its
affairs?
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If
Yes, describe the nature and extent of those activities:
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26.
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(a)
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State
the name of the fund surviving the
Merger:
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BlackRock
California Municipal Income Trust
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(b)
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State
the Investment Company Act file number of the fund surviving the
merger:
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(c)
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If
the merger or reorganization agreement has been filed with the Commission,
state the file number(s), form type used and date the agreement was
filed:
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The
Form of Agreement and Plan of Reorganization was filed with the Commission
on Form N-14 (File No. 333-160166) on June 23, 2009. It was included as
Appendix A to the SAI.
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(d) If the merger or reorganization
agreement has
not
been
filed with the Commission, provide a copy of the agreement as an exhibit to this
form.
