UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES |
Investment Company Act file number 811-09651 811-09735
Name of Fund: BlackRock Focus Growth Fund, Inc. Master Focus Growth LLC
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: Donald C. Burke, Chief Executive Officer, BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC, 800 Scudders Mill Road, Plainsboro, NJ, 08536. Mailing address: P.O. Box 9011, Princeton, NJ, 08543-9011
Registrant’s telephone number, including area code: (800) 441-7762
Date of fiscal year end: 08/31/2008
Date of reporting period: 09/01/2007 – 08/31/2008
Item 1 – Report to Stockholders |

EQUITIES FIXED INCOME REAL ESTATE LIQUIDITY ALTERNATIVES BLACKROCK SOLUTIONS
BlackRock Focus Growth
Fund, Inc.
ANNUAL REPORT | AUGUST 31, 2008 |
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE |
Table of Contents | | |
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A Letter to Shareholders | | 3 |
Annual Report: | | |
Fund Summary | | 4 |
About Fund Performance | | 6 |
Disclosure of Expenses | | 6 |
Fund Financial Statements: | | |
Statement of Assets and Liabilities | | 7 |
Statement of Operations | | 8 |
Statements of Changes in Net Assets | | 9 |
Fund Financial Highlights | | 10 |
Fund Notes to Financial Statements | | 14 |
Fund Report of Independent Registered Public Accounting Firm | | 18 |
Master LLC Portfolio Summary | | 19 |
Master LLC Financial Statements: | | |
Schedule of Investments | | 20 |
Statement of Assets and Liabilities | | 22 |
Statement of Operations | | 23 |
Statements of Changes in Net Assets | | 24 |
Master LLC Financial Highlights | | 24 |
Master LLC Notes to Financial Statements | | 25 |
Master LLC Report of Independent Registered Public Accounting Firm | | 28 |
Disclosure of Advisory Agreement and Subadvisory Agreement | | 29 |
Officers and Directors | | 32 |
Additional Information | | 36 |
Mutual Fund Family | | 38 |
2 BLACKROCK FOCUS GROWTH FUND, INC.
A Letter to Shareholders
Dear Shareholder
It has been a tumultuous year for investors, marked by almost daily headlines related to the beleaguered housing market, rising food and energy prices,
and the escalating credit crisis. The news took an extraordinarily heavy tone shortly after the close of this reporting period as the credit crisis boiled over
and triggered unprecedented failures and consolidation in the financial sector, stoking fears of a market and economic collapse and prompting the
largest government rescue plan since the Great Depression.
Through it all, the Federal Reserve Board (the “Fed”) has been aggressive in its attempts to restore order in financial markets. Key moves included
slashing the target federal funds rate 325 basis points (3.25%) between September 2007 and April 2008 and providing numerous cash injections
and lending programs. As the credit crisis took an extreme turn for the worse in September, the Fed, in concert with five other global central banks, cut
interest rates by 50 basis points in a rare move intended to stave off worldwide economic damage from the intensifying financial market turmoil. The
U.S. economy managed to grow at a slow-but-positive pace through the second quarter of the year, though the recent events almost certainly portend
a global economic recession.
Against this backdrop, U.S. stocks experienced intense volatility (steep declines and quick recoveries), generally posting losses for the current reporting
period. Small-cap stocks fared significantly better than their larger counterparts. Non-U.S. markets followed the U.S. on the way down and, notably,
decelerated at a faster pace than domestic equities—a stark reversal of recent years’ trends, when international stocks generally outpaced U.S. stocks.
Treasury securities also traded in a volatile fashion, but rallied overall (yields fell and prices correspondingly rose), as the broader flight-to-quality theme
persisted. The yield on 10-year Treasury issues, which fell to 3.34% in March, climbed to the 4.20% range in mid-June as investors temporarily shifted
out of Treasury issues in favor of riskier assets (such as stocks and other high-quality fixed income sectors), then declined again to 3.83% by period-
end when credit fears resurfaced. Tax-exempt issues posted positive returns, but problems among municipal bond insurers and the collapse in the
market for auction rate securities pressured the group throughout the course of the past year. Economic and financial market distress also dampened
the performance of high yield issues, which were very volatile due to the macro factors noted above. |
Overall, severe market instability resulted in mixed results for the major benchmark indexes: | | | | |
Total Returns as of August 31, 2008 | | 6-month | | 12-month |
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U.S. equities (S&P 500 Index) | | (2.57)% | | (11.14)% |
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Small cap U.S. equities (Russell 2000 Index) | | 8.53 | | (5.48) |
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International equities (MSCI Europe, Australasia, Far East Index) | | (10.18) | | (14.41) |
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Fixed income (Lehman Brothers U.S. Aggregate Index) | | 0.18 | | 5.86 |
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Tax-exempt fixed income (Lehman Brothers Municipal Bond Index) | | 5.12 | | 4.48 |
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High yield bonds (Lehman Brothers U.S. Corporate High Yield 2% Issuer Capped Index) | | 0.74 | | (0.66) |
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Past performance is no guarantee of future results. Index performance shown for illustrative purposes only. You cannot invest directly in an index. | | |
Through periods of market turbulence, as ever, BlackRock’s full resources are dedicated to the management of our clients’ assets. For our most current
views on the economy and financial markets, we invite you to visit www.blackrock.com/funds. As always, we thank you for entrusting BlackRock with
your investments, and we look forward to continuing to serve you in the months and years ahead.
Sincerely, |

Rob Kapito President, BlackRock Advisors, LLC |
THIS PAGE NOT PART OF YOUR FUND REPORT |
Fund Summary
Portfolio Management Commentary
How did the Fund perform?
•The Fund recently changed its fiscal year-end to August 31. Fund results
outpaced that of the broad-market S&P 500 Index and the S&P 500
Citigroup Growth Index for the 12-month period.
What factors influenced performance?
•Stock selection accounted for the majority of the Fund’s outperformance
relative to the S&P 500 Citigroup Growth Index. Overweight positions
in the materials, information technology and industrials sectors also
contributed significantly to results. Additionally, an underweight in the
financials sector proved advantageous. Top-performing stocks in the
portfolio included Potash Corp. of Saskatchewan Inc., CONSOL Energy
Inc., FTI Consulting Inc., Gilead Sciences Inc. and Freeport-McMoRan
Copper & Gold Inc.
•In contrast, an underweight in consumer staples and stock selection in
information technology detracted modestly from performance. Celgene
Corp., Fannie Mae, Infosys Technologies Ltd., Hologic Inc. and Precision
Castparts Corp. were among the Fund’s weakest-performing holdings.
Describe recent portfolio activity.
•During the annual period, we initiated positions in Polo Ralph Lauren
Corp., QUALCOMM Inc., GameStop Corp., Dick’s Sporting Goods Inc. and
Ritchie Bros. Auctioneers Inc. Among our largest sales were Celgene
Corp., China Mobile Ltd., Intel Corp., Roper Industries Inc. and Teva
Pharmaceutical Industries Ltd.
•Stocks that were both bought and sold over the 12 months included
The Coca-Cola Co., CONSOL Energy Inc., Hologic Inc., Amazon.com Inc.,
The TJX Companies Inc., Fannie Mae, Banco Bradesco SA, Mercadolibre
Inc., Visa Inc. and Barrick Gold Corp.
Describe Fund positioning at period-end.
•At August 31, 2008, the Fund was most significantly underweight in the
energy, consumer staples and financials sectors, while it maintained
overweight positions in the industrial, information technology, telecom-
munications and consumer discretionary sectors.
•Current equity market performance has been significantly influenced by
the ongoing turbulent and uncertain conditions in the credit, financing
and housing markets. While the U.S. may avert a “technical” recession
over the near term, significant challenges exist to achieving a meaningful
cyclical recovery, suggesting an extended period of sub-trend economic
growth. In such an environment, we continue to favor large company
growth stocks with relatively attractive earnings profiles.
| The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results. |
Expense Example
| | | | Actual | | | | | | Hypothetical2 | | |
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| | Beginning | | Ending | | | | Beginning | | Ending | | |
| | Account Value | | Account Value | | Expenses Paid | | Account Value | | Account Value | | Expenses Paid |
| | March 1, 2008 | | August 31, 2008 | | During the Period1 | | March 1, 2008 | | August 31, 2008 | | During the Period1 |
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Institutional | | $1,000 | | $1,013.00 | | $ 7.56 | | $1,000 | | $1,017.39 | | $ 7.57 |
Investor A | | $1,000 | | $1,013.30 | | $10.61 | | $1,000 | | $1,014.36 | | $10.62 |
Investor B | | $1,000 | | $1,004.70 | | $15.35 | | $1,000 | | $1,009.58 | | $15.39 |
Investor C | | $1,000 | | $1,009.50 | | $14.69 | | $1,000 | | $1,010.28 | | $14.69 |
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| 1 For each class of the Fund, expenses are equal to the expense ratio for the class (1.51% for Institutional, 2.12% for Investor A, 3.08% for Investor B and 2.94% for Investor C), multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period shown). 2 Hypothetical 5% annual return before expenses is calculated by pro-rating the number of days in the most recent fiscal half year divided by 366. See “Disclosure of Expenses” on page 6 for further information on how expenses were calculated. |
4 BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008
Total Return Based on a $10,000 Investment

1 Assuming maximum sales charge, if any, transaction costs and other operating expenses, including advisory fees.
2 The Fund invests all of its assets in Master Focus Growth LLC (the “Master LLC”). The Master LLC invests primarily in common stocks of
approximately 20 to 30 companies that the Advisor believes have strong earnings and revenue growth and capital appreciation potential.
3 This unmanaged Index covers 500 industrial, utility, transportation and financial companies of the U.S. markets (mostly NYSE issues),
representing about 75% of NYSE market capitalization and 30% of NYSE issues. S&P 500 is a registered trademark of the McGraw-
Hill Companies.
4 This unmanaged broad-based Index is designed to provide a comprehensive measure of large-cap U.S. equity “growth” performance.
It is an unmanaged float adjusted market capitalization weighted index comprised of stocks representing approximately half the market
capitalization of the S&P 500 Index that have been identified as being on the growth end of the growth-value spectrum.
5 Commencement of operations.
Performance Summary for the Year Ended August 31, 2008
| | | | | | | | Average Annual Total Returns6 | | | | |
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| | | | 1 Year | | | | 5 Years | | | | Since Inception7 |
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| | 6-Month | | w/o sales | | w/sales | | w/o sales | | w/sales | | w/o sales | | w/sales |
| | Total Returns | | charge | | charge | | charge | | charge | | charge | | charge |
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Institutional | | 1.30% | | 1.30% | | — | | 9.01% | | — | | (15.71)% | | — |
Investor A | | 1.33 | | 0.88 | | (4.41)% | | 8.59 | | 7.43% | | (15.97) | | (16.50)% |
Investor B | | 0.47 | | 0.00 | | (4.50) | | 7.60 | | 7.30 | | (16.65) | | (16.65) |
Investor C | | 0.95 | | 0.00 | | (1.00) | | 7.74 | | 7.74 | | (16.69) | | (16.69) |
S&P 500 Index | | (2.57) | | (11.14) | | — | | 6.92 | | — | | 0.60 | | — |
S&P 500 Citigroup Growth Index | | 0.42 | | (6.40) | | — | | 5.36 | | — | | (3.36) | | — |
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6 Assuming maximum sales charges. See “About Fund Performance” on page 6 for a detailed description of share classes, including any related sales charges and fees. 7 The Fund commenced operations on 3/03/00. |
Past performance is not indicative of future results.
BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008 5
About Fund Performance
•Institutional Sharesare not subject to any sales charge. Institutional
Shares bear no ongoing distribution or service fees and are available
only to eligible investors.
•Investor A Sharesincur a maximum initial sales charge (front-end load)
of 5.25% and a service fee of 0.25% per year (but no distribution fee).
•Investor B Sharesare subject to a maximum contingent deferred sales
charge of 4.50% declining to 0% after six years. In addition, Investor B
Shares are subject to a distribution fee of 0.75% per year and a service
fee of 0.25% per year. These shares automatically convert to Investor A
Shares after approximately eight years. (There is no initial sales charge
for automatic share conversions.) All returns for periods greater than
eight years reflect this conversion.
•Investor C Sharesare subject to a distribution fee of 0.75%and a service
fee of 0.25% per year. In addition, Investor C Shares are subject to a 1%
contingent deferred sales charge if redeemed within one year of purchase.
Disclosure of Expenses
Shareholders of this Fund may incur the following charges: (a) expenses
related to transactions, including sales charges and redemption fees,
and (b) operating expenses including advisory fees, distribution fees
including 12b-1 fees, and other Fund expenses. The expense example on
page 4 (which is based on a hypothetical investment of $1,000 invested
on March 1, 2008 and held through August 31, 2008) is intended to
assist shareholders both in calculating expenses based on an investment
in the Fund and in comparing these expenses with similar costs of
investing in other mutual funds.
The table provides information about actual account values and actual
expenses. In order to estimate the expenses a shareholder paid during the
period covered by this report, shareholders can divide their account value
by $1,000 and then multiply the result by the number corresponding
to their share class under the heading entitled “Expenses Paid During
the Period.”
Performance information reflects past performance and does not guar- antee future results. Current performance may be lower or higher than the performance data quoted. Refer to www.blackrock.com/funds to obtain performance data current to the most recent month-end. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in the performance tables on page 5 assume reinvestment of all dividends and capital gain distributions, if any, at net asset value on the ex-dividend date. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Dividends paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders. |
The table also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in this Fund and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in other funds’ shareholder reports.
The expenses shown in the table are intended to highlight shareholders’ ongoing costs only and do not reflect any transactional expenses, such as sales charges, redemption fees or exchange fees. Therefore, the hypotheti- cal table is useful in comparing ongoing expenses only, and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher. |
6 BLACKROCK FOCUS GROWTH FUND, INC.
Statement of Assets and Liabilities | | BlackRock Focus Growth Fund, Inc. |
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August 31, 2008 | | |
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Assets | | |
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Investment at value — Master Focus Growth LLC (the “Master LLC”) (Cost — $62,691,494) | | $ 65,217,288 |
Capital shares sold receivable | | 184,215 |
Prepaid expenses | | 20,655 |
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Total assets | | 65,422,158 |
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Liabilities | | |
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Contributions payable to the Master LLC | | 99,619 |
Capital shares redeemed payable | | 84,596 |
Other affiliates payable | | 56,566 |
Distribution fees payable | | 27,643 |
Administration fees payable | | 1,767 |
Officer’s and Directors’ fees payable | | 13 |
Other accrued expenses payable | | 67,547 |
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Total liabilities | | 337,751 |
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Net Assets | | $ 65,084,407 |
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Net Assets Consist of | | |
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Institutional Shares $0.10 par value, 100,000,000 shares authorized | | $ 558,327 |
Investor A Shares $0.10 par value, 100,000,000 shares authorized | | 1,012,102 |
Investor B Shares $0.10 par value, 300,000,000 shares authorized | | 488,665 |
Investor C Shares $0.10 par value, 300,000,000 shares authorized | | 874,093 |
Paid-in capital in excess of par | | 1,435,317,787 |
Undistributed net investment income | | 46,323 |
Accumulated net realized loss allocated from the Master LLC | | (1,375,738,684) |
Net unrealized appreciation/depreciation allocated from the Master LLC | | 2,525,794 |
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Net Assets | | $ 65,084,407 |
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Net Asset Value | | |
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Institutional — Based on net assets of $13,072,783 and 5,583,265 shares outstanding | | $ 2.34 |
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Investor A — Based on net assets of $23,110,673 and 10,121,016 shares outstanding | | $ 2.28 |
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Investor B — Based on net assets of $10,367,246 and 4,886,649 shares outstanding | | $ 2.12 |
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Investor C — Based on net assets of $18,533,705 and 8,740,930 shares outstanding | | $ 2.12 |
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See Notes to Financial Statements. |
BLACKROCK FOCUS GROWTH FUND, INC. |
Statements of Operations | | BlackRock Focus Growth Fund, Inc. |
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| | Period |
| | December 1, 2007 | | Year Ended |
| | to August 31, | | November 30, |
| | 2008 | | 2007 |
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Investment Income | | | | |
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Net investment income (loss) allocated from the Master LLC: | | | | |
Dividends | | $ 256,517 | | $ 228,732 |
Income from affiliates | | 50,530 | | 80,423 |
Securities lending | | — | | 3,467 |
Expenses | | (340,977) | | (459,161) |
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Total loss | | (33,930) | | (146,539) |
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Expenses | | | | |
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Administration | | 127,441 | | 184,643 |
Service — Investor A | | 33,989 | | 21,035 |
Service and distribution — Investor B | | 126,227 | | 301,243 |
Service and distribution — Investor C | | 141,828 | | 202,281 |
Transfer agent — Institutional | | 29,233 | | 49,171 |
Transfer agent — Investor A | | 77,253 | | 42,108 |
Transfer agent — Investor B | | 95,191 | | 177,186 |
Transfer agent — Investor C | | 96,615 | | 129,331 |
Printing | | 77,819 | | 72,420 |
Registration | | 46,514 | | 45,574 |
Professional | | 34,466 | | 34,582 |
Officer and Directors | | 105 | | — |
Miscellaneous | | 12,669 | | 17,530 |
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Total expenses | | 899,350 | | 1,277,104 |
Less fees waived by advisor | | (31,302) | | — |
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Total expenses after waiver | | 868,048 | | 1,277,104 |
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Net investment loss | | (901,978) | | (1,423,643) |
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Realized and Unrealized Gain (Loss) Allocated from the Master LLC | | | | |
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Net realized gain from investments and options written | | 4,024,628 | | 11,849,641 |
Net change in unrealized appreciation/depreciation on investments and options written | | (8,896,208) | | 5,330,432 |
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Total realized and unrealized gain (loss) | | (4,871,580) | | 17,180,073 |
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Net Increase (Decrease) in Net Assets Resulting from Operations | | $ (5,773,558) | | $ 15,756,430 |
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See Notes to Financial Statements. |
8 BLACKROCK FOCUS GROWTH FUND, INC.
Statements of Changes in Net Assets | | BlackRock Focus Growth Fund, Inc. |
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| | Period | | | | |
| | December 1, 2007 | | | | |
| | to August 31, | | Year Ended November 30, |
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Increase (Decrease) in Net Assets: | | 2008 | | 2007 | | 2006 |
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Operations | | | | | | |
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Net investment loss | | $ (901,978) | | $ (1,423,643) | | $ (1,294,877) |
Net realized gain | | 4,024,628 | | 11,849,641 | | 14,243,911 |
Net change in unrealized appreciation/depreciation | | (8,896,208) | | 5,330,432 | | (4,963,321) |
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Net increase (decrease) in net assets resulting from operations | | (5,773,558) | | 15,756,430 | | 7,985,713 |
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Capital Share Transactions | | | | | | |
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Net decrease in net assets derived from capital share transactions | | (4,114,421) | | (17,624,365) | | (30,129,646) |
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Net Assets | | | | | | |
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Total decrease in net assets | | (9,887,979) | | (1,867,935) | | (22,143,933) |
Beginning of period | | 74,972,386 | | 76,840,321 | | 98,984,254 |
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End of period | | $ 65,084,407 | | $ 74,972,386 | | $ 76,840,321 |
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End of period undistributed net investment income | | $ 46,323 | | — | | — |
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See Notes to Financial Statements. |
BLACKROCK FOCUS GROWTH FUND, INC. |
Financial Highlights | | | | | | | | | | BlackRock Focus Growth Fund, Inc. |
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| | | | | | | | Institutional | | | | |
| | Period | | | | | | | | | | | | |
| | December 1, 2007 | | | | | | | | | | |
| | to August 31, | | | | | | Year Ended November 30, | | |
| | 2008 | | | | 2007 | | 2006 | | 2005 | | 2004 | | 2003 |
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Per Share Operating Performance | | | | | | | | | | | | | | |
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Net asset value, beginning of period | | $ 2.52 | | $ 2.01 | | $ 1.82 | | $ 1.65 | | $ 1.57 | | $ 1.28 |
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Net investment loss1 | | (0.02) | | | | (0.02) | | (0.01) | | (0.02) | | (0.01) | | (0.02) |
Net realized and unrealized gain (loss) | | (0.16) | | | | 0.53 | | 0.20 | | 0.19 | | 0.09 | | 0.31 |
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Net increase (decrease) from investment operations | | (0.18) | | | | 0.51 | | 0.19 | | 0.17 | | 0.08 | | 0.29 |
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Net asset value, end of period | | $ 2.34 | | $ 2.52 | | $ 2.01 | | $ 1.82 | | $ 1.65 | | $ 1.57 |
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Total Investment Return2 | | | | | | | | | | | | | | |
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Based on net asset value | | (7.14)%3 | | | | 25.37% | | 10.44% | | 10.30% | | 5.10% | | 22.66% |
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Ratios to Average Net Assets4 | | | | | | | | | | | | | | |
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Total expenses after waiver | | 1.47%5 | | | | 1.40% | | 1.55% | | 1.63% | | 1.70% | | 1.86% |
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Total expenses | | 1.53%5 | | | | 1.40% | | 1.55% | | 1.63% | | 1.70% | | 1.86% |
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Net investment loss | | (0.86)%5 | | | | (0.98)% | | (0.66)% | | (0.92)% | | (0.83)% | | (1.33)% |
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Supplemental Data | | | | | | | | | | | | | | |
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Net assets, end of period (000) | | $ 13,073 | | $ 15,357 | | $ 14,217 | | $ 16,277 | | $ 20,962 | | $ 27,105 |
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Portfolio turnover of the Master LLC | | 105% | | | | 145% | | 117% | | 143% | | 183% | | 316% |
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1 | Based on average shares outstanding. |
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2 | Total investment returns exclude the effects of any sales charges. |
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3 | Aggregate total investment return. |
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4 | Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment loss. |
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5 | Annualized. |
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See Notes to Financial Statements. |
10 BLACKROCK FOCUS GROWTH FUND, INC.
Financial Highlights (continued) | | | | | | | | | | BlackRock Focus Growth Fund, Inc. |
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| | | | | | | | Investor A | | | | |
| | Period | | | | | | | | | | | | |
| | December 1, 2007 | | | | | | | | | | |
| | to August 31, | | | | | | Year Ended November 30, | | |
| | 2008 | | | | 2007 | | 2006 | | 2005 | | 2004 | | 2003 |
| |
| |
| |
| |
| |
| |
| |
|
Per Share Operating Performance | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
|
Net asset value, beginning of period | | $ 2.47 | | $ 1.98 | | $ 1.80 | | $ 1.63 | | $ 1.56 | | $ 1.27 |
| |
| |
| |
| |
| |
| |
|
Net investment loss1 | | (0.03) | | | | (0.03) | | (0.02) | | (0.02) | | (0.02) | | (0.02) |
Net realized and unrealized gain (loss) | | (0.16) | | | | 0.52 | | 0.20 | | 0.19 | | 0.09 | | 0.31 |
| |
| |
| |
| |
| |
| |
| |
|
Net increase (decrease) from investment operations | | (0.19) | | | | 0.49 | | 0.18 | | 0.17 | | 0.07 | | 0.29 |
| |
| |
| |
| |
| |
| |
| |
|
Net asset value, end of period | | $ 2.28 | | $ 2.47 | | $ 1.98 | | $ 1.80 | | $ 1.63 | | $ 1.56 |
| |
| |
| |
| |
| |
| |
|
|
Total Investment Return2 | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Based on net asset value | | (7.69)%3 | | | | 24.75% | | 10.00% | | 10.43% | | 4.49% | | 22.83% |
| |
| |
| |
| |
| |
| |
| |
|
|
Ratios to Average Net Assets4 | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Total expenses after waiver | | 2.03%5 | | | | 1.84% | | 1.80% | | 1.88% | | 1.95% | | 2.10% |
| |
| |
| |
| |
| |
| |
| |
|
Total expenses | | 2.09%5 | | | | 1.84% | | 1.80% | | 1.88% | | 1.95% | | 2.10% |
| |
| |
| |
| |
| |
| |
| |
|
Net investment loss | | (1.42)%5 | | | | (1.41)% | | (0.92)% | | (1.17)% | | (1.08)% | | (1.57)% |
| |
| |
| |
| |
| |
| |
| |
|
|
Supplemental Data | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Net assets, end of period (000) | | $ 23,111 | | $ 9,291 | | $ 8,534 | | $ 10,146 | | $ 13,494 | | $ 18,007 |
| |
| |
| |
| |
| |
| |
|
Portfolio turnover of the Master LLC | | 105% | | | | 145% | | 117% | | 143% | | 183% | | 316% |
| |
| |
| |
| |
| |
| |
| |
|
1 | Based on average shares outstanding. |
|
2 | Total investment returns exclude the effects of sales charges. |
|
3 | Aggregate total investment return. |
|
4 | Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment loss. |
|
5 | Annualized. |
|
See Notes to Financial Statements. |
BLACKROCK FOCUS GROWTH FUND, INC. |
Financial Highlights (continued) | | | | | | | | | | | | BlackRock Focus Growth Fund, Inc. |
|
| | | | | | | | Investor B | | | | | | |
| | Period | | | | | | | | | | | | | | |
| | December 1, 2007 | | | | | | | | | | | | |
| | to August 31, | | | | | | Year Ended November 30, | | |
| | 2008 | | | | 2007 | | 2006 | | | | 2005 | | 2004 | | 2003 |
| |
| |
| |
| |
| |
| |
| |
| |
|
Per Share Operating Performance | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
|
|
Net asset value, beginning of period | | $ 2.31 | | $ 1.87 | | $ 1.71 | | $ 1.57 | | $ 1.51 | | $ 1.24 |
| |
| |
| |
| |
| |
| |
|
Net investment loss1 | | (0.04) | | | | (0.05) | | (0.03) | | | | (0.03) | | (0.03) | | (0.03) |
Net realized and unrealized gain (loss) | | (0.15) | | | | 0.49 | | 0.19 | | | | 0.17 | | 0.09 | | 0.30 |
| |
| |
| |
| |
| |
| |
| |
| |
|
Net increase (decrease) from investment operations | | (0.19) | | | | 0.44 | | 0.16 | | | | 0.14 | | 0.06 | | 0.27 |
| |
| |
| |
| |
| |
| |
| |
| |
|
Net asset value, end of period | | $ 2.12 | | $ 2.31 | | $ 1.87 | | $ 1.71 | | $ 1.57 | | $ 1.51 |
| |
| |
| |
| |
| |
| |
|
|
Total Investment Return2 | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
|
Based on net asset value | | (8.23)%3 | | | | 23.53% | | 9.36% | | | | 8.92% | | 3.97% | | 21.77% |
| |
| |
| |
| |
| |
| |
| |
| |
|
|
Ratios to Average Net Assets4 | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
|
Total expenses after waiver | | 2.91%5 | | | | 2.71% | | 2.66% | | | | 2.75% | | 2.81% | | 2.98% |
| |
| |
| |
| |
| |
| |
| |
| |
|
Total expenses | | 2.97%5 | | | | 2.71% | | 2.66% | | | | 2.75% | | 2.81% | | 2.98% |
| |
| |
| |
| |
| |
| |
| |
| |
|
Net investment loss | | (2.32)%5 | | | | (2.29)% | | (1.77)% | | | | (2.04)% | | (1.93)% | | (2.45)% |
| |
| |
| |
| |
| |
| |
| |
| |
|
|
Supplemental Data | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
|
Net assets, end of period (000) | | $ 10,367 | | $ 29,326 | | $ 33,161 | | $ 45,104 | | $ 67,922 | | $ 89,384 |
| |
| |
| |
| |
| |
| |
|
Portfolio turnover of the Master LLC | | 105% | | | | 145% | | 117% | | | | 143% | | 183% | | 316% |
| |
| |
| |
| |
| |
| |
| |
| |
|
1 | Based on average shares outstanding. |
|
2 | Total investment returns exclude the effects of sales charges. |
|
3 | Aggregate total investment return. |
|
4 | Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment loss. |
|
5 | Annualized. |
|
See Notes to Financial Statements. |
12 BLACKROCK FOCUS GROWTH FUND, INC.
Financial Highlights (concluded) | | | | | | | | | | BlackRock Focus Growth Fund, Inc. |
|
| | | | | | Investor C | | | | | | |
| | Period | | | | | | | | | | | | |
| | December 1, 2007 | | | | | | | | | | | | |
| | to August 31, | | | | Year Ended November 30, | | |
| | 2008 | | 2007 | | 2006 | | | | 2005 | | 2004 | | 2003 |
| |
| |
| |
| |
| |
| |
| |
|
Per Share Operating Performance | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
|
Net asset value, beginning of period | | $ 2.31 | | $ 1.86 | | $ 1.71 | | $ 1.56 | | $ 1.51 | | $ 1.24 |
| |
| |
| |
| |
| |
| |
|
Net investment loss1 | | (0.04) | | (0.05) | | (0.03) | | | | (0.03) | | (0.03) | | (0.03) |
Net realized and unrealized gain (loss) | | (0.15) | | 0.50 | | 0.18 | | | | 0.18 | | 0.08 | | 0.30 |
| |
| |
| |
| |
| |
| |
| |
|
Net increase (decrease) from investment operations | | (0.19) | | 0.45 | | 0.15 | | | | 0.15 | | 0.05 | | 0.27 |
| |
| |
| |
| |
| |
| |
| |
|
Net asset value, end of period | | $ 2.12 | | $ 2.31 | | $ 1.86 | | $ 1.71 | | $ 1.56 | | $ 1.51 |
| |
| |
| |
| |
| |
| |
|
|
Total Investment Return2 | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Based on net asset value | | (8.23)%3 | | 24.19% | | 8.77% | | | | 9.62% | | 3.31% | | 21.77% |
| |
| |
| |
| |
| |
| |
| |
|
|
Ratios to Average Net Assets4 | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Total expenses after waiver | | 2.87%5 | | 2.75% | | 2.68% | | | | 2.77% | | 2.83% | | 3.01% |
| |
| |
| |
| |
| |
| |
| |
|
Total expenses | | 2.93%5 | | 2.75% | | 2.68% | | | | 2.77% | | 2.83% | | 3.01% |
| |
| |
| |
| |
| |
| |
| |
|
Net investment loss | | (2.27)%5 | | (2.32)% | | (1.79)% | | | | (2.06)% | | (1.95)% | | (2.49)% |
| |
| |
| |
| |
| |
| |
| |
|
|
Supplemental Data | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Net assets, end of period (000) | | $ 18,534 | | $ 20,998 | | $ 20,928 | | $ 27,457 | | $ 41,234 | | $ 53,202 |
| |
| |
| |
| |
| |
| |
|
Portfolio turnover of the Master LLC | | 105% | | 145% | | 117% | | | | 143% | | 183% | | 316% |
| |
| |
| |
| |
| |
| |
| |
|
1 | Based on average shares outstanding. |
|
2 | Total investment returns exclude the effects of any sales charges. |
|
3 | Aggregate total investment return. |
|
4 | Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment loss. |
|
5 | Annualized. |
|
See Notes to Financial Statements. |
BLACKROCK FOCUS GROWTH FUND, INC. |
Notes to Financial Statements BlackRock Focus Growth Fund, Inc.
1. Significant Accounting Policies:
BlackRock Focus Growth Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, open-end management investment company. The Fund seeks to achieve its investment objective by investing all of its assets in the Master Focus Growth LLC (the “Master LLC”), which has the same investment objective and strategies as the Fund. The value of the Fund's investment in the Master LLC reflects the Fund's proportionate interest in the net assets of the Master LLC. The performance of the Fund is directly affected by the performance of the Master LLC. The financial statements of the Master LLC, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund's financial statements. The Fund's financial statements are pre- pared in conformity with accounting principles generally accepted in the United States of America, which may require the use of management accruals and estimates. Actual results may differ from these estimates. During the period, the Fund changed its fiscal year end to August 31. The percentage of the Master LLC owned by the Fund at August 31, 2008 was 100%. The Fund offers multiple classes of shares. Institutional Shares are sold only to certain eligible investors. Investor A Shares are generally sold with a front-end sales charge. Shares of Investor B and Investor C may be subject to a contingent deferred sales charge. All classes of shares have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that Investor A, Investor B and Investor C Shares bear certain expenses related to the shareholder servicing of such shares, and Investor B and Investor C Shares also bear certain expenses related to the distribution of such shares. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures (except that Investor B shareholders may vote on material changes to the Investor A distribution plan).
The following is a summary of significant accounting policies followed by the Fund:
Valuation of Investments: The Fund records its investment in the Master LLC at fair value. Valuation of securities held by the Master LLC is discussed in Note 1 of the Master LLC’s Notes to Financial Statements, which are included elsewhere in this report.
Effective December 1, 2007, the Fund adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), clarifies the definition of fair value, established a framework for measuring fair values and |
required additional disclosures about the use of fair value measure-
ments. Various inputs are used in determining the fair value of
investments, which are as follows:
•Level 1 — price quotations in active markets/exchanges for identical
securities
•Level 2 — observable inputs (including, but not limited to: quoted
prices for similar assets or liabilities in markets that are not active,
inputs other than quoted prices that are observable for the assets
or liabilities (such as interest rates, yield curves, volatilities, prepay-
ment speeds, loss severities, credit risks, and default rates) or other
market-corroborated inputs)
•Level 3 — unobservable inputs based on the best information
available in the circumstance, to the extent observable inputs are not
available (including the Fund’s own assumption used in determining
the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily
an indication of the risk associated with investing in those securities.
The following table summarizes the inputs used as of August 31, 2008
in determining the fair valuation of the Fund’s investments:
| | Investments in |
Valuation Inputs | | Securities |
| |
|
Level 1 | | — |
Level 2 | | $ 65,217,288 |
Level 3 | | — |
| |
|
Total | | $ 65,217,288 |
| |
|
| Investment Transactions and Net Investment Income: Investment trans- actions in the Master LLC are accounted for on a trade date basis. The Fund records daily its proportionate share of the Master LLC’s income, expenses and realized and unrealized gains and losses. In addition, the Fund accrues its own expenses. Income and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.
Dividends and Distributions to Shareholders: Dividends and distri- butions paid by the Fund are recorded on the ex-dividend dates.
Income Taxes: It is the Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment com- panies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. |
14 BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008
Notes to Financial Statements (continued) BlackRock Focus Growth Fund, Inc.
Effective May 31, 2008, the Fund implemented Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity, includ- ing investment companies, before being measured and recognized in the financial statements. The advisor has evaluated the application of FIN 48 to the Fund, and has determined that the adoption of FIN 48 does not have a material impact on the Fund’s financial statements. The Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Fund’s U.S. federal tax returns remains open for the years ended November 30, 2005 through November 30, 2007. The statutes of limita- tions on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
Other: Expenses directly related to the Fund or its classes are charged to that Fund or class. Other operating expenses shared by several funds are pro-rated among those funds on the basis of relative net assets or other appropriate methods. Other expenses of the Fund are allocated daily to each class based on its relative net assets.
2. Transactions with Affiliates:
The Fund has entered into an Administration Agreement with BlackRock Advisors, LLC (the “Administrator”), an indirect, wholly owned subsidiary of BlackRock, Inc. to provide administrative services (other than invest- ment advice and related portfolio activities). For such services, the Fund pays the Administrator a monthly fee at an annual rate of 0.25% of the average daily value of the Fund’s net assets. Merrill Lynch & Co., Inc. (“Merrill Lynch”) and The PNC Financial Services Group, Inc. (“PNC”) are the principal owners of BlackRock, Inc.
The Administrator has agreed to contractually waive the administration fees of the Fund and the investment advisory fees of the Master LLC, as necessary to reduce the sum of the administration fee (as a percent- age of the average daily net assets of the Fund) and the investment advisory fee (as a percentage of the daily net assets of the Master LLC) from 0.85% to 0.65%, and also to waive the fees and/or reimburse direct expenses of the Fund and/or Master LLC to the extent necessary to limit the ordinary annual operating expenses of the Fund (after accounting for the waiver described above), excluding class-specific distribution and service fees, to 2.00% of the average daily net assets of the Fund for the annual period, so long as the sum of the fees |
waived and the expenses reimbursed by the Administrator do not exceed the amount of fees actually due to the Administrator under both the Master LLC’s investment advisory Agreement and the Fund’s administration agreement. The waiver is shown as fees waived by advisor on the Statements of Operations.
The Fund has also entered into separate Distribution Agreements and Distribution Plans with FAM Distributors, Inc. (“FAMD”) and BlackRock Distributors, Inc. and its affiliates (“BDI”) (collectively, the “Distributor”). FAMD is a wholly owned subsidiary of Merrill Lynch Group, Inc. and BDI is an affiliate of BlackRock, Inc.
Pursuant to the Distribution Plans adopted by the Fund in accordance with Rule12b-1 under the 1940 Act, the Fund pays the Distributor ongo- ing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the shares as follows: |
| | Service | | Distribution |
| | Fee | | Fee |
| |
| |
|
Investor A | | 0.25% | | — |
Investor B | | 0.25% | | 0.75% |
Investor C | | 0.25% | | 0.75% |
| |
| |
|
Pursuant to sub-agreements with the Distributor, broker-dealers, including Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly owned subsidiary of Merrill Lynch, and the Distributor provide share- holder servicing and distribution services to the Fund. The ongoing serv- ice fee and/or distribution fee compensates the Distributor and each broker-dealer for providing shareholder servicing and/or distribution- related services to Investor A, Investor B, and Investor C shareholders.
For the period December 1, 2007 to August 31, 2008, the Distributor earned underwriting discounts and direct commissions and affiliates earned dealer concessions on sales of the Fund’s Investor A Shares, which totaled $9,632. These amounts included a payment to Hilliard Lyons which was considered an affiliate for a portion of the period.
For the period December 1, 2007 to August 31, 2008, affiliates received contingent deferred sales charges of $7,225 and $2,557 relating to transactions in Investor B and Investor C Shares, respectively. Further- more, affiliates received deferred sales charges of $68 relating to trans- actions subject to front-end sales charge waivers in Investor A Shares.
For the year ended November 30, 2007, the Distributor earned underwriting discounts and direct commissions and affiliates earned dealer concessions on sales of the Fund’s Investor A Shares, which totaled $6,005. |
BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008 15
Notes to Financial Statements (continued) BlackRock Focus Growth Fund, Inc.
For the year ended November 30, 2007, affiliates received contingent deferred sales charges of $31,163 and $1,302 relating to transactions in Investor B and Investor C Shares, respectively. Furthermore, affiliates received contingent deferred sales charges of $18 relating to transac- tions subject to front-end sales charge waivers in Investor A Shares.
Pursuant to written agreements, certain affiliates provide the Fund with sub-accounting, record keeping, sub-transfer agency and other administrative services with respect to sub-accounts they service. For these services, these affiliates receive an annual fee per shareholder account which will vary depending on share class. For the period December 1, 2007 to August 31, 2008 and the year ended November 30, 2007, the Fund paid $212,851 and $335,826, respectively, in return for these services.
PNC Global Investment Servicing (U.S.) Inc., formerly PFPC Inc., an indirect, wholly owned subsidiary of PNC and an affiliate of the Admini- strator, serves as transfer agent. Each class of the Fund bears the costs of transfer agent fees associated with such respective classes. Transfer agency fees borne by each class of the Fund are comprised of those fees charged for all shareholder communications including mailing shareholder reports, dividend and distribution notices, and proxy materi- als for shareholder meetings, as well as per account and per transaction fees related to servicing and maintenance of shareholder accounts, including the issuing, redeeming and transferring of shares of each class of the Fund’s 12b-1 fee calculation, check writing, anti-money laundering services, and customer identification services.
The Administrator maintains a call center, which is responsible for providing certain shareholder services to the Fund, such as respond- ing to shareholder inquiries and processing transactions based upon instructions from shareholders with respect to the subscription and redemption of Fund shares. The following amounts have been accrued by the Fund to reimburse the Administrator for costs incurred running the call center, which are a component of the transfer agent fees in the accompanying Statement of Operations. |
| | Period December 1, 2007 | | Year Ended |
Call Center Fees | | to August 31, 2008 | | November 30, 2007 |
| |
| |
|
Institutional | | $ 355 | | $ 183 |
Investor A | | $ 884 | | $ 371 |
Investor B | | $3,009 | | $1,664 |
Investor C | | $2,502 | | $1,215 |
| |
| |
|
Certain officers and/or directors of the Fund are officers and/or directors of BlackRock, Inc. or its affiliates. The Fund reimbursed the Administrator for the compensation paid to the Fund’s Chief Compliance Officer.
3. Income Tax Information:
Reclassifications: Accounting principles generally accepted in the United States of America require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. Accordingly, during the current year, $164,472,390 has been reclassified between paid-in capital in excess of par and accumulated net investment loss allocated from the Master LLC and $948,301 has been reclassified between paid-in capital in excess of par and accumulated net investment loss as a result of permanent differences attributable to the expiration of capital loss carryforwards and net operating losses. These reclassifications have no effect on net assets or net asset values per share.
As of August 31, 2008, the components of accumulated losses on a tax basis were as follows: |
Capital loss carryforward | | $(1,375,692,929)* |
Net unrealized gains | | 2,526,362** |
| |
|
Total net accumulated losses | | $(1,373,166,567) |
| |
|
* On August 31, 2008, the Fund had a net capital loss carryforward of $1,375,692,929, of which $1,109,040,883 expires in 2009 and $266,652,046 expires in 2010. This amount will be available to offset like amounts of any future taxable gains. ** The difference between book-basis and tax-basis unrealized gains is attributable primarily to the tax deferral of losses on straddles and the timing of income recognition on partnership interests. |
16 BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008
Notes to Financial Statements (concluded) BlackRock Focus Growth Fund, Inc.
| 4. Capital Share Transactions:
Transactions in shares for each class were as follows: |
| | Period | | | | | | | | | | |
| | December 1, 2007 to | | Year Ended | | Year Ended |
| | August 31, 2008 | | November 30, 2007 | | November 30, 2006 |
| |
| |
| |
| |
| |
|
| | Shares | | | | Amount | | Shares | | Amount | | Shares | | Amount |
| |
| |
| |
| |
| |
| |
| |
|
Institutional | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
|
Shares sold | | 1,421,849 | | $ 3,418,861 | | 2,007,319 | | $ 4,746,708 | | 258,600 | | $ 502,604 |
Shares redeemed | | (1,932,537) | | | | (4,585,953) | | (2,986,244) | | | | (6,901,292) | | (2,115,291) | | (4,055,990) |
| |
| |
| |
| |
| |
| |
| |
| |
|
Net decrease | | (510,688) | | $ (1,167,092) | | (978,925) | | $ (2,154,584) | | (1,856,691) | | $ (3,553,386) |
| |
| |
| |
| |
| |
| |
|
|
Investor A | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
|
Shares sold and automatic | | | | | | | | | | | | | | | | |
conversion of shares | | 7,845,001 | | $ 17,700,648 | | 496,150 | | $ 1,139,737 | | 654,796 | | $ 1,235,282 |
Shares redeemed | | (1,490,326) | | | | (3,478,960) | | (1,047,955) | | | | (2,245,242) | | (1,983,283) | | (3,764,446) |
| |
| |
| |
| |
| |
| |
| |
| |
|
Net increase (decrease) | | 6,354,675 | | $ 14,221,688 | | (551,805) | | $ (1,105,505) | | (1,328,487) | | $ (2,529,164) |
| |
| |
| |
| |
| |
| |
|
|
Investor B | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
|
Shares sold | | 326,534 | | $ 719,312 | | 279,590 | | $ 581,482 | | 237,359 | | $ 428,396 |
Shares redeemed and | | | | | | | | | | | | | | | | |
automatic conversion | | | | | | | | | | | | | | | | |
of shares | | (8,130,942) | | (17,088,676) | | (5,350,086) | | (10,743,034) | | (8,820,089) | | (15,830,739) |
| |
| |
| |
| |
| |
| |
|
Net decrease | | (7,804,408) | | $(16,369,364) | | (5,070,496) | | $(10,161,552) | | (8,582,730) | | $(15,402,343) |
| |
| |
| |
| |
| |
| |
|
|
Investor C | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
|
Shares sold | | 884,936 | | $ 1,935,396 | | 558,194 | | $ 1,178,193 | | 416,607 | | $ 750,300 |
Shares redeemed | | (1,249,252) | | | | (2,735,049) | | (2,679,670) | | | | (5,380,917) | | (5,249,413) | | (9,395,053) |
| |
| |
| |
| |
| |
| |
| |
| |
|
Net decrease | | (364,316) | | $ (799,653) | | (2,121,476) | | $ (4,202,724) | | (4,832,806) | | $ (8,644,753) |
| |
| |
| |
| |
| |
| |
|
5. Subsequent Events:
On September 15, 2008, Bank of America Corporation announced that it has agreed to acquire Merrill Lynch, one of the principal owners of BlackRock, Inc. The purchase has been approved by the directors of both companies. Subject to shareholder and regulatory approvals, the transaction is expected to close in the first quarter of 2009.
Effective October 1, 2008, BlackRock Investments, Inc., an affiliate of the Advisor, replaced FAM Distributors, Inc. and BlackRock Distributors, Inc. as the sole distributor of the Fund. The service and distribution fees will not change as a result of this transaction. |
BLACKROCK FOCUS GROWTH FUND, INC. |
Report of Independent Registered Public Accounting Firm BlackRock Focus Growth Fund, Inc.
To the Shareholders and Board of Directors of BlackRock Focus Growth Fund, Inc.:
We have audited the accompanying statement of assets and liabilities of BlackRock Focus Growth Fund, Inc. (the “Fund”) as of August 31, 2008, and the related statements of operations for the period December 1, 2007 to August 31, 2008 and for the year ended November 30, 2007, the statements of changes in net assets for the period December 1, 2007 to August 31, 2008 and for each of the two years in the period ended November 30, 2007, and the financial highlights for the period December 1, 2007 to August 31, 2008 and for each of the five years in the period ended November 30, 2007. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assur- ance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing |
an opinion on the effectiveness of the Fund’s internal control over finan- cial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Focus Growth Fund, Inc. as of August 31, 2008, the results of its operations for the period December 1, 2007 to August 31, 2008 and for the year ended November 30, 2007, the changes in its net assets for the period December 1, 2007 to August 31, 2008 and for each of the two years in the period ended November 30, 2007, and the financial highlights for the period December 1, 2007 to August 31, 2008 and for each of the five years in the period ended November 30, 2007, in conformity with accounting principles generally accepted in the United States of America. |
Deloitte & Touche LLP Princeton, New Jersey October 27, 2008 |
18 BLACKROCK FOCUS GROWTH FUND, INC.
Master Portfolio Summary Master Focus Growth LLC
Fund Profile as of August 31, 2008
| | Percent of |
Ten Largest Equity Investments | | Net Assets |
| |
|
SBA Communications Corp. Class A | | 4% |
Polo Ralph Lauren Corp. | | 4 |
Thermo Fisher Scientific, Inc. | | 4 |
QUALCOMM, Inc. | | 4 |
GameStop Corp. Class A | | 4 |
Dick's Sporting Goods, Inc. | | 4 |
Ritchie Bros. Auctioneers, Inc. | | 4 |
Gilead Sciences, Inc. | | 4 |
Janus Capital Group, Inc. | | 4 |
Spirit Aerosystems Holdings, Inc. Class A | | 4 |
| | Percent of |
| | Long-Term |
Industry Classification | | Investments |
| |
|
Specialty Retail | | 7% |
Communications Equipment | | 7 |
Life Sciences Tools & Services | | 7 |
Biotechnology | | 7 |
Electronic Equipment & Instruments | | 7 |
Food & Staples Retailing | | 7 |
Construction & Engineering | | 6 |
IT Services | | 6 |
Wireless Telecommunication Services | | 4 |
Textiles, Apparel & Luxury Goods | | 4 |
Commercial Services & Supplies | | 4 |
Capital Markets | | 4 |
Aerospace & Defense | | 4 |
Software | | 4 |
Energy Equipment & Services | | 3 |
Internet Software & Services | | 3 |
Computers & Peripherals | | 3 |
Health Care Providers & Services | | 3 |
Chemicals | | 3 |
Professional Services | | 3 |
Oil, Gas & Consumable Fuels | | 2 |
Machinery | | 1 |
Electrical Equipment | | 1 |
For Master LLC compliance purposes, the Master LLC’s industry classsifications refer to any one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by Master LLC management. This definition may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease. |
BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008 19
Schedule of Investments August 31, 2008
Master Focus Growth LLC
(Percentages shown are based on Net Assets)
Common Stocks | | Shares | | Value |
| |
| |
|
|
Aerospace & Defense — 3.5% | | | | |
Spirit Aerosystems Holdings, Inc. Class A (a) | | 101,200 | | $ 2,307,360 |
| |
| |
|
Biotechnology — 6.9% | | | | |
Amgen, Inc. (a) | | 34,600 | | 2,174,610 |
Gilead Sciences, Inc. (a) | | 44,200 | | 2,328,456 |
| | | |
|
| | | | 4,503,066 |
| |
| |
|
Capital Markets — 3.5% | | | | |
Janus Capital Group, Inc. | | 85,700 | | 2,311,329 |
| |
| |
|
Chemicals — 3.2% | | | | |
Monsanto Co. | | 18,400 | | 2,102,200 |
| |
| |
|
Commercial Services & Supplies — 3.6% | | | | |
Ritchie Bros. Auctioneers, Inc. | | 88,500 | | 2,341,710 |
| |
| |
|
Communications Equipment — 7.0% | | | | |
Cisco Systems, Inc. (a) | | 91,300 | | 2,195,765 |
QUALCOMM, Inc. | | 45,100 | | 2,374,515 |
| | | |
|
| | | | 4,570,280 |
| |
| |
|
Computers & Peripherals — 3.4% | | | | |
Apple, Inc. (a) | | 12,900 | | 2,186,937 |
| |
| |
|
Construction & Engineering — 6.0% | | | | |
Jacobs Engineering Group, Inc. (a) | | 23,900 | | 1,764,298 |
Quanta Services, Inc. (a) | | 67,800 | | 2,165,532 |
| | | |
|
| | | | 3,929,830 |
| |
| |
|
Electrical Equipment — 0.8% | | | | |
General Cable Corp. (a) | | 9,900 | | 487,278 |
| |
| |
|
Electronic Equipment & Instruments - 6.8% | | | | |
Itron, Inc. (a) | | 21,900 | | 2,268,402 |
Mettler Toledo International, Inc. (a) | | 20,800 | | 2,188,160 |
| | | |
|
| | | | 4,456,562 |
| |
| |
|
Energy Equipment & Services — 3.5% | | | | |
National Oilwell Varco, Inc. (a) | | 31,100 | | 2,293,003 |
| |
| |
|
Food & Staples Retailing — 6.8% | | | | |
Costco Wholesale Corp. | | 34,100 | | 2,286,746 |
Wal-Mart Stores, Inc. | | 36,700 | | 2,167,869 |
| | | |
|
| | | | 4,454,615 |
| |
| |
|
Health Care Providers & Services — 3.3% | | | | |
Express Scripts, Inc. (a) | | 29,100 | | 2,136,231 |
| |
| |
|
IT Services — 5.7% | | | | |
Infosys Technologies Ltd. (b) | | 49,700 | | 2,051,616 |
MasterCard, Inc. Class A | | 6,900 | | 1,673,595 |
| | | |
|
| | | | 3,725,211 |
| |
| |
|
Internet Software & Services — 3.4% | | | | |
Google, Inc. Class A (a) | | 4,750 | | 2,200,628 |
| |
| |
|
Life Sciences Tools & Services — 6.9% | | | | |
Illumina, Inc. (a) | | 23,500 | | 2,024,055 |
Thermo Fisher Scientific, Inc. (a) | | 40,400 | | 2,446,624 |
| | | |
|
| | | | 4,470,679 |
| |
| |
|
Machinery — 1.0% | | | | |
Flowserve Corp. | | 5,100 | | 673,812 |
| |
| |
|
Oil, Gas & Consumable Fuels — 1.9% | | | | |
Chesapeake Energy Corp. | | 25,800 | | 1,248,720 |
| |
| |
|
Professional Services — 3.2% | | | | |
FTI Consulting, Inc. (a) | | 28,100 | | 2,062,540 |
| |
| |
|
Common Stocks | | Shares | | Value |
| |
| |
|
|
Software — 3.5% | | | | |
Salesforce.com, Inc. (a) | | 41,100 | | $ 2,302,422 |
| |
| |
|
Specialty Retail — 7.2% | | | | |
Dick’s Sporting Goods, Inc. (a) | | 102,400 | | 2,343,936 |
GameStop Corp. Class A (a) | | 53,800 | | 2,360,206 |
| | | |
|
| | | | 4,704,142 |
| |
| |
|
Textiles, Apparel & Luxury Goods — 3.8% | | | | |
Polo Ralph Lauren Corp. | | 32,300 | | 2,450,924 |
| |
| |
|
Wireless Telecommunication Services — 4.0% | | | | |
SBA Communications Corp. Class A (a) | | 73,800 | | 2,577,834 |
| |
| |
|
Total Common Stocks — 98.9% | | | | 64,497,313 |
| |
| |
|
|
|
|
| | Beneficial | | |
| | Interest | | |
Short-Term Securities | | (000) | | |
| |
| |
|
BlackRock Liquidity Series, LLC | | | | |
Cash Sweep Series, 2.41% (c)(d) | | $ 1,533 | | 1,532,501 |
| |
| |
|
Total Short-Term Securities — 2.3% | | | | 1,532,501 |
| |
| |
|
Total Investments Before Options Written | | | | |
(Cost — $63,432,752*) — 101.2% | | | | 66,029,814 |
| |
| |
|
|
|
|
|
Options Written | | Contracts | | |
| |
| |
|
Call Options Written | | | | |
Amgen, Inc., expiring September 2008 at $67.50 | | 50 | | (4,650) |
Apple, Inc.: | | | | |
expiring September 2008 at $185 | | 18 | | (1,908) |
expiring October 2008 at $190 | | 18 | | (5,166) |
Dick’s Sporting Goods, Inc.: | | | | |
expiring September 2008 at $20 | | 154 | | (47,355) |
expiring October 2008 at $20 | | 154 | | (53,130) |
FTI Consulting, Inc., expiring October 2008 at $75 | | 40 | | (12,300) |
Flowserve Corp.: | | | | |
expiring September 2008 at $130 | | 26 | | (15,340) |
expiring October 2008 at $135 | | 25 | | (16,500) |
GameStop Corp. Class A: | | | | |
expiring September 2008 at $50 | | 77 | | (1,347) |
expiring October 2008 at $50 | | 76 | | (6,460) |
Google, Inc. Class A, expiring October 2008 at $530 | | 6 | | (3,960) |
Infosys Technologies Ltd., expiring September 2008 | | | | |
at $45 | | 71 | | (1,953) |
Itron, Inc., expiring October 2008 at $110 | | 31 | | (10,075) |
Jacobs Engineering Group, Inc., expiring | | | | |
September 2008 at $75 | | 34 | | (7,650) |
Janus Capital Group, Inc.: | | | | |
expiring September 2008 at $30 | | 110 | | (2,475) |
expiring October 2008 at $30 | | 122 | | (8,235) |
MasterCard, Inc. Class A: | | | | |
expiring September 2008 at $250 | | 10 | | (4,800) |
expiring October 2008 at $260 | | 9 | | (6,120) |
See Notes to Financial Statements.
20 BLACKROCK FOCUS GROWTH FUND, INC.
Schedule of Investments (concluded)
Master Focus Growth LLC
(Percentages shown are based on Net Assets)
Options Written | | Contracts | | Value |
| |
| |
|
|
Monsanto Co.: | | | | |
expiring September 2008 at $115 | | 26 | | $ (10,270) |
expiring October 2008 at $120 | | 26 | | (13,650) |
Polo Ralph Lauren Corp., expiring October 2008 | | | | |
at $80 | | 46 | | (11,500) |
QUALCOMM, Inc.: | | | | |
expiring September 2008 at $47.50 | | 125 | | (68,750) |
expiring October 2008 at $47.50 | | 125 | | (76,875) |
Quanta Services, Inc.: | | | | |
expiring September 2008 at $35 | | 97 | | (3,880) |
expiring October 2008 at $35 | | 96 | | (8,640) |
Salesforce.com, Inc.: | | | | |
expiring September 2008 at $75 | | 38 | | (190) |
expiring October 2008 at $75 | | 48 | | (480) |
Spirit Aerosystems Holdings, Inc. Class A, expiring | | | | |
September 2008 at $25 | | 149 | | (3,353) |
| |
| |
|
Total Options Written | | | | |
(Premiums Received — $335,744) — (0.6)% | | | | (407,012) |
| |
| |
|
Total Investments, Net of Options Written — 100.6% | | | | 65,622,802 |
Liabilities in Excess of Other Assets — (0.6)% | | | | (405,514) |
| | | |
|
Net Assets — 100.0% | | | | $ 65,217,288 |
| |
| |
|
* The cost and unrealized appreciation (depreciation) of investments as of August
31, 2008, as computed for federal income tax purposes, were as follows:
Aggregate cost | | $ 63,386,429 |
| |
|
Gross unrealized appreciation | | $ 5,538,989 |
Gross unrealized depreciation | | (2,895,604) |
| |
|
Net unrealized appreciation | | $ 2,643,385 |
| |
|
(a) Non-income producing security.
(b) Depositary receipts.
(c) Investments in companies considered to be an affiliate of the Master LLC, for
purposes of Section 2(a)(3) of the Investment Company Act of 1940, were as
follows:
| | Net | | |
| | Activity | | |
Affiliate | | (000) | | Income |
| |
| |
|
|
BlackRock Liquidity Series, LLC | | | | |
Cash Sweep Series | | $1,533 | | $50,530 |
| |
| |
|
(d) Represents the current yield as of report date.
•For Master LLC compliance purposes,the Master LLC’s industry classifications
refer to any one or more of the industry sub-classifications used by one or more
widely recognized market indexes or ratings group indexes, and/or as defined by
portfolio management. This definition may not apply for purposes of this report,
which may combine industry sub-classification for reporting ease. These industry
classifications are unaudited.
•Effective December 1,2007,the Master LLC adopted Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 157, “Fair
Value Measurements” (“FAS 157”). FAS 157 clarifies the definition of fair value,
establishes a framework for measuring fair values and requires additional dis-
closures about the use of fair value measurements. Various inputs are used in
determining the fair value of investments, which are as follows:
•Level 1 — price quotations in active markets/exchanges for identical
securities
•Level 2 — other observable inputs (including,but not limited to: quoted prices
for similar assets or liabilities in markets that are not active, inputs other than
quoted prices that are observable for the assets or liabilities (such as interest
rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks,
and default rates) or other market-corroborated inputs)
•Level 3 — unobservable inputs based on the best information available in
the circumstance, to the extent observable inputs are not available (including
the Master LLC's own assumption used in determining the fair value of
investments)
The inputs or methodology used for valuing securities are not necessarily
an indication of the risk associated with investing in those securities. For
information about the Master LLC's policy regarding valuation of investments
and other significant accounting policies, please refer to Note 1 of the Notes
to Financial Statements.
The following table summarizes the inputs used as of August 31, 2008 in
determining the fair valuation of the Master LLC's investments:
| | | | Other |
Valuation | | Investments in | | Financial |
Inputs | | Securities | | Instruments* |
| |
| |
|
Level 1 | | $ 64,497,313 | | $ (407,012) |
Level 2 | | 1,532,501 | | — |
Level 3 | | — | | — |
| |
| |
|
Total | | $ 66,029,814 | | $ (407,012) |
| |
| |
|
* Other financial instruments are options. |
See Notes to Financial Statements.
BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008 21
Statement of Assets and Liabilities | | Master Focus Growth LLC |
|
August 31, 2008 | | |
| |
|
|
Assets | | |
| |
|
|
Investments at value — unaffiliated (cost — $61,900,251) | | $ 64,497,313 |
Investments at value — affiliated (cost — $1,532,501) | | 1,532,501 |
Investments sold receivable | | 3,061,519 |
Contributions receivable from investor | | 99,619 |
Dividends receivable | | 14,246 |
Prepaid expenses | | 1,363 |
Other assets | | 440 |
| |
|
Total assets | | 69,207,001 |
| |
|
|
Liabilities | | |
| |
|
|
Options written at value (premiums received — $335,744) | | 407,012 |
Investments purchased payable — unaffiliated | | 1,279,391 |
Investments purchased payable — affiliated | | 2,196,902 |
Investment advisory fees payable | | 20,681 |
Officer’s and Directors’ fees payable | | 13 |
Other affiliates payable | | 456 |
Other accrued expenses payable | | 85,258 |
| |
|
Total liabilities | | 3,989,713 |
| |
|
|
Net Assets | | $ 65,217,288 |
| |
|
|
Net Assets Consist of | | |
| |
|
|
Investor’s capital | | $ 62,691,494 |
Net unrealized appreciation/depreciation | | 2,525,794 |
| |
|
Net Assets | | $ 65,217,288 |
| |
|
See Notes to Financial Statements. |
22 BLACKROCK FOCUS GROWTH FUND, INC.
Statements of Operations | | Master Focus Growth LLC |
|
| | Period | | |
| | December 1, 2007 | | Year Ended |
| | to August 31, | | November 30, |
| | 2008 | | 2007 |
| |
| |
|
|
Investment Income | | | | |
| |
| |
|
|
Dividends1 | | $ 256,517 | | $ 228,732 |
Income from affiliates | | 50,530 | | 80,423 |
Securities lending | | — | | 3,467 |
| |
| |
|
Total income | | 307,047 | | 312,622 |
| |
| |
|
|
Expenses | | | | |
| |
| |
|
|
Investment advisory | | 306,143 | | 443,849 |
Accounting services | | 57,969 | | 78,245 |
Professional | | 34,013 | | 33,144 |
Custodian | | 21,003 | | 23,154 |
Officer and Directors | | 15,313 | | 13,144 |
Printing | | 2,454 | | 4,622 |
Miscellaneous | | 6,130 | | 10,953 |
| |
| |
|
Total expenses before waiver | | 443,025 | | 607,111 |
Less fees waived by advisor | | (102,048) | | (147,950) |
| |
| |
|
Total expenses after waiver | | 340,977 | | 459,161 |
| |
| |
|
Net investment loss | | (33,930) | | (146,539) |
| |
| |
|
|
Realized and Unrealized Gain (Loss) | | | | |
| |
| |
|
|
Net realized gain from: | | | | |
Investments | | 2,686,724 | | 10,814,547 |
Options written | | 1,337,904 | | 1,035,094 |
| |
| |
|
| | 4,024,628 | | 11,849,641 |
| |
| |
|
Net change in unrealized appreciation/depreciation on: | | | | |
Investments | | (8,904,384) | | 5,409,876 |
Options written | | 8,176 | | (79,444) |
| |
| |
|
| | (8,896,208) | | 5,330,432 |
| |
| |
|
Total realized and unrealized gain (loss) | | (4,871,580) | | 17,180,073 |
| |
| |
|
Net Increase (Decrease) in Net Assets Resulting from Operations | | $ (4,905,510) | | $ 17,033,534 |
| |
| |
|
1 Foreign withholding tax. | | $ 6,314 | | $ 4,832 |
| |
| |
|
See Notes to Financial Statements. |
BLACKROCK FOCUS GROWTH FUND, INC. |
Statements of Changes in Net Assets | | | | | | | | | | Master Focus Growth LLC |
|
| | | | | | | | | | Period | | | | |
| | | | | | | | December 1, 2007 | | | | |
| | | | | | | | to August 31, | | Year Ended November 30, |
| | | | | | | | | |
|
Increase (Decrease) in Net Assets: | | | | | | | | | | 2008 | | 2007 | | 2006 |
| |
| |
| |
| |
| |
| |
| |
|
Operations | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Net investment income (loss) | | | | | | | | $ (33,930) | | $ (146,539) | | $ 258,739 |
Net realized gain | | | | | | | | | | 4,024,628 | | 11,849,641 | | 14,243,911 |
Net change in unrealized appreciation/depreciation | | | | | | | | | | (8,896,208) | | 5,330,432 | | (4,963,321) |
| | | | | | | |
| |
| |
| |
|
Net increase (decrease) in net assets resulting from operations | | | | | | | | | | (4,905,510) | | 17,033,534 | | 9,539,329 |
| |
| |
| |
| |
| |
| |
| |
|
|
Capital Transactions | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Proceeds from contributions | | | | | | | | | | 19,435,098 | | 7,647,533 | | 2,111,897 |
Fair value of withdrawals | | | | | | | | | | (24,398,685) | | (26,555,437) | | (33,887,396) |
| | | | | | | |
| |
| |
| |
|
Net decrease in net assets derived from capital transactions | | | | | | | | | | (4,963,587) | | (18,907,904) | | (31,775,499) |
| |
| |
| |
| |
| |
| |
| |
|
|
Net Assets | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Total decrease in net assets | | | | | | | | | | (9,869,097) | | (1,874,370) | | (22,236,170) |
Beginning of period | | | | | | | | | | 75,086,385 | | 76,960,755 | | 99,196,925 |
| | | | | | | |
| |
| |
| |
|
End of period | | | | | | | | $ 65,217,288 | | $ 75,086,385 | | $ 76,960,755 |
| |
| |
| |
| |
| |
| |
|
|
|
|
|
Financial Highlights | | | | | | | | | | | | Master Focus Growth LLC |
|
| | | | Period | | | | | | | | | | |
| | December 1, 2007 | | | | | | | | | | |
| | to August 31, | | | | Year Ended November 30, | | |
| | | | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | | 2003 |
| |
| |
| |
| |
| |
| |
| |
|
Total Investment Return | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Total investment return | | | | (6.55)%1 | | 26.17% | | 11.40% | | 11.30% | | 6.07% | | 23.82% |
| |
| |
| |
| |
| |
| |
| |
|
|
Ratios to Average Net Assets | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Total expenses after waiver | | | | 0.67%2 | | 0.62% | | 0.59% | | 0.63% | | 0.71% | | 0.71% |
| |
| |
| |
| |
| |
| |
| |
|
Total expenses | | | | 0.87%2 | | 0.82% | | 0.79% | | 0.75% | | 0.73% | | 0.71% |
| |
| |
| |
| |
| |
| |
| |
|
Net investment income (loss) | | | | (0.07)%2 | | (0.20)% | | 0.30% | | 0.07% | | 0.17% | | (0.19)% |
| |
| |
| |
| |
| |
| |
| |
|
|
Supplemental Data | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
|
Net assets, end of period (000) | | $ 65,217 | | $75,086 | | $ 76,961 | | $ 99,197 | | $ 143,964 | | $ 188,072 |
| |
| |
| |
| |
| |
| |
|
Portfolio turnover | | | | 105% | | 145% | | 117% | | 143% | | 183% | | 316% |
| |
| |
| |
| |
| |
| |
| |
|
1 | Aggregate total investment return. |
|
2 | Annualized. |
|
See Notes to Financial Statements. |
24 BLACKROCK FOCUS GROWTH FUND, INC.
Notes to Financial Statements Master Focus Growth LLC
1. Significant Accounting Policies
Master Focus Growth LLC (the “Master LLC”) is registered as an open- end, non-diversified investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and is organized as a Delaware limited liability company. The Limited Liability Company Agreement permits the Directors to issue nontransferable interests in the Master LLC, subject to certain limitations. The Master LLC's financial statements are prepared in conformity with accounting principles gener- ally accepted in the United States of America, which may require the use of management accruals and estimates. Actual results may differ from these estimates. During the period, the Fund changed its fiscal year end to August 31.
The following is a summary of significant accounting policies followed by the Master LLC:
Valuation of Investments: Equity investments traded on a recognized securities exchange or the NASDAQ Global Market System are valued at the last reported sale price that day or the NASDAQ official closing price, if applicable. For equity investments traded on more than one exchange, the last reported sale price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day are valued at the last available bid (long positions) or ask (short positions) price. If no bid or ask price is available, the prior day’s price will be used, unless it is determined that such prior day’s price no longer reflects the fair value of the security. Short-term securities are valued at amortized cost. Investments in open-end investment companies are valued at net asset value each business day.
Exchange-traded options are valued at the mean between the last bid and ask prices at the close of the options market in which the options trade. An exchange-traded option for which there is no mean price is valued at the last bid (long positions) or ask (short positions) price. if no bid or ask price is available, the prior day’s price will be used, unless it is determined that such prior day’s price no longer reflects the fair value of the option. Over-the-counter options are valued by an independ- ent pricing service using a mathematical model which incorporates a number of market data factors.
In the event that application of these methods of valuation results in a price for an investment which is deemed not to be representative of the market value of such investment, the investment will be valued by a method approved by the Board of Directors (the “Board”) as reflecting fair value (“Fair Value Assets”). When determining the price for Fair Value Assets, the investment advisor and/or sub-advisor seeks to deter- mine the price that the Master LLC might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the investment advisor and/or sub-advisor deems relevant. The pricing |
of all Fair Value Assets is subsequently reported to the Board or a
committee thereof.
Derivative financial instruments: The Master LLC may engage in various
portfolio investment strategies both to increase the return of the Master
LLC and to hedge, or protect, its exposure to interest rate movements
and movements in the securities markets. Losses may arise if the value
of the contract decreases due to an unfavorable change in the price
of the underlying security or if the counterparty does not perform under
the contract.
•Options— The Master LLC may purchase and write call and put
options. When the Master LLC writes an option, an amount equal
to the premium received by the Master LLC is reflected as an asset
and an equivalent liability. The amount of the liability is subsequently
marked-to-market to reflect the current market value of the option
written. When a security is purchased or sold through an exercise
of an option, the related premium paid (or received) is added to
(or deducted from) the basis of the security acquired or deducted
from (or added to) the proceeds of the security sold. When an
option expires (or the Master LLC enters into a closing transaction),
the Master LLC realizes a gain or loss on the option to the extent
of the premiums received or paid (or a gain or loss to the extent
that the cost of the closing transaction exceeds the premium paid
or received).
A call option gives the purchaser of the option the right (but not the
obligation) to buy, and obligates the seller to sell (when the option is
exercised), the underlying position at the exercise price at any time
or at a specified time during the option period. A put option gives the
holder the right to sell and obligates the writer to buy the underlying
position at the exercise price at any time or at a specified time dur-
ing the option period.
Investment Transactions and Investment Income: Investment trans-
actions are recorded on the dates the transactions are entered into
(the trade dates). Realized gains and losses on security transactions
are determined on the identified cost basis. Dividend income is
recorded on the ex-dividend dates. Interest income is recognized on
the accrual basis.
Income Taxes: The Master LLC is classified as a “pass-through entity”
for federal income tax purposes. As such, each investor in the Master
LLC is treated as owner of its proportionate share of the net assets,
income, expenses and realized and unrealized gains and losses of the
Master LLC. Therefore, no federal income tax provision is required. It is
intended that the Master LLC’s assets will be managed so an investor in
the Master LLC can satisfy the requirements of Subchapter M of the
Internal Revenue Code.
BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008 25
Notes to Financial Statements (continued) Master Focus Growth LLC
Effective May 31, 2008, the Master LLC implemented Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity, including investment companies, before being measured and recognized in the financial statements. The investment advisor has evaluated the application of FIN 48 to the Master LLC and has deter- mined that the adoption of FIN 48 does not have a material impact on the Master LLC’s financial statements. The Master LLC is disregarded as an entitiy separate from its owner for tax purposes, therefore it is not required to file income tax returns.
Recent Accounting Pronouncements: In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“FAS 161”), was issued. FAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced dis- closure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instru- ments affect an entitity’s results of operations and financial position. In September 2008, FASB Staff Position No. 133-1 and FASB Interpretation No. 45-4 (the “FSP”), “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161” was issued and is effective for fiscal years and interim periods ending after November 15, 2008. The FSP amends FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to require disclosures by sellers of credit derivatives, including credit derivatives embedded in hybrid instruments. The FSP also clarifies the effective date of FAS 161, whereby disclosures required by FAS 161 are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The impact on the Master LLC’s financial statement disclosures, if any, is currently being assessed.
Other: Expenses directly related to the Master LLC are charged to the Master LLC. Other operating expenses shared by several funds are prorated among those funds on the basis of relative net assets or other appropriate methods.
2. Investment Advisory Agreement and Transactions with Affiliates
The Master LLC has entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (the “Advisor”), an indirect, wholly owned subsidiary of BlackRock, Inc., to provide investment advisory and admin- istration services. Merrill Lynch & Co., Inc. (“Merrill Lynch”) and The PNC Financial Services Group, Inc. are principal owners of BlackRock, Inc. |
The Advisor is responsible for the management of the Master LLC’s port- folio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Master LLC. For such services, the Master LLC pays the Advisor a monthly fee at an annual rate of 0.60% of the average daily value of the Master LLC's net assets. The Advisor has agreed to contractually waive the administration fees of the Fund and the investment advisory fees of the Master LLC, as necessary to reduce the sum of the administration fee (as a percentage of the average daily net assets of the Fund) and the investment advisory fee (as a percentage of the average daily net assets of the Master LLC) from 0.85% to 0.65%, and also to waive the fees and/or reimburse direct expenses of the Fund and/or the Master LLC to the extent neces- sary to limit the ordinary annual operating expenses of the Fund (after accounting for the waiver described above), excluding class-specific distribution and account maintenance fees, to 2.00% of the average daily net assets of the Fund for the annual period, so long as the sum of the fees waived and the expenses reimbursed by the Advisor do not exceed the amount of fees actually due to the Advisor under both the Master LLC’s investment advisory agreement and the Fund’s administra- tion agreement. This amount is shown as fees waived by advisor on the Statements of Operations.
The Advisor has entered into a separate sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), an affiliate of the Advisor, under which the Advisor pays BIM, for services it provides, a monthly fee that is a percentage of the investment advisory fee paid by the Master LLC to the Advisor.
For the period December 1, 2007 to August 31, 2008, the Master LLC reimbursed the Advisor $872 for certain accounting services, which is included in accounting services in the Statements of Operations.
In addition, MLPF&S received $31,291 in commissions on the execution of portfolio security transactions for the Master LLC for the period December 1, 2007 to August 31, 2008.
Certain officers and/or directors of the Master LLC are officers and/or directors of BlackRock, Inc. or its affiliates. The Master LLC reimbursed the Advisor for the compensation paid to the Master LLC’s Chief Compliance Officer.
3. Investments
Purchases and sales of investments, excluding short-term securities, for the period December 1, 2007 to August 31, 2008 were $70,350,161 and $74,839,827, respectively. |
26 BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008
Notes to Financial Statements (concluded) Master Focus Growth LLC
Transactions in call options written for the period December 1, 2007 to August 31, 2008 were as follows: |
| | | | Premiums |
| | Contracts | | Received |
| |
| |
|
Outstanding call options written, | | | | |
beginning of period | | 1,081 | | $ 338,904 |
Options written | | 9,733 | | 1,965,281 |
Options exercised | | (1,999) | | (468,480) |
Options expired | | (3,633) | | (798,588) |
Options closed | | (3,375) | | (701,373) |
| |
| |
|
Outstanding call options written, | | | | |
end of period | | 1,807 | | $ 335,744 |
| |
| |
|
4. Short-Term Borrowings
The Master LLC, along with certain other funds managed by the Advisor and its affiliates, is a party to a $500,000,000 credit agreement with a group of lenders. The Master LLC may borrow under the credit agree- ment to fund shareholder redemptions and for other lawful purposes other than for leverage. The Master LLC may borrow up to the maximum amount allowable under the Master LLC's current prospectus and state- ment of additional information, subject to various other legal, regulatory or contractual limits. On November 21, 2007, the credit agreement was renewed for one year under substantially the same terms. The Master LLC pays a commitment fee of 0.06% per annum based on the Master LLC's pro rata share of the unused portion of the credit agreement bear interest at a rate equal to , at each fund’s election, the federal funds rate plus 0.35% a base rate as defined in the credit agreement. The Master LLC did not borrow under the credit agreement during the period December 1, 2007 to August 31, 2008.
5. Subsequent Event:
On September 15, 2008, Bank of America Corporation announced that it has agreed to acquire Merrill Lynch, one of the principal owners of BlackRock, Inc. The purchase has been approved by the directors of both companies. Subject to shareholder and regulatory approvals, the transaction is expected to close in the first quarter of 2009. |
BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008 27
Report of Independent Registered Public Accounting Firm
To the Investor and Board of Directors of Master Focus Growth Fund LLC:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Master Focus Growth LLC (the “Master LLC”), as of August 31, 2008, and the related statements of operations for the period December 1, 2007 to August 31, 2008 and for the year ended November 30, 2007, the statements of changes in net assets for the period December 1, 2007 to August 31, 2008 and for each of the two years in the period ended November 30, 2007, and the financial highlights for the period December 1, 2007 to August 31, 2008 and for each of the five years in the period ended November 30, 2007. These financial statements and financial highlights are the responsibility of the Master LLC’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assur- ance about whether the financial statements and financial highlights are free of material misstatement. The Master LLC is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of express- ing an opinion on the effectiveness of the Master LLC’s internal control |
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by manage- ment, as well as evaluating the overall financial statement presentation. Our procedures include confirmation of the securities owned as of August 31, 2008, by correspondence with the custodian and brokers; here replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Master Focus Growth LLC as of August 31, 2008, the results of its operations for the period December 1, 2007 to August 31, 2008 and for the year ended November 30, 2007, the changes in its net assets for the period December 1, 2007 to August 31, 2008 and for each of the two years in the period ended November 30, 2007, and the financial highlights for the period December 1, 2007 to August 31, 2008 and for each of the five years in the period ended November 30, 2007, in conformity with accounting principles generally accepted in the United States of America. |
Deloitte & Touche LLP Princeton, New Jersey October 27, 2008 |
28 BLACKROCK FOCUS GROWTH FUND, INC.
Disclosure of Investment Advisory Agreement and Subadvisory Agreement
The Board of Directors (the “Board,” the members of which are referred to as “Directors”) of BlackRock Focus Growth Fund, Inc. (the “Fund”) and of Master Focus Growth LLC (the “Master LLC”) met in April and June 2008 to consider the approval of the Master LLC’s investment advisory agreement (the “Advisory Agreement”) with BlackRock Advisors, LLC (the “Advisor”), the Master LLC’s investment advisor. The Fund is a "feeder" fund that invests all of its assets in the Master LLC, which has the same investment objectives and strategies as the Fund. All invest- ments are made at the Master LLC level. The Board also considered the approval of the subadvisory agreement (the “Subadvisory Agreement”) between the Advisor and BlackRock Investment Management, LLC (the “Subadvisor”). The Advisor and the Subadvisor are referred to herein as “BlackRock.” For simplicity, the Master LLC and the Fund are referred to herein as the “Fund.” The Advisory Agreement and the Subadvisory Agreement are referred to herein as the “Agreements.”
Activities and Composition of the Board
The Board of the Fund consists of fifteen individuals, twelve of whom are not “interested persons” of the Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”). The Directors are responsible for the oversight of the opera- tions of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chairman of the Board is an Independent Director. The Board established four standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee and a Performance Oversight Committee, each of which is composed of, and chaired by Independent Directors.
The Agreements
Upon the consummation of the combination of BlackRock’s investment management business with Merrill Lynch & Co., Inc.’s investment man- agement business, including Merrill Lynch Investment Managers, L. ., and certain affiliates (the “Transaction”), the Fund entered into the Advisory Agreement with an initial two-year term and the Advisor entered into the Subadvisory Agreement with the Subadvisor with an initial two-year term. Consistent with the 1940 Act, prior to the expiration of the Agreements’ respective initial two-year term, the Board is required to consider the continuation of the Fund’s Agreements on an annual basis. In connec- tion with this process, the Board assessed, among other things, the nature, scope and quality of the services provided to the Fund by the personnel of BlackRock and its affiliates, including investment manage- ment, administrative services, shareholder services, oversight of fund accounting and custody, marketing services and assistance in meeting legal and regulatory requirements. The Board also received and assessed information regarding the services provided to the Fund by certain unaffiliated service providers. |
Throughout the year, the Board, acting directly and through its commit- tees, considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the Fund’s Agreements, including the services and support provided to the Fund and its shareholders. Among the matters the Board considered were: (a) investment perform- ance for one, three and five years, as applicable, against peer funds, as well as senior management and portfolio managers’ analysis of the reasons for underperformance, if applicable; (b) fees, including advisory, administration, if applicable, and other fees paid to BlackRock and its affiliates by the Fund, such as transfer agency fees and fees for market- ing and distribution; (c) Fund operating expenses; (d) the resources devoted to and compliance reports relating to the Fund’s investment objective, policies and restrictions, (e) the Fund’s compliance with its Code of Ethics and compliance policies and procedures; (f) the nature, cost and character of non-investment management services provided by BlackRock and its affiliates; (g) BlackRock’s and other service providers’ internal controls; (h) BlackRock’s implementation of the proxy voting guidelines approved by the Board; (i) the use of brokerage commissions and spread and execution quality; (j) valuation and liquidity procedures; and (k) periodic overview of BlackRock’s business, including BlackRock’s response to the increasing scale of its business.
Board Considerations in Approving the Agreements
The Approval Process: At an in-person meeting held on April 10, 2008, the Board reviewed materials relating to its consideration of the Agree- ments. At an in-person meeting held on June 5 – 6, 2008, the Fund’s Board, including the Independent Directors, unanimously approved the continuation of the Advisory Agreement between the Advisor and the Fund for a one-year term ending June 30, 2009 and the Subadvisory Agreement between the Advisor and BlackRock Investment Management, LLC for a one-year term ending June 30, 2009. In considering the approval of the Agreements, the Board received and discussed various materials provided to it in advance of the April 10, 2008 meeting. As a result of the discussions that occurred during the April 10, 2008 meeting, the Board requested and BlackRock provided additional infor- mation, as detailed below, in advance of the June 5 – 6, 2008 Board meeting. The Board considered all factors it believed relevant with respect to the Fund, including, among other factors: (a) the nature, extent and quality of the services provided by BlackRock; (b) the invest- ment performance of the Fund and BlackRock portfolio management; (c) the advisory fee and the cost of the services and profits to be real- ized by BlackRock and certain affiliates from the relationship with the Fund; (d) economies of scale; and (e) other factors.
Prior to the April 10, 2008 meeting, the Board requested and received materials specifically relating to the Agreements. The Board is engaged in an ongoing process with BlackRock to continuously review the nature and scope of the information provided to better assist its deliberations. These materials included (a) information independently compiled and |
BLACKROCK FOCUS GROWTH FUND, INC. |
Disclosure of Investment Advisory Agreement and Subadvisory Agreement (continued)
prepared by Lipper, Inc. (“Lipper”) on Fund fees and expenses, and the investment performance of the Fund as compared with a peer group of funds as determined by Lipper (“Peers”); (b) information on the prof- itability of the Agreements to BlackRock and certain affiliates, including their other relationships with the Fund, and a discussion of fall-out bene- fits; (c) a general analysis provided by BlackRock concerning investment advisory fees charged to other clients, such as institutional and closed- end funds, under similar investment mandates, as well as the perform- ance of such other clients; (d) a report on economies of scale; (e) sales and redemption data regarding the Fund’s shares; and (f) an internal comparison of management fees classified by Lipper, if applicable. At the April 10, 2008 meeting, the Board requested and subsequently received from BlackRock (i) a comprehensive analysis of total expenses on a fund-by-fund basis; (ii) further analysis of investment performance; (iii) further data regarding Fund profitability, Fund size and Fund fee levels; and (iv) additional information on sales and redemptions.
The Board also considered other matters it deemed important to the approval process, such as payments made to BlackRock or its affiliates relating to the distribution of Fund shares, services related to the valua- tion and pricing of Fund portfolio holdings, and direct and indirect benefits to BlackRock and its affiliates from their relationship with the Fund. The Board did not identify any particular information as control- ling, and each Director may have attributed different weights to the various items considered.
A. Nature, Extent and Quality of the Services: The Board, including the Independent Directors, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services and the resulting performance of the Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of mutual funds as classified by Lipper and the performance of at least one relevant index or combination of indices. The Board met with BlackRock’s senior management personnel responsible for investment operations, including the senior investment officers. The Board also reviewed the materials provided by the Fund’s portfolio management team discussing Fund performance and the Fund’s investment objective, strategies and outlook.
The Board considered, among other factors, the number, education and experience of BlackRock’s investment personnel generally and the Fund’s portfolio management team, BlackRock’s portfolio trading capabilities, BlackRock’s use of technology, BlackRock’s commitment to compliance and BlackRock’s approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also reviewed BlackRock’s compensation structure with respect to the Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent. |
In addition to advisory services, the Board considered the quality of the administrative and non-investment advisory services provided to the Fund. BlackRock and its affiliates provide the Fund with certain adminis- trative, transfer agency, shareholder and other services (in addition to any such services provided to the Fund by third parties) and officers and other personnel as are necessary for the operations of the Fund. In addi- tion to investment advisory services, BlackRock and its affiliates provide the Fund with other services, including (i) preparing disclosure docu- ments, such as the prospectus, the statement of additional information and shareholder reports; (ii) assisting with daily accounting and pricing; (iii) overseeing and coordinating the activities of other service providers; (iv) organizing Board meetings and preparing the materials for such Board meetings; (v) providing legal and compliance support; and (vi) performing other administrative functions necessary for the opera- tion of the Fund, such as tax reporting and fulfilling regulatory filing requirements. The Board reviewed the structure and duties of BlackRock’s fund administration, accounting, legal and compliance departments.
B. The Investment Performance of the Fund and BlackRock: The Board, including the Independent Directors, also reviewed and considered the performance history of the Fund. In preparation for the April 10, 2008 meeting, the Board was provided with reports, independently prepared by Lipper, which included a comprehensive analysis of the Fund’s per- formance. The Board also reviewed a narrative and statistical analysis of the Lipper data that was prepared by BlackRock, which analyzed vari- ous factors that affect Lipper’s rankings. In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to a representative group of similar funds as determined by Lipper and to all funds in the Fund’s applicable Lipper category. The Board was provided with a description of the methodology used by Lipper to select peer funds. The Board regu- larly reviews the performance of the Fund throughout the year. The Board attaches more importance to performance over relatively long periods of time, typically three to five years.
The Fund ranked in the second, first and second quartiles on a net basis against its Lipper peer universe for the one, three and five year periods ended December 31, 2007, respectively.
C. Consideration of the Advisory Fees and the Cost of the Services and Profits to be Realized by BlackRock and its Affiliates from the Relationship with the Fund: The Board, including the Independent Directors, reviewed the Fund’s contractual advisory fee rates compared with the other funds in its Lipper category. It also compared the Fund’s total expenses to those of other comparable funds. The Board consid- ered the services provided and the fees charged by BlackRock to other types of clients with similar investment mandates, including separately managed institutional accounts. |
30 BLACKROCK FOCUS GROWTH FUND, INC. AUGUST 31, 2008
Disclosure of Investment Advisory Agreement and Subadvisory Agreement (concluded)
The Board received and reviewed statements relating to BlackRock’s financial condition and profitability with respect to the services it provided the Fund. The Board was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock and certain affiliates that provide services to the Fund. The Board reviewed BlackRock’s profitability with respect to the Fund and each fund the Board currently oversees for the year ended December 31, 2007 compared to aggregated profitability data provided for the year ended December 31, 2005.
In addition, the Board considered the cost of the services provided to the Fund by BlackRock, and BlackRock’s and its affiliates’ profits relating to the management and distribution of the Fund and the other funds advised by BlackRock and its affiliates. As part of its analysis, the Board reviewed BlackRock’s methodology in allocating its costs to the manage- ment of the Fund and concluded that there was a reasonable basis for the allocation. The Board also considered whether BlackRock has the financial resources necessary to attract and retain high quality invest- ment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that are expected by the Board.
The Board took into account that BlackRock has contractually agreed to waive a portion of its advisory fee, thereby lowering Fund expenses. The Board further noted that BlackRock has agreed to contractually cap the total annual operating expenses, excluding certain expenses, of one or more share classes of the Fund, at certain levels. The Board observed that those expense caps benefited shareholders by keeping total fees down even in the absence of breakpoints.
D. Economies of Scale: The Board, including the Independent Directors, considered the extent to which economies of scale might be realized as the assets of the Fund increase and whether there should be changes in the advisory fee rate or structure in order to enable the Fund to participate in these economies of scale. The Board, including the Independent Directors, considered whether the shareholders would benefit from economies of scale and whether there was potential for future realization of economies with respect to the Fund. The Board con- sidered that the funds in the BlackRock fund complex share common resources and, as a result, an increase in the overall size of the complex could permit each fund to incur lower expenses than it would otherwise as stand-alone entities. The Board also considered the anticipated efficiencies in the processes of BlackRock’s overall operations as it continues to add personnel and commit capital to expand the scale of operations. The Board found, based on its review of comparable funds, |
that the Fund’s management fee is appropriate in light of the scale of the Fund.
E. Other Factors: The Board also took into account other ancillary or “fall-out” benefits that BlackRock may derive from its relationship with the Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals that manage other portfolios, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Fund, including for administrative, transfer agency and distribution services. The Board also noted that BlackRock may use third party research obtained by soft dollars generated by transactions in the Fund to assist itself in managing all or a number of its other client accounts.
In connection with its consideration of the Agreements, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.
Conclusion
The Board approved the continuation of the Advisory Agreement between the Advisor and the Fund for a one-year term ending June 30, 2009 and the Subadvisory Agreement between the Advisor and BlackRock Investment Management, LLC for a one-year term ending June 30, 2009. Based upon their evaluation of all these factors in their totality, the Board, including the Independent Directors, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Fund and the Fund’s shareholders. In arriving at a decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together. The Independent Directors were also assisted by the advice of independent legal counsel in making this determination. The contractual fee arrangements for the Fund reflect the result of several years of review by the Directors and predecessor Directors, and discussions between the Directors (and predecessor Directors) and BlackRock. Certain aspects of the arrangements may be the subject of more attention in some years than in others, and the Directors’ conclusions may be based in part on their consideration of these arrangements in prior years. |
BLACKROCK FOCUS GROWTH FUND, INC. |
Officers and Directors | | | | | | | | |
|
| | | | | | | | Number of | | |
| | | | | | | | BlackRock- | | |
| | Position(s) | | Length of | | | | Advised Funds | | |
Name, Address | | Held with Fund/ | | Time Served | | | | and Portfolios | | Public |
and Year of Birth | | Master LLC | | as a Director2 | | Principal Occupation(s) During Past 5 Years | | Overseen | | Directorships |
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Non-Interested Directors1 | | | | | | | | |
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Robert M. Hernandez | | Chairman of the | | Since | | Formerly Director, Vice Chairman and Chief Financial Officer of USX | | 37 Funds | | ACE Limited |
40 East 52nd Street | | Board, Director | | 2007 | | Corporation (energy and steel business) from 1991 to 2001. | | 104 Portfolios | | (insurance company); |
New York, NY 10022 | | and Member | | | | | | | | Eastman Chemical |
1944 | | of the Audit | | | | | | | | Company (chemical); |
| | Committee | | | | | | | | RTI International |
| | | | | | | | | | Metals, Inc. (metals); |
| | | | | | | | | | TYCO Electronics |
| | | | | | | | | | (electronics) |
| |
| |
| |
| |
| |
|
|
Fred G. Weiss | | Vice Chairman | | Since | | Managing Director, FGW Associates (consulting and investment | | 37 Funds | | Watson |
40 East 52nd Street | | of the Board, | | 2007 | | company) since 1997; Director, Michael J. Fox Foundation for | | 104 Portfolios | | Pharmaceutical Inc. |
New York, NY 10022 | | Chairman of the | | | | Parkinson’s Research since 2000; Formerly Director of BTG | | | | |
1941 | | Audit Committee | | | | International Plc (a global technology commercialization company) | | | | |
| | and Director | | | | from 2001 to 2007. | | | | |
| |
| |
| |
| |
| |
|
|
James H. Bodurtha | | Director | | Since | | Director, The China Business Group, Inc. (consulting firm) since 1996 | | 37 Funds | | None |
40 East 52nd Street | | | | 1995 | | and formerly Executive Vice President thereof from 1996 to 2003; | | 104 Portfolios | | |
New York, NY 10022 | | | | | | Chairman of the Board, Berkshire Holding Corporation since 1980. | | | | |
1944 | | | | | | | | | | |
| |
| |
| |
| |
| |
|
Bruce R. Bond | | Director | | Since | | Formerly Trustee and Member of the Governance Committee, State | | 37 Funds | | None |
40 East 52nd Street | | | | 2007 | | Street Research Mutual Funds from 1997 to 2005; Formerly Board | | 104 Portfolios | | |
New York, NY 10022 | | | | | | Member of Governance, Audit and Finance Committee, Avaya Inc. | | | | |
1946 | | | | | | (computer equipment) from 2003 to 2007. | | | | |
| |
| |
| |
| |
| |
|
Donald W. Burton | | Director | | Since | | Managing General Partner, The Burton Partnership, LP (an investment | | 37 Funds | | Knology, Inc. (tele- |
40 East 52nd Street | | | | 2007 | | partnership) since 1979; Managing General Partner, The South Atlantic | | 104 Portfolios | | communications); |
New York, NY 10022 | | | | | | Venture Funds since 1983; Member of the Investment Advisory Council | | | | Capital Southwest |
1944 | | | | | | of the Florida State Board of Administration from 2001 to 2007. | | | | (financial) |
| |
| |
| |
| |
| |
|
Honorable | | Director | | Since | | Partner and Head of International Practice, Covington and Burling | | 37 Funds | | UPS Corporation |
Stuart E. Eizenstat | | | | 2007 | | (law firm) since 2001; International Advisory Board Member, The Coca | | 104 Portfolios | | (delivery service) |
40 East 52nd Street | | | | | | Cola Company since 2002; Advisory Board Member BT Americas | | | | |
New York, NY 10022 | | | | | | (telecommunications) since 2004; Member of the Board of Directors, | | | | |
1943 | | | | | | Chicago Climate Exchange (environmental) since 2006; Member of the | | | | |
| | | | | | International Advisory Board GML (energy) since 2003. | | | | |
| |
| |
| |
| |
| |
|
|
Kenneth A. Froot | | Director | | Since | | Professor, Harvard University since 1992. | | 37 Funds | | None |
40 East 52nd Street | | | | 2005 | | | | 104 Portfolios | | |
New York, NY 10022 | | | | | | | | | | |
1957 | | | | | | | | | | |
| |
| |
| |
| |
| |
|
John F. O’Brien | | Director | | Since | | Trustee, Woods Hole Oceanographic Institute since 2003; Formerly | | 37 Funds | | Cabot Corporation |
40 East 52nd Street | | | | 2007 | | Director, Allmerica Financial Corporation from 1995 to 2003; Formerly | | 104 Portfolios | | (chemicals); LKQ |
New York, NY 10022 | | | | | | Director, ABIOMED from 1989 to 2006; Formerly Director, Ameresco, | | | | Corporation (auto |
1943 | | | | | | Inc. (energy solutions company) from 2006 to 2007. | | | | parts manufacturing); |
| | | | | | | | | | TJX Companies, Inc. |
| | | | | | | | | | (retailer) |
| |
| |
| |
| |
| |
|
|
Roberta Cooper Ramo | | Director | | Since | | Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, .A. (law firm) | | 37 Funds | | None |
40 East 52nd Street | | | | 1999 | | since 1993; Chairman of the Board, Cooper’s Inc., (retail) since 2000; | | 104 Portfolios | | |
New York, NY 10022 | | | | | | Director of ECMC Group (service provider to students, schools and | | | | |
1942 | | | | | | lenders) since 2001; President Elect, The American Law Institute, | | | | |
| | | | | | (non-profit), 2007; Formerly President, American Bar Association from | | | | |
| | | | | | 1995 to 1996. | | | | |
| |
| |
| | | |
| |
|
32 BLACKROCK FOCUS GROWTH FUND, INC.
Officers and Directors (continued) | | | | |
|
| | | | | | | | Number of | | |
| | | | | | | | BlackRock- | | |
| | Position(s) | | Length of | | | | Advised Funds | | |
Name, Address | | Held with Fund/ | | Time Served | | | | and Portfolios | | Public |
and Year of Birth | | Master LLC | | as a Director2 | | Principal Occupation(s) During Past 5 Years | | Overseen | | Directorships |
| |
| |
| |
| |
| |
|
|
Non-Interested Directors1 (concluded) | | | | | | | | |
| |
| |
| |
| |
|
|
Jean Margo Reid | | Director | | Since | | Self-employed consultant since 2001; Director and Secretary, SCB, | | 37 Funds | | None |
40 East 52nd Street | | | | 2007 | | Inc. (holding company) since 1998; Director and Secretary, SCB | | 104 Portfolios | | |
New York, NY 10022 | | | | | | Partners, Inc. (holding company) since 2000; Director, Covenant | | | | |
1945 | | | | | | House (non-profit) from 2001 to 2004. | | | | |
| |
| |
| |
| |
| |
|
David H. Walsh | | Director | | Since | | Director, National Museum of Wildlife Art since 2007; Director, | | 37 Funds | | None |
40 East 52nd Street | | | | 2007 | | Ruckleshaus Institute and Haub School of Natural Resources at the | | 104 Portfolios | | |
New York, NY 10022 | | | | | | University of Wyoming since 2006; Director, The American Museum | | | | |
1941 | | | | | | of Fly Fishing since 1997; Formerly Consultant with Putnam Investments | | | | |
| | | | | | from 1993 to 2003; Formerly Director, The National Audubon Society | | | | |
| | | | | | from 1998 to 2005. | | | | |
| |
| |
| |
| |
| |
|
|
Richard R. West | | Director | | Since | | Dean Emeritus, New York University’s Leonard N. Stern School of | | 37 Funds | | Bowne & Co., Inc. |
40 East 52nd Street | | and Member | | 2007 | | Business Administration since 1995. | | 104 Portfolios | | (financial printers); |
New York, NY 10022 | | of the Audit | | | | | | | | Vornado Realty Trust |
1938 | | Committee | | | | | | | | (real estate |
| | | | | | | | | | company); |
| | | | | | | | | | Alexander’s Inc. |
| | | | | | | | | | (real estate |
| | | | | | | | | | company) |
| |
| |
| |
| |
| | |
1 Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72.
2 Following the combination of Merrill Lynch Investment Managers, L. P. (“MLIM”) and BlackRock, Inc. (“BlackRock”) in September 2006, the various legacy MLIM and legacy BlackRock Fund boards were realigned and consolidated into three new Fund boards in 2007. As a result, although the chart shows certain directors as joining the Fund’s board in 2007, each director first became a member of the board of directors of other legacy MLIM or legacy BlackRock Funds as follows: James H. Bodurtha since 1995; Bruce R. Bond since 2005; Donald W. Burton since 2002; Stuart E.
Eizenstat since 2001; Kenneth A. Froot since 2005; Robert M. Hernandez since 1996; John F. O’Brien since 2004; Roberta Cooper Ramo since 2000; Jean Margo Reid since 2004; David H. Walsh since 2003; Fred G. Weiss since 1998; and Richard R. West since 1978.
BLACKROCK FOCUS GROWTH FUND, INC. |
Officers and Directors (continued) | | | | |
|
| | | | | | | | Number of | | |
| | | | | | | | BlackRock- | | |
| | Position(s) | | Length of | | | | Advised Funds | | |
Name, Address | | Held with Fund/ | | Time Served | | | | and Portfolios | | Public |
and Year of Birth | | Master LLC | | as a Director | | Principal Occupation(s) During Past 5 Years | | Overseen | | Directorships |
| |
| |
| |
| |
| |
|
|
Interested Directors1 | | | | | | | | | | |
| |
| |
| |
| |
| |
|
|
Richard S. Davis | | Director | | Since | | Managing Director, BlackRock, Inc. since 2005; Formerly Chief | | 185 Funds | | None |
40 East 52nd Street | | | | 2007 | | Executive Officer, State Street Research & Management Company | | 295 Portfolios | | |
New York, NY 10022 | | | | | | from 2000 to 2005; Formerly Chairman of the Board of Trustees, | | | | |
1945 | | | | | | State Street Research Mutual Funds from 2000 to 2005; Formerly | | | | |
Chairman, SSR Realty from 2000 to 2004. |
|
|
Laurence D. Fink | | Director | | Since | | Chairman and Chief Executive Officer of BlackRock, Inc. since its | | 37 Funds | | None |
40 East 52nd Street | | | | 2007 | | formation in 1998 and of BlackRock, Inc.’s predecessor entities since | | 104 Portfolios | | |
New York, NY 10022 | | | | | | 1988 and Chairman of the Executive and Management Committees; | | | | |
1952 | | | | | | Formerly Managing Director, The First Boston Corporation, Member of | | | | |
| | | | | | its Management Committee, Co-head of its Taxable Fixed Income | | | | |
| | | | | | Division and Head of its Mortgage and Real Estate Products Group; | | | | |
| | | | | | Chairman of the Board of several of BlackRock’s alternative investment | | | | |
| | | | | | vehicles; Director of several of BlackRock’s offshore funds; Member of | | | | |
| | | | | | the Board of Trustees of New York University, Chair of the Financial Affairs | | | | |
| | | | | | Committee and a member of the Executive Committee, the Ad Hoc | | | | |
| | | | | | Committee on Board Governance, and the Committee on Trustees; Co- | | | | |
| | | | | | Chairman of the NYU Hospitals Center Board of Trustees, Chairman of | | | | |
| | | | | | the Development/Trustee Stewardship Committee and Chairman of the | | | | |
| | | | | | Finance Committee; Trustee, The Boys’ Club of New York. | | | | |
| |
| |
| |
| |
| |
|
|
Henry Gabbay | | Director | | Since | | Consultant, BlackRock, Inc. since 2007; Formerly Managing Director, | | 184 Funds | | None |
40 East 52nd Street | | | | 2007 | | BlackRock, Inc. from 1989 to 2007; Formerly Chief Administrative | | 294 Portfolios | | |
New York, NY 10022 | | | | | | Officer, BlackRock Advisors, LLC from 1998 to 2007; Formerly President | | | | |
1947 | | | | | | of BlackRock Funds and BlackRock Bond Allocation Target Shares from | | | | |
| | | | | | 2005 to 2007 and Treasurer of certain closed-end funds in the | | | | |
BlackRock fund complex from 1989 to 2006. |
1 Messrs. Davis, Fink and Gabbay are all “interested persons,” as defined in the Investment Company Act of 1940, of the Fund/Master LLC based on their positions with BlackRock, Inc. and its affiliates. Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72.
34 BLACKROCK FOCUS GROWTH FUND, INC.
Officers and Directors (concluded) | | | | | | |
|
| | Position(s) | | | | | | | | | | |
Name, Address | | Held with Fund/ | | Length of | | | | | | | | |
and Year of Birth | | Master LLC | | Time Served | | Principal Occupation(s) During Past 5 Years | | | | |
| |
| |
| |
| |
| |
|
Fund Officers1 | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
|
Donald C. Burke | | Fund | | Since | | Managing Director of BlackRock, Inc. since 2006; Formerly Managing Director of Merrill Lynch Investment |
40 East 52nd Street | | President | | 2007 | | Managers, L .P.(“MLIM”) and Fund Asset Management, L.P. (“FAM”) in 2006; First Vice President thereof from |
New York, NY 10022 | | and Chief | | | | 1997 to 2005; Treasurer thereof from 1999 to 2006 and Vice President thereof from 1990 to 1997. |
1960 | | Executive | | | | | | | | | | |
| | Officer | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
|
Anne F. Ackerley | | Vice | | Since | | Managing Director of BlackRock, Inc. since 2000; Chief Operating Officer of BlackRock’s U.S. Retail Group since |
40 East 52nd Street | | President | | 2007 | | 2006; Head of BlackRock’s Mutual Fund Group from 2000 to 2006; Merrill Lynch & Co., Inc. from 1984 to 1986 |
New York, NY 10022 | | | | | | and from 1988 to 2000, most recently as First Vice President and Operating Officer of the Mergers and |
1962 | | | | | | Acquisitions Group. | | | | |
| |
| |
| |
| |
| |
|
Neal J. Andrews | | Chief | | Since | | Managing Director of BlackRock, Inc. since 2006; Formerly Senior Vice President and Line of Business Head of |
40 East 52nd Street | | Financial | | 2007 | | Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. (formerly PFPC Inc.) from |
New York, NY 10022 | | Officer | | | | 1992 to 2006. | | | | |
1966 | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
|
Jay M. Fife | | Treasurer | | Since | | Managing Director of BlackRock, Inc. since 2007 and Director in 2006; Formerly Assistant Treasurer of the |
40 East 52nd Street | | | | 2007 | | MLIM/FAM advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006. |
New York, NY 10022 | | | | | | | | | | | | |
1970 | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
|
Brian P. Kindelan | | Chief | | Since | | Chief Compliance Officer of the BlackRock-advised Funds since 2007; Anti-Money Laundering Officer of the |
40 East 52nd Street | | Compliance | | 2007 | | BlackRock-advised Funds since 2007; Managing Director and Senior Counsel of BlackRock, Inc. since 2005; |
New York, NY 10022 | | Officer | | | | Director and Senior Counsel of BlackRock Advisors, Inc. from 2001 to 2004 and Vice President and Senior |
1959 | | | | | | Counsel thereof from 1998 to 2000; Formerly Senior Counsel of The PNC Bank Corp. from 1995 to 1998. |
| |
| |
| |
|
Howard B. Surloff | | Secretary | | Since | | Managing Director of BlackRock, Inc. and General Counsel of U.S. Funds at BlackRock, Inc. since 2006; Formerly |
40 East 52nd Street | | | | 2007 | | General Counsel (U.S.) of Goldman Sachs Asset Management, L.P. from 1993 to 2006. |
New York, NY 10022 | | | | | | | | | | | | |
1965 | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
|
| | 1 Officers of the Fund/Master LLC serve at the pleasure of the Board of Directors. | | | | |
| |
| |
| |
|
| | Further information about the Fund’s Officers and Directors is available in the Fund’s Statement of Additional Information, which can be obtained |
| | without charge by calling (800) 441-7762. | | | | | | |
| |
| |
| |
| |
|
|
Custodian | | Transfer Agent | | | | Accounting Agent | | Independent Registered | | Legal Counsel |
The Bank of New York Mellon PNC Global Investment | | State Street Bank | | Public Accounting Firm | | Willkie Farr & Gallagher LLP |
New York, NY 10286 | | Servicing (U.S.) Inc. | | | | and Trust Company | | Deloitte & Touche LLP | | New York, NY 10019 |
| | Wilmington, DE 19809 | | Princeton, NJ 08540 | | Princeton, NJ 08540 | | |
BLACKROCK FOCUS GROWTH FUND, INC. |
Additional Information
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 infor-
mation 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 appli-
cations, forms or other documents; (ii) information about your trans-
actions with us, our affiliates, or others; (iii) information we receive from
a consumer reporting agency; and (iv) from visits to our websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-
public personal information about its Clients, except as permitted by law
or as is necessary to respond to regulatory requests or to service Client
accounts. These non-affiliated third parties are required to protect the
confidentiality and security of this information and to use it only for its
intended purpose.
We may share information with our affiliates to service your account or to
provide you with information about other BlackRock products or services
that may be of interest to you. In addition, BlackRock restricts access
to non-public personal information about its Clients to those BlackRock
employees with a legitimate business need for the information. BlackRock
maintains physical, electronic and procedural safeguards that are designed
to protect the non-public personal information of its Clients, including proce-
dures relating to the proper storage and disposal of such information.
Availability of Additional Information
Electronic copies of most financial reports and prospectuses are available on the Fund’s website or shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual reports and prospectuses by enrolling in the Fund’s electronic delivery program.
To enroll:
Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages:
Please contact your financial advisor. Please note that not all investment advisors, banks or brokerages may offer this service.
Shareholders Who Hold Accounts Directly with BlackRock:
1) Access the BlackRock website at http://www.blackrock.com/edelivery
2) Click on the applicable link and follow the steps to sign up
3) Log into your account |
Householding
The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and it is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact the Fund at (800) 441-7762.
Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that the Fund/Master LLC uses to determine how to vote proxies relating to portfolio securi- ties is available (1) without charge, upon request, by calling toll-free (800) 441-7762; (2) at www.blackrock.com; and (3) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov. |
36 BLACKROCK FOCUS GROWTH FUND, INC.
Additional Information (concluded)
Availability of Additional Information (concluded)
Availability of Proxy Voting Record
Information about how the Fund/Master LLC votes proxies relating to securities held in the Fund’s/Master LLC’s portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at www.blackrock.com or by calling (800) 441-7762 and (2) on the SEC’s website at http://www.sec.gov. |
Availability of Quarterly Portfolio Schedule
The Fund/Master LLC files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s/Master LLC’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The Fund’s/Master LLC’s Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762. |
Shareholder Privileges
Account Information
Call us at (800) 441-7762 from 8:00 AM to 6:00 PM EST to get infor- mation about your account balances, recent transactions and share prices. You can also reach us on the Web at www.blackrock.com/funds.
Automatic Investment Plans
Investor Class shareholders who want to invest regularly can arrange to have $50 or more automatically deducted from their checking or savings account and invested in any of the BlackRock funds. |
Systematic Withdrawal Plans
Investor Class shareholders can establish a systematic withdrawal plan and receive periodic payments of $50 or more from their BlackRock funds, as long as their account is at least $10,000.
Retirement Plans
Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans. |
BLACKROCK FOCUS GROWTH FUND, INC. |
A World-Class Mutual Fund Family
BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed income and tax-exempt investing.
Equity Funds | | | | |
| |
| |
|
|
BlackRock All-Cap Global Resources Portfolio | | BlackRock Global Opportunities Portfolio | | BlackRock Mid Cap Value Opportunities Fund |
BlackRock Asset Allocation Portfolio† | | BlackRock Global Resources Portfolio | | BlackRock Natural Resources Trust |
BlackRock Aurora Portfolio | | BlackRock Global SmallCap Fund | | BlackRock Pacific Fund |
BlackRock Balanced Capital Fund† | | BlackRock Health Sciences Opportunities Portfolio* | | BlackRock Science & Technology |
BlackRock Basic Value Fund | | BlackRock Healthcare Fund | | Opportunities Portfolio |
BlackRock Capital Appreciation Portfolio | | BlackRock Index Equity Portfolio* | | BlackRock Small Cap Core Equity Portfolio |
BlackRock Equity Dividend Fund | | BlackRock International Fund | | BlackRock Small Cap Growth Equity Portfolio |
BlackRock EuroFund | | BlackRock International Index Fund | | BlackRock Small Cap Growth Fund II |
BlackRock Focus Growth Fund | | BlackRock International Opportunities Portfolio | | BlackRock Small Cap Index Fund |
BlackRock Focus Value Fund | | BlackRock International Value Fund | | BlackRock Small Cap Value Equity Portfolio* |
BlackRock Fundamental Growth Fund | | BlackRock Large Cap Core Fund | | BlackRock Small/Mid-Cap Growth Portfolio |
BlackRock Global Allocation Fund† | | BlackRock Large Cap Growth Fund | | BlackRock S&P 500 Index Fund |
BlackRock Global Dynamic Equity Fund | | BlackRock Large Cap Value Fund | | BlackRock U.S. Opportunities Portfolio |
BlackRock Global Emerging Markets Fund | | BlackRock Latin America Fund | | BlackRock Utilities and Telecommunications Fund |
BlackRock Global Financial Services Fund | | BlackRock Mid-Cap Growth Equity Portfolio | | BlackRock Value Opportunities Fund |
BlackRock Global Growth Fund | | BlackRock Mid-Cap Value Equity Portfolio | | |
| |
| |
|
|
Fixed Income Funds | | | | |
| |
| |
|
|
BlackRock Emerging Market Debt Portfolio | | BlackRock Inflation Protected Bond Portfolio | | BlackRock Short-Term Bond Fund |
BlackRock Enhanced Income Portfolio | | BlackRock Intermediate Bond Portfolio II | | BlackRock Strategic Income Portfolio |
BlackRock GNMA Portfolio | | BlackRock Intermediate Government | | BlackRock Total Return Fund |
BlackRock Government Income Portfolio | | Bond Portfolio | | BlackRock Total Return Portfolio II |
BlackRock High Income Fund | | BlackRock International Bond Portfolio | | BlackRock World Income Fund |
BlackRock High Yield Bond Portfolio | | BlackRock Long Duration Bond Portfolio | | |
BlackRock Income Portfolio | | BlackRock Low Duration Bond Portfolio | | |
BlackRock Income Builder Portfolio | | BlackRock Managed Income Portfolio | | |
| |
| |
|
|
Municipal Bond Funds | | | | |
| |
| |
|
BlackRock AMT-Free Municipal Bond Portfolio | | BlackRock Intermediate Municipal Fund | | BlackRock New York Municipal Bond Fund |
BlackRock California Insured Municipal Bond Fund | | BlackRock Kentucky Municipal Bond Portfolio | | BlackRock Ohio Municipal Bond Portfolio |
BlackRock Delaware Municipal Bond Portfolio | | BlackRock Municipal Insured Fund | | BlackRock Pennsylvania Municipal Bond Fund |
BlackRock Florida Municipal Bond Fund | | BlackRock National Municipal Fund | | BlackRock Short-Term Municipal Fund |
BlackRock High Yield Municipal Fund | | BlackRock New Jersey Municipal Bond Fund | | |
| |
| |
|
|
Target Risk & Target Date Funds | | | | |
| |
| |
|
|
BlackRock Prepared Portfolios | | BlackRock Lifecycle Prepared Portfolios | | |
Conservative Prepared Portfolio | | Prepared Portfolio 2010 | | Prepared Portfolio 2030 |
Moderate Prepared Portfolio | | Prepared Portfolio 2015 | | Prepared Portfolio 2035 |
Growth Prepared Portfolio | | Prepared Portfolio 2020 | | Prepared Portfolio 2040 |
Aggressive Growth Prepared Portfolio | | Prepared Portfolio 2025 | | Prepared Portfolio 2045 |
| | | | Prepared Portfolio 2050 |
* See the prospectus for information on specific limitations on investments in the fund. | | |
† Mixed asset fund. | | | | |
BlackRock mutual funds are currently distributed by BlackRock Investments, Inc. You should consider the investment objectives, risks, charges and expenses of the funds under consideration carefully before investing. Each fund’s prospectus contains this and other information and is available at www.blackrock.com or by calling (800) 882-0052 or from your financial advisor. The prospectus should be read carefully before investing.
38 BLACKROCK FOCUS GROWTH FUND, INC.

This report is not authorized for use as an offer of sale or a solicita- tion of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus. Past performance results shown in this report should not be considered a representa- tion of future performance. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
BlackRock Focus Growth Fund, Inc. 100 Bellevue Parkway Wilmington, DE 19809 |

#FOCUS-8/08
Item 2 – Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. During the period covered by this report, there have been no amendments to or waivers granted under the code of ethics. A copy of the code of ethics is available without charge at www.blackrock.com.
Item 3 – Audit Committee Financial Expert – The registrant’s board of directors or trustees, as applicable (the “board of directors”) has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: Joe Grills (not reappointed to the Audit Committee, effective November 1, 2007) Robert M. Hernandez (term began, effective November 1, 2007) Robert S. Salomon, Jr. (term ended, effective November 1, 2007) Fred G. Weiss (term began, effective November 1, 2007) Richard R. West (term began, effective November 1, 2007)
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
Item 4 – Principal Accountant Fees and Services |
| | (a) Audit Fees | | (b) Audit-Related Fees1 | | (c) Tax Fees2 | | (d) All Other Fees3 |
| |
| |
| |
| |
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Master Focus | | | | | | | | | | | | | | | | |
Growth LLC | | $23,300 | | $26,400 | | $0 | | $0 | | $0 | | $0 | | $0 | | $0 |
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BlackRock Focus | | $6,800 | | $6,600 | | $0 | | $0 | | $6,100 | | $6,100 | | $1,049 | | $1,042 |
Growth Fund, Inc. | | | | | | | | | | | | | | | | |
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| 1 The nature of the services include assurance and related services reasonably related to the performance of the audit of financial statements not included in Audit Fees. 2 The nature of the services include tax compliance, tax advice and tax planning. 3 The nature of the services include a review of compliance procedures and attestation thereto.
(e)(1) Audit Committee Pre-Approval Policies and Procedures: The registrant’s audit committee (the “Committee”) has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre- approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the registrant’s affiliated service providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are a) consistent with the SEC’s auditor independence rules and b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless |
the Committee provides for a different period. Tax or other non-audit services provided to
the registrant which have a direct impact on the operation or financial reporting of the
registrant will only be deemed pre-approved provided that any individual project does not
exceed $10,000 attributable to the registrant or $50,000 for all of the registrants the
Committee oversees. For this purpose, multiple projects will be aggregated to determine if
they exceed the previously mentioned cost levels.
Any proposed services exceeding the pre-approved cost levels will require specific
pre-approval by the Committee, as will any other services not subject to general pre-
approval (e.g., unanticipated but permissible services). The Committee is informed of each
service approved subject to general pre-approval at the next regularly scheduled in-person
board meeting. At this meeting, an analysis of such services is presented to the Committee
for ratification. The Committee may delegate to one or more of its members the authority to
approve the provision of and fees for any specific engagement of permitted non-audit
services, including services exceeding pre-approved cost levels.
(e)(2) None of the services described in each of Items 4(b) through (d) were approved by
the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not Applicable
(g) Affiliates’ Aggregate Non-Audit Fees:
| | Current Fiscal Year | | Previous Fiscal Year |
Entity Name | | End | | End |
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Master Focus Growth LLC | | $287,500 | | $284,500 |
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BlackRock Focus Growth Fund, | | $294,649 | | $291,642 |
Inc. | | | | |
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(h) The registrant’s audit committee has considered and determined that the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any non-affiliated sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by the registrant’s investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Regulation S-X Rule 2-01(c)(7)(ii) – $287,500, 0%
Item 5 – Audit Committee of Listed Registrants – Not Applicable
Item 6 – Investments (a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form. (b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable
Item 8 – Portfolio Managers of Closed-End Management Investment Companies – Not Applicable |
Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable
Item 10 – Submission of Matters to a Vote of Security Holders – The registrant’s Nominating and Governance Committee will consider nominees to the board of directors recommended by shareholders when a vacancy becomes available. Shareholders who wish to recommend a nominee should send nominations that include biographical information and set forth the qualifications of the proposed nominee to the registrant’s Secretary. There have been no material changes to these procedures.
Item 11 – Controls and Procedures
11(a) – The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.
11(b) – There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12 – Exhibits attached hereto
12(a)(1) – Code of Ethics – See Item 2
12(a)(2) – Certifications – Attached hereto
12(a)(3) – Not Applicable
12(b) – Certifications – Attached hereto |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC
By: /s/ Donald C. Burke Donald C. Burke Chief Executive Officer of BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC
Date: October 20, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Donald C. Burke Donald C. Burke Chief Executive Officer (principal executive officer) of BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC
Date: October 20, 2008
By: /s/ Neal J. Andrews Neal J. Andrews Chief Financial Officer (principal financial officer) of BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC
Date: October 20, 2008 |