Master Focus Growth NCSR Certified annual shareholder report (management investment company)

Master Focus Growth N-CSRCertified annual shareholder report (management investment company)

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 and 811-09735

Name of Fund: BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC, 55 East 52^nd Street, New York, NY 10055

Registrants’ telephone number, including area code: (800) 441-7762

Date of fiscal year end: 08/31/2012

Date of reporting period: 08/31/2012

Item 1 – Report to Stockholders


		August 31, 2012

Annual Report

BlackRock Focus Growth Fund, Inc.

Not FDIC Insured No Bank Guarantee May Lose Value


Table of Contents


	Page
Dear Shareholder		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		17
Important Tax Information		17
Master LLC Portfolio Information		18
Master LLC Financial Statements:
Schedule of Investments		19
Statement of Assets and Liabilities		21
Statement of Operations		22
Statements of Changes in Net Assets		23
Master LLC Financial Highlights		24
Master LLC Notes to Financial Statements		25
Master LLC Report of Independent Registered Public Accounting Firm		28
Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement		29
Officers and Directors		33
Additional Information		36
A World-Class Mutual Fund Family		38



2	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012

Dear Shareholder

About this time one year ago, financial markets had been upended by sovereign debt turmoil in the United States and Europe as well as growing concerns about the future of the global economy. Since then, asset prices have waxed and waned in broad strokes as investors reacted to developments in Europe’s financial situation, mixed US economic news and global central bank policy action.

After confidence crumbled in the third quarter of 2011, October brought improving economic data and more concerted efforts among European leaders toward stemming the region’s debt crisis, gradually drawing investors back to the markets. Improving sentiment carried over into early 2012 as investors felt some relief from the world’s financial woes. Volatility abated and risk assets (including stocks, commodities and high yield bonds) moved boldly higher through the first two months of 2012 while climbing Treasury yields pressured higher-quality fixed income assets.

Markets reversed course in the spring when Europe’s debt problems boiled over once again. High levels of volatility returned as political instability in Greece threatened the country’s membership in the euro zone. Spain faced severe deficit issues while the nation’s banks clamored for liquidity. Yields on Spanish and Italian government debt rose to levels deemed unsustainable. European leaders conferred and debated vehemently over the need for fiscal integration among the 17 nations comprising the euro currency bloc as a means to resolve the crisis for the long term.

Alongside the drama in Europe, investors were discouraged by gloomy economic reports from various parts of the world. A slowdown in China, a key powerhouse for global growth, became particularly worrisome. In the United States, disappointing jobs reports dealt a crushing blow to sentiment. Risk assets sold off in the second quarter as investors again retreated to safe haven assets.

Despite the continuation of heightened market volatility, most asset classes enjoyed a robust summer rally. Global economic data continued to be mixed, but the spate of downside surprises seen in the second quarter began to recede and, outside of Europe, the risk of recession largely subsided. Central bank policy action has been a major driver of market sentiment in 2012. Investors’ anticipation for economic stimulus drove asset prices higher over the summer as the European Central Bank stepped up its efforts to support the region’s troubled nations and the US Federal Reserve reiterated its readiness to take action if economic conditions warrant.

On the whole, most asset classes advanced during the reporting period. US large cap stocks delivered strong returns for the 12 months ended August 31, 2012, while small cap stocks and high yield bonds also performed well. Despite the risk-asset rally in recent months, higher-quality investments including tax-exempt municipal bonds and US Treasury bonds posted exceptional gains by historical standards and outperformed investment-grade corporate bonds. International and emerging equities, however, lagged other asset classes amid ongoing global uncertainty. Near-zero short term interest rates kept yields on money market securities near their all-time lows.

We know that investors continue to face a world of uncertainty and volatile markets, but we also believe these challenging times present many opportunities. We remain committed to working with you and your financial professional to identify actionable ideas for your portfolio. We encourage you to visit www.blackrock.com/newworld for more information.

Sincerely,

LOGO

Rob Kapito

President, BlackRock Advisors, LLC

LOGO

“We know that investors continue to face a world of uncertainty and volatile markets, but we also believe these challenging times present many opportunities.”

Rob Kapito

President, BlackRock Advisors, LLC


Total Returns as of August 31, 2012
	6-month			12-month
US large cap equities (S&P 500^® Index)		4.14	%		18.00	%
US small cap equities (Russell 2000^® Index)		0.89			13.40
International equities (MSCI Europe, Australasia, Far East Index)		(4.00	)		(0.04	)
Emerging market equities (MSCI Emerging Markets Index)		(10.51	)		(5.80	)
3-month Treasury bill (BofA Merrill Lynch 3-Month US Treasury Bill Index)		0.06			0.06
US Treasury securities (BofA Merrill Lynch 10-Year US Treasury Index)		5.25			9.14
US investment grade bonds (Barclays US Aggregate Bond Index)		2.97			5.78
Tax-exempt municipal bonds (S&P Municipal Bond Index)		3.24			9.37
US high yield bonds (Barclays US Corporate High Yield 2% Issuer Capped Index)		4.80			13.84
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index.



		THIS PAGE NOT PART OF YOUR FUND REPORT				3


Fund Summary as of August 31, 2012

Investment Objective

BlackRock Focus Growth Fund, Inc.’s (the “Fund”) investment objective is long-term capital appreciation.


Portfolio Management Commentary

How did the Fund perform?

For the 12-month period ended August 31, 2012, through its investment in Master Focus Growth LLC (the “Master LLC”), the Fund underperformed its benchmark, the Russell 1000^® Growth Index.

What factors influenced performance?

Stock selection in the consumer discretionary sector was the largest source of the Fund’s underperformance during the period. The Master LLC’s investment in emerging electric car maker Tesla Motors, Inc. detracted as the stock experienced significant volatility around the June 2012 launch of the Model S vehicle. The Master LLC also held a position in Las Vegas Sands Corp., which, despite performing well early in 2012, declined over the period as a whole. A position in Viacom, Inc., which was eliminated during the period, also hurt relative returns, as did a lack of exposure to the surging specialty retail industry.

In energy, investment in exploration and production companies in particular hurt returns. Coal miner Alpha Natural Resources, Inc. struggled amid slowing demand for commodities in China along with cheap prices for natural gas, a substitute for coal. Shares of natural gas producer Range Resources Corp. fell during the winter months as historically warm weather in the United States continued to pressure natural gas prices.

The Master LLC’s positioning in the financials sector also had a negative impact on results as holdings in capital markets companies, most notably The Goldman Sachs Group, Inc. and Jeffries Group, Inc., which was bought and sold during the period, declined while the European credit crisis continued to pressure the financial system. A lack of exposure to real estate investment trusts also detracted from relative performance in the financials sector.

Stock selection across the information technology (“IT”) sector was a detractor overall; however, the Master LLC benefited from holding Apple, Inc. as its largest portfolio position throughout the period and at a heavier weighting relative to the benchmark index. Apple, Inc. rose 73% over the 12 months as the company continued to gain market share with its new products and announced its first ever dividend.

Also contributing positively to the Fund’s performance relative to the benchmark index was the Master LLC’s sector overweight in IT combined with underweights in both materials and telecommunications services. In industrials, an underweight in machinery and the avoidance of the air freight & logistics and construction & engineering industries proved beneficial.

Describe recent portfolio activity.

During the 12-month period, the Master LLC increased exposure to the industrials and health care sectors, where key additions included crane manufacturer Terex Corp. (industrials) and pharmaceutical company Merck & Co., Inc. and biotechnology company Gilead Sciences, Inc. (health care). The Master LLC reduced its allocation to energy, most notably with the sales of Schlumberger Ltd. and Alpha Natural Resources, Inc.

Describe portfolio positioning at period end.

At period end, the Master LLC was notably overweight relative to the Russell 1000^® Growth Index in the industrials sector and significantly underweight in consumer staples.

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.



4	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012


Total Return Based on a $10,000 Investment

LOGO

Assuming maximum sales charge, if any, transaction costs and other operating expenses, including investment advisory and administration fees. Institutional Shares do not have a sales charge.

The Fund invests all of its assets in the Master LLC. The Master LLC invests primarily in the common stock of not less than 25 to approximately 35 companies that Master LLC management believes have strong earnings and revenue growth and capital appreciation potential.

This unmanaged broad-based index is a subset of the Russell 1000^® Index consisting of those Russell 1000^® securities with a greater-than-average growth orientation.


Performance Summary for the Period Ended August 31, 2012


	Average Annual Total Returns⁴
				1 Year						5 Years						10 Years
	6-Month Total Returns			w/o sales charge			w/sales charge			w/o sales charge			w/sales charge			w/o sales charge			w/sales charge
Institutional		2.49	%		9.16	%		N/A			4.60	%		N/A			8.93	%		N/A
Investor A		1.85			8.76			3.05	%		4.10			2.98	%		8.52			7.93	%
Investor B		1.63			7.84			3.34			3.46			3.10			7.76			7.76
Investor C		2.06			7.90			6.90			3.29			3.29			7.58			7.58
Russell 1000^® Growth Index		3.17			17.37			N/A			3.69			N/A			7.02			N/A

⁴

Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees.

See “About Fund Performance” on page 6 for a detailed description of share classes, including any related sales charges and fees.

N/A — Not applicable as share class and index do not have a sales charge.

Past performance is not indicative of future results.


Expense Example


	Actual						Hypothetical⁶
	Beginning Account Value March 1, 2012		Ending Account Value August 31, 2012		Expenses Paid During the Period⁵		Beginning Account Value March 1, 2012		Ending Account Value August 31, 2012		Expenses Paid During the Period⁵		Annualized Expense Ratio
Institutional	$	1,000.00	$	1,024.90	$	7.02	$	1,000.00	$	1,018.20	$	7.00		1.38	%
Investor A	$	1,000.00	$	1,018.50	$	9.08	$	1,000.00	$	1,016.14	$	9.07		1.79	%
Investor B	$	1,000.00	$	1,016.30	$	12.67	$	1,000.00	$	1,012.56	$	12.65		2.50	%
Investor C	$	1,000.00	$	1,020.60	$	12.90	$	1,000.00	$	1,012.39	$	12.85		2.54	%

⁵

For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period shown). Because the Fund invests significantly in the Master LLC, the expense example reflects the net expenses of both the Fund and the Master LLC in which it invests.

⁶

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.



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	5


About Fund Performance

Institutional Shares are not subject to any sales charge. These shares bear no ongoing distribution or service fees and are available only to eligible investors.

Investor A Shares are subject to 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 Shares are subject to a maximum contingent deferred sales charge (“CDSC”) of 4.50% declining to 0% after six years. In addition, these 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. These shares are only available through exchanges, dividend reinvestment by existing share- holders or for purchase by certain qualified employee benefit plans.

Investor C Shares are subject to a 1.00% CDSC if redeemed within one year of purchase. In addition, these shares are subject to a distribution fee of 0.75% per year and a service fee of 0.25% per year.

Performance information reflects past performance and does not guarantee 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 table on the previous page assume reinvestment of all dividends and capital gain distributions, if any, at net asset value (“NAV”) 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.

BlackRock Advisors, LLC (the “Administrator”), the Fund’s administrator, waived and/or reimbursed a portion of the Fund’s expenses. Without such waiver and/or reimbursement, the Fund’s performance would have been lower. The Administrator is under no obligation to waive or reimburse or to continue waiving or reimbursing its fees after the applicable termination date. See Note 2 of the Notes to Financial Statements for additional information on waivers and reimbursements. 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.


Disclosure of Expenses

Shareholders of the Fund may incur the following charges: (a) expenses related to transactions, including sales charges and exchange fees; and (b) operating expenses, including administration fees, service and distribution fees, including 12b-1 fees and other Fund expenses. The expense example shown on the previous page (which is based on a hypothetical investment of $1,000 invested on March 1, 2012 and held through August 31, 2012) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.

The expense example provides information about actual account values and actual expenses. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number corresponding to their share class under the heading entitled “Expenses Paid During the Period.”

The expense example also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in the Fund and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in other funds’ shareholder reports.

The expenses shown in the expense example are intended to highlight shareholders’ ongoing costs only and do not reflect any transactional expenses, such as sales charges or exchange fees, if any. Therefore, the hypothetical example is useful in comparing ongoing expenses only, and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.



6	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012


Statement of Assets and Liabilities		BlackRock Focus Growth Fund, Inc.


August 31, 2012

Assets
Investments at value — Master LLC (cost — $66,027,526)	$	78,814,817
Capital shares sold receivable		105,445
Withdrawals receivable from the Master LLC		92,355

Total assets		79,012,617


Liabilities
Capital shares redeemed payable		197,800
Service and distribution fees payable		29,812
Administration fees payable		14,469
Other accrued expenses payable		77,206

Total liabilities		319,287

Net Assets	$	78,693,330


Net Assets Consist of
Paid-in capital	$	68,200,679
Accumulated net investment loss		(523,322	)
Accumulated net realized loss allocated from the Master LLC		(1,771,318	)
Net unrealized appreciation/depreciation allocated from the Master LLC		12,787,291

Net Assets	$	78,693,330


Net Asset Value
Institutional — Based on net assets of $15,780,141 and 5,483,945 shares outstanding, 100 million shares authorized, $0.10 par value	$	2.88

Investor A — Based on net assets of $36,613,975 and 13,302,435 shares outstanding, 100 million shares authorized, $0.10 par value	$	2.75

Investor B — Based on net assets of $745,235 and 297,904 shares outstanding, 300 million shares authorized, $0.10 par value	$	2.50

Investor C — Based on net assets of $25,553,979 and 10,323,071 shares outstanding, 300 million shares authorized, $0.10 par value	$	2.48


Statement of Operations		BlackRock Focus Growth Fund, Inc.


Year Ended August 31, 2012

Investment Income
Net investment income allocated from the Master LLC:
Dividends — unaffiliated	$	876,235
Dividends — affiliated		907
Expenses		(708,677	)
Fees waived		187,560

Total income		356,025


Expenses
Administration		233,506
Service — Investor A		100,526
Service and distribution — Investor B		10,619
Service and distribution — Investor C		268,656
Transfer agent — Institutional		50,857
Transfer agent — Investor A		145,902
Transfer agent — Investor B		3,868
Transfer agent — Investor C		98,005
Professional		74,192
Registration		64,507
Printing		55,785
Miscellaneous		15,117

Total expenses		1,121,540
Less transfer agent fees waived and/or reimbursed — Investor A		(172	)
Less transfer agent fees waived and/or reimbursed — Investor B		(198	)
Less transfer agent fees waived and/or reimbursed — Investor C		(151	)

Total expenses after fees waived and/or reimbursed		1,121,019

Net investment loss		(764,994	)


Realized and Unrealized Gain (Loss) Allocated from the Master LLC
Net realized loss from investments and litigation proceeds		(1,686,100	)

Net change in unrealized appreciation/depreciation on investments		9,764,245

Total realized and unrealized gain		8,078,145

Net Increase in Net Assets Resulting from Operations	$	7,313,151


Statements of Changes in Net Assets		BlackRock Focus Growth Fund, Inc.


	Year Ended August 31,
Increase (Decrease) in Net Assets:	2012			2011

Operations
Net investment loss	$	(764,994	)	$	(611,535	)
Net realized gain (loss)		(1,686,100	)		9,171,466
Net change in unrealized appreciation/depreciation		9,764,245			(1,186,991	)

Net increase in net assets resulting from operations		7,313,151			7,372,940


Distributions to Shareholders From
Net realized gain:
Institutional		(132,666	)		—
Investor A		(198,144	)		—
Investor B		(7,138	)		—
Investor C		(137,534	)		—

Decrease in net assets resulting from distributions to shareholders		(475,482	)		—


Capital Share Transactions
Net increase (decrease) in net assets derived from capital share transactions		(36,541,126	)		49,580,548


Net Assets
Total increase (decrease) in net assets		(29,703,457	)		56,953,488
Beginning of year		108,396,787			51,443,299

End of year	$	78,693,330		$	108,396,787

Accumulated net investment loss	$	(523,322	)		—


Financial Highlights		BlackRock Focus Growth Fund, Inc.


	Institutional
													Period December 1, 2007 to August 31, 2008			Year Ended November 30, 2007

	Year Ended August 31,
	2012			2011			2010			2009

Per Share Operating Performance
Net asset value, beginning of period	$	2.65		$	2.13		$	1.96		$	2.34		$	2.52		$	2.01

Net investment income (loss)¹		(0.01	)		(0.00	)²		0.01			(0.01	)		(0.02	)		(0.02	)
Net realized and unrealized gain (loss)		0.25			0.52			0.16			(0.37	)		(0.16	)		0.53

Net increase (decrease) from investment operations		0.24			0.52			0.17			(0.38	)		(0.18	)		0.51

Distributions from net realized gain		(0.01	)		—			—			—			—			—

Net asset value, end of period	$	2.88		$	2.65		$	2.13		$	1.96		$	2.34		$	2.52


Total Investment Return³
Based on net asset value		9.16%	⁴		24.41%	⁵		8.67%	⁶		(16.24)%	⁷		(7.14)%	⁸		25.37%


Ratios to Average Net Assets⁹
Total expenses		1.22%	¹⁰		0.96%	¹⁰		1.45%			1.78%			1.53%	¹²		1.40%

Total expenses after fees waived		1.22%	¹⁰		0.96%	¹⁰		1.45%			1.78%			1.47%	¹²		1.40%

Net investment income (loss)		(0.28)%	¹⁰		(0.02)%	^10,11		0.39%	¹¹		(0.82)%			(0.86)%	¹²		(0.98)%


Supplemental Data
Net assets, end of period (000)	$	15,780		$	32,783		$	6,739		$	9,673		$	13,073		$	15,357

Portfolio turnover of the Master LLC		78%			97%			86%			185%			105%			145%

Based on average shares outstanding.

Amount is less than $(0.01) per share.

Where applicable, total investment returns include the reinvestment of dividends and distributions.

⁴

Includes proceeds received from a settlement of litigation, through its investment in the Master LLC, which impacted the Fund’s total return. Not including these proceeds the total return would have been 8.02%

⁵

⁶

⁷

⁸

Aggregate total investment return.

⁹

Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income.

¹⁰

Includes the Fund’s share of the Master LLC’s allocated fees waived of 0.20%.

¹¹

Includes interest on the proceeds received from a settlement of litigation, through its investment in the Master LLC, which impacted the Fund’s ratio of net investment income (loss) to average net assets. Not including this interest, the ratio of net investment income (loss) to average net assets would have been (0.14)% for the year ended August, 31, 2011 and (0.47)% for the year ended August 31, 2010.

¹²

Annualized.


Financial Highlights (continued)		BlackRock Focus Growth Fund, Inc.


	Investor A
													Period December 1, 2007 to August 31, 2008
																Year Ended November 30, 2007

	Year Ended August 31,
	2012			2011			2010			2009

Per Share Operating Performance
Net asset value, beginning of period	$	2.54		$	2.06		$	1.90		$	2.28		$	2.47		$	1.98

Net investment loss¹		(0.02	)		(0.01	)		(0.00	)²		(0.01	)		(0.03	)		(0.03	)
Net realized and unrealized gain (loss)		0.24			0.49			0.16			(0.37	)		(0.16	)		0.52

Net increase (decrease) from investment operations		0.22			0.48			0.16			(0.38	)		(0.19	)		0.49

Distributions from net realized gain		(0.01	)		—			—			—			—			—

Net asset value, end of period	$	2.75		$	2.54		$	2.06		$	1.90		$	2.28		$	2.47


Total Investment Return³
Based on net asset value		8.76%	⁴		23.30%	⁵		8.42%	⁶		(16.67)%	⁷		(7.69)%	⁸		24.75%


Ratios to Average Net Assets⁹
Total expenses		1.65%	¹⁰		1.45%	¹⁰		1.94%			2.49%			2.09%	¹²		1.84%

Total expenses after fees waived and/or reimbursed		1.65%	¹⁰		1.45%	¹⁰		1.94%			2.22%			2.03%	¹²		1.84%

Net investment loss		(0.71)%	¹⁰		(0.54)%	^10,11		(0.18)%	¹¹		(1.26)%			(1.42)%	¹²		(1.41)%


Supplemental Data
Net assets, end of period (000)	$	36,614		$	45,871		$	27,003		$	23,042		$	23,111		$	9,291

Portfolio turnover of the Master LLC		78%			97%			86%			185%			105%			145%

Based on average shares outstanding.

Amount is less than $(0.01) per share.

Where applicable, total investment returns exclude the effects of any sales charges and include the reinvestment of dividends and distributions.

⁴

⁵

⁶

⁷

⁸

Aggregate total investment return.

⁹

Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income.

¹⁰

Includes the Fund’s share of the Master LLC’s allocated fees waived of 0.20%.

¹¹

Includes interest on the proceeds received from a settlement of litigation, through its investment in the Master LLC, which impacted the Fund’s ratio of net investment income (loss) to average net assets. Not including this interest, the ratio of net investment income (loss) to average net assets would have been (0.63)% for the year ended August, 31, 2011 and (1.00)% for the year ended August 31, 2010.

¹²

Annualized.


Financial Highlights (continued)		BlackRock Focus Growth Fund, Inc.


	Investor B
	Year Ended August 31,												Period December 1, 2007 to August 31, 2008			Year Ended November 30, 2007
	2012			2011			2010			2009						Year Ended November 30, 2007

Per Share Operating Performance
Net asset value, beginning of period	$	2.33		$	1.89		$	1.76		$	2.12		$	2.31		$	1.87

Net investment loss¹		(0.03	)		(0.03	)		(0.01	)		(0.02	)		(0.04	)		(0.05	)
Net realized and unrealized gain (loss)		0.21			0.47			0.14			(0.34	)		(0.15	)		0.49

Net increase (decrease) from investment operations		0.18			0.44			0.13			(0.36	)		(0.19	)		0.44

Distributions from net realized gain		(0.01	)		—			—			—			—			—

Net asset value, end of period	$	2.50		$	2.33		$	1.89		$	1.76		$	2.12		$	2.31


Total Investment Return²
Based on net asset value		7.84%	³		23.28%	⁴		7.39%	⁵		(16.98)%	⁶		(8.23)%	⁷		23.53%


Ratios to Average Net Assets⁸
Total expenses		2.37%	⁹		2.06%	¹⁰		2.42%			3.07%			2.97%	¹²		2.71%

Total expenses after fees waived and/or reimbursed		2.35%	⁹		2.06%	¹⁰		2.40%			2.79%			2.91%	¹²		2.71%

Net investment loss		(1.40)%	⁹		(1.16)%	^10,11		(0.59)%	¹¹		(1.85)%			(2.32)%	¹²		(2.29)%


Supplemental Data
Net assets, end of period (000)	$	745		$	1,612		$	1,943		$	3,307		$	10,367		$	29,326

Portfolio turnover of the Master LLC		78%			97%			86%			185%			105%			145%

Based on average shares outstanding.

Where applicable, total investment returns exclude the effects of any sales charges and include the reinvestment of dividends and distributions.

⁴

⁵

⁶

⁷

Aggregate total investment return.

⁸

Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income.

⁹

Includes the Fund’s share of the Master LLC’s allocated fees waived of 0.20%.

¹⁰

Includes the Fund’s share of the Master LLC’s allocated fees waived of 0.21%.

¹¹

Includes interest on the proceeds received from a settlement of litigation, through its investment in the Master LLC, which impacted the Fund’s ratio of net investment income (loss) to average net assets. Not including this interest, the ratio of net investment income (loss) to average net assets would have been (1.26)% for the year ended August, 31, 2011 and (1.44)% for the year ended August 31, 2010.

¹²

Annualized.


Financial Highlights (concluded)		BlackRock Focus Growth Fund, Inc.


	Investor C
	Year Ended August 31,												Period December 1, 2007 to August 31, 2008			Year Ended November 30, 2007
	2012			2011			2010			2009						Year Ended November 30, 2007

Per Share Operating Performance
Net asset value, beginning of period	$	2.31		$	1.88		$	1.75		$	2.12		$	2.31		$	1.86

Net investment loss¹		(0.03	)		(0.03	)		(0.02	)		(0.02	)		(0.04	)		(0.05	)
Net realized and unrealized gain (loss)		0.21			0.46			0.15			(0.35	)		(0.15	)		0.50

Net increase (decrease) from investment operations		0.18			0.43			0.13			(0.37	)		(0.19	)		0.45

Distributions from net realized gain		(0.01	)		—			—			—			—			—

Net asset value, end of period	$	2.48		$	2.31		$	1.88		$	1.75		$	2.12		$	2.31


Total Investment Return²
Based on net asset value		7.90%	³		22.87%	⁴		7.43%	⁵		(17.45)%	⁶		(8.23)%	⁷		24.19%


Ratios to Average Net Assets⁸
Total expenses		2.40%	⁹		2.23%	⁹		2.78%			3.27%			2.93%	¹¹		2.75%

Total expenses after fees waived and/or reimbursed		2.40%	⁹		2.23%	⁹		2.78%			2.98%			2.87%	¹¹		2.75%

Net investment loss		(1.47)%	⁹		(1.33)%	^9,10		(1.02)%	¹⁰		(2.02)%			(2.27)%	¹¹		(2.32)%


Supplemental Data
Net assets, end of period (000)	$	25,554		$	28,132		$	15,758		$	13,681		$	18,534		$	20,998

Portfolio turnover of the Master LLC		78%			97%			86%			185%			105%			145%

Based on average shares outstanding.

Where applicable, total investment returns exclude the effects of any sales charges and include the reinvestment of dividends and distributions.

⁴

⁵

⁶

⁷

Aggregate total investment return.

⁸

Includes the Fund's share of the Master LLC’s allocated expenses and/or net investment income.

⁹

Includes the Fund’s share of the Master LLC’s allocated fees waived of 0.20%.

¹⁰

Includes interest on the proceeds received from a settlement of litigation, through its investment in the Master LLC, which impacted the Fund’s ratio of net investment income (loss) to average net assets. Not including this interest, the ratio of net investment income (loss) to average net assets would have been (1.42)% for the year ended August, 31, 2011 and (1.84)% for the year ended August 31, 2010.

¹¹

Annualized.


Notes to Financial Statements		BlackRock Focus Growth Fund, Inc.

1. Organization and 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 is organized as a Maryland corporation. The Fund seeks to achieve its investment objective by investing all of its assets in Master Focus Growth LLC (the “Master LLC”), an affiliate of the Fund, which has the same investment objective and strategies as the Fund. The value of the Fund’s investment in the Master LLC reflects the Fund’s proportionate interest in the net assets of the Master LLC. The performance of the Fund is directly affected by the performance of the Master LLC. The percentage of the Master LLC owned by the Fund at August 31, 2012 was 100%. 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 prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Fund offers multiple classes of shares. Institutional Shares are sold without a sales charge and only to certain eligible investors. Investor A Shares are generally sold with a front-end sales charge. Investor B and Investor C Shares may be subject to a contingent deferred sales charge (“CDSC”). 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. Investor B Shares automatically convert to Investor A Shares after approximately eight years. Investor B Shares are only available through exchanges, dividend reinvestment by existing shareholders or for purchase by certain qualified employee benefit plans. 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: US GAAP defines fair value as the price the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Fund’s policy is to fair value its financial instruments at market value. The Fund fair values its financial instruments at market value using independent dealers or pricing services under policies approved by the Board of Directors of the Fund (the “Board”). The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”)

is the committee formed by management to develop global pricing policies and procedures and to provide oversight of the pricing function for the Fund for all financial instruments. The Fund’s policy is to fair value its financial instruments at market value. The Fund records its investment in the Master LLC at fair value based on the Fund’s proportionate interest in the net assets of the Master LLC. Valuation of securities held by the Master LLC is discussed in Note 1 of the Master LLC’s Notes to Financial Statements, which are included elsewhere in this report.

Investment Transactions and Investment Income: For financial reporting purposes, contributions to and withdrawals from the Master LLC are accounted for on a trade date basis. The Fund records 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, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.

Dividends and Distributions: Dividends and distributions paid by the Fund are recorded on the ex-dividend dates. The portion of dividends and distributions that exceeds the Fund’s current and accumulated earnings and profits, which are measured on a tax basis, may be treated as a tax return of capital. The character and timing of dividends and distributions are determined in accordance with federal income tax regulations, which may differ from US GAAP.

Income Taxes: It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.

The Fund files US federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Fund’s US federal tax returns remains open for each of the four years ended August 31, 2012. The statutes of limitations on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction. Management does not believe there are any uncertain tax positions that require recognition of a tax liability.

Other: Expenses directly related to the Fund or its classes are charged to the Fund or that 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. Expenses directly related to the Fund and other shared expenses pro rated to the Fund are allocated daily to each class based on its relative net assets or other appropriate methods.

2. Administration Agreement and Other Transactions with Affiliates:

The PNC Financial Services Group, Inc. (“PNC”) is the largest stockholder and an affiliate, for 1940 Act purposes of BlackRock, Inc. (“BlackRock”).



14	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012


Notes to Financial Statements (continued)		BlackRock Focus Growth Fund, Inc.

The Fund entered into an Administration Agreement with BlackRock Advisors, LLC (the “Administrator”), an indirect, wholly owned subsidiary of BlackRock, to provide administrative services (other than investment advice and related portfolio activities). For such services, the Fund pays the Administrator a monthly fee at an annual rate of 0.25% of the average daily value of the Fund’s net assets. The Fund does not pay an investment advisory fee or investment management fee. The Administrator contractually agreed to waive the administration fees of the Fund and/or 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 daily net assets of the Master LLC) by 0.20%. The Administrator has agreed not to reduce or discontinue this contractual waiver or reimbursement prior to January 1, 2013 unless approved by the Board, including a majority of the non-interested Directors.

The Administrator contractually agreed to waive or reimburse fees or expenses of the Fund and/or the Master LLC to the extent necessary in order to limit the expenses of the Fund (after accounting for the waiver described above and excluding dividend expense, interest expense, acquired fund fees and expenses and certain other Fund expenses) as a percentage of daily net assets as follows: 2.00% for Institutional Shares, 2.25% for Investor A Shares and 3.00% for Investor B and Investor C Shares. The Administrator has agreed not to reduce or discontinue this contractual waiver or reimbursement prior to January 1, 2013 unless approved by the Board, including a majority of the non-interested Directors. For the year ended August 31, 2012, the Administrator waived $521, which is shown as transfer agent fees waived and/or reimbursed — class specific in the Statement of Operations.

The Fund entered into a Distribution Agreement and Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Administrator. Pursuant to the Distribution and Service Plan and in accordance with Rule 12b-1 under the 1940 Act, the Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the shares of the Fund as follows:


	Service Fee			Distribution Fee
Investor A		0.25	%		—
Investor B		0.25	%		0.75	%
Investor C		0.25	%		0.75	%

Pursuant to sub-agreements with BRIL, broker-dealers and BRIL provide shareholder servicing and distribution services to the Fund. The ongoing service and/or distribution fee compensates BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to Investor A, Investor B and Investor C shareholders.

For the year ended August 31, 2012, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares, which totaled $3,567.

For the year ended August 31, 2012, affiliates received CDSCs as follows:


Investor A	$	11,787
Investor B	$	1,330
Investor C	$	8,306

The Administrator maintains a call center, which is responsible for providing certain shareholder services to the Fund, such as responding to shareholder inquiries and processing transactions based upon instructions from shareholders with respect to the subscription and redemption of Fund shares. For the year ended August 31, 2012, the Fund reimbursed the Administrator the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statement of Operations:


Institutional	$	231
Investor A	$	427
Investor B	$	9
Investor C	$	300

Certain officers and/or directors of the Fund are officers and/or directors of BlackRock or its affiliates. The Fund reimburses the Administrator for a portion of the compensation paid to the Fund’s Chief Compliance Officer.

3. Income Tax Information:

Reclassifications: US GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. The following permanent difference as of August 31, 2012 attributable to a net operating loss was reclassified to the following accounts:


Paid-in capital	$	(241,672	)
Accumulated net investment loss	$	241,672

The tax character of distributions paid during the fiscal years ended August 31, 2012 and August 31, 2011 was as follows:


	8/31/2012		8/31/2011
Long-term capital gains	$	475,482		—

As of August 31, 2012, the tax components of undistributed net earnings were as follows:


Net unrealized gains¹	$	12,684,080
Qualified late-year losses²		(2,191,429	)

Total	$	10,492,651

The differences between book-basis and tax-basis net unrealized gains were attributable primarily to the tax deferral of losses on wash sales.

The Fund has elected to defer certain qualified late-year losses and recognize such losses in the year ended August 31, 2013.



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	15


Notes to Financial Statements (concluded)		BlackRock Focus Growth Fund, Inc.

4. Capital Share Transactions:

Transactions in capital shares for each class were as follows:


	Year Ended August 31, 2012						Year Ended August 31, 2011
	Shares			Amount			Shares			Amount
Institutional
Shares sold		924,310		$	2,462,035			16,492,110		$	47,217,988
Shares issued in reinvestment of dividends		42,571			111,111			—			—
Shares redeemed		(7,857,105	)		(21,563,325	)		(7,279,841	)		(20,320,124	)

Net increase (decrease)		(6,890,224	)	$	(18,990,179	)		9,212,269		$	26,897,864


Investor A
Shares sold and automatic conversion of shares		2,610,319		$	6,714,138			10,189,542		$	27,837,052
Shares issued in reinvestment of dividends		72,823			182,061			—			—
Shares redeemed		(7,406,764	)		(19,092,715	)		(5,291,719	)		(13,969,217	)

Net increase (decrease)		(4,723,622	)	$	(12,196,516	)		4,897,823		$	13,867,835


Investor B
Shares sold		25,028		$	60,233			127,262		$	311,757
Shares issued in reinvestment of dividends		2,351			5,361			—			—
Shares redeemed and automatic conversion of shares		(421,696	)		(989,543	)		(461,403	)		(1,124,470	)

Net decrease		(394,317	)	$	(923,949	)		(334,141	)	$	(812,713	)


Investor C
Shares sold		1,828,818		$	4,190,580			5,956,989		$	14,764,641
Shares issued in reinvestment of dividends		55,672			125,822			—			—
Shares redeemed		(3,756,464	)		(8,746,884	)		(2,146,302	)		(5,137,079	)

Net increase (decrease)		(1,871,974	)	$	(4,430,482	)		3,810,687		$	9,627,562

Total Net Increase (Decrease)		(13,880,137	)	$	(36,541,126	)		17,586,638		$	49,580,548

5. Subsequent Events:

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.



16	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012


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, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the respective periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the

purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Focus Growth Fund, Inc. as of August 31, 2012, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for the respective periods presented, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

October 25, 2012

Important Tax Information (Unaudited)

BlackRock Focus Growth Fund, Inc. distributed long-term capital gains of $0.011482 per share to shareholders of record on December 5, 2011.



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	17


Portfolio Information		Master Focus Growth LLC

As of August 31, 2012


Ten Largest Holdings	Percent of Long-Term Investments
Apple, Inc.		11	%
Boeing Co.		8
QUALCOMM, Inc.		6
Amazon.com, Inc.		6
Danaher Corp.		5
Express Scripts Holding Co.		5
The Coca-Cola Co.		4
Microsoft Corp.		4
The Goldman Sachs Group, Inc.		4
Costco Wholesale Corp.		3


Industry Representation	Percent of Long-Term Investments
Computers & Peripherals		12	%
Software		11
Aerospace & Defense		8
Machinery		7
Hotels, Restaurants & Leisure		6
Communications Equipment		6
Internet & Catalog Retail		6
Health Care Providers & Services		5
Beverages		4
Biotechnology		4
Capital Markets		4
Internet Software & Services		4
Food & Staples Retailing		3
Chemicals		3
Pharmaceuticals		3
Automobiles		3
Health Care Technology		3
Energy Equipment & Services		2
Oil, Gas & Consumable Fuels		2
Textiles, Apparel & Luxury Goods		2
Semiconductors & Semiconductor Equipment		1
Media		1

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, and/or as defined by Master LLC management. These definitions may not apply for purposes of this report, which may combine industry sub-classifications for reporting ease.



18	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012

Schedule of Investments August 31, 2012

Master Focus Growth LLC

(Percentages shown are based on Net Assets)


Common Stocks	Shares		Value

Aerospace & Defense — 7.9%
The Boeing Co.		87,440	$	6,243,216
Automobiles — 2.7%
Tesla Motors, Inc. (a)		74,274		2,118,294
Beverages — 4.3%
The Coca-Cola Co.		90,280		3,376,472
Biotechnology — 4.1%
Alexion Pharmaceuticals, Inc. (a)		11,400		1,222,194
Gilead Sciences, Inc. (a)		34,900		2,013,381

				3,235,575
Capital Markets — 3.7%
The Goldman Sachs Group, Inc.		27,200		2,875,584
Chemicals — 3.3%
Celanese Corp., Series A		25,090		959,943
Monsanto Co.		18,740		1,632,442

				2,592,385
Communications Equipment — 5.9%
QUALCOMM, Inc.		75,240		4,624,250
Computers & Peripherals — 11.4%
Apple, Inc.		12,830		8,535,029
Fusion-io, Inc. (a)		15,700		439,914

				8,974,943
Energy Equipment & Services — 2.3%
National Oilwell Varco, Inc.		23,300		1,836,040
Food & Staples Retailing — 3.3%
Costco Wholesale Corp.		26,900		2,632,703
Health Care Providers & Services — 4.4%
Express Scripts Holding Co. (a)		55,846		3,497,076
Health Care Technology — 2.5%
Cerner Corp. (a)		27,140		1,985,020
Hotels, Restaurants & Leisure — 6.3%
Las Vegas Sands Corp.		52,030		2,205,552
McDonald’s Corp.		8,900		796,461
Starbucks Corp.		39,500		1,959,595

				4,961,608
Internet & Catalog Retail — 5.7%
Amazon.com, Inc. (a)		18,110		4,495,445
Internet Software & Services — 3.6%
Google, Inc., Class A (a)		3,570		2,445,771
Rackspace Hosting, Inc. (a)		6,678		400,547

				2,846,318
Machinery — 7.0%
Danaher Corp.		75,280		4,032,750
Terex Corp. (a)		68,150		1,504,070

				5,536,820
Media — 1.1%
Comcast Corp., Class A		26,200		878,486
Oil, Gas & Consumable Fuels — 2.0%
Anadarko Petroleum Corp.		22,380		1,550,263
Pharmaceuticals — 2.9%
Merck & Co., Inc.		53,900		2,320,395
Semiconductors & Semiconductor Equipment — 1.5%
Broadcom Corp., Class A		32,700		1,161,831


Common Stocks	Shares		Value

Software — 10.9%
Microsoft Corp.		99,650	$	3,071,213
Red Hat, Inc. (a)		34,400		1,927,776
Salesforce.com, Inc. (a)		12,860		1,867,015
VMware, Inc., Class A (a)		19,100		1,700,664

				8,566,668
Textiles, Apparel & Luxury Goods — 1.7%
Under Armour, Inc., Class A (a)		22,400		1,303,904
Total Long-Term Investments (Cost — $64,826,005) — 98.5%				77,613,296



Short-Term Securities
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.15% (b)(c)		966,566		966,566
Total Short-Term Securities (Cost — $966,566) — 1.2%				966,566
*Total Investments (Cost—$65,792,571) — 99.7%**				78,579,862
Other Assets Less Liabilities — 0.3%				234,955

Net Assets — 100.0%			$	78,814,817

As of August 31, 2012, gross unrealized appreciation and gross unrealized depreciation based on cost for federal income tax purposes were as follows:


Tax cost	$	65,895,782

Gross unrealized appreciation	$	13,947,297	��
Gross unrealized depreciation		(1,263,217	)

Net unrealized appreciation	$	12,684,080

(a)

Non-income producing security.

(b)

Investments in issuers considered to be an affiliate of the Master LLC during the year ended August 31, 2012, for purposes of Section 2(a)(3) of the 1940 Act, as amended, were as follows:


Affiliate	Shares Held at August 31, 2011		Net Activity			Shares Held at August 31, 2012		Income
BlackRock Liquidity Funds, TempFund, Institutional Class		1,517,241		(550,675	)		966,566	$	907

(c)

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 rating group indexes, and/or as defined by Master LLC management. These definitions may not apply for purposes of this report, which may combine such industry sub-classifications for reporting ease.

Fair Value Measurements — Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a disclosure hierarchy consisting of three broad levels for financial statement purposes as follows:

Level 1 — unadjusted price quotations in active markets/exchanges for identical assets and liabilities

Level 2 — other observable inputs (including, but not limited to: quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield

See Notes to Financial Statements.



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	19


Schedule of Investments (concluded)		Master Focus Growth LLC

curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs)

Level 3 — unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Master LLC’s own assumptions used in determining the fair value of investments)

Changes in valuation techniques may result in transfers into or out of an assigned level within the disclosure hierarchy. In accordance with the Master LLC’s policy, transfers between different levels of the fair value disclosure hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investment and is not necessarily an indication of the risks 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 Master LLC’s investments categorized in the disclosure hierarchy as of August 31, 2012:


	Level 1		Level 2	Level 3	Total

Assets:
Investments:
Long-Term Investments¹	$	77,613,296	—	—	$	77,613,296
Short-Term Securities		966,566	—	—		966,566

Total	$	78,579,862	—	—	$	78,579,862

See above Schedule of Investments for values in each industry.

Certain of the Master LLC’s liabilities are held at carrying amount, which approximates fair value for financial statement purposes. As of August 31, 2012, bank overdraft of $5,306 is categorized as Level 2 within the disclosure hierarchy.

There were no transfers between levels during the year ended August 31, 2012.

See Notes to Financial Statements.



20	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012


Statement of Assets and Liabilities		Master Focus Growth LLC


August 31, 2012

Assets
Investments at value — unaffiliated (cost — $ 64,826,005)	$	77,613,296
Investments at value — affiliated (cost — $ 966,566)		966,566
Investments sold receivable		323,748
Dividends receivable		84,319
Prepaid expenses		635

Total assets		78,988,564


Liabilities
Bank overdraft		5,306
Withdrawals payable to investors		92,355
Investment advisory fees payable		27,398
Other affiliates payable		572
Other accrued expenses payable		48,116

Total liabilities		173,747

Net Assets	$	78,814,817


Net Assets Consist of
Investors’ capital	$	66,027,526
Net unrealized appreciation/depreciation		12,787,291

Net Assets	$	78,814,817


Statement of Operations		Master Focus Growth LLC


Year Ended August 31, 2012

Investment Income
Dividends — unaffiliated	$	876,235
Dividends — affiliated		907

Total income		877,142


Expenses
Investment advisory		561,011
Professional		59,536
Accounting services		34,685
Custodian		23,651
Directors		17,721
Printing		5,182
Miscellaneous		6,891

Total expenses		708,677
Less fees waived by Manager		(187,560	)

Total expenses after Fees waived		521,117

Net investment income		356,025


Realized and Unrealized Gain (Loss)
Net realized gain (loss) from:
Investments		(2,475,215	)
Litigation proceeds		789,115

		(1,686,100	)

Net change in unrealized appreciation/depreciation on investments		9,764,245

Total realized and unrealized gain		8,078,145

Net Increase in Net Assets Resulting from Operations	$	8,434,170


Statements of Changes in Net Assets		Master Focus Growth LLC


	Year Ended August 31,
Increase (Decrease) in Net Assets:	2012			2011

Operations
Net investment income	$	356,025		$	440,015
Net realized gain (loss)		(1,686,100	)		9,171,466
Net change in unrealized appreciation/depreciation		9,764,245			(1,186,991	)

Net increase in net assets resulting from operations		8,434,170			8,424,490


Capital Transactions
Proceeds from contributions		13,426,986			90,131,438
Value of withdrawals		(51,554,380	)		(41,572,959	)

Net increase (decrease) in net assets derived from capital transactions		(38,127,394	)		48,558,479


Net Assets
Total increase (decrease) in net assets		(29,693,224	)		56,982,969
Beginning of year		108,508,041			51,525,072

End of year	$	78,814,817		$	108,508,041


Financial Highlights		Master Focus Growth LLC


	Year Ended August 31,												Period December 1, 2007 to August 31, 2008		Year Ended November 30, 2007
	2012			2011			2010			2009					Year Ended November 30, 2007

Total Investment Return
Total investment return		9.80	% ¹		24.90	%¹		9.45	%¹		(15.36)	%¹		(6.55)%²		26.17%


Ratios to Average Net Assets
Total expenses		0.76%			0.68%			0.86%			1.01%			0.87%⁴		0.82%

Total expenses after fees waived and paid indirectly		0.56%			0.48%			0.66%			0.81%			0.67%⁴		0.62%

Net investment income (loss)		0.38%			0.44%	³		1.12%	³		0.15%			(0.07)%⁴		(0.20)%


Supplemental Data
Net assets, end of period (000)	$	78,815		$	108,508		$	51,525		$	49,782		$	65,217	$	75,086

Portfolio turnover		78%			97%			86%			185%			105%		145%

Includes proceeds received from a settlement of litigation, which impacted the Master LLC’s total return. Not including these proceeds, the Master LLC’s total return would have been 8.66% for the year ended August 31, 2012, 23.49% for the year ended August 31, 2011, 6.90% for the year ended August 31, 2010 and (27.33)% for the year ended August 31, 2009.

Aggregate total investment return.

Includes interest on the proceeds received from a settlement of litigation, which impacted the Master LLC’s ratio of net investment income (loss) to average net assets. Not including this interest, the Master LLC’s ratio of net investment income (loss) to average net assets would have been 0.34% for the year ended August 31, 2011 and 0.29% for the year ended August 31, 2010.

⁴

Annualized.


Notes to Financial Statements		Master Focus Growth LLC

1. Organization and Significant Accounting Policies:

Master Focus Growth LLC (the “Master LLC”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and is organized as a Delaware limited liability company. The Limited Liability Company Agreement permits the Board of Directors (the “Board”) to issue non-transferable interests in the Master LLC, subject to certain limitations. The Master LLC’s financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies followed by the Master LLC:

Valuation: US GAAP defines fair value as the price the Master LLC would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Master LLC fair values its financial instruments at market value using independent dealers or pricing services under policies approved by the Board. The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to provide oversight of the pricing function for the Master LLC for all financial instruments.

Equity investments traded on a recognized securities exchange or the NASDAQ Global Market System (“NASDAQ”) 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. Investments in open-end registered investment companies are valued at NAV each business day. Short-term securities with remaining maturities of 60 days or less may be valued at amortized cost, which approximates fair value.

In the event that application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Value Assets”). When determining the price for Fair Value Assets, the Global Valuation Committee, or its delegate,

seeks to determine 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 consistent with the principles of fair value measurement which include the market approach, income approach and/or cost approach, as appropriate. A market approach generally consists of using comparable market transactions. The income approach generally is used to discount future cash flows to present value and adjusted for liquidity as appropriate. These factors include but are not limited to (i) attributes specific to the investment or asset; (ii) the principal market for the investment or asset; (iii) the customary participants in the principal market for the investment or asset; (iv) data assumptions by market participants for the investment or asset, if reasonably available; (v) quoted prices for similar investments or assets in active markets; and (vi) other factors, such as future cash flows, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates. Due to the inherent uncertainty of valuations of such investments, the fair values may differ from the values that would have been used had an active market existed. The Global Valuation Committee, or its delegate, employs various methods for calibrating valuation approaches for investments where an active market does not exist, including regular due diligence of the Master LLC’s pricing vendors, a regular review of key inputs and assumptions, transactional back-testing or disposition analysis to compare unrealized gains and losses to realized gains and losses, reviews of missing or stale prices and large movements in market values and reviews of any market related activity. The pricing of all Fair Value Assets is subsequently reported to the Board or a committee thereof on a quarterly basis.

Investment Transactions and Investment Income: For financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend dates. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Master LLC is informed of the ex-dividend date.

Income Taxes: The Master LLC is disregarded as an entity separate from its owner for tax purposes. As such, the owner of the Master LLC is treated as the owner 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 the owner of the Master LLC can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	25


Notes to Financial Statements (continued)		Master Focus Growth LLC

Recent Accounting Standard: In December 2011, the Financial Accounting Standards Board issued guidance that will expand current disclosure requirements on the offsetting of certain assets and liabilities. The new disclosures will be required for investments and derivative financial instruments subject to master netting or similar agreements, which are eligible for offset in the Statement of Assets and Liabilities and will require an entity to disclose both gross and net information about such investments and transactions in the financial statements. The guidance is effective for financial statements with fiscal years beginning on or after January 1, 2013, and interim periods within those fiscal years. Management is evaluating the impact of this guidance on the Master LLC’s financial statement disclosures.

Other: Expenses directly related to the Master LLC are charged to the Master LLC. Other operating expenses shared by several funds are pro rated among those funds on the basis of relative net assets or other appropriate methods.

The Master LLC has an arrangement with the custodian whereby fees may be reduced by credits earned on uninvested cash balances, which, if applicable, are shown as fees paid indirectly in the Statement of Operations. The custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody charges.

2. Investment Advisory Agreement and Other Transactions with Affiliates:

The PNC Financial Services Group, Inc. (“PNC”) is the largest stockholder and an affiliate, for 1940 Act purposes, of BlackRock, Inc. (“BlackRock”).

The Master LLC entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (the “Manager”), the Master LLC’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory and administration services. The Manager is responsible for the management of the Master LLC’s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Master LLC. For such services, the Master LLC pays the Manager a monthly fee at an annual rate of the Master LLC’s average daily net assets at the following annual rates:


Average Daily Net Assets	Investment Advisory Fee
First $1 billion		0.60	%
$1 - $3 billion		0.56	%
$3 - $5 billion		0.54	%
$5 - $10 billion		0.52	%
Greater than $10 billion		0.51	%

The Manager contractually agreed to waive the administration fees of BlackRock Focus Growth Fund, Inc. (“Focus Growth”) and/or 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 Focus Growth) and investment advisory fee (as a percentage of the average daily net assets of the Master LLC) by 0.20%. The Manager has agreed not to reduce or discontinue this contractual waiver or reimbursement prior to January 1, 2013 unless approved by the Board, including a majority of the non-interested Directors. For the year ended, August 31, 2012, the Master LLC waived $187,004, which is included in fees waived by Manager in the Statement of Operations.

The Manager contractually agreed to waive or reimburse fees or expenses of Focus Growth and/or the Master LLC to the extent necessary in order to limit the expenses of Focus Growth (after accounting for the waiver described above and excluding dividend expense, interest expense, acquired fund fees and expenses and certain other fund expenses) as a percentage of daily net assets of Focus Growth as follows: 2.00% for Institutional Shares, 2.25% for Investor A Shares and 3.00% for Investor B and Investor C Shares. The Manager has agreed not to reduce or discontinue this contractual waiver or reimbursement prior to January 1, 2013 unless approved by the Board, including a majority of the non-interested Directors. For the year ended August 31, 2012, the Master LLC had no fees waived or reimbursed to limit the expenses of Focus Growth.

The Manager voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Master LLC pays to the Manager indirectly through its investment in affiliated money market funds. However, the Manager does not waive its investment advisory fees by the amount of investment advisory fees paid in connection with the Master LLC’s investment in other affiliated investment companies, if any. For the year ended August 31, 2012, the Master LLC waived $556, which is included in fees waived by Manager in the Statement of Operations.

The Manager entered into a sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), an affiliate of the Manager. The Manager pays BIM for services it provides a monthly fee that is a percentage of the investment advisory fees paid by the Master LLC to the Manager.

For the year ended August 31, 2012, the Master LLC reimbursed the Manager $967 for certain accounting services, which is included in accounting services in the Statement of Operations.

Certain officers and/or directors of the Master LLC are officers and/or directors of BlackRock or its affiliates.

The Master LLC received proceeds from settlement of litigation where it was able to recover a portion of investment losses previously realized by the Master LLC. This amount is shown as litigation proceeds in the Statement of Operations.

3. Investments:

Purchases and sales of investments excluding short-term securities for the year ended August 31, 2012 were $72,396,336 and $109,423,751, respectively.



26	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012


Notes to Financial Statements (concluded)		Master Focus Growth LLC

4. Borrowings:

The Master LLC, along with certain other funds managed by the Manager and its affiliates, is a party to a $500 million credit agreement with a group of lenders. The Master LLC may borrow under the credit agreement to fund shareholder redemptions. Effective November 2010 to November 2011, the credit agreement had the following terms: a commitment fee of 0.08% per annum based on the Master LLC’s pro rata share of the unused portion of the credit agreement and interest at a rate equal to the higher of (a) the one-month London Interbank Offered Rate (“LIBOR”) plus 1.00% per annum or (b) the Fed Funds rate plus 1.00% per annum on amounts borrowed. In addition, the Master LLC paid administration and arrangement fees which were allocated to the Master LLC based on its net assets as of October 31, 2010. The credit agreement, which expired in November 2011, was renewed until November 2012. Effective November 2011 to November 2012, the credit agreement has the following terms: a commitment fee of 0.065% per annum based on the Master LLC’s pro rata share of the unused portion of the credit agreement and interest at a rate equal to the higher of (a) the one-month LIBOR plus 0.80% per annum or (b) the Fed Funds rate plus 0.80% per annum on amounts borrowed. In addition, the Master LLC paid administration and arrangement fees which were allocated to the Master LLC based on its net assets as of October 31, 2011. The Master LLC did not borrow under the credit agreement during the year ended August 31, 2012.

5. Market and Credit Risk:

In the normal course of business, the Master LLC invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer of a security to meet all its

obligations (issuer credit risk). Because the Master LLC invests in securities of a smaller number of issuers, it may be more exposed to the risks associated with and developments affecting an individual issuer than a fund that invests more widely. The value of securities held by the Master LLC may decline in response to certain events, including those directly involving the issuers whose securities are owned by the Master LLC; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and currency and interest rate and price fluctuations. Similar to issuer credit risk, the Master LLC may be exposed to counterparty credit risk, or the risk that an entity with which the Master LLC has unsettled or open transactions may fail to or be unable to perform on its commitments. The Master LLC manages counterparty credit risk by entering into transactions only with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Master LLC to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Master LLC’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is generally approximated by their value recorded in Statement of Assets and Liabilities, less any collateral held by the Master LLC.

6. Subsequent Events:

Management has evaluated the impact of all subsequent events on the Master LLC through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	27


Report of Independent Registered Public Accounting Firm		Master Focus Growth LLC

To the Investor and Board of Directors of Master Focus Growth Fund LLC:

We have audited the accompanying statement of assets and liabilities of Master Focus Growth LLC (the “Master LLC”), including the schedule of investments, as of August 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the respective periods presented. These financial statements and financial highlights are the responsibility of the Master LLC’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Master LLC is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the Master LLC’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2012, by correspondence with the custodian. 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, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the respective periods presented, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts

October 25, 2012



28	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement

The Board of Directors of the Master Focus Growth LLC (the “Master Fund”) met on April 10, 2012 and May 8-9, 2012 to consider the approval of the Master Fund’s investment advisory agreement (the “Advisory Agreement”) with BlackRock Advisors, LLC (the “Manager”), the Master Fund’s investment advisor. The Board of Directors of the Master Fund also considered the approval of the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and BlackRock Investment Management, LLC (the “Sub-Advisor”), with respect to the Master Fund. The BlackRock Focus Growth Fund, Inc. (the “Feeder Fund”) is a “feeder” fund that invests all of its investable assets in the Master Fund. Accordingly, the Board of Directors of the Feeder Fund also considered the approval of the Advisory Agreement and the Sub-Advisory Agreement with respect to the Master Fund. The Manager and the Sub-Advisor are referred to herein as “BlackRock.” The Advisory Agreement and the Sub-Advisory Agreement are referred to herein as the “Agreements.” For simplicity, the Board of Directors of the Master Fund and the Board of Directors of the Feeder Fund are referred to herein collectively as the “Board,” and the members are referred to as “Board Members.”

Activities and Composition of the Board

The Board consists of thirteen individuals, ten of whom are not “interested persons” of the Master Fund or the Feeder Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”). The Board Members are responsible for the oversight of the operations of the Master Fund or the Feeder Fund, as pertinent, and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Chairman of the Board is an Independent Board Member. The Board has established five standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the Performance Oversight Committee and the Executive Committee, each of which also has one interested Board Member).

The Agreements

Pursuant to the 1940 Act, the Board is required to consider the continuation of the Agreements on an annual basis. The Board has four quarterly meetings per year, each extending over two days, and a fifth meeting to consider specific information surrounding the consideration of renewing the Agreements. In connection with this process, the Board assessed, among other things, the nature, scope and quality of the services provided to the Master Fund and the Feeder Fund by BlackRock, its personnel and its affiliates, including investment management, administrative and shareholder services, oversight of fund

accounting and custody, marketing services, risk oversight, compliance and assistance in meeting applicable legal and regulatory requirements.

The Board, acting directly and through its committees, considers at each of its meetings, and from time to time as appropriate, factors that are relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to the Master Fund, the Feeder Fund and their shareholders. Among the matters the Board considered were: (a) investment performance for one-, three- and five-year periods, as applicable, against peer funds, and applicable benchmarks, if any, as well as senior management’s and portfolio managers’ analysis of the reasons for any over performance or underperformance against its peers and/or benchmark, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Master Fund and/or the Feeder Fund for services, such as marketing and distribution, call center and fund accounting; (c) the Master Fund’s and/or the Feeder Fund’s operating expenses and how BlackRock allocates expenses to the Master Fund and the Feeder Fund; (d) the resources devoted to, risk oversight of, and compliance reports relating to, implementation of the Master Fund’s and the Feeder Fund’s investment objective, policies and restrictions; (e) the Master Fund’s and the Feeder Fund’s compliance with its respective Code of Ethics and other 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 and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality of portfolio transactions; (j) BlackRock’s implementation of the Master Fund’s and/or the Feeder Fund’s valuation and liquidity procedures; (k) an analysis of management fees for products with similar investment objectives across the open-end fund, exchange traded fund (“ETF”), closed-end fund and institutional account product channels, as applicable; (l) BlackRock’s compensation methodology for its investment professionals and the incentives it creates; and (m) periodic updates on BlackRock’s business.

The Board has engaged in an ongoing strategic review with BlackRock of opportunities to consolidate funds and of BlackRock’s commitment to investment performance. In addition, the Board requested, to the extent reasonably possible, an analysis of the risk and return relative to selected funds in peer groups. BlackRock provides information to the Board in response to specific questions. These questions covered issues such as profitability, investment performance and management fee levels. The Board considered the importance of: (i) managing fixed income assets with a view toward preservation of capital; (ii) portfolio managers’ investments in the funds they manage; (iii) BlackRock’s controls surrounding the coding of quantitative investment models; and (iv) BlackRock’s oversight of relationships with third party service providers.



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	29


Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (continued)

Board Considerations in Approving the Agreements

The Approval Process: Prior to the April 10, 2012 meeting, the Board requested and received materials specifically relating to the Agreements. The Board is engaged in a process with its independent legal counsel and BlackRock to review periodically the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the April meeting included (a) information independently compiled and prepared by Lipper, Inc. (“Lipper”) on fees and expenses of the Master Fund and the Feeder Fund, as applicable, and the investment performance of the Feeder Fund as compared with a peer group of funds as determined by Lipper (collectively, “Peers”); (b) information on the profitability of the Agreements to BlackRock and a discussion of fall-out benefits to BlackRock and its affiliates; (c) a general analysis provided by BlackRock concerning investment management fees (a combination of the advisory fee and the administration fee, if any) charged to other clients, such as institutional clients, ETFs and closed-end funds, under similar investment mandates, as well as the performance of such other clients, as applicable; (d) the existence, impact and sharing of potential economies of scale; (e) a summary of aggregate amounts paid by the Master Fund and/or the Feeder Fund to BlackRock; (f) sales and redemption data regarding the Feeder Fund’s shares; and (g) if applicable, a comparison of management fees to similar BlackRock open-end funds, as classified by Lipper.

At an in-person meeting held on April 10, 2012, the Board reviewed materials relating to its consideration of the Agreements. As a result of the discussions that occurred during the April 10, 2012 meeting, and as a culmination of the Board’s year-long deliberative process, the Board presented BlackRock with questions and requests for additional information. BlackRock responded to these requests with additional written information in advance of the May 8-9, 2012 Board meeting.

At an in-person meeting held on May 8-9, 2012, the Board of the Master Fund, including all the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Master Fund, and the Sub-Advisory Agreement between the Manager and the Sub-Advisor with respect to the Master Fund, each for a one-year term ending June 30, 2013. The Board of the Feeder Fund, including the Independent Board Members, also considered the continuation of the Agreements and found the Agreements to be satisfactory. In approving the continuation of the Agreements, the Board considered: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Master Fund, the Feeder Fund and BlackRock; (c) the advisory fee and the cost of the services and profits to be realized by BlackRock and its affiliates from their relationship with the Master Fund and the Feeder Fund; (d) economies of scale; (e) fall-out benefits to BlackRock as a result of its relationship with the Master Fund and the Fund; and (f) other factors deemed relevant by the Board Members.

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 Feeder Fund shares and securities lending, services related to the valuation and pricing of portfolio holdings of the Master Fund, direct and indirect benefits to BlackRock and its affiliates from their relationship with the Master Fund and the Feeder Fund and advice from independent legal counsel with respect to the review process and materials submitted for the Board’s review. The Board noted the willingness of BlackRock personnel to engage in open, candid discussions with the Board. The Board did not identify any particular information as controlling, and each Board Member may have attributed different weights to the various items considered.

A. Nature, Extent and Quality of the Services Provided by BlackRock: The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services and the resulting performance of the Feeder Fund. Throughout the year, the Board compared the Feeder Fund’s performance to the performance of a comparable group of mutual funds and/or the performance of a relevant benchmark, if any. 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 Master Fund’s portfolio management team discussing the Master Fund’s performance and the Master 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 Master Fund’s portfolio management team, investments by portfolio managers in the funds they manage, BlackRock’s portfolio trading capabilities, BlackRock’s use of technology, BlackRock’s commitment to compliance, BlackRock’s credit analysis capabilities, BlackRock’s risk analysis and oversight capabilities and BlackRock’s approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board engaged in a review of BlackRock’s compensation structure with respect to the Master Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.

In addition to advisory services, the Board considered the quality of the administrative and non-investment advisory services provided to the Master Fund and the Feeder Fund. BlackRock and its affiliates provide the Master Fund and the Feeder Fund with certain administrative, shareholder and other services (in addition to any such services provided to the Master Fund and the Feeder Fund by third parties) and officers and other personnel as are necessary for the operations of the Master Fund and the Feeder Fund. In particular, BlackRock and its affiliates provide the Master Fund and the Feeder Fund with the following administrative services including, among others: (i) preparing



30	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012

Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (continued)

disclosure documents, such as the prospectus, the statement of additional information and periodic 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 operation of the Master Fund and the Feeder Fund, such as tax reporting, fulfilling regulatory filing requirements and call center services. The Board reviewed the structure and duties of BlackRock’s fund administration, accounting, legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.

B. The Investment Performance of the Master Fund, the Feeder Fund and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of the Master Fund and the Feeder Fund, as applicable. The Board noted that the Master Fund’s investment results correspond directly to the investment results of the Feeder Fund. In preparation for the April 10, 2012 meeting, the Board worked with its independent legal counsel, BlackRock and Lipper to develop a template for, and was provided with, reports independently prepared by Lipper, which included a comprehensive analysis of the Feeder Fund’s performance. The Board also reviewed a narrative and statistical analysis of the Lipper data that was prepared by BlackRock, which analyzed various factors that affect Lipper’s rankings. In connection with its review, the Board received and reviewed information regarding the investment performance of the Feeder Fund as compared to funds in the Feeder Fund’s applicable Lipper category. The Board was provided with a description of the methodology used by Lipper to select peer funds and periodically meets with Lipper representatives to review their methodology. The Board and the Board’s Performance Oversight Committee regularly review, and meet with Master Fund and Feeder Fund management to discuss, the performance of the Master Fund and the Feeder Fund, as applicable, throughout the year.

The Board noted that the Feeder Fund ranked in the fourth, third and first quartiles against its Lipper Performance Universe for the one-, three- and five-year periods reported, respectively. The Board and BlackRock reviewed and discussed the reasons for the Feeder Fund’s underperformance during the one-year and three-year periods compared with its Peers. The Board was informed that, among other things, the portfolio’s aggressive positioning generated relative underperformance as investors sold more volatile high growth holdings in favor of more defensive dividend yielding companies. The increased importance of macroeconomic developments overshadowed company results during 2011, making it a challenging backdrop for the bottom-up stock pickers.

The Board and BlackRock discussed BlackRock’s strategy for improving the Master/Feeder Fund’s performance and BlackRock’s commitment to

providing the resources necessary to assist the Master Fund’s portfolio managers and to improve the Master/Feeder Fund’s performance.

C. Consideration of the Advisory/Management Fees and the Cost of the Services and Profits to be Realized by BlackRock and its Affiliates from their Relationship with the Master Fund and the Feeder Fund: The Board, including the Independent Board Members, reviewed the Master Fund’s/Feeder Fund’s contractual management fee rate compared with the other funds in the Feeder Fund’s Lipper category. It also compared the Feeder Fund’s total expense ratio, as well as the Master Fund’s/Feeder Fund’s actual management fee rate, to those of other funds in the Feeder Fund’s Lipper category. The Board considered the services provided and the fees charged by BlackRock to other types of clients with similar investment mandates, including separately managed institutional accounts.

The Board received and reviewed statements relating to BlackRock’s financial condition and profitability with respect to the services it provided the Master Fund and the Feeder Fund. The Board was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Master Fund and the Feeder Fund. The Board reviewed BlackRock’s profitability with respect to the Master Fund and the Feeder Fund, as applicable, and other funds the Board currently oversees for the year ended December 31, 2011 compared to available aggregate profitability data provided for the years ended December 31, 2010 and December 31, 2009. The Board reviewed BlackRock’s profitability with respect to other fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, expense allocations and business mix, and the difficulty of comparing profitability as a result of those factors.

The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board considered BlackRock’s operating margin, in general, compared to the operating margin for leading investment management firms whose operations include advising open-end funds, among other product types. In addition, the Board considered, among other things, certain third party data comparing BlackRock’s operating margin with that of other publicly-traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRock’s expense management, and the relative product mix.

In addition, the Board considered the cost of the services provided to the Master Fund and the Feeder Fund by BlackRock, and BlackRock’s



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	31


Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (concluded)

and its affiliates’ profits relating to the management and distribution of the Master Fund and the Feeder 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 management of the Master Fund and the Feeder Fund. The Board also considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements and to continue to provide the high quality of services that is expected by the Board.

The Board noted that the Master Fund’s/Feeder Fund’s contractual management fee ratio (a combination of the advisory fee and the administration fee, if any) was lower than or equal to the median contractual management fee ratio paid by the Feeder Fund’s Peers, in each case before taking into account any expense reimbursements or fee waivers. The Board also noted that the Master Fund has an advisory fee arrangement that includes breakpoints that adjust the fee ratio downward as the size of the Master Fund increases above certain contractually specified levels. The Board further noted that BlackRock has contractually agreed to waive fees or reimburse expenses in order to limit, to a specified amount, the Feeder Fund’s total net expenses on a class-by-class basis, as applicable. Additionally, the Board noted that BlackRock has contractually agreed to waive management fees for the Feeder Fund/Master Fund.

D. Economies of Scale: The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Master Fund and the Feeder Fund increase, as well as the existence of expense caps. The Board also considered the extent to which the Master Fund and the Feeder Fund benefit from such economies and whether there should be changes in the advisory fee rate or structure in order to enable the Master Fund and the Feeder Fund to participate in these economies of scale, for example through the use of revised breakpoints in the advisory fee based upon the asset level of the Master Fund. In its

consideration, the Board Members took into account the existence of expense caps and further considered the continuation and/or implementation, as applicable, of such caps.

E. Other Factors Deemed Relevant by the Board Members: The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from their respective relationships with the Master Fund and the Feeder Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Master Fund and the Feeder Fund, including for administrative, distribution, securities lending and

cash management services. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that BlackRock may use and benefit from third party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts. The Board further noted that it had considered the investment by BlackRock’s funds in ETFs without any offset against the management fees payable by the funds to BlackRock.

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.

The Board noted the competitive nature of the open-end fund marketplace, and that shareholders are able to redeem their Feeder Fund shares if they believe that the Feeder Fund’s and/or the Master Fund’s fees and expenses are too high or if they are dissatisfied with the performance of the Feeder Fund.

Conclusion

The Board of the Master Fund, including all the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Master Fund for a one-year term ending June 30, 2013, and the Sub-Advisory Agreement between the Manager and the Sub-Advisor with respect to the Master Fund for a one-year term ending June 30, 2013. Based upon its evaluation of all of the aforementioned factors in their totality, the Board of the Master Fund, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Master Fund and its shareholders. The Board of the Feeder Fund, including the Independent Board Members, also considered the continuation of the Agreements with respect to the Master Fund and found the Agreements to be satisfactory. In arriving at its decision to approve the Agreements, the Board of the Master Fund did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of independent legal counsel in making this determination. The contractual fee arrangements for the Master Fund reflect the results of several years of review by the Board Members and predecessor Board Members, and discussions between such Board Members (and predecessor Board Members) and BlackRock. As a result, the Board Members’ conclusions may be based in part on their consideration of these arrangements in prior years.



32	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012

Officers and Directors


Name, Address and Year of Birth	Position(s) Held with Fund/Master LLC	Length of Time Served as a Director²	Principal Occupation(s) During Past Five Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Independent Directors¹
Robert M. Hernandez 55 East 52nd Street New York, NY 10055 1944	Chairman of the Board and Director	Since 2007	Director, Vice Chairman and Chief Financial Officer of USX Corporation (energy and steel business) from 1991 to 2001; Director, TE Connectivity (electronics) from 2006 to 2012.	29 RICs consisting of 82 Portfolios	ACE Limited (insurance company); Eastman Chemical Company (chemicals); RTI International Metals, Inc. (metals)
Fred G. Weiss 55 East 52nd Street New York, NY 10055 1941	Vice Chairman of the Board and Director	Since 2007	Managing Director, FGW Associates (consulting and investment company) since 1997; Director and Treasurer, Michael J. Fox Foundation for Parkinson’s Research since 2000; Director, BTG International Plc (medical technology commercialization company) from 2001 to 2007.	29 RICs consisting of 82 Portfolios	Watson Pharmaceuticals, Inc.
James H. Bodurtha 55 East 52nd Street New York, NY 10055 1944	Director	Since 2000	Director, The China Business Group, Inc. (consulting firm) since 1996 and Executive Vice President thereof from 1996 to 2003; Chairman of the Board, Berkshire Holding Corporation since 1980.	29 RICs consisting of 82 Portfolios	None
Bruce R. Bond 55 East 52nd Street New York, NY 10055 1946	Director	Since 2007	Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007.	29 RICs consisting of 82 Portfolios	None
Donald W. Burton 55 East 52nd Street New York, NY 10055 1944	Director	Since 2002	Managing General Partner, The Burton Partnership, LP (an investment partnership) since 1979; Managing General Partner, The South Atlantic Venture Funds since 1983; Director, Lifestyle Family Fitness (fitness industry) since 2006; Director, IDology, Inc. (technology solutions) since 2006; Member of the Investment Advisory Council of the Florida State Board of Administration from 2001 to 2007.	29 RICs consisting of 82 Portfolios	Knology, Inc. (tele- communications); Capital Southwest (financial)
Honorable Stuart E. Eizenstat 55 East 52nd Street New York, NY 10055 1943	Director	Since 2007	Partner and Head of International Practice, Covington and Burling LLP (law firm) since 2001; International Advisory Board Member, The Coca-Cola Company from 2002 to 2011; Advisory Board Member, Veracity Worldwide, LLC (risk management) since 2007; Member of the International Advisory Board GML (energy) since 2003; Advisory Board Member, BT Americas (telecommunications) from 2004 to 2010.	29 RICs consisting of 82 Portfolios	Alcatel-Lucent (tele-communications); Global Specialty Metallurgical (metallurgical industry); UPS Corporation (delivery service)
Kenneth A. Froot 55 East 52nd Street New York, NY 10055 1957	Director	Since 2005	Professor, Harvard University since 1992.	29 RICs consisting of 82 Portfolios	None
John F. O’Brien 55 East 52nd Street New York, NY 10055 1943	Director	Since 2007	Chairman and Director, Woods Hole Oceanographic Institute since 2009 and Trustee thereof from 2003 to 2009; Director, Ameresco, Inc. (energy solutions company) from 2006 to 2007.	29 RICs consisting of 82 Portfolios	Cabot Corporation (chemicals); LKQ Corporation (auto parts manufacturing); TJX Companies, Inc. (retailer)
Roberta Cooper Ramo 55 East 52nd Street New York, NY 10055 1942	Director	Since 2000	Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, P.A. (law firm) since 1993; Chairman of the Board, Cooper’s Inc., (retail) since 2000; Director, ECMC Group (service provider to students, schools and lenders) since 2001; President, The American Law Institute (non-profit) since 2008; President, American Bar Association from 1995 to 1996.	29 RICs consisting of 82 Portfolios	None



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	33


Officers and Directors (continued)


Name, Address and Year of Birth	Position(s) Held with Fund/Master LLC	Length of Time Served as a Director²	Principal Occupation(s) During Past Five Years	Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen	Public Directorships
Independent Directors ¹(concluded)
David H. Walsh 55 East 52nd Street New York, NY 10055 1941	Director	Since 2007	Director, National Museum of Wildlife Art since 2007; Trustee, University of Wyoming Foundation since 2008; Director, Ruckelshaus Institute and Haub School of Natural Resources at the University of Wyoming from 2006 to 2008; Director, The American Museum of Fly Fishing since 1997; Director, The National Audubon Society from 1998 to 2005.	29 RICs consisting of 82 Portfolios	None
	¹ Each Director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided by the Fund’s/Master LLC’s by-laws or charter or statute. In no event may a Director hold office beyond December 31 of the year in which he or she turns 74.
	² Date shown is the earliest date a person has served for the Fund/Master LLC covered by this annual report. 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/Master LLC’s board in 2007, each Director first became a member of the board of other legacy MLIM or legacy BlackRock Funds as follows: James H. Bodurtha, 1995; Bruce R. Bond, 2005; Donald W. Burton, 2002; Honorable Stuart E. Eizenstat, 2001; Kenneth A. Froot, 2005; Robert M. Hernandez, 1996; John F. O’Brien, 2004; Roberta Cooper Ramo, 2000; David H. Walsh, 2003; and Fred G. Weiss, 1998.
Interested Directors³
Paul L. Audet 55 East 52nd Street New York, NY 10055 1953	Director	Since 2011	Senior Managing Director of BlackRock and Head of U.S. Mutual Funds since 2011; Chair of the U.S. Mutual Funds Committee reporting to the Global Executive Committee since 2011; Head of BlackRock’s Real Estate business from 2008 to 2011; Member of BlackRock’s Global Operating and Corporate Risk Management Committees and of the BlackRock Alternative Investors Executive Committee and Investment Committee for the Private Equity Fund of Funds business since 2008; Head of BlackRock’s Global Cash Management business from 2005 to 2010; Acting Chief Financial Officer of BlackRock from 2007 to 2008; Chief Financial Officer of BlackRock from 1998 to 2005.	160 RICs consisting of 278 Portfolios	None
Laurence D. Fink 55 East 52nd Street New York, NY 10055 1952	Director	Since 2007	Chairman and Chief Executive Officer of BlackRock since its formation in 1998 and of BlackRock’s predecessor entities since 1988 and Chairman of the Executive and Management Committees; 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.	29 RICs consisting of 82 Portfolios	BlackRock
Henry Gabbay 55 East 52nd Street New York, NY 10055 1947	Director	Since 2007	Consultant, BlackRock from 2007 to 2008; Managing Director, BlackRock from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President 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.	160 RICs consisting of 278 Portfolios	None
	³ Messrs. Audet and Fink are both “interested persons,” as defined in the 1940 Act, of the Fund/Master LLC based on their positions with BlackRock and its affiliates. Mr. Gabbay is an “interested person” of the Fund/Master LLC based on his former positions with BlackRock and its affiliates as well as his ownership of BlackRock and The PNC Financial Services Group, Inc. securities. Mr. Audet and Mr. Gabbay are also Directors of the BlackRock registered closed-end funds and Directors of other BlackRock registered open-end funds. 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.	AUGUST 31, 2012

Officers and Directors (concluded)


Name, Address and Year of Birth	Position(s) Held with Fund/Master LLC	Length of Time Served	Principal Occupation(s) During Past Five Years
Officers¹
John M. Perlowski 55 East 52nd Street New York, NY 10055 1964	President and Chief Executive Officer	Since 2010	Managing Director of BlackRock since 2009; Global Head of BlackRock Fund Administration since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009.
Brendan Kyne 55 East 52nd Street New York, NY 10055 1977	Vice President	Since 2009	Managing Director of BlackRock since 2010; Director of BlackRock from 2008 to 2009; Head of Product Development and Management for BlackRock’s U.S. Retail Group since 2009 and Co-head thereof from 2007 to 2009; Vice President of BlackRock from 2005 to 2008.
Neal Andrews 55 East 52nd Street New York, NY 10055 1966	Chief Financial Officer	Since 2007	Managing Director of BlackRock since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006.
Jay Fife 55 East 52nd Street New York, NY 10055 1970	Treasurer	Since 2007	Managing Director of BlackRock since 2007; Director of BlackRock in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006.
Brian Kindelan 55 East 52nd Street New York, NY 10055 1959	Chief Compliance Officer and Anti-Money Laundering Officer	Since 2007	Chief Compliance Officer of the BlackRock-advised funds since 2007; Managing Director and Senior Counsel of BlackRock since 2005.
Benjamin Archibald 55 East 52nd Street New York, NY 10055 1975	Secretary	Since 2012	Director of BlackRock since 2010; Assistant Secretary to the Funds from 2010 to 2012; General Counsel and Chief Operating Officer of Uhuru Capital Management from 2009 to 2010; Executive Director and Counsel of Goldman Sachs Asset Management from 2005 to 2009.
	¹ Officers of the Fund/Master LLC serve at the pleasure of the Board.
	Further information about the Officers and Directors is available in the Fund’s/Master LLC’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762.

Investment Advisor

BlackRock Advisors, LLC Wilmington, DE 19809

Custodian

The Bank of New York Mellon

New York, NY 10286

Accounting Agent

State Street Bank

and Trust Company

Boston, MA 02110

Legal Counsel

Willkie Farr & Gallagher LLP

New York, NY 10019

Address of the Fund

100 Bellevue Parkway Wilmington, DE 19809

Sub-Advisor

BlackRock Investment Management, LLC Princeton, NJ 08540

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Wilmington, DE 19809

Distributor

BlackRock Investments, LLC New York, NY 10022

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Boston, MA 02116

Effective May 8, 2012, Ira P. Shapiro resigned as Secretary of the

Fund/Master LLC and Benjamin Archibald became Secretary of
the Fund/Master LLC.



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	35

Additional Information


General Information

Electronic Delivery

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)	Select “eDelivery” under the “More Information” section

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 is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Fund at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Fund/Master LLC file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s/Master LLC’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on how to access documents on the SEC’s website without charge may be obtained by calling (800) SEC-0330. The Fund’s/Master LLC’s Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund/Master LLC use to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling (800) 441-7762; (2) at http://www.blackrock.com; and (3) on the SEC’s website at http://www.sec.gov.

Availability of Proxy Voting Record

Information about how the Fund/Master LLC voted proxies relating to securities held in the Fund’s/Master LLC’s portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at http://www.blackrock.com or by calling (800) 441-7762 and (2) on the SEC’s website at http://www.sec.gov.


Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM EST on any business day to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at http://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 balance 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.



36	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012


Additional Information (concluded)


BlackRock Privacy Principles

BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.

BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.

BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.

We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.



BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012	37


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 ACWI ex-US Index Fund

BlackRock All-Cap Energy & Resources Portfolio

BlackRock Balanced Capital Fund†

BlackRock Basic Value Fund

BlackRock Capital Appreciation Fund

BlackRock China Fund

BlackRock Commodity Strategies Fund

BlackRock Emerging Markets Fund

BlackRock Emerging Markets Long/Short Equity Fund

BlackRock Energy & Resources Portfolio

BlackRock Equity Dividend Fund

BlackRock EuroFund

BlackRock Flexible Equity Fund

BlackRock Focus Growth Fund

BlackRock Global Allocation Fund†

BlackRock Global Dividend Income Portfolio

BlackRock Global Opportunities Portfolio

BlackRock Global SmallCap Fund

BlackRock Health Sciences Opportunities Portfolio

BlackRock Index Equity Portfolio

BlackRock India Fund

BlackRock International Fund

BlackRock International Index Fund

BlackRock International Opportunities Portfolio

BlackRock Large Cap Core Fund

BlackRock Large Cap Core Plus Fund

BlackRock Large Cap Growth Fund

BlackRock Large Cap Value Fund

BlackRock Latin America Fund

BlackRock Long-Horizon Equity Fund

BlackRock Managed Volatility Portfolio†

BlackRock Mid-Cap Growth Equity Portfolio

BlackRock Mid Cap Value Opportunities Fund

BlackRock Natural Resources Trust

BlackRock Pacific Fund

BlackRock Real Estate Securities Fund

BlackRock Russell 1000 Index Fund

BlackRock Science & Technology Opportunities Portfolio

BlackRock Small Cap Growth Equity Portfolio

BlackRock Small Cap Growth Fund II

BlackRock Small Cap Index Fund

BlackRock S&P 500 Index Fund

BlackRock S&P 500 Stock Fund

BlackRock U.S. Opportunities Portfolio

BlackRock Value Opportunities Fund

BlackRock World Gold Fund


Taxable Fixed Income Funds

BlackRock Bond Index Fund

BlackRock Core Bond Portfolio

BlackRock CoreAlpha Bond Fund

BlackRock Emerging Market Local Debt Portfolio

BlackRock Floating Rate Income Portfolio

BlackRock Global Long/Short Credit Fund

BlackRock GNMA Portfolio

BlackRock High Yield Bond Portfolio

BlackRock Inflation Protected Bond Portfolio

BlackRock International Bond Portfolio

BlackRock Long Duration Bond Portfolio

BlackRock Low Duration Bond Portfolio

BlackRock Multi-Asset Income Portfolio†

BlackRock Secured Credit Portfolio

BlackRock Strategic Income Opportunities Portfolio

BlackRock Total Return Fund

BlackRock US Government Bond Portfolio

BlackRock US Mortgage Portfolio

BlackRock World Income Fund


Municipal Fixed Income Funds

BlackRock California Municipal Bond Fund

BlackRock High Yield Municipal Fund

BlackRock Intermediate Municipal Fund

BlackRock National Municipal Fund

BlackRock New Jersey Municipal Bond Fund

BlackRock New York Municipal Bond Fund

BlackRock Pennsylvania Municipal Bond Fund

BlackRock Short-Term Municipal Fund


Target Risk & Target Date Funds†


BlackRock Prepared Portfolios	BlackRock Lifecycle Prepared Portfolios			LifePath Portfolios			LifePath Index Portfolios
Conservative Prepared Portfolio		2015	2035		Retirement	2040		Retirement	2040
Moderate Prepared Portfolio		2020	2040		2020	2045		2020	2045
Growth Prepared Portfolio		2025	2045		2025	2050		2025	2050
Aggressive Growth Prepared Portfolio		2030	2050		2030	2055		2030	2055
					2035			2035

†

Mixed asset fund.

BlackRock mutual funds are currently distributed by BlackRock Investments, LLC. 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) 441-7762 or from your financial advisor. The prospectus should be read carefully before investing.



38	BLACKROCK FOCUS GROWTH FUND, INC.	AUGUST 31, 2012

This report is not authorized for use as an offer of sale or a solicitation 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 representation of future performance. Investment returns 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.

LOGO


#FG-8/12-AR

Item 2 – Code of Ethics – Each registrant (or “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrants’ principal executive officer, principal financial officer, principal accounting officer or controller, 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 registrants’ boards of directors (the “board of directors”), has determined that (i) each registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent:

Robert M. Hernandez

Fred G. Weiss

Stuart E. Eizenstat

Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.

Item 4 – Principal Accountant Fees and Services

The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Funds:


	(a) Audit Fees		(b) Audit-Related Fees¹		(c) Tax Fees²		(d) All Other Fees³
Entity Name	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End	Current Fiscal Year End	Previous Fiscal Year End
BlackRock Focus Growth Fund, Inc.	$7,100	$7,000	$0	$0	$9,000	$9,000	$0	$0
Master Focus Growth LLC	$24,800	$24,400	$0	$0	$0	$0	$0	$0

The following table presents fees billed by D&T that were required to be approved by the registrants’ audit committees (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (“Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Fund Service Providers”):


	Current Fiscal Year End	Previous Fiscal Year End
(b) Audit-Related Fees¹	$0	$0
(c) Tax Fees²	$0	$0
(d) All Other Fees³	$2,970,000	$3,030,000

¹ The nature of the services includes 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 includes tax compliance, tax advice and tax planning.

³ Aggregate fees borne by BlackRock in connection with the review of compliance procedures and attestation thereto performed by D&T with respect to all of the registered closed-end funds and some of the registered open-end funds advised by BlackRock.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:

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 registrants on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrants and those non-audit services provided to the Investment Adviser and Fund Service Providers that relate directly to the operations and the financial reporting of the registrants. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrants which have a direct impact on the operations or financial reporting of the registrants will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrants or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.

Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.

(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable

(g) The aggregate non-audit fees paid to the accountant for services rendered by the accountant to the registrants, the Investment Adviser and the Fund Service Providers were:


Entity Name	Current Fiscal Year End	Previous Fiscal Year End
BlackRock Focus Growth Fund, Inc.	$9,000	$9,000
Master Focus Growth LLC	$0	$0

Additionally, SSAE 16 Review (Formerly, SAS No. 70) fees for the current and previous fiscal years of $2,970,000 and $3,030,000, respectively, were billed by D&T to the Investment Adviser.

(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Fund Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5 – Audit Committee of Listed Registrants – Not Applicable

Item 6 – Investments

(a) The registrants’ Schedules of Investments are included as part of the Report to Stockholders filed under Item 1 of this Form.

(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 – There have been no material changes to these procedures.

Item 11 – Controls and Procedures

(a) –

The registrants’ principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants’ disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) –

There were no changes in the registrants’ internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrants’ internal control over financial reporting.

Item 12 – Exhibits attached hereto

(a)(1) – Code of Ethics – See Item 2

(a)(2) – Certifications – Attached hereto

(a)(3) – Not Applicable

(b) –

Certifications – Attached hereto

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC


By:		/s/ John M. Perlowski
		John M. Perlowski
		Chief Executive Officer (principal executive officer) of
		BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC

Date:		November 5, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of each registrant and in the capacities and on the dates indicated.


By:		/s/ John M. Perlowski
		John M. Perlowski
		Chief Executive Officer (principal executive officer) of
		BlackRock Focus Growth Fund, Inc. and Master Focus Growth LLC

Date:		November 5, 2012


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:		November 5, 2012

See Notes to Financial Statements.

BLACKROCK FOCUS GROWTH FUND, INC.

AUGUST 31, 2012