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: 811-21197 and 811-21300
Name of Fund: BBIF Government Securities Fund and Master Government Securities LLC
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BBIF Government Securities Fund and Master Government Securities LLC, 55 East 52nd Street, New York, NY 10055
Registrants’ telephone number, including area code: (800) 626-1960
Date of fiscal year end: 03/31/2014
Date of reporting period: 03/31/2014
Item 1 – Report to Stockholders
ANNUAL REPORT |
Not FDIC Insured May Lose Value No Bank Guarantee |
Table of Contents
Page | ||||||
Shareholder Letter |
3 | |||||
Annual Report: |
||||||
Money Market Overview |
4 | |||||
Fund Information |
5 | |||||
Disclosure of Expenses |
6 | |||||
Fund Financial Statements: |
||||||
Statements of Assets and Liabilities |
7 | |||||
Statements of Operations |
8 | |||||
Statements of Changes in Net Assets |
9 | |||||
Fund Financial Highlights |
10 | |||||
Fund Notes to Financial Statements |
14 | |||||
Fund Report of Independent Registered Public Accounting Firm |
17 | |||||
Fund Important Tax Information |
17 | |||||
Master LLC Portfolio Information |
18 | |||||
Master LLC Financial Statements: |
||||||
Schedules of Investments |
19 | |||||
Statements of Assets and Liabilities |
22 | |||||
Statements of Operations |
23 | |||||
Statements of Changes in Net Assets |
23 | |||||
Master LLC Financial Highlights |
24 | |||||
Master LLC Notes to Financial Statements |
25 | |||||
Master LLC Report of Independent Registered Public Accounting Firm |
27 | |||||
Officers and Directors |
28 | |||||
Additional Information |
31 |
2 | ANNUAL REPORT | MARCH 31, 2014 |
Shareholder Letter |
President, BlackRock Advisors,
LLC
6-month | 12-month | |||||||||
U.S. large cap equities (S&P 500® Index) | 12.51 | % | 21.86 | % | ||||||
U.S. small cap equities (Russell 2000® Index) | 9.94 | 24.90 | ||||||||
International equities (MSCI Europe, Australasia, Far East Index) | 6.41 | 17.56 | ||||||||
Emerging market equities (MSCI Emerging Markets Index) | 1.39 | (1.43 | ) | |||||||
3-month Treasury bill (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index) | 0.03 | 0.07 | ||||||||
U.S. Treasury securities (BofA Merrill Lynch 10-Year U.S. Treasury Index) | 0.85 | (4.38 | ) | |||||||
U.S. investment grade bonds (Barclays U.S. Aggregate Bond Index) | 1.70 | (0.10 | ) | |||||||
Tax-exempt municipal bonds (S&P Municipal Bond Index) | 3.91 | 0.31 | ||||||||
U.S. high yield bonds (Barclays U.S. Corporate High Yield 2% Issuer Capped Index) | 6.66 | 7.53 |
THIS PAGE NOT PART OF YOUR FUND
REPORT |
3 |
Money Market Overview |
For the 12-Month Period Ended March 31, 2014
4 | ANNUAL REPORT | MARCH 31, 2014 |
Fund Information as of March 31, 2014 |
BBIF Government Securities Fund
7-Day SEC Yields |
7-Day Yields |
|||||||||
Class 1 |
0.00 | % | 0.00 | % | ||||||
Class 2 |
0.00 | % | 0.00 | % | ||||||
Class 3 |
0.00 | % | 0.00 | % | ||||||
Class 4 |
0.00 | % | 0.00 | % | ||||||
BBIF Treasury Fund
7-Day SEC Yields |
7-Day Yields |
|||||||||
Class 1 |
0.00 | % | 0.00 | % | ||||||
Class 2 |
0.00 | % | 0.00 | % | ||||||
Class 3 |
0.00 | % | 0.00 | % | ||||||
Class 4 |
0.00 | % | 0.00 | % |
ANNUAL REPORT | MARCH 31, 2014 | 5 |
Disclosure of Expenses |
Expense Examples
Actual | Hypothetical2 | |||||||||||||||||||||||||||||
Beginning Account Value October 1, 2013 |
Ending Account Value March 31, 2014 |
Expenses
Paid During the Period1 |
Beginning Account Value October 1, 2013 |
Ending Account Value March 31, 2014 |
Expenses
Paid During the Period1 |
Annualized Expense Ratio |
||||||||||||||||||||||||
BBIF Government Securities Fund |
||||||||||||||||||||||||||||||
Class 1 |
$ | 1,000.00 | $ | 1,000.10 | $ | 0.30 | $ | 1,000.00 | $ | 1,024.63 | $ | 0.30 | 0.06 | % | ||||||||||||||||
Class 2 |
$ | 1,000.00 | $ | 1,000.10 | $ | 0.30 | $ | 1,000.00 | $ | 1,024.63 | $ | 0.30 | 0.06 | % | ||||||||||||||||
Class 3 |
$ | 1,000.00 | $ | 1,000.10 | $ | 0.30 | $ | 1,000.00 | $ | 1,024.63 | $ | 0.30 | 0.06 | % | ||||||||||||||||
Class 4 |
$ | 1,000.00 | $ | 1,000.10 | $ | 0.30 | $ | 1,000.00 | $ | 1,024.63 | $ | 0.30 | 0.06 | % | ||||||||||||||||
BBIF Treasury Fund |
||||||||||||||||||||||||||||||
Class 1 |
$ | 1,000.00 | $ | 1,000.10 | $ | 0.25 | $ | 1,000.00 | $ | 1,024.68 | $ | 0.25 | 0.05 | % | ||||||||||||||||
Class 2 |
$ | 1,000.00 | $ | 1,000.10 | $ | 0.25 | $ | 1,000.00 | $ | 1,024.68 | $ | 0.25 | 0.05 | % | ||||||||||||||||
Class 3 |
$ | 1,000.00 | $ | 1,000.10 | $ | 0.25 | $ | 1,000.00 | $ | 1,024.68 | $ | 0.25 | 0.05 | % | ||||||||||||||||
Class 4 |
$ | 1,000.00 | $ | 1,000.10 | $ | 0.25 | $ | 1,000.00 | $ | 1,024.68 | $ | 0.25 | 0.05 | % |
1 | For each class of the Funds, expenses are equal to the annualized net expense ratio for the class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period shown). Because the Funds are feeder funds, the expense examples reflect the net expenses of both the Funds and the master funds in which they invest. |
2 | Hypothetical 5% annual return before expenses is calculated by pro rating the number of days in the most recent fiscal half year divided by 365. |
6 | ANNUAL REPORT | MARCH 31, 2014 |
Statements of Assets and Liabilities |
March 31, 2014 | BBIF Government Securities Fund |
BBIF Treasury Fund |
|||||||||
Assets |
|||||||||||
Investments at value – Master Government Securities LLC and Master Treasury LLC (each, a Master LLC or collectively, the
Master LLCs), respectively1 |
$ | 260,088,028 | $ | 726,211,186 | |||||||
Capital shares sold receivable |
1,695,433 | 402,708 | |||||||||
Prepaid expenses |
12,944 | 5,415 | |||||||||
Total assets |
261,796,405 | 726,619,309 | |||||||||
Liabilities |
|||||||||||
Contributions payable to the Master LLC |
1,695,433 | 402,708 | |||||||||
Administration fees payable |
3,267 | | |||||||||
Service fees payable |
| 153 | |||||||||
Officers fees payable |
| 91 | |||||||||
Other accrued expenses payable |
33,937 | 31,880 | |||||||||
Total liabilities |
1,732,637 | 434,832 | |||||||||
Net Assets |
$ | 260,063,768 | $ | 726,184,477 | |||||||
Net Assets Consist of |
|||||||||||
Paid-in capital2,3 |
$ | 260,062,354 | $ | 726,168,965 | |||||||
Undistributed net investment income |
104 | | |||||||||
Accumulated net realized gain allocated from the Master LLC |
1,310 | 15,512 | |||||||||
Net Assets |
$ | 260,063,768 | $ | 726,184,477 | |||||||
Net Asset Value |
|||||||||||
Class 1 |
|||||||||||
Net assets |
$ | 6,922,735 | $ | 24,806,369 | |||||||
Shares outstanding |
6,922,697 | 24,805,890 | |||||||||
Net asset value |
$ | 1.00 | $ | 1.00 | |||||||
Class 2 |
|||||||||||
Net assets |
$ | 16,553,673 | $ | 47,660,037 | |||||||
Shares outstanding |
16,553,582 | 47,659,010 | |||||||||
Net asset value |
$ | 1.00 | $ | 1.00 | |||||||
Class 3 |
|||||||||||
Net assets |
$ | 59,541,758 | $ | 277,444,311 | |||||||
Shares outstanding |
59,541,428 | 277,438,460 | |||||||||
Net asset value |
$ | 1.00 | $ | 1.00 | |||||||
Class 4 |
|||||||||||
Net assets |
$ | 177,045,602 | $ | 376,273,760 | |||||||
Shares outstanding |
177,044,649 | 376,265,606 | |||||||||
Net asset value |
$ | 1.00 | $ | 1.00 | |||||||
1 Investments at cost – from the applicable Master LLC |
$ | 260,088,028 | $ | 726,211,186 | |||||||
2 Shares authorized |
unlimited | unlimited | |||||||||
3 Par value per share |
$ | 0.10 | $ | 0.10 |
ANNUAL REPORT | MARCH 31, 2014 | 7 |
Statements of Operations |
Year Ended March 31, 2014 | BBIF Government Securities Fund |
BBIF Treasury Fund |
|||||||||
Investment Income |
|||||||||||
Net investment income allocated from the applicable Master LLC: |
|||||||||||
Interest |
$ | 143,543 | $ | 456,582 | |||||||
Expenses |
(550,989 | ) | (1,395,241 | ) | |||||||
Fees waived |
473,117 | 1,129,517 | |||||||||
Total income |
65,671 | 190,858 | |||||||||
Fund Expenses |
|||||||||||
Administration |
505,770 | 1,891,019 | |||||||||
Service and distribution – Class 1 |
104,568 | 229,001 | |||||||||
Service and distribution – Class 2 |
120,279 | 358,362 | |||||||||
Service and distribution – Class 3 |
231,818 | 840,814 | |||||||||
Service and distribution – Class 4 |
410,586 | 1,678,106 | |||||||||
Transfer agent – Class 1 |
1,915 | 4,485 | |||||||||
Transfer agent – Class 2 |
988 | 2,245 | |||||||||
Transfer agent – Class 3 |
1,340 | 3,619 | |||||||||
Transfer agent – Class 4 |
1,525 | 4,650 | |||||||||
Registration |
84,108 | 154,778 | |||||||||
Professional |
21,763 | 22,269 | |||||||||
Printing |
6,273 | 5,448 | |||||||||
Officer |
2 | 99 | |||||||||
Miscellaneous |
13,387 | 15,888 | |||||||||
Total expenses |
1,504,322 | 5,210,783 | |||||||||
Less fees waived by administrator |
(502,413 | ) | (1,891,019 | ) | |||||||
Less service and distribution fees waived – Class 1 |
(104,568 | ) | (229,001 | ) | |||||||
Less service and distribution fees waived – Class 2 |
(120,279 | ) | (358,362 | ) | |||||||
Less service and distribution fees waived – Class 3 |
(231,818 | ) | (840,814 | ) | |||||||
Less service and distribution fees waived – Class 4 |
(410,586 | ) | (1,678,106 | ) | |||||||
Transfer agent fees reimbursed – Class 1 |
(1,915 | ) | (4,485 | ) | |||||||
Transfer agent fees reimbursed – Class 2 |
(988 | ) | (2,245 | ) | |||||||
Transfer agent fees reimbursed – Class 3 |
(1,340 | ) | (3,619 | ) | |||||||
Transfer agent fees reimbursed – Class 4 |
(1,525 | ) | (4,650 | ) | |||||||
Less other expenses waived and/or reimbursed by administrator – Class 1 |
(3,284 | ) | (323 | ) | |||||||
Less other expenses waived and/or reimbursed by administrator – Class 2 |
(6,988 | ) | (549 | ) | |||||||
Less other expenses waived and/or reimbursed by administrator – Class 3 |
(24,894 | ) | (2,377 | ) | |||||||
Less other expenses waived and/or reimbursed by administrator – Class 4 |
(28,162 | ) | (4,704 | ) | |||||||
Total expenses after fees waived and/or reimbursed |
65,562 | 190,529 | |||||||||
Net investment income |
109 | 329 | |||||||||
Realized Gain Allocated from the applicable Master
LLC |
|||||||||||
Net realized gain from investments |
6,267 | 52,194 | |||||||||
Net Increase in Net Assets Resulting from Operations |
$ | 6,376 | $ | 52,523 |
8 | ANNUAL REPORT | MARCH 31, 2014 |
Statements of Changes in Net Assets |
BBIF Government Securities Fund |
|
|
BBIF Treasury Fund |
||||||||||||||||||||
Year Ended March 31, |
|
|
Year Ended March 31, |
||||||||||||||||||||
Increase (Decrease) in Net Assets: | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Operations |
|||||||||||||||||||||||
Net investment income |
$ | 109 | $ | 178 | $ | 329 | $ | 213 | |||||||||||||||
Net realized gain |
6,267 | 21,995 | 52,194 | 46,496 | |||||||||||||||||||
Net increase in net assets resulting from operations |
6,376 | 22,173 | 52,523 | 46,709 | |||||||||||||||||||
Dividends and Distributions to Shareholders
From1 |
|||||||||||||||||||||||
Net investment income: |
|||||||||||||||||||||||
Class 1 |
(6 | ) | (7 | ) | (10 | ) | (11 | ) | |||||||||||||||
Class 2 |
(11 | ) | (13 | ) | (23 | ) | (30 | ) | |||||||||||||||
Class 3 |
(37 | ) | (44 | ) | (99 | ) | (66 | ) | |||||||||||||||
Class 4 |
(66 | ) | (114 | ) | (197 | ) | (231 | ) | |||||||||||||||
Net realized gain: |
|||||||||||||||||||||||
Class 1 |
(544 | ) | (312 | ) | (1,058 | ) | (712 | ) | |||||||||||||||
Class 2 |
(1,299 | ) | (601 | ) | (3,205 | ) | (2,033 | ) | |||||||||||||||
Class 3 |
(4,593 | ) | (3,218 | ) | (15,597 | ) | (9,211 | ) | |||||||||||||||
Class 4 |
(6,377 | ) | (7,919 | ) | (30,146 | ) | (25,389 | ) | |||||||||||||||
Decrease in net assets resulting from dividends and distributions to shareholders |
(12,933 | ) | (12,228 | ) | (50,335 | ) | (37,683 | ) | |||||||||||||||
Capital Share Transactions |
|||||||||||||||||||||||
Net increase (decrease) in net assets derived from capital share transactions |
68,786,249 | (218,987,786 | ) | (181,051,329 | ) | (353,005,826 | ) | ||||||||||||||||
Net Assets |
|||||||||||||||||||||||
Total increase (decrease) in net assets |
68,779,692 | (218,977,841 | ) | (181,049,141 | ) | (352,996,800 | ) | ||||||||||||||||
Beginning of year |
191,284,076 | 410,261,917 | 907,233,618 | 1,260,230,418 | |||||||||||||||||||
End of year |
$ | 260,063,768 | $ | 191,284,076 | $ | 726,184,477 | $ | 907,233,618 | |||||||||||||||
Undistributed net investment income, end of year |
$ | 104 | $ | 115 | $ | | $ | |
1 | Determined in accordance with federal income tax regulations. |
ANNUAL REPORT | MARCH 31, 2014 | 9 |
Financial Highlights | BBIF Government Securities Fund |
Class 1 |
Class 2 |
||||||||||||||||||||||||||||||||||||||||||||||
Year Ended March 31, |
Year Ended March 31, |
||||||||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||||||||||||||||||||||||
Per
Share Operating Performance |
|||||||||||||||||||||||||||||||||||||||||||||||
Net asset value,
beginning of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | |||||||||||||||||||||||||||
Net investment
income |
0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | (0.0000 | )3 | 0.0000 | 1 | |||||||||||||||||||||||||||
Net realized gain |
0.0001 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | 0.0001 | 0.0001 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | 0.0000 | 1 | ||||||||||||||||||||||||||||||||
Net increase from
investment operations |
0.0001 | 0.0000 | 0.0000 | 0.0001 | 0.0001 | 0.0001 | 0.0000 | 0.0000 | 0.0001 | 0.0000 | |||||||||||||||||||||||||||||||||||||
Dividends and distributions from:2 |
|||||||||||||||||||||||||||||||||||||||||||||||
Net investment income |
(0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0002 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0002 | ) | |||||||||||||||||||||||||||
Net realized gain |
(0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | |||||||||||||||||||||||||||
Total dividends and distributions |
(0.0001 | ) | (0.0000 | ) | (0.0000 | ) | (0.0001 | ) | (0.0002 | ) | (0.0001 | ) | (0.0000 | ) | (0.0000 | ) | (0.0001 | ) | (0.0002 | ) | |||||||||||||||||||||||||||
Net asset value,
end of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | |||||||||||||||||||||||||||
Total
Investment Return4 |
|||||||||||||||||||||||||||||||||||||||||||||||
Based on net asset value |
0.01% | 0.00% | 0.00% | 0.01% | 0.02% | 0.01% | 0.00% | 0.00% | 0.01% | 0.02% | |||||||||||||||||||||||||||||||||||||
Ratios
to Average Net Assets5 |
|||||||||||||||||||||||||||||||||||||||||||||||
Total expenses |
1.37% | 6 | 1.40% | 6 | 1.41% | 6 | 1.46% | 6 | 1.50% | 1.03% | 6 | 1.06% | 6 | 1.05% | 6 | 1.13% | 6 | 1.18% | |||||||||||||||||||||||||||||
Total expenses after fees waived and/or reimbursed |
0.07% | 6 | 0.14% | 6 | 0.07% | 6 | 0.18% | 6 | 0.22% | 0.07% | 6 | 0.14% | 6 | 0.07% | 6 | 0.18% | 6 | 0.21% | |||||||||||||||||||||||||||||
Net investment
income |
0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | (0.00)% | 6 | 0.00% | |||||||||||||||||||||||||||||
Supplemental
Data |
|||||||||||||||||||||||||||||||||||||||||||||||
Net assets, end
of year (000) |
$ | 6,923 | $ | 12,860 | $ | 8,850 | $ | 7,132 | $ | 13,270 | $ | 16,554 | $ | 16,611 | $ | 42,220 | $ | 48,804 | $ | 60,953 |
1 | Amount is less than $0.00005 per share. |
2 | Determined in accordance with federal income tax regulations. |
3 | Amount is greater than $(0.00005) per share. |
4 | Where applicable, assumes the reinvestment of dividends and distributions. |
5 | Includes the Funds share of the Master LLCs allocated expenses and/or net investment income. |
6 | Includes the Funds share of the Master LLCs allocated fees waived of 0.23%, 0.20%, 0.24% and 0.21% for the years ended March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, respectively. |
10 | ANNUAL REPORT | MARCH 31, 2014 |
Financial Highlights (concluded) | BBIF Government Securities Fund |
Class 3 |
|
|
Class 4 |
||||||||||||||||||||||||||||||||||||||||||||
Year Ended March 31, |
|
|
Year Ended March 31, |
||||||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||||||||||||||||||||||||
Per
Share Operating Performance |
|||||||||||||||||||||||||||||||||||||||||||||||
Net asset value,
beginning of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | |||||||||||||||||||||||||||
Net investment
income |
0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | |||||||||||||||||||||||||||
Net realized gain |
0.0001 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | 0.0000 | 1 | 0.0001 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | 0.0000 | 1 | |||||||||||||||||||||||||||||||
Net increase from
investment operations |
0.0001 | 0.0000 | 0.0000 | 0.0001 | 0.0000 | 0.0001 | 0.0000 | 0.0000 | 0.0001 | 0.0000 | |||||||||||||||||||||||||||||||||||||
Dividends and distributions from:2 |
|||||||||||||||||||||||||||||||||||||||||||||||
Net investment income |
(0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0002 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0002 | ) | |||||||||||||||||||||||||||
Net realized gain |
(0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | |||||||||||||||||||||||||||
Total dividends and distributions |
(0.0001 | ) | (0.0000 | ) | (0.0000 | ) | (0.0001 | ) | (0.0002 | ) | (0.0001 | ) | (0.0000 | ) | (0.0000 | ) | (0.0001 | ) | (0.0002 | ) | |||||||||||||||||||||||||||
Net asset value,
end of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | |||||||||||||||||||||||||||
Total
Investment Return4 |
|||||||||||||||||||||||||||||||||||||||||||||||
Based on net asset value |
0.01% | 0.00% | 0.00% | 0.01% | 0.02% | 0.01% | 0.00% | 0.00% | 0.01% | 0.02% | |||||||||||||||||||||||||||||||||||||
Ratios
to Average Net Assets5 |
|||||||||||||||||||||||||||||||||||||||||||||||
Total expenses |
0.73% | 6 | 0.75% | 6 | 0.74% | 6 | 0.83% | 6 | 0.88% | 0.71% | 6 | 0.74% | 6 | 0.74% | 6 | 0.81% | 6 | 0.87% | |||||||||||||||||||||||||||||
Total expenses after fees waived and/or reimbursed |
0.07% | 6 | 0.14% | 6 | 0.07% | 6 | 0.18% | 6 | 0.21% | 0.07% | 6 | 0.14% | 6 | 0.07% | 6 | 0.18% | 6 | 0.22% | |||||||||||||||||||||||||||||
Net investment
income |
0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | |||||||||||||||||||||||||||||
Supplemental
Data |
|||||||||||||||||||||||||||||||||||||||||||||||
Net assets, end
of year (000) |
$ | 59,542 | $ | 58,380 | $ | 104,375 | $ | 94,019 | $ | 135,353 | $ | 177,046 | $ | 103,434 | $ | 254,817 | $ | 138,105 | $ | 150,166 |
1 | Amount is less than $0.00005 per share. |
2 | Determined in accordance with federal income tax regulations. |
3 | Amount is greater than $(0.00005) per share. |
4 | Where applicable, assumes the reinvestment of dividends and distributions. |
5 | Includes the Funds share of the Master LLCs allocated expenses and/or net investment income. |
6 | Includes the Funds share of the Master LLCs allocated fees waived of 0.23%, 0.20%, 0.24% and 0.21% for the years ended March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, respectively. |
ANNUAL REPORT | MARCH 31, 2014 | 11 |
Financial Highlights | BBIF Treasury Fund |
Class 1 |
Class 2 |
||||||||||||||||||||||||||||||||||||||||||||||
Year Ended March 31, |
Year Ended March 31, |
||||||||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||||||||||||||||||||||||
Per
Share Operating Performance |
|||||||||||||||||||||||||||||||||||||||||||||||
Net asset value,
beginning of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | |||||||||||||||||||||||||||
Net investment
income |
0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | ||||||||||||||||||||||||||||
Net realized gain |
0.0001 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | 0.0001 | 0.0001 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||
Net increase from
investment operations |
0.0001 | 0.0000 | 0.0000 | 0.0001 | 0.0001 | 0.0001 | 0.0000 | 0.0000 | 0.0001 | 0.0002 | |||||||||||||||||||||||||||||||||||||
Dividends and distributions from:2 |
|||||||||||||||||||||||||||||||||||||||||||||||
Net investment income |
(0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0002 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0002 | ) | |||||||||||||||||||||||||||
Net realized gain |
(0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | |||||||||||||||||||||||||||
Total dividends and distributions |
(0.0001 | ) | (0.0000 | ) | (0.0000 | ) | (0.0001 | ) | (0.0002 | ) | (0.0001 | ) | (0.0000 | ) | (0.0000 | ) | (0.0001 | ) | (0.0002 | ) | |||||||||||||||||||||||||||
Net asset value,
end of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | |||||||||||||||||||||||||||
Total
Investment Return4 |
|||||||||||||||||||||||||||||||||||||||||||||||
Based on net asset value |
0.01% | 0.00% | 0.00% | 0.01% | 0.02% | 0.01% | 0.00% | 0.00% | 0.01% | 0.03% | |||||||||||||||||||||||||||||||||||||
Ratios
to Average Net Assets5 |
|||||||||||||||||||||||||||||||||||||||||||||||
Total expenses |
1.32% | 6 | 1.38% | 6 | 1.34% | 6 | 1.41% | 6 | 1.45% | 0.99% | 6 | 1.03% | 6 | 1.00% | 6 | 1.08% | 6 | 1.12% | |||||||||||||||||||||||||||||
Total expenses after fees waived and/or reimbursed |
0.06% | 6 | 0.10% | 6 | 0.05% | 6 | 0.16% | 6 | 0.20% | 0.06% | 6 | 0.10% | 6 | 0.05% | 6 | 0.16% | 6 | 0.20% | |||||||||||||||||||||||||||||
Net investment
income |
0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.01% | |||||||||||||||||||||||||||||
Supplemental
Data |
|||||||||||||||||||||||||||||||||||||||||||||||
Net assets, end
of year (000) |
$ | 24,806 | $ | 48,714 | $ | 16,837 | $ | 15,797 | $ | 25,132 | $ | 47,660 | $ | 54,826 | $ | 108,916 | $ | 124,947 | $ | 160,005 |
1 | Amount is less than $0.00005 per share. |
2 | Determined in accordance with federal income tax regulations. |
3 | Amount is greater than $(0.00005) per share. |
4 | Where applicable, assumes the reinvestment of dividends and distributions. |
5 | Includes the Funds share of the Master LLCs allocated expenses and/or net investment income. |
6 | Includes the Funds share of the Master LLCs allocated fees waived of 0.14%, 0.11%, 0.15% and 0.08%, for the years ended March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, respectively. |
12 | ANNUAL REPORT | MARCH 31, 2014 |
Financial Highlights (concluded) | BBIF Treasury Fund |
Class 3 | Class 4 | ||||||||||||||||||||||||||||||||||||||||||||||
Year Ended March 31, | Year Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | 2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||||||||||||||||||||||||
Per
Share Operating Performance |
|||||||||||||||||||||||||||||||||||||||||||||||
Net asset value,
beginning of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | |||||||||||||||||||||||||||
Net investment
income |
0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | |||||||||||||||||||||||||||||
Net realized gain |
0.0001 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | 0.0001 | 0.0001 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||
Net increase from
investment operations |
0.0001 | 0.0000 | 0.0000 | 0.0001 | 0.0002 | 0.0001 | 0.0000 | 0.0000 | 0.0001 | 0.0002 | |||||||||||||||||||||||||||||||||||||
Dividends and distributions from:2 |
|||||||||||||||||||||||||||||||||||||||||||||||
Net investment income |
(0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0002 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0002 | ) | |||||||||||||||||||||||||||
Net realized gain |
(0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | (0.0000 | )3 | |||||||||||||||||||||||||||
Total dividends and distributions |
(0.0001 | ) | (0.0000 | ) | (0.0000 | ) | (0.0001 | ) | (0.0002 | ) | (0.0001 | ) | (0.0000 | ) | (0.0000 | ) | (0.0001 | ) | (0.0002 | ) | |||||||||||||||||||||||||||
Net asset value,
end of year |
$ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | |||||||||||||||||||||||||||
Total
Investment Return4 |
|||||||||||||||||||||||||||||||||||||||||||||||
Based on net asset value |
0.01% | 0.00% | 0.00% | 0.01% | 0.03% | 0.01% | 0.00% | 0.00% | 0.01% | 0.03% | |||||||||||||||||||||||||||||||||||||
Ratios
to Average Net Assets5 |
|||||||||||||||||||||||||||||||||||||||||||||||
Total expenses |
0.68% | 6 | 0.73% | 6 | 0.69% | 6 | 0.78% | 6 | 0.81% | 0.68% | 6 | 0.72% | 6 | 0.69% | 6 | 0.78% | 6 | 0.81% | |||||||||||||||||||||||||||||
Total expenses after fees waived and/or reimbursed |
0.06% | 6 | 0.10% | 6 | 0.05% | 6 | 0.16% | 6 | 0.20% | 0.06% | 6 | 0.10% | 6 | 0.04% | 6 | 0.15% | 6 | 0.19% | |||||||||||||||||||||||||||||
Net investment
income |
0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.01% | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.00% | 6 | 0.01% | |||||||||||||||||||||||||||||
Supplemental
Data |
|||||||||||||||||||||||||||||||||||||||||||||||
Net assets, end
of year (000) |
$ | 277,444 | $ | 243,886 | $ | 387,165 | $ | 405,216 | $ | 445,844 | $ | 376,274 | $ | 559,807 | $ | 747,313 | $ | 454,484 | $ | 547,903 |
1 | Amount is less than $0.00005 per share. |
2 | Determined in accordance with federal income tax regulations. |
3 | Amount is greater than $(0.00005) per share. |
4 | Where applicable, assumes the reinvestment of dividends and distributions. |
5 | Includes the Funds share of the Master LLCs allocated expenses and/or net investment income. |
6 | Includes the Funds share of the Master LLCs allocated fees waived of 0.14%, 0.11%, 0.15% and 0.08%, for the years ended March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, respectively. |
ANNUAL REPORT | MARCH 31, 2014 | 13 |
Notes to Financial Statements | BBIF Government Securities Fund and BBIF Treasury Fund |
14 | ANNUAL REPORT | MARCH 31, 2014 |
Notes to Financial Statements (continued) | BBIF Government Securities Fund and BBIF Treasury Fund |
|
Service Fee |
|
Distribution Fee |
|||||||
Class 1 |
0.25 | % | 0.750 | % | ||||||
Class 2 |
0.25 | % | 0.425 | % | ||||||
Class 3 |
0.25 | % | 0.125 | % | ||||||
Class 4 |
0.25 | % | 0.125 | % |
4. Income Tax
Information:
|
|
BBIF Government Securities Fund |
|
BBIF Treasury Fund |
||||||||||
Ordinary income |
3/31/14 | $ | 12,933 | $ | 50,335 | |||||||||
3/31/13 | $ | 12,228 | $ | 37,683 | ||||||||||
As of March 31, 2014, the tax components of accumulated net earnings were as follows: | ||||||||||||||
|
|
|||||||||||||
|
BBIF Government Securities Fund |
|
BBIF Treasury Fund |
|||||||||||
Undistributed ordinary income |
$ | 1,414 | $ | 15,512 | ||||||||||
ANNUAL REPORT | MARCH 31, 2014 | 15 |
Notes to Financial Statements (concluded) | BBIF Government Securities Fund and BBIF Treasury Fund |
BBIF Government Securities Fund |
|
BBIF Treasury Fund |
|||||||||||||||||||||
Year Ended March 31, |
|
Year Ended March 31, |
|||||||||||||||||||||
|
2014 |
|
2013 |
|
|
2014 |
|
2013 |
|||||||||||||||
Class 1 |
|||||||||||||||||||||||
Shares sold |
147,169,136 | 139,685,433 | 365,575,113 | 499,874,496 | |||||||||||||||||||
Shares issued to shareholders in reinvestment of dividends and distributions |
545 | 312 | 1,060 | 715 | |||||||||||||||||||
Shares redeemed |
(153,106,554 | ) | (135,675,893 | ) | (389,483,737 | ) | (467,998,980 | ) | |||||||||||||||
Net increase (decrease) |
(5,936,873 | ) | 4,009,852 | (23,907,564 | ) | 31,876,231 | |||||||||||||||||
Class 2 |
|||||||||||||||||||||||
Shares sold |
114,738,394 | 146,005,254 | 341,318,589 | 472,360,212 | |||||||||||||||||||
Shares issued to shareholders in reinvestment of dividends and distributions |
1,299 | 601 | 3,205 | 2,033 | |||||||||||||||||||
Shares redeemed |
(114,796,135 | ) | (171,615,448 | ) | (348,487,914 | ) | (526,447,798 | ) | |||||||||||||||
Net decrease |
(56,442 | ) | (25,609,593 | ) | (7,166,120 | ) | (54,085,553 | ) | |||||||||||||||
Class 3 |
|||||||||||||||||||||||
Shares sold |
358,860,699 | 407,430,035 | 1,475,666,451 | 1,475,435,321 | |||||||||||||||||||
Shares issued to shareholders in reinvestment of dividends and distributions |
4,603 | 3,233 | 15,632 | 9,257 | |||||||||||||||||||
Shares redeemed |
(357,701,120 | ) | (453,432,660 | ) | (1,442,126,470 | ) | (1,618,719,285 | ) | |||||||||||||||
Net increase (decrease) |
1,164,182 | (45,999,392 | ) | 33,555,613 | (143,274,707 | ) | |||||||||||||||||
Class 4 |
|||||||||||||||||||||||
Shares sold |
1,418,076,408 | 2,013,984,834 | 4,258,562,248 | 4,470,300,552 | |||||||||||||||||||
Shares issued to shareholders in reinvestment of dividends and distributions |
6,408 | 7,988 | 30,277 | 25,597 | |||||||||||||||||||
Shares redeemed |
(1,344,467,434 | ) | (2,165,381,475 | ) | (4,442,125,783 | ) | (4,657,847,946 | ) | |||||||||||||||
Net increase (decrease) |
73,615,382 | (151,388,653 | ) | (183,533,258 | ) | (187,521,797 | ) | ||||||||||||||||
Total Net Increase (Decrease) |
68,786,249 | (218,987,786 | ) | (181,051,329 | ) | (353,005,826 | ) |
16 | ANNUAL REPORT | MARCH 31, 2014 |
Report of Independent Registered Public Accounting Firm | BBIF Government
Securities Fund and BBIF Treasury Fund |
Boston, Massachusetts
May 22,
2014
|
BBIF Government Securities Fund |
|
BBIF Treasury Fund |
|||||||
Federal Obligation Interest1 |
0.56 | % | 0.65 | % | ||||||
Interest-Related Dividends and Qualified Short-Term Capital Gains for Non-U.S.
Residents2 |
100.00 | % | 100.00 | % |
1 | The law varies in each state as to whether and what percentage of dividend income attributable to federal obligations is exempt from state income tax. We recommend that you consult your tax advisor to determine if any portion of the dividends you received is exempt from state income taxes. |
2 | Represents the portion of the taxable ordinary income dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations. |
ANNUAL REPORT | MARCH 31, 2014 | 17 |
Master LLC Portfolio Information as of March 31, 2014 | Master Government
Securities LLC and Master Treasury LLC |
Portfolio Composition
Master Government Securities
LLC |
|
Percent of Net Assets |
||||
U.S. Treasury Obligations |
65 | % | ||||
Repurchase Agreements |
36 | |||||
Liabilities in Excess of Other Assets |
(1 | ) | ||||
Total |
100 | % | ||||
Master Treasury LLC |
|
Percent of Net Assets |
||||
U.S. Treasury Obligations |
111 | % | ||||
Liabilities in Excess of Other Assets |
(11 | ) | ||||
Total |
100 | % |
18 | ANNUAL REPORT | MARCH 31, 2014 |
Schedule of Investments March 31, 2014 | Master Government
Securities LLC (Percentages shown are based on Net Assets) |
U.S. Treasury Obligations
65.2% |
|
Par (000) |
|
Value |
|||||||
U.S. Treasury Bills (a): |
|||||||||||
0.04% - 0.13%, 4/24/14 |
$ | 39,200 | $ | 39,198,211 | |||||||
0.08%, 5/08/14 |
15,000 | 14,998,733 | |||||||||
0.09% - 0.10%, 5/15/14 |
39,500 | 39,495,120 | |||||||||
0.05%, 5/22/14 |
50,000 | 49,996,569 | |||||||||
0.05%, 5/29/14 |
3,600 | 3,599,720 | |||||||||
0.05% - 0.10%, 6/05/14 |
41,000 | 40,994,400 | |||||||||
0.09%, 6/19/14 |
27,000 | 26,994,600 | |||||||||
0.09%, 7/03/14 |
30,000 | 29,993,054 | |||||||||
0.09%, 7/10/14 |
23,000 | 22,994,192 | |||||||||
0.06%, 7/17/14 |
25,000 | 24,995,312 | |||||||||
0.08%, 8/28/14 |
10,000 | 9,996,667 | |||||||||
0.08%, 9/25/14 |
15,000 | 14,994,067 | |||||||||
0.07%, 10/02/14 |
10,000 | 9,996,588 | |||||||||
U.S. Treasury Notes: |
|||||||||||
1.25%, 4/15/14 |
15,000 | 15,007,019 | |||||||||
0.25%, 4/30/14 |
20,950 | 20,951,896 | |||||||||
0.25% - 2.25%, 5/31/14 |
10,600 | 10,611,323 | |||||||||
0.63%, 7/15/14 |
9,357 | 9,370,499 | |||||||||
0.38%, 11/15/14 |
6,067 | 6,076,870 | |||||||||
0.25%, 11/30/14 |
4,290 | 4,294,058 | |||||||||
0.25%, 1/15/15 |
12,580 | 12,592,298 | |||||||||
0.25%, 1/31/15 |
3,379 | 3,382,172 | |||||||||
0.10%, 1/31/16 (b) |
6,625 | 6,622,040 | |||||||||
Total U.S. Treasury Obligations 65.2% |
417,155,408 | ||||||||||
Repurchase Agreements 35.9% |
|||||||||||
Barclays Capital, Inc., 0.06%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $20,000,033,
collateralized by a U.S. Treasury Note, 3.63%, due 2/15/44, original par and fair value of $20,088,700 and $20,400,056, respectively) |
20,000 | 20,000,000 | |||||||||
Total Value of Barclays Capital, Inc. (collateral value of $20,400,056) |
20,000,000 | ||||||||||
BNP Paribas Securities Corp., 0.05%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $10,000,014,
collateralized by a U.S. Treasury Note, 0.13%, due 4/15/18, original par and fair value of $9,858,800 and $10,200,068, respectively) |
10,000 | 10,000,000 | |||||||||
BNP Paribas Securities Corp., 0.05%, 4/04/14 (Purchased on 3/04/14 to be repurchased at $16,325,703,
collateralized by various U.S. Treasury Obligations, 0.00%, due 2/15/18 to 2/15/43, original par and fair value of $31,706,213 and $16,651,501,
respectively) (c) |
16,325 | 16,325,000 | |||||||||
Total Value of BNP Paribas Securities Corp. (collateral value of $26,851,569) |
26,325,000 | ||||||||||
Citigroup Global Markets, Inc., 0.05%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $16,000,022,
collateralized by various U.S. Treasury Obligations, 0.00% to 4.63%, due 11/15/16 to 11/15/41, original par and fair value of $18,348,824 and
$16,320,001, respectively) |
16,000 | 16,000,000 | |||||||||
Total Value of Citigroup Global Markets, Inc. (collateral value of $16,320,001) |
16,000,000 | ||||||||||
Repurchase Agreements |
|
Par (000) |
|
Value |
|||||||
Credit Suisse Securities (USA) LLC, 0.05%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $20,000,028,
collateralized by various U.S. Treasury Obligations, 0.63% to 1.13%, due 1/15/21 to 1/15/24, original par and fair value of $19,225,000 and
$20,401,772, respectively) |
$ | 20,000 | $ | 20,000,000 | |||||||
Total Value of Credit Suisse Securities (USA) LLC (collateral value of $20,401,772) |
20,000,000 | ||||||||||
Deutsche Bank Securities, Inc., 0.05%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $7,902,011, collateralized by a U.S. Treasury Note,
0.00%, due 8/14/14, original par and fair value of $8,062,000 and $8,060,130, respectively) |
7,902 | 7,902,000 | |||||||||
Deutsche Bank Securities, Inc., 0.05%, 4/04/14 (Purchased on 3/04/14 to be repurchased at $17,960,773,
collateralized by various U.S. Treasury Obligations, 0.00% to 1.75%, due 5/29/14 to 2/15/40, original par and fair value of $41,379,112 and
$18,319,208, respectively) (c) |
17,960 | 17,960,000 | |||||||||
Total Value of Deutsche Bank Securities, Inc. (collateral value of $26,379,338) |
25,862,000 | ||||||||||
HSBC Securities (USA), Inc., 0.05%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $10,000,014,
collateralized by a U.S. Treasury Note, 3.13%, due 2/15/2042, original par and fair value of $10,945,000 and $10,201,598,
respectively) |
10,000 | 10,000,000 | |||||||||
Total Value of HSBC Securities (USA), Inc. (collateral value of $10,201,598) |
10,000,000 | ||||||||||
J.P. Morgan Securities LLC, 0.05%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $20,000,028,
collateralized by a U.S. Treasury Note, 4.00%, due 8/15/2018, original par and fair value of $18,360,000 and $20,400,014,
respectively) |
20,000 | 20,000,000 | |||||||||
Total Value of J.P. Morgan Securities LLC (collateral value of $20,400,014) |
20,000,000 | ||||||||||
Merrill Lynch, Pierce, Fenner & Smith, Inc., 0.05%, 4/01/14 (Purchased on 3/31/14 to be repurchased at
$20,000,028, collateralized by a U.S. Treasury Note, 0.00%, due 2/15/2025, original par and fair value of $28,302,280 and $20,400,000,
respectively) |
20,000 | 20,000,000 | |||||||||
Total Value of Merrill Lynch, Pierce, Fenner & Smith, Inc. (collateral value of
$20,400,000) |
20,000,000 | ||||||||||
Morgan Stanley & Co. LLC, 0.06%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $20,000,033,
collateralized by a U.S. Treasury Note, 2.00%, due 4/30/2016, original par and fair value of $19,623,073 and $20,400,000,
respectively) |
20,000 | 20,000,000 | |||||||||
Total Value of Morgan Stanley & Co. LLC (collateral value of $20,400,000) |
20,000,000 |
ANNUAL REPORT | MARCH 31, 2014 | 19 |
Schedule of Investments (concluded) | Master Government
Securities LLC (Percentages shown are based on Net Assets) |
Repurchase Agreements |
|
Par (000) |
|
Value | ||||||
RBC Capital Markets, LLC, 0.04%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $20,000,022,
collateralized by various U.S. Treasury Obligations, 0.00% to 1.00%, due 5/15/14 to 3/31/18, original par and fair value of $20,392,801 and
$20,400,030, respectively) |
$ | 20,000 | $ | 20,000,000 | ||||||
Total Value of RBC Capital Markets, LLC (collateral value of $20,400,030) |
20,000,000 | |||||||||
SG Americas Securities LLC, 0.05%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $12,000,017,
collateralized by a U.S. Treasury Note, 3.13%, due 1/31/2017, original par and fair value of $11,454,100 and $12,240,003,
respectively) |
12,000 | 12,000,000 | ||||||||
Total Value of SG Americas Securities LLC (collateral value of $12,240,003) |
12,000,000 | |||||||||
Repurchase Agreements |
|
Par (000) |
|
Value | ||||||
UBS Securities LLC, 0.05%, 4/01/14 (Purchased on 3/31/14 to be repurchased at $20,000,028, collateralized by
various U.S. Treasury Obligations, 0.00% to 0.38%, due 8/15/15 to 11/15/43, original par and fair value of $39,094,938 and $20,400,008,
respectively) |
$ | 20,000 | $ | 20,000,000 | ||||||
Total Value of UBS Securities LLC (collateral value of $20,400,008) |
20,000,000 | |||||||||
Total Repurchase Agreements 35.9% |
230,187,000 | |||||||||
Total Investments (Cost $647,342,408*) 101.1% |
647,342,408 | |||||||||
Liabilities in Excess of Other Assets (1.1)% |
(7,178,640 | ) | ||||||||
Net Assets 100.0% |
$ | 640,163,768 | ||||||||
Notes to Schedule of Investments
* | Cost
for federal income tax purposes |
||
(a) | Rates shown are discount rates or a range of discount rates paid at the time of purchase. |
||
(b) | Variable rate security. Rate shown is as of report date. |
||
(c) | Maturity shown is the date the principal owed can be recovered through demand. |
||
| Fair
Value Measurements Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized
into a disclosure hierarchy consisting of three broad levels for financial statement purposes as follows: |
| Level 1 unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Master LLC has the ability to
access |
||||
| Level 2 other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active,
quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for
the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or
other market-corroborated inputs) |
||||
| Level 3 unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available
(including the Master LLCs own assumptions used in determining the fair value of investments) |
The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for
instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,
for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value
measurement in its entirety. |
|||
Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the
Master LLCs policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of
the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not
necessarily an indication of the risks associated with investing in those securities. For information about the Master LLCs policy regarding
valuation of investments, please refer to Note 2 of the Notes to Financial Statements. |
|||
The
following table summarizes the Master LLCs investments categorized in the disclosure hierarchy as of March 31, 2014: |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Assets: |
||||||||||||||||||
Investments: |
||||||||||||||||||
Total Investments1 |
| $ | 647,342,408 | | $ | 647,342,408 |
The carrying amount for certain of the Master LLCs liabilities approximates fair value for financial statement purposes. As of March 31, 2014, bank overdraft of $1,143 is categorized as Level 2 within the disclosure hierarchy.
There were no transfers between levels during the year ended March 31, 2014.
20 | ANNUAL REPORT | MARCH 31, 2014 |
Schedule of Investments March 31, 2014 | Master Treasury
LLC (Percentages shown are based on Net Assets) |
U.S. Treasury
Obligations |
|
Par (000) |
|
Value |
||||||
U.S. Treasury Bills (a): |
||||||||||
0.04% - 0.05%, 4/03/14 |
$ | 197,257 | $ | 197,256,283 | ||||||
0.02% - 0.06%, 4/10/14 |
444,681 | 444,675,480 | ||||||||
0.03% - 0.06%, 5/01/14 |
150,000 | 149,995,793 | ||||||||
0.03% - 0.08%, 5/08/14 |
214,356 | 214,347,272 | ||||||||
0.10%, 5/15/14 |
100,000 | 99,987,125 | ||||||||
0.05% - 0.10%, 5/22/14 |
120,000 | 119,990,358 | ||||||||
0.05%, 5/29/14 |
64,200 | 64,195,207 | ||||||||
0.05%, 6/05/14 |
40,000 | 39,996,132 | ||||||||
0.05%, 6/12/14 |
32,815 | 32,811,507 | ||||||||
0.05% - 0.09%, 6/19/14 |
175,000 | 174,977,444 | ||||||||
0.04% - 0.09%, 6/26/14 |
197,295 | 197,271,312 | ||||||||
0.04% - 0.09%, 7/03/14 |
115,000 | 114,982,543 | ||||||||
0.06%, 7/17/14 |
60,000 | 59,988,750 | ||||||||
U.S. Treasury
Obligations |
|
Par (000) |
|
Value |
||||||
U.S. Treasury Bills (a) (concluded): |
||||||||||
0.09%, 9/11/14 |
$ | 65,000 | $ | 64,974,090 | ||||||
0.08%, 9/18/14 |
10,000 | 9,996,200 | ||||||||
0.08%, 9/25/14 |
15,000 | 14,994,067 | ||||||||
U.S. Treasury Notes: |
||||||||||
0.25%, 4/30/14 |
38,000 | 38,004,122 | ||||||||
0.25%, 5/31/14 |
10,000 | 10,002,295 | ||||||||
0.63%, 7/15/14 |
10,900 | 10,914,462 | ||||||||
0.10%, 1/31/16 (b) |
12,736 | 12,730,750 | ||||||||
Total Investments (Cost $2,072,091,192*) 110.5% |
2,072,091,192 | |||||||||
Liabilities in Excess of Other Assets (10.5)% |
(197,586,079 | ) | ||||||||
Net Assets 100.0% |
$ | 1,874,505,113 | ||||||||
Notes to Schedule of Investments
* | Cost
for federal income tax purposes. |
||
(a) | Rates shown are discount rates or a range of discount rates paid at the time of purchase. |
||
(b) | Variable rate security. Rate shown is as report date. |
||
| Fair
Value Measurements Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized
into a disclosure hierarchy consisting of three broad levels for financial statement purposes as follows: |
| Level 1 unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Master LLC has the ability to
access |
||||
| Level 2 other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active,
quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for
the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or
other market-corroborated inputs) |
||||
| Level 3 unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available
(including the Master LLCs own assumptions used in determining the fair value of investments) |
The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for
instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,
for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value
measurement in its entirety. |
|||
Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the
Master LLCs policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of
the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not
necessarily an indication of the risks associated with investing in those securities. For information about the Master LLCs policy regarding
valuation of investments, please refer to Note 2 of the Notes to Financial Statements. |
|||
The
following table summarizes the Master LLCs investments categorized in the disclosure hierarchy as of March 31, 2014: |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Assets: |
||||||||||||||||||
Investments: |
||||||||||||||||||
U.S. Treasury Obligations |
| $ | 2,072,091,192 | | $ | 2,072,091,192 |
The carrying amount for certain of the Master LLCs liabilities approximates fair value for financial statement purposes. As of March 31, 2014, bank overdraft of $8,351 is categorized as Level 2 within the disclosure hierarchy.
|
||||
There were no transfers between levels during the year ended March 31, 2014.
|
ANNUAL REPORT | MARCH 31, 2014 | 21 |
Statements of Assets and Liabilities |
March 31, 2014 | Master Government Securities LLC |
Master Treasury LLC |
|||||||||
Assets |
|||||||||||
Investments at value unaffiliated1 |
$ | 417,155,408 | $ | 2,072,091,192 | |||||||
Repurchase agreements, at value unaffiliated2 |
230,187,000 | | |||||||||
Contributions receivable from investors |
2,710,510 | 402,708 | |||||||||
Interest receivable |
168,455 | 64,132 | |||||||||
Prepaid expenses |
3,447 | 10,307 | |||||||||
Total assets |
650,224,820 | 2,072,568,339 | |||||||||
Liabilities |
|||||||||||
Bank overdraft |
1,143 | 8,351 | |||||||||
Investments purchased payable |
9,996,588 | 197,989,073 | |||||||||
Directors fees payable |
5,811 | 15,609 | |||||||||
Other affiliates payable |
1,014 | 5,878 | |||||||||
Investment advisory fees payable |
35 | 38,640 | |||||||||
Other accrued expenses payable |
56,461 | 5,675 | |||||||||
Total liabilities |
10,061,052 | 198,063,226 | |||||||||
Net Assets |
$ | 640,163,768 | $ | 1,874,505,113 | |||||||
Net Assets Consist of |
|||||||||||
Investors capital |
$ | 640,163,768 | $ | 1,874,505,113 | |||||||
1 Investments at cost unaffiliated |
$ | 417,155,408 | $ | 2,072,091,192 | |||||||
2 Repurchase agreements at cost unaffiliated |
$ | 230,187,000 | |
22 | ANNUAL REPORT | MARCH 31, 2014 |
Statements of Operations |
Year Ended March 31, 2014 | Master Government Securities LLC |
Master Treasury LLC |
|||||||||
Investment Income |
|||||||||||
Interest |
$ | 392,765 | $ | 1,245,407 | |||||||
Expenses |
|||||||||||
Investment advisory |
1,344,734 | 3,447,119 | |||||||||
Custodian |
53,666 | 61,196 | |||||||||
Professional |
52,592 | 54,978 | |||||||||
Accounting services |
45,579 | 138,647 | |||||||||
Directors |
22,174 | 67,916 | |||||||||
Printing |
2,417 | 948 | |||||||||
Miscellaneous |
11,663 | 23,770 | |||||||||
Total expenses |
1,532,825 | 3,794,574 | |||||||||
Less fees waived by Manager |
(1,315,806 | ) | (3,071,084 | ) | |||||||
Less fees paid indirectly |
(118 | ) | (186 | ) | |||||||
Total expenses after fees waived and paid indirectly |
216,901 | 723,304 | |||||||||
Net investment income |
175,864 | 522,103 | |||||||||
Realized Gain |
|||||||||||
Net realized gain from investments |
17,538 | 141,266 | |||||||||
Net Increase in Net Assets Resulting from Operations |
$ | 193,402 | $ | 663,369 |
Master Government Securities LLC |
|
|
Master Treasury LLC |
||||||||||||||||||||
Year Ended March 31, |
|
|
Year Ended March 31, |
||||||||||||||||||||
Increase (Decrease) in Net Assets: | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||
Operations |
|||||||||||||||||||||||
Net
investment income |
$ | 175,864 | $ | 378,509 | $ | 522,103 | $ | 926,882 | |||||||||||||||
Net
realized gain |
17,538 | 46,689 | 141,266 | 116,489 | |||||||||||||||||||
Net
increase in net assets resulting from operations |
193,402 | 425,198 | 663,369 | 1,043,371 | |||||||||||||||||||
Capital Transactions |
|||||||||||||||||||||||
Proceeds from contributions |
3,661,948,379 | 4,413,995,582 | 9,499,699,101 | 10,935,669,633 | |||||||||||||||||||
Value of withdrawals |
(3,523,476,939 | ) | (4,656,068,634 | ) | (10,114,167,781 | ) | (11,594,978,915 | ) | |||||||||||||||
Net
increase (decrease) in net assets derived from capital transactions |
138,471,440 | (242,073,052 | ) | (614,468,680 | ) | (659,309,282 | ) | ||||||||||||||||
Net Assets |
|||||||||||||||||||||||
Total increase (decrease) in net assets |
138,664,842 | (241,647,854 | ) | (613,805,311 | ) | (658,265,911 | ) | ||||||||||||||||
Beginning of year |
501,498,926 | 743,146,780 | 2,488,310,424 | 3,146,576,335 | |||||||||||||||||||
End
of year |
$ | 640,163,768 | $ | 501,498,926 | $ | 1,874,505,113 | $ | 2,488,310,424 |
ANNUAL REPORT | MARCH 31, 2014 | 23 |
Financial Highlights | Master Government Securities LLC |
Year Ended March 31, |
|||||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||
Total Investment Return |
|||||||||||||||||||||||
Total investment return |
0.04% | 0.06% | 0.04% | 0.13% | 0.18% | ||||||||||||||||||
Ratios to Average Net Assets |
|||||||||||||||||||||||
Total expenses |
0.27% | 0.27% | 0.27% | 0.27% | 0.26% | ||||||||||||||||||
Total expenses after fees waived and paid indirectly |
0.04% | 0.08% | 0.03% | 0.06% | 0.07% | ||||||||||||||||||
Net
investment income |
0.03% | 0.06% | 0.04% | 0.13% | 0.14% | ||||||||||||||||||
Supplemental Data |
|||||||||||||||||||||||
Net
assets, end of year (000) |
$ | 640,164 | $ | 501,499 | $ | 743,147 | $ | 496,689 | $ | 680,465 | |||||||||||||
Master Treasury LLC | |||||||||||||||||||||||
Year Ended March 31, |
|||||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||
Total Investment Return |
|||||||||||||||||||||||
Total Investment Return |
0.03% | 0.03% | 0.03% | 0.08% | 0.10% | ||||||||||||||||||
Ratios to Average Net Assets |
|||||||||||||||||||||||
Total expenses |
0.18% | 0.18% | 0.17% | 0.18% | 0.17% | ||||||||||||||||||
Total expenses after fees waived and paid indirectly |
0.04% | 0.07% | 0.02% | 0.09% | 0.14% | ||||||||||||||||||
Net
investment income |
0.03% | 0.03% | 0.03% | 0.06% | 0.08% | ||||||||||||||||||
Supplemental Data |
|||||||||||||||||||||||
Net
assets, end of year (000) |
$ | 1,874,505 | $ | 2,488,310 | $ | 3,146,576 | $ | 2,626,224 | $ | 2,856,229 | |||||||||||||
24 | ANNUAL REPORT | MARCH 31, 2014 |
Notes to Financial Statements | Master Government Securities LLC and Master Treasury LLC |
ANNUAL REPORT | MARCH 31, 2014 | 25 |
Notes to Financial Statements (concluded) | Master Government Securities LLC and Master Treasury LLC |
Average Daily Net Assets | Investment Advisory Fee |
|||||
First $500 Million |
0.250% | |||||
$500 Million $1 Billion |
0.175% | |||||
Greater than $1 Billion |
0.125% |
Reimbursement to Manager |
||||||
Master Government Securities LLC |
$ | 4,433 | ||||
Master Treasury LLC |
$ | 19,509 |
26 | ANNUAL REPORT | MARCH 31, 2014 |
Report of Independent Registered Public Accounting Firm | Master Government
Securities LLC and Master Treasury LLC |
Boston, Massachusetts
May 22,
2014
ANNUAL REPORT | MARCH 31, 2014 | 27 |
Officers and Directors |
Name,
Address and Year of Birth |
Position(s) Held with Funds/ Master LLCs |
Length of Time Served as a Director2 |
Principal Occupation(s) During Past Five Years | Number of BlackRock- Advised Registered Investment Companies (RICs) Consisting of Investment Portfolios (Portfolios) Overseen |
Public Directorships |
|||||||
Independent
Directors1 |
||||||||||||
Ronald W. Forbes 55 East 52nd Street New York, NY 10055 1940 |
Co-Chairman of the Board and Director |
Since 2002 |
Professor Emeritus of Finance, School of Business, State
University of New York at Albany since 2000. |
33 RICs consisting of 155 Portfolios |
None |
|||||||
Rodney D. Johnson 55 East 52nd Street New York, NY 10055 1941 |
Co-Chairman of the Board and Director |
Since 2007 |
President, Fairmount Capital Advisors, Inc. from 1987
to 2013; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia
from 2004 to 2012; Director, The Committee of Seventy (civic) from 2006 to 2012; Director,
Fox Chase Cancer Center from 2004 to 2011. |
33 RICs consisting of 155 Portfolios |
None |
|||||||
David O. Beim 55 East 52nd Street New York, NY 10055 1940 |
Director |
Since 2007 |
Professor of Professional Practice at the Columbia University
Graduate School of Business since 1991; Trustee, Phillips Exeter Academy from 2002 to
2012; Chairman, Wave Hill, Inc. (public garden and cultural center) from 1990 to 2006. |
33 RICs consisting of 155 Portfolios |
None |
|||||||
Dr. Matina S. Horner 55 East 52nd Street New York, NY 10055 1939 |
Director |
Since 2007 |
Executive Vice President, Teachers Insurance and Annuity
Association and College Retirement Equities Fund from 1989 to 2003. |
33 RICs consisting of 155 Portfolios |
NSTAR (electric and gas utility) |
|||||||
Herbert I. London 55 East 52nd Street New York, NY 10055 1939 |
Director |
Since 2007 |
President, London Center for Policy Research since 2012;
Professor Emeritus, New York University since 2005; John M. Olin Professor of Humanities,
New York University from 1993 to 2005 and Professor thereof from 1980 to 2005; President
Emeritus, Hudson Institute (policy research organization) from 2011 to 2012, President
thereof from 1997 to 2011 and Trustee from 1980 to 2012; Chairman of the Board of Trustees
for Grantham University since 2006; Director, InnoCentive, Inc. (global internet services)
since 2005; Director, Cerego, LLC (educational software) since 2005; Director, Cybersettle
(online adjudication) since 2009; Director, AIMS Worldwide, Inc. (marketing) from 2007
to 2012. |
33 RICs consisting of 155 Portfolios |
None |
|||||||
Ian A. MacKinnon 55 East 52nd Street New York, NY 10055 1948 |
Director |
Since 2012 |
Director, Kennett Capital, Inc. (investments) since 2006;
Director, Free Library of Philadelphia from 1998 to 2008. |
33 RICs consisting of 155 Portfolios |
None |
|||||||
Cynthia A. Montgomery 55 East 52nd Street New York, NY 10055 1952 |
Director |
Since 2002 |
Professor, Harvard Business School since 1989; Director,
McLean Hospital from 2005 to 2012; Director, Harvard Business School Publishing from
2005 to 2010. |
33 RICs consisting of 155 Portfolios |
Newell Rubbermaid, Inc. (manufacturing) |
|||||||
Joseph P. Platt 55 East 52nd Street New York, NY 10055 1947 |
Director |
Since 2007 |
Director, Jones and Brown (Canadian insurance broker)
since 1998; General Partner, Thorn Partners, LP (private investments) since 1998; Director,
WQED Multi-Media (public broadcasting not-for-profit) since 2001; Director, The West
Penn Allegheny Health System (a not-for-profit health system) from 2008 to 2013; Partner,
Amarna Corporation, LLC (private investment company) from 2002 to 2008. |
33 RICs consisting of 155 Portfolios |
Greenlight Capital Re, Ltd. (reinsurance company) |
|||||||
Robert C. Robb, Jr. 55 East 52nd Street New York, NY 10055 1945 |
Director |
Since 2007 |
Partner, Lewis, Eckert, Robb and Company (management and
financial consulting firm) since 1981. |
33 RICs consisting of 155 Portfolios |
None |
28 | ANNUAL REPORT | MARCH 31, 2014 |
Officers and Directors (continued) |
Name, Address and Year of Birth |
Position(s) Held with Funds/ Master LLCs |
Length of Time Served as a Director2 |
Principal Occupation(s) During Past Five Years | Number of BlackRock- Advised Registered Investment Companies (RICs) Consisting of Investment Portfolios (Portfolios) Overseen |
Public Directorships | ||||||||||||||||||
Independent
Directors1 (concluded) |
|||||||||||||||||||||||
Toby Rosenblatt 55 East 52nd Street New York, NY 10055 1938 |
Director |
Since 2007 |
President, Founders Investments Ltd. (private investments)
since 1999; Director, Forward Management, LLC since 2007; Director, College Access Foundation
of California (philanthropic foundation) since 2009; Director, A.P. Pharma, Inc. (specialty
pharmaceuticals) from 1983 to 2011; Director, The James Irvine Foundation (philanthropic
foundation) from 1998 to 2008. |
33 RICs consisting of 155 Portfolios |
None |
||||||||||||||||||
Kenneth L. Urish 55 East 52nd Street New York, NY 10055 1951 |
Director |
Since 2007 |
Managing Partner, Urish Popeck & Co., LLC (certified
public accountants and consultants) since 1976; Immediate-past Chairman of the Professional
Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee
Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State
University Accounting Department since 2001; Principal, UP Strategic Wealth Investment
Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President
and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel
from 2006 to 2007. |
33 RICs consisting of 155 Portfolios |
None |
||||||||||||||||||
Frederick W. Winter 55 East 52nd Street New York, NY 10055 1945 |
Director |
Since 2007 |
Director, Alkon Corporation (pneumatics) since 1992; Professor
and Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh
from 2005 to 2013 and Dean thereof from 1997 to 2005; Director, Tippman Sports (recreation)
from 2005 to 2013; Director, Indotronix International (IT services) from 2004 to 2008. |
33 RICs consisting of 155 Portfolios |
None |
||||||||||||||||||
1 Directors serve until their resignation, removal or death, or
until December 31 of the year in which they turn 72. The Board has approved extensions
in terms of Directors who turn 72 prior to December 31, 2013. |
|||||||||||||||||||||||
2 Date shown is the earliest date a person has served for the Funds/Master
LLCs covered by this annual report. Following the combination of Merrill Lynch Investment
Managers, L.P. (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/Master LLCs board in 2007, those Directors first became
members of the boards of other legacy MLIM or legacy BlackRock funds as follows: David
O. Beim, 1998; Ronald W. Forbes, 1977; Dr. Matina S. Horner, 2004; Rodney D. Johnson,
1995; Herbert I. London, 1987; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Robert
C. Robb, Jr., 1998; Toby Rosenblatt, 2005; Kenneth L. Urish, 1999; and Frederick W. Winter,
1999. |
|||||||||||||||||||||||
Interested
Directors3 |
|||||||||||||||||||||||
Paul L. Audet 55 East 52nd Street New York, NY 10055 1953 |
Director |
Since 2011 |
Senior Managing Director of BlackRock and Head of U.S.
Mutual Funds since 2011; Chair of the U.S. Mutual Funds Committee reporting to the Global
Executive Committee since 2011; Head of BlackRocks Real Estate business from 2008
to 2011; Member of BlackRocks Global Operating and Corporate Risk Management Committees
and of the BlackRock Alternative Investors Executive Committee and Investment Committee
for the Private Equity Fund of Funds business since 2008; Head of BlackRocks Global
Cash Management business from 2005 to 2010; Acting Chief Financial Officer of BlackRock
from 2007 to 2008; Chief Financial Officer of BlackRock from 1998 to 2005. |
144 RICs consisting of 333 Portfolios |
None |
||||||||||||||||||
Henry Gabbay 55 East 52nd Street New York, NY 10055 1947 |
Director |
Since 2007 |
Consultant, BlackRock from 2007 to 2008; Managing Director,
BlackRock from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from
1998 to 2007; President of BlackRock Funds and BlackRock Allocation Target Shares (formerly
BlackRock Bond Allocation Target Shares) from 2005 to 2007 and Treasurer of certain closed-end
funds in the BlackRock fund complex from 1989 to 2006. |
144 RICs consisting of 333 Portfolios |
None |
||||||||||||||||||
3 Mr. Audet is an interested person, as defined in
the 1940 Act, of the Funds/Master LLCs based on his position with BlackRock and its affiliates.
Mr. Gabbay is an interested person of the Funds/Master LLCs based on his
former positions with BlackRock and its affiliates as well as his ownership of BlackRock
and The PNC Financial Services Group, Inc. securities. Mr. Audet and Mr. Gabbay are also
Directors of the BlackRock registered closed-end funds and Directors of other BlackRock
registered open-end funds. Directors serve until their resignation, removal or death,
or until December 31 of the year in which they turn 72. |
ANNUAL REPORT | MARCH 31, 2014 | 29 |
Officers and Directors (concluded) |
Name, Address and Year of Birth |
Position(s) Held with Funds/ Master LLCs |
Length of Time Served |
Principal Occupation(s) During Past Five Years | |||||
Officers1 |
||||||||
John M. Perlowski 55 East 52nd Street New York, NY 10055 1964 |
President and Chief Executive Officer |
Since 2010 |
Managing Director of BlackRock since 2009; Global Head
of BlackRock Fund Services since 2009; Managing Director and Chief Operating Officer
of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009;
Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof
from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director
of Family Resource Network (charitable foundation) since 2009. |
|||||
Richard Hoerner, CFA 55 East 52nd Street New York, NY 10055 1958 |
Vice President |
Since 2009 |
Managing Director of BlackRock since 2000; Head of the
Global Cash Group since 2013; Co-head of the Global Cash and Securities Lending Group
from 2010 to 2013; Member of the Cash Management Group Executive Committee since 2005. |
|||||
Brendan Kyne 55 East 52nd Street New York, NY 10055 1977 |
Vice President |
Since 2009 |
Managing Director of BlackRock since 2010; Director of
BlackRock from 2008 to 2009; Head of Product Development and Management for BlackRocks
U.S. Retail Group since 2009 and Co-head thereof from 2007 to 2009; Vice President of
BlackRock from 2005 to 2008. |
|||||
Neal Andrews 55 East 52nd Street New York, NY 10055 1966 |
Chief Financial Officer |
Since 2007 |
Managing Director of BlackRock since 2006; Senior Vice
President and Line of Business Head of Fund Accounting and Administration at PNC Global
Investment Servicing (U.S.) Inc. from 1992 to 2006. |
|||||
Jay Fife 55 East 52nd Street New York, NY 10055 1970 |
Treasurer |
Since 2007 |
Managing Director of BlackRock since 2007; Director of
BlackRock in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised
funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006. |
|||||
Brian Kindelan 55 East 52nd Street New York, NY 10055 1959 |
Chief Compliance Officer and Anti-Money Laundering Officer |
Since 2007 |
Chief Compliance Officer of the BlackRock-advised funds
since 2007; Managing Director and Senior Counsel of BlackRock since 2005. |
|||||
Benjamin Archibald 55 East 52nd Street New York, NY 10055 1975 |
Secretary |
Since 2012 |
Managing Director of BlackRock since 2014; Director of
BlackRock from 2010 to 2013; Assistant Secretary of the BlackRock-advised funds from
2010 to 2012; General Counsel and Chief Operating Officer of Uhuru Capital Management
from 2009 to 2010; Executive Director and Counsel of Goldman Sachs Asset Management from
2005 to 2009. |
|||||
1 Officers
of the Funds/Master LLCs serve at the pleasure of the Board. |
||||||||
Further
information about the Officers and Directors is available in the Funds Statement
of Additional Information, which can be obtained without charge by calling (800) 221-7210. |
||||||||
Investment Advisor and Administrator BlackRock Advisors, LLC Wilmington, DE 19809 |
Custodian and Accounting Agent State Street Bank and Trust Company Boston, MA 02110 |
Legal Counsel Sidley Austin LLP New York, NY 10019 |
Address of the Funds 100 Bellevue Parkway Wilmington, DE 19809 |
|||
Transfer Agent Financial Data Services, Inc. Jacksonville, FL 32246 |
Distributor BlackRock Investments, LLC New York, NY 10022 |
Independent Registered Public Accounting Firm Deloitte & Touche LLP Boston, MA 02116 |
30 | ANNUAL REPORT | MARCH 31, 2014 |
Additional Information |
General Information
BlackRock Privacy Principles
ANNUAL REPORT | MARCH 31, 2014 | 31 |
Item 2 – Code of Ethics – Each registrant (or “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, 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 – Each registrant’s board of directors (the “board of directors”), has determined that
(i) the registrant has the following audit committee financial expert serving on its audit committee and (ii) each audit committee
financial expert is independent:
Kenneth L. Urish
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
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 Funds:
(a) Audit Fees | (b) Audit-Related Fees1 | (c) Tax Fees2 | (d) All Other Fees3 | |||||
Entity Name | Current Fiscal Year End | Previous Fiscal Year End | Current Fiscal Year End | Previous Fiscal Year End | Current Fiscal Year End | Previous Fiscal Year End | Current Fiscal Year End | Previous Fiscal Year End |
BBIF Government Securities Fund | $7,363 | $7,363 | $0 | $0 | $9,600 | $9,600 | $0 | $0 |
Master Government Securities LLC | $26,363 | $25,663 | $0 | $0 | $13,000 | $13,000 | $0 | $0 |
The following table presents fees billed by D&T that were required to be approved by each registrant’s audit committee (each a “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (“Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Fund Service Providers”):
Current Fiscal Year End | Previous Fiscal Year End | |
(b) Audit-Related Fees1 | $0 | $0 |
(c) Tax Fees2 | $0 | $0 |
(d) All Other Fees3 | $2,555,000 | $2,865,000 |
1 The nature of the services includes 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 includes tax compliance, tax advice and tax planning.
3 Aggregate fees borne by
BlackRock in connection with the review of compliance procedures and attestation thereto performed by D&T with respect to all
of the registered closed-end funds and some of the registered open-end funds advised by BlackRock.
(e)(1) Audit Committee Pre-Approval Policies and Procedures:
Each 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 registrant’s Committee. The Committee also must approve other non-audit services provided to the registrant
2 |
and those non-audit services provided to the Investment Adviser and Fund 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 registrants 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 registrant’s 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 either Committee pursuant to the de minimus
exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not Applicable
(g) The aggregate non-audit fees paid to the accountant for services rendered by the accountant to the registrant, the Investment
Adviser and the Fund Service Providers were:
Entity Name | Current Fiscal Year End | Previous Fiscal Year End |
BBIF Government Securities Fund | $9,600 | $9,600 |
Master Government Securities LLC | $13,000 | $13,000 |
Additionally, SSAE 16 Review (Formerly, SAS No. 70) fees for the current and previous fiscal years of $2,555,000 and $2,865,000, respectively, were billed by D&T to the Investment Adviser.
(h) Each Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Fund 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 Registrants – Not Applicable
Item 6 – Investments
(a) The registrants’ Schedules of Investments are 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
3 |
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 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 15(d)-15(b) under the Securities Exchange Act of 1934, as amended.
(b) – There were no changes in the registrants’ internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the 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
(a)(1) – Code of Ethics – See Item 2
(a)(2) – Certifications – Attached hereto
(a)(3) – Not Applicable
(b) – Certifications – Attached hereto
4 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BBIF Government Securities Fund and Master Government Securities LLC
By: /s/ John M. Perlowski
John M. Perlowski
Chief Executive Officer (principal executive officer) of
BBIF Government Securities Fund and Master Government Securities LLC
Date: May 29, 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 each registrant and in the capacities and on the dates indicated.
By: /s/ John M. Perlowski
John M. Perlowski
Chief Executive Officer (principal executive officer) of
BBIF Government Securities Fund and Master Government Securities LLC
Date: May 29, 2014
By: /s/ Neal J. Andrews
Neal J. Andrews
Chief Financial Officer (principal financial officer) of
BBIF Government Securities Fund and Master Government Securities LLC
Date: May 29, 2014
5 |
EX-99. CERT
CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John M. Perlowski, Chief Executive Officer (principal executive officer) of BBIF Government Securities Fund and Master Government Securities LLC, certify that:
1. I have reviewed this report on Form N-CSR of BBIF Government Securities Fund and Master Government Securities LLC;
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 registrants 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 registrants 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 registrants, including their 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' boards 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: May 29, 2014
/s/ John M. Perlowski
John M. Perlowski
Chief Executive Officer (principal executive
officer) of
BBIF Government Securities Fund and Master Government Securities LLC
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 BBIF Government Securities Fund and Master Government Securities LLC, certify that:
1. I have reviewed this report on Form N-CSR of BBIF Government Securities Fund and Master Government Securities LLC;
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 registrants 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 registrants 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 registrants, including their 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' boards 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: May 29, 2014
/s/ Neal J. Andrews
Neal J. Andrews
Chief Financial Officer (principal financial
officer) of
BBIF Government Securities Fund and Master Government Securities LLC
Exhibit 99.906CERT
Certification Pursuant to Rule 30a-2(b)
under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, the undersigned officer of BBIF Government Securities Fund and Master Government Securities LLC (the “registrants”), hereby certifies, to the best of his knowledge, that the registrants' Report on Form N-CSR for the period ended March 31, 2014 (the “Report”) fully complies with the requirements of Section 15(d) 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 registrants.
Date: May 29, 2014
/s/ John M. Perlowski
John M. Perlowski
Chief Executive Officer (principal executive officer) of
BBIF Government Securities Fund and Master Government Securities LLC
Pursuant to 18 U.S.C. § 1350, the undersigned officer of BBIF Government Securities Fund and Master Government Securities LLC (the “registrants”), hereby certifies, to the best of his knowledge, that the registrants' Report on Form N-CSR for the period ended March 31, 2014 (the “Report”) fully complies with the requirements of Section 15(d) 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 registrants.
Date: May 29, 2014
/s/ Neal J. Andrews
Neal J. Andrews
Chief Financial Officer (principal financial officer) of
BBIF Government Securities Fund and Master Government Securities LLC
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.
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