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: 811-21198 and 811-21301
Name of Fund: BBIF Tax-Exempt Fund and Master Tax-Exempt LLC
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BBIF Tax-Exempt Fund and
Master Tax-Exempt LLC, 55 East 52nd Street, New York, NY 10055
Registrants’ telephone number, including area code: (800) 626-1960
Date of fiscal year end: 03/31/2016
Date of reporting period: 03/31/2016
Item 1 – Report to Stockholders
MARCH 31, 2016
ANNUAL REPORT
|
BBIF Tax-Exempt Fund
Not FDIC Insured • May Lose Value • No Bank Guarantee |
Table of Contents |
Page | ||||
3 | ||||
Annual Report: | ||||
4 | ||||
5 | ||||
5 | ||||
Fund Financial Statements: | ||||
6 | ||||
7 | ||||
8 | ||||
9 | ||||
13 | ||||
Fund Report of Independent Registered Public Accounting Firm | 17 | |||
18 | ||||
Master LLC Financial Statements: | ||||
19 | ||||
28 | ||||
28 | ||||
29 | ||||
29 | ||||
30 | ||||
Master LLC Report of Independent Registered Public Accounting Firm | 33 | |||
34 | ||||
37 |
2 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
The Markets in Review |
Dear Shareholder,
Diverging monetary policies and shifting economic outlooks across regions have been the overarching themes driving financial markets over the past couple of years. Investors spent most of 2015 anticipating the end of the Federal Reserve’s (the “Fed”) near-zero interest rate policy as U.S. growth outpaced other developed markets. The Fed ultimately hiked rates in December, whereas the European Central Bank and the Bank of Japan took additional steps to stimulate growth, even introducing negative interest rates. The U.S. dollar had strengthened considerably ahead of these developments, causing profit challenges for U.S. companies that generate revenues overseas, and pressuring emerging market currencies and commodities prices.
Global market volatility increased in the latter part of 2015 and spilled over into early 2016. Oil prices were a key factor behind the instability after collapsing in mid-2015 due to excess global supply. China, one of the world’s largest consumers of oil, was another notable source of stress for financial markets. Signs of slowing economic growth, a depreciating yuan and declining confidence in the country’s policymakers stoked investors’ worries about the potential impact of China’s weakness on the global economy.
Fears of a global recession started to fade toward the end of the first quarter of 2016 and volatility abated. Central bank stimulus in Europe and Japan, combined with a more tempered outlook for rate hikes in the United States, helped bolster financial markets. A softening in U.S. dollar strength offered some relief to U.S. exporters and emerging market economies. Oil prices found firmer footing as global supply showed signs of leveling off.
The selloff in risk assets at the turn of the year has resulted in more reasonable valuations and some appealing entry points for investors today. However, investors continue to face the headwinds of uncertainty around China’s growth trajectory and currency management, the potential consequences of negative interest rates and geopolitical risks.
For the 12 months ended March 31, 2016, higher-quality assets such as municipal bonds, U.S. Treasuries and investment grade corporate bonds generated positive returns, while riskier assets such as non-U.S. and small cap equities broadly declined.
At BlackRock, we believe investors need to think globally, extend their scope across a broad array of asset classes and be prepared to adjust accordingly as market conditions change over time. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.
Sincerely,
Rob Kapito
President, BlackRock Advisors, LLC
Rob Kapito
President, BlackRock Advisors, LLC
Total Returns as of March 31, 2016 | ||||||||
6-month | 12-month | |||||||
U.S. large cap equities | 8.49 | % | 1.78 | % | ||||
U.S. small cap equities | 2.02 | (9.76 | ) | |||||
International equities | 1.56 | (8.27 | ) | |||||
Emerging market equities | 6.41 | (12.03 | ) | |||||
3-month Treasury bills | 0.10 | 0.12 | ||||||
U.S. Treasury securities | 3.27 | 3.05 | ||||||
U.S. investment grade | 2.44 | 1.96 | ||||||
Tax-exempt municipal | 3.23 | 3.95 | ||||||
U.S. high yield bonds | 1.23 | (3.66 | ) | |||||
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index. |
THIS PAGE NOT PART OF YOUR FUND REPORT | 3 |
Money Market Overview |
For the 12-Month Period Ended March 31, 2016 |
The Federal Open Market Committee (the “Committee”) left rates unchanged at the March 16, 2016 meeting, which was not surprising in our opinion given low expectations for a rate increase on the heels of market turmoil earlier in the year. Indeed, the Committee continued to highlight concern about risks associated with global financial and economic developments, and downshifted its expectations for the pace of normalization. The Committee’s present forecast envisions two rate hikes of 25 basis points (0.25%) each during the balance of 2016, down from a projected four increases as of its December 16, 2015 meeting. A stronger-than-expected February employment report combined with recent upward pressure on the Core Personal Consumption Expenditures Index — the Committee’s preferred measure of inflation — suggest that it may not be overly optimistic to anticipate that conditions will ultimately line up behind at least one rate hike, possibly as soon as June. While not our base case, a number of Committee members even intimated that an increase in rates as soon as April was not out of the question. In our view, the fact that inflation has been running behind the Committee’s target for nearly four years reinforces a gradual approach to policy normalization.
While the Committee’s recent statement was generally perceived as “dovish,” anxiety about the prospect of negative interest rates seems to have diminished somewhat. At the post-meeting press conference, Chairwoman Yellen stated that the Committee is “not actively considering negative rates,” supporting our belief that the odds of such a development are relatively narrow.
The slope of the short-dated London Interbank Offered Rate (“LIBOR”) curve steepened in March in response to continued uncertainty about the path of interest rates and the possible shift of additional assets from prime to government money market funds later in the year. We would anticipate a continuation of this trend in the months ahead.
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.
4 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Fund Information as of March 31, 2016 |
Investment Objective |
BBIF Tax-Exempt Fund’s (the “Fund”) investment objective is to seek current income exempt from federal income tax, preservation of capital and liquidity.
On February 18, 2016, the Board of Trustees of the Fund approved a proposal to close the Fund to purchases and thereafter to liquidate the Fund. Accordingly, effective on July 11, 2016, the Fund will no longer accept purchases orders. On or about July 15, 2016 (the “Liquidation Date”), all of the assets of the Fund will be liquidated completely, the shares outstanding on the Liquidation Date will be redeemed at the net asset value per share and the Fund will then be terminated.
Current Seven-Day Yields |
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 | % |
The 7-Day SEC Yields may differ from the 7-Day Yields shown above due to the fact that the 7-Day SEC Yields exclude distributed capital gains. Past performance is not indicative of future results.
Disclosure of Expenses |
Shareholders of the Fund may incur the following charges: (a) transactional expenses such as sales charges; and (b) operating expenses, including administration fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other Fund expenses. The expense example shown below (which is based on a hypothetical investment of $1,000 invested on October 1, 2015 and held through March 31, 2016) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.
The expense example provides information about actual account values and actual expenses. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number corresponding to their share class under the heading entitled “Expenses Paid During the Period.”
The expense example also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in the Fund and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.
The expenses shown in the expense example are intended to highlight shareholders’ ongoing costs only and do not reflect any transactional expenses, such as sales charges, if any. Therefore, the hypothetical examples are useful in comparing ongoing expenses only, and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.
Expense Example |
Actual | Hypothetical2 | Annualized Expense Ratio | ||||||||||||||||||||||||||
Beginning Account Value October 1, 2015 | Ending Account Value March 31, 2016 | Expenses Paid During the Period1 | Beginning Account Value October 1, 2015 | Ending Account Value March 31, 2016 | Expenses Paid During the Period1 | |||||||||||||||||||||||
Class 1 | $ | 1,000.00 | $ | 1,000.00 | $ | 0.50 | $ | 1,000.00 | $ | 1,024.50 | $ | 0.51 | 0.10 | % | ||||||||||||||
Class 2 | $ | 1,000.00 | $ | 1,000.00 | $ | 0.50 | $ | 1,000.00 | $ | 1,024.50 | $ | 0.51 | 0.10 | % | ||||||||||||||
Class 3 | $ | 1,000.00 | $ | 1,000.00 | $ | 0.50 | $ | 1,000.00 | $ | 1,024.50 | $ | 0.51 | 0.10 | % | ||||||||||||||
Class 4 | $ | 1,000.00 | $ | 1,000.00 | $ | 0.50 | $ | 1,000.00 | $ | 1,024.50 | $ | 0.51 | 0.10 | % |
1 | For each class of the Fund, expenses are equal to the annualized net expense ratio for the class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period shown). Because the Fund invests all of its assets in Master Tax-Exempt LLC (the “Master LLC”), the expense examples reflect the net expenses of both the Fund and the Master LLC in which it invests. |
2 | Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 366. |
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 5 |
Statement of Assets and Liabilities | BBIF Tax-Exempt Fund |
March 31, 2016 | ||||
Assets | ||||
Investments at value — Master Tax-Exempt LLC (the “Master LLC”) (cost — $406,641,276) | $ | 406,641,276 | ||
Receivables: | ||||
Capital shares sold | 741,071 | |||
Prepaid expenses | 106,734 | |||
|
| |||
Total assets | 407,489,081 | |||
|
| |||
Liabilities | ||||
Payables: | ||||
Contributions to the Master LLC | 741,071 | |||
Administration fees | 6,245 | |||
Officer’s fees | 366 | |||
Other accrued expenses | 15,238 | |||
|
| |||
Total liabilities | 762,920 | |||
|
| |||
Net Assets | $ | 406,726,161 | ||
|
| |||
Net Assets Consist of | ||||
Paid-in capital | $ | 406,701,512 | ||
Undistributed net investment income | 261 | |||
Accumulated net realized gain allocated from the Master LLC | 24,388 | |||
|
| |||
Net Assets | $ | 406,726,161 | ||
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| |||
Net Asset Value | ||||
Class 1 — Based on net assets of $18,286,489 and 18,279,038 shares outstanding, unlimited number of shares authorized, par value $0.10 per share | $ | 1.00 | ||
|
| |||
Class 2 — Based on net assets of $27,135,992 and 27,124,684 shares outstanding, unlimited number of shares authorized, par value $0.10 per share | $ | 1.00 | ||
|
| |||
Class 3 — Based on net assets of $105,409,348 and 105,365,000 shares outstanding, unlimited number of shares authorized, par value $0.10 per share | $ | 1.00 | ||
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| |||
Class 4 — Based on net assets of $255,894,332 and 255,785,502 shares outstanding, unlimited number of shares authorized, par value $0.10 per share | $ | 1.00 | ||
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|
See Notes to Financial Statements. | ||||||
6 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Statement of Operations | BBIF Tax-Exempt Fund |
Year Ended March 31, 2016 | ||||
Investment Income | ||||
Net investment income allocated from the Master LLC: | ||||
Interest | $ | 398,893 | ||
Expenses | (666,701 | ) | ||
Fees waived | 552,691 | |||
|
| |||
Total income | 284,883 | |||
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| |||
Fund Expenses | ||||
Administration | 965,357 | |||
Service and distribution — class specific | 1,653,290 | |||
Registration | 288,610 | |||
Transfer agent — class specific | 26,505 | |||
Professional | 25,673 | |||
Printing | 20,850 | |||
Officer | 248 | |||
Miscellaneous | 14,939 | |||
|
| |||
Total expenses | 2,995,472 | |||
Less: | ||||
Fees waived by the Administrator | (959,112 | ) | ||
Service and distribution fees waived — class specific | (1,653,290 | ) | ||
Transfer agent fees reimbursed — class specific | (26,505 | ) | ||
Other expenses waived and/or reimbursed by the administrator — class specific | (72,007 | ) | ||
|
| |||
Total expenses after fees waived and/or reimbursed | 284,558 | |||
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| |||
Net investment income | 325 | |||
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| |||
Realized Gain Allocated from the Master LLC | ||||
Net realized gain from investments | 54,333 | |||
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| |||
Net Increase in Net Assets Resulting from Operations | $ | 54,658 | ||
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|
See Notes to Financial Statements. | ||||||
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 7 |
Statements of Changes in Net Assets | BBIF Tax-Exempt Fund |
Year Ended March 31, | ||||||||
Increase in Net Assets: | 2016 | 2015 | ||||||
Operations | ||||||||
Net investment income | $ | 325 | $ | 172 | ||||
Net realized gain | 54,333 | 34,469 | ||||||
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| |||||
Net increase in net assets resulting from operations | 54,658 | 34,641 | ||||||
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| |||||
Distributions to Shareholders1 | ||||||||
From net investment income: | ||||||||
Class 1 | (15 | ) | (19 | ) | ||||
Class 2 | (27 | ) | (38 | ) | ||||
Class 3 | (98 | ) | (126 | ) | ||||
Class 4 | (185 | ) | (189 | ) | ||||
From net realized gain: | ||||||||
Class 1 | (49 | ) | (1,955 | ) | ||||
Class 2 | (105 | ) | (4,600 | ) | ||||
Class 3 | (449 | ) | (14,004 | ) | ||||
Class 4 | (725 | ) | (21,311 | ) | ||||
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| |||||
Decrease in net assets resulting from distributions to shareholders | (1,653 | ) | (42,242 | ) | ||||
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Capital Transactions | ||||||||
Net increase in net assets derived from capital transactions | 18,027,792 | 66,819,082 | ||||||
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Net Assets | ||||||||
Total increase in net assets | 18,080,797 | 66,811,481 | ||||||
Beginning of year | 388,645,364 | 321,833,883 | ||||||
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End of year | $ | 406,726,161 | $ | 388,645,364 | ||||
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Undistributed net investment income, end of year | $ | 261 | $ | 261 | ||||
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1 | Distributions for annual periods determined in accordance with federal income tax regulations. |
See Notes to Financial Statements. | ||||||
8 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Financial Highlights | BBIF Tax-Exempt Fund |
Class 1 | ||||||||||||||||||||
Year Ended March 31, | ||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||
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Net investment income | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | |||||||||||
Net realized gain | 0.0000 | 1 | �� | 0.0001 | 0.0001 | 0.0000 | 1 | 0.0000 | 1 | |||||||||||
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Net increase from investment operations | 0.0000 | 0.0001 | 0.0001 | 0.0000 | 0.0001 | |||||||||||||||
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Distributions:2 | ||||||||||||||||||||
From net investment income | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | ||||||||||
From net realized gain | (0.0000 | )3 | (0.0001 | ) | (0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | ||||||||||
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Total distributions | (0.0000 | ) | (0.0001 | ) | (0.0001 | ) | (0.0000 | ) | (0.0001 | ) | ||||||||||
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Net asset value, end of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||
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Total Return4 | ||||||||||||||||||||
Based on net asset value | 0.00% | 0.01% | 0.01% | 0.00% | 0.01% | |||||||||||||||
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Ratios to Average Net Assets5,6 | ||||||||||||||||||||
Total expenses | 1.39% | 1.38% | 1.42% | 1.53% | 1.52% | |||||||||||||||
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Total expenses after fees waived and/or reimbursed | 0.10% | 0.10% | 0.15% | 0.24% | 0.24% | |||||||||||||||
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Net investment income | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||
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Supplemental Data | ||||||||||||||||||||
Net assets, end of year (000) | $ | 18,286 | $ | 44,002 | $ | 20,283 | $ | 46,498 | $ | 22,689 | ||||||||||
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1 | Amount is less than $0.00005 per share. |
2 | Distributions for annual periods determined in accordance with federal income tax regulations. |
3 | Amount is greater than $(0.00005) per share. |
4 | Where applicable, assumes the reinvestment of distributions. |
5 | Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income. |
6 | For the years ended March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013 and March 31, 2012, includes the Fund’s share of the Master LLC’s allocated fees waived of 0.14%, 0.12%, 0.08%, 0.09% and 0.03%, respectively. |
See Notes to Financial Statements. | ||||||
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 9 |
Financial Highlights (continued) | BBIF Tax-Exempt Fund |
Class 2 | ||||||||||||||||||||
Year Ended March 31, | ||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||
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Net investment income | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | |||||||||||
Net realized gain | 0.0000 | 1 | 0.0001 | 0.0001 | 0.0000 | 1 | 0.0000 | 1 | ||||||||||||
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Net increase from investment operations | 0.0000 | 0.0001 | 0.0001 | 0.0000 | 0.0001 | |||||||||||||||
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Distributions:2 | ||||||||||||||||||||
From net investment income | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | ||||||||||
From net realized gain | (0.0000 | )3 | (0.0001 | ) | (0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | ||||||||||
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Total distributions | (0.0000 | ) | (0.0001 | ) | (0.0001 | ) | (0.0000 | ) | (0.0001 | ) | ||||||||||
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Net asset value, end of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||
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Total Return4 | ||||||||||||||||||||
Based on net asset value | 0.00% | 0.01% | 0.01% | 0.00% | 0.01% | |||||||||||||||
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Ratios to Average Net Assets5,6 | ||||||||||||||||||||
Total expenses | 1.05% | 1.04% | 1.08% | 1.17% | 1.15% | |||||||||||||||
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Total expenses after fees waived and/or reimbursed | 0.10% | 0.10% | 0.15% | 0.24% | 0.24% | |||||||||||||||
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Net investment income | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||
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Supplemental Data | ||||||||||||||||||||
Net assets, end of year (000) | $ | 27,136 | $ | 38,329 | $ | 34,670 | $ | 46,969 | $ | 93,113 | ||||||||||
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1 | Amount is less than $0.00005 per share. |
2 | Distributions for annual periods determined in accordance with federal income tax regulations. |
3 | Amount is greater than $(0.00005) per share. |
4 | Where applicable, assumes the reinvestment of distributions. |
5 | Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income. |
6 | For the years ended March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013 and March 31, 2012, includes the Fund’s share of the Master LLC’s allocated fees waived of 0.14%, 0.12%, 0.08%, 0.09% and 0.03%, respectively. |
See Notes to Financial Statements. | ||||||
10 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Financial Highlights (continued) | BBIF Tax-Exempt Fund |
Class 3 | ||||||||||||||||||||
Year Ended March 31, | ||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||
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Net investment income | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | |||||||||||
Net realized gain | 0.0000 | 1 | 0.0001 | 0.0001 | 0.0000 | 1 | 0.0000 | 1 | ||||||||||||
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Net increase from investment operations | 0.0000 | 0.0001 | 0.0001 | 0.0000 | 0.0001 | |||||||||||||||
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Distributions:2 | ||||||||||||||||||||
From net investment income | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | ||||||||||
From net realized gain | (0.0000 | )3 | (0.0001 | ) | (0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | ||||||||||
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Total distributions | (0.0000 | ) | (0.0001 | ) | (0.0001 | ) | (0.0000 | ) | (0.0001 | ) | ||||||||||
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Net asset value, end of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||
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Total Return4 | ||||||||||||||||||||
Based on net asset value | 0.00% | 0.01% | 0.01% | 0.00% | 0.01% | |||||||||||||||
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Ratios to Average Net Assets5,6 | ||||||||||||||||||||
Total expenses | 0.75% | 0.73% | 0.77% | 0.87% | 0.84% | |||||||||||||||
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Total expenses after fees waived and/or reimbursed | 0.10% | 0.11% | 0.15% | 0.24% | 0.24% | |||||||||||||||
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Net investment income | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||
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Supplemental Data | ||||||||||||||||||||
Net assets, end of year (000) | $ | 105,409 | $ | 127,273 | $ | 136,502 | $ | 139,022 | $ | 223,118 | ||||||||||
|
|
1 | Amount is less than $0.00005 per share. |
2 | Distributions for annual periods determined in accordance with federal income tax regulations. |
3 | Amount is greater than $(0.00005) per share. |
4 | Where applicable, assumes the reinvestment of distributions. |
5 | Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income. |
6 | For the years ended March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013 and March 31, 2012, includes the Fund’s share of the Master LLC’s allocated fees waived of 0.14%, 0.12%, 0.08%, 0.09% and 0.03%, respectively. |
See Notes to Financial Statements. | ||||||
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 11 |
Financial Highlights (concluded) | BBIF Tax-Exempt Fund |
Class 4 | ||||||||||||||||||||
Year Ended March 31, | ||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
Per Share Operating Performance | ||||||||||||||||||||
Net asset value, beginning of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||
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Net investment income | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0000 | 1 | 0.0001 | |||||||||||
Net realized gain | 0.0000 | 1 | 0.0001 | 0.0001 | 0.0000 | 1 | 0.0000 | 1 | ||||||||||||
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|
|
|
| |||||||||||
Net increase from investment operations | 0.0000 | 0.0001 | 0.0001 | 0.0000 | 0.0001 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Distributions:2 | ||||||||||||||||||||
From net investment income | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0000 | )3 | (0.0001 | ) | ||||||||||
From net realized gain | (0.0000 | )3 | (0.0001 | ) | (0.0001 | ) | (0.0000 | )3 | (0.0000 | )3 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total distributions | (0.0000 | ) | (0.0001 | ) | (0.0001 | ) | (0.0000 | ) | (0.0001 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net asset value, end of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total Return4 | ||||||||||||||||||||
Based on net asset value | 0.00% | 0.01% | 0.01% | 0.00% | 0.01% | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Ratios to Average Net Assets5,6 | ||||||||||||||||||||
Total expenses | 0.75% | 0.74% | 0.77% | 0.86% | 0.84% | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total expenses after fees waived and/or reimbursed | 0.10% | 0.10% | 0.15% | 0.24% | 0.24% | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Net investment income | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Supplemental Data | ||||||||||||||||||||
Net assets, end of year (000) | $ | 255,894 | $ | 179,041 | $ | 130,379 | $ | 134,061 | $ | 197,117 | ||||||||||
|
|
|
|
|
|
|
|
|
|
1 | Amount is less than $0.00005 per share. |
2 | Distributions for annual periods determined in accordance with federal income tax regulations. |
3 | Amount is greater than $(0.00005) per share. |
4 | Where applicable, assumes the reinvestment of distributions. |
5 | Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income. |
6 | For the years ended March 31, 2016, March 31, 2015, March 31, 2014, March 31, 2013 and March 31, 2012, includes the Fund’s share of the Master LLC’s allocated fees waived of 0.14%, 0.12%, 0.08%, 0.09% and 0.03%, respectively. |
See Notes to Financial Statements. | ||||||
12 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Notes to Financial Statements | BBIF Tax-Exempt Fund |
1. Organization:
BBIF Tax-Exempt Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end management investment company. The Fund is organized as a Massachusetts business trust. The Fund seeks to achieve its investment objective by investing all of its assets in Master Tax-Exempt LLC (the “Master LLC”), an affiliate of the Fund, which has the same investment objective and strategies as the Fund. The value of the Fund’s investment in the Master LLC reflects the Fund’s proportionate interest in the net assets of the Master LLC. The performance of the Fund is directly affected by the performance of the Master LLC. At period end, the percentage of the Master LLC owned by the Fund was 13.6%. The financial statements of the Master LLC, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.
The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that each bears certain expenses related to shareholder servicing and expenses related to the distribution of such shares. Class 1, Class 2, Class 3 and Class 4 Shares are only available through exchanges and distribution reinvestments by current holders and for purchase by certain employer-sponsored retirement plans. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures. The Board of Trustees of the Fund and Board of Directors of the Master LLC are referred to throughout this report as the “Board of Directors” or the “Board” and the members are referred to as “Directors.”
On February 18, 2016, the Board approved a proposal to close the Fund to purchases and thereafter to liquidate the Fund. Accordingly, effective on July 11, 2016, the Fund will no longer accept purchases orders. On or about July 15, 2016 (the “Liquidation Date”), all of the assets of the Fund will be liquidated completely, the shares outstanding on the Liquidation Date will be redeemed at the net asset value per share and the Fund will then be terminated.
The Fund, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Administrator”) or its affiliates, is included in a complex of open-end funds referred to as the Equity-Liquidity Complex.
2. Significant Accounting Policies:
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:
Investment Transactions and Investment Income: For financial reporting purposes, contributions to and withdrawals from the Master LLC are accounted on a trade date basis. The Fund records daily its proportionate share of the Master LLC’s income, expenses and realized and unrealized gains and losses. In addition, the Fund accrues its own expenses. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.
Distributions: Distributions from net investment income are declared and reinvested daily. Distributions of capital gains are distributed at least annually and are recorded on the ex-dividend date. The character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
Indemnifications: In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnification. The Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Fund, which cannot be predicted with any certainty.
Other: Expenses directly related to the Fund or its classes are charged to the Fund or the applicable class. Other operating expenses shared by several funds, including other funds managed by the Administrator, are prorated among those funds on the basis of relative net assets or other appropriate methods. Expenses directly related to the Fund and other shared expenses prorated to the Fund are allocated daily to each class based on its relative net assets or other appropriate methods.
The Fund may earn interest on positive cash balances in demand deposit accounts that are maintained by the transfer agent on behalf of the Fund. This amount, if any, is shown as interest income in the Statement of Operations.
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 13 |
Notes to Financial Statements (continued) | BBIF Tax-Exempt Fund |
3. Investment Valuation and Fair Value Measurements:
Investment Valuation Policies: The Fund’s policy is to fair value its financial instruments at market value. The Fund records its investment in the Master LLC at fair value based on the Fund’s proportionate interest in the net assets of the Master LLC. Valuation of securities held by the Master LLC is discussed in Note 3 of the Master LLC’s Notes to Financial Statements, which are included elsewhere in this report.
4. Administration Agreement and Other Transactions with Affiliates:
The PNC Financial Services Group, Inc. is the largest stockholder and an affiliate of BlackRock, Inc. (“BlackRock”) for 1940 Act purposes.
Administration
The Fund entered into an Administration Agreement with the Administrator, an indirect, wholly owned subsidiary of BlackRock, to provide administrative services (other than investment advice and related portfolio activities). For such services, the Fund pays the Administrator a monthly fee at an annual rate of 0.25% of the average daily value of the Fund’s net assets. The Fund does not pay an investment advisory fee or investment management fee.
Service and Distribution Fees
The Fund entered into a Distribution Agreement and Distribution Plans with BlackRock Investments, LLC (“BRIL”), an affiliate of the Administrator. Pursuant to the Distribution Plan and in accordance with Rule 12b-1 under the 1940 Act, the Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of the Fund as follows:
Class 1 | Class 2 | Class 3 | Class 4 | |||||||||||||
Service Fee | 0.25% | 0.25% | 0.25% | 0.25% | ||||||||||||
Distribution Fee | 0.750% | 0.425% | 0.125% | 0.125% |
Pursuant to sub-agreements with BRIL, broker-dealers and BRIL provide shareholder servicing and distribution services to the Fund. The ongoing service and/or distribution fee compensates BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to the shareholders.
For the year ended March 31, 2016, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:
Class 1 | Class 2 | Class 3 | Class 4 | Total | ||||||||||||||
$ | 184,738 | $ | 207,711 | $ | 436,352 | $ | 824,489 | $ | 1,653,290 |
Transfer Agent
For the year ended March 31, 2016, the following table shows the class specific transfer agent fees borne directly by each class of the Fund:
Class 1 | Class 2 | Class 3 | Class 4 | Total | ||||||||||||||
$ | 7,139 | $ | 3,478 | $ | 4,881 | $ | 11,007 | $ | 26,505 |
Expense Limitations, Waivers and Reimbursements
The Fund entered into a contractual arrangement with the Administrator and BRIL to waive and/or reimburse a portion of the Fund’s direct fees and expenses, which excludes fees and expenses allocated from the Master LLC, to ensure that the net expenses for the Fund’s Class 2 Shares are 0.35% higher than those of BIF Tax-Exempt Fund, and the net expenses for the Fund’s Class 3 and Class 4 Shares are equal to those of BIF Tax-Exempt Fund, without giving effect to any voluntary fee waivers. The fee/expense waiver includes service and distribution fees. The Administrator and BRIL have agreed not to reduce or discontinue this contractual waiver or reimbursement prior to August 1, 2017. This contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested Directors or by a vote of a majority of the outstanding voting securities of the Fund. These amounts are included in service and distribution fees waived — class specific in the Statement of Operations.
For the year ended March 31, 2016, the amounts included in service and distribution fees waived – class specific were as follows:
Class 1 | Class 2 | Class 3 | Class 4 | Total | ||||||||||||||
$ | 184,738 | $ | 207,711 | $ | 436,352 | $ | 824,489 | $ | 1,653,290 |
14 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Notes to Financial Statements (continued) | BBIF Tax-Exempt Fund |
The Administrator and BRIL voluntarily agreed to waive a portion of the investment advisory fee and/or reimburse operating expenses to enable the Fund to maintain minimum levels of daily net investment income. These amounts are reported in the Statement of Operations as fees waived by the Administrator. The Administrator and BRIL may discontinue the waiver or reimbursement at any time.
For the year ended March 31, 2016, the amounts included in transfer agent fees reimbursed – class specific were as follows:
Class 1 | Class 2 | Class 3 | Class 4 | Total | ||||||||||||||
$ | 7,139 | $ | 3,478 | $ | 4,881 | $ | 11,007 | $ | 26,505 |
For the year ended March 31, 2016, the amounts included in other expenses waived and/or reimbursed by the Administrator– class specific were as follows:
Class 1 | Class 2 | Class 3 | Class 4 | Total | ||||||||||||||
$ | 3,425 | $ | 5,721 | $ | 21,623 | $ | 41,238 | $ | 72,007 |
Officers and Directors
Certain officers and/or directors of the Fund are officers and/or directors of BlackRock or its affiliates. The Fund reimburses the Administrator for a portion of the compensation paid to the Fund’s Chief Compliance Officer, which is included in officer in the Statement of Operations.
5. Income Tax Information:
It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.
The Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Fund’s U.S. federal tax returns remains open for each of the four years ended March 31, 2016. The statutes of limitations on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
Management has analyzed tax laws and regulations and their application to the Fund as of March 31, 2016, inclusive of the open tax return years, and does not believe there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements.
U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. As of period end, the following permanent differences attributable to the use of equalization were reclassified to the following accounts:
Paid-in capital | $ | 29,945 | ||
Accumulated net realized gain allocated from the Master LLC | $ | (29,945 | ) |
The tax character of distributions paid was as follows:
3/31/16 | 3/31/15 | |||||||
Tax-exempt income1 | $ | 325 | $ | 374 | ||||
Ordinary income2 | 4,369 | 4 | 23,874 | |||||
Long-term capital gains3 | 26,904 | 4 | 17,994 | |||||
|
|
|
| |||||
Total | $ | 31,598 | $ | 42,242 | ||||
|
|
|
|
1 | The Fund designates this amount paid during the fiscal year ended March 31, 2016 as exempt-interest dividends. |
2 | Ordinary income consists primarily of taxable income recognized from net short-term capital gains. Additionally, all ordinary distributions are comprised of qualified short-term capital gain dividends for non-U.S. residents and are eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations. |
3 | The Fund designates this amount paid during the fiscal year ended March 31, 2016 as capital gain dividends. |
4 | Distribution amounts may include a portion of the proceeds from redeemed shares. |
As of period end, the tax components of accumulated net earnings (losses) were as follows:
Undistributed tax-exempt income | $ | 261 | ||
Undistributed ordinary income | 3,551 | |||
Undistributed long-term capital gains | 20,837 | |||
|
| |||
Total | $ | 24,649 | ||
|
|
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 15 |
Notes to Financial Statements (concluded) | BBIF Tax-Exempt Fund |
6. Principal Risks:
On July 23, 2014, the U.S. Securities and Exchange Commission adopted amendments to money market fund regulations, which structurally change the way that certain money market funds will be required to operate. The compliance periods for the amendments range between July 2015 and October 2016. The changes may affect a money market fund’s investment strategies, fees and expenses, portfolio and share liquidity and return potential.
7. Capital Share Transactions:
The number of shares sold, reinvested and redeemed corresponds to the net proceeds from the sale of shares, reinvestment of all distributions and cost of shares redeemed, respectively, since shares are sold and redeemed at $1.00 per share.
Transactions in capital shares for each class were as follows:
Year Ended March 31, 2016 | Year Ended March 31, 2015 | |||||||
Class 1 | ||||||||
Shares sold | 194,667,882 | 319,091,667 | ||||||
Shares issued in reinvestment of distributions | 55 | 1,965 | ||||||
Shares redeemed | (220,377,070 | ) | (295,380,514 | ) | ||||
|
| |||||||
Net increase (decrease) | (25,709,133 | ) | 23,713,118 | |||||
|
| |||||||
Class 2 | ||||||||
Shares sold | 276,575,298 | 191,396,510 | ||||||
Shares issued in reinvestment of distributions | 117 | 4,622 | ||||||
Shares redeemed | (287,768,241 | ) | (187,739,397 | ) | ||||
|
| |||||||
Net increase (decrease) | (11,192,826 | ) | 3,661,735 | |||||
|
| |||||||
Class 3 | ||||||||
Shares sold | 710,873,795 | 660,603,442 | ||||||
Shares issued in reinvestment of distributions | 503 | 14,083 | ||||||
Shares redeemed | (732,743,887 | ) | (669,831,981 | ) | ||||
|
| |||||||
Net decrease | (21,869,589 | ) | (9,214,456 | ) | ||||
|
| |||||||
Class 4 | ||||||||
Shares sold | 1,870,208,024 | 1,616,473,755 | ||||||
Shares issued in reinvestment of distributions | 847 | 21,454 | ||||||
Shares redeemed | (1,793,409,531 | ) | (1,567,836,524 | ) | ||||
|
| |||||||
Net increase | 76,799,340 | 48,658,685 | ||||||
|
| |||||||
Total Net Increase | 18,027,792 | 66,819,082 | ||||||
|
|
8. Subsequent Events:
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.
16 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Report of Independent Registered Public Accounting Firm |
To the Shareholders and Board of Trustees of BBIF Tax-Exempt Fund:
We have audited the accompanying statement of assets and liabilities of BBIF Tax-Exempt Fund (the “Fund”) as of March 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBIF Tax-Exempt Fund as of March 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Fund will continue as a going concern. As discussed in Note 1 to the financial statements, the Board of the Fund approved a proposal to close the Fund to new investors and thereafter to liquidate the Fund. Management’s plans concerning these matters are also discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the liquidation event.
Deloitte & Touche LLP
Boston, Massachusetts
May 24, 2016
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 17 |
Master LLC Portfolio Information | Master Tax-Exempt LLC |
As of March 31, 2016 |
Portfolio Composition | Percent of Net Assets | |||
Variable Rate Demand Notes | 98 | % | ||
Fixed Rate Notes | 3 | |||
Liabilities in Excess of Other Assets | (1 | ) | ||
|
| |||
Total | 100 | % | ||
|
|
18 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Master Tax-Exempt LLC (Percentages shown are based on Net Assets) |
Municipal Bonds | Par (000) | Value | ||||||
Alabama — 2.2% |
| |||||||
City of Columbia Alabama IDB, Refunding RB, VRDN, Alabama Power Co. Project, 0.37%, 4/01/16 (a) | $ | 53,950 | $ | 53,950,000 | ||||
City of Mobile Alabama Downtown Redevelopment Authority, RB, VRDN (a)(b): | ||||||||
Series A (National Australia Bank Ltd. LOC), 0.40%, 4/07/16 | 5,225 | 5,225,000 | ||||||
Series B (Australia and New Zealand Banking Group Ltd. LOC), 0.40%, 4/07/16 | 6,555 | 6,555,000 | ||||||
|
| |||||||
65,730,000 | ||||||||
Arizona — 0.9% |
| |||||||
Arizona Health Facilities Authority, RB, VRDN, Banner Health, Series C (Bank of America NA LOC), 0.52%, 4/07/16 (a) | 12,800 | 12,800,000 | ||||||
City of Phoenix IDA, RB, VRDN, Mayo Clinic, Series B (Wells Fargo Bank NA SBPA), 0.34%, 4/01/16 (a) | 13,200 | 13,200,000 | ||||||
|
| |||||||
26,000,000 | ||||||||
Arkansas — 0.1% |
| |||||||
Arkansas Development Finance Authority, RB, VRDN, S/F Housing, Mortgage-Backed Securities Program, Series E, AMT (Ginnie Mae & Fannie Mae Guarantors) (State Street Bank & Trust Co. SBPA), 0.48%, 4/07/16 (a) | 3,200 | 3,200,000 | ||||||
California — 2.0% |
| |||||||
Bay Area Toll Authority, P-FLOATS, RB, VRDN, Series C1 (Bank of America NA Liquidity Agreement), 0.42%, 4/07/16 (a)(b)(c) | 4,910 | 4,910,000 | ||||||
California Pollution Control Financing Authority, RB, VRDN, Air Products & Chemicals, Inc., Series B, 0.35%, 4/01/16 (a) | �� | 23,700 | 23,700,000 | |||||
City of Sacramento California, JPMorgan Chase PUTTERS/DRIVERS Trust, RB, VRDN, Series 4375 (JPMorgan Chase Bank NA SBPA), 0.45%, 4/07/16 (a)(b)(c) | 13,000 | 13,000,000 | ||||||
Los Angeles California Department of Water & Power, Refunding RB, VRDN, Remarketing, Sub-Series A-3 (Citibank NA SBPA), 0.30%, 4/01/16 (a) | 13,550 | 13,550,000 | ||||||
State of California, GO, Refunding, VRDN, Kindergarten, Series A-2 (State Street Bank & Trust Co. LOC), 0.32%, 4/01/16 (a) | 5,100 | 5,100,000 | ||||||
|
| |||||||
60,260,000 |
Municipal Bonds | Par (000) | Value | ||||||
Colorado — 0.2% |
| |||||||
Colorado Educational & Cultural Facilities Authority, RB, VRDN, 0.35%, 4/01/16 (a) | $ | 4,800 | $ | 4,800,000 | ||||
Colorado Housing & Finance Authority, Refunding RB, VRDN, S/F Mortgage, Series B (Bank of America NA SBPA), 0.39%, 4/07/16 (a) | 2,360 | 2,360,000 | ||||||
|
| |||||||
7,160,000 | ||||||||
Connecticut — 0.9% |
| |||||||
Connecticut Housing Finance Authority, RB, VRDN, S/F Housing, Housing Mortgage Finance Program, Sub-Series A-3 (Royal Bank of Canada), 0.41%, 4/07/16 (a) | 5,000 | 5,000,000 | ||||||
Connecticut Housing Finance Authority, Refunding RB, VRDN (a): | ||||||||
Sub-Series C-3 (Royal Bank of Canada SBPA), 0.41%, 4/07/16 | 3,500 | 3,500,000 | ||||||
Housing Mortgage Finance Program, Sub-Series A-2 (JPMorgan Chase Bank SBPA), 0.35%, 4/01/16 | 14,370 | 14,370,000 | ||||||
Sub-Series E-3 (Bank of Tokyo-Mitsubishi UFJ Ltd. SBPA), 0.48%, 4/07/16 | 3,000 | 3,000,000 | ||||||
Connecticut State Development Authority, RB, VRDN, Solid Waste Project, Rand/Whitney, AMT (Bank of Montreal LOC), 0.39%, 4/07/16 (a) | 1,000 | 1,000,000 | ||||||
|
| |||||||
26,870,000 | ||||||||
District of Columbia — 0.2% |
| |||||||
District of Columbia, RB, VRDN, Community Connections Real Estate, Series A (Manufacturers & Traders Trust Co. LOC), 0.34%, 4/07/16 (a) | 3,500 | 3,500,000 | ||||||
District of Columbia Housing Finance Agency, RB, VRDN, Park 7 Apartments at Minnesota Ave & Benning Road (Freddie Mac Liquidity Agreement), 0.39%, 4/07/16 (a) | 4,100 | 4,100,000 | ||||||
|
| |||||||
7,600,000 | ||||||||
Florida — 3.2% |
| |||||||
County of Brevard Florida Housing Finance Authority, RB, VRDN, M/F, Timber Trace Apartments Project, AMT (Citibank NA LOC), 0.43%, 4/07/16 (a) | 9,635 | 9,635,000 | ||||||
County of Collier Florida IDA, RB, VRDN, March Project, AMT (Wells Fargo Bank NA LOC), 0.62%, 4/07/16 (a) | 1,190 | 1,190,000 | ||||||
County of Escambia Health Facilities Authority, Refunding RB, VRDN (AGC) (TD Bank NA SBPA), Azalea Trace, Inc., 0.41%, 4/01/16 (a) | 10,455 | 10,455,000 |
Portfolio Abbreviations |
AGC | Assured Guarantee Corp. | GO | General Obligation Bonds | P-FLOATS | Puttable Floating Rate Securities | |||||
AGM | Assured Guaranty Municipal Corp. | HDA | Housing Development Authority | PUTTERS | Puttable Tax-Exempt Receipts | |||||
AMT | Alternative Minimum Tax (subject to) | HFA | Housing Finance Agency | RB | Revenue Bonds | |||||
BAN | Bond Anticipation Notes | HRB | Housing Revenue Bonds | ROCS | Reset Option Certificates | |||||
BHAC | Berkshire Hathaway Assurance Corp. | IDA | Industrial Development Authority | SBPA | Stand-by Bond Purchase Agreements | |||||
COP | Certificates of Participation | IDB | Industrial Development Board | S/F | Single-Family | |||||
DRIVERS | Derivative Inverse Tax-Exempt Receipts | ISD | Independent School District | TAN | Tax Anticipation Notes | |||||
EDC | Economic Development Corp. | LOC | Letter of Credit | VRDN | Variable Rate Demand Notes | |||||
FLOATS | Floating Rate Securities | M/F | Multi-Family |
See Notes to Financial Statements.
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 19 |
Schedule of Investments (continued) | Master Tax-Exempt LLC |
Municipal Bonds | Par (000) | Value | ||||||
Florida (continued) |
| |||||||
County of Hillsborough Florida Housing Finance Authority, HRB, VRDN, M/F, Claymore Crossings Apartments, AMT (Citibank NA LOC), 0.42%, 4/07/16 (a) | $ | 1,900 | $ | 1,900,000 | ||||
County of Manatee Florida Housing Finance Authority, HRB, VRDN, M/F, Village at Cortez Apartments, Series A, AMT (Fannie Mae Guarantor, Fannie Mae Liquidity Agreement), 0.46%, 4/07/16 (a) | 10,200 | 10,200,000 | ||||||
County of Miami-Dade Florida Transit System Sales Surtax Revenue, RB, VRDN, Eagle Tax-Exempt Trust, Class A (AGM) (Citibank NA Liquidity Agreement), | 7,450 | 7,450,000 | ||||||
County of Miami-Dade Florida Water & Sewer System Revenue, RB, VRDN, ROCS, Series RR-II-R-11834 (AGM) (Citibank NA Liquidity Agreement), 0.45%, 4/07/16 (a)(b)(c) | 23,750 | 23,750,000 | ||||||
County of Orange Florida, RBC Muni Products, Inc. Trust, Refunding RB, FLOATS, VRDN, Series O-43 (Royal Bank of Canada SBPA), 0.45%, 4/07/16 (a)(b)(c) | 5,115 | 5,115,000 | ||||||
County of Orlando & Orange Florida Expressway Authority, RB, VRDN, Eagle Tax-Exempt Trust, Series 0145, Class A (BHAC) (Citibank NA Liquidity Agreement), 0.44%, 4/07/16 (a)(c) | 11,300 | 11,300,000 | ||||||
Florida Housing Finance Corp., RB, VRDN, M/F, Savannah Springs Apartments, Series N, AMT (Citibank NA LOC), 0.46%, 4/07/16 (a) | 6,500 | 6,500,000 | ||||||
Orlando Florida Utilities Commission, Refunding RB, Series B, VRDN (TD Bank NA SBPA), 0.38%, 4/07/16 (a) | 7,855 | 7,855,000 | ||||||
|
| |||||||
95,350,000 | ||||||||
Georgia — 0.5% |
| |||||||
County of Gainesville & Hall Georgia Development Authority, RB, VRDN (TD Bank NA SBPA), Acts Retirement-Life Communities, Inc., Lanier Village, Series B, 0.41%, 4/01/16 (a) | 15,135 | 15,135,000 | ||||||
Illinois — 4.1% |
| |||||||
Illinois Finance Authority, RB, VRDN (a): | ||||||||
AMT, INX International Ink Co. (JPMorgan Chase Bank NA LOC), 0.55%, 4/07/16 | 3,280 | 3,280,000 | ||||||
ROCS, Children’s Memorial Hospital, Series RR-11624 (AGC) (Citibank NA SBPA), 0.60%, 4/07/16 (b)(c) | 16,100 | 16,100,000 | ||||||
Illinois Finance Authority, Refunding RB, VRDN (a): | ||||||||
Evanston Hospital Corporation, 0.41%, 4/07/16 | 16,100 | 16,100,000 | ||||||
Northwestern Memorial Hospital (Wells Fargo Bank NA SBPA), 0.35%, 4/01/16 | 20,285 | 20,285,000 | ||||||
Northwestern Memorial Hospital, Series A-2 (Wells Fargo Bank NA SBPA), 0.41%, 4/07/16 | 12,300 | 12,300,000 | ||||||
Northwestern Memorial Hospital, Series A-3 (JPMorgan Chase Bank SBPA), 0.52%, 4/07/16 | 30,190 | 30,190,000 |
Municipal Bonds | Par (000) | Value | ||||||
Illinois (continued) |
| |||||||
State of Illinois, GO, VRDN, Series B-4 (State Street Bank & Trust Co. LOC), 0.50%, 4/07/16 (a) | $ | 6,200 | $ | 6,200,000 | ||||
University of Illinois, Refunding RB, VRDN, UIC South Campus Development (JPMorgan Chase Bank NA LOC), 0.52%, 4/07/16 (a) | 17,810 | 17,810,000 | ||||||
|
| |||||||
122,265,000 | ||||||||
Indiana — 3.1% |
| |||||||
City of Indianapolis Indiana Local Public Improvement Bond Bank, Refunding RB, ROCS, VRDN, Series II-R-11779 (AGC) (Citibank NA SBPA), | 47,870 | 47,870,000 | ||||||
City of Michigan Indiana, RB, M/F, VRDN, Palatek Project, AMT (Comerica Bank NA LOC), 0.55%, 4/07/16 (a) | 3,200 | 3,200,000 | ||||||
Indiana Finance Authority, Refunding RB, VRDN (a): | ||||||||
Series B (BMO Harris Bank NA LOC) 0.50%, 4/07/16 | 4,050 | 4,050,000 | ||||||
Series A-2 (BMO Harris Bank NA SBPA), 0.48%, 4/07/16 | 37,365 | 37,365,000 | ||||||
|
| |||||||
92,485,000 | ||||||||
Iowa — 4.0% |
| |||||||
Iowa Finance Authority, RB, VRDN, CJ BIO America, Inc. Project (Korea Development Bank LOC), 0.45%, 4/07/16 (a) | 118,060 | 118,060,000 | ||||||
Iowa Higher Education Loan Authority, Refunding RB, VRDN, Des Moines University Project (BMO Harris Bank NA LOC), 0.40%, 4/01/16 (a) | 2,550 | 2,550,000 | ||||||
|
| |||||||
120,610,000 | ||||||||
Kansas — 0.3% |
| |||||||
City of Burlington Kansas, Refunding RB, VRDN, Environment Improvement Revenue, City Power & Light (Mizuho Corporate Bank LOC), 0.45%, 4/07/16 (a) | 7,100 | 7,100,000 | ||||||
Counties of Sedgwick & Shawnee Kansas, JPMorgan Chase PUTTERS/DRIVERS Trust, Refunding RB, VRDN, Series 3206, AMT (JPMorgan Chase Bank NA SBPA), 0.50%, 4/07/16 (a)(b)(c) | 1,040 | 1,040,000 | ||||||
|
| |||||||
8,140,000 | ||||||||
Louisiana — 5.9% |
| |||||||
Consolidated Government of the City of Baton Rouge & Parish of East Baton Rouge Louisiana, Refunding RB, VRDN, 0.30%, 4/01/16 (a) | 10,000 | 10,000,000 | ||||||
Louisiana Local Government Environmental Facilities & Community Development Authority, RB, VRDN, Honeywell International, Inc. Project, 0.53%, 4/07/16 (a) | 6,000 | 6,000,000 | ||||||
Louisiana Local Government Environmental Facilities & Community Development Authority, Refunding RB, VRDN, BASF Corp. Project, Series B, 0.48%, 4/07/16 (a) | 7,500 | 7,500,000 |
See Notes to Financial Statements.
20 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Schedule of Investments (continued) | Master Tax-Exempt LLC |
Municipal Bonds | Par (000) | Value | ||||||
Louisiana (continued) |
| |||||||
Louisiana Offshore Terminal Authority, Refunding RB, VRDN, Loop LLC Project, Series B (JPMorgan Chase Bank NA LOC), 0.52%, 4/07/16 (a) | $ | 15,050 | $ | 15,050,000 | ||||
Louisiana Public Facilities Authority, RB, VRDN, Air Products and Chemicals Project (a): | ||||||||
0.42%, 4/07/16 | 40,000 | 40,000,000 | ||||||
Series B, 0.42%, 4/07/16 | 28,000 | 28,000,000 | ||||||
Series C, 0.35%, 4/01/16 | 14,600 | 14,600,000 | ||||||
Series C, 0.35%, 4/01/16 | 12,400 | 12,400,000 | ||||||
Parish of Ascension Louisiana, RB, VRDN, AMT, BASF Corp. Project (a): | ||||||||
0.43%, 4/07/16 | 11,800 | 11,800,000 | ||||||
0.43%, 4/07/16 | 2,400 | 2,400,000 | ||||||
State of Louisiana Gasoline & Fuels Tax Revenue, Refunding RB, VRDN (Citibank NA Liquidity Agreement), 0.45%, 4/07/16 (a)(b) | 30,000 | 30,000,000 | ||||||
|
| |||||||
177,750,000 | ||||||||
Maryland —1.6% |
| |||||||
City of Washington Maryland Suburban Sanitary Commission, GO, Series A, VRDN, BAN (TD Bank NA SBPA), 0.39%, 4/07/16 (a) | 7,000 | 7,000,000 | ||||||
County of Baltimore Maryland, RB, VRDN, M/F, Paths at Loveton (Manufacturers & Traders Trust Co. LOC), 0.34%, 4/07/16 (a) | 2,735 | 2,735,000 | ||||||
Maryland EDC, RB, VRDN, Linemark Printing Project, AMT (Manufacturers & Traders LOC), 0.49%, 4/07/16 (a) | 2,925 | 2,925,000 | ||||||
Maryland Health & Higher Educational Facilities Authority, Refunding RB, VRDN (a): | ||||||||
ROCS, Series 11415 (AGC) (Citibank NA Liquidity Agreement), 0.60%, 4/07/16 (b)(c) | 6,350 | 6,350,000 | ||||||
ROCS, Series 11594 (AGC) (Citibank NA Liquidity Agreement), 0.60%, 4/07/16 (b)(c) | 8,635 | 8,635,000 | ||||||
University of Maryland Medical System (TD Bank NA LOC), 0.35%, 4/01/16 | 19,530 | 19,530,000 | ||||||
|
| |||||||
47,175,000 | ||||||||
Massachusetts — 5.6% |
| |||||||
Massachusetts Development Finance Agency, HRB, M/F Housing, Avalon Acton Apartment, AMT (Fannie Mae Guarantor, Fannie Mae Liquidity Agreement), 0.46%, 4/07/16 (a) | 3,000 | 3,000,000 | ||||||
Massachusetts Development Finance Agency, RB, VRDN (a): | ||||||||
Boston University, Series U-3 (Northern Trust Company LOC), 0.38%, 4/07/16 | 2,500 | 2,500,000 | ||||||
Holy Cross College, FLOATS, Series 1336 (Credit Suisse AG SBPA), 0.43%, 4/07/16 (b)(c) | 1,500 | 1,500,000 | ||||||
Woodbriar Senior Living Facility, FLOATS, RBC Municipal Product, Inc. Trust, Series E-38 (Royal Bank of Canada LOC, Royal Bank of Canada SBPA), 0.33%, 4/01/16 (b)(c) | 7,385 | 7,385,000 |
Municipal Bonds | Par (000) | Value | ||||||
Massachusetts (continued) |
| |||||||
Massachusetts Health & Educational Facilities Authority, RB, VRDN (a): | ||||||||
Baystate Medical Center, Series K (Wells Fargo Bank NA LOC), 0.35%, 4/01/16 | $ | 1,500 | $ | 1,500,000 | ||||
Partners Healthcare System, Series P2 (JPMorgan Chase Bank NA SBPA), 0.38%, 4/07/16 | 14,300 | 14,300,000 | ||||||
Tufts University, Series G (Wells Fargo NA SBPA), 0.35%, 4/01/16 | 5,120 | 5,120,000 | ||||||
Massachusetts Health & Educational Facilities Authority, Refunding RB, VRDN (a): | ||||||||
Great Brook Valley Health Center, Series A (TD Bank NA LOC), 0.39%, 4/07/16 | 1,165 | 1,165,000 | ||||||
Tufts University, Series N-1 (U.S. Bank NA SBPA), 0.38%, 4/01/16 | 14,000 | 14,000,000 | ||||||
Tufts University, Series N-2 (Wells Fargo Bank NA SBPA), 0.35%, 4/01/16 | 3,700 | 3,700,000 | ||||||
Massachusetts School Building Authority, RB, Sales Tax Revenue, VRDN, Eagle Tax-Exempt Trust, Class A (Citibank NA SBPA), 0.44%, 4/07/16 (a)(b)(c) | 3,100 | 3,100,000 | ||||||
Massachusetts State Department of Transportation, Refunding RB, VRDN, Contract Assistance, Series A-2 (Bank of Tokyo-Mitsubishi UFJ Ltd. SBPA), 0.38%, 4/07/16 (a) | 47,000 | 47,000,000 | ||||||
State of Massachusetts, Clipper Tax-Exempt Certificate Trust, RB, VRDN (State Street Bank & Trust Co. Liquidity | ||||||||
0.33%, 4/07/16 | 7,000 | 7,000,000 | ||||||
0.33%, 4/07/16 | 50,000 | 50,000,000 | ||||||
Tender Option Bond Trust Receipts/Certificates, Refunding RB, FLOATS, VRDN (a)(b)(c): | ||||||||
(JP Morgan Chase Bank NA Liquidity Agreement) 0.32%, 4/07/16 | 3,165 | 3,165,000 | ||||||
(Citibank NA Liquity Agreement) 0.32%, 4/07/16 | 2,000 | 2,000,000 | ||||||
|
| |||||||
166,435,000 | ||||||||
Michigan — 3.6% |
| |||||||
Michigan Finance Authority, RB, VRDN, Higher Education Facilities (Comerica Bank NA LOC), 0.48%, 4/07/16 (a) | 6,755 | 6,755,000 | ||||||
Michigan Higher Education Facilities Authority, Refunding RB, VRDN, Limited Obligation, University of Detroit Mercy Project (Comerica Bank NA LOC), 0.43%, 4/01/16 (a) | 5,265 | 5,265,000 | ||||||
Michigan State Building Authority, Tender Option Bond Trust Receipts/Certificates, Refunding RB, VRDN (JPMorgan Chase Bank NA Liquidity Agreement), 0.02%, 4/07/16 (a)(b)(c) | 3,335 | 3,335,000 | ||||||
Michigan State HDA, M/F Housing, Berrien Woods III, Series C (JPMorgan Chase Bank NA SBPA), 0.52%, 4/07/16 (a) | 19,365 | 19,365,000 | ||||||
Michigan State HDA, Refunding, HRB, VRDN, AMT (a): | ||||||||
M/F, Series A (JPMorgan Chase Bank NA SBPA), 0.43%, 4/01/16 | 30,135 | 30,135,000 | ||||||
S/F, Series B (Federal Home Loan Bank SBPA), 0.43%, 4/07/16 | 1,700 | 1,700,000 |
See Notes to Financial Statements.
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 21 |
Schedule of Investments (continued) | Master Tax-Exempt LLC |
Municipal Bonds | Par (000) | Value | ||||||
Michigan (continued) |
| |||||||
Michigan Strategic Fund, RB, VRDN (a): | ||||||||
CS Facilities LLC Project (MUFG Union Bank LOC), 0.41%, 4/07/16 | $ | 11,045 | $ | 11,045,000 | ||||
MANS LLC Project, AMT (Comerica Bank NA LOC), 0.55%, 4/07/16 | 5,300 | 5,300,000 | ||||||
Riverwalk Properties LLC Project, AMT (Comerica Bank NA LOC), 0.55%, 4/07/16 | 600 | 600,000 | ||||||
Southfield Michigan Economic Development Corp., RB, VRDN (JPMorgan Chase Bank NA LOC), Lawrence Technological University Project, 0.55%, 4/07/16 (a) | 3,615 | 3,615,000 | ||||||
University of Michigan, Refunding RB, VRDN, General, Series D-1, 0.34%, 4/01/16 (a) | 20,000 | 20,000,000 | ||||||
|
| |||||||
107,115,000 | ||||||||
Minnesota — 0.4% |
| |||||||
Minneapolis Minnesota Health Care System, RB, VRDN, FLOATS, Fairview Health Services, Series E-19 (Royal Bank of Canada LOC, Royal Bank of Canada SBPA), 0.44%, 3/31/16 (a)(b)(c) | 4,200 | 4,200,000 | ||||||
Minnesota Housing Finance Agency, RB, AMT, M/F Housing, VRDN (Royal Bank of Canada SBPA), 0.42%, 4/07/16 (a) | 4,000 | 4,000,000 | ||||||
Minnesota Housing Finance Agency, Refunding RB, AMT, S/F Housing, Series D (Fannie Mae) (Royal Bank of Canada SBPA), VRDN, 0.46%, 4/07/16 (a) | 5,075 | 5,075,000 | ||||||
|
| |||||||
13,275,000 | ||||||||
Mississippi — 1.9% |
| |||||||
Mississippi Business Finance Corp., RB, VRDN, Chevron USA, Inc. Project (Chevron Corp. Guarantor) (a): | ||||||||
Series A, 0.34%, 4/01/16 | 4,000 | 4,000,000 | ||||||
Series B, 0.38%, 4/01/16 | 8,700 | 8,700,000 | ||||||
Series C, 0.34%, 4/01/16 | 9,225 | 9,225,000 | ||||||
Series G, 0.34%, 4/01/16 | 7,845 | 7,845,000 | ||||||
Series G, 0.34%, 4/01/16 | 2,000 | 2,000,000 | ||||||
Series I, 0.34%, 4/01/16 | 12,650 | 12,650,000 | ||||||
State of Mississippi, Clipper Tax-Exempt Certificate Trust, RB, VRDN, Series 84 (State Street Bank & Trust Co. SBPA), 0.43%, 4/07/16 (a)(c) | 11,900 | 11,900,000 | ||||||
|
| |||||||
56,320,000 | ||||||||
Missouri — 0.5% |
| |||||||
City of Kansas City Missouri, Refunding RB, VRDN, Hospital Roe Bartle, Series E (Sumitomo Mitsui Trust Bank Ltd. LOC), 0.39%, 4/07/16 (a) | 15,000 | 15,000,000 | ||||||
Nebraska — 0.6% |
| |||||||
City of Lincoln Nebraska, RB, FLOATS, VRDN, Series 2900 (Credit Suisse Liquidity Agreement), 0.38%, 4/07/16 (a)(c) | 16,000 | 16,000,000 | ||||||
University of Nebraska at Lincoln, Tender Option Bond Trust Receipts/Certificates (Citibank NA Liquidity Agreement), 0.43%, 4/07/16 (a)(b)(c) | 900 | 900,000 | ||||||
|
| |||||||
16,900,000 |
Municipal Bonds | Par (000) | Value | ||||||
New Jersey — 1.2% |
| |||||||
Borough of Dumont New Jersey, GO, Refunding, 1.50%, 6/23/16 | $ | 6,179 | $ | 6,192,388 | ||||
Borough of Mendham New Jersey, GO, 1.75%, 7/08/16 | 2,250 | 2,256,807 | ||||||
Borough of Oradell New Jersey, GO, BAN, 1.00%, 4/08/16 | 3,310 | 3,310,403 | ||||||
County of Atlantic New Jersey, GO, BAN, Refunding, 2.00%, 6/29/16 | 15,806 | 15,862,434 | ||||||
New Jersey Environmental Infrastructure Trust, Refunding RB, P-FLOATS, VRDN, Series A-R (Bank of America NA SBPA), 0.40%, 4/07/16 (a)(b)(c) | 515 | 515,000 | ||||||
New Jersey State Education Facilities Authority, Tender Option Bond Trust Receipts/Certificates, Refunding RB, Princeton University, VRDN (Bank of America NA Liquidity Agreement), 0.40%, 4/07/16 (a)(b)(c) | 665 | 665,000 | ||||||
New Jersey State Higher Education Assistance Authority, RBC Municipal Product, Inc. Trust, RB, FLOATS, VRDN, AMT (Royal Bank of Canada LOC) (a)(b)(c): | ||||||||
Series L-35, 0.48%, 4/07/16 | 6,000 | 6,000,000 | ||||||
Series L-36, 0.48%, 4/07/16 | 700 | 700,000 | ||||||
|
| |||||||
35,502,032 | ||||||||
New Mexico — 0.3% |
| |||||||
New Mexico Finance Authority, Refunding RB, VRDN, Sub-Lien, Sub-Series A-1 (State Street Bank & Trust Co. LOC), 0.38%, 4/07/16 (a) | 8,350 | 8,350,000 | ||||||
New York — 16.7% |
| |||||||
Center Moriches Union Free School District, GO, 1.50%, 6/24/16 | 6,300 | 6,312,651 | ||||||
Churchville-Chili Central School District, GO, 1.50%, 6/28/16 | 4,300 | 4,310,224 | ||||||
City of Elmont New York, Sewanhaka Central High School District, GO, TAN, 1.50%, 6/24/16 | 6,400 | 6,415,420 | ||||||
City of New York New York, GO, VRDN: | ||||||||
Sub-Series A-3 (Morgan Stanley Bank LOC), 0.44%, 4/07/16 (a) | 18,260 | 18,260,000 | ||||||
Sub-Series D-3 (JPMorgan Chase Bank NA SBPA), 0.36%, 4/01/16 (a) | 40,800 | 40,800,000 | ||||||
Sub-Series D-4 (TD Bank NA LOC), 0.35%, 4/01/16 (a) | 19,000 | 19,000,000 | ||||||
Sub-Series F-7 (Royal Bank of Canada LOC), 0.37%, 4/01/16 (a) | 1,700 | 1,700,000 | ||||||
Sub-Series G-7 (Bank of Tokyo-Mitsubishi UFJ Ltd. LOC), 0.35%, 4/01/16 (a) | 3,145 | 3,145,000 | ||||||
Sub-Series I-2 (JPMorgan Chase Bank NA Liquidity Agreement), 0.36%, 4/01/16 (a) | 5,800 | 5,800,000 | ||||||
City of New York New York, GO, VRDN, Refunding (a) | ||||||||
Sub-Series D-3B (Royal Bank of Canada LOC, Royal Bank of Canada SBPA), 0.37%, 4/01/16 | 4,000 | 4,000,000 | ||||||
Sub-Series J-8, (Sumitamo Mitsui Banking LOC), 0.45%, 3/31/16 | 10,200 | 10,200,000 |
See Notes to Financial Statements.
22 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Schedule of Investments (continued) | Master Tax-Exempt LLC |
Municipal Bonds | Par (000) | Value | ||||||
New York (continued) |
| |||||||
City of New York New York Industrial Development Agency, RB, VRDN, Korean Air Lines Co. Ltd. Project, AMT (Kookmin Bank LOC) (a): | ||||||||
Series A, 0.45%, 4/07/16 | $ | 21,800 | $ | 21,800,000 | ||||
Series C, 0.45%, 4/07/16 | 4,000 | 4,000,000 | ||||||
County of Dutchess New York IDA, RB, VRDN, Marist College, Series A (TD Bank NA LOC), 0.43%, 4/07/16 (a) | 8,645 | 8,645,000 | ||||||
East Williston Union Free School District, GO, 1.50%, 6/28/16 | 3,500 | 3,508,318 | ||||||
Manhasset Union Free School District, GO, 1.50%, 6/21/16 | 6,750 | 6,764,616 | ||||||
Metropolitan Transportation Authority, RB, VRDN, Sub-Series B-1 (Bank of Tokyo- Mitsubishi UFJ Ltd. LOC) 0.40%, 4/07/16 (a) | 12,500 | 12,500,000 | ||||||
Nassau County Industrial Development Agency, RB, VRDN (Manufacturers & Traders Co. LOC) 0.65%, 4/07/16 (a) | 6,415 | 6,415,000 | ||||||
New York City Housing Development Corp., RB, VRDN, M/F Housing, Series K-2 (Wells Fargo Bank NA SBPA), 0.42%, 4/01/16 (a) | 8,400 | 8,400,000 | ||||||
New York City Transitional Finance Authority, Future Tax Secured Revenue, RB, VRDN (a) | ||||||||
Sub-Series E-3 (JP Morgan Chase NA SBPA), 0.36%, 4/01/16 | 4,000 | 4,000,000 | ||||||
Sub-Series E-4 (JP Morgan Chase Bank NA SBPA) 0.36%, 4/01/16 | 19,000 | 19,000,000 | ||||||
Subordinate, Sub-Series C-5 (Sumitomo Mitsui Banking Corp. LOC), 0.40%, 4/07/16 | 4,800 | 4,800,000 | ||||||
New York City Transitional Finance Authority, Future Tax Secured Revenue, Refunding RB, VRDN, Sub-Series A-4 (TD Bank NA SBPA), 0.35%, 4/01/16 (a) | 20,175 | 20,175,000 | ||||||
New York City Water & Sewer System, Refunding RB, VRDN, 2nd General Resolution (a): | ||||||||
Series AA (JPMorgan Chase Bank NA SBPA), 0.36%, 4/01/16 | 2,700 | 2,700,000 | ||||||
Series AA (TD Bank NA SBPA), 0.35%, 4/01/16 | 11,600 | 11,600,000 | ||||||
Municipal Water Finance Authority, Fiscal 2011, Series AA (Royal Bank of Canada SBPA), 0.37%, 4/01/16 | 5,000 | 5,000,000 | ||||||
Municipal Water Finance Authority, Fiscal 2011, Series DD-1 (TD Bank NA SBPA), 0.35%, 4/01/16 | 32,100 | 32,100,000 | ||||||
New York Local Government Assistance Corp., Refunding RB, VRDN, Sub Lien, Series 4 (Bank of America NA SBPA), 0.51%, 4/07/16 (a) | 2,000 | 2,000,000 | ||||||
New York Metropolitan Transportation Authority, Refunding RB, VRDN, Series A-1 (Royal Bank of Canada LOC), 0.37%, 4/01/16 (a) | 10,180 | 10,180,000 | ||||||
New York State Energy Research & Development Authority, Refunding RB, VRDN, Sub-Series A-1 (Mizuho Corporate Bank LOC) 0.39%, 4/07/16 (a) | 15,000 | 15,000,000 |
Municipal Bonds | Par (000) | Value | ||||||
New York (continued) |
| |||||||
New York State HFA, HRB, VRDN (a): | ||||||||
East 39th Street Housing, Series A, AMT (Fannie Mae Liquidity Facility, Fannie Mae Guarantor), 0.51%, 4/07/16 | $ | 10,000 | $ | 10,000,000 | ||||
M/F Housing, 175 West 60th Street Housing, Series A-1 (Manufacturers & Traders Trust Co. LOC), 0.43%, 4/07/16 | 7,900 | 7,900,000 | ||||||
M/F Housing, 175 West 60th Street Housing, Series A-1 (Manufacturers & Traders Trust Co. LOC), 0.43%, 4/07/16 | 26,100 | 26,100,000 | ||||||
M/F Housing, 33 Bond St. Housing (Manufacturers & Traders Trust Co. LOC), 0.42%, 4/06/16 | 4,000 | 4,000,000 | ||||||
M/F Housing, 625 West 57th Street, Series A-1 (Bank of New York Mellon Trust LOC), 0.38%, 4/07/16 | 10,000 | 10,000,000 | ||||||
M/F Housing, Clinton Park, Series A (Federal Home Loan Mortgage Corp. Guarantor, Federal Home Loan Mortgage Corp. Liquidity Agreement), 0.39%, 4/07/16 | 6,810 | 6,810,000 | ||||||
M/F Housing, Northend (Fannie Maw Guarantor, Fannie Mae Liquidity Agreement), 0.49%, 4/07/16 | 7,200 | 7,200,000 | ||||||
New York State HFA, HRB, VRDN, M/F Housing, 8 East 102nd Street Housing (TD Bank NA LOC) 0.38%, 4/07/16 (a) | 12,950 | 12,950,000 | ||||||
New York State HFA, Refunding RB, VRDN, Sub-Series C, Economic Development (JP Morgan Chase Bank NA SBPA) 0.55%, 4/07/16 (a) | 25,000 | 25,000,000 | ||||||
New York State Urban Development Corp., Refunding RB, VRDN, Series A3-D (JPMorgan Chase Bank NA SBPA), 0.45%, 4/07/16 (a) | 22,025 | 22,025,000 | ||||||
Onondaga County Industrial Development Agency, RB, AMT, VRDN (Manufacturers & Traders Trust Co. LOC), 0.59%, 4/07/16 (a) | 1,915 | 1,915,000 | ||||||
Port Authority of New York & New Jersey, Tender Option Bond Trust Receipts/Certificates, Refunding RB, FLOATS, VRDN (Bank of America NA Liquidity Agreement), 0.47%, 4/07/16 (a)(b)(c) | 3,730 | 3,730,000 | ||||||
Rocky Point Union Free School District, GO, 1.50%, 6/27/16 | 5,000 | 5,011,995 | ||||||
Triborough Bridge & Tunnel Authority, Refunding RB, Sub-Series B-2, VRDN (Wells Fargo Bank NA LOC), 0.34%, 4/01/16 (a) | 11,655 | 11,655,000 | ||||||
West Hempstead Union Free School District, GO, TAN, 1.50%, 6/24/16 | 3,400 | 3,408,025 | ||||||
West Islip Union Free School District, GO, 1.50%, 6/24/16 | 24,500 | 24,555,510 | ||||||
|
| |||||||
500,791,759 | ||||||||
North Carolina — 2.5% |
| |||||||
Charlotte-Mecklenburg Hospital Authority, Refunding RB, VRDN, Series H (Wells Fargo Bank NA LOC), 0.35%, 4/01/16 (a) | 3,075 | 3,075,000 | ||||||
City of Charlotte North Carolina, COP, Refunding, VRDN, 2003 Governmental Facilities Project (Wells Fargo Bank NA Liquidity Agreement), 0.40%, 4/07/16 (a) | 30,050 | 30,050,000 |
See Notes to Financial Statements.
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 23 |
Schedule of Investments (continued) | Master Tax-Exempt LLC |
Municipal Bonds | Par (000) | Value | ||||||
North Carolina (continued) |
| |||||||
City of Greensboro North Carolina Combined Water & Sewer System, Refunding RB, VRDN, Series A (Bank of America NA SBPA), 0.41%, 4/07/16 (a) | $ | 8,400 | $ | 8,400,000 | ||||
City of Raleigh Durham North Carolina Airport Authority, Refunding RB, VRDN, Series C (Royal Bank of Canada LOC), 0.40%, 4/07/16 (a) | 2,365 | 2,365,000 | ||||||
City of Raleigh North Carolina Combined Enterprise System Revenue, RB, Series B, VRDN (Wells Fargo Bank NA SBPA), 0.39%, 4/07/16 (a) | 3,380 | 3,380,000 | ||||||
County of Lee North Carolina Industrial Facilities & Pollution Control Financing Authority, RB, VRDN, Arden Corp. Project, AMT (Comerica Bank NA LOC), 0.55%, 4/07/16 (a) | 2,550 | 2,550,000 | ||||||
North Carolina Agricultural Finance Authority, Refunding RB, VRDN, Harvey Fertilizer & Gas Project, AMT (Wells Fargo Bank NA LOC), 0.62%, 4/01/16 (a) | 310 | 310,000 | ||||||
North Carolina Capital Facilities Finance Agency, RB, VRDN, Aquarium Society Project (Bank of America NA LOC), 0.46%, 4/07/16 (a) | 17,035 | 17,035,000 | ||||||
North Carolina Capital Facilities Finance Agency, Refunding RB, VRDN, Eagle Tax-Exempt Trust Receipts, Duke University (Citibank NA Liquidity Agreement), | 2,850 | 2,850,000 | ||||||
North Carolina Medical Care Community, RBC Municipal Products, Inc. Trust, RB, VRDN, Duke University Health System (Royal Bank of Canada Liquidity Agreement), 0.45%, 4/07/16 (a)(b)(c) | 1,400 | 1,400,000 | ||||||
State of North Carolina, Refunding RB, VRDN (Citibank NA Liquidity Agreement), 0.43%, 4/07/16 (a)(b)(c) | 1,800 | 1,800,000 | ||||||
State of North Carolina, Tender Option Bond Trust Receipts/Certificates, GO, VRDN, (JPMorgan Chase Bank NA Liquidity Agreement), 0.45%, 4/07/16 (a)(b)(c) | 1,000 | 1,000,000 | ||||||
State of North Carolina, Tender Option Bond Trust Receipts/Certificates, Refunding RB, VRDN, Duke University (Citibank NA Liquidity Agreement), | 1,600 | 1,600,000 | ||||||
|
| |||||||
75,815,000 | ||||||||
North Dakota — 0.0% |
| |||||||
City of West Fargo North Dakota, GO, Series A, 2.00%, 5/02/16 | 830 | 831,050 | ||||||
Ohio — 0.7% |
| |||||||
City of Columbus Ohio, GO, VRDN, Sanitary Sewer, 0.46%, 4/07/16 (a) | 4,095 | 4,095,000 | ||||||
County of Franklin Ohio Nationwide Children’s Hospital, RB, VRDN, Series B (a): | ||||||||
0.43%, 4/07/16 | 14,600 | 14,600,000 | ||||||
0.46%, 4/07/16 | 1,700 | 1,700,000 | ||||||
|
| |||||||
20,395,000 |
Municipal Bonds | Par (000) | Value | ||||||
Oklahoma — 0.5% |
| |||||||
Muskogee City-County Trust Port Authority, RB, VRDN, AMT (Bank of America NA LOC), 0.56%, 4/07/16 (a) | $ | 5,250 | $ | 5,250,000 | ||||
Oklahoma State Turnpike Authority, RBC Municipal Products, Inc. Trust, Refunding RB, VRDN, FLOATS, Series E-37 (Royal Bank Canada LOC), | 9,575 | 9,575,000 | ||||||
|
| |||||||
14,825,000 | ||||||||
Oregon — 0.2% |
| |||||||
Port of Portland Oregon, Refunding RB, VRDN, Portland International Airport, Series 18-A, AMT (U.S. Bank NA LOC), 0.53%, 4/07/16 (a) | 5,775 | 5,775,000 | ||||||
Pennsylvania — 3.7% |
| |||||||
Central Bradford Progress Authority, RBC Municipal Products, Inc. Trust, RB, VRDN, FLOATS, Series C-14 (Royal Bank of Canada LOC, Royal Bank of Canada SBPA), 0.44%, 4/07/16 (a)(b)(c) | 3,840 | 3,840,000 | ||||||
Commonwealth of Pennsylvania, Clipper Tax-Exempt Certificate Trust, RB, VRDN, Series 2009-58 (State Street Bank & Trust Co. Liquidity Agreement), 0.43%, 4/07/16 (a)(b)(c) | 14,500 | 14,500,000 | ||||||
County of Blair Pennsylvania IDA, RB, VRDN, Homewood at Martinsburg Project (Manufacturers & Traders Trust Co. LOC), 0.34%, 4/07/16 (a) | 1,800 | 1,800,000 | ||||||
County of Lancaster Pennsylvania Hospital Authority, Refunding RB, VRDN, Luthercare Project (Manufacturers & Trust Co. LOC), 0.45%, 4/07/16 (a) | 28,530 | 28,530,000 | ||||||
County of Montgomery Industrial Development Authority, RB, VRDN, Acts Retirement-Life Communities, Inc. (TD Bank NA SBPA), 0.41%, 4/01/16 (a) | 5,415 | 5,415,000 | ||||||
Geisinger Authority, RB, VRDN, Geisinger Health System, Series A (Wells Fargo Bank NA SBPA), 0.34%, 4/01/16 (a) | 10,550 | 10,550,000 | ||||||
Hospitals & Higher Education Facilities Authority of Philadelphia, Refunding RB, VRDN, Children’s Hospital Project (Wells Fargo Bank NA SBPA), 0.35%, 4/01/16 (a) | 22,100 | 22,100,000 | ||||||
Pennsylvania Economic Development Financing Authority, RB, VRDN, Merck & Co., Inc., West Point Project, AMT (Manufacturers & Traders Trust Co. LOC), 0.48%, 4/07/16 (a) | 6,700 | 6,700,000 | ||||||
School District of Philadelphia, GO, VRDN, Refunding, Series H (Royal Bank of Canada LOC), 0.42%, 4/07/16 (a) | 5,790 | 5,790,000 | ||||||
Southcentral General Authority, RB, VRDN, Homewood Hanover Project (Manufacturers & Traders Trust Co. LOC), 0.34%, 4/07/16 (a) | 9,635 | 9,635,000 | ||||||
York County IDA, RB, AMT, VRDN (Manufacturers & Traders Trust Co. LOC), 0.54%, 4/07/16 (a) | 730 | 730,000 | ||||||
|
| |||||||
109,590,000 |
See Notes to Financial Statements.
24 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Schedule of Investments (continued) | Master Tax-Exempt LLC |
Municipal Bonds | Par (000) | Value | ||||||
Rhode Island — 0.2% |
| |||||||
Town of Cumberland Rhode Island, GO, TAN, Series 1, 1.50%, 6/09/16 | $ | 7,200 | $ | 7,214,378 | ||||
South Carolina — 0.4% |
| |||||||
Charleston South Carolina Waterworks & Sewer Revenue, Tender Option Bond Trust Receipts/Certificates, RB, FLOATS, Series 2015-XF2204 (Citibank NA Liquidity Agreement), 0.43%, 4/07/16 (a)(b)(c) | 3,000 | 3,000,000 | ||||||
South Carolina State Public Service Authority, JPMorgan Chase PUTTERS/DRIVERS Trust, Refunding RB, VRDN, Series 4379 (JPMorgan Chase Bank NA Liquidity Agreement), 0.52%, 4/07/16 (a)(b)(c) | 8,940 | 8,940,000 | ||||||
|
| |||||||
11,940,000 | ||||||||
Tennessee — 0.8% |
| |||||||
City of Clarksville Tennessee Public Building Authority, RB, VRDN (Bank of America NA LOC), 0.42%, 4/07/16 (a) | 12,755 | 12,755,000 | ||||||
County of Montgomery Tennessee Public Building Authority, RB, VRDN, Tennessee County Loan Pool (Bank of America NA LOC), 0.43%, 4/07/16 (a) | 535 | 535,000 | ||||||
Metropolitan Government of Nashville & Davidson County Health & Educational Facilities Board, Refunding RB, VRDN, FLOATS, Series 3013 (Morgan Stanley Bank Liquidity Agreement), 0.35%, 4/07/16 (a)(b)(c) | 10,000 | 10,000,000 | ||||||
|
| |||||||
23,290,000 | ||||||||
Texas — 18.7% |
| |||||||
Brazos Harbor Industrial Development Corp., RB, VRDN, BASF Corp. Project, AMT (a): | ||||||||
0.48%, 4/07/16 | 50,000 | 50,000,000 | ||||||
0.48%, 4/07/16 | 25,000 | 25,000,000 | ||||||
Brazos River Harbor Navigation District, RB, VRDN, BASF Corp. Project, AMT (a): | ||||||||
0.43%, 4/07/16 | 18,400 | 18,400,000 | ||||||
Brazoria County, Multi-Mode, 0.43%, 4/07/16 | 15,800 | 15,800,000 | ||||||
City of Austin Texas Electric Utility System Revenue, Refunding RB, FLOATS, VRDN (JPMorgan Chase Bank NA Liquidity Agreement), 0.50%, 4/07/16 (a)(b)(c) | 12,645 | 12,645,000 | ||||||
City of Austin Texas Water & Wastewater System, Refunding RB, VRDN (Bank of Tokyo-Mitsubishi UFJ Ltd. LOC, Sumitomo Mitsui Banking Corp. LOC), 0.42%, 4/07/16 (a) | 16,440 | 16,440,000 | ||||||
City of Denton Texas ISD, GO, VRDN, School Building (a): | ||||||||
Series 2005-A (Bank of America NA SBPA), 0.42%, 4/07/16 | 2,600 | 2,600,000 | ||||||
Series B (Bank of Tokyo-Mitsubishi SBPA), 0.50%, 4/07/16 | 7,400 | 7,400,000 | ||||||
County of Harris Texas, GO, VRDN, Clipper Tax-Exempt Certificate Trust, Series 2009-73 (State Street Bank & Trust Co. SBPA), 0.44%, 4/07/16 (a)(c) | 10,000 | 10,000,000 |
Municipal Bonds | Par (000) | Value | ||||||
Texas (continued) |
| |||||||
County of Harris Texas Cultural Education Facilities Finance Corp., Refunding RB, VRDN, Methodist Hospital (a): | ||||||||
Sub-Series C-1, 0.34%, 4/01/16 | $ | 97,000 | $ | 97,000,000 | ||||
Sub-Series C-2, 0.34%, 4/01/16 | 10,000 | 10,000,000 | ||||||
County of Harris Texas Health Facilities Development Corp., Refunding RB, VRDN, Methodist Hospital System (a): | ||||||||
Series A-1, 0.34%, 4/01/16 | 14,070 | 14,070,000 | ||||||
Series A-2, 0.34%, 4/01/16 | 19,205 | 19,205,000 | ||||||
County of Tarrant Texas Cultural Education Facilities Finance Corp., Refunding RB, VRDN, Christus Health, Series C-4 (Bank of Montreal LOC), 0.49%, 4/07/16 (a) | 12,420 | 12,420,000 | ||||||
County of Tarrant Texas Cultural Education Facilities Finance Corp., Austin Trust, Refunding RB, VRDN, Certificates of Bank of America, Series 1201 (Bank of America NA Liquidity Agreement), 0.42%, 4/07/16 (a)(b) | 5,790 | 5,790,000 | ||||||
Lower Neches Valley Authority Industrial Development Corp., RB, VRDN, Exxon Mobil Project, 0.30%, 4/01/16 (a) | 10,400 | 10,400,000 | ||||||
Lower Neches Valley Authority Industrial Development Corp., Refunding RB, VRDN, Exxon Mobil Project, 0.30%, 4/01/16 (a) | 15,000 | 15,000,000 | ||||||
Port of Corpus Christi Authority of Nueces County, RB, VRDN, Flint Hills Resources LP Project, 0.51%, 4/07/16 (a) | 21,500 | 21,500,000 | ||||||
Port of Corpus Christi Authority of Nueces County, Refunding RB, VRDN, Flint Hills Resource, Series A, AMT, 0.55%, 4/07/16 (a)(b) | 70,000 | 70,000,000 | ||||||
Port of Port Arthur Texas Navigation District, RB, VRDN, Project (a): | ||||||||
Multi-Mode, Atofina Series B, AMT, 0.48%, 4/07/16 | 10,000 | 10,000,000 | ||||||
Texas Industrial Development Corp., Total Petrochemicals & Refining USA, Inc., 0.48%, 4/07/16 | 20,700 | 20,700,000 | ||||||
Total Petrochemicals & Refining USA, Inc., AMT, 0.48%, 4/07/16 | 50,000 | 50,000,000 | ||||||
San Jacinto Texas Community College District, GO, VRDN, FLOATS, Series 2976 (Morgan Stanley Bank Liquidity Agreement), 0.35%, 4/07/16 (a)(b)(c) | 4,500 | 4,500,000 | ||||||
State of Texas, GO, VRDN (a): | ||||||||
Series B (Mizuho Bank Ltd. SBPA), 0.50%, 4/07/16 | 18,000 | 18,000,000 | ||||||
Series D (State Street Bank & Trust Co. SBPA), 0.50%, 4/07/16 | 8,345 | 8,345,000 | ||||||
State of Texas Water Development Board, Tender Option Bond Trust Receipts/Certificates (Citibank NA Liquidity Agreement), 0.43%, 4/07/16 (a)(b)(c) | 2,800 | 2,800,000 | ||||||
Waco Educational Finance Corp., Refunding RB, Baylor University, Series A, VRDN (Bank of New York Mellon Trust LOC), 0.50%, 4/07/16 (a) | 10,545 | 10,545,000 | ||||||
|
| |||||||
558,560,000 |
See Notes to Financial Statements.
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 25 |
Schedule of Investments (continued) | Master Tax-Exempt LLC |
Municipal Bonds | Par (000) | Value | ||||||
Utah — 5.2% |
| |||||||
City of Murray Utah, RB, VRDN, IHC Health Services, Inc. (a): | ||||||||
Series C, 0.32%, 4/01/16 | $ | 38,020 | $ | 38,020,000 | ||||
Series C (Northern Trust Co. SBPA), 0.35%, 4/01/16 | 32,465 | 32,465,000 | ||||||
Series D, 0.32%, 4/01/16 | 30,900 | 30,900,000 | ||||||
County of Weber Utah, RB, VRDN, IHC Health Service, Inc., Series C (Bank of New York SBPA), 0.35%, 4/01/16 (a) | 45,050 | 45,050,000 | ||||||
State of Utah, GO, FLOATS, VRDN, Series 2987 (Morgan Stanley Liquidity Agreement), 0.35%, 4/07/16 (a)(b)(c) | 8,200 | 8,200,000 | ||||||
|
| |||||||
154,635,000 | ||||||||
Virginia — 3.1% |
| |||||||
City of Alexandria Virginia IDA, RB, VRDN, Young Men’s Christian Association (Manufacturers & Traders LOC), 0.34%, 4/07/16 (a) | 764 | 764,000 | ||||||
County of Albemarle Industrial Development Authority, RB, VRDN, Jefferson Scholars Foundation Project (SunTrust Bank LOC), 0.45%, 4/07/16 (a) | 8,400 | 8,400,000 | ||||||
Hampton Roads Sanitation District, Refunding RB, VRDN, Sub-Series B, 0.45%, 4/07/16 (a) | 14,100 | 14,100,000 | ||||||
Stafford County & Staunton Industrial Development Authority, RB, VRDN, VMIL/VACO Commonwealth (US Bank NA LOC), 0.41%, 4/07/16 (a) | 180 | 180,000 | ||||||
State of Virginia Commonwealth Transportation Board, RB, VRDN, Clipper Tax-Exempt Certificate Trust, Series A (State Street Bank & Trust Co. Liquidity Agreement), 0.43%, 4/07/16 (a) | 12,960 | 12,960,000 | ||||||
University of Virginia, RB, VRDN, Eagle Tax-Exempt Receipts, Class A (Citibank NA Liquidity Agreement), 0.44%, 4/07/16 (a)(b)(c) | 5,565 | 5,565,000 | ||||||
Virginia College Building Authority, RB, VRDN, 21st Century College (a): | ||||||||
Series B (Wells Fargo Bank NA SBPA), 0.35%, 4/01/16 | 32,425 | 32,425,000 | ||||||
Series C (Wells Fargo Bank NA SBPA), 0.35%, 4/01/16 | 16,390 | 16,390,000 | ||||||
Virginia College Building Authority, Refunding RB, VRDN, University of Richmond Project (Wells Fargo Bank NA SBPA), 0.35%, 4/01/16 (a) | 1,050 | 1,050,000 | ||||||
|
| |||||||
91,834,000 | ||||||||
Washington — 2.6% |
| |||||||
County of King Washington Sewer Revenue, RB, VRDN, AGM (Citibank NA Liquidity Agreement), 0.44%, 4/07/16 (a)(b) | 9,410 | 9,410,000 | ||||||
County of King Washington Sewer Revenue, Refunding RB, Austin Trust, VRDN, Series 1200 (AGM) (Bank of America NA Liquidity Agreement), 0.42%, 4/07/16 (a)(b) | 10,000 | 10,000,000 | ||||||
State of Washington Healthcare Facility Authority, RB, VRDN, FLOATS, Series 2015-XF0153 (Bank of America NA LOC), 0.42%, 4/07/16 (a)(b)(c) | 8,155 | 8,155,000 |
Municipal Bonds | Par (000) | Value | ||||||
Washington (continued) |
| |||||||
State of Washington, JPMorgan Chase PUTTERS/DRIVERS Trust, GO, Refunding, VRDN, Series 4292 (JPMorgan Chase Bank NA Liquidity Agreement), | $ | 3,745 | $ | 3,745,000 | ||||
Washington State Housing Finance Commission, RB, VRDN (a): | ||||||||
Heatherwood, Inc., LLC, Series A, AMT (Freddie Mac Liquidity Agreement), 0.46%, 4/07/16 | 11,125 | 11,125,000 | ||||||
Kingsgate LLC, Series A, AMT (Freddie Mac Liquidity Agreement), 0.46%, 4/07/16 | 11,050 | 11,050,000 | ||||||
Living Care Centers Project, Housing, Series C42, AMT (Wells Fargo Bank NA LOC), 0.40%, 4/07/16 | 10,530 | 10,530,000 | ||||||
Traditions at South Hill Apartments Project (Freddie Mac Liquidity Agreement), 0.38%, 4/07/16 | 12,630 | 12,630,000 | ||||||
|
| |||||||
76,645,000 | ||||||||
West Virginia — 1.2% |
| |||||||
County of Jackson West Virginia, RB, VRDN, Armstrong World Industries, Inc. Project (Bank of Nova Scotia LOC), 0.45%, 4/07/16 (a) | 35,000 | 35,000,000 | ||||||
Wisconsin — 0.4% |
| |||||||
City of West Bend Housing Authority, RB, VRDN, River Shores Regency, AMT (U.S. Bank NA LOC), 0.45%, 4/07/16 (a) | 5,040 | 5,040,000 | ||||||
Village of Kohler Wisconsin, RB, VRDN, Kohler Co. Project, AMT (Wells Fargo Bank NA LOC), 0.50%, 4/07/16 (a) | 4,000 | 4,000,000 | ||||||
Wisconsin Health & Educational Facilities Authority, RB, ROCS, VRDN, Ascension Health, Series II R-14065 (Citibank NA Liquidity Agreement), 0.43%, 4/07/16 (a)(b)(c) | 3,000 | 3,000,000 | ||||||
|
| |||||||
12,040,000 | ||||||||
Wyoming — 0.6% |
| |||||||
City of Green River Wyoming, RB, VRDN, OCI Wyoming LP Project, AMT (Comerica Bank NA LOC), 0.55%, 4/07/16 (a) | 4,000 | 4,000,000 | ||||||
County of Converse Wyoming, Refunding RB, VRDN, PacifiCorp Projects (Bank of Nova Scotia LOC), 0.49%, 4/07/16 (a) | 6,485 | 6,485,000 | ||||||
County of Sweetwater Wyoming, Refunding RB, VRDN, PacifiCorp Project (Bank of Nova Scotia LOC), 0.39%, 4/07/16 (a) | 5,310 | 5,310,000 | ||||||
County of Uinta Wyoming, Refunding RB, VRDN, Pollution Control Revenue, Chevron USA, Inc. Project, 0.34%, 4/01/16 (a) | 3,945 | 3,945,000 | ||||||
|
| |||||||
19,740,000 | ||||||||
Total Investments (Cost — $3,013,548,219*) — 100.8% | $ | 3,013,548,219 | ||||||
Liabilities in Excess of Other Assets — (0.8)% | (24,116,894 | ) | ||||||
|
| |||||||
Net Assets — 100.0% | $ | 2,989,431,325 | ||||||
|
|
See Notes to Financial Statements.
26 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Schedule of Investments (concluded) | Master Tax-Exempt LLC |
Notes to Schedule of Investments |
* | Cost for federal income tax purposes |
(a) | Variable rate security. Rate as of period end and maturity is the date the principal owed can be recovered through demand. |
(b) | Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors. |
(c) | These securities are short-term floating rate certificates issued by tender option bond trusts and are secured by the underlying municipal bond securities. |
Fair Value Hierarchy as of Period End |
Various inputs are used in determining the fair value of investments. For information about the Master LLC’s policy regarding valuation of investments, refer to the Notes to Financial Statements.
The following table summarizes the Master LLC’s investments categorized in the disclosure hierarchy:
Level 1 | Level 2 | Level 3 | Total | |||||||||
Assets: | ||||||||||||
Investments: | ||||||||||||
Municipal Bonds 1 | — | $ | 3,013,548,219 | — | $ | 3,013,548,219 | ||||||
1 See above Schedule of Investments for values in each state or political subdivision. |
|
The Master LLC may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, cash of $221,150 is categorized as Level 1 within the disclosure hierarchy.
During the year ended March 31, 2016, there were no transfers between levels.
See Notes to Financial Statements.
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 27 |
Statement of Assets and Liabilities |
March 31, 2016 | Master Tax-Exempt LLC |
Assets | ||||
Investments at value — unaffiliated (cost — $3,013,548,219) | $ | 3,013,548,219 | ||
Cash | 221,150 | |||
Receivables: | ||||
Interest | 1,339,991 | |||
Investments sold | 649,000 | |||
Contributions from investors | 741,071 | |||
Prepaid expenses | 7,458 | |||
|
| |||
Total assets | 3,016,506,889 | |||
|
| |||
Liabilities | ||||
Payables: | ||||
Investments purchased | 26,702,841 | |||
Investment advisory fees | 127,358 | |||
Directors’ fees | 18,318 | |||
Other affiliates | 8,028 | |||
Other accrued expenses | 219,019 | |||
|
| |||
Total liabilities | 27,075,564 | |||
|
| |||
Net Assets | $ | 2,989,431,325 | ||
|
| |||
Net Assets Consist of | ||||
Investors’ capital | $ | 2,989,431,325 | ||
|
|
| ||
Year Ended March 31, 2016 | Master Tax-Exempt LLC |
Investment Income | ||||
Income | $ | 3,035,165 | ||
|
| |||
Expenses | ||||
Investment advisory | 4,552,300 | |||
Accounting services | 185,456 | |||
Custodian | 87,060 | |||
Directors | 76,842 | |||
Professional | 76,564 | |||
Printing | 3,203 | |||
Miscellaneous | 98,981 | |||
|
| |||
Total expenses | 5,080,406 | |||
Less: | ||||
Fees waived by the Manager | (4,203,318 | ) | ||
Fees paid indirectly | (12,144 | ) | ||
|
| |||
Total expenses after fees waived and paid indirectly | 864,944 | |||
|
| |||
Net investment income | 2,170,221 | |||
|
| |||
Realized Gain | ||||
Net realized gain from investments | 410,632 | |||
|
| |||
Net Increase in Net Assets Resulting from Operations | $ | 2,580,853 | ||
|
|
See Notes to Financial Statements. | ||||||
28 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Statements of Changes in Net Assets | Master Tax-Exempt LLC |
Year Ended March 31, | ||||||||
Increase (Decrease) in Net Assets: | 2016 | 2015 | ||||||
Operations | ||||||||
Net investment income | $ | 2,170,221 | $ | 1,514,873 | ||||
Net realized gain | 410,632 | 272,436 | ||||||
|
| |||||||
Net increase in net assets resulting from operations | 2,580,853 | 1,787,309 | ||||||
|
| |||||||
Capital Transactions | ||||||||
Proceeds from contributions | 13,221,531,510 | 13,552,450,815 | ||||||
Value of withdrawals | (13,269,240,993 | ) | (13,346,430,521 | ) | ||||
|
| |||||||
Net increase (decrease) in net assets derived from capital transactions | (47,709,483 | ) | 206,020,294 | |||||
|
| |||||||
Net Assets | ||||||||
Total increase (decrease) in net assets | (45,128,630 | ) | 207,807,603 | |||||
Beginning of year | 3,034,559,955 | 2,826,752,352 | ||||||
|
| |||||||
End of year | $ | 2,989,431,325 | $ | 3,034,559,955 | ||||
|
|
Financial Highlights | Master Tax-Exempt LLC |
Year Ended March 31, | ||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
Total Return | ||||||||||||||||||||
Total return | 0.07% | 0.06% | 0.07% | 0.15% | 0.10% | |||||||||||||||
|
| |||||||||||||||||||
Ratios to Average Net Assets | ||||||||||||||||||||
Total expenses | 0.17% | 0.17% | 0.17% | 0.17% | 0.17% | |||||||||||||||
|
| |||||||||||||||||||
Total expenses after fees waived and paid indirectly | 0.03% | 0.05% | 0.08% | 0.08% | 0.14% | |||||||||||||||
|
| |||||||||||||||||||
Net investment income | 0.07% | 0.05% | 0.06% | 0.15% | 0.12% | |||||||||||||||
|
| |||||||||||||||||||
Supplemental Data | ||||||||||||||||||||
Net assets, end of year (000) | $ | 2,989,431 | $ | 3,034,560 | $ | 2,826,752 | $ | 3,073,102 | $ | 3,629,077 | ||||||||||
|
|
See Notes to Financial Statements. | ||||||
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 29 |
Notes to Financial Statements | Master Tax-Exempt LLC |
1. Organization:
Master Tax-Exempt LLC (the “Master LLC”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and is organized as a Delaware limited liability company. The Master LLC’s Limited Liability Company Agreement permits the Board of Directors of the Master LLC (the “Board”) to issue non-transferable interests in the Master LLC, subject to certain limitations.
The Master LLC, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of open-end funds referred to as the Equity-Liquidity Complex.
2. Significant Accounting Policies:
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Master LLC is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:
Investment Transactions and Investment Income: For financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on investment transactions are determined on the identified cost basis. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized on the accrual basis.
Indemnifications: In the normal course of business, the Master LLC enters into contracts that contain a variety of representations that provide general indemnification. The Master LLC’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Master LLC, which cannot be predicted with any certainty.
Other: Expenses directly related to the Master LLC are charged to the Master LLC. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.
The Master LLC has an arrangement with its custodian whereby fees may be reduced by credits earned on uninvested cash balances, which, if applicable, are shown as fees paid indirectly in the Statement of Operations. The custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody charges. Effective October 2015, the custodian is imposing fees on certain uninvested cash balances.
3. Investment Valuation and Fair Value Measurements:
Investment Valuation Policies: U.S. GAAP defines fair value as the price the Master LLC would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Master LLC’s investments are valued under the amortized cost method which approximates current market value in accordance with Rule 2a-7 under the 1940 Act. Under this method, investments are valued at cost when purchased and, thereafter, a constant proportionate accretion of discounts and amortization of premiums are recorded until the maturity of the security. The Master LLC seeks to maintain its net asset value per share at $1.00, although there is no assurance that it will be able to do so on a continuing basis.
Fair Value Hierarchy: Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a fair value 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 LLC’s own assumptions used in determining the fair value of investments) |
30 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Notes to Financial Statements (continued) | Master Tax-Exempt LLC |
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. The fair value hierarchy for the Master LLC’s investments has been included in the Schedule of Investments.
Changes in valuation techniques may result in transfers into or out of an assigned level within the hierarchy. In accordance with the Master LLC’s policy, transfers between different levels of the fair value 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 investments and is not necessarily an indication of the risks associated with investing in those securities.
4. Investment Advisory Agreement and Other Transactions with Affiliates:
The PNC Financial Services Group, Inc. is the largest stockholder and an affiliate of BlackRock, Inc. (“BlackRock”) for 1940 Act purposes.
Investment Advisory
The Master LLC entered into an Investment Advisory Agreement with the Manager, the Master LLC’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory and administration services. The Manager is responsible for the management of the Master LLC’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Master LLC. For such services, the Master LLC pays the Manager a monthly fee based on a percentage of the Master LLC’s average daily net assets at the following annual rates:
Average Daily Net Assets | Investment Advisory Fee | |||
First $500 Million | 0.250% | |||
$500 Million — $1 Billion | 0.175% | |||
Greater than $1 Billion | 0.125% |
Waivers and Reimbursements
The Manager voluntarily agreed to waive a portion of the investment advisory fee and/or reimburse operating expenses to enable the feeder funds that invest in the Master LLC to maintain minimum levels of daily net investment income. These amounts are reported in the Statement of Operations as fees waived by the Manager. The Manager may discontinue the waiver and/or reimbursement at any time.
For the year ended March 31, 2016, the Master LLC reimbursed the Manager $31,416 for certain accounting services, which is included in accounting services in the Statement of Operations.
Officers and Directors
Certain officers and/or directors of the Master LLC are officers and/or directors of BlackRock or its affiliates.
Other Transactions
The Master LLC may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment advisor, common officers, or common directors. For the year ended March 31, 2016, the purchase and sale transactions with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were $681,001,283 and $456,630,124, respectively.
5. Income Tax Information:
The Master LLC is classified as a partnership for federal income tax purposes. As such, each investor in the Master LLC is treated as the owner of its proportionate share of net assets, income, expenses and realized and unrealized gains and losses of the Master LLC. Therefore, no federal income tax provision is required. It is intended that the Master LLC’s assets will be managed so an investor in the Master LLC can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.
The Master LLC files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Master LLC’s U.S. federal tax returns remains open for each of the four years ended March 31, 2016. The statutes of limitations on the Master LLC’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 31 |
Notes to Financial Statements (concluded) | Master Tax-Exempt LLC |
Management has analyzed tax laws and regulations and their application to the Master LLC as of March 31, 2016, inclusive of the open tax return years, and does not believe there are any uncertain tax positions that require recognition of a tax liability in the Master LLC’s financial statements.
6. Principal Risks:
In the normal course of business, the Master LLC invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer to meet all its obligations, including the ability to pay principal and interest when due (issuer credit risk). The value of securities held by the Master LLC may decline in response to certain events, including those directly involving the issuers of securities owned by the Master LLC. Changes arising from the general economy, the overall market and local, regional or global political and/or social instability, as well as currency, interest rate and price fluctuations, may also affect the securities’ value.
Certain obligations held by the the Master LLC have a credit enhancement or liquidity feature that may, under certain circumstances, provide for repayment of principal and interest on the obligation when due. These enhancements, which may include letters of credit, stand-by bond purchase agreements and/or third party insurance, are issued by financial institutions. The value of the obligations may be affected by changes in creditworthiness of the entities that provide the credit enhancements or liquidity features. The Master LLC monitors its exposure by reviewing the creditworthiness of the issuers, as well as the financial institutions issuing the credit enhancements and by limiting the amount of holdings with credit enhancements from one financial institution.
On July 23, 2014, the U.S. Securities and Exchange Commission adopted amendments to money market fund regulations, which structurally change the way that certain money market funds will be required to operate. The compliance periods for the amendments range between July 2015 and October 2016. The changes may affect a money market fund’s investment strategies, fees and expenses, portfolio and share liquidity and return potential.
Counterparty Credit Risk: Similar to issuer credit risk, the Master LLC may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. The Master LLC manages counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Master LLC to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Master LLC’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Master LLC.
7. Subsequent Events:
Management’s evaluation of the impact of all subsequent events on the Master LLC’s financial statements was completed through the date the financial statements were issued and the following items were noted:
On May 19, 2016, the Board approved a proposal to liquidate the Master LLC. Accordingly, on or about July 15, 2016, (the “Liquidation Date”), all of the assets of the Master LLC will be liquidated completely, the interests of any interestholders on the Liquidation Date will be redeemed and the Master LLC will then be terminated.
32 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Report of Independent Registered Public Accounting Firm | Master Tax-Exempt LLC |
To the Investors and Board of Directors of Master Tax-Exempt LLC:
We have audited the accompanying statement of assets and liabilities of Master Tax-Exempt LLC (the “Master LLC”), including the schedule of investments, as of March 31, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Master LLC’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Master LLC is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Master LLC’s internal control over financial reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2016, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Master Tax-Exempt LLC as of March 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Master LLC will continue as a going concern. As discussed in Note 7 to the financial statements, the Board of the Master LLC approved a proposal to close the Master LLC to new investors and thereafter to liquidate the Master LLC. Management’s plans concerning this matter is also discussed in Note 7 to the financial statements. The financial statements do not include any adjustments that might result from the liquidation event.
Deloitte & Touche LLP
Boston, Massachusetts
May 24, 2016
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 33 |
Officers and Directors |
Name, Address1 and Year of Birth | Position(s) Held with the Fund/ Master LLC | Length of Time Served as a Director3 | Principal Occupation(s) During Past Five Years | Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | Public Company and | |||||
Independent Directors2 | ||||||||||
Rodney D. Johnson
1941 | Chair 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 156 Portfolios | None | |||||
David O. Beim
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 156 Portfolios | None | |||||
Susan J. Carter
1956 | Director | Since 2016 | Director, Pacific Pension Institute since 2014; Advisory Board Member, Center for Private Equity and Entrepreneurship at Tuck School of Business since 1997; Senior Advisor, Commonfund Capital, Inc. (“CCI”) (investment adviser) in 2015; Chief Executive Officer, CCI from 2013 to 2014; President & Chief Executive Officer, CCI from 1997 to 2013; Advisory Board Member, Girls Who Invest since 2015; Advisory Board Member, Bridges Ventures since 2016. | 33 RICs consisting of 156 Portfolios | None | |||||
Collette Chilton
1958 | Director | Since 2015 | Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006. | 33 RICs consisting of 156 Portfolios | None | |||||
Neil A. Cotty
1954 | Director | Since 2016 | Bank of America Corporation from 1996 to 2015, serving in various senior finance leadership roles, including Chief Accounting Officer, from 2009 to 2015, Chief Financial Officer of Global Banking, Markets and Wealth Management from 2008 to 2009, Chief Accounting Officer from 2004 to 2008, Chief Financial Officer of Consumer Bank from 2003 to 2004, Chief Financial Officer of Global Corporate Investment Bank from 1999 to 2002. | 33 RICs consisting of 156 Portfolios | None | |||||
Dr. Matina S. Horner
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 156 Portfolios | NSTAR (electric and gas utility) | |||||
Cynthia A. Montgomery
1952 | Director | Since 2007 | 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 156 Portfolios | Newell Rubbermaid, Inc. (manufacturing) | |||||
Joseph P. Platt
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 156 Portfolios | Greenlight Capital Re, Ltd. (reinsurance company) | |||||
Robert C. Robb, Jr.
1945 | Director | Since 2007 | Partner, Lewis, Eckert, Robb and Company (management and financial consulting firm) since 1981 and Principal since 2010. | 33 RICs consisting of 156 Portfolios | None | |||||
Mark Stalnecker
1951 | Director | Since 2015 | Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee, Winterthur Museum and Country Estate since 2001; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System since 2009; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014. | 33 RICs consisting of 156 Portfolios | None |
34 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Officers and Directors (continued) |
Name, Address1 and Year of Birth | Position(s) Held with the Fund/ Master LLC | Length of Time Served as a Director3 | Principal Occupation(s) During Past Five Years | Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | Public Company and | |||||
Independent Directors2 (concluded) | ||||||||||
Kenneth L. Urish
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 156 Portfolios | None | |||||
Claire A. Walton
1957 | Director | Since 2016 | Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015; General Partner of Neon Liberty Capital Management, LLC since 2003; Director, Boston Hedge Fund Group since 2009; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015. | 33 RICs consisting of 156 Portfolios | None | |||||
Frederick W. Winter
1945 | Director | Since 2007 | Director, Alkon Corporation (pneumatics) since 1992; Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh, Dean and Professor from 1997 to 2005, Professor until 2013. | 33 RICs consisting of 156 Portfolios | None | |||||
1 The address of each Director is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. | ||||||||||
2 Independent Directors serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board has determined to extend the terms of Independent Directors on a case-by-case basis, as appropriate. The Board has unanimously approved extending the mandatory retirement age for David O. Beim and Dr. Matina S. Horner until December 31, 2016, which the Board believes is in the best interests of shareholders of the Fund/Master LLC. | ||||||||||
3 Date shown is the earliest date a person has served for the Fund/Master LLC. 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 Independent Directors as joining the Fund’s/Master LLC’s board in 2007, those Independent Directors first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Dr. Matina S. Horner, 2004; Rodney D. Johnson, 1995; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Robert C. Robb, Jr., 1999; Kenneth L. Urish, 1999; and Frederick W. Winter, 1999. | ||||||||||
Interested Directors4 | ||||||||||
Barbara G. Novick
1960 | Director | Since 2015 | Vice Chairman of BlackRock since 2006; Chair of BlackRock’s Government Relations Steering Committee since 2009; Head of the Global Client Group of BlackRock from 1988 to 2008. | 108 RICs consisting of 231 Portfolios | None | |||||
John M. Perlowski
1964 | Director, President, and Chief Executive Officer | Since 2015 (Director); Since 2010 (President and Chief Executive Officer) | Managing Director of BlackRock since 2009; Head of BlackRock Global 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. | 136 RICs consisting of 329 Portfolios | None | |||||
4 Mr. Perlowski and Ms. Novick are both “interested persons,” as defined in the 1940 Act, of the Fund/Master LLC based on their positions with BlackRock and its affiliates. |
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 35 |
Officers and Directors (concluded) |
Name, Address1 and Year of Birth | Position(s) Held with the Fund/ Master LLC | Length of Time Served as an Officer | Principal Occupation(s) During Past Five Years | |||
Officers2 | ||||||
John M. Perlowski
1964 | Director, President and Chief Executive Officer | Since 2015 (Director); Since 2010 (President and Chief Executive Officer) | See Principal Occupations During Past Five Years under Interested Directors for details. | |||
Richard Hoerner, CFA
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. | |||
Jennifer McGovern
1977 | Vice President | Since 2014 | Managing Director of BlackRock since 2016; Director of BlackRock from 2011 to 2015; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013; Vice President of BlackRock from 2008 to 2010. | |||
Neal J. Andrews
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 M. Fife 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. | |||
Charles Park
1967 | Chief Compliance Officer | Since 2014 | Anti-Money Laundering Compliance Officer for the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012. | |||
Fernanda Piedra
1969 | Anti-Money Laundering Compliance Officer | Since 2015 | Director of BlackRock since 2014; Anti-Money Laundering Compliance Officer and Regional Head of Financial Crime for the Americas at BlackRock since 2014; Head of Regulatory Changes and Remediation for the Asset Wealth Management Division of Deutsche Bank from 2010 to 2014; Vice President of Goldman Sachs (Anti-Money Laundering/Suspicious Activities Group) from 2004 to 2010. | |||
Benjamin Archibald
1975 | Secretary | Since 2012 | Managing Director of BlackRock since 2014; Director of BlackRock from 2010 to 2013; Secretary of the iShares exchange traded funds since 2015; Secretary of the BlackRock-advised mutual funds since 2012. | |||
1 The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. | ||||||
2 Officers of the Fund/Master LLC serve at the pleasure of the Board. | ||||||
Further information about the Fund’s/Master LLC’s Officers and Directors is available in the Fund’s/Master LLC’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762 |
Effective December 31, 2015, Herbert I. London and Toby Rosenblatt retired as Directors of the Fund/Master LLC.
Effective February 5, 2016, Frank J. Fabozzi resigned as a Director of the Fund/Master LLC.
Effective February 8, 2016, Susan J. Carter, Neil A. Cotty and Claire A. Walton were elected to serve as Directors of the Fund/Master LLC.
Investment Advisor and Administrator BlackRock Advisors, LLC Wilmington, DE 19809 | Accounting Agent and Custodian State Street Bank and Trust Company Boston, MA 02110 | Distributor BlackRock Investments, LLC New York, NY 10022 | Independent Registered Public Accounting Firm Deloitte & Touche LLP Boston, MA 02116 | Address of the Fund/ Master LLC 100 Bellevue Parkway Wilmington, DE 19809 | ||||
Transfer Agent Financial Data Services, Inc. Jacksonville, FL 32246 | Legal Counsel Sidley Austin LLP New York, NY 10019 | |||||||
36 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
Additional Information |
Proxy Results |
A Special Meeting of Shareholders was held on February 8, 2016 for shareholders of record on December 11, 2015, to elect a Board of Trustees of the Fund.
Votes For | Votes Withheld | |||||||||||
Approved the Trustees as follows: | David O. Beim | 391,579,730 | 0 | |||||||||
Susan J. Carter | 391,579,730 | 0 | ||||||||||
Collette Chilton | 391,579,730 | 0 | ||||||||||
Neil A. Cotty | 391,579,730 | 0 | ||||||||||
Matina S. Horner | 391,579,730 | 0 | ||||||||||
Rodney D. Johnson | 391,579,730 | 0 | ||||||||||
Cynthia A. Montgomery | 391,579,730 | 0 | ||||||||||
Joseph P. Platt | 391,579,730 | 0 | ||||||||||
Robert C. Robb, Jr. | 391,579,730 | 0 | ||||||||||
Mark Stalnecker | 391,579,730 | 0 | ||||||||||
Kenneth L. Urish | 391,579,730 | 0 | ||||||||||
Claire A. Walton | 391,579,730 | 0 | ||||||||||
Frederick W. Winter | 391,579,730 | 0 | ||||||||||
Barbara G. Novick | 391,579,730 | 0 | ||||||||||
John M. Perlowski | 391,579,730 | 0 |
General Information |
Electronic Delivery
Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports and prospectuses by enrolling in the electronic delivery program. Electronic copies of shareholder reports and prospectuses are available on BlackRock’s website.
To enroll in electronic delivery:
Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages:
Please contact your financial advisor. Please note that not all investment advisors, banks or brokerages may offer this service.
Householding
The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Transfer Agent at (800) 221-7210.
Availability of Quarterly Schedule of Investments
The Fund/Master LLC file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s/Master LLC’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on how to access documents on the SEC’s website without charge may be obtained by calling (800) SEC-0330. The Fund’s/Master LLC’s Forms N-Q may also be obtained upon request and without charge by calling (800) 626-1960.
BBIF TAX-EXEMPT FUND | MARCH 31, 2016 | 37 |
Additional Information (concluded) |
General Information (concluded) |
Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that the Fund/Master LLC use to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 626-1960; (2) at http://www.blackrock.com; and (3) on the SEC’s website at http://www.sec.gov.
Availability of Proxy Voting Record
Information about how the Fund/Master LLC voted proxies relating to securities held in the Fund’s/Master LLC’s portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at http://www.blackrock.com or by calling (800) 626-1960 and (2) on the SEC’s website at http://www.sec.gov.
BlackRock Privacy Principles |
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
38 | BBIF TAX-EXEMPT FUND | MARCH 31, 2016 |
This report is intended for current holders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless preceded or accompanied by the Fund’s current prospectus. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Performance data quoted represents past performance and does not guarantee future results. Total return information assumes reinvestment of all distributions. Current performance may be higher or lower than the performance data quoted. For current month-end performance information, call (800) 626-1960. The Fund’s current 7-day yield more closely reflects the current earnings of the Fund than the total returns quoted. Statements and other information herein are as dated and are subject to change.
BBIFTE-3/16-AR | ||
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, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. Each registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, by calling 1-800-441-7762. | |
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 | Current Fiscal Year End | Previous Fiscal Year End | Current Fiscal Year End | Previous Fiscal Year End | ||||||||
BBIF Tax-Exempt Fund | $7,363 | $7,363 | $0 | $0 | $10,812 | $10,812 | $0 | $0 | ||||||||
Master Tax-Exempt LLC | $26,363 | $26,363 | $0 | $0 | $13,260 | $13,260 | $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 | $2,129,000 | $2,391,000 |
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
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by the registrant’s Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and 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 Tax-Exempt Fund | $10,812 | $10,812 | ||||
Master Tax-Exempt LLC | $13,260 | $13,260 |
Additionally, SSAE 16 Review (Formerly, SAS No. 70) fees for the current and previous fiscal years of $2,129,000 and $2,391,000, 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 | |
Item 8 – | Portfolio Managers of Closed-End Management Investment Companies – Not Applicable |
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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 |
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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 Tax-Exempt Fund and Master Tax-Exempt LLC
By: | /s/ John M. Perlowski | |
John M. Perlowski | ||
Chief Executive Officer (principal executive officer) of | ||
BBIF Tax-Exempt Fund and Master Tax-Exempt LLC | ||
Date: June 2, 2016 |
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 Tax-Exempt Fund and Master Tax-Exempt LLC | ||
Date: June 2, 2016 | ||
By: | /s/ Neal J. Andrews | |
Neal J. Andrews | ||
Chief Financial Officer (principal financial officer) of | ||
BBIF Tax-Exempt Fund and Master Tax-Exempt LLC |
Date: June 2, 2016
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