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:811-02556
Name of Fund: Ready Assets Government Liquidity Fund
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, Ready Assets Government
Liquidity Fund, 55 East 52nd Street, New York, NY 10055
Registrant’s telephone number, including area code: (800)441-7762
Date of fiscal year end: 04/30/2019
Date of reporting period: 04/30/2019
Item 1 – Report to Stockholders
APRIL 30, 2019
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ANNUAL REPORT | | ![LOGO](https://capedge.com/proxy/N-CSR/0001193125-19-190301/g657076g65b16.jpg) |
Ready Assets Government Liquidity 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 www.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.
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Not FDIC Insured • May Lose Value • No Bank Guarantee |
The Markets in Review
Dear Shareholder,
In the 12 months ended April 30, 2019, the U.S. equity and bond markets posted positive returns while weathering significant volatility. Though the market’s appetite for risk remained healthy for most of the reporting period, risk taking declined sharply in late 2018. Thereafter, global equity markets rebounded strongly, as inflation diminished and the U.S. Federal Reserve (the “Fed”) announced a shift to less restrictive monetary policy.
Volatility rose in emerging market stocks, as the rising U.S. dollar and higher interest rates in the U.S. disrupted economic growth abroad. U.S.-China trade relations and debt concerns adversely affected the Chinese stock market, while Turkey and Argentina became embroiled in currency crises, largely due to hyperinflation in both countries. An economic slowdown in Europe also led to negative performance for European equities. However, recent economic data indicates that Europe may emerge from its economic soft patch, reinvigorated by a manufacturing rebound and China’s economic stimulus.
In the U.S. equity market, volatility spiked in October, as a wide range of risks were brought to bear on markets, ranging from rising interest rates and slowing global growth to heightened trade tensions and political turmoil in several countries, including the United States. These risks manifested in a broad-basedsell-off in December, leading to the worst December performance on record since 1931.
By comparison, fixed-income securities delivered modest positive returns with relatively low volatility. In fixed-income markets, short-term U.S. Treasury yields rose, while longer-term yields declined slightly. This led to positive returns for U.S. Treasuries and a substantial flattening of the yield curve. Investment-grade and high-yield corporate bonds also posted positive returns, as the credit fundamentals in corporate markets remained relatively solid.
The Fed shifted to a more patient perspective on the economy after increasing interest rates three times. In its last four meetings, the Fed left interest rates unchanged and signaled a slower pace of rate hikes in response to the global economic slowdown. Relatively low inflation and modest economic growth give the Fed room to maintain support for the economy until the economic data builds the case for changing interest rates. Similarly, the European Central Bank signaled a continuation of accommodative monetary policy, while China committed to looser credit conditions and an increase in fiscal spending. The shift toward more stimulative economic policy helped equity markets rebound in 2019.
We continue to believe the probability of recession in 2019 remains relatively low. Economic growth and global earnings are likely to slow somewhat in 2019 because the tax cut stimulus will be less pronounced, and the Fed’s rate hikes in 2018 will gain traction in 2019. We expect profit margins to continue to contract, which tends to happen late in the business cycle.
In this environment, U.S. and emerging market equities remain relatively attractive. Within U.S. equities, we believe that companies with high-quality earnings and strong balance sheets offer the most attractive risk/rewardtrade-off. For bonds, U.S. Treasuries are likely to help buffer against volatility in risk assets, while income from other types of bonds can continue to offer steady returns.
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,
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-19-190301/g656899sig_01mips.jpg)
Rob Kapito
President, BlackRock Advisors, LLC
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-19-190301/g656899photo_01mips.jpg)
Rob Kapito
President, BlackRock Advisors, LLC
| | | | |
Total Returns as of April 30, 2019 |
| | 6-month | | 12-month |
U.S. large cap equities (S&P 500® Index) | | 9.76% | | 13.49% |
U.S. small cap equities (Russell 2000® Index) | | 6.06 | | 4.61 |
International equities (MSCI Europe, Australasia, Far East Index) | | 7.45 | | (3.22) |
Emerging market equities (MSCI Emerging Markets Index) | | 13.76 | | (5.04) |
3-month Treasury bills (ICE BofAML3-Month U.S. Treasury Bill Index) | | 1.18 | | 2.18 |
U.S. Treasury securities (ICE BofAML10-Year U.S. Treasury Index) | | 7.09 | | 6.44 |
U.S. investment grade bonds (Bloomberg Barclays U.S. Aggregate Bond Index) | | 5.49 | | 5.29 |
Tax-exempt municipal bonds (S&P Municipal Bond Index) | | 5.36 | | 5.84 |
U.S. high yield bonds (Bloomberg Barclays U.S. Corporate High Yield 2% Issuer Capped Index) | | 5.54 | | 6.74 |
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 12-Month Period Ended April 30, 2019
Noteworthy market conditions for the year ended April 30, 2019 included the patient pause and dovish pivot by the Federal Open Market Committee (“FOMC”), the ongoing gradual reduction of the Fed’s balance sheet, increased Treasury bill issuance and various geopolitical events including trade-tariffs, Brexit uncertainty, and fears of slowing global growth. 2018 was generally a strong year for cash as an asset class in terms of return and flows, but a relatively a volatile year for the overall financial markets.
Throughout 2018 and into 2019, a weaker-than-expected jobs report emerged, and concerns about global growth evidenced in the weak indicators of the purchasing manufacturers index (“PMI”) and Institute for Supply Management Indices in addition to weakening core inflation measurements. Of note, one of the latest readings for a key Eurozone PMI pointed to the steepest pace of contraction since April 2013.
As expected, the FOMC left rates unchanged at its meeting in April in the 2.25%-2.50% range. The FOMC’s statement issued in conjunction with the meeting emphasized a slowing of growth, and reduced consumer spending and business investment. As was generally expected, the “forward guidance” part of their statement was altered to signifying greater emphasis on a more “data dependent” approach to monetary policy. Another significant change, which was included in the Summary of Economic Projections at the March meeting, was an update to the FOMC’s “dot plot” interest rate forecast, with the median “dot” reflecting broad consensus for no hikes in 2019 (down from two projected hikes as of December), one hike for 2020, and no hikes for 2021. While none of the individual “dots” reflected a rate cut in 2019, futures contracts for federal funds reflected around a 75% chance of such a move.
U.S. Treasury bill supply was relatively strong for the year, hitting record levels for net new issuance of $384 billion in 2018. Furthermore, in October 2018, the U.S. Treasury introduced thetwo-month Treasury bill to the market with a $25 billion initial offering while moving the auction for four-week and eight-week Treasury bills to Thursdays. Also of note, the agencies issued floating rate notes indexed to the Secured Overnight Financing Rate (“SOFR”), a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities and the reference rate eventually expected to replace the London Inter-Bank Offered Rate (“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. However, in 2019, growing investor pessimism was reflected in the inversion of the yield spread between the three-month Treasury bill andten-year Treasury note, a recession indicator that’s reportedly closely watched by the Fed. This has left many investors cautiously grabbing duration while there is still a slight risk for interest rate hikes in the future.
Credit spreads as evidenced by the three-month LIBOR overnight-indexed swap(“3ML-OIS”) generally tightened from 0.20% to 0.17% in late April as an equilibrium between investors and issuers appeared to have generally been established for at least the time being. The3ML-OIS has continued to grind tighter over the year as the spread was as wide as 0.59% in April 2018. Of note, during February, there were two largeone-day declines in three-month LIBOR. Specifically, investors witnessed the three-month-LIBOR reset 0.04% lower on February 7, 2019 — the largestone-day drop since 2009 — followed by a 0.03% drop on February 18. In our opinion, we view these large movements in LIBOR as the index harmonizing toward executed levels in the certificate of deposit and commercial paper markets.
Growing global headwinds and cross-currents suggest, in our view, that an increasingly high bar exists for the FOMC to consider raising interest rates this year. In fact, any further normalization of rates during the present cycle would be dependent on notable upward pressure in real or expected inflation, particularly in light of indicators the FOMC may tolerate higher inflation as well as sustained easing in financial conditions. In our opinion, credit spreads should generally remain range bound in the near term.
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 ANNUAL REPORTTO SHAREHOLDERS |
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Fund Information as of April 30, 2019 | | Ready Assets Government Liquidity Fund |
Investment Objective
Ready Assets Government Liquidity Fund’s (the “Fund”) investment objective is to seek preservation of capital, liquidity and the highest possible current income consistent with this objective available from investing in a diversified portfolio of short-term money market securities.
On May 15, 2019, the Board of Trustees of the Fund approved a proposal to extend the closing of the Fund to share purchases. Accordingly, effective on November 29, 2019, the Fund will no longer accept share purchase orders.
CURRENTSEVEN-DAY YIELDS
| | | | | | | | |
| | 7-Day SEC Yield | | | 7-Day Yield | |
As of April 30, 2019 | | | 1.65 | % | | | 1.65 | % |
The7-Day SEC Yield may differ from the7-Day Yield shown above due to the fact that the7-Day SEC Yield excludes distributed capital gains.
Past performance is not indicative of future results.
PORTFOLIO COMPOSITION
| | | | |
| | Percent of Net Assets | |
U.S. Government Sponsored Agency Obligations | | | 33 | % |
Repurchase Agreements | | | 51 | |
U.S. Treasury Obligations | | | 20 | |
Liabilities in Excess of Other Assets | | | (4 | ) |
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 November 1, 2018 and held through April 30, 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 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 examples 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 (11/01/18) | | | Ending Account Value (04/30/19) | | | Expenses Paid During the Period (a) | | | | | | Beginning Account Value (11/01/18) | | | Ending Account Value (04/30/19) | | | Expenses Paid During the Period (a) | | | Annualized Expense Ratio | |
Ready Assets Government Liquidity Fund | | $ | 1,000.00 | | | $ | 1,008.00 | | | $ | 3.93 | | | | | | | $ | 1,000.00 | | | $ | 1,020.88 | | | $ | 3.96 | | | | 0.79 | % |
| (a) | Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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 365. | |
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FUND INFORMATION / DISCLOSUREOF EXPENSES | | | 5 | |
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Schedule of Investments April 30, 2019 | | Ready Assets Government Liquidity Fund (Percentages shown are based on Net Assets) |
| | | | | | | | |
Security | | Par (000) | | | Value | |
|
U.S. Government Sponsored Agency Obligations — 33.1% | |
Federal Home Loan Bank: | | | | | | | | |
2.45%, 05/23/19 | | $ | 6,130 | | | $ | 6,130,000 | |
2.43%, 06/07/19 | | | 5,490 | | | | 5,490,000 | |
(1 mo. LIBOR US - 0.06%), 2.42%, 09/27/19(a) | | | 16,000 | | | | 16,000,000 | |
Federal Home Loan Bank Discount Notes(b): | | | | | | | | |
2.42%, 05/02/19 - 10/09/19 | | | 30,200 | | | | 30,012,185 | |
2.45%, 05/07/19 - 09/27/19 | | | 26,245 | | | | 26,089,254 | |
2.39%, 05/10/19 | | | 8,635 | | | | 8,629,841 | |
2.46%, 05/14/19 | | | 30,895 | | | | 30,867,718 | |
2.43%, 05/15/19 - 10/21/19 | | | 49,715 | | | | 49,535,529 | |
2.47%, 05/29/19 - 09/20/19 | | | 45,325 | | | | 45,048,727 | |
2.52%, 06/21/19 | | | 7,370 | | | | 7,344,002 | |
2.41%, 07/05/19 - 07/30/19 | | | 23,170 | | | | 23,050,658 | |
2.40%, 07/08/19 - 07/12/19 | | | 21,860 | | | | 21,758,022 | |
2.44%, 07/11/19 - 10/30/19 | | | 26,630 | | | | 26,468,494 | |
2.49%, 10/11/19 | | | 2,690 | | | | 2,660,099 | |
Federal Home Loan Bank Variable Rate Notes(a): | | | | | | | | |
(3 mo. LIBOR US - 0.16%), 2.47%, 06/20/19 | | | 8,000 | | | | 8,000,000 | |
(1 mo. LIBOR US - 0.105%), 2.38%, 07/19/19 | | | 26,545 | | | | 26,545,000 | |
(3 mo. LIBOR US - 0.14%), 2.49%, 12/19/19 | | | 6,980 | | | | 6,980,000 | |
Freddie Mac Discount Notes, 2.42%, 05/20/19(b) | | | 2,945 | | | | 2,941,270 | |
Freddie Mac Variable Rate Notes (1 mo. LIBOR US - 0.1%), 2.37%, 08/08/19(a) | | | 15,465 | | | | 15,462,919 | |
| | | | | | | | |
| |
Total U.S. Government Sponsored Agency Obligations — 33.1% (Cost — $359,013,718) | | | | 359,013,718 | |
| | | | | | | | |
| | | | | | | | |
Security | | Par (000) | | | Value | |
|
U.S. Treasury Obligations — 19.5% | |
U.S. Treasury Bills(b): | | | | | | | | |
2.47%, 05/21/19 | | $ | 116,915 | | | $ | 116,757,814 | |
2.52%, 08/22/19 | | | 45,000 | | | | 44,653,231 | |
2.53%, 08/29/19 | | | 23,000 | | | | 22,811,783 | |
2.46%, 10/31/19 | | | 25,000 | | | | 24,697,615 | |
U.S. Treasury Notes: | | | | | | | | |
3.13%, 05/15/19 | | | 1,085 | | | | 1,085,272 | |
0.88% - 1.38%, 07/31/19 | | | 2,250 | | | | 2,242,266 | |
| | | | | | | | |
| |
Total U.S. Treasury Obligations — 19.5% (Cost — $212,247,981) | | | | 212,247,981 | |
| | | | | | | | |
| |
Total Repurchase Agreements — 51.3% (Cost — $558,000,000) | | | | 558,000,000 | |
| | | | | | | | |
| |
Total Investments — 103.9% (Cost — $1,129,261,699*) | | | | 1,129,261,699 | |
| |
Liabilities in Excess of Other Assets — (3.9)% | | | | (42,004,460 | ) |
| | | | | | | | |
| |
Net Assets — 100.0% | | | $ | 1,087,257,239 | |
| | | | | | | | |
* | Cost for U.S. federal income tax purposes. |
(a) | Variable rate security. Rate shown is the rate in effect as of period end. |
(b) | 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. | | | 2.75 | % | | | 04/30/19 | | | | 05/01/19 | | | $ | 114,000 | | | $ | 114,000 | | | $114,008,708 | | | | U.S. Treasury Obligation, 0.00% to 2.50%, due 4/23/20 to 8/15/47 | | $143,101,136 | | $116,280,000 |
J.P. Morgan Securities LLC | | | 2.75 | | | | 04/30/19 | | | | 05/01/19 | | | | 150,000 | | | | 150,000 | | | 150,011,458 | | | | U.S. Treasury Obligation, 3.00%, due 10/31/25 | | 147,554,800 | | 153,000,015 |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 2.73 | | | | 04/30/19 | | | | 05/01/19 | | | | 5,000 | | | | 5,000 | | | 5,000,379 | | | | U.S. Treasury Obligation, 0.13%, due 1/15/22 | | 4,604,000 | | 5,100,109 |
Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | 2.75 | | | | 04/30/19 | | | | 05/01/19 | | | | 150,000 | | | | 150,000 | | | 150,011,458 | | | | U.S. Government Sponsored Agency Obligation, 4.00%, due 4/20/47 | | 220,759,368 | | 153,000,000 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Merrill Lynch, Pierce, Fenner & Smith, Inc. | | | $ | 155,000 | | | | | | | | | | | $158,100,109 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mizuho Securities USA, Inc. | | | 2.75 | | | | 04/30/19 | | | | 05/01/19 | | | | 15,000 | | | | 15,000 | | | 15,001,146 | | | | U.S. Treasury Obligation, 2.75% to 3.13%, due 5/15/21 to 11/15/23 | | 14,825,100 | | 15,300,045 |
TD Securities (USA) LLC | | | 2.75 | | | | 04/30/19 | | | | 05/01/19 | | | | 4,000 | | | | 4,000 | | | 4,000,306 | | | | U.S. Treasury Obligation, 2.63%, due 2/15/29 | | 4,027,900 | | 4,080,045 |
TD Securities (USA) LLC | | | 2.77 | | | | 04/30/19 | | | | 05/01/19 | | | | 120,000 | | | | 120,000 | | | 120,009,233 | | | | U.S. Government Sponsored Agency Obligation, 4.00% to 4.50%, due 4/01/47 to 3/01/49 | | 132,877,215 | | 123,600,000 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total TD Securities (USA) LLC | | | $ | 124,000 | | | | | | | | | | | $127,680,045 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | $ | 558,000 | | | | | | | | | | | $570,360,214 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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6 | | 2019 BLACKROCK ANNUAL REPORTTO SHAREHOLDERS |
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Schedule of Investments (continued) April 30, 2019 | | Ready Assets Government Liquidity 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) | | $ | — | | | $ | 1,129,261,699 | | | $ | — | | | $ | 1,129,261,699 | |
| | | | | | | | | | | | | | | | |
| (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
April 30, 2019
| | | | |
| | Ready Assets Government Liquidity Fund | |
| |
ASSETS | | | | |
Investments at value — unaffiliated (cost — $571,261,699) | | $ | 571,261,699 | |
Cash | | | 146,972 | |
Repurchase agreements at value (cost — $558,000,000) | | | 558,000,000 | |
Receivables: | | | | |
Capital shares sold | | | 406,815 | |
Interest — unaffiliated | | | 228,769 | |
Prepaid expenses | | | 54,979 | |
| | | | |
Total assets | | | 1,130,099,234 | |
| | | | |
| |
LIABILITIES | | | | |
Payables: | | | | |
Investments purchased | | | 33,804,017 | |
Capital shares redeemed | | | 8,072,901 | |
Distribution fees | | | 151,917 | |
Income dividend distributions | | | 7 | |
Investment advisory fees | | | 402,586 | |
Directors’ and Officer’s fees | | | 981 | |
Other accrued expenses | | | 405,274 | |
Other affiliates | | | 4,312 | |
| | | | |
Total liabilities | | | 42,841,995 | |
| | | | |
| |
NET ASSETS | | $ | 1,087,257,239 | |
| | | | |
| |
NET ASSETS CONSIST OF | | | | |
Paid-in capital | | $ | 1,087,238,652 | |
Accumulated earnings | | | 18,587 | |
| | | | |
Net Assets, $1.00 net asset value per share, 1,087,238,653 shares outstanding, unlimited number of shares authorized, par value $0.10 per share | | $ | 1,087,257,239 | |
| | | | |
See notes to financial statements.
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8 | | 2019 BLACKROCK ANNUAL REPORTTO SHAREHOLDERS |
Statement of Operations
Year Ended April 30, 2019
| | | | |
| | Ready Assets Government Liquidity Fund | |
| |
INVESTMENT INCOME | | | | |
Interest — unaffiliated | | $ | 31,112,859 | |
| | | | |
| |
EXPENSES | | | | |
Investment advisory | | | 6,069,432 | |
Service and distribution | | | 1,793,567 | |
Transfer agent | | | 3,077,398 | |
Registration | | | 95,449 | |
Board realignment and consolidation | | | 70,936 | |
Professional | | | 69,857 | |
Accounting services | | | 59,110 | |
Custodian | | | 39,263 | |
Printing | | | 29,967 | |
Trustees and Officer | | | 29,766 | |
Miscellaneous | | | 17,287 | |
| | | | |
Total expenses | | | 11,352,032 | |
Less fees waived and/or reimbursed by the Manager | | | (70,936 | ) |
| | | | |
Total expenses after fees waived and/or reimbursed | | | 11,281,096 | |
| | | | |
Net investment income | | | 19,831,763 | |
| | | | |
| |
REALIZED GAIN | | | | |
Net realized gain from investments | | | 11,885 | |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 19,843,648 | |
| | | | |
See notes to financial statements.
Statements of Changes in Net Assets
| | | | | | | | |
| | Ready Assets Government Liquidity Fund | |
| | Year Ended April 30, | |
| | 2019 | | | 2018 | |
| | |
INCREASE (DECREASE) IN NET ASSETS | | | | | | | | |
| | |
OPERATIONS | | | | | | | | |
Net investment income | | $ | 19,831,763 | | | $ | 7,743,349 | |
Net realized gain | | | 11,885 | | | | 4,196 | |
| | | | | | | | |
Net increase in net assets resulting from operations | | | 19,843,648 | | | | 7,747,545 | |
| | | | | | | | |
| | |
DISTRIBUTIONS TO SHAREHOLDERS(a)(b) | | | | | | | | |
Decrease in net assets resulting from distributions to shareholders | | | (19,831,763 | ) | | | (7,743,349 | ) |
| | | | | | | | |
| | |
CAPITAL SHARE TRANSACTIONS | | | | | | | | |
Net proceeds from sale of shares | | | 1,001,947,866 | | | | 1,169,323,704 | |
Reinvestment of distributions | | | 19,829,987 | | | | 7,740,091 | |
Cost of shares redeemed | | | (1,591,641,068 | ) | | | (1,412,536,112 | ) |
| | | | | | | | |
Net decrease in net assets derived from capital share transactions | | | (569,863,215 | ) | | | (235,472,317 | ) |
| | | | | | | | |
| | |
NET ASSETS(b) | | | | | | | | |
Total decrease in net assets | | | (569,851,330 | ) | | | (235,468,121 | ) |
Beginning of year | | | 1,657,108,569 | | | | 1,892,576,690 | |
| | | | | | | | |
End of year | | $ | 1,087,257,239 | | | $ | 1,657,108,569 | |
| | | | | | | | |
(a) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(b) | Prior year distribution character information and undistributed net investment income has been modified or removed to conform with current year RegulationS-X presentation changes. Refer to Note 9 for this prior year information. |
See notes to financial statements.
| | |
10 | | 2019 BLACKROCK ANNUAL REPORTTO SHAREHOLDERS |
Financial Highlights
(For a share outstanding throughout each period)
| | | | | | | | | | | | | | | | | | | | |
| | Ready Assets Government Liquidity Fund | |
| |
| | Year Ended April 30, | |
| | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
| | | | | |
Net asset value, beginning of year | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.0140 | | | | 0.0045 | | | | 0.0001 | | | | 0.0000 | (a) | | | 0.0000 | (a) |
Net realized gain | | | 0.0000 | (a) | | | 0.0000 | (a) | | | 0.0000 | (a) | | | 0.0000 | (a) | | | 0.0001 | |
| | | | | | | | | | | | | | | | | | | | |
Net increase from investment operations | | | 0.0140 | | | | 0.0045 | | | | 0.0001 | | | | 0.0000 | | | | 0.0001 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Distributions(b) | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.0140 | ) | | | (0.0045 | ) | | | (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 | | | (0.0140 | ) | | | (0.0045 | ) | | | (0.0001 | ) | | | (0.0000 | ) | | | (0.0001 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net asset value, end of year | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total Return(d) | | | | | | | | | | | | | | | | | | | | |
Based on net asset value | | | 1.41 | % | | | 0.45 | % | | | 0.01 | % | | | 0.00 | % | | | 0.01 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.78 | % | | | 0.77 | % | | | 0.74 | % | | | 0.74 | % | | | 0.72 | % |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed and paid indirectly | | | 0.78 | % | | | 0.76 | % | | | 0.51 | % | | | 0.29 | % | | | 0.23 | % |
| | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 1.37 | % | | | 0.44 | % | | | 0.01 | % | | | 0.00 | % | | | 0.00 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000) | | $ | 1,087,257 | | | $ | 1,657,109 | | | $ | 1,892,577 | | | $ | 2,060,595 | | | $ | 2,256,152 | |
| | | | | | | | | | | | | | | | | | | | |
(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. |
See notes to financial statements.
Notes to Financial Statements
Ready Assets Government Liquidity Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as anopen-end management investment company. The Fund is classified as diversified. The Fund is organized as a Massachusetts business trust.
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.
On May 15, 2019, the Board of Trustees of the Fund approved a proposal to extend the closing of the Fund to share purchases. Accordingly, effective on November 29, 2019, the Fund will no longer accept share purchase orders. Shareholders may continue to redeem their Fund shares at any time.
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 (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 an accrual basis.
Distributions: Distributions from net investment income are declared daily and paid monthly. 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.
Recent Accounting Standards:In March 2017, the Financial Accounting Standards Board issued Accounting Standards Update “Premium Amortization of Purchased Callable Debt Securities” which amends the amortization period for certain purchased callable debt securities. Under the new guidance, the premium amortization of purchased callable debt securities that have explicit,non-contingent call features and are callable at fixed prices will be amortized to the earliest call date. The guidance will be applied on a modified retrospective basis and is effective for fiscal years, and their interim periods, beginning after December 15, 2018. Management continues to evaluate the impact of this guidance to the Fund.
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 Manager, 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: 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 Fund’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. 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.
| | |
12 | | 2019 BLACKROCK ANNUAL REPORTTO SHAREHOLDERS |
Notes to Financial Statements (continued)
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. Pursuant to the custodial undertaking associated with atri-party repurchase arrangement, an unaffiliated third party custodian maintains accounts to hold collateral for a fund and its counterparties. Typically, a fund and counterparty are not permitted to sell,re-pledge or use the collateral absent a default by the counterparty or a fund, respectively.
In the event the counterparty defaults and the fair value of the collateral declines, a fund could experience losses, delays and costs in liquidating the collateral.
Repurchase agreements are entered into by a fund under Master Repurchase Agreements (each, an “MRA”). The MRA permits a 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, a fund would recognize a liability with respect to such excess collateral. The liability reflects a 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 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 Fees | |
First $500 Million | | | 0.500 | % |
$500 Million — $1 Billion | | | 0.400 | |
$1 Billion — $5 Billion | | | 0.350 | |
$5 Billion — $10 Billion | | | 0.325 | |
$10 Billion — $15 Billion | | | 0.300 | |
$15 Billion — $20 Billion | | | 0.275 | |
Greater than $20 Billion | | | 0.250 | |
Service and Distribution Fees:The Fund, entered into a Distribution Agreement and Shareholder Servicing Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution and Shareholder Servicing 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 0.125% based upon the Fund’s average daily net assets.
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 reimburses BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to shareholders.
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 net assets. For the year ended April 30, 2019, the fund paid $3,077,398 to affiliates of BlackRock in return for these services, which are included in transfer agent in the Statement of Operations.
Expense Waivers and Reimbursements:The Manager and BRIL have also voluntarily agreed to waive a portion of their respective management, investment advisory and 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 fees waived and/or reimbursed by the Manager. The Manager and BRIL may discontinue the waiver and/or reimbursement at any time.
For the year ended April 30, 2019, the Fund reimbursed the Manager for certain accounting services, which is included in accounting services in the Statement of Operations. The reimbursements were $16,267.
The Fund has incurred expenses in connection with the realignment and consolidation of the boards of trustees of certain BlackRock-advised funds. The Manager has voluntarily agreed to reimburse the Fund for all or a portion of such expenses, which amounts are included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the year ended April 30, 2019, the amount reimbursed was $70,936.
Interfund Lending: In accordance with an exemptive order (the “Order”) from the U.S. Securities and Exchange Commission (“SEC”), the Fund may participate in a joint lending and borrowing facility for temporary purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the Fund’s investment policies and restrictions. The Fund is currently permitted to borrow and lend under the Interfund Lending Program.
A lending BlackRock fund may lend in aggregate up to 15% of its net assets, but may not lend more than 5% of its net assets to any one borrowing fund through the Interfund Lending Program. A borrowing BlackRock fund may not borrow through the Interfund Lending Program or from any other source more than 33 1/3% of its total assets (or any lower threshold provided for by the fund’s investment restrictions). If a borrowing BlackRock fund’s total outstanding borrowings exceed 10% of its total
| | | | |
NOTESTO FINANCIAL STATEMENTS | | | 13 | |
Notes to Financial Statements (continued)
assets, each of its outstanding interfund loans will be subject to collateralization of at least 102% of the outstanding principal value of the loan. All interfund loans are for temporary or emergency purposes and the interest rate to be charged will be the average of the highest current overnight repurchase agreement rate available to a lending fund and the bank loan rate, as calculated according to a formula established by the Board.
During the year ended April 30, 2019, the Fund did not participate in the Interfund Lending Program.
Trustees and Officers:Certain trustees and/or officers of the Fund are trustees 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 April 30, 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.
The tax character of distributions was as follows:
| | | | | | | | |
| | 4/30/2019 | | | 4/30/2018 | |
Ordinary income | | $ | 19,831,763 | | | $ | 7,743,349 | |
| | | | | | | | |
| | $ | 19,831,763 | | | $ | 7,743,349 | |
| | | | | | | | |
As of period end, the tax components of accumulated earnings were as follows:
| | | | |
Undistributed ordinary income | | $ | 15,501 | |
Undistributed long-term capital gains | | | 3,086 | |
| | | | |
| | $ | 18,587 | |
| | | | |
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.
9. | REGULATIONS-X AMENDMENTS |
On August 17, 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act ReleaseNo. 33-10532, Disclosure Update and Simplification. The Fund has adopted the amendments pertinent to RegulationS-X in this shareholder report. The amendments impacted certain disclosure presentation on the Statement of Assets and Liabilities, Statements of Changes in Net Assets and Notes to Financial Statements.
Prior year distribution information and undistributed net investment income in the Statements of Changes in Net Assets has been modified to conform to the current year presentation in accordance with the RegulationS-X changes.
| | |
14 | | 2019 BLACKROCK ANNUAL REPORTTO SHAREHOLDERS |
Notes to Financial Statements (continued)
Distributions for the year ended April 30, 2018 were classified as follows:
| | | | | | | | |
| | Net Investment Income | | | Net Realized Gain | |
Ready Assets Government Liquidity Fund | | $ | 7,740,843 | | | $ | 2,506 | |
Undistributed net investment income as of April 30, 2018 was $2,506.
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.
| | | | |
NOTESTO FINANCIAL STATEMENTS | | | 15 | |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of Ready Assets Government Liquidity Fund:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of Ready Assets Government Liquidity Fund (the “Fund”), including the schedule of investments, as of April 30, 2019, 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, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of April 30, 2019, and the results of its operations for the year then ended, and the changes in its net assets for each of the two years in the period 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.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Deloitte & Touche LLP
Boston, Massachusetts
June 21, 2019
We have served as the auditor of one or more BlackRock investment companies since 1992.
Important Tax Information (unaudited)
During the fiscal year ended April 30, 2019, the following information is provided with respect to the ordinary income distributions paid by the Fund:
| | | | | | | | | | |
Interest-Related Dividends and Qualified Short-Term Capital Gains for Non-U.S. Residents(a) | | | May 2018 — April 2019 | | | | 100.00 | % |
Federal Obligation Interest(b) | | | May 2018 — April 2019 | | | | 60.23 | |
| (a) | Represents the portion of the taxable ordinary income dividends eligible for exemption from U.S. withholding tax for nonresidents aliens and foreign corporations. | |
| (b) | 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. | |
| | |
16 | | 2019 BLACKROCK ANNUAL REPORTTO SHAREHOLDERS |
Trustee and Officer Information
| | | | | | | | |
Independent Trustees (a) |
| | | | |
Name Year of Birth (b) | | Position(s) Held (Length of Service) (c) | �� | 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 |
Mark Stalnecker 1951 | | Chair of the Board (Since 2019) and Trustee (Since 2015) | | Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee and Chair of the Finance and Investment Committees, Winterthur Museum and Country Estate from 2005 to 2016; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System from 2009 to 2017; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014; Director and Chair of the Audit Committee, SEI Private Trust Co. from 2001 to 2014. | | 38 RICs consisting of 183 Portfolios | | None |
Bruce R. Bond 1946 | | Trustee (Since 2019) | | Board Member, Amsphere Limited (software) since 2018; Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007. | | 38 RICs consisting of 183 Portfolios | | None |
Susan J. Carter 1956 | | Trustee (Since 2016) | | Director, Pacific Pension Institute from 2014 to 2018; 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 from 2015 to 2018 and Board Member thereof since 2018; Advisory Board Member, Bridges Fund Management since 2016; Trustee, Financial Accounting Foundation since 2017; Practitioner Advisory Board Member, Private Capital Research Institute (“PCRI”) since 2017. | | 38 RICs consisting of 183 Portfolios | | None |
Collette Chilton 1958 | | Trustee (Since 2015) | | Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006. | | 38 RICs consisting of 183 Portfolios | | None |
Neil A. Cotty 1954 | | Trustee (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. | | 38 RICs consisting of 183 Portfolios | | None |
Lena G. Goldberg 1949 | | Trustee (Since 2019) | | Senior Lecturer, Harvard Business School, since 2008; Director, Charles Stark Draper Laboratory, Inc. since 2013; FMR LLC/Fidelity Investments (financial services) from 1996 to 2008, serving in various senior roles including Executive Vice President – Strategic Corporate Initiatives and Executive Vice President and General Counsel; Partner, Sullivan & Worcester LLP from 1985 to 1996 and Associate thereof from 1979 to 1985. | | 38 RICs consisting of 183 Portfolios | | None |
Robert M. Hernandez 1944 | | Trustee (Since 2019) | | Director, Vice Chairman and Chief Financial Officer of USX Corporation (energy and steel business) from 1991 to 2001; Director andnon-executive Chairman, RTI International Metals, Inc. from 1990 to 2015; Director, TE Connectivity (electronics) from 2006 to 2012. | | 38 RICs consisting of 183 Portfolios | | Chubb Limited (insurance company); Eastman Chemical Company |
| | | | |
TRUSTEEAND OFFICER INFORMATION | | | 17 | |
Trustee and Officer Information (continued)
| | | | | | | | |
Independent Trustees (a)(continued) |
| | | | |
Name Year of Birth (b) | | Position(s) Held (Length of Service) (c) | | 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 |
Henry R. Keizer 1956 | | Trustee (Since 2019) | | Director, Park Indemnity Ltd. (captive insurer) since 2010; Director, MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. (financial and bank holding company) from 2014 to 2016; Director, American Institute of Certified Public Accountants from 2009 to 2011; Director, KPMG LLP (audit, tax and advisory services) from 2004 to 2005 and 2010 to 2012; Director, KPMG International in 2012, Deputy Chairman and Chief Operating Officer thereof from 2010 to 2012 and U.S. Vice Chairman of Audit thereof from 2005 to 2010; Global Head of Audit, KPMGI (consortium of KPMG firms) from 2006 to 2010; Director, YMCA of Greater New York from 2006 to 2010. | | 38 RICs consisting of 183 Portfolios | | Hertz Global Holdings (car rental); Montpelier Re Holdings, Ltd. (publicly held property and casualty reinsurance) from 2013 until 2015; Sealed Air Corp. (packaging); WABCO (commercial vehicle safety systems) |
Cynthia A. Montgomery 1952 | | Trustee (Since 2007) | | Professor, Harvard Business School since 1989. | | 38 RICs consisting of 183 Portfolios | | Newell Rubbermaid, Inc. (manufacturing) |
Donald C. Opatrny 1952 | | Trustee (Since 2019) | | Trustee, Vice Chair, Member of the Executive Committee and Chair of the Investment Committee, Cornell University since 2004; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014; Member of the Board and Investment Committee, University School from 2007 to 2018; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; Trustee, Artstor (a Mellon Foundation affiliate) from 2010 to 2015; President and Trustee, the Center for the Arts, Jackson Hole from 2011 to 2018; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Member of Affordable Housing Supply Board of Jackson, Wyoming since 2018; Member, Investment Funds Committee, State of Wyoming since 2017; Trustee, Phoenix Art Museum since 2018. | | 38 RICs consisting of 183 Portfolios | | None |
Joseph P. Platt 1947 | | Trustee (Since 2007) | | General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcastingnot-for-profit) since 2001; Chair, Basic Health International(non-profit) since 2015. | | 38 RICs consisting of 183 Portfolios | | Greenlight Capital Re, Ltd. (reinsurance company); Consol Energy Inc. |
Kenneth L. Urish 1951 | | Trustee (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. | | 38 RICs consisting of 183 Portfolios | | None |
| | |
18 | | 2019 BLACKROCK ANNUAL REPORTTO SHAREHOLDERS |
Trustee and Officer Information (continued)
| | | | | | | | |
Independent Trustees (a)(continued) |
| | | | |
Name Year of Birth (b) | | Position(s) Held (Length of Service) (c) | | 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 |
Claire A. Walton 1957 | | Trustee (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 from 2009 to 2018; Director, Woodstock Ski Runners since 2013; Director, Massachusetts Council on Economic Education from 2013 to 2015. | | 38 RICs consisting of 183 Portfolios | | None |
|
Interested Trustees (a)(d) |
| | | | |
Name Year of Birth (b) | | Position(s) Held (Length of Service) (c) | | 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 |
Robert Fairbairn 1965 | | Trustee (Since 2018) | | Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock’s Global Executive and Global Operating Committees;Co-Chair of BlackRock’s Human Capital Committee; Senior Managing Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock’s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head of BlackRock’s Retail and iShares® businesses from 2012 to 2016. | | 126 RICs consisting of 295 Portfolios | | None |
John M. Perlowski 1964 | | Trustee (Since 2015); President and Chief Executive Officer (Since 2010) | | Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | | 126 RICs consisting of 295 Portfolios | | None |
(a) The address of each Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. |
(b) Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Board may determine to extend the terms of Independent Trustees on acase-by-case basis, as appropriate. |
(c) Following the combination of MLIM and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Furthermore, effective January 1, 2019, three BlackRock Fund Complexes were realigned and consolidated into two BlackRock Fund Complexes. As a result, although the chart shows the year that each Independent Trustee joined the Board, certain Independent Trustees first became members of the boards of other BlackRock-advised Funds, legacy MLIM funds or legacy BlackRock funds as follows: Bruce R. Bond, 2005; Robert M. Hernandez, 1996; Cynthia A. Montgomery, 1994; Joseph P. Platt, 1999; Kenneth L. Urish, 1999; Lena G. Goldberg, 2016; Henry R. Keizer, 2016; Donald C. Opatrny, 2015. |
(d) Mr. Fairbairn and Mr. Perlowski are both “interested persons,” as defined in the 1940 Act, of the Fund based on their positions with BlackRock, Inc. and its affiliates. Mr. Fairbairn and Mr. Perlowski are also board members of the BlackRock Fixed-Income Complex. |
| | | | |
TRUSTEEAND OFFICER INFORMATION | | | 19 | |
Trustee and Officer Information (continued)
| | | | |
Officers Who Are Not Trustees (a) |
| | |
Name Year of Birth (b) | | Position(s) Held (Length of Service) | | Principal Occupation(s) During Past Five Years |
Thomas Callahan 1968 | | Vice President (Since 2016) | | Managing Director of BlackRock, Inc. since 2013; Member of the Board of Managers of BlackRock Investments, LLC (principal underwriter) since 2019 and Managing Director thereof since 2017; 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. |
Neal J. Andrews 1966 | | Chief Financial Officer (Since 2007) | | Chief Financial Officer of the iShares® exchange traded funds since 2019; Managing Director of BlackRock, Inc. since 2006. |
Jay M. Fife 1970 | | Treasurer (Since 2007) | | Managing Director of BlackRock, Inc. since 2007. |
Charles Park 1967 | | Chief Compliance Officer (Since 2014) | | Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the BlackRock Fixed-Income 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 theBFA-advised iShares® exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012. |
John MacKessy 1972 | | Anti-Money Laundering Compliance Officer (Since 2018) | | Director of BlackRock, Inc. since 2017; Global Head of Anti-Money Laundering at BlackRock, Inc. since 2017; Director of AML Monitoring and Investigations Group of Citibank from 2015 to 2017; Global Anti-Money Laundering and Economic Sanctions Officer for MasterCard from 2011 to 2015. |
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. |
(a) The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055. |
(b) Officers of the Fund serve at the pleasure of the Board. |
Further information about the Fund’s Trustees and Officers is available in the Fund’s Statement of Additional Information, which can be obtained without charge by calling (800)441-7762.
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 Fund
100 Bellevue Parkway
Wilmington, DE 19809
| | |
20 | | 2019 BLACKROCK ANNUAL REPORTTO SHAREHOLDERS |
Additional Information
Proxy Results
A Special Meeting of Shareholders was held on November 21, 2018 for shareholders of record on September 24, 2018, to elect a Board of Trustees of the Fund. The newly elected Trustees took office effective January 1, 2019.
Shareholders approved the Trustees* of Ready Assets Government Liquidity Fund with voting results as follows:
| | | | | | | | | | | | |
| | Votes For | | | Votes Against | | | Votes Abstained | |
Bruce R. Bond | | | 1,446,323,253 | | | | 56,580,600 | | | | 61,468,110 | |
Susan J. Carter | | | 1,452,389,317 | | | | 52,374,563 | | | | 59,608,082 | |
Collette Chilton | | | 1,449,478,896 | | | | 53,908,867 | | | | 60,984,200 | |
Neil A. Cotty | | | 1,446,273,654 | | | | 57,198,483 | | | | 60,899,825 | |
Robert Fairbairn | | | 1,394,118,031 | | | | 109,656,139 | | | | 60,597,792 | |
Lena G. Goldberg | | | 1,451,160,410 | | | | 53,227,425 | | | | 59,984,128 | |
Robert M. Hernandez | | | 1,444,538,640 | | | | 57,767,707 | | | | 62,065,615 | |
Henry R. Keizer | | | 1,447,766,486 | | | | 56,191,292 | | | | 60,414,185 | |
Cynthia A. Montgomery | | | 1,449,804,685 | | | | 53,955,588 | | | | 60,611,689 | |
Donald C. Opatrny | | | 1,444,848,864 | | | | 59,211,434 | | | | 60,311,665 | |
John M. Perlowski | | | 1,448,333,861 | | | | 54,623,463 | | | | 61,414,638 | |
Joseph P. Platt | | | 1,446,934,684 | | | | 56,199,862 | | | | 61,237,416 | |
Mark Stalnecker | | | 1,446,709,480 | | | | 56,939,080 | | | | 60,723,402 | |
Kenneth L. Urish | | | 1,445,578,775 | | | | 57,431,187 | | | | 61,362,000 | |
Claire A. Walton | | | 1,451,019,875 | | | | 53,116,424 | | | | 60,235,663 | |
| * | Denotes Fund-wide proposal and voting results. | |
The above Trustees, referred to as the BlackRock Multi-Asset Board, have also been elected to serve as trustees for other BlackRock-advised equity, multi-asset, index and money market funds.
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 for the first and third quarters of each fiscal year on FormN-Q. The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov. The Fund’s Form 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 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) athttp://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 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) athttp://www.blackrock.com or by calling(800) 626-1960; and (2) on the SEC’s website at http://www.sec.gov.
| | | | |
ADDITIONAL INFORMATION | | | 21 | |
Additional Information (continued)
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.
Glossary of Terms Used in this Report
| | |
Portfolio Abbreviations |
| |
LIBOR | | London Interbank Offered Rate |
| | |
22 | | 2019 BLACKROCK ANNUAL REPORTTO SHAREHOLDERS |
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.
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-19-190301/g657076leaf.jpg)
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RAGL-4/19-AR | | ![LOGO](https://capedge.com/proxy/N-CSR/0001193125-19-190301/g657076g98u13.jpg) |
Item 2 – | Code of Ethics – The registrant (or the “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 othernon-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, who calls1-800-441-7762. |
Item 3 – | Audit Committee Financial Expert – The registrant’s board of directors (the “board of directors”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: |
Neil A. Cotty
Robert M. Hernandez
Henry R. Keizer
Kenneth L. Urish
Claire A. Walton
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. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
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 Fund:
| | | | | | | | | | | | | | | | |
| | | | |
| | (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 |
Ready Assets Government Liquidity Fund | | $26,520 | | $26,520 | | $0 | | $0 | | $9,800 | | $9,800 | | $0 | | $0 |
The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “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 (the “Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not
2
including anysub-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”):
| | | | |
| | Current Fiscal Year End | | Previous Fiscal Year End |
(b) Audit-Related Fees1 | | $0 | | $0 |
(c) Tax Fees2 | | $0 | | $0 |
(d) All Other Fees3 | | $2,050,500 | | $2,274,000 |
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.
3Non-audit fees of $2,050,000 and $2,274,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(e)(1) Audit CommitteePre-Approval Policies and Procedures:
The Committee has adopted policies and procedures with regard to thepre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specificpre-approval by the Committee. The Committee also must approve othernon-audit services provided to the registrant and thosenon-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 thesenon-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 specificcase-by-case basis (“generalpre-approval”). The term of any generalpre-approval is 12 months from the date of thepre-approval, unless the Committee provides for a different period. Tax or othernon-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemedpre-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 thepre-approved cost levels will require specificpre-approval by the Committee, as will any other services not subject to generalpre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to generalpre-approval at the next regularly scheduledin-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 permittednon-audit services, including services exceedingpre-approved cost levels.
(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimus exception in paragraph (c)(7)(i)(C) of Rule2-01 of RegulationS-X.
(f) Not Applicable
(g) The aggregatenon-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:
| | | | | | | | |
| | Entity Name | | Current Fiscal Year End | | Previous Fiscal Year End | | |
| | Ready Assets Government Liquidity Fund | | $9,800 | | $9,800 | | |
3
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 an accounting research tool subscription were:
| | |
Current Fiscal Year End | | Previous Fiscal Year End |
$2,050,000 | | $2,274,000 |
These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(h) The Committee has considered and determined that the provision ofnon-audit services that were rendered to the Investment Adviser and the Affiliated Service Providers that were notpre-approved pursuant to paragraph (c)(7)(ii) of Rule2-01 of RegulationS-X is compatible with maintaining the principal accountant’s independence.
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 previousForm N-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.
4
(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 last fiscal quarter of 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 – See Item 2
(a)(2) Certifications – Attached hereto
(a)(3) Not Applicable
(a)(4) Not Applicable
(b) Certifications – Attached hereto
5
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.
| | |
Ready Assets Government Liquidity Fund |
| |
By: | | /s/ John M. Perlowski |
| | John M. Perlowski |
| | Chief Executive Officer (principal executive officer) of |
| | Ready Assets Government Liquidity Fund |
|
Date: July 8, 2019 |
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 |
| | Ready Assets Government Liquidity Fund |
|
Date: July 8, 2019 |
| |
By: | | /s/ Neal J. Andrews |
| | Neal J. Andrews |
| | Chief Financial Officer (principal financial officer) of |
| | Ready Assets Government Liquidity Fund |
|
Date: July 8, 2019 |
6