UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number:811-03310
Name of Fund: Retirement Reserves Money Fund of Retirement Series Trust
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, Retirement Reserves Money Fund of Retirement Series Trust, 55 East 52nd Street, New York, NY 10055
Registrant’s telephone number, including area code: (800)441-7762
Date of fiscal year end: 04/30/2020
Date of reporting period: 10/31/2019
Item 1 – Report to Stockholders
| | |
 | | OCTOBER 31, 2019 |
| | |
| |
| | 2019 Semi-Annual Report (Unaudited) |
Retirement Series Trust
| · | | Retirement Reserves Money Fund |
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from BlackRock or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
You may elect to receive all future reports in paper free of charge. If you hold accounts directly with BlackRock, you can call (800) 221-7210 to inform BlackRock that you wish to continue receiving paper copies of your shareholder reports. If you hold accounts through a financial intermediary, you can follow the instructions included with this disclosure, if applicable, or contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. Please note that not all financial intermediaries may offer this service. Your election to receive reports in paper will apply to all funds advised by BlackRock Advisors, LLC, BlackRock Fund Advisors or their affiliates, or all funds held with your financial intermediary, as applicable.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive electronic delivery of shareholder reports and other communications by: (i) accessing the BlackRock website at blackrock.com/edelivery and logging into your accounts, if you hold accounts directly with BlackRock, or (ii) contacting your financial intermediary, if you hold accounts through a financial intermediary. Please note that not all financial intermediaries may offer this service.
|
| Not FDIC Insured • May Lose Value • No Bank Guarantee |
The Markets in Review
Dear Shareholder,
Investment performance in the 12 months ended October 31, 2019 was a tale of two markets. The first half of the reporting period was characterized by restrictive monetary policy, deteriorating economic growth, equity market volatility, and rising fear of an imminent recession. During the second half of the reporting period, stocks and bonds rebounded sharply, as influential central banks shifted toward accommodative monetary policy, which led to broad-based optimism that a near-term recession could be averted.
After the dust settled, equity and bond markets posted mixed returns while weathering significant volatility. U.S. large cap equities and U.S. bonds advanced, while equities at the high end of the risk spectrum — emerging markets and U.S. small cap — posted modest negative returns.
Fixed-income securities played an important role in diversified portfolios by delivering strong returns amid economic uncertainty, as interest rates declined (and bond prices rose). Long-term bonds, particularly long-term Treasuries, proved to be an effective ballast for diversified investors. Investment-grade and high-yield corporate bonds posted positive returns, as the credit fundamentals in corporate markets remained relatively solid.
In the U.S. equity market, volatility spiked in late 2018, as a wide variety of risks were brought to bear on markets, including rising interest rates, slowing global growth, and heightened trade tensions. Volatility also rose in emerging markets, as the appreciating U.S. dollar and higher interest rates in the U.S. disrupted economic growth abroad. Despite an economic slowdown in Europe and ongoing uncertainty about Brexit, European equities posted a modest positive return.
As equity performance faltered and global economic growth slowed, the U.S. Federal Reserve (the “Fed”) shifted away from policies designed to decrease inflation in favor of renewed efforts to stimulate economic activity. The Fed left interest rates unchanged in January 2019, then reduced interest rates three times thereafter, starting in July 2019. Similarly, the Fed took measures to support liquidity in short-term lending markets. Following in the Fed’s footsteps, the European Central Bank announced aggressive economic stimulus measures, including lower interest rates and the return of its bond purchasing program. The Bank of Japan signaled a continuation of accommodative monetary policy, while China committed to looser credit conditions and an increase in fiscal spending.
The outpouring of global economic stimulus led to a sharp rally in risk assets throughout the world despite the headwind of rising geopolitical and trade tensions. Hopes continued to remain high as the current economic expansion became the longest in U.S. history.
We continue to expect a slowing expansion with additional room to run. Despite a sharp slowdown in trade and manufacturing across the globe, U.S. consumers continued to spend at a relatively healthy pace, benefiting from the lowest unemployment rate in 50 years and rising wages. However, trade disputes and the resulting disruptions in global supply chains, as well as geopolitical tensions, particularly in the Middle East, continued to have a negative impact on global growth.
Overall, we favor reducing investment risk due to rising economic uncertainty. We believe U.S. equities remain relatively attractive, but we are shifting to a more cautious stance by emphasizing factors that seek lower-volatility and higher-quality stocks. In fixed income, government bonds continue to be important portfolio stabilizers, while emerging market bonds offer relatively attractive income opportunities.
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 visitblackrock.com for further insight about investing in today’s markets.
Sincerely,
Rob Kapito
President, BlackRock Advisors, LLC
Rob Kapito
President, BlackRock Advisors, LLC
| | | | |
| Total Returns as of October 31, 2019 |
| | | 6-month | | 12-month |
U.S. large cap equities
(S&P 500® Index) | | 4.16% | | 14.33% |
U.S. small cap equities
(Russell 2000® Index) | | (1.09) | | 4.90 |
International equities
(MSCI Europe, Australasia, Far East Index) | | 3.35 | | 11.04 |
Emerging market equities
(MSCI Emerging Markets Index) | | (1.67) | | 11.86 |
3-month Treasury bills
(ICE BofAML3-Month U.S. Treasury Bill Index) | | 1.21 | | 2.40 |
U.S. Treasury securities
(ICE BofAML10-Year U.S. Treasury Index) | | 8.17 | | 15.85 |
U.S. investment grade bonds
(Bloomberg Barclays U.S. Aggregate Bond Index) | | 5.71 | | 11.51 |
Tax-exempt municipal bonds
(S&P Municipal Bond Index) | | 3.52 | | 9.07 |
U.S. high yield bonds
(Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index) | | 2.69 | | 8.38 |
| 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 PAGEISNOT PARTOF YOUR FUND REPORT |
Table of Contents
Money Market Overview For the 6-Month Period Ended October 31, 2019
Over the past six months, interest rates trended lower as the Federal Open Market Committee (the “FOMC” or “Fed”) reduced interest rates for the first time in over a decade. The FOMC cut the Federal Funds target rate at its July, September and October meetings, which in total reduced the target range 0.75%. These cuts brought the Federal Funds Rate target range to between 1.50% and 1.75%. In addition to the notable movement by the FOMC, October brought with it mixed economic reports, little change to the global slowdown background, and a small sense of optimism surrounding the U.S.-China trade conflict.
Early in October, weakening economic data points were evidenced by the U.S. ISM manufacturing andnon-manufacturing figures, as the ISM manufacturing reading came in significantly below expectations at 47.8 versus the 50.0 expected. This was 1.3 points lower than the prior reading for August and the lowest level since 2009. The main sources of decline came from new orders, employment and production, which all registered below 50, indicating a contraction. The ISMnon-manufacturing index in September dropped 3.8 points to 52.6. Septembernon-farm payrolls came in at 136,000 (versus the expected 145,000), with 114,000 of those jobs in the private sector while the previous two months were revised to be 45,000 higher. On the contrary, the October employment report helped support the jobs story withnon-farm payroll growing by 128,000, 43,000 higher than expectations with 85,000 of revisions to both September’s and August’s figures. Other important developments in October included a formal extension to the deadline for the U.K.’s departure by three months to January 31, 2020 in addition to Prime Minister Boris Johnson winning the backing of Parliament to hold a general election on December 12, 2019 in hopes to break the gridlock.
As previously mentioned, in the past six months the FOMC reduced the target range for the Federal Funds rate, bringing the range to between 1.50% and 1.75%. Comments from Federal Reserve Chairman Jay Powell suggested that any additional rate cuts would be dependent on incoming economic data and indicated that a high bar exists for future policy adjustments. In an effort to provide additional liquidity to the financial system and to help maintain control over key short-term interest rates, the Fed continued to conduct temporary open market operations in the form of overnight and term repurchase agreements. The Fed also began buying Treasury bills to boost the level of reserves in the banking system. It was announced that such purchases — also known as permanent open market operations — will be made beginning at a rate of $60 billion per month into the second quarter of 2020.
In addition to the moves by the FOMC, the U.S. debt ceiling was again suspended in July, and net new Treasury bill issuance exceeded $252 billion year to date. This Treasury supply, along with typicalquarter-end funding pressures in September, contributed to a widening of credit spreads, with the three-month London Interbank Offered Rate (“LIBOR”) overnight-indexed swap spread nearly doubling to around 0.33% during the period. Additionally, U.S. government-sponsored agencies have been guided by regulatory agencies to issue floating rate notes indexed to the Secured Overnight Financing Rate (“SOFR”). The SOFR is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities and is the reference rate eventually expected to replace LIBOR. In addition to the agency notes referenced to SOFR, some large financial institutions also issued certificates of deposit and commercial paper linked to this index, and demand for such obligations was generally strong.
While in our view the FOMC did not commit in October to any specific future path for interest rates, they did emphasize the importance of incoming economic data and its influence on the direction of monetary policy. Given the Fed’s expanded footprint in the market, we expect there will be “zero” net Treasury bill supply available during the next eight months. Despite the massive injection of liquidity into the banking system by the Fed, balance sheet constraints andinter-day liquidity requirements at global systemically important banks are expected to contribute to funding pressures later in the fourth quarter 2019. In turn, dynamics in the funding markets related to balance-sheet management activities at large financial institutions could, in our view, contribute to periodic bouts of volatility and spread widening at the front end of the market in the months leading up to year end.
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 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
| | |
| Fund Information as of October 31, 2019 | | Retirement Reserves Money Fund |
Investment Objective
Retirement Reserves Money Fund’s (the “Fund”) investment objective is to seek current income, preservation of capital and liquidity available from investing in a diversified portfolio of short-term money market securities.
CURRENTSEVEN-DAY YIELDS
| | | | | | | | |
| | | 7-Day
SEC Yields | | | 7-Day
Yields | |
Class I | | | 1.03 | % | | | 1.03 | % |
Class II | | | 1.22 | | | | 1.22 | |
The7-Day SEC Yields may differ from the7-Day Yields shown above due to the fact that the7-Day SEC Yields exclude distributed capital gains.
Past performance is not indicative of future results.
PORTFOLIO COMPOSITION
| | | | |
| | | Percent of
Net Assets | |
Repurchase Agreements | | | 61 | % |
U.S. Treasury Obligations | | | 33 | |
U.S. Government Sponsored Agency Obligations | | | 8 | |
Liabilities in Excess of Other Assets | | | (2 | ) |
Disclosure of Expenses
Shareholders of the Fund may incur the following charges: (a) transactional expenses; and (b) operating expenses, including investment advisory fees, service and distribution fees, and other fund expenses. The expense example shown below (which is based on a hypothetical investment of $1,000 invested on May 1, 2019 and held through October 31, 2019) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.
The expense example provides information about actual account values and actual expenses. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number corresponding to their share class under the heading entitled “Expenses Paid During the Period.”
The expense example also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in the Fund and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.
The expenses shown in the expense example are intended to highlight shareholders’ ongoing costs only and do not reflect 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.
Expense Example
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Actual | | | | | | Hypothetical (b) | | | | |
| | | Beginning Account Value (05/01/2019) | | | Ending Account Value
(10/31/19) | | | Expenses Paid During the Period (a) | | | | | | Beginning Account Value (05/01/2019) | | | Ending Account Value (10/31/19) | | | Expenses Paid During the Period (a) | | | Annualized
Expense Ratio | |
Class I | | $ | 1,000.00 | | | $ | 1,007.20 | | | $ | 4.39 | | | | | | | $ | 1,000.00 | | | $ | 1,020.76 | | | $ | 4.42 | | | | 0.87 | % |
Class II | | | 1,000.00 | | | | 1,007.30 | | | | 4.29 | | | | | | | | 1,000.00 | | | | 1,020.86 | | | | 4.32 | | | | 0.85 | |
| | (a) | For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 184/366 (to reflect theone-half year period shown). | |
| | (b) | Hypothetical 5% annual return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 366. | |
| | | | |
| FUND INFORMATION / DISCLOSUREOF EXPENSES | | | 5 | |
| | |
Schedule of Investments (unaudited) October 31, 2019 | | Retirement Reserves Money Fund (Percentages shown are based on Net Assets) |
| | | | | | | | |
| Security | | Par
(000) | | | Value | |
|
| U.S. Government Sponsored Agency Obligations — 7.8% | |
Federal Home Loan Bank Discount Notes(a): | | | | | | | | |
2.40%, 11/15/19 | | $ | 5,185 | | | $ | 5,179,880 | |
2.39%, 11/20/19 | | | 1,820 | | | | 1,817,611 | |
1.88%, 11/22/19 | | | 3,000 | | | | 2,996,557 | |
1.98%, 11/27/19 | | | 1,300 | | | | 1,298,081 | |
1.69%, 12/13/19 | | | 1,645 | | | | 1,641,695 | |
| | | | | | | | |
| |
Total U.S. Government Sponsored Agency Obligations — 7.8%
(Cost — $12,933,824) | | | | 12,933,824 | |
| | | | | | | | |
|
| U.S. Treasury Obligations — 33.3% | |
U.S. Treasury Bills(a): | | | | | | | | |
1.76%, 11/05/19 | | | 18,000 | | | | 17,995,670 | |
1.75%, 11/12/19 | | | 25,000 | | | | 24,985,667 | |
1.67%, 11/14/19 | | | 4,000 | | | | 3,997,452 | |
| | | | | | | | |
| Security | | Par
(000) | | | Value | |
|
| U.S. Treasury Obligations (continued) | |
1.71%, 11/19/19 | | $ | 7,855 | | | $ | 7,848,056 | |
1.94%, 11/21/19 | | | 115 | | | | 114,872 | |
| | | | | | | | |
| |
Total U.S. Treasury Obligations — 33.3%
(Cost — $54,941,717) | | | | 54,941,717 | |
| | | | | | | | |
| |
Total Repurchase Agreements — 61.1%
(Cost — $101,000,000) | | | | 101,000,000 | |
| |
Total Investments — 102.2%
(Cost — $168,875,541*) | | | | 168,875,541 | |
| |
Liabilities in Excess of Other Assets — (2.2)% | | | | (3,654,941 | ) |
| | | | | | | | |
| |
Net Assets — 100.0% | | | $ | 165,220,600 | |
| | | | | | | | |
| * | Cost for U.S. federal income tax purposes. |
| (a) | Rates are discount rates or a range of discount rates as of period end. |
Repurchase Agreements
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 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. | | | 1.75 | % | | | 10/31/19 | | | | 11/01/19 | | | $ | 9,000 | | | $ | 9,000 | | | $9,000,438 | | | | U.S. Treasury Obligation, 2.13% to 2.88%, due 5/15/25 to 11/15/46 | | 8,708,600 | | $9,180,690 |
J.P. Morgan Securities LLC | | | 1.74 | | | | 10/31/19 | | | | 11/01/19 | | | | 20,000 | | | | 20,000 | | | 20,000,967 | | | | U.S. Treasury Obligation, 0.00%, due 11/15/42 | | 34,525,887 | | 20,400,000 |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 1.73 | | | | 10/31/19 | | | | 11/01/19 | | | | 5,000 | | | | 5,000 | | | 5,000,240 | | | | U.S. Treasury Obligation, 1.38%, due 9/30/23 | | 5,147,500 | | 5,100,012 |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 1.75 | | | | 10/31/19 | | | | 11/01/19 | | | | 20,000 | | | | 20,000 | | | 20,000,972 | | | | U.S. Government Sponsored Agency Obligation, 4.00% to 5.00%, due 3/20/43 to 7/20/49 | | 71,452,470 | | 20,400,001 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | | | | | | | | | | | | | | | | $ | 25,000 | | | | | | | | | | | $25,500,013 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mizuho Securities USA, Inc. | | | 1.74 | | | | 10/31/19 | | | | 11/01/19 | | | | 22,000 | | | | 22,000 | | | 22,001,063 | | | | U.S. Government Sponsored Agency Obligation, 3.00%, due 11/01/49 | | 22,336,662 | | 22,660,000 |
TD Securities (USA) LLC | | | 1.73 | | | | 10/31/19 | | | | 11/01/19 | | | | 5,000 | | | | 5,000 | | | 5,000,240 | | | | U.S. Treasury Obligation, 2.88%, due 11/30/23 | | 4,810,300 | | 5,100,079 |
TD Securities (USA) LLC | | | 1.75 | | | | 10/31/19 | | | | 11/01/19 | | | | 20,000 | | | | 20,000 | | | 20,000,972 | | | | U.S. Government Sponsored Agency Obligation, 3.50%, due 8/01/49 | | 19,755,172 | | 20,600,001 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total TD Securities (USA) LLC | | | $ | 25,000 | | | | | | | | | | | $25,700,080 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | $ | 101,000 | | | | | | | | | | | $103,440,783 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 6 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
| | |
Schedule of Investments (unaudited) (continued) October 31, 2019 | | Retirement Reserves Money Fund |
Fair Value Hierarchy as of Period End
Various inputs are used in determining the fair value of investments. For information about the Fund’s policy regarding valuation of investments, refer to the Notes to Financial Statements.
The following table summarizes the Fund’s investments categorized in the disclosure hierarchy:
| | | | | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Investments: | | | | | | | | | | | | | | | | |
Short-Term Securities(a) | | $ | — | | | $ | 168,875,541 | | | $ | — | | | $ | 168,875,541 | |
| | | | | | | | | | | | | | | | |
| | (a) | See above Schedule of Investments for values in each security type. | |
See notes to financial statements.
| | | | |
| SCHEDULE OF INVESTMENTS | | | 7 | |
Statement of Assets and Liabilities (unaudited)
October 31, 2019
| | | | |
| | | Retirement
Reserves
Money Fund | |
| |
ASSETS | | | | |
Investments at value — unaffiliated (cost — $67,875,541) | | $ | 67,875,541 | |
Cash | | | 438,998 | |
Repurchase agreements at value (cost — $101,000,000) | | | 101,000,000 | |
Prepaid expenses | | | 27,838 | |
| | | | |
Total assets | | | 169,342,377 | |
| | | | |
| |
LIABILITIES | | | | |
Payables: | | | | |
Capital shares redeemed | | | 3,808,767 | |
Distribution fees | | | 140 | |
Investment advisory fees | | | 71,924 | |
Trustees’ and Officer’s | | | 3,622 | |
Other accrued expenses | | | 235,589 | |
Other affiliates | | | 1,735 | |
| | | | |
Total liabilities | | | 4,121,777 | |
| | | | |
| |
NET ASSETS | | $ | 165,220,600 | |
| | | | |
| |
NET ASSETS CONSIST OF | | | | |
Paid-in capital | | $ | 165,200,103 | |
Accumulated earnings | | | 20,497 | |
| | | | |
NET ASSETS | | $ | 165,220,600 | |
| | | | |
| |
NET ASSET VALUE | | | | |
Class I — Based on net assets of $164,848,803 and 164,828,352 shares outstanding, unlimited number of shares authorized, $0.10 par value | | $ | 1.00 | |
| | | | |
Class II — Based on net assets of $371,797 and 371,752 shares outstanding, unlimited number of shares authorized, $0.10 par value | | $ | 1.00 | |
| | | | |
See notes to financial statements.
| | |
| 8 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
Statement of Operations (unaudited)
Six Months Ended October 31, 2019
| | | | |
| | | Retirement
Reserves
Money Fund | |
| |
INVESTMENT INCOME | | | | |
Interest — unaffiliated | | $ | 2,548,721 | |
| | | | |
| |
EXPENSES | | | | |
Investment advisory | | | 544,987 | |
Transfer agent — class specific | | | 265,818 | |
Professional | | | 47,553 | |
Registration | | | 29,211 | |
Printing | | | 16,238 | |
Accounting services | | | 14,413 | |
Custodian | | | 11,999 | |
Trustees and Officer | | | 8,806 | |
Service and distribution — class specific | | | 378 | |
Miscellaneous | | | 8,069 | |
| | | | |
Total expenses | | | 947,472 | |
Less: | | | | |
Service and distribution fees waived and/or reimbursed—class specific | | | (378 | ) |
| | | | |
Total expenses after fees waived and/or reimbursed | | | 947,094 | |
| | | | |
Net investment income | | | 1,601,627 | |
| | | | |
| |
REALIZED GAIN | | | | |
Net realized gain from investments | | | 12,303 | |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 1,613,930 | |
| | | | |
See notes to financial statements.
Statement of Changes in Net Assets
| | | | | | | | |
| | | Retirement Reserves Money Fund | |
| | | Six Months Ended
10/31/19
(unaudited) | | | Year Ended
04/30/19 | |
| | |
INCREASE (DECREASE) IN NET ASSETS | | | | | | | | |
| | |
OPERATIONS | | | | | | | | |
Net investment income | | $ | 1,601,627 | | | $ | 6,706,990 | |
Net realized gain | | | 12,303 | | | | 4,577 | |
| | | | | | | | |
Net increase in net assets resulting from operations | | | 1,613,930 | | | | 6,711,567 | |
| | | | | | | | |
| | |
DISTRIBUTIONS TO SHAREHOLDERS(a) | | | | | | | | |
Class I | | | (1,598,881 | ) | | | (6,569,679 | ) |
Class II | | | (2,746 | ) | | | (137,311 | ) |
| | | | | | | | |
Decrease in net assets resulting from distributions to shareholders | | | (1,601,627 | ) | | | (6,706,990 | ) |
| | | | | | | | |
| | |
CAPITAL SHARE TRANSACTIONS | | | | | | | | |
Net decrease in net assets derived from capital share transactions | | | (128,327,069 | ) | | | (361,147,921 | ) |
| | | | | | | | |
| | |
NET ASSETS | | | | | | | | |
Total decrease in net assets | | | (128,314,766 | ) | | | (361,143,344 | ) |
Beginning of period | | | 293,535,366 | | | | 654,678,710 | |
| | | | | | | | |
End of period | | $ | 165,220,600 | | | $ | 293,535,366 | |
| | | | | | | | |
| (a) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
See notes to financial statements.
| | |
| 10 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
Financial Highlights
(For a share outstanding throughout each period)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Retirement Reserves Money Fund | |
| |
| | | Class I | |
| | | Six Months Ended
10/31/19
(Unaudited) | | | | | | Year Ended April 30, | |
| | | | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
| | | | | | | | |
Net asset value, beginning of period | | $ | 1.00 | | | | | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.0072 | | | | | | | | 0.0138 | | | | 0.0046 | | | | 0.0001 | | | | 0.0000 | (a) | | | 0.0000 | (a) |
Net realized and unrealized gain | | | 0.0000 | (a) | | | | | | | 0.0000 | (a) | | | 0.0000 | (a) | | | 0.0001 | | | | 0.0000 | (a) | | | 0.0001 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase from investment operations | | | 0.0072 | | | | | | | | 0.0138 | | | | 0.0046 | | | | 0.0002 | | | | 0.0000 | | | | 0.0001 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Distributions(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.0072 | ) | | | | | | | (0.0138 | ) | | | (0.0046 | ) | | | (0.0001 | ) | | | (0.0000 | )(c) | | | (0.0000 | )(c) |
From net realized gain | | | — | | | | | | | | (0.0000 | )(c) | | | (0.0000 | )(c) | | | (0.0001 | ) | | | (0.0000 | )(c) | | | (0.0001 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.0072 | ) | | | | | | | (0.0138 | ) | | | (0.0046 | ) | | | (0.0002 | ) | | | (0.0000 | ) | | | (0.0001 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Net asset value, end of period | | $ | 1.00 | | | | | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Total Return(d) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Based on net asset value | | | 0.72 | %(e) | | | | | | | 1.39 | % | | | 0.46 | % | | | 0.02 | % | | | 0.00 | % | | | 0.01 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.87 | %(f) | | | | | | | 0.81 | % | | | 0.76 | % | | | 0.74 | % | | | 0.74 | % | | | 0.70 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed | | | 0.87 | %(f) | | | | | | | 0.80 | % | | | 0.76 | % | | | 0.50 | % | | | 0.29 | % | | | 0.23 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 1.47 | %(f) | | | | | | | 1.33 | % | | | 0.44 | % | | | 0.01 | % | | | 0.00 | % | | | 0.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000) | | $ | 164,849 | | | | | | | $ | 293,156 | | | $ | 636,398 | | | $ | 834,491 | | | $ | 949,811 | | | $ | 1,165,784 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (a) | Amount is less than $0.00005 per share. |
| (b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| (c) | Amount is greater than $(0.00005) per share. |
| (d) | Where applicable, assumes the reinvestment of distributions. |
| (e) | Aggregate total return. |
See notes to financial statements.
Financial Highlights (continued)
(For a share outstanding throughout each period)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Retirement Reserves Money Fund (continued) | |
| |
| | | Class II | |
| | | Six Months Ended
10/31/19
(Unaudited) | | | | | | Year Ended April 30, | |
| | | | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
| | | | | | | | |
Net asset value, beginning of period | | $ | 1.00 | | | | | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.0073 | | | | | | | | 0.0105 | | | | 0.0049 | | | | 0.0001 | | | | 0.0000 | (a) | | | 0.0000 | (a) |
Net realized and unrealized gain | | | 0.0000 | (a) | | | | | | | 0.0000 | (a) | | | 0.0000 | (a) | | | 0.0000 | (a) | | | 0.0000 | (a) | | | 0.0001 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net increase from investment operations | | | 0.0073 | | | | | | | | 0.0105 | | | | 0.0049 | | | | 0.0001 | | | | 0.0000 | | | | 0.0001 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Distributions(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.0073 | ) | | | | | | | (0.0105 | ) | | | (0.0049 | ) | | | (0.0001 | ) | | | (0.0000 | )(c) | | | (0.0000 | )(c) |
From net realized gain | | | — | | | | | | | | (0.0000 | )(c) | | | (0.0000 | )(c) | | | (0.0000 | )(c) | | | (0.0000 | )(c) | | | (0.0001 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.0073 | ) | | | | | | | (0.0105 | ) | | | (0.0049 | ) | | | (0.0001 | ) | | | (0.0000 | ) | | | (0.0001 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Net asset value, end of period | | $ | 1.00 | | | | | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Total Return(d) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Based on net asset value | | | 0.73 | %(e) | | | | | | | 1.05 | % | | | 0.49 | % | | | 0.01 | % | | | 0.00 | % | | | 0.01 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 1.05 | %(f) | | | | | | | 0.90 | % | | | 0.92 | % | | | 0.90 | % | | | 0.90 | % | | | 0.87 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed | | | 0.85 | %(f) | | | | | | | 0.69 | % | | | 0.72 | % | | | 0.51 | % | | | 0.30 | % | | | 0.23 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 1.45 | %(f) | | | | | | | 1.32 | % | | | 0.46 | % | | | 0.01 | % | | | 0.00 | % | | | 0.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Supplemental Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000) | | $ | 372 | | | | | | | $ | 380 | | | $ | 18,280 | | | $ | 24,534 | | | $ | 26,271 | | | $ | 31,940 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (a) | Amount is less than $0.00005 per share. |
| (b) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| (c) | Amount is greater than $(0.00005) per share. |
| (d) | Where applicable, assumes the reinvestment of distributions. |
| (e) | Aggregate total return. |
See notes to financial statements.
| | |
| 12 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
Notes to Financial Statements (unaudited)
Retirement Series Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as anopen-end management investment company. Retirement Reserves Money Fund (the “Fund”) is a series of the Trust. The Trust is comprised of a series of separate portfolios offering separate classes of shares to participants in the retirement plans for which Merrill Lynch, Pierce, Fenner & Smith Incorporated, a subsidiary of Bank of America Corporation, acts as passive custodian. At the present time, the Fund is the only series offered. The Trust is organized as a Massachusetts business trust. The Fund is classified as diversified.
The Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures.
The Fund operates as a “government money market fund” under Rule2a-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 registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of equity, multi-asset, index and money market funds referred to as the BlackRock Multi-Asset 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 Income Recognition:For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. 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 an accrual basis. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.
Distributions:Distributions from net investment income are declared and reinvested daily. Distributions of capital gains are distributed at least annually and are recorded on theex-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 or its classes are charged to the Fund or the applicable class. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods. Expenses directly related to the Fund and other shared expenses prorated to the Fund are allocated daily to each class based on its relative net assets or other appropriate methods.
| 3. | INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS |
Investment Valuation Policies: U.S. GAAP defines fair value as the price the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Fund’s investments are valued under the amortized cost method which approximates current market value in accordance with Rule2a-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 Fund seeks to maintain its net asset value (“NAV”) per share at $1.00, although there is no assurance that it will be able to do so on a continuing basis.
Fair Value Hierarchy: Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:
| | • | | Level 1 — Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Fund 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 BlackRock Global Valuation Methodologies Committee’s 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
| | | | |
| NOTESTO FINANCIAL STATEMENTS | | | 13 | |
Notes to Financial Statements (unaudited) (continued)
is determined based on the lowest level input that is significant to the fair value measurement in its entirety. 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 eligible collateral subject to the agreement and in value no less than the agreed upon repurchase amount. Repurchase agreements may be traded bilaterally, in atri-party arrangement or may be centrally cleared through a sponsoring agent. Subject to the custodial undertaking associated with atri-party repurchase arrangement and for centrally cleared repurchase agreements, a third party custodian maintains accounts to hold collateral for the fund and its counterparties. Typically, the fund and counterparty are not permitted to sell,re-pledge or use the collateral absent a default by the counterparty or the fund, respectively.
In the event the counterparty defaults and the fair value of the collateral declines, the fund could experience losses, delays and costs in liquidating the collateral.
Repurchase agreements are entered into by the fund under Master Repurchase Agreements (each, an “MRA”). The MRA permits the fund, 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 fund 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 fund would recognize a liability with respect to such excess collateral. The liability reflects the fund’s obligation under bankruptcy law to return the excess to the counterparty.
| 5. | INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES |
Investment Advisory:The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement with the Manager, the Fund’s investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory services. The Manager is responsible for the management of the Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Fund.
For such services, the Fund pays the Manager a monthly fee at an annual rate equal to the following percentages of the average daily value of the Fund’s net assets:
| | | | |
| Average Daily Net Assets | | Investment
Advisory Fee | |
First $1 Billion | | | 0.500 | % |
$1 Billion — $2 Billion | | | 0.450 | |
$2 Billion — $3 Billion | | | 0.400 | |
$3 Billion — $4 Billion | | | 0.375 | |
$4 Billion — $7 Billion | | | 0.350 | |
$7 Billion — $10 Billion | | | 0.325 | |
$10 Billion — $15 Billion | | | 0.300 | |
Greater than $15 Billion | | | 0.290 | |
Service & Distribution Fees: The Trust, on behalf of the Fund, entered into a Distribution Agreement and a Distribution Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution Plan and in accordance with Rule12b-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 0.20% based upon the average daily net assets of the Fund’s Class II Shares.
BRIL and broker-dealers, pursuant tosub-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.
For the six months ended October 31, 2019, the following table shows the class specific service and distribution fees borne directly by each share class of the Fund:
| | | | | | | | | | | | | | |
| Class I | | | | | Class II | | | | | Total | |
| $ | — | | | | | $ | 378 | | | | | $ | 378 | |
Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Fund withsub-accounting, recordkeeping,sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets.
For the six months ended October 31, 2019, the following table shows the class specific transfer agent fees borne directly by each share class of the Fund:
| | | | | | | | | | | | | | |
| Class I | | | | | Class II | | | | | Total | |
| $ | 265,394 | | | | | $ | 424 | | | | | $ | 265,818 | |
Expense Limitations, Waivers and Reimbursements:BRIL has contractually agreed to waive the 0.20% distribution fee for Class II Shares through September 1, 2020.
For the six months ended October 31, 2019, BRIL waived $378, which is included in service and distribution fees waived and/or reimbursed — class specific in the Statement of Operations.
| | |
| 14 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
Notes to Financial Statements (unaudited) (continued)
The Manager and BRIL have also voluntarily agreed to waive a portion of their respective service and distribution fees and/or reimburse operating expenses to enable the Fund to maintain minimum levels of daily net investment income if applicable. These amounts, if any, are reported in the Statement of Operations as service and distribution fees waived and/or reimbursed — class specific. The Manager and BRIL may discontinue the waiver and/or reimbursement at any time. For the six months ended October 31, 2019, there were no fees waived and/or reimbursed by the Manager and BRIL under this agreement.
For the six months ended October 31, 2019, the Fund reimbursed the Manager $2,220 for certain accounting services, which is included in accounting services in the Statement of Operations.
Trustees and Officers:Certain trustees and/or officers of the Trust are directors and/or officers of BlackRock or its affiliates. The Fund reimburses the Manager for a portion of the compensation paid to the Fund’s Chief Compliance Officer, which is included in Trustees and Officer in the Statement of Operations.
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 April 30, 2019. 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 October 31, 2019, 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.
In the normal course of business, the Fund invests in securities or other instruments and may enter into certain transactions, and such activities subject the Fund to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. The Fund’s prospectus provides details of the risks to which the Fund is subject.
Counterparty Credit Risk:The Fund 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 Fund 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 Fund to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Fund’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 Fund.
| 8. | 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.
| | | | | | | | |
| | | Six Months Ended
10/31/19 | | | Year Ended
04/30/19 | |
Class I | | | | | | | | |
Shares sold | | | 95,770,709 | | | | 337,031,400 | |
Shares issued in reinvestment of distributions | | | 1,599,298 | | | | 6,568,658 | |
Shares redeemed | | | (225,689,169 | ) | | | (686,847,521 | ) |
| | | | | | | | |
Net decrease | | | (128,319,162 | ) | | �� | (343,247,463 | ) |
| | | | | | | | |
| | |
Class II | | | | | | | | |
Shares sold | | | 48 | | | | 32,515,648 | |
Shares issued in reinvestment of distributions | | | 2,743 | | | | 137,201 | |
Shares redeemed | | | (10,697 | ) | | | (50,553,307 | ) |
| | | | | | | | |
Net decrease | | | (7,906 | ) | | | (17,900,458 | ) |
| | | | | | | | |
Total Net Decrease | | | (128,327,068 | ) | | | (361,147,921 | ) |
| | | | | | | | |
| | | | |
| NOTESTO FINANCIAL STATEMENTS | | | 15 | |
Notes to Financial Statements (unaudited) (continued)
Management’s evaluation of the impact of all subsequent events on the Fund’s financial statements was completed through the date the financial statements were issued and the following items were noted:
On November 12, 2019, the Board of Trustees of the Trust, on behalf of the Fund, approved a proposal to close the Fund to share purchases. Accordingly, effective at the close of business on March 31, 2020, the Fund will no longer accept share purchase orders. Shareholders may continue to redeem their fund shares.
| | |
| 16 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
Disclosure of Investment Advisory Agreement
The Board of Trustees (the “Board,” the members of which are referred to as “Board Members”) of Retirement Series Trust (the “Trust”) met in person on April 17, 2019 (the “April Meeting”) and May14-15, 2019 (the “May Meeting”) to consider the approval of the investment advisory agreement (the “Agreement”) between the Trust, on behalf of Retirement Reserves Money Fund (the “Fund”), a series of the Trust, and BlackRock Advisors, LLC (the “Manager” or “BlackRock”), the Trust’s investment advisor.
Activities and Composition of the Board
On the date of the May Meeting, the Board consisted of fifteen individuals, thirteen of whom were not “interested persons” of the Trust as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”). The Board Members are responsible for the oversight of the operations of the Trust and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Board Member. The Board has established five standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Ad Hoc Topics Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the Ad Hoc Topics Committee, which also has one interested Board Member).
The Agreement
Consistent with the requirements of the 1940 Act, the Board considers the continuation of the Agreement on an annual basis. The Board has four quarterly meetings per year, each typically extending for two days, and additionalin-person and telephonic meetings throughout the year, as needed. While the Board also has a fifthone-day meeting to consider specific information surrounding the renewal of the Agreement, the Board’s consideration entails a year-long deliberative process whereby the Board and its committees assess BlackRock’s services to the Fund. In particular, the Board assessed, among other things, the nature, extent and quality of the services provided to the Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management; accounting, administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; legal and compliance services; and ability to meet applicable legal and regulatory requirements. Throughout the year, including during the contract renewal process, the Independent Board Members were advised by independent legal counsel, and met with independent legal counsel in various executive sessions outside of the presence of management.
During the year, the Board, acting directly and through its committees, considers information that is relevant to its annual consideration of the renewal of the Agreement, including the services and support provided by BlackRock to the Fund and its shareholders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. This additional information is discussed further below in the section titled “Board Considerations in Approving the Agreement.” Among the matters the Board considered were: (a) investment performance forone-year, three-year, five-year,ten-year, and/or since inception periods, as applicable, against peer funds, applicable benchmark, and performance metrics, as applicable, as well as senior management’s and portfolio managers’ analyses of the reasons for any over-performance or under-performance relative to its peers, benchmarks, and other performance metrics, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Fund for services; (c) Fund operating expenses and how BlackRock allocates expenses to the Fund; (d) the resources devoted to, risk oversight of, and compliance reports relating to, implementation of the Fund’s investment objective, policies and restrictions, and meeting regulatory requirements; (e) BlackRock and the Trust’s adherence to applicable compliance policies and procedures; (f) the nature, character and scope ofnon-investment management services provided by BlackRock and its affiliates and the estimated cost of such services; (g) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) execution quality of portfolio transactions; (j) BlackRock’s implementation of the Trust’s valuation and liquidity procedures; (k) an analysis of management fees for products with similar investment mandates across theopen-end fund, exchange-traded fund (“ETF”),closed-end fund,sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to the Fund; (l) BlackRock’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage; and (m) periodic updates on BlackRock’s business.
Board Considerations in Approving the Agreement
The Approval Process: Prior to the April Meeting, the Board requested and received materials specifically relating to the Agreement. The Independent Board Members are continuously engaged in a process with their independent legal counsel and BlackRock to review the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the April Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), based on either a Lipper classification or Morningstar category, regarding the Fund’s fees and expenses as compared with a peer group of funds as determined by Broadridge (“Expense Peers”) and the investment performance of the Fund as compared with a peer group of funds (“Performance Peers”) and other metrics, as applicable; (b) information on the composition of the Expense Peers and Performance Peers, and a description of Broadridge’s methodology; (c) information on the estimated profits realized by BlackRock and its affiliates pursuant to the Agreement and a discussion offall-out benefits to BlackRock and its affiliates; (d) a general analysis provided by BlackRock concerning investment management fees received in connection with other types of investment products, such as institutional accounts,sub-advised mutual funds, ETFs,closed-end funds,open-end funds, and separately managed accounts under similar investment mandates, as well as the performance of such other products, as applicable; (e) review ofnon-management fees; (f) the existence, impact and sharing of potential economies of scale, if any, with the Fund; (g) a summary of aggregate amounts paid by the Fund to BlackRock; (h) sales and redemption data regarding the Fund’s shares; and (i) various additional information requested by the Board as appropriate regarding BlackRock’s and the Fund’s operations.
At the April Meeting, the Board reviewed materials relating to its consideration of the Agreement. As a result of the discussions that occurred during the April Meeting, and as a culmination of the Board’s year-long deliberative process, the Board presented BlackRock with questions and requests for additional information. BlackRock responded to these requests with additional written information in advance of the May Meeting.
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| DISCLOSUREOF INVESTMENT ADVISORY AGREEMENT | | | 17 | |
Disclosure of Investment Advisory Agreement (continued)
At the May Meeting, the Board concluded its assessment of, among other things: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Fund as compared with Performance Peers and other metrics, as applicable; (c) the advisory fee and the estimated cost of the services and estimated profits realized by BlackRock and its affiliates from their relationship with the Fund; (d) the Fund’s fees and expenses compared to Expense Peers; (e) the sharing of potential economies of scale;(f) fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with the Fund; and (g) other factors deemed relevant by the Board Members.
The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management, and BlackRock’s services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRock personnel to engage in open, candid discussions with the Board. The Board did not identify any particular information as determinative, and each Board Member may have attributed different weights to the various items considered.
A. Nature, Extent and Quality of the Services Provided by BlackRock: The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services and the resulting performance of the Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of mutual funds, relevant benchmark, and performance metrics, as applicable. The Board met with BlackRock’s senior management personnel responsible for investment activities, including the senior investment officers. The Board also reviewed the materials provided by the Fund’s portfolio management team discussing the Fund’s performance and the Fund’s investment objective, strategies and outlook.
The Board considered, among other factors, with respect to BlackRock: the number, education and experience of investment personnel generally and the Fund’s portfolio management team; BlackRock’s research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRock’s compensation structure with respect to the Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.
In addition to investment advisory services, the Board considered the nature and quality of the administrative and othernon-investment advisory services provided to the Fund. BlackRock and its affiliates provide the Fund with certain administrative, shareholder and other services (in addition to any such services provided to the Fund by third parties) and officers and other personnel as are necessary for the operations of the Fund. In particular, BlackRock and its affiliates provide the Fund with administrative services including, among others: (i) responsibility for disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily accounting and pricing; (iii) responsibility for periodic filings with regulators; (iv) overseeing and coordinating the activities of other service providers, including, among others, the Fund’s custodian, fund accountant, transfer agent, and auditor; (v) organizing Board meetings and preparing the materials for such Board meetings; (vi) providing legal and compliance support; (vii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certainopen-end funds; and (viii) performing or managing administrative functions necessary for the operation of the Fund, such as tax reporting, expense management, fulfilling regulatory filing requirements, overseeing the Fund’s distribution partners, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal & compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.
B. The Investment Performance of the Fund and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of the Fund. In preparation for the April Meeting, the Board was provided with reports independently prepared by Broadridge, which included a comprehensive analysis of the Fund’s performance as of December 31, 2018. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to its Performance Peers. The Board and its Performance Oversight Committee regularly review, and meet with Fund management to discuss, the performance of the Fund throughout the year.
In evaluating performance, the Board focused particular attention on funds with less favorable performance records. The Board also noted that while it found the data provided by Broadridge generally useful, it recognized the limitations of such data, including in particular, that notable differences may exist between a fund and the Performance Peer funds (for example, the investment objective(s) and investment strategies). Further, the Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. The Board also acknowledged that long-term performance could be impacted by even one period of significant outperformance or underperformance, and that a single investment theme could have the ability to affect long-term performance disproportionately.
The Board noted that for each of theone-, three- and five-year periods reported, the Fund ranked in the third quartile against its Performance Peers.
C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services and Estimated Profits Realized by BlackRock and its Affiliates from their Relationship with the Fund: The Board, including the Independent Board Members, reviewed the Fund’s contractual management fee rate compared with those of its Expense Peers. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared the Fund’s total expense ratio, as well as its actual management fee rate, to those of its Expense Peers. The total expense ratio represents a fund’s total net operating expenses, including any12b-1 or non12b-1 service fees. The total expense ratio gives effect to any expense reimbursements or fee waivers that benefit a fund, and the actual management fee rate gives effect to any management fee reimbursements or waivers that benefit a fund. The Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts andsub-advised mutual funds (including mutual funds sponsored by third parties).
The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Fund. The Board reviewed
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| 18 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
Disclosure of Investment Advisory Agreement (continued)
BlackRock’s estimated profitability with respect to the Fund and other funds the Board currently oversees for the year ended December 31, 2018 compared to available aggregate estimated profitability data provided for the prior two years. The Board reviewed BlackRock’s estimated profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the estimated profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at individual fund levels is difficult.
The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board reviewed BlackRock’s overall operating margin, in general, compared to that of certain other publicly-traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRock’s expense management, and the relative product mix.
In addition, the Board considered the estimated cost of the services provided to the Fund by BlackRock, and BlackRock’s and its affiliates’ estimated profits relating to the management of the Fund and the other funds advised by BlackRock and its affiliates. As part of its analysis, the Board reviewed BlackRock’s methodology in allocating its costs of managing the Fund, to the Fund. The Board considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreement and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time, assumption of risk, and liability profile in servicing the Fund, including in contrast to what is required of BlackRock with respect to other products with similar investment mandates across theopen-end fund, ETF,closed-end fund,sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable.
The Board noted that the Fund’s contractual management fee rate ranked in the third quartile, and that the actual management fee rate and total expense ratio each ranked in the fourth quartile relative to the Expense Peers. The Board also noted that the Fund has an advisory fee arrangement that includes breakpoints that adjust the fee rate downward as the size of the Fund increases above certain contractually specified levels. The Board noted that if the size of the Fund were to decrease, the Fund could lose the benefit of one or more breakpoints.
D. Economies of Scale: The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Fund increase, including the existence of fee waivers and/or expense caps, as applicable, noting that any contractual fee waivers and expense caps had been approved by the Board. The Board also considered the extent to which the Fund benefits from such economies in a variety of ways and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable the Fund to more fully participate in these economies of scale. The Board considered the Fund’s asset levels and whether the current fee schedule was appropriate. In their consideration, the Board Members took into account the existence of any expense caps and further considered the continuation and/or implementation, as applicable, of such caps.
E. Other Factors Deemed Relevant by the Board Members: The Board, including the Independent Board Members, also took into account other ancillary or“fall-out” benefits that BlackRock or its affiliates may derive from BlackRock’s respective relationships with the Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Fund, including for administrative, distribution, securities lending and cash management services. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, BlackRock may use and benefit from third party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.
In connection with its consideration of the Agreement, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.
The Board noted the competitive nature of theopen-end fund marketplace, and that shareholders are able to redeem their Fund shares if they believe that the Fund’s fees and expenses are too high or if they are dissatisfied with the performance of the Fund.
Conclusion
The Board, including the Independent Board Members, unanimously approved the continuation of the Agreement between the Manager and the Trust, on behalf of the Fund, for aone-year term ending June 30, 2020. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the Agreement, the Board did not identify any single factor or group of factors asall-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination.
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| DISCLOSUREOF INVESTMENT ADVISORY AGREEMENT | | | 19 | |
Trustee and Officer Information
Mark Stalnecker, Chair of the Board and Trustee
Bruce R. Bond, Trustee
Susan J. Carter, Trustee
Collette Chilton, Trustee
Neil A. Cotty, Trustee
Lena G. Goldberg, Trustee
Robert M. Hernandez, Trustee
Henry R. Keizer, Trustee
Cynthia A. Montgomery, Trustee
Donald C. Opatrny, Trustee
Joseph P. Platt, Trustee
Kenneth L. Urish, Trustee
Claire A. Walton, Trustee
Robert Fairbairn, Trustee
John M. Perlowski, Trustee, President and Chief Executive Officer
Thomas Callahan, Vice President
Jennifer McGovern, Vice President
Neal J. Andrews, Chief Financial Officer
Jay M. Fife, Treasurer
Charles Park, Chief Compliance Officer
Lisa Belle, Anti-Money Laundering Compliance Officer
Janey Ahn, Secretary
Effective September 19, 2019, Lisa Belle replaced John MacKessy as the Anti-Money Laundering Compliance Officer of the Trust.
Effective September 19, 2019, Janey Ahn replaced Benjamin Archibald as the Secretary of the Trust.
Investment Adviser
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
Distributor
BlackRock Investments, LLC
New York, NY 10022
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Boston, MA 02116
Legal Counsel
Sidley Austin LLP
New York, NY 10019
Address of the Trust
100 Bellevue Parkway
Wilmington, DE 19809
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| 20 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
Additional Information
General Information
Electronic Delivery
Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports and prospectuses by enrolling in the electronic delivery program. Electronic copies of shareholder reports and prospectuses are available on BlackRock’s website.
To enroll in electronic delivery:
Shareholders Who Hold Accounts with Investment 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 files its complete schedule of portfolio holdings with the SEC each month on Form N-MFP. The Fund’s reports on Form N-MFP are available on the SEC’s website at sec.gov. The Fund makes portfolio holdings available to shareholders on its website at blackrock.com.
Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling(800) 626-1960; (2) atblackrock.com; and (3) on the SEC’s website at sec.gov.
Availability of Proxy Voting Record
Information about how the Fund voted proxies relating to securities held in the Fund’s portfolio during the most recent12-month period ended June 30 is available upon request and without charge (1) atblackrock.com or by calling(800) 626-1960; and (2) on the SEC’s website at sec.gov.
BlackRock Privacy Principles
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding theirnon-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 personalnon-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 tonon-affiliated third parties anynon-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. Thesenon-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 tonon-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 thenon-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
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| ADDITIONAL INFORMATION | | | 21 | |
Glossary of Terms Used in this Report
| | |
| Portfolio Abbreviations |
| |
| LIBOR | | London Interbank Offered Rate |
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| 22 | | 2019 BLACKROCK SEMI-ANNUAL REPORTTO SHAREHOLDERS |
Want to know more?
blackrock.com | 877-275-1255 (1-877-ASK-1BLK)
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 currentmonth-end performance information, call(800) 626-1960. The Fund’s current7-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.
RETRES-10/19-SAR
| Item 2 – | Code of Ethics – Not Applicable to this semi-annual report |
| Item 3 – | Audit Committee Financial Expert – Not Applicable to this semi-annual report |
| Item 4 – | Principal Accountant Fees and Services – Not Applicable to this semi-annual report |
| Item 5 – | Audit Committee of Listed Registrants – Not Applicable |
(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous FormN-CSR filing.
| Item 7 – | Disclosure of Proxy Voting Policies and Procedures forClosed-End Management Investment Companies – Not Applicable |
| Item 8 – | Portfolio Managers ofClosed-End Management Investment Companies – Not Applicable |
| Item 9 – | Purchases of Equity Securities byClosed-End Management Investment Company and Affiliated Purchasers – Not Applicable |
| Item 10 – | Submission of Matters to a Vote of Security Holders –There have been no material changes to these procedures. |
| Item 11 – | Controls and Procedures |
(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule30a-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 Rule30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| Item 12 – | Disclosure of Securities Lending Activities forClosed-End Management Investment Companies – Not Applicable |
| Item 13 – | Exhibits attached hereto |
(a)(1) – Code of Ethics – Not Applicable to this semi-annual report
(a)(2) – Certifications – Attached hereto
(a)(3) – Not Applicable
(a)(4) – Not Applicable
(b) – Certifications – Attached hereto
2
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Retirement Reserves Money Fund of Retirement Series Trust
| | | | |
| | By: | | /s/ John M. Perlowski |
| | | | | John M. Perlowski |
| | | | Chief Executive Officer (principal executive officer) of |
| | | | Retirement Reserves Money Fund of Retirement Series Trust |
| |
| | Date: January 3, 2020 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
| | | By: | | /s/ John M. Perlowski |
| | | | John M. Perlowski |
| | | | Chief Executive Officer (principal executive officer) of |
| | | | Retirement Reserves Money Fund of Retirement Series Trust |
| |
| | Date: January 3, 2020 |
| | |
| | By: | | /s/ Neal J. Andrews |
| | | | Neal J. Andrews |
| | | | Chief Financial Officer (principal financial officer) of |
| | | | Retirement Reserves Money Fund of Retirement Series Trust |
| |
| | Date: January 3, 2020 |
3
