might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the investment advisor and/or sub-advisor deems relevant. The pricing of all Fair Value Assets is subsequently reported to the Board or a committee thereof.
Notes to Financial Statements (continued)
months ended December 31, 2008, Focus Value received only cash collateral for any securities loaned.
Income Taxes: It is the Funds’ policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of their taxable income to their shareholders. Therefore, no federal income tax provision is required. Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
The Funds file US federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on Basic Value Principal Protected’s US federal tax returns remains open for the years ended June 30, 2005 through June 30, 2007. The statute of limitations on Focus Value’s US federal tax returns remain open for the years ended July 31, 2005 through July 31, 2007. The statutes of limitations on a Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
Recent Accounting Pronouncement: In March 2008, Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“FAS 161”), was issued. FAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The impact on the Funds’ financial statement disclosures, if any, is currently being assessed.
Other: Expenses directly related to the Funds or their classes are charged to that Fund or class. Other operating expenses shared by several funds are pro-rated among those funds on the basis of relative net assets or other appropriate methods. Other expenses of the Funds are allocated daily to each class based on its relative net assets.
2. Investment Advisory Agreement and Other Transactions with Affiliates:
The Funds have entered into an Investment Advisory Agreement with BlackRock Advisors LLC (the “Advisor”), an indirect, wholly owned subsidiary of BlackRock, Inc., to provide investment advisory and administration services. Merrill Lynch & Co., Inc. (“Merrill Lynch”) and The PNC Financial Services Group, Inc. (“PNC”) are the largest stockholders of BlackRock, Inc. As of December 31, 2008, Merrill Lynch and PNC are affiliates of BlackRock, Inc.
The Advisor is responsible for the management of each Fund’s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operations of the Funds. For such services, Basic Value Principal Protected and Focus Value pay a monthly fee at an annual rate of 0.65% and 1.00%, respectively, of the average daily value of the Fund’s net assets.
The Advisor has entered into a separate sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), an affiliate of the Advisor, under which the Advisor pays BIM for services it provides, a monthly fee that is a percentage of the investment advisory fee paid by each Fund to the Advisor.
The Advisor has entered into a contractual arrangement with Basic Value Principal Protected under which the expenses incurred by each class of shares of the fund (excluding distribution and/or service fees) will not exceed 1.99%. This arrangement has a one-year term and is renewable.
The Advisor has contractually agreed to waive 0.25% of the average daily value of Focus Value’s net assets. This contractual waiver agreement has a one-year term and is automatically renewable year to year unless terminated by the Advisor. The waiver is shown as fees waived by advisor on the Statements of Operations.
For the six months ended December 31, 2008, the Funds reimbursed the Advisor for certain accounting services, which are included in accounting services in the Statements of Operations. The reimbursements were as follows:
| | | | |
|
|
|
|
|
| | Reimbursement to Advisor |
|
|
|
|
|
Basic Value Principal Protected | | $ | 859 | |
Focus Value | | $ | 2,105 | |
|
|
|
|
|
Effective October 1, 2008, each Fund has entered into a Distribution Agreement and Distribution Plan with BlackRock Investments, Inc. (“BII”), which replaced FAM Distributors, Inc. (“FAMD”) and BlackRock Distributors, Inc. and its affiliates (“BDI”) (collectively, the “Distributor”) as the sole distributor of the Funds. FAMD is a wholly owned subsidiary of Merrill Lynch Group, Inc. BII and BDI are affiliates of BlackRock, Inc. The service and distribution fees did not change as a result of this transaction.
Pursuant to the Distribution Plans adopted by the Funds in accordance with Rule 12b-1 under the 1940 Act, the Funds pay the Distributor 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 as follows:
| | | | | | | | | | | | | |
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|
| | Service Fee | | Distribution Fee | |
|
|
|
|
|
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|
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|
|
| | Basic Value Principal Protected | | Focus Value | | Basic Value Principal Protected | | Focus Value | |
|
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|
|
|
|
|
|
|
|
|
|
|
|
Investor A | | | 0.25% | | | 0.25% | | | — | | | — | |
Investor B | | | 0.25% | | | 0.25% | | | 0.75% | | | 0.75% | |
Investor C | | | 0.25% | | | 0.25% | | | 0.75% | | | 0.75% | |
Class R | | | N/A | | | 0.25% | | | N/A | | | 0.25% | |
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| | |
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30 | SEMI-ANNUAL REPORT | DECEMBER 31, 2008 |
Notes to Financial Statements (continued)
Pursuant to sub-agreements with the Distributor, broker-dealers, including Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a wholly owned subsidiary of Merrill Lynch, and the Distributor provide shareholder servicing and distribution services to the Funds. The ongoing service and/or distribution fee compensates the Distributor and each broker-dealer for providing shareholder servicing and/or distribution-related services to Investor A, Investor B, Investor C and Class R shareholders.
For the six months ended December 31, 2008, the Distributor earned underwriting discounts and direct commissions and its affiliates earned dealer concessions on sales of the Funds’ Investor A Shares, and affiliates received contingent deferred sales charges relating to transactions in the Funds’ Investor B and Investor C Shares as follows:
| | | | | | | |
|
|
|
|
|
|
| | Basic Value Principal Protected | | Focus Value | |
|
|
|
|
|
|
|
|
Investor A | | | — | | $ | 1,365 | |
Investor B | | $ | 30,339 | | $ | 1,385 | |
Investor C | | $ | 261 | | $ | 525 | |
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Pursuant to written agreements, certain affiliates provide the Funds with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to sub-accounts they service. For these services, these affiliates receive an annual fee per shareholder account which will vary depending on share class. For the six months ended December 31, 2008, the Funds paid the following amounts in return for these services, which are included in transfer agent fees in the accompanying Statements of Operations:
| | | | |
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|
|
| | Shareholder Account Fees | |
|
|
|
|
|
Basic Value Principal Protected | | $ | 47,329 | |
Focus Value | | $ | 146,691 | |
|
|
|
|
|
PNC Global Investment Servicing (US) Inc., formerly PFPC Inc., an indirect, wholly owned subsidiary of PNC and an affiliate of the Advisor, serves as the Funds’ transfer agent and dividend disbursing agent. Each class of the Funds bear the costs of transfer agent fees associated with such respective classes. Transfer agency fees borne by each class of the Funds are comprised of those fees charged for all shareholder communications including mailing of shareholder reports, dividend and distribution notices, and proxy materials for shareholder meetings, as well as per account and per transaction fees related to servicing and maintenance of shareholder accounts, including the issuing, redeeming and transferring of shares of each class of the Funds, 12b-1 fee calculation, check writing, anti-money laundering services, and customer identification services.
The Funds may earn income on positive cash balances in demand deposit accounts that are maintained by the transfer agent on behalf of the Funds. For the six months ended December 31, 2008, the Funds earned the following amounts, which are included in income — affiliated in the Statements of Operations.
| | | | |
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|
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|
Basic Value Principal Protected | | $ | 29 | |
Focus Value | | $ | 474 | |
|
|
|
|
|
Pursuant to terms of the custody agreement, custodian fees may be reduced by amounts calculated on uninvested cash balances (“custody credits”), which are on the Statements of Operations as fees paid indirectly.
The Advisor maintains a call center, which is responsible for providing certain shareholder services to the Funds, such as responding to shareholder inquiries and processing transactions based upon instructions from shareholders with respect to the subscription and redemption of each Fund’s shares. During the six months ended December 31, 2008, the following amounts have been accrued by the Funds to reimburse the Advisor for costs incurred running the call center, which are a component of the transfer agent fees in the accompanying Statements of Operations.
| | | | | | | |
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|
|
|
| | Call Center Fees | |
|
|
|
|
| | Basic Value Principal Protected | | Focus Value | |
|
|
|
|
|
|
Institutional | | $ | 57 | | $ | 1,416 | |
Investor A | | $ | 126 | | $ | 1,290 | |
Investor B | | $ | 558 | | $ | 210 | |
Investor C | | $ | 378 | | $ | 252 | |
Class R | | | — | | $ | 12 | |
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Focus Value has received an exemptive order from the SEC permitting it to lend portfolio securities to MLPF&S, a wholly owned subsidiary of Merrill Lynch, or its affiliates. Pursuant to that order, the Fund has retained BIM as the securities lending agent for a fee based on a share of the returns on investment of cash collateral. BIM may, on behalf of the Fund, invest cash collateral received by the Fund for such loans, among other things, in a private investment company managed by the Advisor or in registered money market funds advised by the Advisor or its affiliates. The share of income earned by the Fund on such investments is shown as securities lending — affiliated on the Statements of Operations. For the six months ended December 31, 2008, BIM received $11,544 in securities lending agent fees.
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|
SEMI-ANNUAL REPORT | DECEMBER 31, 2008 | 31 |
Notes to Financial Statements (continued)
In addition, MLPF&S and Piper Jaffray & Co. (considered an affiliate of the Advisor for a portion of the period) received commissions on the execution of portfolio security transactions for the Funds for the six months ended December 31, 2008 as follows:
| | | | | | | |
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|
| | MLPF&S | | Piper Jaffray & Co. | |
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|
Basic Value Principal Protected | | $ | 20,022 | | | — | |
Focus Value | | $ | 57,468 | | $ | 291 | |
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|
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|
|
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|
|
During the six months ended December 31, 2008, Focus Value received litigation proceeds of $164,095 from an affiliate, which are included in net realized loss on the Statement of Operations.
Certain officers and/or directors of the Funds are officers and/or directors of BlackRock, Inc. or its affiliates. The Funds reimburse the Advisor for compensation paid to the Funds’ Chief Compliance Officer.
3. Investments:
Purchases and sales of investments, excluding short-term securities and US government securities, for the six months ended December 31, 2008 were as follows:
| | | | | | | |
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|
|
| | Purchases | | Sales | |
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|
|
|
|
|
Basic Value Principal Protected | | $ | 15,712,214 | | $ | 74,795,564 | |
Focus Value | | $ | 119,116,510 | | $ | 131,084,465 | |
|
|
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|
|
|
|
|
Basic Value Principal Protected
Purchases and sales of US government securities for the six months ended December 31, 2008 were $56,743,455 and $11,936,913, respectively.
Transactions in call options written for the six months ended December 31, 2008 were as follows:
Basic Value Principal Protected
| | | | | | | |
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|
Call Options Written | | Contracts | | Premiums Received | |
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Outstanding call options written, beginning of period | | | 140 | | $ | 59,146 | |
Options closed | | | (140 | ) | | (59,146 | ) |
| |
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|
|
|
|
Outstanding call options written, end of period | | | — | | | — | |
| |
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|
Focus Value
| | | | | | | |
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|
Call Options Written | | Contracts | | Premiums Received | |
|
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|
|
Outstanding call options written, beginning of period | | | 970 | | $ | 422,205 | |
Options written | | | 4,780 | | | 547,007 | |
Options closed | | | (3,850 | ) | | (770,663 | ) |
| |
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|
|
|
|
Outstanding call options written, end of period | | | 1,900 | | $ | 198,549 | |
| |
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4. Short-Term Borrowings:
The Trust, on behalf of Basic Value Principal Protected, and Focus Value, along with certain other funds managed by the Advisor and its affiliates, are parties to a $500,000,000 credit agreement with a group of lenders, which expired November 2008 and was subsequently renewed until November 2009. The Funds may borrow under the credit agreement to fund shareholder redemptions and for other lawful purposes other than for leverage. The Funds may borrow up to the maximum amount allowable under the Funds’ current Prospectus and Statement of Additional Information, subject to various other legal, regulatory or contractual limits. Each Fund paid its pro rata share of a 0.02% upfront fee on the aggregate commitment amount based on its net assets as of October 31, 2008. The Funds pay a commitment fee of 0.08% per annum based on each Fund’s pro rata share of the unused portion of the credit agreement, which is included in miscellaneous in the Statements of Operations. Amounts borrowed under the credit agreement bear interest at a rate equal to the higher of the (a) federal funds effective rate and (b) reserve adjusted one month LIBOR, plus, in each case, the higher of (i) 1.50% and (ii) 50% of the CDX Index (as defined in the credit agreement) in effect from time to time. The Funds did not borrow under the credit agreement during the six months ended December 31, 2008.
5. Market and Credit Risk:
In the normal course of business, the Funds invest in securities and enter 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 (credit risk). The value of securities held by the Funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the Funds; 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 credit risk, the Funds may be exposed to counterparty risk, or the risk that an entity with which the Funds have unsettled or open transactions may default. Financial assets, which potentially expose the Funds to credit and counterparty risks, consist principally of investments and cash due from counterparties. The extent of the Funds’ exposure to credit and counterparty risks with respect to these financial assets is approximated by their value recorded in the Funds’ Statements of Assets and Liabilities.
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|
32 | SEMI-ANNUAL REPORT | DECEMBER 31, 2008 |
|
|
|
Notes to Financial Statements (continued) |
6. Capital Share Transactions:
Transactions in shares for each class were as follows:
Basic Value Principal Protected
| | | | | | | | | | | | | |
| | Six Months Ended December 31, 2008 | | Year Ended June 30, 2008 | |
| |
| |
|
|
| | Shares | | Amount | | Shares | | Amount | |
|
|
|
|
|
|
|
|
|
|
Institutional | | | | | | | | | | | | | |
|
|
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|
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|
|
|
|
|
|
|
|
Shares issued to shareholders in reinvestment of distributions | | | 17,651 | | $ | 125,849 | | | 80,130 | | $ | 834,956 | |
Shares redeemed | | | (74,380 | ) | | (603,210 | ) | | (167,949 | ) | | (1,824,486 | ) |
| |
|
|
|
|
| |
|
|
|
|
|
|
Net decrease | | | (56,729 | ) | $ | (477,361 | ) | | (87,819 | ) | $ | (989,530 | ) |
| |
|
|
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|
| |
|
|
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| | | | | | | | | | | | | |
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Investor A | | | | | | | | | | | | | |
|
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|
|
|
|
|
Shares issued to shareholders in reinvestment of distributions | | | 24,640 | | $ | 175,187 | | | 124,048 | | $ | 1,293,822 | |
Shares redeemed | | | (156,627 | ) | | (1,266,878 | ) | | (339,929 | ) | | (3,706,644 | ) |
| |
|
|
|
|
| |
|
|
|
|
|
|
Net decrease | | | (131,987 | ) | $ | (1,091,691 | ) | | (215,881 | ) | $ | (2,412,822 | ) |
| |
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| |
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| | | | | | | | | | | | | |
|
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Investor B | | | | | | | | | | | | | |
|
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|
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|
|
Shares issued to shareholders in reinvestment of distributions | | | 223,102 | | $ | 1,577,335 | | | 915,090 | | $ | 9,571,833 | |
Shares redeemed or converted | | | (958,951 | ) | | (7,680,693 | ) | | (1,870,464 | ) | | (19,864,793 | ) |
| |
|
|
|
|
| |
|
|
|
|
|
|
Net decrease | | | (735,849 | ) | $ | (6,103,358 | ) | | (955,374 | ) | $ | (10,292,960 | ) |
| |
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|
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|
| |
|
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| | | | | | | | | | | | | |
|
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Investor C | | | | | | | | | | | | | |
|
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|
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|
|
|
|
|
|
|
Shares issued to shareholders in reinvestment of distributions | | | 163,840 | | $ | 1,159,993 | | | 628,571 | | $ | 6,581,139 | |
Shares redeemed | | | (572,480 | ) | | (4,601,406 | ) | | (1,183,023 | ) | | (12,855,381 | ) |
| |
|
|
|
|
| |
|
|
|
|
|
|
Net decrease | | | (408,640 | ) | $ | (3,441,413 | ) | | (554,452 | ) | $ | (6,274,242 | ) |
| |
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|
|
|
| |
|
|
|
|
|
|
Focus Value
| | | | | | | | | | | | | | | | |
| | Six Months Ended December 31, 2008 | | Period August 1, 2007 to June 30, 2008 | | Year Ended July 31, 2007 | |
| |
| |
| |
|
|
| | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | |
|
|
|
|
|
|
|
|
|
|
|
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|
|
Institutional | | | | | | | | | | | | | | | | |
|
|
|
|
|
|
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|
|
|
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|
|
|
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|
|
Shares sold | | 246,061 | | $ | 2,206,620 | | 402,699 | | $ | 5,140,945 | | 303,548 | | $ | 4,636,786 | |
Shares issued to shareholders in reinvestment of dividends and distributions | | 199,496 | | | 1,383,010 | | 1,519,450 | | | 20,500,508 | | 1,081,848 | | | 15,590,409 | |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
Total issued | | 445,557 | | | 3,589,630 | | 1,922,149 | | | 25,641,453 | | 1,385,396 | | | 20,227,195 | |
Shares redeemed | | (1,182,395 | ) | | (10,233,142 | ) | (1,903,979 | ) | | (23,574,806 | ) | (1,511,666 | ) | | (23,239,218 | ) |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
Net increase (decrease) | | (736,838 | ) | $ | (6,643,512 | ) | 18,170 | | $ | 2,066,647 | | (126,270 | ) | $ | (3,012,023 | ) |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
| | |
|
SEMI-ANNUAL REPORT | DECEMBER 31, 2008 | 33 |
|
|
|
Notes to Financial Statements (concluded) |
| | | | | | | | | | | | | | | | |
| | Six Months Ended December 31, 2008 | | Period August 1, 2007 to June 30, 2008 | | Year Ended July 31, 2007 | |
| |
| |
| |
| |
Focus Value (concluded) | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor A | | | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
Shares sold and automatic conversion of shares | | 335,504 | | $ | 2,945,992 | | 780,187 | | $ | 9,715,232 | | 1,289,085 | | $ | 19,660,976 | |
Shares issued to shareholders in reinvestment of dividends and distributions | | 118,787 | | | 813,292 | | 1,255,373 | | | 16,751,967 | | 876,677 | | | 12,509,924 | |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
Total issued | | 454,291 | | | 3,759,284 | | 2,035,560 | | | 26,467,199 | | 2,165,762 | | | 32,170,900 | |
Shares redeemed | | (1,826,751 | ) | | (16,539,263 | ) | (2,159,543 | ) | | (26,828,964 | ) | (1,952,723 | ) | | (29,649,811 | ) |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
Net increase (decrease) | | (1,372,460 | ) | $ | (12,779,979 | ) | (123,983 | ) | $ | (361,765 | ) | 213,039 | | $ | 2,521,089 | |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
| | | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor B | | | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold | | 20,720 | | $ | 160,454 | | 43,951 | | $ | 506,259 | | 198,734 | | $ | 2,711,938 | |
Shares issued to shareholders in reinvestment of dividends and distributions | | 3,135 | | | 18,519 | | 183,477 | | | 2,205,664 | | 177,687 | | | 2,306,819 | |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
Total issued | | 23,855 | | | 178,973 | | 227,428 | | | 2,711,923 | | 376,421 | | | 5,018,757 | |
Shares redeemed and automatic conversion of shares | | (230,829 | ) | | (1,866,838 | ) | (617,682 | ) | | (6,933,533 | ) | (991,230 | ) | | (13,763,952 | ) |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
Net decrease | | (206,974 | ) | $ | (1,687,865 | ) | (390,254 | ) | $ | (4,221,610 | ) | (614,809 | ) | $ | (8,745,195 | ) |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
| | | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor C | | | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold | | 85,753 | | $ | 640,617 | | 183,909 | | $ | 2,086,352 | | 220,524 | | $ | 2,964,264 | |
Shares issued to shareholders in reinvestment of distributions | | 12,076 | | | 70,342 | | 290,678 | | | 3,375,976 | | 186,970 | | | 2,363,804 | |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
|
Total issued | | 97,829 | | | 710,959 | | 474,587 | | | 5,462,328 | | 407,494 | | | 5,328,068 | |
Shares redeemed | | (314,623 | ) | | (2,363,335 | ) | (541,305 | ) | | (5,797,194 | ) | (351,168 | ) | | (4,760,440 | ) |
| |
|
|
|
| |
|
|
|
| |
|
|
|
|
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Net increase (decrease) | | (216,794 | ) | $ | (1,652,376 | ) | (66,718 | ) | $ | (334,866 | ) | 56,326 | | $ | 567,628 | |
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Class R | | | | | | | | | | | | | | | | |
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Shares sold | | 22,399 | | $ | 166,392 | | 50,772 | | $ | 621,829 | | 72,257 | | $ | 1,026,061 | |
Shares issued to shareholders in reinvestment of dividends and distributions | | 850 | | | 5,274 | | 11,800 | | | 144,058 | | 4,777 | | | 63,326 | |
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Total issued | | 23,249 | | | 171,666 | | 62,572 | | | 765,887 | | 77,034 | | | 1,089,387 | |
Shares redeemed | | (17,609 | ) | | (131,074 | ) | (42,143 | ) | | (466,196 | ) | (69,074 | ) | | (1,000,166 | ) |
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Net increase | | 5,640 | | $ | 40,592 | | 20,429 | | $ | 299,691 | | 7,960 | | $ | 89,221 | |
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7. Subsequent Event:
On January 1, 2009, Bank of America Corporation announced that it had completed its acquisition of Merrill Lynch, one of the largest stockholders of BlackRock, Inc.
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34 | SEMI-ANNUAL REPORT | DECEMBER 31, 2008 |
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Officers and Directors/Trustees |
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Robert M. Hernandez, Chairman of the Board, Director/Trustee and Member of the Audit Committee |
Fred G. Weiss, Vice Chairman of the Board, Chairman of the Audit Committee and Director/Trustee |
James H. Bodurtha, Director/Trustee |
Bruce R. Bond, Director/Trustee |
Donald W. Burton, Director/Trustee |
Richard S. Davis, Director/Trustee |
Stuart E. Eizenstat, Director/Trustee |
Laurence D. Fink, Director/Trustee |
Kenneth A. Froot, Director/Trustee |
Henry Gabbay, Director/Trustee |
John F. O’Brien, Director/Trustee |
Roberta Cooper Ramo, Director/Trustee |
Jean Margo Reid, Director /Trustee |
David H. Walsh, Director/Trustee |
Richard R. West, Director/Trustee and Member of the Audit Committee |
Donald C. Burke, Fund President and Chief Executive Officer |
Anne F. Ackerley, Vice President |
Neal J. Andrews, Chief Financial Officer |
Jay M. Fife, Treasurer |
Brian P. Kindelan, Chief Compliance Officer of the Funds |
Howard B. Surloff, Secretary |
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Custodian |
For BlackRock Basic Value Principal Protected Fund: |
Brown Brothers Harriman & Co. |
Boston, MA 02109 |
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For BlackRock Focus Value Fund, Inc.: |
JPMorgan Chase Bank, N.A. |
3 Chase Metrotech Center |
Brooklyn, NY 11245 |
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Transfer Agent |
PNC Global Investment Servicing (U.S.) Inc. |
Wilmington, DE 19809 |
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Accounting Agent |
State Street Bank and Trust Company |
Princeton, NJ 08540 |
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Independent Registered Public Accounting Firm |
Deloitte & Touche LLP |
Princeton, NJ 08540 |
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Legal Counsel |
Willkie Farr & Gallagher LLP |
New York, NY 10019 |
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SEMI-ANNUAL REPORT | DECEMBER 31, 2008 | 35 |
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BlackRock Privacy Principles |
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BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our website.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
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.
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Availability of Additional Information |
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Electronic copies of most financial reports and prospectuses are available on the Funds’ website or shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual reports and prospectuses by enrolling in the Funds’ 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:
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1) | Access the BlackRock website at http://www.blackrock.com/edelivery |
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2) | Click on the applicable link and follow the steps to sign up |
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3) | Log into your account |
Householding
The Funds will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and it is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact the Fund at (800) 441-7762.
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36 | SEMI-ANNUAL REPORT | DECEMBER 31, 2008 |
Additional Information (concluded)
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Availability of Additional Information (concluded) |
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Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling toll-free (800) 441-7762; (2) at www.blackrock.com; and (3) on the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.
Availability of Proxy Voting Record
Information on how the Funds vote proxies relating to securities held in the Funds’ portfolios during the most recent 12-month period ended June 30 is available upon request and without charge (1) at www.blackrock.com or by calling (800) 441-7762 and (2) on the SEC’s website at http://www.sec.gov.
Availability of Quarterly Portfolio Schedule
The Funds 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 Funds’ Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The Funds’ Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.
Account Information
Call us at (800) 441-7762 from 8:00 AM to 6:00 PM EST to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at www.blackrock.com/funds.
Automatic Investment Plans
Investor Class shareholders who want to invest regularly can arrange to have $50 or more automatically deducted from their checking or savings account and invested in any of the BlackRock funds.
Systematic Withdrawal Plans
Investor Class shareholders can establish a systematic withdrawal plan and receive periodic payments of $50 or more from their BlackRock funds, as long as their account is at least $10,000.
Retirement Plans
Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.
If you would like a copy, free of charge, of the most recent annual or quarterly report of Main Place Funding, LLC, BlackRock Basic Value Principal Protected Fund’s Warranty Provider, or its parent corporation, Bank of America Corporation, please contact the Fund at (800) 441-7762.
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SEMI-ANNUAL REPORT | DECEMBER 31, 2008 | 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.
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BlackRock All-Cap Energy & Resources Portfolio |
BlackRock Asset Allocation Portfolio† |
BlackRock Aurora Portfolio |
BlackRock Balanced Capital Fund† |
BlackRock Basic Value Fund |
BlackRock Capital Appreciation Portfolio |
BlackRock Energy & Resources Portfolio |
BlackRock Equity Dividend Fund |
BlackRock EuroFund |
BlackRock Focus Growth Fund |
BlackRock Focus Value Fund |
BlackRock Fundamental Growth Fund |
BlackRock Global Allocation Fund† |
BlackRock Global Dynamic Equity Fund |
BlackRock Global Emerging Markets Fund |
BlackRock Global Financial Services Fund |
BlackRock Global Growth Fund |
BlackRock Global Opportunities Portfolio |
BlackRock Global SmallCap Fund |
BlackRock Health Sciences Opportunities Portfolio |
BlackRock Healthcare Fund |
BlackRock Index Equity Portfolio* |
BlackRock International Fund |
BlackRock International Diversification Fund |
BlackRock International Index Fund |
BlackRock International Opportunities Portfolio |
BlackRock International Value Fund |
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 Mid-Cap Growth Equity Portfolio |
BlackRock Mid-Cap Value Equity Portfolio |
BlackRock Mid Cap Value Opportunities Fund |
BlackRock Natural Resources Trust |
BlackRock Pacific Fund |
BlackRock Science & Technology Opportunities Portfolio |
BlackRock Small Cap Core Equity Portfolio |
BlackRock Small Cap Growth Equity Portfolio |
BlackRock Small Cap Growth Fund II |
BlackRock Small Cap Index Fund |
BlackRock Small Cap Value Equity Portfolio* |
BlackRock Small/Mid-Cap Growth Portfolio |
BlackRock S&P 500 Index Fund |
BlackRock U.S. Opportunities Portfolio |
BlackRock Utilities and Telecommunications Fund |
BlackRock Value Opportunities Fund |
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BlackRock Emerging Market Debt Portfolio |
BlackRock Enhanced Income Portfolio |
BlackRock GNMA Portfolio |
BlackRock Government Income Portfolio |
BlackRock High Income Fund |
BlackRock High Yield Bond Portfolio |
BlackRock Income Portfolio† |
BlackRock Income Builder Portfolio† |
BlackRock Inflation Protected Bond Portfolio |
BlackRock Intermediate Bond Portfolio II |
BlackRock Intermediate Government Bond Portfolio |
BlackRock International Bond Portfolio |
BlackRock Long Duration Bond Portfolio |
BlackRock Low Duration Bond Portfolio |
BlackRock Managed Income Portfolio |
BlackRock Short-Term Bond Fund |
BlackRock Strategic Income Portfolio |
BlackRock Total Return Fund |
BlackRock Total Return Portfolio II |
BlackRock World Income Fund |
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BlackRock AMT-Free Municipal Bond Portfolio |
BlackRock California Insured Municipal Bond Fund |
BlackRock Delaware Municipal Bond Portfolio |
BlackRock Florida Municipal Bond Fund |
BlackRock High Yield Municipal Fund |
BlackRock Intermediate Municipal Fund |
BlackRock Kentucky Municipal Bond Portfolio |
BlackRock Municipal Insured Fund |
BlackRock National Municipal Fund |
BlackRock New Jersey Municipal Bond Fund |
BlackRock New York Municipal Bond Fund |
BlackRock Ohio Municipal Bond Portfolio |
BlackRock Pennsylvania Municipal Bond Fund |
BlackRock Short-Term Municipal Fund |
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Target Risk & Target Date Funds |
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BlackRock Prepared Portfolios |
Conservative Prepared Portfolio |
Moderate Prepared Portfolio |
Growth Prepared Portfolio |
Aggressive Growth Prepared Portfolio |
BlackRock Lifecycle Prepared Portfolios |
Prepared Portfolio 2010 |
Prepared Portfolio 2015 |
Prepared Portfolio 2020 |
Prepared Portfolio 2025 |
Prepared Portfolio 2030 |
Prepared Portfolio 2035 |
Prepared Portfolio 2040 |
Prepared Portfolio 2045 |
Prepared Portfolio 2050 |
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* | See the prospectus for information on specific limitations on investments in the fund. |
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† | Mixed asset fund. |
BlackRock mutual funds are currently distributed by BlackRock Investments, Inc. You should consider the investment objectives, risks, charges and expenses of the funds under consideration carefully before investing. Each fund’s prospectus contains this and other information and is available at www.blackrock.com or by calling (800) 882-0052 or from your financial advisor. The prospectus should be read carefully before investing.
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38 | SEMI-ANNUAL REPORT | DECEMBER 31, 2008 |

This report is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Funds unless accompanied or preceded by the Funds’ 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.
BlackRock Basic Value Principal Protected Fund of
BlackRock Principal Protected Trust
BlackRock Focus Value Fund, Inc.
100 Bellevue Parkway
Wilmington, DE 19809
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#BVPPFV-SAR-12/08
Item 2 – | Code of Ethics – Not Applicable to this semi-annual report |
Item 3 – | Audit Committee Financial Expert – Not Applicable to this semi-annual report |
Item 4 – | Principal Accountant Fees and Services – Not Applicable to this semi-annual report |
Item 5 – | Audit Committee of Listed Registrants – Not Applicable |
Item 6 – | Investments (a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form. (b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing. |
Item 7 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable |
Item 8 – | Portfolio Managers of Closed-End Management Investment Companies – Not Applicable |
Item 9 – | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable |
Item 10 – | Submission of Matters to a Vote of Security Holders – The registrant’s Nominating and Governance Committee will consider nominees to the board of directors recommended by shareholders when a vacancy becomes available. Shareholders who wish to recommend a nominee should send nominations that include biographical information and set forth the qualifications of the proposed nominee to the registrant’s Secretary. There have been no material changes to these procedures. |
Item 11 – | Controls and Procedures |
11(a) – | The registrant’s principal executive and principal financial officers or persons performing similar functions have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15(d)-15(b) under the Securities Exchange Act of 1934, as amended. |
11(b) – | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12 – | Exhibits attached hereto |
12(a)(1) – | Code of Ethics – Not Applicable to this semi-annual report |
12(a)(2) – | Certifications – Attached hereto |
12(a)(3) – | Not Applicable |
12(b) – | Certifications – Attached hereto |
| Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
| BlackRock Focus Value Fund, Inc. |
| By: | /s/ Donald C. Burke | |
| | Donald C. Burke |
| | Chief Executive Officer of |
| | BlackRock Focus Value Fund, Inc. |
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| Date: February 23, 2009 |
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| Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. |
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| By: | /s/ Donald C. Burke | |
| | Donald C. Burke |
| | Chief Executive Officer (principal executive officer) of |
| | BlackRock Focus Value Fund, Inc. |
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| Date: February 23, 2009 |
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| By: | /s/ Neal J. Andrews | |
| | Neal J. Andrews |
| | Chief Financial Officer (principal financial officer) of |
| | BlackRock Focus Value Fund, Inc. |
| Date: February 23, 2009 |
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