The Funds may engage in various portfolio investment strategies both to increase the return of the Funds and to economically hedge, or protect, their exposure to interest rate movements and movements in the securities markets. Losses may arise if the value of the contract decreases due to an unfavorable change in the price of the underlying security, or if the counterparty does not perform under the contract. The Funds may mitigate these losses through master netting agreements included within an International Swap and Derivatives Association, Inc. (“ISDA”) Master Agreement between the Funds and their counterparties. The ISDA allows each Fund to offset with its counterparty each Fund’s derivative financial instruments’ payables and/or receivables with collateral held. To the extent amounts due to the Funds from their counterparty are not fully collateralized contractually or otherwise, the Funds bear the risk of loss from counterparty non-performance. See Note 1 “Segregation and Collateralization” for information with respect to collateral practices.
The Funds are subject to equity risk in the normal course of pursuing their investment objectives by investing in various derivative financial instruments, as described below.
In purchasing and writing options, the Funds bear the market risk of an unfavorable change in the price of the underlying security or the risk that the Funds may not be able to enter into a closing transaction due to an illiquid market. Exercise of a written option could result in the Funds purchasing a security at a price different from the current market value. The Funds may execute transactions in both listed and over-the-counter options. Listed options involve minimal counterparty risk since listed options are guaranteed against default by the exchange on which they trade. Transactions in certain over-the-counter options may expose the Funds to the risk of default by the counterparty to the transaction. In the event of default by the counterparty to the over-the-counter option transaction, the Funds’ maximum amount of loss is the premium paid (as purchaser) or the unrealized loss of the contract (as writer).
The PNC Financial Services Group, Inc. (“PNC”) and Bank of America Corporation (“BAC”) are the largest stockholders of BlackRock, Inc. (“BlackRock”). BAC became a stockholder of BlackRock following its acquisition of Merrill Lynch & Co., Inc. (“Merrill Lynch”) on January 1, 2009. Prior to that date, both PNC and Merrill Lynch were considered affiliates of the Funds under the 1940 Act. Subsequent to the acquisition, PNC remains an affiliate, but due to the restructuring of Merrill Lynch’s ownership interest of BlackRock, BAC is not deemed to be an affiliate under the 1940 Act.
Each Fund has entered into an Investment Advisory Agreement with BlackRock Advisors, LLC (the “Manager”), the Fund’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory and administration services.
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Notes to Financial Statements (continued) |
The Manager 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 Funds’ net assets.
The Manager has entered into a sub-advisory agreement with BlackRock Investment Management, LLC (“BIM”), an affiliate of the Manager, under which the Manager pays BIM for services it provides, a monthly fee that is a percentage of the investment advisory fee paid by each Fund to the Manager.
The Manager 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% of the average daily value of the Fund’s net assets. This amount is shown as fees waived by advisor in the Statements of Operations. This arrangement has a one-year term and is renewable.
The Manager has contractually agreed to waive 0.25% of Focus Value’s investment advisory fees. This contractual waiver agreement has a one-year term and is automatically renewable year to year unless terminated by the Manager. The Fund waived $401,781, which is included in fees waived by advisor in the Statements of Operations.
The Manager has agreed to waive its advisory fee by the amount of advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds. For the year ended June 30, 2009, Focus Value waived $442, which is included in fees waived by advisor in the Statements of Operations.
For the year ended June 30, 2009, the Funds reimbursed the Manager for certain accounting services, which are included in accounting services in the Statements of Operations. The reimbursements were as follows:
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| | Reimbursement to Manager | |
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Basic Value Principal Protected | | | $ | 1,509 | | |
Focus Value | | | $ | 2,986 | | |
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Effective October 1, 2008, each Fund has entered into a Distribution Agreement and Distribution Plans with BlackRock Investments, LLC (“BIL”), 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. BIL and BDI are affiliates of BlackRock. 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, each Fund pays 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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| | 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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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 each Fund. 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 year ended June 30, 2009, affiliates, including Merrill Lynch, from July 1, 2008 to December 31, 2008 (after which Merrill Lynch was no longer considered an affiliate) earned underwriting discounts, direct commissions and 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:
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| | Basic Value Principal Protected | | Focus Value | |
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Investor A | | | | — | | | | $ | 1,365 | | |
Investor B | | | $ | 33,904 | | | | $ | 3,074 | | |
Investor C | | | $ | 261 | | | | $ | 1,255 | | |
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Furthermore, for Focus Value, affiliates, including Merrill Lynch, from July 1, 2008 to December 31, 2008 (after which Merrill Lynch was no longer considered an affiliate) received contingent deferred sales charges of $2 relating to transactions subject to front-end sales charge waivers on Investor A Shares.
PNC Global Investment Servicing (U.S.) Inc., an indirect, wholly owned subsidiary of PNC and an affiliate of the Manager, is the Funds’ transfer agent and dividend disbursing agent. Each class of the Funds bears the costs of transfer agent fees associated with such respective class. 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
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28 | ANNUAL REPORT | JUNE 30, 2009 |
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Notes to Financial Statements (continued) |
Funds, 12b-1 fee calculation, check writing, anti-money laundering services, and customer identification services.
Pursuant to written agreements, certain affiliates, including Merrill Lynch, from July 1, 2008 to December 31, 2008 (after which Merrill Lynch was no longer considered an affiliate) 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 year ended June 30, 2009, the Funds paid the following amounts in return for these services, which are included in transfer agent fees in the Statements of Operations.
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| | Shareholder Account Fees | |
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Basic Value Principal Protected | | $ | 47,329 | |
Focus Value | | $ | 147,015 | |
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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 year ended June 30, 2009, the Funds earned the following amounts, which are included in income — affiliated in the Statements of Operations.
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Basic Value Principal Protected | | $ | 29 | |
Focus Value | | $ | 474 | |
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The Manager 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 year ended June 30, 2009, the following amounts have been accrued by the Funds to reimburse the Manager for costs incurred running the call center, which are included in transfer agent fees in the Statements of Operations.
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| | Call Center Fees | |
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| | Basic Value Principal Protected | | Focus Value | |
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Institutional | | $ | 50 | | $ | 2,619 | |
Investor A | | $ | 105 | | $ | 2,370 | |
Investor B | | $ | 1,116 | | $ | 413 | |
Investor C | | $ | 803 | | $ | 480 | |
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 Company has retained BIM as the securities lending agent for a fee based on a share of the income from 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 Manager or in registered money market funds advised by the Manager or its affiliates. The share of income earned by the Fund on such investments is shown as securities lending — affiliated in the Statements of Operations. For the year ended June 30, 2009, BIM received $21,399 in securities lending agent fees.
In addition, MLPF&S from July 1, 2008 to December 31, 2008 (after which MLPF&S was no longer considered an affiliate) and Piper Jaffray & Co. (considered an affiliate of the Manager for a portion of the period) received commissions on the execution of portfolio security transactions for the Funds for the year ended June 30, 2009 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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During the year ended June 30, 2009, Focus Value received litigation proceeds of $615 from an affiliate, which are included in net realized loss from investments in the Statements of Operations.
Certain officers and/or directors of the Funds are officers and/or directors of BlackRock or its affiliates. The Funds reimburse the Manager for compensation paid to the Funds’ Chief Compliance Officer.
4. Investments:
Purchases and sales of investments, excluding short-term securities and US government securities, for the year ended June 30, 2009 were as follows:
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| | Purchases | | Sales | |
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Basic Value Principal Protected | | $ | 19,374,638 | | $ | 81,307,765 | |
Focus Value | | $ | 175,805,713 | | $ | 195,729,617 | |
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Basic Value Principal Protected
Purchases and sales of US government securities for the year ended June 30, 2009 were $59,561,579 and $22,796,344, respectively.
Transactions in call options written for the year ended June 30, 2009 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 year | | | 140 | | $ | 59,146 | |
Options closed | | | (140 | ) | | (59,146 | ) |
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Outstanding call options written, end of year | | | — | | | — | |
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ANNUAL REPORT | JUNE 30, 2009 | 29 |
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Notes to Financial Statements (continued) |
Focus Value
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Call Options Written | | Contracts | | Premiums Received | |
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Outstanding call options written, beginning of year | | | 970 | | $ | 422,205 | |
Options written | | | 4,780 | | | 547,007 | |
Options closed | | | (5,750 | ) | | (969,212 | ) |
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Outstanding call options written, end of year | | | — | | | — | |
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5. Short-Term Borrowings:
The Trust, on behalf of Basic Value Principal Protected, and Focus Value, along with certain other funds managed by the Manager and its affiliates, are parties to a $500 million 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 year ended June 30, 2009.
6. 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 issuers 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.
7. Income Tax Information:
Reclassifications: Accounting principles generally accepted in the United States of America require that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. The following permanent differences as of June 30, 2009 attributable to a net operating losses were reclassified to the following accounts:
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| | Basic Value Principal Protected | |
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Paid-in capital | | $ | (458,298 | ) |
Undistributed net investment income | | $ | 458,289 | |
Accumulated net realized loss | | $ | 9 | |
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The tax character of distributions paid during the fiscal years ended June 30, 2007, 2008 and 2009 for Basic Value Principal Protected and the periods ended July 31, 2007, June 30, 2008 and 2009 for Focus Value were as follows:
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| | Basic Value Principal Protected | | Focus Value | |
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Ordinary income | | | | | | | |
2009 | | | — | | $ | 2,569,405 | |
2008 | | $ | 1,591,190 | | $ | 11,876,837 | |
2007 | | $ | 2,500,016 | | $ | 23,678,746 | |
Long-term capital gains | | | | | | | |
2009 | | $ | 3,314,100 | | | — | |
2008 | | $ | 18,351,297 | | $ | 36,253,143 | |
2007 | | $ | 10,785,794 | | $ | 13,530,901 | |
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Total distributions | | | | | | | |
2009 | | $ | 3,314,100 | | $ | 2,569,405 | |
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2008 | | $ | 19,942,487 | | $ | 48,129,980 | |
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2007 | | $ | 13,285,810 | | $ | 37,209,647 | |
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30 | ANNUAL REPORT | JUNE 30, 2009 |
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Notes to Financial Statements (continued) |
As of June 30, 2009, the tax components of accumulated net losses were as follows:
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| | Basic Value Principal Protected | | Focus Value | |
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Undistributed ordinary income | | | — | | $ | 1,282,245 | |
Capital loss carryforwards | | $ | (2,881,149 | ) | | (14,541,173 | ) |
Net unrealized losses* | | | (3,740,431 | ) | | (53,241,253 | ) |
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Total accumulated net losses | | $ | (6,621,580 | ) | $ | (66,500,181 | ) |
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| * | The differences between book-basis and tax-basis net unrealized losses were attributable primarily to the tax deferral of losses on wash sales, the deferral of post-October capital losses for tax purposes, the timing and recognition of partnership income and the difference between the book and tax treatment of certain stock lending transactions. |
As of June 30, 2009, the Funds had capital loss carryforwards available to offset future realized capital gains through the indicated expiration date:
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Expires June 30, | | Basic Value Principal Protected | | Focus Value | |
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2017 | | $ | 2,881,149 | | $ | 14,541,173 | |
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Total | | $ | 2,881,149 | | $ | 14,541,173 | |
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8. Capital Share Transactions:
Transactions in capital shares for each class were as follows:
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| | Year Ended June 30, 2009 | | Year Ended June 30, 2008 | |
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Basic Value Principal Protected | | Shares | | Amount | | Shares | | Amount | |
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Institutional | | | | | | | | | | | | | |
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Shares issued to shareholders in reinvestment of distributions | | | 17,651 | | $ | 125,849 | | | 80,130 | | $ | 834,956 | |
Shares redeemed | | | (137,486 | ) | | (1,050,192 | ) | | (167,949 | ) | | (1,824,486 | ) |
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Net decrease | | | (119,835 | ) | $ | (924,343 | ) | | (87,819 | ) | $ | (989,530 | ) |
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Investor A | | | | | | | | | | | | | |
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Automatic conversion of shares | | | 2,439 | | $ | 17,124 | | | — | | | — | |
Shares issued to shareholders in reinvestment of distributions | | | 24,639 | | | 175,187 | | | 124,048 | | $ | 1,293,822 | |
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Total issued | | | 27,078 | | | 192,311 | | | 124,048 | | | 1,293,822 | |
Shares redeemed | | | (203,954 | ) | | (1,601,554 | ) | | (339,929 | ) | | (3,706,644 | ) |
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Net decrease | | | (176,876 | ) | $ | (1,409,243 | ) | | (215,881 | ) | $ | (2,412,822 | ) |
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ANNUAL REPORT | JUNE 30, 2009 | 31 |
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Notes to Financial Statements (continued) |
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| | Year Ended June 30, 2009 | | Year Ended June 30, 2008 | |
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Basic Value Principal Protected (concluded) | | Shares | | Amount | | Shares | | Amount | |
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Investor B | | | | | | | | | | | | | |
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Shares issued to shareholders in reinvestment of distributions | | | 223,103 | | $ | 1,557,336 | | | 915,090 | | $ | 9,571,833 | |
Shares redeemed and automatic conversion of shares | | | (1,756,212 | ) | | (13,255,363 | ) | | (1,870,464 | ) | | (19,864,793 | ) |
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Net decrease | | | (1,533,109 | ) | $ | (11,698,027 | ) | | (955,374 | ) | $ | (10,292,960 | ) |
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Investor C | | | | | | | | | | | | | |
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Shares issued to shareholders in reinvestment of distributions | | | 163,841 | | $ | 1,159,993 | | | 628,571 | | $ | 6,581,139 | |
Shares redeemed | | | (1,033,935 | ) | | (7,840,354 | ) | | (1,183,023 | ) | | (12,855,381 | ) |
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Net decrease | | | (870,094 | ) | $ | (6,680,361 | ) | | (554,452 | ) | $ | (6,274,242 | ) |
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| | | | | | | | | | | | | | | | | | | |
| | Year Ended June 30, 2009 | | Period August 1, 2007 to June 30, 2008 | | Year Ended July 31, 2007 | |
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Focus Value | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | |
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Institutional | | | | | | | | | | | | | | | | | | | |
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Shares sold | | | 566,599 | | $ | 4,647,742 | | | 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 | |
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Total issued | | | 766,095 | | | 6,030,752 | | | 1,922,149 | | | 25,641,453 | | | 1,385,396 | | | 20,227,195 | |
Shares redeemed | | | (2,123,841 | ) | | (17,029,977 | ) | | (1,903,979 | ) | | (23,574,806 | ) | | (1,511,666 | ) | | (23,239,218 | ) |
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Net increase (decrease) | | | (1,357,746 | ) | $ | (10,999,225 | ) | | 18,170 | | $ | 2,066,647 | | | (126,270 | ) | $ | (3,012,023 | ) |
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Investor A | | | | | | | | | | | | | | | | | | | |
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Shares sold and automatic conversion of shares | | | 724,912 | | $ | 5,818,854 | | | 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 | |
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Total issued | | | 843,699 | | | 6,632,146 | | | 2,035,560 | | | 26,467,199 | | | 2,165,762 | | | 32,170,900 | |
Shares redeemed | | | (2,797,520 | ) | | (23,449,242 | ) | | (2,159,543 | ) | | (26,828,964 | ) | | (1,952,723 | ) | | (29,649,811 | ) |
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Net increase (decrease) | | | (1,953,821 | ) | $ | (16,817,096 | ) | | (123,983 | ) | $ | (361,765 | ) | | 213,039 | | $ | 2,521,089 | |
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32 | ANNUAL REPORT | JUNE 30, 2009 |
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Notes to Financial Statements (concluded) |
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| | Year Ended June 30, 2009 | | Period August 1, 2007 to June 30, 2008 | | Year Ended July 31, 2007 | |
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Focus Value (concluded) | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | |
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Investor B | | | | | | | | | | | | | | | | | | | |
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Shares sold | | | 47,233 | | $ | 336,478 | | | 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 | |
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Total issued | | | 50,368 | | | 354,997 | | | 227,428 | | | 2,711,923 | | | 376,421 | | | 5,018,757 | |
Shares redeemed and automatic conversion of shares | | | (480,808 | ) | | (3,501,802 | ) | | (617,682 | ) | | (6,933,533 | ) | | (991,230 | ) | | (13,763,952 | ) |
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Net decrease | | | (430,440 | ) | $ | (3,146,805 | ) | | (390,254 | ) | $ | (4,221,610 | ) | | (614,809 | ) | $ | (8,745,195 | ) |
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Investor C | | | | | | | | | | | | | | | | | | | |
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Shares sold | | | 176,248 | | $ | 1,235,902 | | | 183,909 | | $ | 2,086,352 | | | 220,524 | | $ | 2,964,264 | |
Shares issued to shareholders in reinvestment of dividends and distributions | | | 12,076 | | | 70,342 | | | 290,678 | | | 3,375,976 | | | 186,970 | | | 2,363,804 | |
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Total issued | | | 188,324 | | | 1,306,244 | | | 474,587 | | | 5,462,328 | | | 407,494 | | | 5,328,068 | |
Shares redeemed | | | (515,587 | ) | | (3,589,847 | ) | | (541,305 | ) | | (5,797,194 | ) | | (351,168 | ) | | (4,760,440 | ) |
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Net increase (decrease) | | | (327,263 | ) | $ | (2,283,603 | ) | | (66,718 | ) | $ | (334,866 | ) | | 56,326 | | $ | 567,628 | |
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Class R | | | | | | | | | | | | | | | | | | | |
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Shares sold | | | 49,745 | | $ | 355,793 | | | 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 | | | 50,595 | | | 361,067 | | | 62,572 | | | 765,887 | | | 77,034 | | | 1,089,387 | |
Shares redeemed | | | (28,734 | ) | | (203,555 | ) | | (42,143 | ) | | (466,196 | ) | | (69,074 | ) | | (1,000,166 | ) |
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Net increase | | | 21,861 | | $ | 157,512 | | | 20,429 | | $ | 299,691 | | | 7,960 | | $ | 89,221 | |
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9. Subsequent Events:
Management has evaluated the impact of all subsequent events on the Funds through August 26, 2009, the date the financial statements were issued, and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.
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ANNUAL REPORT | JUNE 30, 2009 | 33 |
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Report of Independent Registered Public Accounting Firm |
To the Shareholders and Board of Trustees of BlackRock Basic Value Principal Protected Fund of BlackRock Principal Protected Trust and the Shareholders and Board of Directors of BlackRock Focus Value Fund, Inc. (collectively, the “Funds”):
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlackRock Basic Value Principal Protected Fund, one of the series constituting BlackRock Principal Protected Trust, as of June 30, 2009, 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 each of the five years in the period then ended. We have also audited the accompanying statement of assets and liabilities, including the schedule of investments, of BlackRock Focus Value Fund, Inc., as of June 30, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for the year then ended, for the period August 1, 2007 to June 30, 2008 and the year ended July 31, 2007, and the financial highlights for the respective periods presented. These financial statements and financial highlights are the responsibility of the Funds’ 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 Funds are not required to have, nor were we engaged to perform an audit of their 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 Funds’ 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 June 30, 2009, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Basic Value Principal Protected Fund of BlackRock Principal Protected Trust as of June 30, 2009, the results of its operations for the year then ended, and the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Additionally, in our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Focus Value Fund, Inc. as of June 30, 2009, the results of its operations for the year then ended, the changes in its net assets for the year then ended and for the period August 1, 2007 to June 30, 2008 and the year ended July 31, 2007, 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
Princeton, New Jersey
August 26, 2009
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Important Tax Information (Unaudited) |
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The following information is provided with respect to the distributions paid during the fiscal year ended June 30, 2009:
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| | Payable Date | | BlackRock Basic Value Principal Protected Fund | | BlackRock Focus Value Fund |
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Qualified Dividend Income | | 10/24/2008 | | | — | | 100% |
for Individuals* | | 12/05/2008 | | | — | | 100% |
Dividends Qualifying for the | | | | | | | |
Dividends Received Deduction | | 10/24/2008 | | | — | | 100% |
for Corporations* | | 12/05/2008 | | | — | | 100% |
Long-Term Capital Gain Distributed per Share | | 12/12/2008 | | $ | 0.330039 | | — |
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* | Expressed as a percentage of the ordinary income distributions. |
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34 | ANNUAL REPORT | JUNE 30, 2009 |
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Disclosure of Investment Advisory Agreements and Sub-Advisory Agreements |
The Board of Directors of BlackRock Focus Value Fund, Inc. (the “Focus Value Fund”) and the Board of Trustees of BlackRock Basic Value Principal Protected Fund (the “Basic Value Principal Protected Fund”), a series of BlackRock Principal Protected Trust (the “Trust”) (collectively, the “Board,” and the members of which are referred to as “Board Members”) met on May 5, 2009 and June 4 – 5, 2009 to consider the approval of the funds’ investment advisory agreements (collectively, the “Advisory Agreements”) with BlackRock Advisors, LLC (the “Manager”), each fund’s investment advisor. The Board also considered the approval of the sub-advisory agreements (collectively, the “Sub-Advisory Agreements”) between the Manager and BlackRock Investment Management, LLC (the “Sub-Advisor”) with respect to each fund. The Manager and the Sub-Advisor are referred to herein as “BlackRock.” For simplicity, the Focus Value Fund, the Basic Value Principal Protected Fund and the Trust are referred to herein as the “Fund.” The Advisory Agreements and the Sub-Advisory Agreements are referred to herein as the “Agreements.”
Activities and Composition of the Board
The Board of the Fund consisted of fifteen individuals, twelve of whom were not “interested persons” of the Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”), at the time of the Board’s approval of the Agreements. The Board Members are responsible for the oversight of the operations of the Fund 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 composed of Independent Board Members (except for the Performance Oversight Committee and the Executive Committee, which each have one interested Board Member) and is chaired by Independent Board Members.
The Agreements
Pursuant to the 1940 Act, the Board is required to consider the continuation of the Agreements on an annual basis. In connection with this process, the Board assessed, among other things, the nature, scope and quality of the services provided to the Fund by the personnel of BlackRock and its affiliates, including investment management, administrative services, shareholder services, oversight of fund accounting and custody, marketing services and assistance in meeting legal and regulatory requirements.
Throughout the year, the Board, acting directly and through its committees, considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to the Fund and its 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 and portfolio managers’ analysis of the reasons for any underperformance against its peers; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Fund for services, such as transfer agency, marketing and distribution, call center and fund accounting; (c) Fund operating expenses; (d) the resources devoted to and compliance reports relating to the Fund’s investment objective, policies and restrictions; (e) the Fund’s compliance with its Code of Ethics and compliance policies and procedures; (f) the nature, cost and character of non-investment management services provided by BlackRock and its affiliates; (g) BlackRock’s and other service providers’ internal controls; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality; (j) BlackRock’s implementation of the Fund’s valuation and liquidity procedures; and (k) periodic updates on BlackRock’s business.
Board Considerations in Approving the Agreements
The Approval Process: Prior to the May 5, 2009 meeting, the Board requested and received materials specifically relating to the Agreements. The Board is engaged in an ongoing process with BlackRock to continuously review the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the May meeting included: (a) information independently compiled and prepared by Lipper, Inc. (“Lipper”) on Fund fees and expenses, and the investment performance of the Fund as compared with a peer group of funds as determined by Lipper (collectively, “Peers”); (b) information on the profitability of the Agreements to BlackRock and a discussion of fall-out benefits to BlackRock and its affiliates and significant shareholders; (c) a general analysis provided by BlackRock concerning investment advisory fees charged to other clients, such as institutional and closed-end funds, under similar investment mandates, as well as the performance of such other clients; (d) the impact of economies of scale; (e) a summary of aggregate amounts paid by the Fund to BlackRock; (f) sales and redemption data regarding the Fund’s shares; and (g) an internal comparison of management fees classified by Lipper, if applicable.
At an in-person meeting held on May 5, 2009, the Board reviewed materials relating to its consideration of the Agreements. As a result of the discussions that occurred during the May 5, 2009 meeting, the Board presented BlackRock with questions and requests for additional information and BlackRock responded to these requests with additional written information in advance of the June 4 – 5, 2009 Board meeting.
At an in-person meeting held on June 4 – 5, 2009, the Fund’s Board, including the Independent Board Members, unanimously approved the continuation of the Advisory Agreements between the Manager and the Fund and the Sub-Advisory Agreements between the Manager and the Sub-Advisor with respect to the Fund, each for a one-year term ending June 30, 2010. The Board considered all factors it believed relevant with
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ANNUAL REPORT | JUNE 30, 2009 | 35 |
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Disclosure of Investment Advisory Agreements and Sub-Advisory Agreements (continued) |
respect to the Fund, including, among other factors: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Fund and BlackRock portfolio management; (c) the advisory fee and the cost of the services and profits to be realized by BlackRock and certain affiliates from the relationship with the Fund; (d) economies of scale; and (e) other factors.
The Board also considered other matters it deemed important to the approval process, such as payments made to BlackRock or its affiliates relating to the distribution of Fund shares, services related to the valuation and pricing of Fund portfolio holdings, direct and indirect benefits to BlackRock and its affiliates from their relationship with the 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: 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 Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of mutual funds, and the performance of at least one 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 Fund’s portfolio management team discussing Fund performance and the Fund’s investment objective, strategies and outlook.
The Board considered, among other factors, the number, education and experience of BlackRock’s investment personnel generally and the Fund’s portfolio management team, investments by portfolio managers in the funds they manage, BlackRock’s portfolio trading capabilities, BlackRock’s use of technology, BlackRock’s commitment to compliance and BlackRock’s approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also reviewed a general description of BlackRock’s compensation structure with respect to the Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent.
In addition to advisory services, the Board considered the quality of the administrative and non-investment advisory services provided to the Fund. BlackRock and its affiliates provide the Fund with certain administrative, transfer agency, shareholder and other services (in addition to any such services provided to the Fund by third parties) and officers and other personnel as are necessary for the operations of the Fund. In addition to investment advisory services, BlackRock and its affiliates provide the Fund with other services, including: (i) preparing 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 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 Fund and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of the Fund. In preparation for the May 5, 2009 meeting, the Board was provided with reports, independently prepared by Lipper, which included a comprehensive analysis of the 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 Fund as compared to a representative group of similar funds as determined by Lipper and to all funds in the Fund’s applicable Lipper category. The Board was provided with a description of the methodology used by Lipper to select peer funds. The Board regularly reviews the performance of the Fund throughout the year. The Board attaches more importance to performance over relatively long periods of time, typically three to five years.
The Board noted that the Focus Value Fund ranked in the second, third and third quartiles against its Lipper Performance Universe for the one-, three-and five-year periods reported, respectively. The Board expressed its concern with the Focus Value Fund’s investment performance. The Board will continue its ongoing dialogue with BlackRock regarding the Focus Value Fund’s performance. The Board and BlackRock discussed BlackRock’s commitment to providing the resources necessary to assist the portfolio managers and to improve the Focus Value Fund’s performance.
The Board noted that the Basic Value Principal Protected Fund ranked in the first, first and third quartiles against its Lipper Performance Universe for the one-, three- and five-year periods reported, respectively.
C. Consideration of the Advisory Fees and the Cost of the Services and Profits to be Realized by BlackRock and its Affiliates from their Relationship with the Fund: The Board, including the Independent Board Members, reviewed the Fund’s contractual advisory fee rates compared with the other funds in its Lipper category. It also compared the Fund’s total expenses, as well as actual management fees, to those of other comparable funds. 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.
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36 | ANNUAL REPORT | JUNE 30, 2009 |
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Disclosure of Investment Advisory Agreements and Sub-Advisory Agreements (continued) |
The Board received and reviewed statements relating to BlackRock’s financial condition and profitability with respect to the services it provided the Fund. The Board was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Fund. The Board reviewed BlackRock’s profitability with respect to the Fund and each fund the Board currently oversees for the year ended December 31, 2008 compared to aggregate profitability data provided for the year ended December 31, 2007. 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 therefore comparability of profitability is somewhat limited.
The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. Nevertheless, to the extent such information is 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. The comparison indicated that operating margins for BlackRock with respect to its registered funds are consistent with margins earned by similarly situated publicly traded competitors. 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, which concluded that larger asset bases do not, in themselves, translate to higher profit margins.
In addition, the Board considered the cost of the services provided to the Fund by BlackRock, and BlackRock’s and its affiliates’ profits relating to the management and distribution of the Fund and the other funds advised by BlackRock and its affiliates. As part of its analysis, the Board reviewed BlackRock’s methodology in allocating its costs to the management of the 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, although the Focus Value Fund’s contractual advisory fees were above the median contractual advisory fees paid by the Focus Value Fund’s Peers, its actual advisory fees, after giving effect to any expense reimbursements or fee waivers, were lower than or equal to the median of its Peers. The Board also noted that the Manager has contractually agreed to waive or reimburse management fees for the Focus Value Fund.
The Board noted that the Basic Value Principal Protected Fund’s contractual advisory fees, which do not take into account any expense reimbursements or fee waivers, were lower than or equal to the median contractual advisory fees paid by the Basic Value Principal Protected Fund’s Peers. The Board also noted that BlackRock has contractually agreed to waive fees or reimburse expenses in order to limit the Basic Value Principal Protected Fund’s total net expenses on a class-by-class basis.
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 Fund increase and whether there should be changes in the advisory fee rate or structure in order to enable the Fund to participate in these economies of scale, for example through the use of breakpoints in the advisory fee based upon the assets of the Fund. The Board considered that the funds in the BlackRock fund complex share some common resources and, as a result, an increase in the overall size of the complex could permit each fund to incur lower expenses than it would otherwise as a stand-alone entity. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations.
E. Other Factors: The Board also took into account other ancillary or “fallout” benefits that BlackRock or its affiliates and significant shareholders may derive from its relationship with the Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Fund, including for administrative, transfer agency and distribution services. The Board also noted that BlackRock may use third party research obtained by soft dollars generated by certain mutual fund transactions to assist itself in managing all or a number of its other client accounts.
In connection with its consideration of the Agreements, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.
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ANNUAL REPORT | JUNE 30, 2009 | 37 |
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Disclosure of Investment Advisory Agreements and Sub-Advisory Agreements (concluded) |
Conclusion
The Board, including the Independent Board Members, unanimously approved the continuation of the Advisory Agreements between the Manager and the Fund for a one-year term ending June 30, 2010 and the Sub-Advisory Agreements between the Manager and Sub-Advisors with respect to the Fund for a one-year term ending June 30, 2010. Based upon its evaluation of all these factors in their totality, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at a decision to approve the Agreements, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, 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 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. Certain aspects of the arrangements may be the subject of more attention in some years than in others, and the Board Members’ conclusions may be based in part on their consideration of these arrangements in prior years.
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38 | ANNUAL REPORT | JUNE 30, 2009 |
| | | | | | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Trust/Fund | | Length of Time Served as a Director2 | | Principal Occupation(s) During Past Five Years | | Number of BlackRock- Advised Funds and Portfolios Overseen | | Public Directorships |
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Non-Interested Directors1 |
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Robert M. Hernandez 40 East 52nd Street New York, NY 10022 1944 | | Chairman of the Board, Director and Member of the Audit Committee | | Since 2007 | | Director, Vice Chairman and Chief Financial Officer of USX Corporation (energy and steel business) from 1991 to 2001. | | 35 Funds 101 Portfolios | | ACE Limited (insurance company); Eastman Chemical Company (chemical); RTI International Metals, Inc. (metals); TYCO Electronics (electronics) |
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Fred G. Weiss 40 East 52nd Street New York, NY 10022 1941 | | Vice Chairman of the Board, Chairman of the Audit Committee and Director | | Since 2007 | | Managing Director, FGW Associates (consulting and investment company) since 1997; Director, Michael J. Fox Foundation for Parkinson’s Research since 2000; Director of BTG International Plc (a global technology commercialization company) from 2001 to 2007. | | 35 Funds 101 Portfolios | | Watson Pharmaceutical Inc. |
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James H. Bodurtha 40 East 52nd Street New York, NY 10022 1944 | | Director | | Since 2002 | | 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. | | 35 Funds 101 Portfolios | | None |
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Bruce R. Bond 40 East 52nd Street New York, NY 10022 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. | | 35 Funds 101 Portfolios | | None |
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Donald W. Burton 40 East 52nd Street New York, NY 10022 1944 | | Director | | Since 2007 | | Managing General Partner, The Burton Partnership, LP (an investment partnership) since 1979; Managing General Partner, The South Atlantic Venture Funds since 1983; Member of the Investment Advisory Council of the Florida State Board of Administration from 2001 to 2007. | | 35 Funds 101 Portfolios | | Knology, Inc. (telecommunications); Capital Southwest (financial) |
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Honorable Stuart E. Eizenstat 40 East 52nd Street New York, NY 10022 1943 | | Director | | Since 2007 | | Partner and Head of International Practice, Covington and Burling (law firm) since 2001; International Advisory Board Member, The Coca-Cola Company since 2002; Advisory Board Member, BT Americas (telecommunications) since 2004; Member of the Board of Directors, Chicago Climate Exchange (environmental) since 2006; Member of the International Advisory Board, GML (energy) since 2003. | | 35 Funds 101 Portfolios | | Alcatel-Lucent (telecommunications); Global Specialty Metallurgical (metallurgical industry); UPS Corporation (delivery service) |
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Kenneth A. Froot 40 East 52nd Street New York, NY 10022 1957 | | Director | | Since 2005 | | Professor, Harvard University since 1992. | | 35 Funds 101 Portfolios | | None |
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John F. O’Brien 40 East 52nd Street New York, NY 10022 1943 | | Director | | Since 2007 | | Trustee, Woods Hole Oceanographic Institute since 2003; Director, Allmerica Financial Corporation from 1995 to 2003; Director, ABIOMED from 1989 to 2006; Director, Ameresco, Inc. (energy solutions company) from 2006 to 2007. | | 35 Funds 101 Portfolios | | Cabot Corporation (chemicals); LKQ Corporation (auto parts manufacturing); TJX Companies, Inc. (retailer) |
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ANNUAL REPORT | JUNE 30, 2009 | 39 |
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Officers and Directors (continued) |
| | | | | | | | | | |
Name, Address and Year of Birth | | Position(s) Held with Trust/Fund | | Length of Time Served as a Director2 | | Principal Occupation(s) During Past Five Years | | Number of BlackRock- Advised Funds and Portfolios Overseen | | Public Directorships |
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Non-Interested Directors1 (concluded) |
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Roberta Cooper Ramo 40 East 52nd Street New York, NY 10022 1942 | | Director | | Since 2002 | | Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, P.A. (law firm) since 1993; Chairman of the Board, Cooper’s Inc. (retail) since 2000; Director of 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. | | 35 Funds 101 Portfolios | | None |
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Jean Margo Reid 40 East 52nd Street New York, NY 10022 1945 | | Director | | Since 2007 | | Self employed consultant since 2001; Director and Secretary, SCB, Inc. (holding company) since 1998; Director and Secretary, SCB Partners, Inc. (holding company) since 2000; Director, Covenant House (non-profit) from 2001 to 2004. | | 35 Funds 101 Portfolios | | None |
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David H. Walsh 40 East 52nd Street New York, NY 10022 1941 | | Director | | Since 2007 | | Director, National Museum of Wildlife Art since 2007; Director, Ruckleshaus Institute and Haub School of Natural Resources at the University of Wyoming from 2006 to 2008; Trustee, University of Wyoming Foundation since 2008; Director, The American Museum of Fly Fishing since 1997; Director, The National Audubon Society from 1998 to 2005. | | 35 Funds 101 Portfolios | | None |
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Richard R. West 40 East 52nd Street New York, NY 10022 1938 | | Director and Member of the Audit Committee | | Since 2007 | | Dean Emeritus, New York University’s Leonard N. Stern School of Business Administration since 1995. | | 35 Funds 101 Portfolios | | Bowne & Co., Inc. (financial printers); Vornado Realty Trust (real estate company); Alexander’s Inc. (real estate company) |
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| 1 | Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. |
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| 2 | Date shown is the earliest date a person has served as a director for the Trust/Fund 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 Trust/Fund board in 2007, each director first became a member of the board of directors of other legacy MLIM or legacy BlackRock Funds as follows: James H. Bodurtha, 1995; Bruce R. Bond, 2005; Donald W. Burton, 2002; Stuart E. Eizenstat, 2001; Kenneth A. Froot, 2005; Robert M. Hernandez, 1996; John F. O’Brien, 2004; Roberta Cooper Ramo, 2000; Jean Margo Reid, 2004; David H. Walsh, 2003; Fred G. Weiss, 1998; and Richard R. West, 1978. |
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40 | ANNUAL REPORT | JUNE 30, 2009 |
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Officers and Directors (continued) |
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Name, Address and Year of Birth | | Position(s) Held with Trust/Fund | | Length of Time Served as a Director | | Principal Occupation(s) During Past Five Years | | Number of BlackRock- Advised Funds and Portfolios Overseen | | Public Directorships |
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Interested Directors1 | | | | | | |
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Richard S. Davis 40 East 52nd Street New York, NY 10022 1945 | | Director | | Since 2007 | | Managing Director, BlackRock, Inc. since 2005; Chief Executive Officer, State Street Research & Management Company from 2000 to 2005; Chairman of the Board of Trustees, State Street Research Mutual Funds from 2000 to 2005; Chairman, SSR Realty from 2000 to 2004. | | 175 Funds 285 Portfolios | | None |
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Laurence D. Fink 40 East 52nd Street New York, NY 10022 1952 | | Director | | Since 2007 | | Chairman and Chief Executive Officer of BlackRock, Inc. since its formation in 1998 and of BlackRock, Inc.’s predecessor entities since 1988 and Chairman of the Executive and Management Committees; 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. | | 35 Funds 101 Portfolios | | None |
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Henry Gabbay 40 East 52nd Street New York, NY 10022 1947 | | Director | | Since 2007 | | Consultant, BlackRock, Inc. from 2007 to 2008; Managing Director, BlackRock, Inc. 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. | | 175 Funds 285 Portfolios | | None |
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| 1 | Mr. Davis and Mr. Fink are both “interested persons,” as defined in the Investment Company Act of 1940, of the Trust/Fund based on their positions with BlackRock, Inc. and its affiliates. Mr. Gabbay is an “interested person” of the Trust/Fund based on his former positions with BlackRock, Inc. and its affiliates as well as his ownership of BlackRock, Inc. and PNC Securities. Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72. |
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ANNUAL REPORT | JUNE 30, 2009 | 41 |
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Officers and Directors (concluded) |
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Name, Address and Year of Birth | | Position(s) Held with Trust/Fund | | Length of Time Served | | Principal Occupation(s) During Past Five Years |
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Trust/Fund Officers1 |
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Donald C. Burke 40 East 52nd Street New York, NY 10022 1960 | | President and Chief Executive Officer | | Since 2007 | | Managing Director of BlackRock, Inc. since 2006; Managing Director of Merrill Lynch Investment Managers, L.P. (“MLIM”) and Fund Asset Management L.P. (“FAM”) in 2006, First Vice President thereof from 1997 to 2005, Treasurer thereof from 1999 to 2006 and Vice President thereof from 1990 to 1997. |
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Anne F. Ackerley 40 East 52nd Street New York, NY 10022 1962 | | Vice President | | Since 2007 | | Managing Director of BlackRock, Inc. since 2000; Vice President of the BlackRock-advised funds from 2007 to 2009; Chief Operating Officer of BlackRock’s U.S. Retail Group since 2006; Head of BlackRock’s Mutual Fund Group from 2000 to 2006. |
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Neal J. Andrews 40 East 52nd Street New York, NY 10022 1966 | | Chief Financial Officer | | Since 2007 | | Managing Director of BlackRock, Inc. since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. (formerly PFPC Inc.) from 1992 to 2006. |
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Jay M. Fife 40 East 52nd Street New York, NY 10022 1970 | | Treasurer | | Since 2007 | | Managing Director of BlackRock, Inc. since 2007 and Director in 2006; Assistant Treasurer of the Merrill Lynch Investment Managers, L.P. (“MLIM”) and Fund Asset Management, L.P.-advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006. |
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Brian P. Kindelan 40 East 52nd Street New York, NY 10022 1959 | | Chief Compliance Officer | | Since 2007 | | Chief Compliance Officer of the BlackRock-advised funds since 2007; Managing Director and Senior Counsel of BlackRock, Inc. since 2005; Director and Senior Counsel of BlackRock Advisors, Inc. from 2001 to 2004. |
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Howard B. Surloff 40 East 52nd Street New York, NY 10022 1965 | | Secretary | | Since 2007 | | Managing Director of BlackRock, Inc. and General Counsel of U.S. Funds at BlackRock, Inc. since 2006; General Counsel (U.S.) of Goldman Sachs Asset Management, L.P. from 1993 to 2006. |
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| 1 | Officers of the Trust/Fund serve at the pleasure of the Board of Directors. |
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| Further information about the Trust/Fund Officers and Directors is available in the Funds’ Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762. |
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Investment Advisor |
BlackRock Advisors, LLC Wilmington, DE 19809 |
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Address of the Trust and Fund |
100 Bellevue Parkway Wilmington, DE 19809 |
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Custodian |
Brown Brothers Harriman & Co.2 Boston, MA 02109 |
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JPMorgan Chase Bank, N.A.3 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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Legal Counsel |
Willkie Farr & GallagherLLP New York, NY 10019 |
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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 & ToucheLLP Princeton, NJ 08540 |
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Distributor |
BlackRock Investments, LLC New York, NY 10022 |
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Effective July 31, 2009, Donald C. Burke, President and Chief Executive Officer of the Trust and Fund retired. The Trust’s and Fund’s Boards of Directors wish Mr. Burke well in his retirement.
Effective August 1, 2009, Anne F. Ackerley became President and Chief Executive Officer of the Trust and Fund, and Jeffrey Holland and Brian Schmidt became Vice Presidents of the Trust and Fund.
Effective August 1, 2009, Jean Margo Reid resigned as a Director of the Trust and Fund. The Boards wish Ms. Reid well in her future endeavors. |
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2 | For BlackRock Basic Value Principal Protected Fund |
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3 | For BlackRock Focus Value Fund, Inc. |
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42 | ANNUAL REPORT | JUNE 30, 2009 |
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Additional Information |
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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.
Electronic Delivery
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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ANNUAL REPORT | JUNE 30, 2009 | 43 |
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Additional Information (continued) |
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General 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 (202) 551-8090. The Funds’ Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.
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44 | ANNUAL REPORT | JUNE 30, 2009 |
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Additional Information (concluded) |
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Shareholder Privileges |
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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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ANNUAL REPORT | JUNE 30, 2009 | 45 |
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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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Equity Funds |
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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 Euro Fund |
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 Small Cap 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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Fixed Income Funds |
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BlackRock Bond Portfolio |
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 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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Municipal Bond Funds |
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BlackRock AMT-Free Municipal Bond Portfolio |
BlackRock California Municipal Bond Fund |
BlackRock Delaware Municipal Bond Portfolio |
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, 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) 882-0052 or from your financial advisor. The prospectus should be read carefully before investing.
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46 | ANNUAL REPORT | JUNE 30, 2009 |
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.
#BVPPFV-6/09
Item 2 – | Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. During the period covered by this report, there have been no amendments to or waivers granted under the code of ethics. A copy of the code of ethics is available without charge at www.blackrock.com. |
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Item 3 – | Audit Committee Financial Expert – The registrant’s board of directors or trustees, as applicable (the “board of directors”) has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: |
| Robert M. Hernandez |
| Fred G. Weiss |
| Richard R. West |
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| Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. |
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Item 4 – | Principal Accountant Fees and Services |
| (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 Value Fund, Inc. | $37,500 | $37,300 | $0 | $0 | $6,100 | $6,100 | $1,028 | $1,049 |
1 The nature of the services include assurance and related services reasonably related to the performance of the audit of financial statements not included in Audit Fees.
2 The nature of the services include tax compliance, tax advice and tax planning.
3 The nature of the services include a review of compliance procedures and attestation thereto.
| (e)(1) Audit Committee Pre-Approval Policies and Procedures: |
| The registrant’s audit committee (the “Committee”) has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the registrant’s affiliated service providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are a) consistent with the SEC’s auditor independence rules and b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operation or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 for all of the registrants the Committee oversees. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels. |
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| Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to one or more of its members the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels. |
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| (e)(2) None of the services described in each of Items 4(b) through (d) were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
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| (f) Not Applicable |
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| (g) Affiliates’ Aggregate Non-Audit Fees: |
Entity Name | Current Fiscal Year End | Previous Fiscal Year End |
| | |
BlackRock Focus Value Fund, Inc. | $414,628 | $412,149 |
| (h) The registrant’s audit committee has considered and determined that the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any non-affiliated sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by the registrant’s investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. |
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| Regulation S-X Rule 2-01(c)(7)(ii) – $407,500, 0% |
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Item 5 – | Audit Committee of Listed Registrants – Not Applicable |
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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. |
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Item 7 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable |
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Item 8 – | Portfolio Managers of Closed-End Management Investment Companies – Not Applicable |
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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. |
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Item 11 – | Controls and Procedures |
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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. |
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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. |
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Item 12 – | Exhibits attached hereto |
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12(a)(1) – | Code of Ethics – See Item 2 |
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12(a)(2) – | Certifications – Attached hereto |
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12(a)(3) – | Not Applicable |
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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. |
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| BlackRock Focus Value Fund, Inc. |
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| By: | /s/ Anne F. Ackerley | |
| | Anne F. Ackerley |
| | Chief Executive Officer of |
| | BlackRock Focus Value Fund, Inc. |
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| Date: August 21, 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/ Anne F. Ackerley | |
| | Anne F. Ackerley |
| | Chief Executive Officer (principal executive officer) of |
| | BlackRock Focus Value Fund, Inc. |
| |
| Date: August 21, 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: August 21, 2009 |