485APOS 1 d80953d485apos.htm BIF MONEY FUND BIF MONEY FUND
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As filed with the Securities and Exchange Commission on November 5, 2015
Securities Act File No.  002-59311
Investment Company Act File No. 811-02752


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 55
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 52
(Check appropriate box or boxes)

BIF MONEY FUND
(Exact Name of Registrant as Specified in Charter)

100 Bellevue Parkway, Wilmington, Delaware 19809
United States of America
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (800) 441-7762

John M. Perlowski
BIF MONEY FUND
55 East 52nd Street
New York, New York 10055
United States of America
(Name and Address of Agent for Service)

Copies to:
Counsel for the Fund:  
Laurin Blumenthal Kleiman, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019--6018
Benjamin Archibald, Esq.
BlackRock Advisors, LLC
55 East 52nd Street
New York, New York 10055
It is proposed that this filing will become effective (check appropriate box)
□    Immediately upon filing pursuant to paragraph (b)
□    On (date) pursuant to paragraph (b)
□    60 days after filing pursuant to paragraph (a)(1)
☒    On January 4, 2016 pursuant to paragraph (a)(1)
□    75 days after filing pursuant to paragraph (a)(2)
□    On (date) pursuant to paragraph (a)(2) of Rule 485


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If appropriate, check the following box:
□    This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Title of Securities Being Registered: Shares of beneficial interest, par value $.10 per share.
Master Money LLC also has executed this Registration Statement



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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2015
JANUARY [ ], 2016
Prospectus
BIF Government Securities Fund
CMGXX
BIF Money Fund
CMEXX
BIF Treasury Fund
CMTXX
This Prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference.
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
Not FDIC Insured • May Lose Value • No Bank Guarantee


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Table of Contents

    
Fund Overview Key facts and details about the Funds listed in this prospectus, including investment objectives, principal investment strategies, principal risk factors, fee and expense information, and historical performance information  
 
3
 
7
 
11
    
Details About the Funds Information about how each Fund invests, including investment objectives, investment processes, principal strategies and risk factors  
 
15
 
17
    
Account Information Information about account services, sales charges and waivers, shareholder transactions, and distribution and other payments  
 
20
 
20
 
22
 
23
 
23
    
    
Financial Highlights
Financial Performance of the Funds

29
   
    
    
Glossary
Glossary of Investment Terms

34
   
    


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Fund Overview

Key Facts About BIF Government Securities Fund
Investment Objective

The investment objective of BIF Government Securities Fund (“Government Fund” or the “Fund”) is to seek preservation of capital, current income and liquidity.
Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of Government Fund.
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)1,2
   
Management Fee1   0.239%
Distribution and/or Service (12b-1) Fees   0.125%
Other Expenses   0.336%
Administration Fee 0.250%  
Miscellaneous Other Expenses 0.086%  
Total Annual Fund Operating Expenses3   0.70%
  
1 The fees and expenses shown in the table and the example that follows include both the expenses of Government Fund and Government Fund’s share of the allocated expenses of Master Government Securities LLC (“Government LLC”). The management fees are paid by Government LLC.
2 For clients with a brokerage relationship, annual brokerage account fees may also apply. Please contact your financial advisor or account representative for additional information.
3 The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets given in the Fund’s most recent annual report which includes the Fund’s share of Government LLC’s allocated fees waived.
Example:
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
  1 Year 3 Years 5 Years 10 Years
Government Fund $72 $224 $390 $871
  
Principal Investment Strategies of the Fund

Government Fund invests 100% of its total assets in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Government, and repurchase agreements secured by such obligations or cash. The Fund invests in a portfolio of securities maturing in 397 days (13 months) or less (with certain exceptions) that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less. The Fund may invest in variable and floating rate instruments, and transact in securities on a when-issued, delayed delivery or forward commitment basis.
The securities purchased by the Fund are subject to the quality, diversification, and other requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and other rules of the Securities and Exchange Commission (the “SEC”). The Fund will only purchase securities that present minimal credit risk as determined by BlackRock Advisors, LLC, the Fund’s investment manager, pursuant to guidelines approved by the Trust’s Board of Trustees.
The Fund is a “feeder” fund that invests all of its assets in Government LLC, which has the same investment objectives and strategies as the Fund. All investments are made at the Government LLC level. This structure is
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sometimes called a “master/feeder” structure. The Fund’s investment results will correspond directly to the investment results of Government LLC. Where applicable, “Government Fund” or the “Fund” refers also to Government LLC.
Principal Risks of Investing in the Fund

Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. Your investment may not perform as well as other similar investments. 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, and you should not expect that the sponsor will provide financial support to the Fund at any time. The following is a summary description of principal risks of investing in the Fund.
Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
Income Risk — Income risk is the risk that the Fund’s yield will vary as short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.
Interest Rate Risk Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter-term securities.
  Additionally, securities issued or guaranteed by the U.S. Government, its agencies, instrumentalities and sponsored enterprises have historically involved little risk of loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities may vary during the period shareholders own shares of the Fund.
Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.
Regulatory Risk — On July 23, 2014, the SEC adopted amendments to money market fund regulations, which structurally change the way that certain money market funds will be required to operate. The compliance periods for the amendments range between July 2015 and October 2016. When implemented, the changes may affect the Fund’s investment strategies, fees and expenses, portfolio and share liquidity and return potential.
Repurchase Agreements and Purchase and Sale Contracts Risk — If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in either situation and the market value of the security declines, the Fund may lose money.
Treasury Obligations Risk — Direct obligations of the U.S. Treasury have historically involved little risk of loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities may vary during the period shareholders own shares of the Fund.
Variable and Floating Rate Instrument Risk — The absence of an active market for these instruments could make it difficult for the Fund to dispose of them if the issuer defaults.
When-Issued and Delayed Delivery Securities and Forward Commitments Risk — When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.
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Performance Information

The information below shows you how Government Fund’s performance has varied year by year and provides some indication of the risks of investing in the Fund. As with all such investments, past performance is not an indication of future results. To the extent that dividends and distributions have been paid by the Fund, the performance information for the Fund in the chart and table assumes reinvestment of the dividends and distributions. The table includes all applicable fees and sales charges. If the Fund’s investment manager and its affiliates had not waived or reimbursed certain Fund expenses during these periods, the Fund’s returns would have been lower. The Fund is a money market fund managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act. Effective May 28, 2010, Rule 2a-7 was amended to impose new liquidity, credit quality and maturity requirements on all money market funds. Fund performance shown prior to May 28, 2010 is based on Investment Company Act rules then in effect and is not an indication of future returns. Updated information on the Fund’s performance can be obtained by phone at (800) 626-1960.
Government Fund
ANNUAL TOTAL RETURNS
As of 12/31
During the ten-year period shown in the bar chart, the highest return for a quarter was 1.13% (quarter ended September 30, 2006) and the lowest return for a quarter was 0.00% (quarter ended March 31, 2014).
As of 12/31/15
Average Annual Total Returns
1 Year 5 Years 10 Years
Government Fund [ ]% [ ]% [ ] %
  
To obtain the Fund’s current 7-day yield, call (800) 626-1960.
Investment Manager

Government Fund’s investment manager is BlackRock Advisors, LLC.
Purchase and Sale of Fund Shares

If you are a Cash Management Account® (“CMA®”) service subscriber, there is no minimum initial investment for Fund shares. The minimum assets for the CMA® service is $20,000 in cash and/or securities. Other programs may have different minimum asset requirements. If you are not a CMA® service subscriber or other Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) central asset account program subscriber, the minimum initial investment for the Fund is $5,000. If you are an eligible CMA® service subscriber and you choose to have your cash balances automatically invested in the Fund, generally cash balances of more than $1 in a CMA® account are automatically invested in shares of the Fund daily at the next determined net asset value on each business day on which both the New York Stock Exchange (the “Exchange”) and New York banks are open; cash balances of less than $1 will be automatically invested in shares of the Fund at the next determined net asset value not later than the first business day of each week on which both the Exchange and New York banks are open, which will usually be a Monday. If you are a CMA® service or other eligible Merrill Lynch central asset account program subscriber, you may make manual investments of $1,000 or more at any time in shares of any BIF fund not designated as your primary money account. Generally, manual purchases placed through Merrill Lynch will be effective on the day following the day the order is placed with the Fund, subject to certain timing considerations. If you are a CMA® service subscriber, you may redeem
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your shares by directly submitting a written notice of redemption to Merrill Lynch, which will submit the request to the Fund’s transfer agent. You may sell shares held at the Fund’s transfer agent by writing to Financial Data Services, Inc., P.O. Box 40486, Jacksonville, Florida 32203-0486.
The minimum investment for additional purchases is $1,000 for all accounts.
Tax Information

Dividends and distributions may be subject to Federal income taxes and may be taxed as ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you may be subject to Federal income tax upon withdrawal from such tax deferred arrangements.
Payments to Broker/Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a broker-dealer or other financial intermediary, the Fund and BlackRock Investments, LLC, the Fund’s distributor, or its affiliates may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediary’s website for more information.
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Fund Overview

Key Facts About BIF Money Fund
Investment Objective

The investment objective of BIF Money Fund (“Money Fund” or the “Fund”) is to seek current income, preservation of capital and liquidity.
Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of Money Fund.
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)1,2
   
Management Fee1   0.137%
Distribution and/or Service (12b-1) Fees   0.125%
Other Expenses   0.308%
Administration Fee 0.250%  
Miscellaneous Other Expenses 0.058%  
Total Annual Fund Operating Expenses   0.57%
  
1 The fees and expenses shown in the table and the example that follows include both the expenses of Money Fund and Money Fund’s share of the allocated expenses of Master Money LLC (“Money LLC”). The management fees are paid by Money LLC.
2 For clients with a brokerage relationship, annual brokerage account fees may also apply. Please contact your financial advisor or account representative for additional information.
Example:
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
  1 Year 3 Years 5 Years 10 Years
Money Fund $58 $183 $318 $714
  
Principal Investment Strategies of the Fund

Money Fund invests at least 99.5% of its total assets in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by such obligations or cash. The Fund invests in a portfolio of securities maturing in 397 days (13 months) or less (with certain exceptions) that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less. The Fund may invest in variable and floating rate instruments, and transact in securities on a when-issued, delayed delivery or forward commitment basis.
The securities purchased by the Fund are subject to the quality, diversification, and other requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and other rules of the Securities and Exchange Commission (the “SEC”). The Fund will only purchase securities that present minimal credit risk as determined by BlackRock Advisors, LLC, the Fund’s investment manager, pursuant to guidelines approved by the Trust’s Board of Trustees.
The Fund is a “feeder” fund that invests all of its assets in Money LLC, which has the same investment objectives and strategies as the Fund. All investments are made at the Money LLC level. This structure is sometimes called a
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“master/feeder” structure. The Fund’s investment results will correspond directly to the investment results of Money LLC. Where applicable, “Money Fund” or the “Fund” refers also to Money LLC.
Principal Risks of Investing in the Fund

Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. Your investment may not perform as well as other similar investments. 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, and you should not expect that the sponsor will provide financial support to the Fund at any time. The following is a summary description of principal risks of investing in the Fund.
Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
Income Risk — Income risk is the risk that the Fund’s yield will vary as short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.
Interest Rate Risk Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter-term securities.
  Additionally, securities issued or guaranteed by the U.S. Government, its agencies, instrumentalities and sponsored enterprises have historically involved little risk of loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities may vary during the period shareholders own shares of the Fund.
Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.
Regulatory Risk — On July 23, 2014, the SEC adopted amendments to money market fund regulations, which structurally change the way that certain money market funds will be required to operate. The compliance periods for the amendments range between July 2015 and October 2016. When implemented, the changes may affect the Fund’s investment strategies, fees and expenses, portfolio and share liquidity and return potential.
Repurchase Agreements and Purchase and Sale Contracts Risk — If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in either situation and the market value of the security declines, the Fund may lose money.
Treasury Obligations Risk — Direct obligations of the U.S. Treasury have historically involved little risk of loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities may vary during the period shareholders own shares of the Fund.
U.S. Government Obligations Risk — Certain securities in which the Fund may invest, including securities issued by certain government agencies and government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.
Variable and Floating Rate Instrument Risk — The absence of an active market for these instruments could make it difficult for the Fund to dispose of them if the issuer defaults.
When-Issued and Delayed Delivery Securities and Forward Commitments Risk — When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.
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Performance Information

Effective January 4, 2016, the Fund changed its investment strategies in order to be categorized as a “government money market fund” under Rule 2a-7 under the Investment Company Act, as more fully described in “Fund Overview—Principal Investment Strategies of the Fund.” Performance for the periods shown below prior to January 4, 2016 is based on the prior investment strategy utilized by the Fund, which permitted investment in a wider range of money market securities and instruments and was not constrained by the requirement to invest at least 99.5% of the Fund’s assets in cash, U.S. Government securities and repurchase agreements secured by such securities or cash. The information below shows you how Money Fund’s performance has varied year by year and provides some indication of the risks of investing in the Fund. As with all such investments, past performance is not an indication of future results. To the extent that dividends and distributions have been paid by the Fund, the performance information for the Fund in the chart and table assumes reinvestment of the dividends and distributions. The table includes all applicable fees and sales charges. If the Fund’s investment manager and its affiliates had not waived or reimbursed certain Fund expenses during these periods, the Fund’s returns would have been lower. The Fund is a money market fund managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act. Effective May 28, 2010, Rule 2a-7 was amended to impose new liquidity, credit quality and maturity requirements on all money market funds. Fund performance shown prior to May 28, 2010 is based on Investment Company Act rules then in effect and is not an indication of future returns. Updated information on the Fund’s performance can be obtained by phone at (800) 626-1960.
Money Fund
ANNUAL TOTAL RETURNS
As of 12/31
During the ten-year period shown in the bar chart, the highest return for a quarter was 1.23% (quarter ended September 30, 2007) and the lowest return for a quarter was 0.00% (quarter ended March 31, 2014).
As of 12/31/15
Average Annual Total Returns
1 Year 5 Years 10 Years
Money Fund [ ]% [ ]% [ ]%
  
To obtain the Fund’s current 7-day yield, call (800) 626-1960.
Investment Manager

Money Fund’s investment manager is BlackRock Advisors, LLC.
Purchase and Sale of Fund Shares

If you are a Cash Management Account® (“CMA®”) service subscriber, there is no minimum initial investment for Fund shares. The minimum assets for the CMA® service is $20,000 in cash and/or securities. Other programs may have different minimum asset requirements. If you are not a CMA® service subscriber or other Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) central asset account program subscriber, the minimum initial investment for the Fund is $5,000. If you are an eligible CMA® service subscriber and you choose to have your cash balances automatically invested in the Fund, generally cash balances of more than $1 in a CMA® account are automatically invested in shares of the Fund daily at the next determined net asset value on each business day on which both the New York Stock Exchange (the “Exchange”) and New York banks are open; cash balances of less than $1 will be
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automatically invested in shares of the Fund at the next determined net asset value not later than the first business day of each week on which both the Exchange and New York banks are open, which will usually be a Monday. If you are a CMA® service or other eligible Merrill Lynch central asset account program subscriber, you may make manual investments of $1,000 or more at any time in shares of any BIF fund not designated as your primary money account. Generally, manual purchases placed through Merrill Lynch will be effective on the day following the day the order is placed with the Fund, subject to certain timing considerations. If you are a CMA® service subscriber, you may redeem your shares by directly submitting a written notice of redemption to Merrill Lynch, which will submit the request to the Fund’s transfer agent. You may sell shares held at the Fund’s transfer agent by writing to Financial Data Services, Inc., P.O. Box 40486, Jacksonville, Florida 32203-0486.
The minimum investment for additional purchases is $1,000 for all accounts.
Tax Information

Dividends and distributions may be subject to Federal income taxes and may be taxed as ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you may be subject to Federal income tax upon withdrawal from such tax deferred arrangements.
Payments to Broker/Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a broker-dealer or other financial intermediary, the Fund and BlackRock Investments, LLC, the Fund’s distributor, or its affiliates may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediary’s website for more information.
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Fund Overview

Key Facts About BIF Treasury Fund
Investment Objective

The investment objective of BIF Treasury Fund (“Treasury Fund” or the “Fund”) is to seek preservation of capital, liquidity and current income.
Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of Treasury Fund.
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)1,2
   
Management Fee1   0.170%
Distribution and/or Service (12b-1) Fees   0.125%
Other Expenses   0.285%
Administration Fee 0.250%  
Miscellaneous Other Expenses 0.035%  
Total Annual Fund Operating Expenses3   0.58%
  
1 The fees and expenses shown in the table and the example that follows include both the expenses of Treasury Fund and Treasury Fund’s share of the allocated expenses of Master Treasury LLC (“Treasury LLC”). The management fees are paid by Treasury LLC.
2 For clients with a brokerage relationship, annual brokerage account fees may also apply. Please contact your financial advisor or account representative for additional information.
3 The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets given in the Fund’s most recent annual report which includes the Fund’s share of Treasury LLC’s allocated fees waived.
Example:
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
  1 Year 3 Years 5 Years 10 Years
Treasury Fund $59 $186 $324 $726
  
Principal Investment Strategies of the Fund

Treasury Fund invests 100% of its total assets in cash, U.S. Treasury bills, notes and other obligations of the U.S. Treasury. The Fund invests in a portfolio of securities maturing in 397 days (13 months) or less (with certain exceptions) that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less. The Fund may invest in variable and floating rate instruments, and transact in securities on a when-issued, delayed delivery or forward commitment basis.
The securities purchased by the Fund are subject to the quality, diversification, and other requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and other rules of the Securities and Exchange Commission (the “SEC”). The Fund will only purchase securities that present minimal credit risk as determined by BlackRock Advisors, LLC, the Fund’s investment manager, pursuant to guidelines approved by the Trust’s Board of Trustees.
The Fund is a “feeder” fund that invests all of its assets in Treasury LLC, which has the same investment objectives and strategies as the Fund. All investments are made at the Treasury LLC level. This structure is sometimes called a
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“master/feeder” structure. The Fund’s investment results will correspond directly to the investment results of Treasury LLC. Where applicable, “Treasury Fund” or the “Fund” refers also to Treasury LLC.
Principal Risks of Investing in the Fund

Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. Your investment may not perform as well as other similar investments. 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, and you should not expect that the sponsor will provide financial support to the Fund at any time. The following is a summary description of principal risks of investing in the Fund.
Income Risk — Income risk is the risk that the Fund’s yield will vary as short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.
Interest Rate Risk Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter-term securities.
  Additionally, securities issued or guaranteed by the U.S. Government, its agencies, instrumentalities and sponsored enterprises have historically involved little risk of loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities may vary during the period shareholders own shares of the Fund.
Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.
Regulatory Risk — On July 23, 2014, the SEC adopted amendments to money market fund regulations, which structurally change the way that certain money market funds will be required to operate. The compliance periods for the amendments range between July 2015 and October 2016. When implemented, the changes may affect the Fund’s investment strategies, fees and expenses, portfolio and share liquidity and return potential.
Treasury Obligations Risk — Direct obligations of the U.S. Treasury have historically involved little risk of loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities may vary during the period shareholders own shares of the Fund.
Variable and Floating Rate Instrument Risk — The absence of an active market for these instruments could make it difficult for the Fund to dispose of them if the issuer defaults.
When-Issued and Delayed Delivery Securities and Forward Commitments Risk — When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.
Performance Information

The information below shows you how Treasury Fund’s performance has varied year by year and provides some indication of the risks of investing in the Fund. As with all such investments, past performance is not an indication of future results. To the extent that dividends and distributions have been paid by the Fund, the performance information for the Fund in the chart and table assumes reinvestment of the dividends and distributions. The table includes all applicable fees and sales charges. If the Fund’s investment manager and its affiliates had not waived or reimbursed certain Fund expenses during these periods, the Fund’s returns would have been lower. The Fund is a money market fund managed pursuant to the requirements of Rule 2a-7 under the Investment Company Act. Effective May 28, 2010, Rule 2a-7 was amended to impose new liquidity, credit quality and maturity requirements on all money market funds. Fund performance shown prior to May 28, 2010 is based on Investment Company Act rules then in effect and is not an indication of future returns. Updated information on the Fund’s performance can be obtained by phone at (800) 626-1960.
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Treasury Fund
ANNUAL TOTAL RETURNS
As of 12/31
During the ten-year period shown in the bar chart, the highest return for a quarter was 1.09% (quarter ended June 30, 2007) and the lowest return for a quarter was 0.00% (quarter ended March 31, 2014).
As of 12/31/15
Average Annual Total Returns
1 Year 5 Years 10 Years
Treasury Fund [ ]% [ ]% [ ]%
  
To obtain the Fund’s current 7-day yield, call (800) 626-1960.
Investment Manager

Treasury Fund’s investment manager is BlackRock Advisors, LLC.
Purchase and Sale of Fund Shares

If you are a Cash Management Account® (“CMA®”) service subscriber, there is no minimum initial investment for Fund shares. The minimum assets for the CMA® service is $20,000 in cash and/or securities. Other programs may have different minimum asset requirements. If you are not a CMA® service subscriber or other Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) central asset account program subscriber, the minimum initial investment for the Fund is $5,000. If you are an eligible CMA® service subscriber and you choose to have your cash balances automatically invested in the Fund, generally cash balances of more than $1 in a CMA® account are automatically invested in shares of the Fund daily at the next determined net asset value on each business day on which both the New York Stock Exchange (the “Exchange”) and New York banks are open; cash balances of less than $1 will be automatically invested in shares of the Fund at the next determined net asset value not later than the first business day of each week on which both the Exchange and New York banks are open, which will usually be a Monday. If you are a CMA® service or other eligible Merrill Lynch central asset account program subscriber, you may make manual investments of $1,000 or more at any time in shares of any BIF fund not designated as your primary money account. Generally, manual purchases placed through Merrill Lynch will be effective on the day following the day the order is placed with the Fund, subject to certain timing considerations. If you are a CMA® service subscriber, you may redeem your shares by directly submitting a written notice of redemption to Merrill Lynch, which will submit the request to the Fund’s transfer agent. You may sell shares held at the Fund’s transfer agent by writing to Financial Data Services, Inc., P.O. Box 40486, Jacksonville, Florida 32203-0486.
The minimum investment for additional purchases is $1,000 for all accounts.
Tax Information

Dividends and distributions may be subject to Federal income taxes and may be taxed as ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you may be subject to Federal income tax upon withdrawal from such tax deferred arrangements.
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Payments to Broker/Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a broker-dealer or other financial intermediary, the Fund and BlackRock Investments, LLC, the Fund’s distributor, or its affiliates may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediary’s website for more information.
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Details About the Funds

Included in this prospectus are sections that tell you about buying and selling shares, management information and shareholder features of BIF Government Securities Fund (“Government Fund”), BIF Money Fund (“Money Fund”) and BIF Treasury Fund (“Treasury Fund”) (each, a “Fund” and collectively, the “Funds”) and your rights as a shareholder. Each of Government Fund, Money Fund and Treasury Fund is a “feeder” fund that invests all of its assets in a corresponding “master” fund (each, a “Master LLC”), a mutual fund that has the same objective and strategies as the applicable Fund. All investments will be made at the Master LLC level. This structure is sometimes called a “master/feeder” structure. Government Fund invests all of its assets in Master Government Securities LLC (“Government LLC”). Money Fund invests all of its assets in Master Money LLC (“Money LLC”). Treasury Fund invests all of its assets in Master Treasury LLC (“Treasury LLC”). Each Fund’s investment results will correspond directly to the investment results of the applicable Master LLC. For simplicity, this prospectus uses the name of the Fund or the term “Fund” to include the applicable Master LLC in which the Fund invests.
How Each Fund Invests

Each Fund is a money market fund managed pursuant to Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Each Fund seeks to maintain a net asset value of $1.00 per share.
Each Fund will maintain a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less. For a discussion of dollar-weighted average maturity and dollar-weighted average life, please see the Glossary on page 34.
Pursuant to Rule 2a-7, each Fund is subject to a “general liquidity requirement” that requires that each Fund hold securities that are sufficiently liquid to meet reasonably foreseeable shareholder redemptions in light of its obligations under Section 22(e) of the Investment Company Act regarding share redemptions and any commitments the Fund has made to shareholders. To comply with this general liquidity requirement, BlackRock Advisors, LLC (“BlackRock”) must consider factors that could affect the Fund’s liquidity needs, including characteristics of the Fund’s investors and their likely redemptions. Depending upon the volatility of its cash flows (particularly shareholder redemptions), this may require a Fund to maintain greater liquidity than would be required by the daily and weekly minimum liquidity requirements discussed below.
Each Fund will not acquire any illiquid security (i.e., securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the value ascribed to them by the Fund) if, immediately following such purchase, more than 5% of the Fund’s total assets are invested in illiquid securities. Each Fund will not acquire any security other than a daily liquid asset unless, immediately following such purchase, at least 10% of its total assets would be invested in daily liquid assets, and each Fund will not acquire any security other than a weekly liquid asset unless, immediately following such purchase, at least 30% of its total assets would be invested in weekly liquid assets. For a discussion of daily liquid assets and weekly liquid assets, please see the Glossary on page 34.
Each Fund is ordinarily limited to investing so that immediately following any such acquisition not more than 5% of its total assets will be invested in any one issuer’s securities (other than U.S. Government obligations, repurchase agreements collateralized by such securities and securities subject to certain guarantees or otherwise providing a right to demand payment) or, in the event that such securities are not First Tier Securities (as defined in Rule 2a-7), not more than ½ of 1% of the Fund’s total assets. In addition, Rule 2a-7 requires that not more than 3% of each Fund’s total assets be invested in Second Tier Securities (as defined in Rule 2a-7) and that Second Tier Securities may only be purchased if they have a remaining maturity of 45 days or less at the time of acquisition.
Government Fund
Investment Objective
Government Fund seeks preservation of capital, current income and liquidity.
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Investment Process
In seeking to achieve Government Fund’s investment objective, Fund management varies the kinds of short-term U.S. Government securities held in the Fund’s portfolio as well as its average maturity. Fund management decides which securities to buy and sell, as well as whether to enter into repurchase agreements, based on its assessment of their relative values and future interest rates.
Principal Investment Strategies
Government Fund invests 100% of its total assets in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Government, and repurchase agreements secured by such obligations or cash. The Fund invests in a portfolio of securities maturing in 397 days (13 months) or less (with certain exceptions) that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
The Fund may only invest in short-term U.S. Government securities that are issued or guaranteed by U.S. Government entities and are backed by the full faith and credit of the United States, such as:
U.S. Treasury obligations, including U.S. Treasury Floating Rate Notes (“FRNs”);
U.S. Government agency securities, including securities issued by the Government National Mortgage Association (“GNMA”);
Variable rate U.S. Government agency obligations, which have interest rates that reset periodically prior to maturity based on a specific index or interest rate;
Short-term U.S. Government securities with maturities of up to 397 days (13 months); and
Repurchase agreements and purchase and sale contracts involving U.S. Government securities described above.
The Fund may invest in variable and floating rate instruments. The Fund may transact in securities on a when-issued, delayed delivery or forward commitment basis. The purchase or sale of securities on a when-issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future. The Fund enters into these transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction.
Money Fund
Investment Objective
Money Fund seeks current income, preservation of capital and liquidity.
Investment Process
In seeking to achieve Money Fund’s investment objective, Fund management varies the kinds of short-term U.S. Government securities held in the Fund’s portfolio, as well as the Fund’s average maturity. Fund management decides which securities to buy and sell, as well as whether to enter into repurchase agreements, based on its assessment of their relative values and future interest rates.
Principal Investment Strategies
Money Fund invests at least 99.5% of its total assets in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, and repurchase agreements secured by such obligations or cash. The Fund invests in a portfolio of securities maturing in 397 days (13 months) or less (with certain exceptions) that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
The U.S. Government securities in which the Fund may invest include:
Repurchase Agreements Repurchase agreements are transactions in which the Fund purchases a class of securities with the obligation to resell the securities shortly thereafter at a specified price which reflects interest payable to the Fund. The Fund may engage in repurchase agreements secured by U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities and cash.
U.S. Treasury Obligations Obligations that are direct obligations of the U.S. Treasury. These also include Treasury Receipts where the principal and interest components are traded separately under the Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) Program.
U.S. Government Obligations Obligations issued or guaranteed by the U.S. Government or its agencies, authorities, instrumentalities and sponsored enterprises, and related custodial receipts.
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Variable and Floating Rate Instruments Instruments that provide for adjustments in the interest rate on certain reset dates (variable) or whenever a specified interest rate index changes (floating).
When-Issued and Delayed Settlement Transactions The purchase or sale of securities on a when-issued basis, on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future. The Fund enters into these transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction.
Treasury Fund
Investment Objective
Treasury Fund seeks preservation of capital, liquidity and current income.
Investment Process
In seeking to achieve Treasury Fund’s investment objective, Fund management varies the kinds of short-term U.S. Treasury securities held in the Fund’s portfolio and its average maturity. Fund management decides which U.S. Treasury securities to buy and sell based on its assessment of their relative values and future interest rates.
Principal Investment Strategies
Treasury Fund invests 100% of its total assets in cash, U.S. Treasury bills, notes and other obligations of the U.S. Treasury. The Fund invests in a portfolio of securities maturing in 397 days (13 months) or less (with certain exceptions) that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
The Fund may invest in variable and floating rate instruments. The Fund may transact in securities on a when-issued, delayed delivery or forward commitment basis. The purchase or sale of securities on a when-issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future. The Fund enters into these transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction.
Other Strategies Applicable to the Funds
In addition to the principal strategies discussed above, each Fund, as applicable, may also invest or engage in the following investments/strategies:
Borrowing — Each Fund may borrow only to meet redemptions.
Illiquid/Restricted Securities — Each Fund may invest up to 5% of its total assets in illiquid securities that it cannot sell within seven days at approximately current value. Each Fund may also invest in restricted securities, which are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale (i.e., Rule 144A securities). Money Fund is limited to investing up to 10% of its total assets (including any amount invested in illiquid securities) in restricted securities. Restricted securities may include private placement securities that have not been registered under the applicable securities laws and therefore may be considered to be illiquid. Restricted securities may not be listed on an exchange and may have no active trading market. Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public and may be considered to be liquid securities.
Securities Lending (Money Fund) — Money Fund may lend securities with a value up to 33 13% of its total assets to financial institutions that provide cash or securities issued or guaranteed by the U.S. Government as collateral.
Investment Risks

Risk is inherent in all investing. The value of your investment in a Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. Your investment may not perform as well as other similar investments. You could lose money by investing in a Fund. Although each Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in a Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Funds’ sponsor has no legal obligation to provide financial support to a Fund, and you should not expect that the sponsor will provide financial support to a Fund at any time. The following is a description of certain risks of investing in the Funds.
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Principal Risks of Investing in the Funds
Credit Risk (Government Fund, Money Fund) — Credit risk refers to the possibility that the issuer of a security will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.
Income Risk — Income risk is the risk that the Fund’s yield will vary as short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.
Interest Rate Risk Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter-term securities.
  Additionally, securities issued or guaranteed by the U.S. Government, its agencies, instrumentalities and sponsored enterprises have historically involved little risk of loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities may vary during the period shareholders own shares of the Fund.
Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by Fund management will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money.
Regulatory Risk — On July 23, 2014, the Securities and Exchange Commission adopted amendments to money market fund regulations, which structurally change the way that certain money market funds will be required to operate. The compliance periods for the amendments range between July 2015 and October 2016. When implemented, the changes may affect a Fund’s investment strategies, fees and expenses, portfolio and share liquidity and return potential.
Repurchase Agreements and Purchase and Sale Contracts Risk — If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in either situation and the market value of the security declines, the Fund may lose money.
Treasury Obligations Risk — Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Direct obligations of the U.S. Treasury have historically involved little risk of loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities may vary during the period shareholders own shares of the Fund.
U.S. Government Obligations Risk (Money Fund) — Obligations of U.S. Government agencies, authorities, instrumentalities and sponsored enterprises have historically involved little risk of loss of principal if held to maturity. However, not all U.S. Government securities are backed by the full faith and credit of the United States. Obligations of certain agencies, authorities, instrumentalities and sponsored enterprises of the U.S. Government are backed by the full faith and credit of the United States (e.g., GNMA); other obligations are backed by the right of the issuer to borrow from the U.S. Treasury (e.g., the Federal Home Loan Banks) and others are supported by the discretionary authority of the U.S. Government to purchase an agency’s obligations. Still others are backed only by the credit of the agency, authority, instrumentality or sponsored enterprise issuing the obligation. No assurance can be given that the U.S. Government would provide financial support to any of these entities if it is not obligated to do so by law.
Variable and Floating Rate Instrument Risk — The absence of an active market for these instruments could make it difficult for the Fund to dispose of them if the issuer defaults.
When-Issued and Delayed Delivery Securities and Forward Commitments Risk — When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.
Other Risks of Investing in the Funds
Each Fund (except as noted below) may also be subject to certain other risks associated with its investments and investment strategies, including:
Borrowing Risk — Borrowing may exaggerate changes in the net asset value of Fund shares and in the return on the Fund’s portfolio. Borrowing will cost the Fund interest expense and other fees. The costs of borrowing may
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  reduce the Fund’s return. Borrowing may cause the Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations.
Expense Risk — Fund expenses are subject to a variety of factors, including fluctuations in the Fund’s net assets. Accordingly, actual expenses may be greater or less than those indicated. For example, to the extent that the Fund’s net assets decrease due to market declines or redemptions, the Fund’s expenses will increase as a percentage of Fund net assets. During periods of high market volatility, these increases in the Fund’s expense ratio could be significant.
Liquidity Risk (Money Fund) — Liquidity risk refers to the possibility that it may be difficult or impossible to sell certain positions at an acceptable price.
Securities Lending Risk (Money Fund) — Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Fund may lose money and there may be a delay in recovering the loaned securities. The Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. These events could trigger adverse tax consequences for the Fund.
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Account Information

Distribution and Shareholder Servicing Plan

Each Fund has adopted a distribution and shareholder servicing plan (the “Plan”) under Rule 12b-1 of the Investment Company Act that allows the Fund to pay fees for the sale of its shares and for certain services provided to its shareholders.
Plan Payments
Under the Plan, the Funds pay a fee to BlackRock Investments, LLC (the “Distributor”) and/or its affiliates, including The PNC Financial Services Group, Inc. (“PNC”) and its affiliates, for account maintenance, sales and promotional activities and services in connection with the sale of shares. The fee may also be used to pay a financial professional or a selected securities dealer, broker, investment adviser, service provider or industry professional (including BlackRock, PNC and their respective affiliates) (each, a “Financial Intermediary”) for sales support services and related expenses. Each Fund pays a maximum fee per year that is a percentage of the average daily net asset value of the Fund attributable to such shares.
Because the fees paid by the Funds under the Plan are paid out of Fund assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For more information on the Plan, including a complete list of services provided thereunder, see the SAI.
Other Payments by the Funds
In addition to, rather than in lieu of, fees that a Fund may pay to a Financial Intermediary pursuant to the Plan and fees a Fund pays its transfer agent, Financial Data Services, Inc. (the “Transfer Agent”), BlackRock, on behalf of the Funds, may enter into non-Plan agreements with a Financial Intermediary pursuant to which the Funds will pay a Financial Intermediary for administrative, networking, recordkeeping, sub-transfer agency and shareholder services. These non-Plan payments are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a Financial Intermediary or (2) a fixed dollar amount for each account serviced by a Financial Intermediary. The aggregate amount of these payments may be substantial.
Other Payments by BlackRock
The Plan permits BlackRock, the Distributor and their affiliates to make payments relating to distribution and sales support activities out of their past profits or other sources available to them (and not as an additional charge to a Fund). From time to time, BlackRock, the Distributor or their affiliates also may pay a portion of the fees for administrative, networking, recordkeeping, sub-transfer agency and shareholder services described above at its or their own expense and out of its or their profits. BlackRock, the Distributor and their affiliates may compensate affiliated and unaffiliated Financial Intermediaries for the sale and distribution of shares of a Fund or for these other services to the Funds and their shareholders. These payments would be in addition to the Fund payments described in this prospectus and may be a fixed dollar amount, may be based on the number of customer accounts maintained by the Financial Intermediary, or may be based on a percentage of the value of shares sold to, or held by, customers of the Financial Intermediary. The aggregate amount of these payments by BlackRock, the Distributor and their affiliates may be substantial. Payments by BlackRock may include amounts that are sometimes referred to as “revenue sharing” payments. In some circumstances, these revenue sharing payments may create an incentive for a Financial Intermediary, its employees or associated persons to recommend or sell shares of a Fund to you. Please contact your Financial Intermediary for details about payments it may receive from a Fund or from BlackRock, the Distributor or their affiliates. For more information, see the SAI.
How to Buy, Sell and Transfer Shares

The chart on the following pages summarizes how to buy, sell and transfer shares through your Financial Intermediary. You may also buy, sell and transfer shares through the Transfer Agent if your account is held directly with the Transfer Agent. Because the selection of a mutual fund involves many considerations, your Financial Intermediary may help you with this decision.
Fund shares have not been registered for sale outside of the United States. This prospectus is not intended for distribution to prospective investors outside of the United States. Fund shares are generally not marketed or sold to
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investors domiciled outside of the United States, even, with regard to individuals, if they are citizens or lawful permanent residents of the United States, except with the consent of the Distributor.
Each Fund’s shares are distributed by the Distributor, an affiliate of BlackRock.
Each Fund may reject any purchase order, modify or waive the minimum initial or subsequent investment requirements for any shareholders and suspend and resume the sale of shares of the Fund at any time, for any reason. Merrill Lynch reserves the right to terminate a subscriber’s participation in the CMA® service or any other Merrill Lynch central asset account program at any time for any reason.
In addition, each Fund may waive certain requirements regarding the purchase, sale or transfer of shares described below. Under certain circumstances, if no activity occurs in an account within a time period specified by state law, a shareholder’s shares in a Fund may be transferred to that state.
How to Buy Shares
  Your Choices Important Information for You to Know
Initial Purchase Determine the amount of your investment If you are not a CMA® service subscriber or other Merrill Lynch central asset account program subscriber, the minimum initial investment for a Fund is $5,000.
  Have your Merrill Lynch Financial Advisor submit your purchase order If you are a CMA® service subscriber or other Merrill Lynch central asset program subscriber, you may make manual investments of $1,000 or more in any BIF fund not designated as your primary money account.
Generally, manual purchases placed through Merrill Lynch will be effective on the day following the day the order is placed with the Fund, subject to certain timing considerations. Manual purchases of $500,000 or more can be made effective on the same day the order is placed with the Fund provided certain requirements are met.
Purchase requests received by any Fund will receive the net asset value per share next computed after receipt of the purchase request by the Fund.
The minimum for the CMA® service is $20,000 in cash or securities. When purchasing shares as a CMA® service subscriber, you will also be subject to the applicable annual program participation fee. To receive all the services available as a program subscriber, you must complete the account opening process, including completing or supplying requested documentation. Subscribers in certain Merrill Lynch central asset account programs may be subject to different minimums and different annual participation fees from CMA® service subscribers.
  Or contact the Transfer Agent If you maintain an account directly with the Transfer Agent and are not a CMA® service subscriber, you may call the Transfer Agent at (800) 221-7210 and request a purchase application. Mail the completed purchase application to the Transfer Agent at the address on the inside back cover of this prospectus.
Add to Your Investment Purchase additional shares The minimum investment for additional purchases is $1,000 for all accounts.
  Acquire additional shares through the automatic dividend reinvestment plan All dividends are automatically reinvested in the form of additional shares at net asset value.
  
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How to Sell Shares
  Your Choices Important Information for You to Know
Full or Partial Redemption of Shares Automatic Redemption Each Fund has instituted an automatic redemption procedure for CMA® service subscribers who have cash balances in their accounts invested in shares of a designated Fund. For these subscribers, unless directed otherwise, Merrill Lynch will redeem a sufficient number of shares of the Fund to satisfy debit balances in the account (i) created by activity therein or (ii) created by Visa® card purchases, cash advances or checks. Each account will be scanned automatically for debits each business day prior to 12 p.m. Eastern time. After application of any cash balances in the account to these debits, shares of the Fund or other money account designated as the primary money account and, to the extent necessary, shares of other applicable Funds or money accounts, will be redeemed at net asset value at the 12 p.m. Eastern time, pricing to satisfy any remaining debits.
  Have your Merrill Lynch Financial Advisor submit your sales order If you are a CMA® service subscriber, you may redeem your shares directly by submitting a written notice of redemption to Merrill Lynch, which will submit the request to the Transfer Agent. Cash proceeds from the redemption generally will be credited to your CMA® account or mailed to you at your address of record, or upon request, mailed or wired (if $10,000 or more) to your bank account. Redemption requests should not be sent to the Fund or the Transfer Agent. If inadvertently sent to the Fund or the Transfer Agent, redemption requests will be forwarded to Merrill Lynch. Redemption of Fund shares will be confirmed to program subscribers (rounded to the nearest share) in their monthly transaction statements.
  Sell through the Transfer Agent You may sell shares held at the Transfer Agent by writing to the Transfer Agent at the address on the inside back cover of this prospectus. All shareholders on the account must sign the letter. A medallion signature guarantee generally will be required but may be waived in certain limited circumstances. You can obtain a medallion signature guarantee from a bank, securities dealer, securities broker, credit union, savings and loan association, national securities exchange and registered securities association. A notary public seal will not be acceptable. Redemption requests should not be made to the Fund or Merrill Lynch. The Transfer Agent will mail redemption proceeds to you at your address of record.
***

If you make a redemption request before a Fund has collected payment for the purchase of shares, the Fund or the Transfer Agent may delay mailing your proceeds. This delay will usually not exceed ten days. Check with the Transfer Agent or your Merrill Lynch Financial Advisor for details.
  
How to Transfer Shares
  Your Choices Important Information for You to Know
Transfer Shares to Another Financial Intermediary Transfer to a participating Financial Intermediary You may transfer your Fund shares only to another Financial Intermediary that has entered into an agreement with Merrill Lynch. Certain shareholder services may not be available for the transferred shares. You may only purchase additional shares of funds previously owned before the transfer. All future trading of these assets must be coordinated by the receiving firm.
  Transfer to a non-participating Financial Intermediary If you no longer maintain a Merrill Lynch account, you must either transfer your shares to an account with the Transfer Agent or they will be automatically redeemed. Shareholders maintaining accounts directly with the Transfer Agent are not entitled to the services available to CMA® service subscribers.
  
Fund’s Rights

Each Fund may:
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Suspend the right of redemption if trading is halted or restricted on the Exchange or under other emergency conditions described in the Investment Company Act;
Postpone the date of payment upon redemption if trading is halted or restricted on the Exchange or under other emergency conditions described in the Investment Company Act or if a redemption request is made before the Fund has collected payment for the purchase of shares;
Redeem shares for property other than cash as may be permitted under the Investment Company Act; and
Redeem shares involuntarily in certain cases, such as when the value of a shareholder account falls below a specified level.
Suspension of Redemptions Upon Liquidation. If the Board of Trustees of a Fund (each, a “Board”), including a majority of the trustees who are not “interested persons” of the Fund as defined in the Investment Company Act, determines that the deviation between the Fund’s amortized cost price per share and the market-based net asset value per share may result in material dilution or other unfair results, the Board, subject to certain conditions, may, in the case of a Fund that the Board has determined to liquidate irrevocably, suspend redemptions and payments of redemption proceeds in order to facilitate the permanent termination of the Fund in an orderly manner. If this were to occur, it would likely result in a delay in your receipt of your redemption proceeds.
Note on Low Balance Accounts. Because of the high cost of maintaining smaller accounts, each Fund may redeem shares in your account if the net asset value of your account falls below $1,000 due to redemptions you have made. You will be notified that the value of your account is less than $1,000 before a Fund makes an involuntary redemption. You will then have 60 days to make an additional investment to bring the value of your account to at least $1,000 before the Fund takes any action. This involuntary redemption does not apply to Uniform Gifts or Transfers to Minors Act accounts.
Short-Term Trading Policy

Market timing is an investment technique involving frequent short-term trading of mutual fund shares designed to exploit market movements or inefficiencies in the way a mutual fund prices its shares. The Board of each Fund has evaluated the risks of market timing activities by the Fund’s shareholders and has determined that due to (i) the Fund’s policy of seeking to maintain the Fund’s net asset value per share at $1.00 each day, (ii) the nature of the Fund’s portfolio holdings, and (iii) the nature of the Fund’s shareholders, it is unlikely that (a) market timing would be attempted by the Fund’s shareholders or (b) any attempts to market time the Fund by its shareholders would result in a negative impact to the Fund or its shareholders. As a result, the Board of each Fund has not adopted policies and procedures to deter short-term trading in such Fund. There can be no assurances, however, that the Funds may not, on occasion, serve as a temporary or short-term investment vehicle for those who seek to market time funds offered by other investment companies.
Master/Feeder Structure

Each of Government Fund, Money Fund and Treasury Fund is a “feeder” fund that invests all of its assets in Government LLC, Money LLC or Treasury LLC, respectively. Investors in a Fund will acquire an indirect interest in its corresponding Master LLC.
Each Master LLC may accept investments from other feeder funds, and all the feeder funds of a given Master LLC bear that Master LLC’s expenses in proportion to their assets. This structure may enable the Funds to reduce costs through economies of scale. A larger investment portfolio may also reduce certain transaction costs to the extent that contributions to and redemptions from a Master LLC from different feeder funds may offset each other and produce a lower net cash flow.
However, each feeder fund can set its own transaction minimums, fund-specific expenses, and other conditions. This means that one feeder fund could offer access to the same Master LLC on more attractive terms, or could experience better performance, than another feeder fund. In addition, large purchases or redemptions by one feeder fund could negatively affect the performance of other feeder funds that invest in the same Master LLC. Information about other feeder funds, if any, is available by calling (800) 626-1960.
Whenever a Master LLC holds a vote of its feeder funds, the Fund investing in that Master LLC will pass the vote through to its own shareholders. Smaller feeder funds may be harmed by the actions of larger feeder funds. For example, a larger feeder fund could have more voting power than the Fund over the operations of the applicable Master LLC.
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A Fund may withdraw from its corresponding Master LLC at any time and may invest all of its assets in another pooled investment vehicle or retain an investment adviser to manage the Fund’s assets directly.
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Management of the Funds

BlackRock

BlackRock, each Master LLC’s investment adviser, manages the investments and business operations of each Master LLC subject to the oversight of the corresponding Fund’s Board and the Board of Directors of the Master LLC. While BlackRock is ultimately responsible for the management of each Master LLC, it is able to draw upon the research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. BlackRock is an indirect, wholly-owned subsidiary of BlackRock, Inc.
BlackRock, a registered investment adviser, was organized in 1994 to perform advisory services for investment companies. BlackRock and its affiliates had approximately $4.506 trillion in investment company and other portfolio assets under management as of September 30, 2015.
BlackRock serves as manager of each Master LLC pursuant to separate management agreements (each a “Management Agreement”). Pursuant to each Management Agreement, BlackRock is entitled to fees computed daily and payable monthly at the maximum annual management fee rate (as a percentage of average daily net assets) with respect to each Master LLC calculated as follows:
Average Daily Net Assets Rate of
Management Fee
First $500 million 0.250%
$500 million — $1 billion 0.175%
Greater than $1 billion 0.125%
  
For the fiscal year ended March 31, 2015, BlackRock received management fees, net of any applicable waivers, as a percentage of average daily net assets, from each Master LLC as follows:
Master LLC Paid to BlackRock
(net of any applicable waivers)
Government LLC 0.000%
Money LLC 0.136%
Treasury LLC 0.000%
  
A discussion of the basis for the approval of the Management Agreement with BlackRock by the applicable Fund’s Board and the applicable Master LLC’s Board of Directors is included in the Fund’s [semi]-annual shareholder report for the fiscal period ended [ ].
BlackRock also acts as each Fund’s administrator. Each Fund pays BlackRock an administration fee at the annual rate of 0.25% of the average daily net assets of that Fund.
BlackRock, as administrator, and the Distributor have voluntarily agreed to waive a portion of their respective fees and/or reimburse operating expenses to enable each Fund and the corresponding Master LLC to maintain minimum levels of daily net investment income. BlackRock and the Distributor may discontinue this waiver and/or reimbursement at any time without notice.
For the fiscal year ended March 31, 2015, BlackRock received administration fees from each Fund at the following annual rates:
Fund Paid to BlackRock
(net of any applicable waivers)
Government Fund 0.000%
Money Fund 0.045%
Treasury Fund 0.008%
  
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From time to time, a manager, analyst, or other employee of BlackRock or its affiliates may express views regarding a particular asset class, company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of BlackRock or any other person within the BlackRock organization. Any such views are subject to change at any time based upon market or other conditions and BlackRock disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for the Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of the Funds.
Legal Proceedings. On May 27, 2014, certain purported investors in the BlackRock Global Allocation Fund, Inc. (“Global Allocation”) and the BlackRock Equity Dividend Fund (“Equity Dividend”) filed a consolidated complaint (the “Consolidated Complaint”) in the United States District Court for the District of New Jersey against BlackRock, BlackRock Investment Management, LLC and BlackRock International Limited (collectively, the “Defendants”) under the caption In re BlackRock Mutual Funds Advisory Fee Litigation. The Consolidated Complaint, which purports to be brought derivatively on behalf of Global Allocation and Equity Dividend, alleges that the Defendants violated Section 36(b) of the Investment Company Act by receiving allegedly excessive investment advisory fees from Global Allocation and Equity Dividend. The Consolidated Complaint seeks, among other things, to recover on behalf of Global Allocation and Equity Dividend all allegedly excessive advisory fees from one year prior to the filing of the lawsuit and purported lost investment returns on those amounts, plus interest. The Defendants believe the claims in the Consolidated Complaint are without merit and intend to vigorously defend the action.
Conflicts of Interest

The investment activities of BlackRock and its affiliates (including BlackRock, Inc. and PNC and their affiliates, directors, partners, trustees, managing members, officers and employees (collectively, the “Affiliates”)) in the management of, or their interest in, their own accounts and other accounts they manage, may present conflicts of interest that could disadvantage the Funds and their shareholders.
BlackRock and its Affiliates provide investment management services to other funds and discretionary managed accounts that follow investment programs similar to those of the Funds. BlackRock and its Affiliates are involved worldwide with a broad spectrum of financial services and asset management activities and may engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those of the Funds. One or more Affiliates act or may act as an investor, investment banker, research provider, investment manager, financier, adviser, market maker, trader, prime broker, lender, agent and principal, and have other direct and indirect interests in securities, currencies and other instruments in which the Funds directly and indirectly invest. Thus, it is likely that the Funds will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which an Affiliate performs or seeks to perform investment banking or other services. One or more Affiliates may engage in proprietary trading and advise accounts and funds that have investment objectives similar to those of the Funds and/or that engage in and compete for transactions in the same types of securities, currencies and other instruments as the Funds. The trading activities of these Affiliates are carried out without reference to positions held directly or indirectly by the Funds and may result in an Affiliate having positions that are adverse to those of the Funds. No Affiliate is under any obligation to share any investment opportunity, idea or strategy with the Funds. As a result, an Affiliate may compete with the Funds for appropriate investment opportunities. The results of the Funds’ investment activities, therefore, may differ from those of an Affiliate and of other accounts managed by an Affiliate, and it is possible that the Funds could sustain losses during periods in which one or more Affiliates and other accounts achieve profits on their trading for proprietary or other accounts. The opposite result is also possible.
In addition, the Funds may, from time to time, enter into transactions in which an Affiliate or its other clients have an adverse interest. Furthermore, transactions undertaken by Affiliate-advised clients may adversely impact the Funds. Transactions by one or more Affiliate-advised clients or BlackRock may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Funds. The Funds’ activities may be limited because of regulatory restrictions applicable to one or more Affiliates and/or their internal policies designed to comply with such restrictions.
In addition, the Funds may invest in securities of companies with which an Affiliate has or is trying to develop investment banking relationships or in which an Affiliate has significant debt or equity investments. The Funds also may invest in securities of companies for which an Affiliate provides or may someday provide research coverage. An Affiliate may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Funds or who engage in transactions with or for the Funds, and may receive compensation for such services. The Funds may also make brokerage and other payments to Affiliates in connection with the Funds’ portfolio investment transactions.
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Under a securities lending program approved by the Board of Directors of Money LLC, Money LLC has retained an Affiliate of BlackRock to serve as the securities lending agent for Money LLC to the extent that Money LLC participates in the securities lending program. For these services, the lending agent will receive a fee from Money LLC, including a fee based on the returns earned on Money LLC’s investment of the cash received as collateral for the loaned securities. In addition, one or more Affiliates may be among the entities to which Money LLC may lend its portfolio securities under the securities lending program.
The activities of Affiliates may give rise to other conflicts of interest that could disadvantage the Funds and their shareholders. BlackRock has adopted policies and procedures designed to address these potential conflicts of interest. See the SAI for further information.
Valuation of Fund Investments

When you buy shares, you pay the net asset value (normally $1.00 per share) without a sales charge. This is the offering price. Shares are also redeemed at their net asset value. Each Fund calculates the net asset value at 12 p.m. Eastern time on each business day that the Exchange or New York banks are open, immediately after the daily declaration of dividends. Both the Exchange and New York banks are closed on New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Currently, the only scheduled days on which the Exchange is open and New York banks are closed are Columbus Day and Veterans Day. The only scheduled day on which New York banks are open and the Exchange is closed is Good Friday. The net asset value used in determining your share price is the next one calculated after your purchase or redemption order becomes effective. Share purchase orders are effective on the date Federal funds become available to the Funds.
The amortized cost method is used in calculating net asset value, meaning that the calculation is based on a valuation of the assets held by the Fund at cost, with an adjustment for any discount or premium on a security at the time of purchase.
Generally, trading in foreign securities, U.S. Government securities, money market instruments and certain fixed-income securities is substantially completed each day at various times prior to the close of business on the Exchange. The values of such securities used in computing the net asset value of a Fund’s shares are determined as of such times.
Each Fund may accept orders from certain authorized Financial Intermediaries or their designees. Each Fund will be deemed to receive an order when accepted by the Financial Intermediary or designee and the order will receive the net asset value next computed by the Fund after such acceptance. If the payment for a purchase order is not made by a designated later time, the order will be canceled and the Financial Intermediary could be held liable for any losses.
Dividends, Distributions and Taxes

Each Fund will distribute dividends of net investment income, if any, daily and net realized capital gains, if any, at least annually. Income dividends are reinvested daily and capital gain dividends are reinvested at least annually in the form of additional shares at net asset value. You will begin accruing dividends on the day following the date your purchase becomes effective. Dividends that are declared but unpaid will remain in the gross assets of the Fund and will, therefore, continue to earn income for the Fund’s shareholders. In most cases, shareholders will receive statements monthly or quarterly as to such reinvestments. Shareholders redeeming their holdings will receive all dividends declared and reinvested through the date of redemption, except where they request a transaction that settles on a same-day basis. In that case, unless otherwise requested, shareholders will receive all dividends declared and reinvested through the date immediately preceding the date of redemption. Each Fund intends to make distributions, most of which will be taxed as ordinary income. Capital gains paid by the Fund may be taxable to you at different rates depending on how long the Fund has held the assets sold.
You will pay tax on dividends from a Fund even if you receive them in the form of additional shares. If you redeem Fund shares, you generally will be treated as having sold your shares and any gain on the transaction may be subject to tax. Certain dividend income and long-term capital gains are eligible for taxation at a reduced rate that applies to non-corporate shareholders. However, to the extent that a Fund’s distributions are derived from income on short-term debt securities and short-term capital gains, such distributions will generally not be eligible for taxation at the reduced rate.
If the value of assets held by a Fund declines, the Trustees may authorize a reduction in the number of outstanding shares in shareholders’ accounts to preserve a net asset value of $1.00 per share. After such a reduction, the basis of your eliminated shares would be added to the basis of your remaining Fund shares, and you could recognize a capital loss if you disposed of your shares at that time. Dividends of ordinary income and capital gains, including
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dividends reinvested in additional shares of a Fund, will nonetheless be fully taxable, even if the number of shares in your account has been reduced as described above.
A 3.8% Medicare tax is imposed on the net investment income (which includes, but is not limited to, interest, dividends and net gain from investments) of U.S. individuals with income exceeding $200,000, or $250,000 if married and filing jointly, and of trusts and estates.
By law, your dividends will be subject to a 28% withholding tax if you have not provided a taxpayer identification number or social security number or the number you have provided is incorrect.
If you are neither a tax resident nor a citizen of the United States or if you are a foreign entity, the Fund’s ordinary income dividends (which include distributions of net short-term capital gain) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies. However, for taxable years of a Fund beginning before January 1, 2015, certain distributions reported by a Fund as either interest related dividends or short-term capital gain dividends and paid to a foreign shareholder would be eligible for an exemption from U.S. withholding tax.
A 30% withholding tax is currently imposed on U.S.-source dividends, interest and other income items and will be imposed on proceeds from the sale of property producing U.S.-source dividends and interest paid after December 31, 2018, to (i) foreign financial institutions, including non-U.S. investment funds, unless they agree to collect and disclose to the Internal Revenue Service (“IRS”) information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities, unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need to (i) enter into agreements with the IRS that state that they will provide the IRS information, including the names, addresses and taxpayer identification numbers of direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts, agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders that fail to provide the required information, and determine certain other information concerning their account holders, or (ii) in the event that an applicable intergovernmental agreement and implementing legislation are adopted, provide local revenue authorities with similar account holder information. Other foreign entities will need to either provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.
This section summarizes some of the consequences under current Federal tax law of an investment in a Fund. It does not address the specific potential state tax and/or local tax consequences of your investment and is not a substitute for individualized tax advice. Some states exempt from personal income tax the portion of dividends paid by regulated investment companies, such as the Funds, that are derived from interest on certain obligations of the United States, if the regulated investment company meets certain requirements. Consult your tax adviser about the potential tax consequences of an investment in a Fund under all applicable tax laws.
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Financial Highlights

The Financial Highlights tables are intended to help you understand each Fund’s financial performance for the periods shown. Certain information reflects the financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in each respective Fund (assuming reinvestment of all dividends and/or distributions). The information for the fiscal year ended March 31, 2011, 2012, 2013, 2014 and 2015 has been audited by [ ], whose reports, along with each Fund’s financial statements, are included in the respective Fund’s Annual Report. The information for the fiscal period ended September 30, 2015 is unaudited and is included in the respective Fund’s Semi-Annual Report. The Funds’ Annual Report and Semi-Annual Report are available upon request.
Government Fund
    Year Ended March 31,
  Six Months
Ended
September 30,
2015
(unaudited)
2015 2014 2013 2012 2011
Per Share Operating Performance            
Net asset value, beginning of year [ ] $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income [ ] 0.0000 1 0.0000 1 0.0000 1 0.0000 1 0.0000 1
Net realized gain [ ] 0.0000 1 0.0001 0.0000 1 0.0000 1 0.0001
Net increase from investment operations
[ ]
0.0000 0.0001 0.0000 0.0000 0.0001
Distributions from:2            
Net investment income [ ] (0.0000) 3 (0.0000) 3 (0.0000) 3 (0.0000) 3 (0.0000) 3
Net realized gain [ ] (0.0000) 3 (0.0001) (0.0000) 3 (0.0000) 3 (0.0001)
Total distributions [ ] (0.0000) (0.0001) (0.0000) (0.0000) (0.0001)
Net asset value, end of year [ ] $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return4            
Based on net asset value [ ] 0.00% 0.01% 0.00% 0.00% 0.01%
Ratios to Average Net Assets5            
Total expenses6 [ ] 0.46% 0.45% 0.50% 0.47% 0.49%
Total expenses after fees waived and/or reimbursed6
[ ]
0.06% 0.07% 0.14% 0.07% 0.18%
Net investment income6 [ ] 0.00% 0.00% 0.00% 0.00% 0.00%
Supplemental Data            
Net assets, end of year (000) [ ] $190,613 $380,080 $310,118 $332,743 $208,517
  
1 Amount is less than $0.00005 per share.
2 Distributions for annual periods determined in accordance with federal income tax regulations.
3 Amount is greater than $(0.00005) per share.
4 Where applicable, assumes the reinvestment of distributions.
5 Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income.
6 Includes the Fund’s share of the Master LLC’s allocated fees waived of 0.24%, 0.23%, 0.20%, 0.24% and 0.22%, for the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, respectively.
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Financial Highlights (continued)

Money Fund
    Year Ended March 31,
  Six Months
Ended
September 30, 2015
(unaudited)
2015 2014 2013 2012 2011
Per Share Operating Performance            
Net asset value, beginning of year [ ] $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income [ ] 0.0000 1 0.0000 1 0.0000 1 0.0001 0.0004
Net realized gain [ ] 0.0001 0.0001 0.0000 1 0.0000 1 0.0001
Net increase from investment operations [ ] 0.0001 0.0001 0.0000 0.0001 0.0005
Distributions from:2            
Net investment income [ ] (0.0000) 3 (0.0000) 3 (0.0000) 3 (0.0001) (0.0004)
Net realized gain [ ] (0.0001) (0.0001) (0.0000) 3 (0.0000) 3 (0.0001)
Total distributions [ ] (0.0001) (0.0001) (0.0000) (0.0001) (0.0005)
Net asset value, end of year [ ] $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return4            
Based on net asset value [ ] 0.01% 0.01% 0.00% 0.01% 0.05%
Ratios to Average Net Assets5            
Total expenses [ ] 0.57% 6 0.56% 0.57% 0.58% 6 0.58%
Total expenses after fees waived [ ] 0.24% 6 0.24% 0.31% 0.27% 6 0.34%
Net investment income [ ] 0.00% 6 0.00% 0.00% 0.01% 6 0.04%
Supplemental Data            
Net assets, end of year (000) [ ] $4,826,706 $5,008,779 $5,570,656 $5,561,286 $5,622,763
  
1 Amount is less than $0.00005 per share.
2 Distributions for annual periods determined in accordance with federal income tax regulations.
3 Amount is greater than $(0.00005) per share.
4 Where applicable, assumes the reinvestment of distributions.
5 Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income.
6 Includes the Fund’s share of the Master LLC’s allocated fees waived of less than 0.01%.
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Financial Highlights (concluded)

Treasury Fund
    Year Ended March 31,
  Six Months
Ended
September 30,
2015
(unaudited)
2015 2014 2013 2012 2011
Per Share Operating Performance            
Net asset value, beginning of year [ ] $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income [ ] 0.0000 1 0.0000 1 0.0000 1 0.0000 1 0.0000 1
Net realized gain [ ] 0.0000 1 0.0001 0.0000 1 0.0000 1 0.0001
Net increase from investment operations [ ] 0.0000 0.0001 0.0000 0.0000 0.0001
Distributions from:2            
Net investment income [ ] (0.0000) 3 (0.0000) 3 (0.0000) 3 (0.0000) 3 (0.0000) 3
Net realized gain [ ] (0.0000) 3 (0.0001) (0.0000) 3 (0.0000) 3 (0.0001)
Total distributions [ ] (0.0000) (0.0001) (0.0000) (0.0000) (0.0001)
Net asset value, end of year [ ] $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Return4            
Based on net asset value [ ] 0.00% 0.01% 0.00% 0.00% 0.01%
Ratios to Average Net Assets5            
Total expenses6 [ ] 0.41% 0.42% 0.45% 0.40% 0.49%
Total expenses after fees waived and/or reimbursed6
[ ]
0.04% 0.06% 0.10% 0.05% 0.16%
Net investment income6 [ ] 0.00% 0.00% 0.00% 0.00% 0.00%
Supplemental Data            
Net assets, end of year (000) [ ] $1,177,555 $1,148,272 $1,580,801 $1,886,057 $1,625,719
  
1 Amount is less than $0.00005 per share.
2 Distributions for annual periods determined in accordance with federal income tax regulations.
3 Amount is greater than $(0.00005) per share.
4 Where applicable, assumes the reinvestment of distributions.
5 Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income.
6 Includes the Fund’s share of the Master LLC’s allocated fees waived of 0.17%, 0.14%, 0.11%, 0.15% and 0.08% for the years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, respectively.
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General Information

Shareholder Documents

Electronic Access to Annual Reports, Semi-Annual Reports and Prospectuses
Electronic copies of most financial reports and prospectuses are available on BlackRock’s website. Shareholders can sign up for e-mail notifications of annual and semi-annual reports and prospectuses by enrolling in a Fund’s electronic delivery program.
Shareholders Who Hold Accounts with Investment Advisers, Banks or Brokerages: Please contact your Financial Intermediary. Please note that not all investment advisers, banks or brokerages may offer this service.
Delivery of Shareholder Documents
Each Fund delivers only one copy of shareholder documents, including prospectuses, shareholder reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is known as “householding” and is intended to eliminate duplicate mailings and reduce expenses. 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 contact your Financial Intermediary.
Certain Fund Policies

Anti-Money Laundering Requirements
Each Fund is subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is intended to prevent the use of the U.S. financial system in furtherance of money laundering, terrorism or other illicit activities. Pursuant to requirements under the Patriot Act, each Fund is required to obtain sufficient information from shareholders to enable it to form a reasonable belief that it knows the true identity of its shareholders. This information will be used to verify the identity of investors or, in some cases, the status of Financial Intermediaries. Such information may be verified using third-party sources. This information will be used only for compliance with the Patriot Act or other applicable laws, regulations and rules in connection with money laundering, terrorism, or economic sanctions.
Each Fund reserves the right to reject purchase orders from persons who have not submitted information sufficient to allow the Fund to verify their identity. Each Fund also reserves the right to redeem any amounts in the Fund from persons whose identity it is unable to verify on a timely basis. It is each Fund’s policy to cooperate fully with appropriate regulators in any investigations conducted with respect to potential money laundering, terrorism, or other illicit activities.
BlackRock Privacy Principles
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your Financial Intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our website.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law, or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
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We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
Statement of Additional Information

If you would like further information about the Funds, including how they invest, please see the SAI.
For a discussion of each Fund’s policies and procedures regarding the selective disclosure of its portfolio holdings, please see the SAI.
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Glossary

This glossary contains an explanation of some of the common terms used in this prospectus. For additional information about the Funds, please see the SAI.
Administration Fee — a fee paid to BlackRock for providing administrative services to a Fund.
Annual Fund Operating Expenses — expenses that cover the costs of operating a Fund (and the Master LLC, if applicable).
Daily Liquid Assets — include (i) cash; (ii) direct obligations of the U.S. Government; and (iii) securities that will mature or are subject to a demand feature that is exercisable and payable within one business day.
Distribution Fees — fees used to support a Fund’s marketing and distribution efforts, such as compensating Financial Intermediaries, advertising and promotion.
Dollar-Weighted Average Life — the dollar-weighted average maturity of a Fund’s portfolio calculated without reference to the exceptions used for variable or floating rate securities regarding the use of interest rate reset dates in lieu of the security’s actual maturity date. “Dollar-weighted” means the larger the dollar value of a debt security in a Fund, the more weight it gets in calculating this average.
Dollar-Weighted Average Maturity — the average maturity of a Fund is the average amount of time until the organizations that issued the debt securities in a Fund’s portfolio must pay off the principal amount of the debt. “Dollar-weighted” means the larger the dollar value of a debt security in a Fund, the more weight it gets in calculating this average. To calculate the dollar-weighted average maturity, the Fund may treat a variable or floating rate security as having a maturity equal to the time remaining to the security’s next interest rate reset date rather than the security’s actual maturity.
Management Fees — fees paid to BlackRock for managing a Master LLC.
Other Expenses — include administration, transfer agency, custody, professional and registration fees.
Service Fees — fees used to compensate Financial Intermediaries for shareholder servicing activities.
Weekly Liquid Assets — include (i) cash; (ii) direct obligations of the U.S. Government; (iii) government securities issued by a person controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by the U.S. Congress that are issued at a discount to the principal amount to be repaid at maturity and have a remaining maturity of 60 days or less; and (iv) securities that will mature or are subject to a demand feature that is exercisable and payable within five business days.
Yield — the income generated by an investment in a Fund.
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For More Information

Funds and Service Providers

FUNDS
BIF Government Securities Fund
BIF Money Fund
BIF Treasury Fund
100 Bellevue Parkway
Wilmington, Delaware 19809
Written Correspondence:
c/o Financial Data Services, Inc.
P.O. Box 40486
Jacksonville, Florida 32203-0486
Overnight Mail:
c/o Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
(800) 221-7210
MANAGER AND ADMINISTRATOR
BlackRock Advisors, LLC
100 Bellevue Parkway
Wilmington, Delaware 19809
TRANSFER AGENT
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
[ ]
ACCOUNTING SERVICES PROVIDER
State Street Bank and Trust Company
100 Summer Street
Boston, Massachusetts 02110
DISTRIBUTOR
BlackRock Investments, LLC
40 East 52nd Street
New York, New York 10022
CUSTODIAN
State Street Bank and Trust Company
100 Summer Street
Boston, Massachusetts 02110
COUNSEL
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019-6018


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Additional Information

For more information:
This prospectus contains important information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference. More information about the Funds is available at no charge upon request. This information includes:
Annual/Semi-Annual Reports
These reports contain additional information about the Funds’ investments.
Statement of Additional Information
A Statement of Additional Information (“SAI”), dated January [ ], 2016, has been filed with the Securities and Exchange Commission (“SEC”). The SAI, which includes additional information about the Funds, may be obtained free of charge, along with the Funds’ annual and semi-annual reports, by calling (800) 626-1960. The SAI, as supplemented from time to time, is incorporated by reference into this prospectus.
BlackRock Investor Services
Representatives are available on any business day to discuss mutual fund prospectuses, literature, programs and services available. Call: (800) 626-1960.
Purchases and Redemptions and Account Information
Call your Financial Intermediary or Financial Data Services, Inc. at (800) 221-7210.
World Wide Web
General Fund information and specific Fund performance, including the SAI and annual/semi-annual reports, can be accessed free of charge at www.blackrock.com/prospectus/cash. Mutual fund prospectuses and literature can also be requested via this website.
Written Correspondence
BIF Government Securities Fund
BIF Money Fund
BIF Treasury Fund
c/o Financial Data Services, Inc.
PO Box 40486
Jacksonville, Florida 32203-0486
Overnight Mail
BIF Government Securities Fund
BIF Money Fund
BIF Treasury Fund
c/o Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
Internal Wholesalers/Broker Dealer Support
Available on any business day to support investment professionals. Call: (800) 626-1960.
Portfolio Characteristics and Holdings
A description of the Funds’ policies and procedures related to disclosure of portfolio characteristics and holdings is available in the SAI.
For information about portfolio holdings and characteristics, BlackRock fund shareholders and prospective investors may call (800) 626-1960.
Securities and Exchange Commission
You may also view and copy public information about the Funds, including the SAI, by visiting the EDGAR database on the SEC’s website (http://www.sec.gov) or the SEC’s Public Reference Room in Washington, D.C. Copies of this information can be obtained, for a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the Public Reference Room of the SEC, Washington, D.C. 20549. Information about obtaining documents on the SEC’s website without charge may be obtained by calling (800) SEC-0330.
You should rely only on the information contained in this prospectus. No one is authorized to provide you with information that is different from information contained in this prospectus.
The SEC has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
BIF GOVERNMENT SECURITIES FUND
BIF MONEY FUND
BIF TREASURY FUND
INVESTMENT COMPANY ACT FILE # 811-02752,
811-03205 AND 811-06196
© BlackRock Advisors, LLC
PRO-10117-[ ]


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The information in this document is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2015
STATEMENT OF ADDITIONAL INFORMATION
BIF Government Securities Fund
BIF Money Fund
BIF Treasury Fund
100 Bellevue Parkway, Wilmington, Delaware 19809 • Phone No. (800) 221-7210

    
This Statement of Additional Information of BIF Government Securities Fund, BIF Money Fund and BIF Treasury Fund (each, a “Fund” and collectively, the “Funds”) is not a prospectus and should be read in conjunction with the prospectus of the Funds, dated January [ ], 2016, as it may be amended or supplemented from time to time, (the “Prospectus”), which has been filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) and can be obtained, without charge, by calling (800) 221-7210 or by writing to the Funds at the above address. The Prospectus is incorporated by reference into this Statement of Additional Information, and Part I of this Statement of Additional Information and the portions of Part II of this Statement of Additional Information that relate to the Funds have been incorporated by reference into the Funds’ Prospectus. The portions of Part II of this Statement of Additional Information that do not relate to the Funds do not form a part of the Funds’ Statement of Additional Information, have not been incorporated by reference into the Funds’ Prospectus and should not be relied upon by investors in the Funds. The audited financial statements of each Fund and its corresponding master limited liability company are incorporated into this Statement of Additional Information by reference to each Fund’s 2015 Annual Report. The unaudited financial statements of each Fund and its corresponding master limited liability company are incorporated into this Statement of Additional Information by reference to each Fund’s [ ] Semi-Annual Report. You may request a copy of each Annual Report and Semi-Annual Report at no charge by calling (800) 221-7210 on any business day.
References to the Investment Company Act of 1940, as amended (the “Investment Company Act” or the “1940 Act”), or other applicable law, will include any rules promulgated thereunder and any guidance, interpretations or modifications by the Commission, Commission staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no-action or other relief or permission from the Commission, Commission staff or other authority.
Fund   Ticker Symbol
BIF Government Securities Fund

  CMGXX
BIF Money Fund

  CMEXX
BIF Treasury Fund

  CMTXX
  

BlackRock Advisors, LLC — Manager
BlackRock Investments, LLC — Distributor

The date of this Statement of Additional Information is January [ ], 2016.


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TABLE OF CONTENTS
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PART II  

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PART I: INFORMATION ABOUT BIF Government Securities Fund,
BIF Money Fund and BIF Treasury Fund
Part I of this Statement of Additional Information (“SAI”) sets forth information about BIF Government Securities Fund (“Government Fund”), BIF Money Fund (“Money Fund”) and BIF Treasury Fund (“Treasury Fund”) (each, a “Fund” and collectively, the “Funds”). It includes information about each Fund’s Board of Trustees (each, a “Board”), the advisory and management services provided to and the management fees applicable to each Fund and information about other fees applicable to and services provided to each Fund. This Part I of this SAI should be read in conjunction with the Funds’ Prospectus and those portions of Part II of this SAI that pertain to each Fund.
Each Fund is a “feeder” fund that invests all of its assets in Master Government Securities LLC (“Government LLC”), Master Money LLC (“Money LLC”) or Master Treasury LLC (“Treasury LLC”), as applicable (each, a “Master LLC” and collectively, the “Master LLCs”), which has the same investment objective and strategies as the corresponding Fund. All investments are made at the Master LLC level. Each Fund’s investment results will correspond directly to the investment results of the applicable Master LLC. For simplicity, however, this SAI, like the Prospectus, uses the name of the Fund or the term “Fund” to include the underlying Master LLC.
I. Investment Objectives and Policies
Government Fund
Government Fund is a money market fund. The investment objective of Government Fund is to seek preservation of capital, current income and liquidity. Government Fund’s investment objective is a fundamental policy of the Fund and may not be changed without the affirmative vote of a majority of Government Fund’s outstanding shares as defined in the Investment Company Act. Government Fund invests 100% of its total assets in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Government, and repurchase agreements secured by such obligations or cash. The Fund invests in a portfolio of securities maturing in 397 days (13 months) or less (with certain exceptions) that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less. The Fund may invest in variable and floating rate instruments, and transact in securities on a when-issued, delayed delivery or forward commitment basis. There can be no assurance that the investment objective of Government Fund will be realized. Government Fund is classified as a diversified open-end investment company under the Investment Company Act.
Direct U.S. Government obligations consist of securities that are issued, and/or guaranteed as to principal and interest, by the U.S. Government and are backed by the full faith and credit of the United States, including securities issued by the Government National Mortgage Association. Government Fund may not invest in securities issued or guaranteed by U.S. Government agencies, instrumentalities or U.S. Government sponsored enterprises that are not backed by the full faith and credit of the United States.
Government Fund may invest in the U.S. Government securities described above pursuant to repurchase agreements. Under such agreements, the counterparty agrees, upon entering into the contract, to repurchase the security from Government Fund at a mutually agreed upon time and price, thereby determining the yield during the term of the agreement. This results in a fixed rate of return insulated from market fluctuations during such period.
Investment in Government Fund shares offers several potential benefits. By utilizing professional money market management and block purchases of securities, Government Fund seeks to provide as high a yield potential, consistent with its investment objective, as is available from investments in short-term U.S. Government securities. It provides high liquidity because of its redemption features and seeks the reduced market risk that generally results from diversification of assets. The shareholder is also relieved from administrative burdens associated with direct investment in short-term U.S. Government securities, such as coordinating maturities and reinvestments, safekeeping and making numerous buy-sell decisions. These benefits are at least partially offset by certain expenses borne by investors, including management fees, distribution fees, administrative costs and operational costs.
Money Fund
Money Fund is a money market fund. The investment objective of Money Fund is to seek current income, preservation of capital and liquidity. Money Fund’s investment objective is a fundamental policy of the Fund that may not be changed without the affirmative vote of a majority of Money Fund’s outstanding shares as defined in the Investment Company Act.
Money Fund seeks to achieve its investment objective by investing at least 99.5% of its total assets in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S.
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Government, its agencies or instrumentalities, and repurchase agreements secured by such obligations or cash. The Fund may invest in variable and floating rate instruments, and transact in securities on a when-issued, delayed delivery or forward commitment basis. There can be no assurance that the investment objective of Money Fund will be realized. Money Fund is classified as a diversified open-end investment company under the Investment Company Act.
Money Fund’s investments will be in instruments with a remaining maturity of 397 days (13 months) or less, with certain exceptions. The Fund invests in “Government Securities” (as defined by applicable laws, regulations or interpretations of the Commission). BlackRock Advisors, LLC (“BlackRock” or the “Manager”) is the Fund’s investment manager. The Fund’s dollar-weighted average maturity will be 60 days or less, and its dollar-weighted average life will be 120 days or less.
Investment in Money Fund shares offers several potential benefits. By utilizing professional money market management and block purchases of securities, Money Fund seeks to provide as high a yield potential, consistent with its investment objective, as is available through investments in short-term U.S. Government securities. It provides high liquidity because of its redemption features and seeks the reduced risk that generally results from diversification of assets. The shareholder is also relieved from administrative burdens associated with direct investment in short-term U.S. Government securities, such as coordinating maturities and reinvestments, safekeeping and making numerous buy-sell decisions. These benefits are at least partially offset by certain expenses borne by investors, including management fees, distribution fees, administrative costs and operational costs.
Treasury Fund
Treasury Fund is a money market fund. The investment objective of Treasury Fund is to seek preservation of capital, liquidity and current income. Treasury Fund’s investment objective is a fundamental policy of the Fund and may not be changed without the affirmative vote of a majority of Treasury Fund’s outstanding shares as defined in the Investment Company Act. Treasury Fund invests 100% of its total assets in cash, U.S. Treasury bills, notes and other obligations of the U.S. Treasury. The Fund invests in a portfolio of securities maturing in 397 days (13 months) or less (with certain exceptions) that will have a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less. The Fund may invest in variable and floating rate instruments, and transact in securities on a when-issued, delayed delivery or forward commitment basis. There can be no assurance that the investment objective of Treasury Fund will be realized. Treasury Fund is classified as a diversified open-end investment company under the Investment Company Act.
Preservation of capital is a prime investment objective of Treasury Fund and the direct U.S. Treasury obligations in which it invests are generally considered to have the lowest principal risk among money market securities. Historically, direct U.S. Treasury obligations have generally had lower rates of return than other money market securities that are subject to greater risk.
Investment in Treasury Fund shares offers several potential benefits. By utilizing professional money market management and block purchases of securities, Treasury Fund seeks to provide as high a yield potential, consistent with its investment objective, as is available through investment in short-term U.S. Treasury obligations. It provides high liquidity because of its redemption features and seeks the reduced market risk that generally results from diversification of assets. The shareholder is also relieved from administrative burdens associated with direct investment in U.S. Treasury securities, such as coordinating maturities and reinvestments, and making numerous buy-sell decisions. These benefits are at least partially offset by certain expenses borne by investors, including management fees, distribution fees, administrative costs and operational costs.
* * *
Set forth below is a listing of some of the types of investments and investment strategies that the Funds may use, and the risks and considerations associated with those investments and investment strategies. Please see Part II of this SAI for further information on these investments and investment strategies.
Information that does not apply to a Fund does not form a part of that Fund’s SAI and should not be relied on by investors in such Fund.
Only information that is clearly identified as applicable to a Fund is considered to form a part of that Fund’s SAI.
  Government
Fund
Money
Fund
Treasury
Fund
Bank Money Instruments      
Commercial Paper and Other Short-Term Obligations      
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  Government
Fund
Money
Fund
Treasury
Fund
Cyber Security Issues X X X
Foreign Bank Money Instruments      
Foreign Short-Term Debt Instruments      
Forward Commitments X X X
Investment in Other Investment Companies X   X
Municipal Investments      
Municipal Securities      
Municipal Securities — Derivative Products      
Municipal Notes      
Municipal Commercial Paper      
Municipal Lease Obligations      
Municipal Securities — Short-Term Maturity Standards      
Municipal Securities — Quality Standards      
Municipal Securities — Other Factors      
Single State Risk      
Variable Rate Demand Obligations (“VRDOs”) and Participating VRDOs      
Purchase of Securities with Fixed Price “Puts”      
Repurchase Agreements and Purchase and Sale Contracts X X  
Reverse Repurchase Agreements      
Rule 2a-7 Requirements X X X
Securities Lending   X  
Structured Notes      
Taxable Money Market Securities X X X
U.S. Government Obligations X X X
Variable and Floating Rate Instruments X X X
When Issued Securities, Delayed Delivery Securities and Forward Commitments X X X
  
Regulation Regarding Derivatives. The Commodity Futures Trading Commission (“CFTC”) subjects advisers to registered investment companies to regulation by the CFTC if a fund that is advised by the investment adviser either (i) invests, directly or indirectly more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”), or (ii) markets itself as providing investment exposure to such instruments. To the extent a Fund uses CFTC Derivatives, it intends to do so below such prescribed levels and will not market itself as a “commodity pool” or a vehicle for trading such instruments. Accordingly, BlackRock has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act (“CEA”) pursuant to Rule 4.5 under the CEA. BlackRock is not, therefore, subject to registration or regulation as a “commodity pool operator” under the CEA in respect of the Funds.
II. Investment Restrictions
Each Fund has adopted restrictions and policies relating to the investment of the Fund’s assets and its activities. Certain of the restrictions are fundamental policies of a Fund and may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities (which for this purpose and under the Investment Company Act, means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares). None of the following fundamental restrictions shall prevent a Fund from investing all of its assets in shares of another registered investment company with the same investment objective and policies (in a master/feeder structure).
Each Fund’s corresponding Master LLC has adopted investment restrictions substantially similar to those set forth below. In addition, each Master LLC has adopted certain additional fundamental investment restrictions and non-fundamental investment restrictions. Each Master LLC’s non-fundamental investment restrictions may be changed by such Master LLC’s Board of Directors without interestholder approval.
Set forth below are each Fund’s fundamental investment restrictions and each Master LLC’s fundamental and non-fundamental investment restrictions. Unless otherwise provided, all references below to the assets of a Fund are in terms of current market value.
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Government Fund
Under its fundamental investment restrictions, Government Fund may not:
(1) Purchase any securities other than short-term marketable securities which are direct obligations of the U.S. Government and repurchase agreements pertaining to such securities;
(2) Enter into repurchase agreements with any one bank or primary dealer or an affiliate thereof, if immediately thereafter, more than 5% of the value of its total assets (taken at market value) would be invested in repurchase agreements with such bank or primary dealer or an affiliate thereof;
(3) Enter into repurchase agreements if, as a result thereof, more than 10% of Government Fund’s net assets (taken at market value at the time of each investment) would be subject to repurchase agreements maturing in more than seven days;
(4) Act as an underwriter of securities issued by other persons;
(5) Purchase any securities on margin, except for use of short-term credit necessary for clearance of purchases and sales of portfolio securities;
(6) Make short sales of securities or maintain a short position or write, purchase or sell puts, calls, straddles, spreads or combinations thereof;
(7) Make loans to other persons, provided that Government Fund may purchase short-term marketable securities which are direct obligations of the U.S. Government or enter into repurchase agreements pertaining thereto;
(8) Borrow amounts in excess of 20% of its total assets, taken at market value (including the amount borrowed), and then only from banks as a temporary measure for extraordinary or emergency purposes (usually only “leveraged” investment companies may borrow in excess of 5% of their assets; however, Government Fund will not borrow to increase income but only to meet redemption requests which might otherwise require untimely dispositions of portfolio securities). Government Fund will not purchase securities while borrowings are outstanding. Interest paid on such borrowings will reduce net income;
(9) Mortgage, pledge, hypothecate or in any manner transfer as security for indebtedness any securities owned or held by Government Fund except as may be necessary in connection with borrowings mentioned in (8) above, and then such mortgaging, pledging or hypothecating may not exceed 10% of Government Fund’s net assets, taken at market value;
(10) Invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers in any particular industry (other than U.S. Government securities and U.S. Government agency securities);
(11) Issue senior securities to the extent such issuance would violate applicable law;
(12) Purchase or sell real estate (other than money market securities secured by real estate or interests therein or money market securities issued by companies which invest in real estate, or interests therein); and
(13) Purchase or sell commodities or contracts on commodities, except to the extent that the Fund may do so in accordance with applicable law and the Prospectus and this SAI, as they may be amended from time to time, and without registering as a commodity pool operator under the CEA.
Notwithstanding the provisions of fundamental investment restriction (3), Government Fund will not invest more than 5% of the value of its total assets in repurchase agreements that mature in more than seven days or in other securities that are illiquid (i.e., securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the value ascribed to them by Government Fund).
Government LLC has adopted fundamental investment restrictions that are substantially similar to fundamental investment restrictions (4), (7), (10), (11), (12) and (13) of Government Fund. Under the following additional fundamental investment restrictions, Government LLC may not:
(1) Borrow money, except that (i) Government LLC may borrow from banks (as defined in the Investment Company Act) in amounts up to 33 13% of its total assets (including the amount borrowed), (ii) Government LLC may borrow up to an additional 5% of its total assets for temporary purposes, (iii) Government LLC may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, and (iv) Government LLC may purchase securities on margin to the extent permitted by applicable law. These
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restrictions on borrowing shall not apply to reverse repurchase agreements as described in Government LLC’s prospectus and statement of additional information. Government LLC may not pledge its assets other than to secure such borrowings or to the extent permitted by Government LLC’s investment policies as set forth in its prospectus and statement of additional information, as they may be amended from time to time, in connection with hedging transactions, short sales, when-issued, reverse repurchase and forward commitment transactions and similar investment strategies.
(2) Make any investment inconsistent with Government LLC’s classification as a diversified investment company under the Investment Company Act.
Government LLC also has adopted non-fundamental investment restrictions that are identical to fundamental investment restrictions (1), (2), (3), (5), (6), (8) and (9) of Government Fund. Set forth below are additional non-fundamental investment restrictions adopted by Government LLC:
a. Subject to its fundamental investment restrictions, Government LLC may not purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the “fund of funds” provisions) of the Investment Company Act, at any time its shares are owned by another investment company that is part of the same group of investment companies as Government LLC.
b. Change its policy of investing exclusively in a diversified portfolio made up only of short-term U.S. Government securities, including variable rate securities, and repurchase agreements with banks and securities dealers that involve direct U.S. Government obligations, without providing 60 days’ prior written notice to shareholders.
Except with respect to Government Fund’s and Government LLC’s borrowing restrictions, if a percentage restriction on the investment or use of assets set forth above is adhered to at the time a transaction is effected, later changes in percentages resulting from changing values will not be considered a violation.
Money Fund
Under its fundamental investment restrictions, Money Fund may not:
(1) Purchase any securities other than types of money market securities and investments described in the Prospectus and under “Investment Objectives and Policies”;
(2) Invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers in any particular industry (other than U.S. Government securities, U.S. Government agency securities or domestic bank money market instruments);
(3) Purchase the securities of any one issuer, other than the U.S. Government, its agencies or instrumentalities, if immediately after the purchase, more than 5% of the value of its total assets (taken at market value) would be invested in such issuer, except that, in the case of bank money market instruments or repurchase agreements with any one bank, up to 25% of the value of the Fund’s total assets may be invested without regard to such 5% limitation but shall instead be subject to a 10% limitation;
(4) Purchase more than 10% of the outstanding securities, or more than 10% of the outstanding voting securities, of an issuer;
(5) Enter into repurchase agreements if, as a result, more than 10% of Money Fund’s net assets (taken at market value at the time of each investment, together with any other investments deemed illiquid) would be subject to repurchase agreements maturing in more than seven days;
(6) Make investments for the purpose of exercising control or management;
(7) Underwrite securities issued by other persons;
(8) Purchase securities of other investment companies, except in connection with a merger, consolidation, acquisition or reorganization;
(9) Purchase or sell real estate (other than money market securities secured by real estate or interests therein or money market securities issued by companies which invest in real estate or interests therein), commodities or commodity contracts, interests in oil, gas or other mineral exploration or development programs;
(10) Purchase any securities on margin, except for the use of short-term credit necessary for clearance of purchases and sales of portfolio securities;
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(11) Make short sales of securities or maintain a short position or write, purchase or sell puts, calls, straddles, spreads or combinations thereof;
(12) Make loans to other persons, provided that Money Fund may purchase money market securities or enter into repurchase agreements and lend securities owned or held by it pursuant to (13) below;
(13) Lend its portfolio securities in excess of 33 13% of its total assets, taken at market value, provided that such loans are made according to the guidelines set forth above;
(14) Borrow amounts in excess of 20% of its total assets, taken at market value (including the amount borrowed), and then only from banks as a temporary measure for extraordinary or emergency purposes (the borrowing provisions shall not apply to reverse repurchase agreements) (usually only “leveraged” investment companies may borrow in excess of 5% of their assets; however, Money Fund will not borrow to increase income but only to meet redemption requests which might otherwise require untimely dispositions of portfolio securities). Money Fund will not purchase securities while borrowings are outstanding. Interest paid on such borrowings will reduce net income;
(15) Mortgage, pledge, hypothecate or in any manner transfer (except as provided in (13) above) as security for indebtedness any securities owned or held by Money Fund except as may be necessary in connection with borrowings referred to in investment restriction (14) above, and then such mortgaging, pledging or hypothecating may not exceed 10% of Money Fund’s net assets, taken at market value;
(16) Invest in securities with legal or contractual restrictions on resale (except for repurchase agreements) or for which no readily available market exists if, regarding all such securities, more than 10% of its net assets (taken at market value) would be invested in such securities;
(17) Invest in securities of issuers (other than issuers of U.S. Government agency securities) having a record, together with predecessors, of less than three years of continuous operation if, regarding all such securities, more than 5% of its total assets (taken at market value) would be invested in such securities;
(18) Enter into reverse repurchase agreements if, as a result thereof, Money Fund’s obligations with respect to reverse repurchase agreements would exceed one-third of its net assets (defined to be total assets, taken at market value, less liabilities other than reverse repurchase agreements);
(19) Purchase or retain the securities of any issuer, if those individual officers and Trustees of Money Fund, BlackRock Advisors, LLC or any subsidiary thereof each owning beneficially more than 1% of the securities of such issuer own in the aggregate more than 5% of the securities of the issuer; and
(20) Issue senior securities to the extent such issuance would violate applicable law.
Notwithstanding the provisions of fundamental investment restrictions (5) and (16), Money Fund will not invest more than 5% of the value of its total assets in securities that are illiquid (i.e., securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the value ascribed to them by Money Fund).
Money LLC has adopted fundamental investment restrictions that are substantially similar to fundamental investment restrictions (2), (7), (9), (12) and (20) of Money Fund. Under the following additional fundamental investment restrictions, Money LLC may not:
(1) Borrow money, except that (i) Money LLC may borrow from banks (as defined in the Investment Company Act) in amounts up to 33 13% of its total assets (including the amount borrowed), (ii) Money LLC may borrow up to an additional 5% of its total assets for temporary purposes, (iii) Money LLC may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, and (iv) Money LLC may purchase securities on margin to the extent permitted by applicable law. These restrictions on borrowing shall not apply to reverse repurchase agreements as described in Money LLC’s prospectus and statement of additional information. Money LLC may not pledge its assets other than to secure such borrowings or to the extent permitted by Money LLC’s investment policies as set forth in its prospectus and statement of additional information, as they may be amended from time to time, in connection with hedging transactions, short sales, when-issued, reverse repurchase and forward commitment transactions and similar investment strategies.
(2) Make any investment inconsistent with Money LLC’s classification as a diversified investment company under the Investment Company Act.
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Money LLC also has adopted non-fundamental investment restrictions that are identical to fundamental investment restrictions (1), (3), (4), (5), (6), (8), (10), (11), (13), (14), (15), (16), (17), (18) and (19) of Money Fund. Set forth below are additional non-fundamental investment restrictions adopted by Money LLC:
a. Subject to its fundamental investment restrictions, Money LLC may from time to time lend securities from its portfolio to brokers, dealers and financial institutions and receive collateral in cash or securities issued or guaranteed by the U.S. Government, which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. Such cash collateral will be invested in short-term securities, the income from which will increase the return to Money LLC. Such loans will be terminable at any time. Money LLC will have the right to regain record ownership of loaned securities to exercise beneficial rights. Money LLC may pay reasonable fees in connection with the arranging of such loan.
b. Subject to its fundamental investment restrictions, Money LLC may not purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the “fund of funds” provisions) of the Investment Company Act, at any time its shares are owned by another investment company that is part of the same group of investment companies as Money LLC.
Except with respect to Money Fund’s and Money LLC’s borrowing restrictions, if a percentage restriction on the investment or use of assets set forth above is adhered to at the time a transaction is effected, later changes in percentages resulting from changing values will not be considered a violation.
Treasury Fund
Under its fundamental investment restrictions, Treasury Fund may not:
(1) Purchase any securities (other than direct obligations of the U.S. Treasury) with remaining maturities of more than 762 days (25 months);
(2) Act as an underwriter of securities issued by other persons;
(3) Purchase any securities on margin, except for use of short-term credit necessary for clearance of purchases and sales of portfolio securities;
(4) Make short sales of securities or maintain a short position or write, purchase or sell puts, calls, straddles, spreads or combinations thereof;
(5) Make loans to other persons, provided that Treasury Fund may purchase short-term marketable securities which are direct obligations of the U.S. Treasury;
(6) Borrow amounts in excess of 20% of its total assets, taken at market value (including the amount borrowed), and then only from banks as a temporary measure for extraordinary or emergency purposes (usually only “leveraged” investment companies may borrow in excess of 5% of their assets; however, Treasury Fund will not borrow to increase income but only to meet redemption requests which might otherwise require untimely dispositions of portfolio securities). Treasury Fund will not purchase securities while borrowings are outstanding. Interest paid on such borrowings will reduce net income;
(7) Mortgage, pledge, hypothecate or in any manner transfer as security for indebtedness any securities owned or held by Treasury Fund except as may be necessary in connection with borrowings mentioned in (6) above, and then such mortgaging, pledging or hypothecating may not exceed 10% of Treasury Fund’s net assets, taken at market value;
(8) Purchase or sell real estate (other than money market securities secured by real estate or interests therein or money market securities issued by companies which invest in real estate, or interests therein);
(9) Purchase or sell commodities or contracts on commodities, except to the extent that the Fund may do so in accordance with applicable law and the Prospectus and this SAI, as they may be amended from time to time, and without registering as a commodity pool operator under the CEA;
(10) Issue senior securities to the extent such issuance would violate applicable law; and
(11) Invest more than 25% of its total assets (taken at market value at the time of each investment) in the securities of issuers in any particular industry (other than U.S. Government securities, U.S. Government Agency securities or bank money instruments).
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Notwithstanding the provisions of fundamental investment restriction (1), Treasury Fund will not purchase any securities with remaining maturities of more than 397 days (13 months).
Treasury LLC has adopted fundamental investment restrictions that are substantially similar to fundamental investment restrictions (2), (8), (9), (10) and (11) of Treasury Fund. Under the following additional fundamental investment restrictions, Treasury LLC may not:
(1) Borrow money, except that (i) Treasury LLC may borrow from banks (as defined in the Investment Company Act) in amounts up to 33 13% of its total assets (including the amount borrowed), (ii) Treasury LLC may borrow up to an additional 5% of its total assets for temporary purposes, (iii) Treasury LLC may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, and (iv) Treasury LLC may purchase securities on margin to the extent permitted by applicable law. These restrictions on borrowing shall not apply to reverse repurchase agreements as described in Treasury LLC’s prospectus and statement of additional information. Treasury LLC may not pledge its assets other than to secure such borrowings or to the extent permitted by Treasury LLC’s investment policies as set forth in its prospectus and statement of additional information, as they may be amended from time to time, in connection with hedging transactions, short sales, when-issued, reverse repurchase and forward commitment transactions and similar investment strategies.
(2) Make loans to other persons, except that the acquisition of bonds, debentures or other debt securities and investment in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers’ acceptances, repurchase agreements or any similar instruments shall not be deemed to be the making of a loan, and except further that Treasury Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law and guidelines set forth in Treasury LLC’s prospectus and statement of additional information, as they may be amended from time to time.
(3) Make any investment inconsistent with Treasury LLC’s classification as a diversified investment company under the Investment Company Act.
Treasury LLC also has adopted non-fundamental restrictions that are identical to fundamental investment restrictions (1), (3), (4), (5), (6) and (7) of Treasury Fund. Set forth below are additional non-fundamental investment restrictions adopted by Treasury LLC:
a. Subject to its fundamental investment restrictions, Treasury LLC may not purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the “fund of funds” provisions) of the Investment Company Act, at any time its shares are owned by another investment company that is part of the same group of investment companies as Treasury LLC.
b. Change its policy of investing exclusively in a diversified portfolio made up only of short-term marketable securities, that are direct obligations of the U.S. Treasury without providing 60 days’ prior written notice to shareholders.
Except with respect to Treasury Fund’s and Treasury LLC’s borrowing restriction, if a percentage restriction on the investment or use of assets set forth above is adhered to at the time a transaction is effected, later changes in percentages resulting from changing values will not be considered a violation.
III. Information on Trustees and Officers
The Board of each Fund consists of fifteen individuals (each, a “Trustee”), thirteen of whom are not “interested persons” of the Fund as defined in the Investment Company Act (the “Independent Trustees”). The same individuals serve as Directors of the Master LLCs. The registered investment companies advised by BlackRock or its affiliates (the “BlackRock-advised Funds”) are organized into one complex of closed-end funds (the “Closed-End Complex”), two complexes of open-end funds (the “Equity-Liquidity Complex” and the “Equity-Bond Complex”) and one complex of exchange-traded funds (each, a “BlackRock Fund Complex”). The Funds and Master LLCs are included in the BlackRock Fund Complex referred to as the Equity-Liquidity Complex. The Trustees also oversee as board members the operations of the other open-end registered investment companies included in the Equity-Liquidity Complex.
The Board of each Fund has overall responsibility for the oversight of the Fund. The Chair of each Board is an Independent Trustee, and the Chair of each Board committee (each, a “Committee”) is an Independent Trustee. Each Board has five standing Committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight and Contract Committee and an Executive Committee. The role of the Chair of the Board is to preside at all meetings of the Board, and to act as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings. The Chair of each Committee performs a similar role with
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respect to the Committee. The Chair of the Board or the Chair of a Committee may also perform such other functions as may be delegated by the Board or the Committee from time to time. The Independent Trustees meet regularly outside the presence of Fund management, in executive session or with other service providers to the Fund. Each Board has regular meetings five times a year, and may hold special meetings if required before its next regular meeting. Each Committee meets regularly to conduct the oversight functions delegated to that Committee by the Board and reports its findings to the Board. Each Board and each standing Committee conduct annual assessments of their oversight function and structure. Each Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over management and to allocate areas of responsibility among Committees and the full Board to enhance effective oversight.
Each Board has engaged the Manager to manage the applicable Fund on a day-to-day basis. Each Board is responsible for overseeing the Manager, other service providers, the operations of the applicable Fund and associated risks in accordance with the provisions of the Investment Company Act, state law, other applicable laws, the applicable Fund’s charter, and the applicable Fund’s investment objective and strategies. Each Board reviews, on an ongoing basis, the applicable Fund’s performance, operations, and investment strategies and techniques. Each Board also conducts reviews of the Manager and its role in running the operations of the applicable Fund.
Day-to-day risk management with respect to each Fund is the responsibility of the Manager or of sub-advisers or other service providers (depending on the nature of the risk), subject to the supervision of the Manager. The Funds are subject to a number of risks, including investment, compliance, operational and valuation risks, among others. While there are a number of risk management functions performed by the Manager and the sub-advisers or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight forms part of the Board’s general oversight of the applicable Fund and is addressed as part of various Board and Committee activities. Each Board, directly or through a Committee, also reviews reports from, among others, management, the independent registered public accounting firm for the applicable Fund, sub-advisers, and internal auditors for the investment adviser or its affiliates, as appropriate, regarding risks faced by the Funds and management’s or the service provider’s risk functions. The Committee system facilitates the timely and efficient consideration of matters by the Trustees, and facilitates effective oversight of compliance with legal and regulatory requirements and of the Funds’ activities and associated risks. Each Board has appointed a Chief Compliance Officer, who oversees the implementation and testing of the applicable Fund’s compliance program and reports to the Board regarding compliance matters for the Fund and its service providers. The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities.
The members of the Audit Committees (each, an “Audit Committee”) are Kenneth L. Urish (Chair), Frank J. Fabozzi, Herbert I. London, Mark Stalnecker and Frederick W. Winter, all of whom are Independent Trustees. The principal responsibilities of the Audit Committee are to approve, and recommend to the full Board for approval, the selection, retention, termination and compensation of the Funds’ independent registered public accounting firm (the “Independent Registered Public Accounting Firm”) and to oversee the Independent Registered Public Accounting Firm’s work. Each Audit Committee’s responsibilities include, without limitation, to (1) evaluate the qualifications and independence of the Independent Registered Public Accounting Firm; (2) approve all audit engagement terms and fees for the applicable Fund; (3) review the conduct and results of each independent audit of the applicable Fund’s annual financial statements; (4) review any issues raised by the Independent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies and practices of the Fund and the internal controls of the applicable Fund and certain service providers; (5) oversee the performance of the applicable Fund’s Independent Registered Public Accounting Firm; (6) review and discuss with management and the applicable Fund’s Independent Registered Public Accounting Firm the performance and findings of the applicable Fund’s internal auditors; (7) discuss with Fund management its policies regarding risk assessment and risk management as such matters relate to the applicable Fund’s financial reporting and controls; (8) resolve any disagreements between Fund management and the Independent Registered Public Accounting Firm regarding financial reporting; and (9) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Audit Committee. Each Board has adopted a written charter for the Audit Committee. During the fiscal year ended March 31, 2015, each Audit Committee met four times.
The members of the Governance and Nominating Committees (each, a “Governance Committee”) are Dr. Matina S. Horner (Chair), Collette Chilton, Herbert I. London, Cynthia A. Montgomery, Robert C. Robb, Jr. and Toby Rosenblatt, all of whom are Independent Trustees. The principal responsibilities of each Governance Committee are to (1) identify individuals qualified to serve as Independent Trustees of the applicable Fund and recommend Independent Trustee nominees for election by shareholders or appointment by the Board; (2) advise the Board with respect to Board composition, procedures and committees (other than the Audit Committee); (3) oversee periodic self-assessments of the Board and committees of the Board (other than the Audit Committee); (4) review and make
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recommendations regarding Independent Trustee compensation; (5) monitor corporate governance matters and develop appropriate recommendations to the Board; (6) act as the administrative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to Independent Trustees; and (7) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Governance Committee. Each Governance Committee may consider nominations for the office of Trustee made by Fund shareholders as it deems appropriate. Fund shareholders who wish to recommend a nominee should send nominations to the Secretary of the Fund that include biographical information and set forth the qualifications of the proposed nominee. Each Board has adopted a written charter for the Governance Committee. During the fiscal year ended March 31, 2015, each Governance Committee met four times.
The members of the Compliance Committees (each, a “Compliance Committee”) are Joseph P. Platt (Chair), Rodney D. Johnson, Cynthia A. Montgomery and Robert C. Robb, Jr., all of whom are Independent Trustees. Each Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee regulatory and fiduciary compliance matters involving the applicable Fund, the fund-related activities of BlackRock and any sub-adviser and the applicable Fund’s third-party service providers. Each Compliance Committee’s responsibilities include, without limitation, to (1) oversee the compliance policies and procedures of the applicable Fund and its service providers and recommend changes or additions to such policies and procedures; (2) review information on and, where appropriate, recommend policies concerning the applicable Fund’s compliance with applicable law; (3) review reports from, oversee the annual performance review of, and make certain recommendations and determinations regarding the Chief Compliance Officer (the “CCO”), including determining the amount and structure of the CCO’s compensation and recommending such amount and structure to the full Board for approval and ratification; and (4) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Compliance Committee. Each Board has adopted a written charter for the Compliance Committee. During the fiscal year ended March 31, 2015, each Compliance Committee met four times.
The members of the Performance Oversight and Contract Committees (each, a “Performance Oversight Committee”) are David O. Beim (Chair), Collette Chilton, Frank J. Fabozzi, Toby Rosenblatt, Mark Stalnecker and Frederick W. Winter, all of whom are Independent Trustees. Each Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee the applicable Fund’s investment performance relative to its agreed-upon performance objectives and to assist the Independent Trustees in their consideration of investment advisory agreements. Each Performance Oversight Committee’s responsibilities include, without limitation, to (1) review information on, and make recommendations to the full Board in respect of, the applicable Fund’s investment objective, policies and practices; (2) review information on the applicable Fund’s investment performance; (3) review information on appropriate benchmarks and competitive universes and unusual or exceptional investment matters; (4) review personnel and other resources devoted to management of the applicable Fund and evaluate the nature and quality of information furnished to the Performance Oversight Committee; (5) recommend any required action regarding changes in fundamental and non-fundamental investment policies and restrictions, fund mergers or liquidations; (6) request and review information on the nature, extent and quality of services provided to the shareholders; (7) make recommendations to the Board concerning the approval or renewal of investment advisory agreements; and (8) undertake such other duties and responsibilities as may from time to time be delegated by the Board to the Performance Oversight Committee. Each Board has adopted a written charter for the Performance Oversight Committee. During the fiscal year ended March 31, 2015, each Performance Oversight Committee met four times.
The members of the Executive Committees (each, an “Executive Committee”) are Dr. Matina S. Horner and Rodney D. Johnson, both of whom are Independent Trustees, and Barbara G. Novick, who serves as an interested Trustee. The principal responsibilities of the Executive Committee are to (1) act on routine matters between meetings of the Board; (2) act on such matters as may require urgent action between meetings of the Board; and (3) exercise such other authority as may from time to time be delegated to the Executive Committee by the Board. Each Board has adopted a written charter for the Executive Committee. During the fiscal year ended March 31, 2015, each Executive Committee held one formal meeting. Each Executive Committee met informally numerous times throughout the fiscal year.
Each Governance Committee has adopted a statement of policy that describes the experience, qualifications, skills and attributes that are necessary and desirable for potential Independent Trustee candidates (the “Statement of Policy”). Each Board believes that each Independent Trustee satisfied, at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. Furthermore, in determining that a particular Independent Trustee was and continues to be qualified to serve as a Trustee, each Board has considered a variety of criteria, none of which, in isolation, was controlling. Each Board believes that,
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collectively, the Independent Trustees have balanced and diverse experience, skills, attributes and qualifications, which allow the Board to operate effectively in governing the applicable Fund and protecting the interests of shareholders. Among the attributes common to all Independent Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with each Fund’s investment adviser, sub-advisers, other service providers, counsel and Independent Registered Public Accounting Firm, and to exercise effective business judgment in the performance of their duties as Trustees.
Each Independent Trustee’s ability to perform his or her duties effectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a board member of each Fund and the other funds in the BlackRock Fund Complexes (and any predecessor funds), other investment funds, public companies, non-profit entities or other organizations; ongoing commitment to and participation in Board and Committee meetings, as well as his or her leadership of standing and ad hoc committees throughout the years; or other relevant life experiences.
The table below discusses some of the experiences, qualifications and skills of each of the Trustees that support the conclusion that each Trustee should serve (or continue to serve) on the Boards.
Trustees   Experience, Qualifications and Skills
Independent Trustees    
David O. Beim   David O. Beim has served for over 16 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy Merrill Lynch Investment Managers, L.P. (“MLIM”) funds. Mr. Beim has served as a professor of finance and economics at the Columbia University Graduate School of Business since 1991 and has taught courses on corporate finance, international banking and emerging financial markets. Each Board benefits from the perspective and background gained by his almost 20 years of academic experience. He has published numerous articles and books on a range of topics, including, among others, banking and finance. In addition, Mr. Beim spent 25 years in investment banking, including starting and running the investment banking business at Bankers Trust Company.
Collette Chilton   Collette Chilton recently joined as a member of the boards of the funds in the Equity-Liquidity Complex. Ms. Chilton has over 20 years of experience in investment management. She has held the position of Chief Investment Officer of Williams College since October 2006. Prior to that she was President and Chief Investment Officer of Lucent Asset Management Corporation, where she oversaw approximately $40 billion in pension and retirement savings assets for the company. These positions have provided her with insight and perspective on the markets and the economy. The Board benefits from this knowledge and experience.
Frank J. Fabozzi   Frank J. Fabozzi recently joined as a member of the boards of the funds in the Equity-Liquidity Complex. Dr. Fabozzi has served for over 25 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Closed-End Complex and its predecessor funds. Dr. Fabozzi holds the designation of Chartered Financial Analyst and Certified Public Accountant. Dr. Fabozzi was inducted into the Fixed Income Analysts Society’s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award and the 2015 recipient of the James R. Vertin Award, both given by the CFA Institute. Each Board benefits from Dr. Fabozzi’s experience as a professor and author in the field of finance. Dr. Fabozzi’s experience as a professor at various institutions, including EDHEC Business School, Yale, MIT and Princeton, as well as Dr. Fabozzi’s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrate his wealth of expertise in the investment management and structured finance areas. Dr. Fabozzi has authored and edited numerous books and research papers on topics in management and financial econometrics, and his writings have focused on fixed-income securities and portfolio management, many of which are considered standard references in the investment management industry. Dr. Fabozzi’s long-standing service on the boards of the funds in the Closed-End Complex also provides him with an understanding of the Funds, their operations, and the business and regulatory issues facing the Funds.
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Trustees   Experience, Qualifications and Skills
Dr. Matina S. Horner   Dr. Matina S. Horner has served for over ten years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Each Board benefits from her prior service as Executive Vice President of Teachers Insurance and Annuity Association and College Retirement Equities Fund, which provided Dr. Horner with management and corporate governance experience. In addition, Dr. Horner served as a professor in the Department of Psychology at Harvard University and served as President of Radcliffe College for 17 years. Dr. Horner also served on various public, private and non-profit boards.
Rodney D. Johnson   Rodney D. Johnson has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has over 25 years of experience as a financial advisor covering a range of engagements, which has broadened his knowledge of and experience with the investment management business. Prior to founding Fairmount Capital Advisors, Inc., Mr. Johnson served as Chief Financial Officer of Temple University for four years. He served as Director of Finance and Managing Director, in addition to a variety of other roles, for the City of Philadelphia, and has extensive experience in municipal finance. Mr. Johnson was also a tenured associate professor of finance at Temple University and a research economist with the Federal Reserve Bank of Philadelphia.
Herbert I. London   Herbert I. London has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy MLIM funds. Dr. London’s experience as president of the Hudson Institute, an internationally recognized think tank and public policy research organization in Washington D.C., from 1997 to 2011, and in various positions at New York University provide both background and perspective on financial, economic and global issues, which enhance his service on the Boards. He has authored several books and numerous articles, which have appeared in major newspapers and journals throughout the United States.
Cynthia A. Montgomery   Cynthia A. Montgomery has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy MLIM funds. Each Board benefits from Ms. Montgomery’s more than 20 years of academic experience as a professor at Harvard Business School where she taught courses on corporate strategy and corporate governance. Ms. Montgomery also has business management and corporate governance experience through her service on the corporate boards of a variety of public companies. She has also authored numerous articles and books on these topics.
Joseph P. Platt   Joseph P. Platt has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Mr. Platt currently serves as general partner at Thorn Partners, LP, a private investment company. Prior to his joining Thorn Partners, LP, he was an owner, director and executive vice president with Johnson and Higgins, an insurance broker and employee benefits consultant. He has over 25 years of experience in the areas of insurance, compensation and benefits. Mr. Platt also serves on the boards of public, private and non-profit companies.
Robert C. Robb, Jr.   Robert C. Robb, Jr. has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Mr. Robb has over 30 years of experience in management consulting and has worked with many companies and business associations located throughout the United States. Mr. Robb brings to the Boards a wealth of practical business experience across a range of industries.
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Trustees   Experience, Qualifications and Skills
Toby Rosenblatt   Toby Rosenblatt has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has served as president and general partner of Founders Investments, Ltd., a private investment limited partnership, since 1999, providing him with relevant experience with the issues faced by investment management firms and their clients. Mr. Rosenblatt has been active in the civic arena and has served as a trustee of a number of community and educational organizations for over 30 years.
Mark Stalnecker   Mark Stalnecker recently joined as a member of the boards of the funds in the Equity-Liquidity Complex. Mr. Stalnecker has gained a wealth of experience in investing and asset management from his over 13 years of service as the Chief Investment Officer of the University of Delaware as well as from his various positions with First Union Corporation, including Senior Vice President and State Investment Director of First Investment Advisors. The Board benefits from his experience and perspective as the Chief Investment Officer of a university endowment and from the oversight experience he gained from service on various private and non-profit boards.
Kenneth L. Urish   Kenneth L. Urish has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. He has over 30 years of experience in public accounting. Mr. Urish has served as a managing member of an accounting and consulting firm. Mr. Urish has been determined by the Audit Committees to be an audit committee financial expert, as such term is defined in the applicable Commission rules.
Frederick W. Winter   Frederick W. Winter has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of the funds in the Equity-Liquidity Complex and its predecessor funds, including the legacy BlackRock funds. Each Board benefits from Mr. Winter’s years of academic experience, having served as a professor and dean emeritus of the Joseph M. Katz Graduate School of Business at the University of Pittsburgh since 2005, and dean thereof from 1997 to 2005. He is widely regarded as a specialist in marketing strategy, marketing management, business-to-business marketing and services marketing. He has also served as a consultant to more than 50 different firms.
Interested Trustees    
Barbara G. Novick   Barbara G. Novick recently joined as a member of the boards of the funds in the Equity-Liquidity Complex. Ms. Novick has extensive experience in the financial services industry, including more than 26 years with BlackRock. Ms. Novick currently is a member of BlackRock’s Global Executive, Global Operating and Corporate Risk Management Committees and chairs BlackRock’s Government Relations Steering Committee. For the first twenty years at BlackRock, Ms. Novick oversaw global business development, marketing and client service across equity, fixed income, liquidity, alternative investment and real estate products, and in her current role, heads BlackRock’s efforts globally on government relations and public policy. Prior to joining BlackRock, Ms. Novick was Vice President of the Mortgage Products Group at the First Boston Corporation and prior to that, was with Morgan Stanley. The Board benefits from Ms. Novick’s wealth of experience and long history with BlackRock and BlackRock’s management practices, investment strategies and products, which stretches back to BlackRock’s founding in 1988.
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Trustees   Experience, Qualifications and Skills
John M. Perlowski   John M. Perlowski recently joined as a new member of the boards of the funds in the Equity-Liquidity Complex. Mr. Perlowski’s experience as Managing Director of BlackRock, Inc. since 2009, as the Global Head of BlackRock Fund Services since 2009, and as President and Chief Executive Officer of the BlackRock-advised Funds provides him with a strong understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. Mr. Perlowski’s prior position as Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Boards with the benefit of his experience with the management practices of other financial companies.
  
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Biographical Information
Certain biographical and other information relating to the Trustees of each Fund is set forth below, including their address and year of birth, principal occupations for at least the last five years, length of time served, total number of registered investment companies and investment portfolios overseen in the BlackRock-advised Funds and any currently held public company and investment company directorships.
Name, Address
and Year of Birth
  Position(s)
Held with
the Funds
  Length of
Time
Served2
  Principal Occupation(s)
During Past Five Years
  Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen
  Public
Company and
Investment
Company
Directorships
Independent Trustees1                    
David O. Beim3
55 East 52nd Street
New York, NY 10055
1940
  Trustee   2007 to present   Professor of Professional Practice at the Columbia University Graduate School of Business since 1991; Trustee, Phillips Exeter Academy from 2002 to 2012; Chairman, Wave Hill, Inc. (public garden and cultural center) from 1990 to 2006.   [ ] RICs consisting of [ ] Portfolios   None
Collette Chilton
55 East 52nd Street
New York, NY 10055
1958
  Trustee   2015 to present   Chief Investment Officer, Williams College since 2006; Chief Investment Officer, Lucent Asset Management Corporation from 1998 to 2006.   [ ] RICs consisting of [ ] Portfolios   None
Frank J. Fabozzi
55 East 52nd Street
New York, NY 10055
1948
  Trustee   2014 to present   Editor of and Consultant for The Journal of Portfolio Management since 2006; Professor of Finance, EDHEC Business School since 2011; Visiting Professor, Princeton University from 2013 to 2014; Professor in the Practice of Finance and Becton Fellow, Yale University School of Management from 2006 to 2011.   [ ] RICs consisting of [ ] Portfolios   None
Dr. Matina S. Horner4
55 East 52nd Street
New York, NY 10055
1939
  Trustee   2007 to present   Executive Vice President, Teachers Insurance and Annuity Association and College Retirement Equities Fund from 1989 to 2003.   [ ] RICs consisting of [ ] Portfolios   NSTAR (electric and gas utility)
Rodney D. Johnson5
55 East 52nd Street
New York, NY 10055
1941
  Trustee   2007 to present   President, Fairmount Capital Advisors, Inc. from 1987 to 2013; Member of the Archdiocesan Investment Committee of the Archdiocese of Philadelphia from 2004 to 2012; Director, The Committee of Seventy (civic) from 2006 to 2012; Director, Fox Chase Cancer Center from 2004 to 2011.   [ ] RICs consisting of [ ] Portfolios   None
Herbert I. London
55 East 52nd Street
New York, NY 10055
1939
  Trustee   2002 to present   Professor Emeritus, New York University since 2005; President, London Center for Policy Research since 2012; John M. Olin Professor of Humanities, New York University from 1993 to 2005 and Professor thereof from 1980 to 2005; President Emeritus, Hudson Institute (policy research organization) from 2011 to 2012, President thereof from 1997 to 2011 and Trustee from 1980 to 2012; Chairman of the Board of Trustees for Grantham University since 2006; Director, InnoCentive, Inc. (global internet service) since 2005; Director, Cerego, LLC (educational software) since 2005; Director, Cybersettle (online adjudication) since 2009; Director, AIMS Worldwide, Inc. (marketing) from 2007 to 2012.   [ ] RICs consisting of [ ] Portfolios   None
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Name, Address
and Year of Birth
  Position(s)
Held with
the Funds
  Length of
Time
Served2
  Principal Occupation(s)
During Past Five Years
  Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen
  Public
Company and
Investment
Company
Directorships
Cynthia A. Montgomery
55 East 52nd Street
New York, NY 10055
1952
  Trustee   1994 to present   Professor, Harvard Business School since 1989; Director, McLean Hospital from 2005 to 2012; Director, Harvard Business School Publishing from 2005 to 2010.   [ ] RICs consisting of [ ] Portfolios   Newell Rubbermaid, Inc. (manufacturing)
Joseph P. Platt6
55 East 52nd Street
New York, NY 10055
1947
  Trustee   2007 to present   Director, Jones and Brown (Canadian insurance broker) since 1998; General Partner, Thorn Partners, LP (private investments) since 1998; Director, WQED Multi-Media (public broadcasting not-for-profit) since 2001; Director, The West Penn Allegheny Health System (a not-for-profit health system) from 2008 to 2013; Partner, Amarna Corporation, LLC (private investment company) from 2002 to 2008.   [ ] RICs consisting of [ ] Portfolios   Greenlight Capital Re, Ltd. (reinsurance company)
Robert C. Robb, Jr.
55 East 52nd Street
New York, NY 10055
1945
  Trustee   2007 to present   Partner, Lewis, Eckert, Robb and Company (management and financial consulting firm) since 1981.   [ ] RICs consisting of [ ] Portfolios   None
Toby Rosenblatt
55 East 52nd Street
New York, NY 10055
1938
  Trustee   2007 to present   President, Founders Investments Ltd. (private investments) since 1999; Director, Forward Management, LLC since 2007; Director, College Futures Foundation (philanthropic foundation) since 2009; Director, The James Irvine Foundation (philanthropic foundation) from 1998 to 2008.   [ ] RICs consisting of [ ] Portfolios   None
Mark Stalnecker
55 East 52nd Street
New York, NY 10055
1951
  Trustee   2015 to present   Chief Investment Officer, University of Delaware from 1999 to 2013; Trustee, Winterthur Museum and Country Estate since 2001; Member of the Investment Committee, Delaware Public Employees’ Retirement System since 2002; Member of the Investment Committee, Christiana Care Health System since 2009; Member of the Investment Committee, Delaware Community Foundation from 2013 to 2014.   [ ] RICs consisting of [ ] Portfolios   None
Kenneth L. Urish7
55 East 52nd Street
New York, NY 10055
1951
  Trustee   2007 to present   Managing Partner, Urish Popeck & Co., LLC (certified public accountants and consultants) since 1976; Immediate past-Chairman of the Professional Ethics Committee of the Pennsylvania Institute of Certified Public Accountants and Committee Member thereof since 2007; Member of External Advisory Board, The Pennsylvania State University Accounting Department since 2001; Principal, UP Strategic Wealth Investment Advisors, LLC since 2013; Trustee, The Holy Family Institute from 2001 to 2010; President and Trustee, Pittsburgh Catholic Publishing Associates from 2003 to 2008; Director, Inter-Tel from 2006 to 2007.   [ ] RICs consisting of [ ] Portfolios   None
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Name, Address
and Year of Birth
  Position(s)
Held with
the Funds
  Length of
Time
Served2
  Principal Occupation(s)
During Past Five Years
  Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen
  Public
Company and
Investment
Company
Directorships
Frederick W. Winter
55 East 52nd Street
New York, NY 10055
1945
  Trustee   2007 to present   Director, Alkon Corporation (pneumatics) since 1992; Professor and Dean Emeritus of the Joseph M. Katz School of Business, University of Pittsburgh from 2005 to 2013 and Dean thereof from 1997 to 2005; Director, Tippman Sports (recreation) from 2005 to 2013; Director, Indotronix International (IT services) from 2004 to 2008.   [ ] RICs consisting of [ ] Portfolios   None
Interested Trustees8                    
Barbara G. Novick
55 East 52nd Street
New York, NY 10055
1960
  Trustee   2015 to present   Vice Chairman of BlackRock, Inc. since 2006; Chair of BlackRock’s Government Relations Steering Committee since 2009; Head of the Global Client Group of BlackRock, Inc. from 1988 to 2008.   [ ] RICs consisting of [ ] Portfolios   None
John M. Perlowski
55 East 52nd Street
New York, NY 10055
1964
  Trustee, President
and Chief
Executive
Officer
  2015 to present (Trustee); 2010 to
present (President and Chief Executive Officer)
  Managing Director of BlackRock, Inc. since 2009; Global Head of BlackRock Fund Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009.   [ ] RICs consisting of [ ] Portfolios   None
  

1 Independent Trustees serve until their resignation, retirement, removal or death, or until December 31 of the year in which they turn 75. The Boards have determined to extend the terms of Independent Trustees on a case-by-case basis, as appropriate.
2 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. As a result, although the chart shows certain Independent Trustees as joining the Boards in 2007, those Independent Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: David O. Beim, 1998; Dr. Matina S. Horner, 2004; Rodney D. Johnson, 1995; Joseph P. Platt, 1999; Robert C. Robb, Jr., 1999; Toby Rosenblatt, 2005; Kenneth L. Urish, 1999; and Frederick W. Winter, 1999. Frank J. Fabozzi first became a member of the boards of other funds advised by BlackRock or its affiliates in 1988.
3 Chair of the Performance Oversight Committees.
4 Chair of the Governance Committees.
5 Chair of the Boards.
6 Chair of the Compliance Committees.
7 Chair of the Audit Committees.
8 Ms. Novick and Mr. Perlowski are both “interested persons,” as defined in the Investment Company Act, of the Funds/Master LLCs based on their positions with BlackRock, Inc. and its affiliates.
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Certain biographical and other information relating to the officers of the Funds is set forth below, including their address and year of birth, principal occupations for at least the last five years, length of time served, total number of registered investment companies and investment portfolios overseen in the BlackRock-advised Funds and any currently held public company and investment company directorships.
Name, Address
and Year of Birth
  Position(s)
Held with the Funds
  Length of
Time
Served1
  Principal Occupation(s)
During Past Five Years
  Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen
  Public
Company and
Investment
Company
Directorships
Richard Hoerner, CFA
55 East 52nd Street
New York, NY 10055
1958
  Vice President   2009 to present   Managing Director of BlackRock, Inc. since 2000; Head of the Global Cash Group since 2013; Co-head of the Global Cash and Securities Lending Group from 2010 to 2013; Member of the Cash Management Group Executive Committee since 2005.   [ ] RICs consisting of [ ] Portfolios   None
Jennifer McGovern
55 East 52nd Street
New York, NY 10055
1977
  Vice President   2014 to present   Director of BlackRock, Inc. since 2011; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013; Vice President of BlackRock, Inc. from 2008 to 2010.   [ ] RICs consisting of [ ] Portfolios   None
Neal J. Andrews
55 East 52nd Street
New York, NY 10055
1966
  Chief
Financial
Officer
  2007 to present   Managing Director of BlackRock, Inc. since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006.   [ ] RICs consisting of [ ] Portfolios   None
Jay M. Fife
55 East 52nd Street
New York, NY 10055
1970
  Treasurer   2007 to present   Managing Director of BlackRock, Inc. since 2007; Director of BlackRock, Inc. in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006.   [ ] RICs consisting of [ ] Portfolios   None
Charles Park
55 East 52nd Street
New York, NY 10055
1967
  Chief Compliance Officer   2014 to present   Anti-Money Laundering Compliance Officer for the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012.   [ ] RICs consisting of [ ] Portfolios   None
Fernanda Piedra
55 East 52nd Street
New York, NY 10055
1969
  Anti-Money Laundering Compliance Officer   2015 to present   Director of BlackRock, Inc. since 2014; Anti-Money Laundering Compliance Officer and Regional Head of Financial Crime for the Americas at BlackRock, Inc. since 2014; Head of Regulatory Changes and Remediation for the Asset Wealth Management Division of Deutsche Bank from 2010 to 2014; Vice President of Goldman Sachs (Anti-Money Laundering/Suspicious Activities Group) from 2004 to 2010.   [ ] RICs consisting of
[ ] Portfolios
  None
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Table of Contents
Name, Address
and Year of Birth
  Position(s)
Held with the Funds
  Length of
Time
Served1
  Principal Occupation(s)
During Past Five Years
  Number of
BlackRock-
Advised
Registered
Investment
Companies
(“RICs”)
Consisting of
Investment
Portfolios
(“Portfolios”)
Overseen
  Public
Company and
Investment
Company
Directorships
Benjamin Archibald
55 East 52nd Street
New York, NY 10055
1975
  Secretary   2012 to present   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.   [ ] RICs consisting of [ ] Portfolios   None
  

1 Officers of the Funds serve at the pleasure of the respective Board.
Share Ownership
Information relating to each Trustee’s share ownership in each Fund and in all BlackRock-advised Funds that are overseen by the respective Trustee (“Supervised Funds”) as of December 31, 2015 is set forth in the chart below.
Name   Aggregate Dollar
Range of Equity
Securities in
Government Fund
  Aggregate Dollar
Range of Equity
Securities in
Money Fund
  Aggregate Dollar
Range of Equity
Securities in
Treasury Fund
  Aggregate Dollar
Range of Equity
Securities in
Supervised Funds
Interested Trustees:                
Barbara G. Novick1

  [ ]*   [ ]*   [ ]*   [ ]*
John M. Perlowski2

  [ ]*   [ ]*   [ ]*   [ ]*
Independent Trustees:                
David O. Beim

  [ ]*   [ ]*   [ ]*   [ ]*
Collette Chilton1

  [ ]*   [ ]*   [ ]*   [ ]*
Frank J. Fabozzi

  [ ]*   [ ]*   [ ]*   [ ]*
Dr. Matina S. Horner

  [ ]*   [ ]*   [ ]*   [ ]*
Rodney D. Johnson

  [ ]*   [ ]*   [ ]*   [ ]*
Herbert I. London

  [ ]*   [ ]*   [ ]*   [ ]*
Cynthia A. Montgomery

  [ ]*   [ ]*   [ ]*   [ ]*
Joseph P. Platt

  [ ]*   [ ]*   [ ]*   [ ]*
Robert C. Robb, Jr.

  [ ]*   [ ]*   [ ]*   [ ]*
Toby Rosenblatt

  [ ]*   [ ]*   [ ]*   [ ]*
Mark Stalnecker1

  [ ]*   [ ]*   [ ]*   [ ]*
Kenneth L. Urish

  [ ]*   [ ]*   [ ]*   [ ]*
Frederick W. Winter

  [ ]*   [ ]*   [ ]*   [ ]*
  

1 Each of Mses. Novick and Chilton and Mr. Stalnecker was appointed to serve as a Trustee of the Funds and Director of the Master LLCs effective January 1, 2015.
2 Mr. Perlowski was appointed to serve as a Trustee of the Funds and Director of the Master LLCs effective September 25, 2015.
* To be filed by subsequent amendment.
As of December [ ], 2015, the Trustees and officers of the Funds as a group owned an aggregate of less than 1% of the outstanding shares of any Fund. As of December 31, 2015, none of the Independent Trustees or their immediate family members owned beneficially or of record any securities of affiliates of the Manager.
Compensation of Trustees
Each Trustee who is an Independent Trustee is paid as compensation an annual retainer of $275,000 per year for his or her services as a board member of the BlackRock-advised Funds in the Equity-Liquidity Complex, including the Funds, and a $10,000 board meeting fee to be paid for each in-person board meeting attended (a $5,000 board meeting fee for telephonic attendance at regular board meetings), for up to five board meetings held in a calendar year (compensation for meetings in excess of this number to be determined on a case-by-case basis), together with out-of-pocket expenses in accordance with a board policy on travel and other business expenses relating to attendance at meetings. Each Independent Trustee receives $10,000 per year for each standing Committee on which he or she serves for up to two standing Committee assignments but is not paid this amount for serving on a
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Committee which he or she chairs. The Chair of the Boards is paid an additional annual retainer of $120,000. The Chair of the Audit Committees is paid an additional annual retainer of $40,000 and the Chairs of the Compliance Committees, Governance Committees and Performance Oversight Committees are each paid an additional annual retainer of $30,000.
The following table sets forth the compensation paid to each of the Trustees with respect to the Funds for the fiscal year ended March 31, 2015 and the aggregate compensation paid to them by all BlackRock-advised Funds for the calendar year ended December 31, 2015. The Trustees do not receive additional compensation from the Funds.
Name of Trustee   Compensation
from
Government LLC
  Compensation
from
Money LLC
  Compensation
from
Treasury LLC
  Aggregate
Compensation from
the Master LLCs and
other BlackRock-
Advised Funds1
Independent Trustees:                
David O. Beim2

  $ 1,341   $ 14,384   $ 3,859   [ ]*
Collette Chilton3

  $ 283   $ 3,457   $ 947   [ ]*
Frank J. Fabozzi

  $ 1,306   $ 13,921   $ 3,741   [ ]*
Ronald W. Forbes4

  $ 1,164   $ 12,206   $ 3,236   [ ]*
Dr. Matina S. Horner5

  $ 1,341   $ 14,384   $ 3,859   [ ]*
Rodney D. Johnson6

  $ 1,517   $ 16,917   $ 4,501   [ ]*
Herbert I. London

  $ 1,306   $ 13,921   $ 3,741   [ ]*
Ian A. MacKinnon7

  $ 1,306   $ 13,921   $ 3,741   [ ]*
Cynthia A. Montgomery

  $ 1,306   $ 13,921   $ 3,741   [ ]*
Joseph P. Platt8

  $ 1,341   $ 14,384   $ 3,859   [ ]*
Robert C. Robb, Jr.

  $ 1,306   $ 13,921   $ 3,741   [ ]*
Toby Rosenblatt

  $ 1,306   $ 13,921   $ 3,741   [ ]*
Mark Stalnecker3

  $ 283   $ 3,457   $ 947   [ ]*
Kenneth L. Urish9

  $ 1,280   $ 14,751   $ 3,881   [ ]*
Frederick W. Winter

  $1,306   $ 13,921   $ 3,741   [ ]*
Interested Trustees:                
Paul L. Audet4

  None   None   None   [ ]*
Henry Gabbay4

  $ 575   $ 7,183   $ 1,880   [ ]*
Barbara G. Novick3

  None   None   None   [ ]*
John M. Perlowski10

  None   None   None   [ ]*
  

1 For the number of BlackRock-advised Funds from which each Trustee receives compensation, see the Biographical Information chart beginning on page I-15.
2 Chair of the Performance Oversight Committees.
3 Each of Ms. Chilton, Mr. Stalnecker and Ms. Novick was appointed to serve as a Trustee of the Funds and Director of the Master LLCs effective January 1, 2015.
4 Messrs. Audet and Gabbay resigned as Trustees of the Funds and Directors of the Master LLCs and Mr. Forbes resigned as a Trustee of the Funds and Director of the Master LLCs and as Co-Chair of the Boards effective December 31, 2014. Messrs. Audet and Forbes also resigned as a director or trustee of all other BlackRock-advised Funds effective December 31, 2014.
5 Chair of the Governance Committees.
6 Chair of the Boards.
7 Mr. MacKinnon resigned as a Trustee of the Funds and Director of the Master LLCs effective May 18, 2015. Mr. MacKinnon also resigned as a director or trustee of all other BlackRock-advised Funds effective May 18, 2015.
8 Chair of the Compliance Committees.
9 Chair of the Audit Committees.
10 Mr. Perlowski was appointed to serve as a Trustee of the Funds and Director of the Master LLCs effective September 25, 2015.
* To be filed by subsequent amendment.
IV. Management, Advisory and Other Service Arrangements
Management Arrangements
Each Fund invests all of its assets in its corresponding Master LLC. Accordingly, no Fund invests directly in portfolio securities, and no Fund requires investment advisory services. All portfolio management occurs at the Master LLC level. Each Master LLC has entered into a separate management agreement (each, a “Management Agreement”) with the Manager. The Manager is responsible for the overall management of each Master LLC. For its services to each Master LLC, the Manager receives compensation according to the fee rates shown below.
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Each Master LLC pays the Manager a management fee at the following rates:
Portion of average daily value of net assets   Rate
Not exceeding $500 million

  0.250%
In excess of $500 million but not exceeding $1 billion

  0.175%
In excess of $1 billion

  0.125%
  
The table below sets forth information about the total management fees paid by each Master LLC to the Manager, and the amounts waived by the Manager, for the past three fiscal years:
Fiscal Year Ended March 31, 2015   Paid to the Manager   Waived
by the Manager1
  Reimbursed
by the Manager1
Government LLC

  $ 1,321,588   $1,321,508   $2,117
Money LLC

  $10,267,638   $ 24,286   $ 0
Treasury LLC

  $ 3,309,705   $3,301,413   $ 0
  
    
Fiscal Year Ended March 31, 2014   Paid
to the Manager
  Waived
by the Manager1
Government LLC

  $ 1,344,734   $1,315,806
Money LLC

  $10,947,610   $ 0
Treasury LLC

  $ 3,447,119   $3,071,084
  
    
Fiscal Year Ended March 31, 2013   Paid
to the Manager
  Waived
by the Manager1
Government LLC

  $ 1,488,911   $1,243,823
Money LLC

  $11,753,570   $ 0
Treasury LLC

  $ 4,214,899   $2,941,732
  

1 BlackRock and BlackRock Investments, LLC (“BRIL”), each Fund’s distributor, have voluntarily agreed to waive a portion of their respective fees and/or to reimburse operating expenses to enable each Fund to maintain minimum levels of daily net investment income. BlackRock and BRIL may discontinue this voluntary waiver and/or reimbursement at any time without notice.
Pursuant to the Management Agreements, the Manager may from time to time, in its sole discretion to the extent permitted by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BlackRock, to perform management services with respect to each Master LLC’s portfolio. In addition, the Manager may delegate certain of its investment advisory functions under the Management Agreements to one or more of its affiliates to the extent permitted by applicable law. The Manager may terminate any or all sub-advisers or such delegation arrangements in its sole discretion at any time to the extent permitted by applicable law.
Administration Arrangements
Each Fund has entered into a separate administration agreement (each, an “Administration Agreement”) with the Manager as administrator (in such capacity, the “Administrator”). For its services to each Fund, the Administrator receives monthly compensation at the annual rate of 0.25% of the average daily net assets of each Fund.
The table below sets forth information about the administration fees paid by each Fund to the Administrator, and the administration fees waived by the Administrator, for the past three fiscal years:
Fiscal Year Ended March 31, 2015   Fees Paid to
the Administrator
  Waived by
the Administrator1
  Reimbursed by
the Administrator1
Government Fund

  $ 783,833   $ 782,482   $75,772
Money Fund

  $12,605,395   $10,323,201   $ 0
Treasury Fund

  $ 2,809,948   $ 2,723,806   $ 5,965
  
    
Fiscal Year Ended March 31, 2014   Fees Paid to
the Administrator
  Waived by
the Administrator1
  Reimbursed by
the Administrator1
Government Fund

  $ 893,525   $ 879,709   $45,483
Money Fund

  $13,587,779   $11,013,708   $ 0
Treasury Fund

  $ 3,253,218   $ 3,072,431   $ 0
  
    
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Table of Contents
Fiscal Year Ended March 31, 2013   Fees Paid to
the Administrator
  Waived by
the Administrator1
  Reimbursed by
the Administrator1
Government Fund

  $ 799,754   $ 756,488   $0
Money Fund

  $13,492,601   $7,693,501   $0
Treasury Fund

  $ 3,990,924   $3,623,462   $0
  

1 BlackRock and BRIL have voluntarily agreed to waive a portion of their respective fees and/or to reimburse operating expenses to enable each Fund to maintain minimum levels of daily net investment income. BlackRock and BRIL may discontinue this voluntary waiver and/or reimbursement at any time without notice.
Accounting Services
The table below shows the amounts paid by each Master LLC to State Street Bank and Trust Company (“State Street”) and to the Manager for accounting services for the past three fiscal years:
Fiscal Year Ended March 31, 2015   Paid to State Street1   Paid
to the Manager
Government LLC

  $ 52,122   $ 6,996
Money LLC

  $347,430   $73,333
Treasury LLC

  $118,703   $18,547
  
    
Fiscal Year Ended March 31, 2014   Paid to State Street1
  Paid
to the Manager
Government LLC

  $ 41,146   $ 4,433
Money LLC

  $368,800   $69,460
Treasury LLC

  $119,138   $19,509
  
Fiscal Year Ended March 31, 2013   Paid to State Street1
  Paid
to the Manager
Government LLC

  $ 59,189   $ 7,935
Money LLC

  $502,978   $11,850
Treasury LLC

  $161,241   $32,130
  

1 For providing services to the Master LLC and each feeder fund which invests in the Master LLC.
Custodian
State Street Bank and Trust Company (the “Custodian”), which has its principal offices at 100 Summer Street, Boston MA 02110, serves as the custodian for the Master LLCs. On a monthly basis, the Custodian nets each Master LLC’s daily positive and negative cash balances and calculates a credit (“custody credit”) or a charge based on that net amount. The custodian fees, including the amount of any overdraft charges, may be reduced by the amount of such custody credits, and any unused credits at the end of a given month may be carried forward to a subsequent month. Any such credits unused by the end of a Master LLC’s fiscal year will not expire. Net debits at the end of a given month are added to a Master LLC’s custody bill and paid by the Master LLC.
Transfer Agent
Financial Data Services, Inc., which has its principal place of business at 4800 Deer Lake Drive East, Jacksonville, Florida 32246-6484, serves as the transfer agent and dividend disbursing agent for the Funds.
V. Distribution Related Expenses
BlackRock Investments, LLC (previously defined as “BRIL”), an affiliate of the Manager, acts as each Fund’s distributor.
Each Fund has adopted a Unified Distribution and Shareholder Servicing Plan pursuant to Rule 12b-1 under the Investment Company Act (the “Distribution Plan”). The distribution fees are not compensation for the administrative and operational services rendered to the Funds or their shareholders by BRIL that are covered by the Management Agreements (see “Management, Advisory and Other Service Arrangements”). The Trustees believe that each Fund’s expenditures under the Distribution Plan benefit such Fund and its shareholders by providing better shareholder services and by facilitating the sale and distribution of Fund shares.
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Table of Contents
Set forth below are the distribution fees paid to BRIL by each Fund pursuant to the Distribution Plan, and the amounts waived by BRIL, for the fiscal year ended March 31, 2015. All of such amounts were allocated to BRIL’s personnel and to related administrative costs.
Fund   Paid to BRIL   Waived by BRIL1
Government Fund

  $ 390,330   $ 390,330
Money Fund

  $6,263,877   $6,263,877
Treasury Fund

  $1,401,122   $1,401,122
  

1 BlackRock and BRIL have voluntarily agreed to waive a portion of their respective fees and/or to reimburse operating expenses to enable each Fund to maintain a minimum level of daily net investment income. BlackRock and BRIL may discontinue this waiver and/or reimbursement at any time without notice.
VI. Yield Information
The yield on each Fund’s shares normally will fluctuate on a daily basis. Therefore, the yield for any given past period is not an indication or representation by any Fund of future yields or rates of return on its shares. The yield is affected by such factors as changes in interest rates on the Fund’s portfolio securities, average portfolio maturity, the types and quality of portfolio securities held and operating expenses. The yield on Government Fund, Money Fund and Treasury Fund shares for various reasons may not be comparable to the yield on bank deposits, shares of other money market funds or other investments.
Fund   Seven-Day
Period Ended
March 31, 2015
Government Fund

  0.00%
Money Fund

  0.00%
Treasury Fund

  0.00%
  
VII. Computation of Offering Price Per Share
The offering price for each Fund’s shares is equal to the net asset value of the Fund’s shares computed by dividing the value of the Fund’s net assets by the number of shares outstanding for that Fund. For more information on the purchasing and valuation of shares, please see “Purchase of Shares” and “Determination of Net Asset Value” in Part II of this Statement of Additional Information.
VIII. Portfolio Transactions
See “Portfolio Transactions” in Part II of this SAI for more information.
Money LLC did not pay securities lending agent fees to the securities lending agent during the last three fiscal years. No other Master LLC engages in securities lending.
The value of each Master LLC’s aggregate holdings of the securities of its regular brokers or dealers (as defined in Rule 10b-1 under the Investment Company Act) if any portion of such holdings were purchased during the fiscal year ended March 31, 2015 is as follows:
Government LLC:
Regular Broker-Dealer   Debt (D)/
Equity (E)
  Aggregate
Holdings (000’s)
Bank of Montreal

  D   $17,000
HSBC Securities (USA) Inc.

  D   $16,000
J.P. Morgan Securities, Inc.

  D   $15,000
Barclays Capital Inc.

  D   $15,000
RBC Capital Market Corp.

  D   $15,000
Morgan Stanley & Co., Inc.

  D   $11,663
  
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Money LLC:
Regular Broker-Dealer   Debt (D)/
Equity (E)
  Aggregate
Holdings (000’s)
Credit Suisse

  D   $269,828
Natixis Securities Americas LLC

  D   $204,000
Goldman Sachs & Co.

  D   $200,000
Citigroup Global Markets Holdings Inc.

  D   $127,000
Credit Agricole Securities (USA) Inc.

  D   $105,000
  
Treasury LLC:
Regular Broker-Dealer   Debt (D)/
Equity (E)
  Aggregate
Holdings (000’s)
None
       
  
IX. Additional Information
Independent Registered Public Accounting Firm. [ ], with offices at [ ], serves as the Funds’ independent registered public accounting firm.
Description of Shares
Government Fund and Money Fund are unincorporated business trusts organized on June 5, 1989 under the laws of Massachusetts. Government Fund is the successor to a Massachusetts business trust organized on August 3, 1981, and Money Fund is the successor to a Massachusetts business trust organized on September 19, 1977. Treasury Fund is an unincorporated business trust organized on October 24, 1990 under the laws of Massachusetts. Each Fund is a diversified, open-end investment company. Effective June 18, 2010, the Funds changed their names as follows:
Former Name   Current Name
CMA® Government Securities Fund

  BIF Government Securities Fund
CMA® Money Fund

  BIF Money Fund
CMA® Treasury Fund

  BIF Treasury Fund
  
Each of Government Fund, Money Fund and Treasury Fund is a “feeder” fund that invests in a corresponding Master LLC: Government LLC, Money LLC and Treasury LLC, respectively. Investors in a Fund have an indirect interest in that Fund’s corresponding Master LLC. The Master LLCs accept investments from other feeder funds, and all of the feeder funds of a Master LLC bear that Master LLC’s expenses in proportion to their assets. This structure permits the pooling of assets of two or more feeder funds in each Master LLC in an effort to achieve potential economies of scale and efficiencies in portfolio management while preserving separate identities, management, pricing structures and/or distribution channels at the feeder fund level. If a Master LLC has a larger investment portfolio, certain transaction costs may be reduced to the extent that contributions to and redemptions from that Master LLC from different feeder funds may offset each other and produce a lower net cash flow. However, each feeder fund can set its own transaction minimums, fund specific expenses and other conditions. This means that one feeder fund could offer access to a Master LLC on more attractive terms, or could experience better performance, than another feeder fund. Each Master LLC is organized as a Delaware limited liability company.
Whenever a Fund is requested to vote on any matter relating to the Master LLC, the Fund will hold a meeting of the Fund’s shareholders and will cast its vote as instructed by the Fund’s shareholders. Smaller feeder funds may be harmed by the actions of larger feeder funds. For example, a larger feeder fund could have more voting power than a Fund over the operations of a Master LLC. A Fund may withdraw from a Master LLC at any time and may invest all of its assets in another pooled investment vehicle or retain an investment adviser to manage the Fund’s assets directly.
The Declaration of Trust of each Fund permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest in one or more classes and to divide or combine the shares into a greater or lesser number of shares without thereby changing the proportionate beneficial interest in the Fund. Each share represents an equal proportionate interest in the Fund with each other share. Upon liquidation of the Fund, shareholders are entitled to share pro rata in the net assets of the Fund available for distribution to shareholders. Shares have no pre-emptive or conversion rights. The rights of redemption and exchange are described elsewhere herein and in the Prospectus. Shares of each Fund are fully paid and non-assessable by the Fund.
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Table of Contents
Principal Shareholders
To the knowledge of the Funds, the following entities owned beneficially or of record 5% or more of the Fund’s shares as of December [ ], 2015:
Name   Address   Percent
Government Fund
[ ]*
  [ ]*   [ ]*%
Money Fund
[ ]*
  [ ]*   [ ]*%
Treasury Fund
[ ]*
  [ ]*   [ ]*%
  

* To be filed by Subsequent amendment.
X. Financial Statements
The audited financial statements and notes thereto in each Fund’s and each Master LLC’s Annual Report to Shareholders for the fiscal year ended March 31, 2015 (the “2015 Annual Report”) are incorporated in this SAI by reference. No other parts of the 2015 Annual Report are incorporated by reference herein. The financial statements included in the 2015 Annual Report have been audited by [ ]. The report of [ ] is incorporated herein by reference. Such financial statements have been incorporated herein in reliance upon such report given upon [ ]’s authority as experts in accounting and auditing. The unaudited financial statements and notes thereto in each Fund’s and each Master LLC’s Semi-Annual Report to Shareholders for the six-month period ended [ ] (the “2015 Semi-Annual Report”) are incorporated in this SAI by reference. No other parts of the 2015 Semi-Annual Report are incorporated by reference herein. Additional copies of the 2015 Annual Report and 2015 Semi-Annual Report may be obtained at no charge by telephoning the distributor at the telephone number appearing on the front page of this SAI.
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PART II
Part II of this Statement of Additional Information (“SAI”) contains information about the following funds: BIF California Municipal Money Fund (“BIF California”), BIF Connecticut Municipal Money Fund (“BIF Connecticut”), BIF Massachusetts Municipal Money Fund (“BIF Massachusetts”), BIF New Jersey Municipal Money Fund (“BIF New Jersey”), BIF New York Municipal Money Fund (“BIF New York”) and BIF Ohio Municipal Money Fund (“BIF Ohio”), each a series of the BIF Multi-State Municipal Series Trust (collectively, the “BIF State Funds”); BIF Government Securities Fund (“BIF Government Securities”); BIF Money Fund (“BIF Money”); BIF Tax-Exempt Fund (“BIF Tax-Exempt”); BIF Treasury Fund (“BIF Treasury”); BBIF Government Securities Fund (“BBIF Government Securities”); BBIF Money Fund (“BBIF Money”); BBIF Tax-Exempt Fund (“BBIF Tax-Exempt”); BBIF Treasury Fund (“BBIF Treasury”); BlackRock Government Money Market Portfolio, a series of BlackRock Series Fund, Inc.; BlackRock Government Money Market V.I. Fund, a series of BlackRock Variable Series Funds, Inc.; BlackRock Money Market Portfolio, BlackRock U.S. Treasury Money Market Portfolio (“U.S. Treasury Money Market Portfolio”), BlackRock Municipal Money Market Portfolio (“Municipal Money Market Portfolio”), BlackRock Ohio Municipal Money Market Portfolio (“Ohio Portfolio”) and BlackRock Pennsylvania Municipal Money Market Portfolio (“Pennsylvania Portfolio”) (collectively, the “BlackRock Funds Portfolios”), each a series of BlackRock FundsSM (the “Trust”); BlackRock Summit Cash Reserves Fund (“Summit Cash Reserves”) of BlackRock Financial Institutions Series Trust (“FIST”); Ready Assets Government Liquidity Fund (“Ready Assets Government Liquidity”); Ready Assets U.S.A. Government Money Fund (“U.S.A. Government Money”); Ready Assets U.S. Treasury Money Fund (“U.S. Treasury Money”); and Retirement Reserves Money Fund of Retirement Series Trust (“Retirement Reserves”).
Throughout this SAI, each of the above listed funds may be referred to as a “Fund” or collectively as the “Funds.” The BIF State Funds, BIF Money, BIF Government Securities, BIF Tax-Exempt and BIF Treasury may be collectively referred to herein as the “BIF Funds.” The BIF State Funds and BIF Tax-Exempt may be collectively referred to herein as the “BIF Tax-Exempt Funds.” BBIF Government Securities, BBIF Money, BBIF Tax-Exempt and BBIF Treasury may be collectively referred to herein as the “BBIF Funds.” Ohio Portfolio and Pennsylvania Portfolio may be collectively referred to as the “BR State Funds.”
Each Fund is organized as a Massachusetts business trust. For ease and clarity of presentation, common shares of beneficial interest are referred to herein as “shares” and the trustees of each Fund are referred to herein as “Trustees.” BlackRock Advisors, LLC is the manager of each Fund and is referred to as “BlackRock” or the “Manager,” and the management agreement applicable to each Fund is referred to as the “Management Agreement.” The Investment Company Act of 1940, as amended, is referred to herein as the “Investment Company Act.” The Securities Act of 1933, as amended, is referred to herein as the “Securities Act.” The Securities Exchange Act of 1934, as amended, is referred to herein as the “Exchange Act.” The Securities and Exchange Commission is referred to herein as the “Commission” or the “SEC.”
BIF Money, BIF Government Securities, BIF Tax-Exempt and BIF Treasury as well as all of the BBIF Funds are “feeder” funds (each, a “Feeder Fund”) that invest all of their assets in a corresponding “master” portfolio (each, a “Master Portfolio”) of a master limited liability company organized in Delaware (each, a “Master LLC”), a fund that has the same objective and strategies as the applicable Feeder Fund. All investments will be made at the level of the Master LLC. This structure is sometimes called a “master/feeder” structure. A Feeder Fund’s investment results will correspond directly to the investment results of the underlying Master LLC in which it invests. For simplicity, unless the context otherwise requires, this SAI uses the terms “Fund” or “Feeder Fund” to include both a Feeder Fund and its Master LLC.
In addition to containing information about the Funds, Part II of this SAI contains general information about all funds in the BlackRock-advised fund complex. Certain information contained herein may not be relevant to the Funds.
Investment Risks and Considerations
Set forth below are descriptions of some of the types of investments and investment strategies that one or more of the Funds may use, and the risks and considerations associated with those investments and investment strategies. Please see each Fund’s Prospectus and the “Investment Objectives and Policies” section of Part I of this SAI for further information about each Fund’s investment policies and risks. Information contained in this section about the risks and considerations associated with a Fund’s investments and/or investment strategies applies only to those Funds specifically identified in Part I of this SAI as making each type of investment or using each investment strategy (each, a “Covered Fund”). Information that does not apply to a Covered Fund does not form a part of that Covered Fund’s Statement of Additional Information and should not be relied upon by investors in that Covered Fund.
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Only information that is clearly identified as applicable to a Covered Fund is considered to form a part of that Covered Fund’s Statement of Additional Information.
Bank Money Instruments. Certain Funds may invest in U.S. dollar-denominated obligations of U.S. and foreign depository institutions, including commercial and savings banks, savings and loan associations, and other institutions. Such obligations include but are not limited to certificates of deposit, bankers’ acceptances, time deposits, bank notes and deposit notes. For example, the obligations may be issued by (i) U.S. or foreign depository institutions, (ii) foreign branches or subsidiaries of U.S. depository institutions (“Eurodollar” obligations), (iii) U.S. branches or subsidiaries of foreign depository institutions (“Yankeedollar” obligations) or (iv) foreign branches or subsidiaries of foreign depository institutions. Eurodollar and Yankeedollar obligations and obligations of branches or subsidiaries of foreign depository institutions may be general obligations of the parent bank or may be limited to the issuing branch or subsidiary by the terms of the specific obligations or by government regulation. Investments in obligations of foreign depository institutions and their foreign branches and subsidiaries will only be made if determined to be of comparable quality to other investments permissible for each Fund. BIF Money, BBIF Money and Retirement Reserves may invest only in Eurodollar obligations that, by their terms, are general obligations of the U.S. parent bank. BIF Money and BBIF Money may only invest in Yankeedollar obligations issued by U.S. branches or subsidiaries of foreign banks that are subject to state or Federal banking regulations in the U.S. and that by their terms are general obligations of the foreign parent. No Fund will invest more than 25% of its total assets (taken at market value at the time of each investment) in obligations of foreign depository institutions and their foreign branches and subsidiaries or in obligations of foreign branches or subsidiaries of U.S. depository institutions that are not backed by the U.S. parent. The Funds treat bank money instruments issued by U.S. branches or subsidiaries of foreign banks as obligations issued by domestic banks (not subject to the 25% limitation) if the branch or subsidiary is subject to the same bank regulation as U.S. banks.
Eurodollar and Yankeedollar obligations, as well as other obligations of foreign depository institutions and short term obligations issued by other foreign entities, may involve additional investment risks, including adverse political and economic developments, the possible imposition of withholding taxes on interest income payable on such obligations, the possible seizure or nationalization of foreign deposits and the possible establishment of exchange controls or other foreign governmental laws or restrictions that might adversely affect the repayment of principal and the payment of interest. The issuers of such obligations may not be subject to U.S. regulatory requirements. Foreign branches or subsidiaries of U.S. banks may be subject to less stringent reserve requirements than U.S. banks. U.S. branches or subsidiaries of foreign banks are subject to the reserve requirements of the states in which they are located. There may be less publicly available information about a U.S. branch or subsidiary of a foreign bank or other issuer than about a U.S. bank or other issuer, and such entities may not be subject to the same accounting, auditing and financial record keeping standards and requirements as U.S. issuers. Evidence of ownership of Eurodollar and foreign obligations may be held outside the United States, and the Funds may be subject to the risks associated with the holding of such property overseas. Eurodollar and foreign obligations of the Funds held overseas will be held by foreign branches of each Fund’s custodian or by other U.S. or foreign banks under subcustodian arrangements complying with the requirements of the Investment Company Act.
The Manager will carefully consider the above factors in making investments in Eurodollar obligations, Yankeedollar obligations of foreign depository institutions and other foreign short term obligations, and will not knowingly purchase obligations that, at the time of purchase, are subject to exchange controls or withholding taxes. Generally, a Fund will limit its Yankeedollar investments to obligations of banks organized in Canada, France, Germany, Japan, the Netherlands, Switzerland, the United Kingdom or other industrialized nations.
Bank money instruments in which a Fund invests must be issued by depository institutions with total assets of at least $1 billion, except that a Fund may invest in certificates of deposit of smaller institutions if such certificates of deposit are Federally insured and if, as a result of such purchase, no more than 10% of total assets (taken at market value), are invested in such certificates of deposit.
Commercial Paper and Other Short Term Obligations. Commercial paper (including variable amount master demand notes and other variable rate securities, with or without forward features) refers to short term unsecured promissory notes issued by corporations, partnerships, trusts or other entities to finance short term credit needs and non-convertible debt securities (e.g., bonds and debentures) with no more than 397 days (13 months) remaining to maturity at the date of purchase. Short term obligations issued by trusts, corporations, partnerships or other entities include mortgage-related or asset-backed instruments, including pass-through certificates such as participations in, or bonds and notes backed by, pools of mortgage, automobile, manufactured housing or other types of consumer loans; credit card or trade receivables or pools of mortgage-backed or asset-backed securities. These structured financings will be supported by sufficient collateral and other credit enhancements, including letters of
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credit, insurance, reserve funds and guarantees by third parties, to enable such instruments to obtain the requisite quality rating by a Nationally Recognized Statistical Rating Organization (“NRSRO”). Some structured financings also use various types of swaps, among other things, to issue instruments that have interest rate, quality or maturity characteristics necessary or desirable for a Fund. These swaps may include so-called credit default swaps that might depend for payment not only on the credit of a counterparty, but also on the obligations of another entity, the “reference entity.”
Cyber Security Issues. With the increased use of technologies such as the Internet to conduct business, each Fund is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber security failures or breaches by a Fund’s adviser, sub-adviser(s) and other service providers (including, but not limited to, Fund accountants, custodians, transfer agents and administrators), and the issuers of securities in which the Funds invest, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with a Fund’s ability to calculate its net asset value, impediments to trading, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Funds have established business continuity plans in the event of, and risk management systems to prevent, such cyber attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Funds cannot control the cyber security plans and systems put in place by service providers to the Funds and issuers in which the Funds invest. The Funds and their shareholders could be negatively impacted as a result.
Foreign Bank Money Instruments. Foreign bank money instruments refer to U.S. dollar-denominated obligations of foreign depository institutions and their foreign branches and subsidiaries, such as, but not limited to, certificates of deposit, bankers’ acceptances, time deposits, bank notes and deposit notes. The obligations of such foreign depository institutions and their foreign branches and subsidiaries may be the general obligations of the parent bank or may be limited to the issuing branch or subsidiary by the terms of the specific obligation or by government regulation. Such investments will only be made if determined to be of comparable quality to other investments permissible for a Fund. A Fund will not invest more than 25% of its total assets (taken at market value at the time of each investment) in these obligations. Investments in foreign entities generally involve the same risks as those described above in connection with investments in Eurodollar and Yankeedollar obligations and obligations of foreign depository institutions and their foreign branches and subsidiaries. See “Bank Money Instruments.”
Foreign Short Term Debt Instruments. Foreign short term debt instruments refer to U.S. dollar-denominated commercial paper and other short term obligations issued by foreign entities. Such investments are subject to quality standards similar to those applicable to investments in comparable obligations of domestic issuers. These investments generally involve the same risks as those described above in connection with investments in Eurodollar and Yankeedollar obligations and obligations of foreign depository institutions and their foreign branches and subsidiaries. See “Bank Money Instruments.”
Forward Commitments. Certain Funds may purchase or sell money market securities on a forward commitment basis at fixed purchase terms. The purchase or sale will be recorded on the date a Fund enters into the commitment, and the value of the security will thereafter be reflected in the calculation of the Fund’s net asset value. The value of the security on the delivery date may be more or less than its purchase price. A Fund will segregate assets consisting of cash or liquid money market securities having a market value at all times at least equal to the amount of the forward purchase commitment. Although a Fund generally will enter into forward commitments with the intention of acquiring securities for its portfolio, a Fund may dispose of a commitment prior to settlement if the Manager deems it appropriate to do so.
There can be no assurance that a security purchased or sold through a forward commitment will be delivered. The value of securities in these transactions on the delivery date may be more or less than a Fund’s purchase price. The Fund may bear the risk of a decline in the value of the security in these transactions and may not benefit from appreciation in the value of the security during the commitment period.
Investment in Other Investment Companies. Each Fund may, subject to applicable law, invest in other investment companies (including investment companies managed by BlackRock and its affiliates), including money market funds and exchange traded funds (“ETFs”), which are typically open-end funds or unit investment trusts listed
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