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: 811-02752 and 811-21299
Name of Fund: BIF Money Fund and Master Money LLC
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BIF Money Fund and
Master Money LLC, 55 East 52nd Street, New York, NY 10055
Registrants’ telephone number, including area code: (800) 626-1960
Date of fiscal year end: 03/31/2017
Date of reporting period: 03/31/2017
Item 1 – Report to Stockholders
MARCH 31, 2017
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ANNUAL REPORT | | | | ![LOGO](https://capedge.com/proxy/N-CSR/0001193125-17-192609/g323061g65b16.jpg) |
BIF Money Fund
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Not FDIC Insured • May Lose Value • No Bank Guarantee |
Dear Shareholder,
In the 12 months ended March 31, 2017, risk assets, such as stocks and high-yield bonds, delivered strong performance, while U.S. Treasuries and other higher-quality assets generated negative returns. Markets showed great resilience during a period with big surprises, including the United Kingdom’s vote to leave the European Union and the outcome of the U.S. presidential election, which brought only brief spikes in equity market volatility. The more rate-sensitive high-quality assets, however, struggled as rising energy prices, modest wage increases and steady U.S. job growth led to expectations of higher inflation and anticipation of interest rate increases by the U.S. Federal Reserve (the “Fed”).
The global reflationary theme — rising nominal growth, wages and inflation — was the dominant driver of asset returns during the period, outweighing significant political upheavals and uncertainty. Reflationary expectations accelerated after the U.S. election and continued into the beginning of 2017, stoked by expectations for an extra boost to U.S. growth via fiscal policy. The primary tension surfacing in markets in 2017 has been between reflationary expectations and the realities of fiscal and monetary policy. Markets have been turning their attention to the Fed’s outlook for additional interest rate hikes, while assessing the probability of Congress passing meaningful fiscal stimulus amid political division and a limited budget.
Although economic momentum is gaining traction, the capacity for rapid global growth is restrained by structural factors, including an aging population, low productivity growth and excess savings, as well as cyclical factors, like the Fed leaning toward higher interest rates and the length of the current expansion. Tempered economic growth and high valuations across most assets have set the stage for muted long-term investment returns going forward.
Equity markets still present opportunities, although the disparity between winners and losers is widening — a dynamic that increases the risk and return potential of active investing. Fixed income investors are also facing challenges as bond markets recalibrate for higher inflation expectations after eight years of deflationary concerns. And in a world where political risk and policy uncertainty abound, there is no lack of potential catalysts for higher volatility.
In this environment, investors need to think globally, extend their scope across a broad array of asset classes and be nimble as market conditions change. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.
Sincerely,
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-17-192609/g322776sig_01mips.jpg)
Rob Kapito
President, BlackRock Advisors, LLC
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-17-192609/g322776photo_01mips.jpg)
Rob Kapito
President, BlackRock Advisors, LLC
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Total Returns as of March 31, 2017 | |
| | 6-month | | | 12-month | |
U.S. large cap equities (S&P 500® Index) | | | 10.12 | % | | | 17.17 | % |
U.S. small cap equities (Russell 2000® Index) | | | 11.52 | | | | 26.22 | |
International equities (MSCI Europe, Australasia, Far East Index) | | | 6.48 | | | | 11.67 | |
Emerging market equities (MSCI Emerging Markets Index) | | | 6.80 | | | | 17.21 | |
3-month Treasury bills (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index) | | | 0.19 | | | | 0.36 | |
U.S. Treasury securities (BofA Merrill Lynch 10-Year U.S. Treasury Index) | | | (6.08 | ) | | | (3.97 | ) |
U.S. investment grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index) | | | (2.18 | ) | | | 0.44 | |
Tax-exempt municipal bonds (S&P Municipal Bond Index) | | | (1.93 | ) | | | 0.55 | |
U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index) | | | 4.50 | | | | 16.39 | |
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index. | |
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2 | | THIS PAGE NOT PART OF YOUR FUND REPORT | | | | |
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 3 |
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For the 12-Month Period Ended March 31, 2017 | | |
Following broader financial market turmoil in early 2016, and at the start of the reporting period, the Federal Open Market Committee (the “FOMC”) was clear in its expectation that the removal of monetary accommodation throughout the year would likely be gradual and dependent on incoming economic data. In late June, the United Kingdom voted to leave the European Union. This led markets to factor in expectations that the FOMC would not resume its course of raising interest rates before 2018 (per Fed Fund Futures and Overnight Index Swap rates) and further reflected that the Bank of England and European Central Bank would turn more accommodative. Major credit rating agencies generally viewed the result of the action unfavorably, assigning or maintaining a negative outlook on the United Kingdom, and in certain cases, downgrading the nation’s long-term credit rating by as much as two “notches” to AA.
October 14, 2016 represented the final compliance date for money market reform, marking the completion of an effort that began over two years ago. The movement of assets to government money market funds from prime was substantial at approximately $1 trillion since these reforms were announced. This dramatic shift in assets caused a significant reduction in U.S. dollar funding for issuers in the short-term wholesale funding market. As a result of a decrease in demand for short-term prime assets by prime money market funds, the three-month London Inter-Bank Offered Rate (“LIBOR”) and one-month LIBOR curves steepened significantly. At the same time, fears that government money market funds would be unable to accommodate the large shift in assets were put to rest, in part due to increased issuance of U.S. treasury bills and higher-than-usual utilization of the Federal Reserve Bank of New York’s Reverse Repo Program. The pace of outflows from prime funds and inflows to government funds both slowed as October progressed, and LIBOR settings for the most part moved marginally higher as the odds of a rate hike prior to the end of the year increased.
After leaving interest rates unchanged for the majority of the year, at the December 14, 2016 FOMC meeting, the FOMC announced a 0.25% increase in the Federal Funds target rate range to 0.50% to 0.75%. The decision to tighten policy was unanimous, widely expected and representative of the Fed’s conviction that growth remains on an upward trajectory. Early in the first quarter of 2017, the FOMC generally indicated an openness to continue with the gradual reduction of monetary accommodation and indeed, after clearly telegraphing their intentions in the weeks leading up to the March 15, 2017 meeting, delivered a 0.25% increase in the Federal Funds target rate range to 0.75% – 1.00%, citing the strength of the U.S. labor market and continued progress toward the inflation target of 2.00%. The accompanying statement did not reveal future plans to reduce the size of their portfolio, or balance sheet, but did divulge the most recent median interest rate forecast, which reflected expectations for two additional 0.25% rate hikes to occur in 2017 and three hikes in 2018.
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.
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4 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
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Fund Information as of March 31, 2017 | | |
BIF Money Fund’s (the “Fund”) investment objective is to seek current income, preservation of capital and liquidity.
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| | 7-Day SEC Yield | | | 7-Day Yield | |
BIF Money Fund | | | 0.16 | % | | | 0.16 | % |
The 7-Day SEC Yield may differ from the 7-Day Yield shown above due to the fact that the 7-Day SEC Yield excludes distributed capital gains.
Past performance is not indicative of future results.
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, 2016 and held through March 31, 2017) 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 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 example is 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.
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| | Actual | | | Hypothetical2 | | | | |
| | Beginning Account Value October 1, 2016 | | | Ending Account Value March 31, 2017 | | | Expenses Paid During the Period1 | | | Beginning Account Value October 1, 2016 | | | Ending Account Value March 31, 2017 | | | Expenses Paid During the Period1 | | | Annualized Expense Ratio | |
BIF Money Fund | | $ | 1,000.00 | | | $ | 1,000.10 | | | $ | 2.49 | | | $ | 1,000.00 | | | $ | 1,022.44 | | | $ | 2.52 | | | | 0.50 | % |
| 1 | | Expenses are equal to the Fund’s annualized net expense ratio, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period shown). Because the Fund invests all of its assets in the Master LLC, the expense example reflects 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 365. |
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 5 |
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Statement of Assets and Liabilities | | BIF Money Fund |
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March 31, 2017 | | | |
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Assets | | | | |
Investments at value — Master Money LLC (the “Master LLC”) (cost — $9,244,572,221) | | | 9,244,572,221 | |
Capital shares sold receivable | | | 15 | |
Prepaid expenses | | | 350,845 | |
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Total assets | | | 9,244,923,081 | |
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Liabilities | | | | |
Payables: | | | | |
Administration fees | | | 1,980,718 | |
Service and distribution fees | | | 465,492 | |
Officer’s fees | | | 1,927 | |
Contributions to the Master LLC | | | 15 | |
Other accrued expenses | | | 574,910 | |
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Total liabilities | | | 3,023,062 | |
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Net Assets | | $ | 9,241,900,019 | |
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Net Assets Consist of | | | | |
Paid-in capital | | $ | 9,241,870,749 | |
Accumulated net realized gain allocated from the Master LLC | | | 29,270 | |
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Net Assets, $1.00 net asset value per share, 9,241,861,900 shares outstanding, unlimited number of shares authorized, par value $0.10 per share | | $ | 9,241,900,019 | |
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See Notes to Financial Statements. | | | | |
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6 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
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Statement of Operations | | BIF Money Fund |
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Year Ended March 31, 2017 | | | |
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Investment Income | | | | |
Net investment income allocated from the Master LLC: | | | | |
Interest — unaffiliated | | $ | 39,413,996 | |
Expenses | | | (11,929,295 | ) |
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Total investment income | | | 27,484,701 | |
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Fund Expenses | | | | |
Administration | | | 20,660,266 | |
Service and distribution | | | 10,325,654 | |
Transfer agent | | | 2,101,189 | |
Registration | | | 343,504 | |
Professional | | | 79,950 | |
Printing | | | 72,332 | |
Officer | | | 928 | |
Miscellaneous | | | 21,088 | |
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Total expenses | | | 33,604,911 | |
Less: | | | | |
Fees waived by the Administrator | | | (729,510 | ) |
Service and distribution fees waived | | | (6,698,926 | ) |
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Total expenses after fees waived | | | 26,176,475 | |
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Net investment income | | | 1,308,226 | |
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Realized Gain Allocated from the Master LLC | | | | |
Net realized gain from investments | | | 35,546 | |
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Net Increase in Net Assets Resulting from Operations | | $ | 1,343,772 | |
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See Notes to Financial Statements. | | | | |
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 7 |
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Statements of Changes in Net Assets | | BIF Money Fund |
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| | Year Ended March 31, | |
Increase (Decrease) in Net Assets: | | 2017 | | | 2016 | |
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Operations | | | | | | | | |
Net investment income | | $ | 1,308,226 | | | $ | 1,845 | |
Net realized gain | | | 35,546 | | | | 187,547 | |
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Net increase in net assets resulting from operations | | | 1,343,772 | | | | 189,392 | |
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Distributions to Shareholders1 | | | | | | | | |
From net investment income | | | (1,308,226 | ) | | | (1,845 | ) |
From net realized gain | | | (83,079 | ) | | | (173,586 | ) |
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Decrease in net assets resulting from distributions to shareholders | | | (1,391,305 | ) | | | (175,431 | ) |
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Capital Share Transactions | | | | | | | | |
Net proceeds from sale of shares | | | 58,003,376,547 | | | | 34,385,900,494 | |
Reinvestment of distributions | | | 1,390,986 | | | | 173,838 | |
Cost of shares redeemed | | | (53,938,804,438 | ) | | | (34,036,809,401 | ) |
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Net increase in net assets derived from capital share transactions | | | 4,065,963,095 | | | | 349,264,931 | |
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Net Assets | | | | | | | | |
Total increase in net assets | | | 4,065,915,562 | | | | 349,278,892 | |
Beginning of year | | | 5,175,984,457 | | | | 4,826,705,565 | |
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End of year | | $ | 9,241,900,019 | | | $ | 5,175,984,457 | |
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| 1 | | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
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See Notes to Financial Statements. | | | | |
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8 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
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Financial Highlights | | BIF Money Fund |
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| | Year Ended March 31, | |
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| | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |
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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 | | | 0.0001 | | | | 0.0000 | 1 | | | 0.0000 | 1 | | | 0.0000 | 1 | | | 0.0000 | 1 |
Net realized gain | | | 0.0000 | 1 | | | 0.0000 | 1 | | | 0.0001 | | | | 0.0001 | | | | 0.0000 | 1 |
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Net increase from investment operations | | | 0.0001 | | | | 0.0000 | | | | 0.0001 | | | | 0.0001 | | | | 0.0000 | |
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Distributions:2 | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.0001 | ) | | | (0.0000 | )3 | | | (0.0000 | )3 | | | (0.0000 | )3 | | | (0.0000 | )3 |
From net realized gain | | | (0.0000 | )3 | | | (0.0000 | )3 | | | (0.0001 | ) | | | (0.0001 | ) | | | (0.0000 | )3 |
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Total distributions | | | (0.0001 | ) | | | (0.0000 | ) | | | (0.0001 | ) | | | (0.0001 | ) | | | (0.0000 | ) |
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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 | | | 0.01% | | | | 0.00% | | | | 0.01% | | | | 0.01% | | | | 0.00% | |
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Ratios to Average Net Assets5 | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.55% | | | | 0.56% | | | | 0.57% | 6 | | | 0.56% | | | | 0.57% | |
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Total expenses after fees waived | | | 0.46% | | | | 0.30% | | | | 0.24% | 6 | | | 0.24% | | | | 0.31% | |
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Net investment income | | | 0.02% | | | | 0.00% | | | | 0.00% | 6 | | | 0.00% | | | | 0.00% | |
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Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000) | | $ | 9,241,900 | | | $ | 5,175,984 | | | $ | 4,826,706 | | | $ | 5,008,779 | | | $ | 5,570,656 | |
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| 1 | | Amount is less than $0.00005 per share. |
| 2 | | Distributions for annual periods determined in accordance with U.S. 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 | | Includes the Fund’s share of the Master LLC’s allocated fees waived of less than 0.01%. |
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See Notes to Financial Statements. | | | | |
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 9 |
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Notes to Financial Statements | | BIF Money Fund |
1. Organization:
BIF Money Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Fund is classified as diversified. 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 Money 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 March 31, 2017, the percentage of the Master LLC owned by the Fund was 74.9%. 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 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.”
The Fund operates as a “government money market fund” under Rule 2a-7 under the 1940 Act. The Fund is not subject to liquidity fees or temporary suspensions of redemptions due to declines in the Fund’s weekly liquid assets.
The Fund, together with certain other affiliated 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 for on a trade date basis. The Fund records its proportionate share of the Master LLC’s income, expenses and realized and unrealized gains and losses on a daily basis. In addition, the Fund accrues its own expenses.
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 dates. The character and timing of distributions are determined in accordance with U.S. 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 are charged to the Fund. 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.
3. Investment Valuation and Fair Value Measurements:
Investment Valuation Policies: The Fund’s policy is to value its financial instruments at fair 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 net assets of the Fund. 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 a Distribution and Shareholder Servicing Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Administrator. Pursuant to the Distribution and Shareholder Servicing 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 the annual rate of 0.125% based upon the average daily net assets of the Fund.
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10 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
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Notes to Financial Statements (concluded) | | BIF Money Fund |
BRIL and broker-dealers, pursuant to sub-agreements with 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 shareholders.
Expense Waivers and Reimbursements: The Administrator and BRIL voluntarily agreed to waive a portion of their respective administration and service and distribution fees 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 and service and distribution fees waived. The Administrator and BRIL may discontinue the waiver and/or reimbursement at any time.
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 U.S. 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 generally remains open for each of the four years ended March 31, 2017. 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, 2017, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements.
The tax character of distributions paid was as follows:
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| | 3/31/17 | | | 3/31/16 | |
Ordinary income | | $ | 1,391,305 | | | $ | 175,431 | |
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As of period end, the tax components of accumulated net earnings were as follows:
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Undistributed ordinary income | | $ | 29,270 | |
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As of period end, there were no significant differences between the book and tax components of net assets.
6. 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.
7. 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.
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 11 |
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Report of Independent Registered Public Accounting Firm | | BIF Money Fund |
To the Shareholders and Board of Trustees of BIF Money Fund:
We have audited the accompanying statement of assets and liabilities of BIF Money Fund (the “Fund”) as of March 31, 2017, 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 BIF Money Fund as of March 31, 2017, 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.
Deloitte & Touche LLP
Boston, Massachusetts
May 23, 2017
| | |
Important Tax Information (Unaudited) | | |
During the fiscal year ended March 31, 2017 the following information is provided with respect to the ordinary income distributions paid by the Fund:
| | | | | | |
Federal Obligation Interest1 | | | 83.31% | |
Interest-Related Dividends and Qualified Short-Term Capital Gains for Non-U.S. Residents2 | | | 100.00% | |
| 1 | | The law varies in each state as to whether and what percentage of dividend income attributable to federal obligations is exempt from state income tax. We recommend that you consult your tax advisor to determine if any portion of the dividends you received is exempt from state income taxes. |
| 2 | | Represents the portion of the taxable ordinary income dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations. |
| | | | | | |
| | | | �� | | |
12 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
| | |
Master LLC Portfolio Information | | Master Money LLC |
| | | | |
Portfolio Composition | | Percent of Net Assets | |
U.S. Government Sponsored Agency Obligations | | | 52 | % |
Repurchase Agreements | | | 31 | |
U.S. Treasury Obligations | | | 17 | |
| | | | |
Total | | | 100 | % |
| | | | |
| | | | | | |
| | | | | | |
| | BIF MONEY FUND | | MARCH 31, 2017 | | 13 |
| | |
Schedule of Investments March 31, 2017 | | Master Money LLC (Percentages shown are based on Net Assets) |
| | | | | | | | |
U.S. Government Sponsored Agency Obligations | | Par (000) | | | Value | |
Fannie Mae Discount Notes (a): | | | | | | | | |
0.51%, 4/03/17 | | $ | 195,580 | | | $ | 195,571,688 | |
0.63%, 6/01/17 | | | 20,275 | | | | 20,253,002 | |
Fannie Mae Variable Rate Notes (b): | | | | | | | | |
0.94%, 8/16/17 | | | 100,000 | | | | 99,996,178 | |
0.84%, 10/05/17 | | | 59,000 | | | | 58,995,360 | |
Federal Farm Credit Bank Variable Rate Notes (b): | | | | | | | | |
1.11%, 4/24/17 | | | 58,000 | | | | 57,999,801 | |
1.01%, 6/29/17 | | | 62,400 | | | | 62,398,709 | |
0.99%, 9/22/17 | | | 138,500 | | | | 138,496,646 | |
0.97%, 9/25/17 | | | 20,000 | | | | 19,998,086 | |
1.05%, 11/20/17 | | | 50,000 | | | | 49,998,382 | |
0.96%, 12/04/17 - 1/23/18 | | | 99,000 | | | | 99,000,192 | |
1.00%, 1/26/18 | | | 50,000 | | | | 49,995,783 | |
0.98%, 4/09/18 | | | 40,000 | | | | 39,997,935 | |
1.18%, 6/18/18 | | | 40,325 | | | | 40,330,135 | |
Federal Home Loan Bank Discount Notes (a): | | | | | | | | |
0.53%, 4/04/17 - 4/24/17 | | | 579,070 | | | | 578,992,389 | |
0.55%, 4/05/17 - 5/26/17 | | | 741,495 | | | | 741,167,674 | |
0.54%, 4/07/17 - 4/21/17 | | | 507,975 | | | | 507,899,143 | |
0.58%, 4/10/17 - 5/22/17 | | | 185,395 | | | | 185,280,193 | |
0.50%, 4/12/17 | | | 67,600 | | | | 67,588,733 | |
0.51%, 4/19/17 | | | 340,870 | | | | 340,777,778 | |
0.57%, 5/01/17 - 6/09/17 | | | 203,645 | | | | 203,481,474 | |
0.79%, 6/21/17 | | | 76,190 | | | | 76,053,768 | |
0.65%, 8/02/17 - 8/11/17 | | | 227,120 | | | | 226,593,708 | |
0.67%, 8/18/17 | | | 50,000 | | | | 49,869,722 | |
0.70%, 8/23/17 - 8/30/17 | | | 114,350 | | | | 114,021,257 | |
0.68%, 8/25/17 | | | 150,000 | | | | 149,586,563 | |
0.91%, 9/22/17 | | | 99,547 | | | | 99,106,643 | |
0.75%, 10/18/17 | | | 61,390 | | | | 61,132,929 | |
Federal Home Loan Bank Variable Rate Notes (b): | | | | | | | | |
0.65%, 5/04/17 | | | 63,045 | | | | 63,045,000 | |
0.74%, 6/14/17 - 4/13/18 | | | 376,225 | | | | 376,225,000 | |
0.89%, 7/06/17 - 7/07/17 | | | 246,905 | | | | 246,905,000 | |
0.81%, 8/25/17 - 7/09/18 | | | 202,505 | | | | 202,505,000 | |
1.01%, 8/25/17 - 10/16/17 | | | 119,800 | | | | 119,800,000 | |
0.76%, 9/01/17 | | | 120,000 | | | | 120,000,000 | |
0.96%, 10/27/17 | | | 42,000 | | | | 41,998,283 | |
0.92%, 11/02/17 - 2/05/18 | | | 111,525 | | | | 111,525,000 | |
0.97%, 1/26/18 | | | 60,000 | | | | 59,997,533 | |
0.80%, 4/17/18 | | | 93,590 | | | | 93,590,000 | |
0.69%, 5/09/18 | | | 65,000 | | | | 65,000,000 | |
0.95%, 6/08/18 | | | 56,500 | | | | 56,500,000 | |
| | | | | | | | |
U.S. Government Sponsored Agency Obligations | | Par (000) | | | Value | |
Freddie Mac, 0.88%, 3/07/18 | | $ | 53,460 | | | $ | 53,351,744 | |
Freddie Mac Discount Notes (a): | | | | | | | | |
0.50%, 5/16/17 - 5/17/17 | | | 88,400 | | | | 88,342,828 | |
0.80%, 8/02/17 | | | 100,725 | | | | 100,447,447 | |
0.83%, 8/03/17 | | | 81,015 | | | | 80,781,519 | |
0.73%, 10/16/17 | | | 79,050 | | | | 78,731,011 | |
Freddie Mac Variable Rate Notes (b): | | | | | | | | |
1.02%, 4/27/17 | | | 60,000 | | | | 59,999,096 | |
1.11%, 7/21/17 | | | 8,100 | | | | 8,099,744 | |
Total U.S. Government Sponsored Agency Obligations — 51.5% | | | | 6,361,428,076 | |
| | | | | | | | |
| | | | | | | | |
U.S. Treasury Obligations | | | | | | |
U.S. Treasury Bills (a): | | | | | | | | |
0.50%, 4/13/17 | | $ | 150,000 | | | | 149,973,188 | |
0.48%, 4/20/17 | | | 150,000 | | | | 149,960,833 | |
0.51%, 4/27/17 | | | 94,000 | | | | 93,964,397 | |
0.52%, 5/04/17 | | | 600,000 | | | | 599,708,167 | |
0.85%, 9/07/17 | | | 300,000 | | | | 298,886,667 | |
0.92%, 9/28/17 | | | 112,500 | | | | 111,988,109 | |
0.69%, 10/12/17 | | | 135 | | | | 134,506 | |
U.S. Treasury Notes: | | | | | | | | |
0.88% - 4.75%, 8/15/17 | | | 25,065 | | | | 25,397,032 | |
0.88%, 10/15/17 | | | 179,890 | | | | 180,025,796 | |
0.95%, 10/31/17 (b) | | | 16,452 | | | | 16,437,247 | |
0.88% - 4.25%, 11/15/17 | | | 154,880 | | | | 155,077,434 | |
0.88%, 11/30/17 | | | 9,110 | | | | 9,113,914 | |
1.05%, 1/31/18 (b) | | | 65,000 | | | | 64,988,476 | |
1.00%, 2/15/18 | | | 77,825 | | | | 77,875,583 | |
0.96%, 7/31/18 (b) | | | 180,000 | | | | 180,264,007 | |
Total U.S. Treasury Obligations — 17.1% | | | | 2,113,795,356 | |
| | | | | | | | |
| | | | | | | | |
Total Repurchase Agreements — 31.4% | | | | 3,877,850,000 | |
Total Investments (Cost — $12,353,073,432*) — 100.0% | | | | 12,353,073,432 | |
Liabilities in Excess of Other Assets — (0.0)% | | | | (3,559,083 | ) |
| | | | | | | | |
Net Assets — 100.0% | | | $ | 12,349,514,349 | |
| | | | | | | | |
|
Notes to Schedule of Investments |
* | | Cost for federal income tax purposes. |
(a) | | Rates are discount rates or a range of discount rates paid at the time of purchase. |
(b) | | Variable rate security. Rate as of period end. |
See Notes to Financial Statements.
| | | | | | |
| | | | | | |
14 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
| | |
Schedule of Investments (continued) | | Master Money LLC |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Repurchase Agreements | | | Collateral | |
Counterparty | | Coupon Rate | | | Purchase Date | | | Maturity Date | | | Par (000) | | | at Value (000) | | | Proceeds including Interest | | | Position | | Original Par | | | Position Received, at Value | |
BNP Paribas Securities Corp. | | | 0.76 | %1 | | | 3/31/17 | | | | 4/07/17 | | | $ | 105,130 | | | $ | 105,130 | | | $ | 105,145,536 | | | U.S. Treasury Obligations, 0.00% to 3.88%, due 11/15/17 to 5/15/33 | | $ | 108,029,783 | | | $ | 107,232,600 | |
| | | 0.80 | % | | | 3/31/17 | | | | 4/03/17 | | | | 299,000 | | | | 299,000 | | | | 299,019,933 | | | U.S. Government Sponsored Agency Obligations, 1.25% to 8.00%, due 9/01/18 to 3/01/67 | | | 1,763,198,736 | | | | 306,867,102 | |
Total BNP Paribas Securities Corp. | | | | | | | | | | | $ | 404,130 | | | | | | | | | | | | | $ | 414,099,702 | |
Citigroup Global Markets, Inc. | | | 0.80 | % | | | 3/31/17 | | | | 4/03/17 | | | | 66,000 | | | | 66,000 | | | | 66,004,400 | | | U.S. Treasury Obligation, 3.00%, due 11/15/44 | | | 66,989,100 | | | | 67,320,074 | |
Federal Reserve Bank of New York | | | 0.75 | % | | | 3/31/17 | | | | 4/03/17 | | | | 1,442,000 | | | | 1,442,000 | | | | 1,442,090,125 | | | U.S. Treasury Obligations, 1.63% to 3.13%, due 8/15/22 to 5/15/42 | | | 1,464,056,400 | | | | 1,442,090,212 | |
Goldman Sachs & Co. | | | 0.85 | % | | | 3/30/17 | | | | 4/06/17 | | | | 170,000 | | | | 170,000 | | | | 170,028,097 | | | U.S. Government Sponsored Agency Obligations and Corporate Debt Obligations, 0.00% to 6.72%, due 6/15/26 to 1/16/55 | | | 4,119,309,489 | | | | 184,229,977 | |
HSBC Securities (USA), Inc. | | | 0.75 | % | | | 3/28/17 | | | | 4/04/17 | | | | 117,000 | | | | 117,000 | | | | 117,017,063 | | | U.S. Treasury Obligations, 0.88% to 2.00%, due 5/15/17 to 2/28/21 | | | 119,425,200 | | | | 119,341,637 | |
| | | 0.76 | % | | | 3/29/17 | | | | 4/05/17 | | | | 28,720 | | | | 28,720 | | | | 28,724,244 | | | U.S. Treasury Obligations, 1.00% to 2.13%, due 11/30/19 to 12/31/22 | | | 29,264,700 | | | | 29,297,924 | |
Total HSBC Securities (USA), Inc. | | | | | | | | | | | $ | 145,720 | | | | | | | | | | | | | $ | 148,639,561 | |
J.P. Morgan Securities LLC | | | 0.80 | % | | | 3/31/17 | | | | 4/03/17 | | | | 220,000 | | | | 220,000 | | | | 220,014,667 | | | U.S. Treasury Obligations, 1.38% to 1.75%, due 3/31/20 to 11/30/21 | | | 225,697,000 | | | | 224,404,339 | |
| | | 1.15 | %1 | | | 3/31/17 | | | | 5/05/17 | | | | 268,500 | | | | 268,500 | | | | 268,800,198 | | | U.S. Government Sponsored Agency Obligations, 3.00% to 3.50%, due 11/20/46 to 3/20/47 | | | 272,723,633 | | | | 273,870,540 | |
Total J.P. Morgan Securities LLC | | | | | | | | | | | $ | 488,500 | | | | | | | | | | | | | $ | 498,274,879 | |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 0.80 | % | | | 3/31/17 | | | | 4/03/17 | | | | 10,000 | | | | 10,000 | | | | 10,000,667 | | | U.S. Treasury Obligation, 2.13%, due 1/15/19 | | | 8,544,800 | | | | 10,200,110 | |
| | | 0.81 | % | | | 3/31/17 | | | | 4/03/17 | | | | 213,500 | | | | 213,500 | | | | 213,514,411 | | | U.S. Government Sponsored Agency Obligations, 2.08% to 4.00%, due 8/20/46 to 3/01/47 | | | 218,727,608 | | | | 218,716,214 | |
| | | 0.88 | % | | | 3/30/17 | | | | 4/06/17 | | | | 150,000 | | | | 150,000 | | | | 150,025,667 | | | U.S. Government Sponsored Agency Obligations, 3.00% to 4.00%, due 12/01/46 to 1/01/47 | | | 151,707,559 | | | | 154,500,001 | |
Total Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | | | | | $ | 373,500 | | | | | | | | | | | | | $ | 383,416,325 | |
Mizuho Securities USA, Inc. | | | 0.81 | % | | | 3/31/17 | | | | 4/03/17 | | | | 2,000 | | | | 2,000 | | | | 2,000,135 | | | U.S. Treasury Obligation, 2.13%, due 6/30/22 | | | 2,015,900 | | | | 2,040,093 | |
Morgan Stanley & Co. LLC | | | 0.76 | % | | | 3/31/17 | | | | 4/03/17 | | | | 61,000 | | | | 61,000 | | | | 61,003,863 | | | U.S. Treasury Obligation, 1.25%, due 1/31/20 | | | 62,544,800 | | | | 62,220,023 | |
RBC Capital Markets LLC | | | 0.78 | % | | | 3/31/17 | | | | 4/03/17 | | | | 30,000 | | | | 30,000 | | | | 30,001,950 | | | U.S. Government Sponsored Agency Obligations, 1.00% to 6.99%, due 12/01/26 to 2/15/47 | | | 147,139,500 | | | | 31,431,956 | |
| | | 0.78 | % | | | 3/31/17 | | | | 4/03/17 | | | | 32,000 | | | | 32,000 | | | | 32,002,080 | | | U.S. Treasury Obligation, 2.13%, due 6/30/22 | | | 32,300,500 | | | | 32,640,080 | |
Total RBC Capital Markets LLC | | | | | | | | | | | $ | 62,000 | | | | | | | | | | | | | $ | 64,072,036 | |
Societe Generale SA | | | 0.58 | %1 | | | 3/31/17 | | | | 4/03/17 | | | | 162,500 | | | | 162,500 | | | | 162,507,854 | | | U.S. Treasury Obligations, 0.00% to 6.50%, due 4/15/17 to 1/15/27 | | | 158,650,700 | | | | 165,750,000 | |
| | | 0.78 | % | | | 3/31/17 | | | | 4/03/17 | | | | 50,000 | | | | 50,000 | | | | 50,003,250 | | | U.S. Treasury Obligations, 0.00% to 3.13%, due 4/27/17 to 3/31/22 | | | 50,547,700 | | | | 51,000,021 | |
Total Societe Generale SA | | | | | | | | | | | $ | 212,500 | | | | | | | | | | | | | $ | 216,750,021 | |
See Notes to Financial Statements.
| | | | | | |
| | | | | | |
| | BIF MONEY FUND | | MARCH 31, 2017 | | 15 |
| | |
Schedule of Investments (concluded) | | Master Money LLC |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Repurchase Agreements | | | Collateral | |
Counterparty | | Coupon Rate | | | Purchase Date | | | Maturity Date | | | Par (000) | | | at Value (000) | | | Proceeds including Interest | | | Position | | Original Par | | | Position Received, at Value | |
TD Securities (USA) LLC | | | 0.80 | % | | | 3/31/17 | | | | 4/03/17 | | | $ | 150,000 | | | $ | 150,000 | | | $ | 150,010,000 | | | U.S. Treasury Obligations, 0.00% to 8.75%, due 5/15/17 to 5/15/43 | | $ | 150,664,300 | | | $ | 153,000,025 | |
| | | 0.81 | % | | | 3/31/17 | | | | 4/03/17 | | | | 130,000 | | | | 130,000 | | | | 130,008,775 | | | U.S. Government Sponsored Agency Obligations, 3.50% to 4.00%, due 10/01/43 to 8/01/46 | | | 173,574,063 | | | | 133,900,000 | |
Total TD Securities (USA) LLC | | | | | | | | | | | $ | 280,000 | | | | | | | | | | | | | $ | 286,900,025 | |
Wells Fargo Securities LLC | | | 0.78 | % | | | 3/28/17 | | | | 4/04/17 | | | | 78,000 | | | | 78,000 | | | | 78,011,830 | | | U.S. Government Sponsored Agency Obligation, 3.00%, due 5/01/30 | | | 79,255,787 | | | | 80,340,000 | |
| | | 0.78 | % | | | 3/29/17 | | | | 4/05/17 | | | | 92,500 | | | | 92,500 | | | | 92,514,029 | | | U.S. Government Sponsored Agency Obligations, 2.50% to 3.00%, due 1/01/32 to 2/01/47 | | | 96,263,469 | | | | 95,275,000 | |
Total Wells Fargo Securities LLC | | | | | | | | | | | $ | 170,500 | | | | | | | | | | | | | $ | 175,615,000 | |
Total | | | | | | | | | | | | | | | $ | 3,877,850 | | | | | | | | | | | | | $ | 3,945,667,928 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1 | | Variable rate security. Rate as of period end and maturity is the date the principal owed can be recovered through demand. |
|
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: | | | | | | | | | | | | | | | | |
Short-Term Securities1 | | | — | | | $ | 12,353,073,432 | | | | — | | | $ | 12,353,073,432 | |
| 1 | | See above Schedule of Investments for values in each security type. |
During the year ended March 31, 2017, there were no transfers between levels.
See Notes to Financial Statements.
| | | | | | |
| | | | | | |
16 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
| | |
Statement of Assets and Liabilities | | Master Money LLC |
| | | | |
March 31, 2017 | | | |
| | | | |
Assets | | | | |
Investments at value — unaffiliated (cost — $8,475,223,432) | | $ | 8,475,223,432 | |
Repurchase agreements at value (cost — $3,877,850,000) | | | 3,877,850,000 | |
Receivables: | | | | |
Interest — unaffiliated | | | 3,812,191 | |
Contributions from investors | | | 200 | |
Prepaid expenses | | | 29,753 | |
| | | | |
Total assets | | | 12,356,915,576 | |
| | | | |
| | | | |
Liabilities | | | | |
Bank overdraft | | | 5,183,164 | |
Payables: | | | | |
Investment advisory fees | | | 1,394,421 | |
Directors’ fees | | | 72,869 | |
Other affiliates | | | 66,557 | |
Other accrued expenses | | | 684,216 | |
| | | | |
Total liabilities | | | 7,401,227 | |
| | | | |
Net Assets | | $ | 12,349,514,349 | |
| | | | |
| | | | |
Net Assets Consist of | | | | |
Investors’ capital | | $ | 12,349,514,349 | |
| | | | |
| | |
Statement of Operations | | Master Money LLC |
| | | | |
Year Ended March 31, 2017 | |
| | | | |
Investment Income | | | | |
Interest — unaffiliated | | $ | 52,563,251 | |
| | | | |
| | | | |
Expenses | | | | |
Investment advisory | | | 14,683,689 | |
Accounting services | | | 561,015 | |
Directors | | | 304,651 | |
Custodian | | | 294,312 | |
Professional | | | 69,935 | |
Printing | | | 2,778 | |
Miscellaneous | | | 39,250 | |
| | | | |
Total expenses | | | 15,955,630 | |
| | | | |
Net investment income | | | 36,607,621 | |
| | | | |
| | | | |
Realized Gain | | | | |
Net realized gain from investments | | | 47,600 | |
| | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 36,655,221 | |
| | | | |
| | | | | | |
See Notes to Financial Statements. | | | | |
| | | | | | |
| | BIF MONEY FUND | | MARCH 31, 2017 | | 17 |
| | |
Statements of Changes in Net Assets | | Master Money LLC |
| | | | | | | | |
| | Year Ended March 31, | |
Increase (Decrease) in Net Assets: | | 2017 | | | 2016 | |
| | | | | | | | |
Operations | | | | | | | | |
Net investment income | | $ | 36,607,621 | | | $ | 11,570,064 | |
Net realized gain | | | 47,600 | | | | 276,266 | |
| | | | |
Net increase in net assets resulting from operations | | | 36,655,221 | | | | 11,846,330 | |
| | | | |
| | | | | | | | |
Capital Transactions | | | | | | | | |
Proceeds from contributions | | | 79,346,944,764 | | | | 54,831,111,886 | |
Value of withdrawals | | | (74,558,325,032 | ) | | | (54,543,556,922 | ) |
| | | | |
Net increase in net assets derived from capital transactions | | | 4,788,619,732 | | | | 287,554,964 | |
| | | | |
| | | | | | | | |
Net Assets | | | | | | | | |
Total increase in net assets | | | 4,825,274,953 | | | | 299,401,294 | |
Beginning of year | | | 7,524,239,396 | | | | 7,224,838,102 | |
| | | | |
End of year | | $ | 12,349,514,349 | | | $ | 7,524,239,396 | |
| | | | |
| | |
Financial Highlights | | Master Money LLC |
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended March 31, | |
| | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | |
| | | | | | | | | | | | | | | | | | | | |
Total Return | | | | | | | | | | | | | | | | | | | | |
Total return | | | 0.33% | | | | 0.15% | | | | 0.10% | | | | 0.10% | | | | 0.15% | |
| | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.14% | | | | 0.15% | | | | 0.15% | | | | 0.15% | | | | 0.15% | |
| | | | |
Total expenses after fees waived and/or paid indirectly | | | 0.14% | | | | 0.15% | | | | 0.15% | | | | 0.15% | | | | 0.15% | |
| | | | |
Net investment income | | | 0.33% | | | | 0.15% | | | | 0.09% | | | | 0.09% | | | | 0.16% | |
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| | | | | | | | | | | | | | | | | | | | |
Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000) | | $ | 12,349,514 | | | $ | 7,524,239 | | | $ | 7,224,838 | | | $ | 7,377,431 | | | $ | 8,392,023 | |
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See Notes to Financial Statements. | | | | |
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18 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
| | |
Notes to Financial Statements | | Master Money LLC |
1. Organization:
Master Money 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, subject to certain limitations.
The Master LLC operates as a “government money market fund” under Rule 2a-7 under the 1940 Act. The Master LLC is not subject to liquidity fees or temporary suspensions of redemptions due to declines in the Master LLC’s weekly liquid assets.
The Master LLC, together with certain other affiliated 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.
Through May 31, 2016, the Master LLC had an arrangement with its custodian whereby credits were earned on uninvested cash balances, which could be used to reduce custody fees and/or overdraft charges. Credits previously earned have been utilized until December 31, 2016. Under current arrangements effective June 1, 2016, the Master LLC no longer earns credits on uninvested cash, and may incur charges on uninvested cash balances and overdrafts, subject to certain conditions.
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 the net asset value (“NAV”) per share of its feeder funds 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) |
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.
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 19 |
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Notes to Financial Statements (continued) | | Master Money LLC |
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. Securities and Other Investments:
Repurchase Agreements: Repurchase agreements are commitments to purchase a security from a counterparty who agrees to repurchase the same security at a mutually agreed upon date and price. On a daily basis, the counterparty is required to maintain collateral subject to the agreement and in value no less than the agreed upon repurchase amount. Pursuant to the custodial undertaking associated with a tri-party repurchase arrangement, an unaffiliated third party custodian maintains accounts to hold collateral for the Master LLC and its counterparties. Typically, the Master LLC and counterparty are not permitted to sell, re-pledge or use the collateral absent a default by the counterparty or the Master LLC, respectively.
In the event the counterparty defaults and the fair value of the collateral declines, the Master LLC could experience losses, delays and costs in liquidating the collateral.
Repurchase agreements are entered into by the Master LLC under Master Repurchase Agreements (each, an “MRA”). The MRA permits the Master LLC, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables with collateral held by and/or posted to the counterparty. As a result, one single net payment is created. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of the MRA counterparty’s bankruptcy or insolvency. Based on the terms of the MRA, the Master LLC receives securities as collateral with a market value in excess of the repurchase price at maturity. Upon a bankruptcy or insolvency of the MRA counterparty, the Master LLC would recognize a liability with respect to such excess collateral. The liability reflects the Master LLC’s obligation under bankruptcy law to return the excess to the counterparty.
5. 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 adviser, 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, which is determined by calculating a percentage of the Master LLC’s average daily net assets based on the following annual rates:
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Average Daily Net Assets | | Investment Advisory Fee | |
First $500 Million | | | 0.250% | |
$500 Million — $1 Billion | | | 0.175% | |
Greater than $1 Billion | | | 0.125% | |
Expense Waivers and Reimbursements: The Manager voluntarily agreed to waive a portion of its respective investment advisory fees 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, if any, 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, 2017, the Master LLC reimbursed the Manager $123,395 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.
6. Income Tax Information:
The Master LLC is classified as a partnership for U.S. 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 U.S. 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 generally remains open for each of the four years ended March 31, 2017. 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.
Management has analyzed tax laws and regulations and their application to the Master LLC as of March 31, 2017, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Master LLC’s financial statements.
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20 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
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Notes to Financial Statements (concluded) | | Master Money LLC |
7. 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.
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.
8. Subsequent Events:
Management has evaluated the impact of all subsequent events on the Master LLC 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.
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 21 |
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Report of Independent Registered Public Accounting Firm | | Master Money LLC |
To the Investors and Board of Directors of Master Money LLC:
We have audited the accompanying statement of assets and liabilities of Master Money LLC (the “Master LLC”), including the schedule of investments, as of March 31, 2017, 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, 2017, by correspondence with the custodian and brokers. 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 Money LLC as of March 31, 2017, 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.
Deloitte & Touche LLP
Boston, Massachusetts
May 23, 2017
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22 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
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Name, Address1 and Year of Birth | | Position(s) Held with the Fund/ Master LLC | | Length of Time Served³ | | Principal Occupation(s) During Past Five Years | | Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | | Public Company and Other Investment Company Directorships Held During Past Five Years |
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; Director, The Mainstay (non-profit) since 2016. | | 26 RICs consisting of 145 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; Trustee, Financial Accounting Foundation since 2017. | | 26 RICs consisting of 145 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. | | 26 RICs consisting of 145 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. | | 26 RICs consisting of 145 Portfolios | | None |
Cynthia A. Montgomery 1952 | | Director | | Since 2007 | | Professor, Harvard Business School since 1989; Director, McLean Hospital from 2005 to 2012. | | 26 RICs consisting of 145 Portfolios | | Newell Rubbermaid, Inc. (manufacturing) |
Joseph P. Platt 1947 | | Director | | Since 2007 | | General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Chair, Basic Health International (non-profit) since 2015. | | 26 RICs consisting of 145 Portfolios | | Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc. |
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. | | 26 RICs consisting of 145 Portfolios | | None |
Mark Stalnecker 1951 | | Director | | Since 2015 | | Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee, Winterthur Museum and Country Estate from 2001 to 2015; 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; Director, SEI Private Trust Co. from 2001 to 2014. | | 26 RICs consisting of 145 Portfolios | | None |
Kenneth L. Urish 1951 | | Director | | Since 2007 | | Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; 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 founding in 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. | | 26 RICs consisting of 145 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. | | 26 RICs consisting of 145 Portfolios | | None |
Frederick W. Winter 1945 | | Director | | Since 2007 | | Director, Alkon Corporation 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. | | 26 RICs consisting of 145 Portfolios | | None |
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 23 |
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Officers and Directors (continued) | | |
| | | | | | | | | | |
Name, Address1 and Year of Birth | | Position(s) Held with the Fund/ Master LLC | | Length of Time Served³ | | Principal Occupation(s) During Past Five Years | | Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | | Public Company and Other Investment Company Directorships Held During Past Five Years |
Interested Directors4 | | | | | | | | |
Barbara G. Novick 1960 | | Director | | Since 2015 | | Vice Chairman of BlackRock, Inc. since 2006; Chair of BlackRock's Government Relations Steering Committee since 2009; Head of the Global Client Group of BlackRock, Inc. from 1988 to 2008. | | 101 RICs consisting of 220 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, Inc. since 2009; Head of BlackRock Global Fund & Accounting 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; Advisory Director of Family Resource Network (charitable foundation) since 2009. | | 129 RICs consisting of 318 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. |
| | 3 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 Board in 2007, those Independent Directors first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: 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. |
| | 4 Ms. Novick and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Fund/Master LLC based on their positions with BlackRock and its affiliates. Mr. Perlowski and Ms. Novick are also board members of certain complexes of BlackRock registered open-end and closed-end funds. Mr. Perlowski is also a board member of the BlackRock Equity-Bond Complex and the BlackRock Closed-End Complex, and Ms. Novick is a board member of the BlackRock Closed-End Complex. |
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24 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
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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 |
Officers Who Are Not Directors2 | | | | |
Thomas Callahan 1968 | | Vice President | | Since 2016 | | Managing Director of BlackRock, Inc. since 2013; Head of BlackRock’s Global Cash Management Business since 2016; Co-Head of the Global Cash Management Business from 2014 to 2016; Deputy Head of the Global Cash Management Business from 2013 to 2014; Member of the Cash Management Group Executive Committee since 2013; Chief Executive Officer of NYSE Liffe U.S. from 2008 to 2013. |
Jennifer McGovern 1977 | | Vice President | | Since 2014 | | Managing Director of BlackRock, Inc. since 2016; Director of BlackRock, Inc. from 2011 to 2015; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013; Vice President of BlackRock, Inc. from 2008 to 2010. |
Neal J. Andrews 1966 | | Chief Financial Officer | | Since 2007 | | Managing Director of BlackRock, Inc. 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, Inc. since 2007; Director of BlackRock, Inc. 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, Inc. since 2014; Anti-Money Laundering Compliance Officer and Regional Head of Financial Crime for the Americas at BlackRock, Inc. 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, Inc. since 2014; Director of BlackRock, Inc. 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) 626-1960. |
Effective December 31, 2016, David O. Beim and Dr. Matina Horner retired as Directors of the Fund/Master LLC.
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Investment Adviser and Administrator BlackRock Advisors, LLC Wilmington, DE 19809 | | Accounting Agent and Custodian State Street Bank and Trust Company Boston, MA 02111 | | Transfer Agent Financial Data Services, LLC Jacksonville, FL 32246 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP Boston, MA 02116 | | Address of the Fund 100 Bellevue Parkway Wilmington, DE 19809 |
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| | | | Distributor BlackRock Investments, LLC New York, NY 10022 | | Legal Counsel Sidley Austin LLP New York, NY 10019 | | |
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 25 |
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 Advisers, Banks or Brokerages:
Please contact your financial advisor. Please note that not all investment advisers, 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 the operation of the Public Reference Room or 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.
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.
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26 | | BIF MONEY FUND | | MARCH 31, 2017 | | |
| | | | |
Additional Information (concluded) | | |
|
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.
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| | BIF MONEY FUND | | MARCH 31, 2017 | | 27 |
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. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund at any time. 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.
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BIFM-3/17-AR | | ![LOGO](https://capedge.com/proxy/N-CSR/0001193125-17-192609/g323061g98u13.jpg) |
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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. |
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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: |
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| | Kenneth L. Urish |
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| | 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. |
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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:
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| | (a) Audit Fees | | (b) Audit-Related Fees1 | | (c) Tax Fees2 | | (d) All Other Fees |
Entity Name | | Current Fiscal Year End | | Previous Fiscal Year End | | Current Fiscal Year End | | Previous Fiscal Year End | | Current Fiscal Year End | | Previous Fiscal Year End | | Current Fiscal Year End | | Previous Fiscal Year End |
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BIF Money Fund | | $8,160 | | $7,510 | | $2,000 | | $0 | | $9,792 | | $9,792 | | $0 | | $0 |
Master Money LLC | | $32,997 | | $32,347 | | $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 (“Affiliated Service Providers”):
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| | 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 | | $2,154,000 |
1 The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.
2 The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.
3 Non-audit fees of $2,129,000 and $2,154,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Funds’ principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of each Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and subscription to the Deloitte Accounting Research Tool. These amounts represent the aggregate fees paid by BlackRock and were not specifically allocated on a per fund basis.
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(e)(1) Audit Committee Pre-Approval Policies and Procedures:
Each Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the registrant’s Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Affiliated Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the 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, defined as the sum of the fees shown under “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:
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Entity Name | | Current Fiscal Year End | | Previous Fiscal Year End | | |
BIF Money Fund | | $11,792 | | $9,792 | |
Master Money LLC | | $13,260 | | $13,260 | |
Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored and advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and subscription to the Deloitte Accounting Research Tool were:
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| | Current Fiscal Year End | | Previous Fiscal Year End | | |
| $2,129,000 | | $2,154,000 | |
(h) Each Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Affiliated Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
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Item 5 – | | Audit Committee of Listed Registrants – Not Applicable |
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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. |
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| | (b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing. |
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Item 7 – | | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable |
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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 |
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Item 10 – | | Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures. |
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Item 11 – | | Controls and Procedures |
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| | (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. |
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| | (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. |
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Item 12 – | | Exhibits attached hereto |
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| | (a)(1) – Code of Ethics – See Item 2 |
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| | (a)(2) – Certifications – Attached hereto |
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| | (a)(3) – Not Applicable |
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| | (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.
BIF Money Fund and Master Money LLC
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By: | | /s/ John M. Perlowski | | |
| | John M. Perlowski | | |
| | Chief Executive Officer (principal executive officer) of |
| | BIF Money Fund and Master Money LLC |
Date: June 2, 2017
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.
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By: | | /s/ John M. Perlowski | | |
| | John M. Perlowski | | |
| | Chief Executive Officer (principal executive officer) of |
| | BIF Money Fund and Master Money LLC |
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Date: June 2, 2017 |
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By: | | /s/ Neal J. Andrews | | |
| | Neal J. Andrews | | |
| | Chief Financial Officer (principal financial officer) of |
| | BIF Money Fund and Master Money LLC |
Date: June 2, 2017
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