basicvaluefinal.htm - Generated by SEC Publisher for SEC Filing

UNITEDSTATES
SECURITIESANDEXCHANGECOMMISSION
Washington,D.C.20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-02739 and 811-10179

Name of Fund: BlackRock Basic Value Fund, Inc. and Master Basic Value LLC

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

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

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

Date of fiscal year end: 06/30/2011

Date of reporting period: 06/30/2011

Item 1 – Report to Stockholders


Table of Contents
	Page
Dear Shareholder	3
Annual Report:
Fund Summary	4
About Fund Performance	6
Disclosure of Expenses	6
Fund Financial Statements:
Statement of Assets and Liabilities	7
Statement of Operations	8
Statements of Changes in Net Assets	9
Fund Financial Highlights	10
Fund Notes to Financial Statements	13
Fund Report of Independent Registered Public Accounting Firm	16
Important Tax Information	16
Portfolio Information	17
Master LLC Financial Statements:
Schedule of Investments	18
Statement of Assets and Liabilities	21
Statement of Operations	22
Statements of Changes in Net Assets	23
Master LLC Financial Highlights	23
Master LLC Notes to Financial Statements	24
Master LLC Report of Independent Registered Public Accounting Firm	27
Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement	28
Officers and Directors	32
Additional Information	35
Mutual Fund Family	38

Dear Shareholder

The recent downgrade of US long-term debt by Standard & Poor’s marked an historic event for finan-
cial markets. Stocks tumbled in the days before and after the announcement on August 5 as investors
contemplated the pervasiveness of the lower US credit rating across asset classes and the future
direction of the global economy. BlackRock was well prepared for the possibility of a downgrade and
the firm had no need to execute any forced selling of securities in response to the S&P action.
Through periods of uncertainty, as ever, BlackRock’s full resources are dedicated to the management
of our clients’ assets.

The pages that follow reflect your mutual fund’s reporting period ended June 30, 2011.Accordingly,
the below discussion is intended to provide you with perspective on the performance of your invest-
ments during that period.

Economic conditions in the second quarter of 2011 were strikingly similar to the scenario of the
same quarter last year.The sovereign debt crisis in Europe, tightening monetary policy in China and a
global economic slowdown were again the key concerns that drove investors away from risky assets.
The second-quarter correction in 2010 was significant, but markets were revived toward the end of
the summer as positive economic news and robust corporate earnings whetted investor appetite for
yield.The global economy had finally gained traction and investor fear turned to optimism with the
anticipation of a second round of quantitative easing (“QE2”) from the US Federal Reserve Board
(the “Fed”). Stock markets rallied despite the ongoing European debt crisis and inflationary pressures
looming over emerging markets. Fixed income markets, however, saw yields move sharply upward,
pushing prices down, especially on the long end of the historically steep yield curve.While high yield
bonds benefited from the risk rally, most fixed income sectors declined in the fourth quarter.The tax-
exempt municipal market faced additional headwinds as it became evident that the Build America
Bond program would not be extended and municipal finance troubles abounded.

The new year brought spikes of volatility as political turmoil swept across the Middle East/North Africa
region and prices of oil and other commodities soared. Natural disasters in Japan disrupted industry
supply chains and concerns mounted over US debt and deficit issues. Equities quickly rebounded
from each of these events as investors chose to focus on the continuing stream of strong corporate
earnings and positive economic data. Global credit markets were surprisingly resilient in this environ-
ment and yields regained relative stability in 2011.The tax-exempt market saw relief from its head-
winds and steadily recovered from its fourth-quarter lows. Equities, commodities and high yield bonds
outpaced higher-quality assets as investors responded to the Fed’s early 2011 reaffirmation that it
will keep interest rates low.

However, longer-term headwinds had been brewing. Inflationary pressures intensified in emerging
economies, many of which were overheating, and the European debt crisis was not over. Markets were
met with a sharp reversal in May when political unrest in Greece pushed the nation closer to default-
ing on its debt.This development rekindled fears about the broader debt crisis and its further conta-
gion among peripheral European countries. Concurrently, it became evident that the pace of global
economic growth had slowed. Higher oil prices and supply chain disruptions in Japan finally caught
up with economic data. Investors pulled back from riskier assets and stocks generally declined
throughout most of May and June, but year-to-date performance in global equity markets was posi-
tive, and 12-month returns were remarkably strong. In bond markets, yields were volatile but generally
moved lower for the period as a whole (pushing prices up). Continued low short-term interest rates
kept yields on money market securities near their all-time lows.

Sincerely,

Rob Kapito
President, BlackRock Advisors, LLC

“Markets generally moved higher
despite heightened volatility
during the reporting period.”

Rob Kapito
President, BlackRock Advisors, LLC

Past performance is no guarantee of future results.
Index performance is shown for illustrative purposes only.
You cannot invest directly in an index.

Fund Summary as of June 30, 2011 BlackRock Basic Value Fund, Inc.

Investment Objective

BlackRock Basic Value Fund, Inc.’s (the “Fund”) investment objective is to seek capital appreciation and, secondarily, income by investing in securities,
primarily equity securities, that management of the Fund believes are undervalued and therefore represent basic investment value.

Portfolio Management Commentary

How did the Fund perform?
• For the 12-month period ended June 30, 2011, the Fund, through its
investment in Master Basic Value LLC (the “Master LLC”), posted double-
digit positive returns. However, the Fund underperformed its benchmark,
the Russell 1000® Value Index, and the broad-market S&P 500® Index.
The following discussion of relative performance pertains to the Russell
1000® Value Index.

What factors influenced performance?
• Stock selection was rewarding in the energy sector, where oil companies
such as Halliburton Co., Exxon Mobile Corp. and Peabody Energy Corp.
had a positive impact on performance. In financials, holdings in com-
mercial banks and insurance companies benefited returns, as did the
avoidance of Berkshire Hathaway, Inc. The materials sector also offered
positive contributors, including Alcoa, Inc. The Master LLC’s underweight
allocation (relative to the Russell 1000® Value Index composition) to
the utilities sector proved beneficial. Within industrials, exposure to the
construction & engineering, industrial conglomerates and aerospace
& defense industries enhanced performance. Holdings in Fluor Corp.
and Honeywell International, Inc. were particularly rewarding.

• The Master LLC’s holdings in the information technology (IT) sector
detracted from relative performance. In particular, exposure to computers
& peripherals, electronic equipment and semiconductors through hold-
ings such as Hewlett-Packard Co., Micron Technology, Inc. and Intel Corp.
had a negative impact. In consumer staples, stock selection among food
products companies disappointed. Wireless telecommunication services
holdings such as Sprint Nextel Corp. and Verizon Communications, Inc.
also did not perform as anticipated.

Describe recent portfolio activity.
• During the 12-month period, we increased exposure to the health
care sector with the addition of Amgen, Inc., Medtronic, Inc., Baxter
International, Inc. and Aetna, Inc. New positions in other sectors
included Aflac, Inc., Delta Airlines, Inc., Jacobs Engineering Group, Inc.,
Lockheed Martin Corp., General Motors Co., Micron Technology, Inc.,
Corning, Inc., Archer-Daniels-Midland Co. and CVS Caremark Corp.
Meanwhile, we reduced exposure to energy, consumer staples, IT and
consumer discretionary. Notable sales during the period included
Occidental Petroleum Corp., Hewlett-Packard Co., Intel Corp. and LAM
Research Corp.

Describe portfolio positioning at period end.
• Relative to the Russell 1000® Value Index, the Master LLC ended
the period overweight in IT, materials, health care and industrials;
underweight in financials, utilities, consumer discretionary and tele-
communication services; and neutral in consumer staples and energy.

• The economy has improved, but trails the level of growth typically seen
at this point in the economic cycle. Unemployment remains high, state,
local and federal budget deficits are worrisome, and the financial system
is still fragile. Meanwhile, political turmoil in the Middle East and North
Africa has impacted oil prices and natural disasters in Japan have dis-
rupted supply chains. These concerns are somewhat off-set by improving
consumer confidence, continued reasonable valuations in equity mar-
kets, cash-heavy US corporate balance sheets and a more business-
friendly tone from Washington, DC. Given this backdrop, the Master LLC
maintains cyclical exposure through its IT holdings, balanced with more
defensive positions in consumer staples and health care. We favor
large-cap companies and companies that have a greater exposure to
global growth.

• On March 18, 2011, the Board of Directors of the Fund approved a plan
of reorganization whereby the Fund will acquire substantially all of the
assets and assume certain stated liabilities of BlackRock Focus Value
Fund, Inc. (“Focus Value Fund”) in exchange for newly issued shares of
the Fund. At a shareholder meeting on August 25, 2011, shareholders of
the Focus Value Fund approved the plan of reorganization.

The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changesin market, economic or other conditions.
These views are not intended to be a forecast of future events and are no guarantee of future results.

¹Assuming maximum sales charge, transaction costs and other operating expenses, including investment advisory and administration fees, if
any. Institutional Shares do not have a sales charge.
²The Fund invests all of its assets in the Master LLC. The Master LLC invests primarily in equity securities, that management of the Master LLC
believes are undervalued, which means that their prices are less than management of the Master LLC believes they are worth.
³This unmanaged index covers 500 industrial, utility, transportation and financial companies of the US markets (mostly New YorkStock
Exchange (“NYSE”) issues) representing about 75% of NYSE market capitalization and 30% of NYSE issues.
⁴This index is a subset of the Russell ^{_{1000® Index that consists of those Russell 1000® securities with lower price-to-book ratios and lower forecasted growth values.}}

⁵Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund
Performance” on page 6 for a detailed description of share classes, including any related sales charges and fees.
N/A — Not applicable as share class and index do not have a sales charge.
Past performance is not indicative of future results.

About Fund Performance

• Institutional Shares are not subject to any sales charge. Institutional
Shares bear no ongoing distribution or service fees and are available
only to eligible investors.
• Investor A Shares incur a maximum initial sales charge (front-end load)
of 5.25% and a service fee of 0.25% per year (but no distribution fee).
• Investor B Shares are subject to a maximum contingent deferred sales
charge of 4.50% declining to 0% after six years. In addition, Investor B
Shares are subject to a distribution fee of 0.75% per year and a service
fee of 0.25% per year. These shares automatically convert to Investor A
Shares after approximately eight years. (There is no initial sales charge
for automatic share conversions.) All returns for periods greater than
eight years reflect this conversion. Investor B Shares of the Fund are
only available through exchanges, dividend reinvestment by existing
shareholders or for purchase by certain qualified employee
benefit plans.
• Investor C Shares are subject to 1% contingent deferred sales charge
if redeemed within one year of purchase. In addition, Investor C Shares
are subject to a distribution fee of 0.75% and a service fee of 0.25%
per year.

• Class R Shares do not incur a maximum initial sales charge (front-end
load) or deferred sales charge. These shares are subject to a distribution
fee of 0.25% per year and a service fee of 0.25% per year. Class R
Shares are available only to certain retirement plans. Prior to January 3,
2003, Class R Share performance results are those of Institutional
Shares (which have no distribution or service fees) restated to reflect
Class R Share fees.

Performance information reflects past performance and does not guar-
antee future results. Current performance may be lower or higher than the
performance data quoted. Refer to www.blackrock.com/funds to obtain
performance data current to the most recent month end. Performance
results do not reflect the deduction of taxes that a shareholder would
pay on fund distributions or the redemption of fund shares. Figures
shown in the performance table on the previous page assume reinvest-
ment of all dividends and capital gain distributions, if any, at net asset
value on the ex-dividend date. Investment return and principal value of
shares will fluctuate so that shares, when redeemed, may be worth more
or less than their original cost. Dividends paid to each class of shares will
vary because of the different levels of service, distribution and transfer
agency fees applicable to each class, which are deducted from the
income available to be paid to shareholders.

Disclosure of Expenses

Shareholders of this Fund may incur the following charges: (a) expenses
related to transactions, including sales charges and exchange fees; and
(b) operating expenses including advisory fees, service and distribution
fees, including 12b-1 fees, and other Fund expenses. The expense
example shown below (which is based on a hypothetical investment of
$1,000 invested on January 1, 2011 and held through June 30, 2011)
is intended to assist shareholders both in calculating expenses based on
an investment in the Fund and in comparing these expenses with similar
costs of investing in other mutual funds.

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

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

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

¹For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average accountvalue over the period, multiplied by 181/365
(to reflect the one-half year period shown). Because the Fund is a feeder fund, the expense table example reflects the expensesof both the Fund and the Master LLC in which
it invests.
²Hypothetical 5% annual return before expenses is calculated by pro rating the number of days in the most recent fiscal half year divided by 365.


Statement of Assets and Liabilities	BlackRock Basic Value Fund, Inc.
June 30, 2011
Assets
Investments at value — Master Basic Value LLC (the “Master LLC”) (cost — $3,602,583,743)		$ 4,771,677,588
Withdrawals receivable from the Master LLC		5,056,370
Capital shares sold receivable		4,791,486
Prepaid expenses		17,062
Total assets		4,781,542,506
Liabilities
Capital shares redeemed payable		9,847,856
Service and distribution fees payable		785,697
Other affiliates payable		26,062
Officer’s fees payable		3,519
Other accrued expenses payable		1,151,603
Total liabilities		11,814,737
Net Assets		$ 4,769,727,769
Net Assets Consist of
Paid-in capital		3,663,817,810
Undistributed net investment income		31,232,577
Accumulated net realized loss allocated from the Master LLC		(94,416,463)
Net unrealized appreciation/depreciation allocated from the Master LLC		1,169,093,845
Net Assets		$ 4,769,727,769
Net Asset Value
Institutional — Based on net assets of $2,552,925,905 and 94,757,227 shares outstanding, 400 million shares authorized, $0.10 par value		$ 26.94
Investor A — Based on net assets of $1,652,158,739 and 61,767,306 shares outstanding, 200 million shares authorized, $0.10 parvalue		$ 26.75
Investor B — Based on net assets of $75,481,014 and 2,873,021 shares outstanding, 400 million shares authorized, $0.10 par value		$ 26.27
Investor C — Based on net assets of $465,007,390 and 18,581,062 shares outstanding, 200 million shares authorized, $0.10 par value		$ 25.03
Class R — Based on net assets of $24,154,721 and 932,779 shares outstanding, 400 million shares authorized, $0.10 par value		$ 25.90


Statement of Operations			BlackRock Basic Value Fund, Inc.
Year Ended June 30, 2011
Investment Income
Net investment income allocated from the Master LLC:
Dividends			$ 98,784,426
Foreign taxes withheld			(710,120)
Securities lending — affiliated			167,774
Dividends — affiliated			61,868
Expenses			(20,050,242)
Fees waived			25,870
Total income			78,279,576
Expenses
Service — Investor A			4,121,943
Service and distribution — Investor B			917,212
Service and distribution — Investor C			4,652,995
Service and distribution — Class R			123,712
Transfer agent — Institutional			2,528,555
Transfer agent — Investor A			2,476,763
Transfer agent — Investor B			335,767
Transfer agent — Investor C			1,016,412
Transfer agent — Class R			72,472
Printing			205,219
Registration			103,431
Professional			74,287
Officer			4,528
Miscellaneous			31,849
Total expenses			16,665,145
Net investment income			61,614,431
Realized and Unrealized Gain Allocated from the Master LLC
Net realized gain from investments			512,539,886
Net change in unrealized appreciation/depreciation on investments			532,564,108
Total realized and unrealized gain			1,045,103,994
Net Increase in Net Assets Resulting from Operations			$ 1,106,718,425


Statements of Changes in Net Assets	BlackRock Basic Value Fund, Inc.
	Year Ended June 30,
Increase (Decrease) in Net Assets:	2011	2010
Operations
Net investment income	$ 61,614,431	$ 71,226,921
Net realized gain	512,539,886	123,648,030
Net change in unrealized appreciation/depreciation	532,564,108	343,495,707
Net increase in net assets resulting from operations	1,106,718,425	538,370,658
Dividends to Shareholders From
Net investment income:
Institutional	(40,230,227)	(41,476,697)
Investor A	(21,399,545)	(29,906,916)
Investor B	(132,042)	(1,032,003)
Investor C	(2,950,050)	(5,255,684)
Class R	(288,850)	(328,911)
Net decrease in net assets resulting from dividends to shareholders	(65,000,714)	(78,000,211)
Capital Share Transactions
Net decrease in net assets derived from capital share transactions	(225,379,727)	(243,757,942)
Net Assets
Total increase in net assets	816,337,984	216,612,505
Beginning of year	3,953,389,785	3,736,777,280
End of year	$4,769,727,769	$3,953,389,785
Undistributed net investment income	$ 31,232,577	$ 34,618,860


Financial Highlights										BlackRock Basic Value Fund, Inc.
				Institutional						Investor A
			Year Ended June 30,						Year Ended June 30,
		2011	2010	2009		2008	2007	2011	2010	2009		2008	2007
Per Share Operating Performance
Net asset value, beginning
of year	$ 21.27		$ 18.99	$ 26.12	$ 33.96		$ 32.87	$ 21.12	$ 18.86	$ 25.94	$ 33.78		$ 32.69
Net investment income¹		0.40	0.43	0.50		0.54	0.55	0.32	0.36	0.44		0.45	0.46
Net realized and unrealized
gain (loss)		5.68	2.31	(6.60)		(6.28)	6.98	5.64	2.30	(6.56)		(6.24)	6.95
Net increase (decrease) from
investment operations		6.08	2.74	(6.10)		(5.74)	7.53	5.96	2.66	(6.12)		(5.79)	7.41
Dividends and
distributions from:
Net investment income .		(0.41)	(0.46)	(0.57)		(0.28)	(0.80)	(0.33)	(0.40)	(0.50)		(0.23)	(0.68)
Net realized gain		—	—	(0.46)		(1.82)	(5.64)	—	—	(0.46)		(1.82)	(5.64)
Total dividends and
distributions		(0.41)	(0.46)	(1.03)		(2.10)	(6.44)	(0.33)	(0.40)	(0.96)		(2.05)	(6.32)
Net asset value, end
of year	$ 26.94		$ 21.27	$ 18.99	$ 26.12		$ 33.96	$ 26.75	$ 21.12	$ 18.86	$ 25.94		$ 33.78
Total Investment Return²
Based on net asset value		28.76%	14.28%	(23.67)%		(17.84)%	25.11%	28.36%	13.97%	(23.93)%		(18.08)%	24.81%
Ratios to Average Net Assets³
Total expenses		0.55%⁴	0.55%	0.58%		0.53%	0.54%	0.84%⁴	0.86%	0.89%		0.82%	0.80%
Net investment income		1.57%⁴	1.93%	2.54%		1.76%	1.63%	1.28%⁴	1.62%	2.24%		1.48%	1.37%
Supplemental Data
Net assets, end of
year (000)	$ 2,552,926 $ 1,956,794			$1,747,444	$2,721,795		$4,071,437	$1,652,159	$1,461,423	$1,388,725	$2,026,095		$2,759,567
Portfolio turnover of
the Master LLC		64%	48%	38%		45%	31%	64%	48%	38%		45%	31%

¹Based on average shares outstanding.
²Where applicable, total investment returns exclude the effect of any sales charges and include the reinvestment of dividends and distributions.
³Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income.
⁴Includes the Fund’s share of the Master LLC’s allocated fees waived of less than 0.01%.


Financial Highlights (continued)											BlackRock Basic Value Fund, Inc.
				Investor B							Investor C
			Year Ended June 30,							Year Ended June 30,
		2011	2010	2009			2008	2007	2011	2010	2009		2008	2007
Per Share Operating Performance
Net asset value, beginning
of year	$ 20.69		$ 18.45	$ 25.30		$ 33.10		$ 32.00	$ 19.78	$ 17.70	$ 24.37	$ 31.97		$ 31.15
Net investment income¹		0.08	0.16		0.26		0.19	0.19	0.11	0.17	0.26		0.19	0.19
Net realized and unrealized
gain (loss)		5.53	2.23		(6.41)		(6.10)	6.80	5.29	2.15	(6.17)		(5.87)	6.60
Net increase (decrease) from
investment operations		5.61	2.39		(6.15)		(5.91)	6.99	5.40	2.32	(5.91)		(5.68)	6.79
Dividends and
distributions from:
Net investment income	.	(0.03)	(0.15)		(0.24)		(0.07)	(0.25)	(0.15)	(0.24)	(0.30)		(0.10)	(0.33)
Net realized gain		—	—		(0.46)		(1.82)	(5.64)	—	—	(0.46)		(1.82)	(5.64)
Total dividends and
distributions		(0.03)	(0.15)		(0.70)		(1.89)	(5.89)	(0.15)	(0.24)	(0.76)		(1.92)	(5.97)
Net asset value, end
of year	$ 26.27		$20.69	$ 18.45		$ 25.30		$ 33.10	$ 25.03	$ 19.78	$ 17.70	$ 24.37		$ 31.97
Total Investment Return²
Based on net asset value		27.15%	12.88%		(24.60)%		(18.76)%	23.82%	27.36%	13.01%	(24.57)%		(18.71)%	23.83%
Ratios to Average Net Assets³
Total expenses		1.81%⁴	1.79%		1.79%		1.66%	1.59%	1.66%⁴	1.68%	1.72%		1.62%	1.58%
Net investment income		0.32%⁴	0.73%		1.34%		0.62%	0.59%	0.46%⁴	0.80%	1.40%		0.68%	0.59%
Supplemental Data
Net assets, end of
year (000)	$ 75,481		$ 101,508	$ 168,115		$ 389,812		$ 729,334	$ 465,007	$ 413,806	$ 413,576	$ 675,654		$ 906,972
Portfolio turnover of
the Master LLC		64%	48%		38%		45%	31%	64%	48%	38%		45%	31%


Financial Highlights (concluded)			BlackRock Basic Value Fund, Inc.
			Class R
		Year Ended June 30,
	2011	2010	2009		2008	2007
Per Share Operating Performance
Net asset value, beginning of year	$ 20.48	$ 18.31	$ 25.19	$ 32.92		$ 31.98
Net investment income¹	0.23	0.27	0.35		0.33	0.35
Net realized and unrealized gain (loss)	5.46	2.23	(6.37)		(6.06)	6.79
Net increase (decrease) from investment operations	5.69	2.50	(6.02)		(5.73)	7.14
Dividends and distributions from:
Net investment income	(0.27)	(0.33)	(0.40)		(0.18)	(0.56)
Net realized gain	—	—	(0.46)		(1.82)	(5.64)
Total dividends and distributions	(0.27)	(0.33)	(0.86)		(2.00)	(6.20)
Net asset value, end of year	$ 25.90	$ 20.48	$ 18.31	$ 25.19		$ 32.92
Total Investment Return²
Based on net asset value	27.89%	13.51%	(24.21)%		(18.37)%	24.46%
Ratios to Average Net Assets³
Total expenses	1.23%⁴	1.22%	1.29%		1.18%	1.09%
Net investment income	0.93%⁴	1.27%	1.83%		1.12%	1.08%
Supplemental Data
Net assets, end of year (000)	$ 24,155	$ 19,858	$ 18,918	$ 27,849		$ 39,143
Portfolio turnover of the Master LLC	64%	48%	38%		45%	31%

¹Based on average shares outstanding.
²Where applicable, total investment returns include the reinvestment of dividends and distributions.
³Includes the Fund’s share of the Master LLC’s allocated expenses and/or net investment income.
⁴Includes the Fund’s share of the Master LLC’s allocated fees waived of less than 0.01%.

1. Organization and Significant Accounting Policies:
BlackRock Basic Value Fund, Inc. (the “Fund”) is registered under the
Investment Company Act of 1940, as amended (the “1940 Act”), as a
diversified, open-end management investment company. The Fund seeks
to achieve its investment objective by investing all of its assets in Master
Basic Value LLC (the “Master LLC”), which has the same investment
objective and strategies as the Fund. The Fund is organized as a
Maryland corporation. The value of the Fund's investment in the Master
LLC reflects the Fund's proportionate interest in the net assets of the
Master LLC. The performance of the Fund is directly affected by the per-
formance of the Master LLC. The percentage of the Master LLC owned
by the Fund at June 30, 2011 was 99.4%. The financial statements
of the Master LLC, including the Schedule of Investments, are included
elsewhere in this report and should be read in conjunction with the
Fund’s financial statements. The Fund’s financial statements are pre-
pared in conformity with accounting principles generally accepted in the
United States of America ("US GAAP"), which may require management
to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ
from those estimates. The Fund offers multiple classes of shares.
Institutional Shares are sold without a sales charge and only to certain
eligible investors. Investor A Shares are generally sold with a front-end
sales charge. Investor B and Investor C Shares may be subject to a
contingent deferred sales charge. Class R Shares are sold without a
sales charge and only to certain retirement and other similar plans. All
classes of shares have identical voting, dividend, liquidation and other
rights and the same terms and conditions, except that Investor A,
Investor B, Investor C and Class R Shares bear certain expenses related
to the shareholder servicing of such shares, and Investor B, Investor C
and Class R Shares also bear certain expenses related to the distribu-
tion of such shares. Investor B Shares automatically convert to Investor
A Shares after approximately eight years. Investor B Shares are only
available through exchanges, dividend reinvestment by existing share-
holders or for purchase by certain qualified employee benefit plans.
Each class has exclusive voting rights with respect to matters relating
to its shareholder servicing and distribution expenditures (except that
Investor B shareholders may vote on material changes to the Investor A
distribution plan).

Reorganization: On March 18, 2011, the Board of Directors of the
Fund approved a plan of reorganization, whereby the Fund will acquire
substantially all of the assets and assume certain stated liabilities of
BlackRock Focus Value Fund, Inc. (“Focus Value Fund”) in exchange
for newly issued shares of the Fund.

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

Valuation: US GAAP defines fair value as the price the Fund would
receive to sell an asset or pay to transfer a liability in an orderly
transaction between market participants at the measurement date. The
Fund’s policy is to fair value its financial instruments at market value.
The Fund records its investment in the Master LLC at fair value based on
the Fund’s proportionate interest in the net assets of the Master LLC.
Valuation of securities held by the Master LLC, is discussed in Note 1 of
the Master LLC’s Notes to Financial Statements, which are included else-
where in this report.

Investment Transactions and Investment Income: For financial reporting
purposes, contributions to and withdrawals from the Master LLC are
accounted for on a trade date basis. The Fund records daily its propor-
tionate share of the Master LLC’s income, expenses and realized and
unrealized gains and losses. In addition, the Fund accrues its own
expenses. Income, expenses, and realized and unrealized gains and
losses are allocated daily to each class based on its relative net assets.

Dividends and Distributions: Dividends and distributions paid by the
Fund are recorded on the ex-dividend dates. The amount and timing of
dividends and distributions are determined in accordance with federal
income tax regulations, which may differ from US GAAP.

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

The Fund files US federal and various state and local tax returns. No
income tax returns are currently under examination. The statute of
limitations on the Fund’s US federal tax returns remains open for each
of the four years ended June 30, 2011. The statutes of limitations on the
Fund's state and local tax returns may remain open for an additional
year depending upon the jurisdiction. Management does not believe
there are any uncertain tax positions that require recognition of a
tax liability.

Other: Expenses directly related to the Fund or its classes are charged to
the Fund or class. Other operating expenses shared by several funds are
pro rated among those funds on the basis of relative net assets or other
appropriate methods. Other expenses of the Fund are allocated daily to
each class based on its relative net assets.

2. Administration Agreement and Other Transactions
with Affiliates:
The PNC Financial Services Group, Inc. ("PNC") and Barclays Bank
PLC (“Barclays”) are the largest stockholders of BlackRock, Inc.
("BlackRock"). Due to the ownership structure, PNC is an affiliate of
the Fund for 1940 Act purposes, but Barclays is not.

The Fund entered into an Administration Agreement with BlackRock
Advisors, LLC (the “Administrator”), an indirect, wholly owned subsidiary

of BlackRock, to provide administrative services (other than investment
advice and related portfolio activities). Currently the Fund pays the
Administrator no fees pursuant to the agreement. The Fund does not
pay an investment advisory fee or investment management fee.

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

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

For the year ended June 30, 2011, affiliates earned underwriting
discounts, direct commissions and dealer concessions on sales of
the Fund’s Investor A Shares, which totaled $62,182.

For the year ended June 30, 2011, affiliates received the following con-
tingent deferred sales charges relating to transactions in Investor B and
Investor C Shares:

Furthermore, affiliates received contingent deferred sale charges of
$1,455 relating to transactions subject to front-end sales charge waivers
on Investor A Shares.

The Administrator maintains a call center, which is responsible for provid-
ing certain shareholder services to the Fund, such as responding to
shareholder inquiries and processing transactions based upon instruc-
tions from shareholders with respect to the subscription and redemption
of Fund shares. For the year ended June 30, 2011, the Fund reimbursed
the Administrator the following amounts for costs incurred in running the
call center, which are included in transfer agent — class specific in the
Statement of Operations:

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

3. Income Tax information:
The tax character of distributions paid during the fiscal years ended June
30, 2011 and June 30, 2010 was as follows:

As of June 30, 2011, the tax components of accumulated net earnings
were as follows:

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

As of June 30, 2011, the Fund had capital loss carryforwards
available to offset future realized capital gains through the indicated
expiration dates:

Under the recently enacted Regulated Investment Company
Modernization Act of 2010, capital losses incurred by the Fund after
June 30, 2011 will not be subject to expiration. In addition, these
losses must be utilized prior to the losses incurred in pre-enactment
taxable years.

4. Capital Share Transactions:
Transactions in capital shares for each class were as follows:


	Year Ended			Year Ended
	June 30, 2011			June 30, 2010
	Shares		Amount	Shares		Amount
Institutional
Shares sold	25,664,034	$ 640,026,594		15,085,675	$ 342,973,218
Shares issued to shareholders in reinvestment of dividends	315,771		7,783,747	1,661,823		37,724,578
Total issued	25,979,805		647,810,341	16,747,498		380,697,796
Shares redeemed	(23,206,150)		(586,598,633)	(16,789,471)		(379,459,975)
Net increase (decrease)	2,773,655	$ 61,211,708		(41,973)	$ 1,237,821
Investor A
Shares sold and automatic conversion of shares	10,647,181	$ 272,625,680		14,106,684	$ 316,136,899
Shares issued to shareholders in reinvestment of dividends	122,027		2,990,893	1,211,107		27,334,997
Total issued	10,769,208		275,616,573	15,317,791		343,471,896
Shares redeemed	(18,207,986)		(456,463,030)	(19,736,172)		(444,119,558)
Net decrease	(7,438,778)	$ (180,846,457)		(4,418,381)	$ (100,647,662)
Investor B
Shares sold	236,805	$ 5,840,044		481,054	$ 10,503,230
Shares issued to shareholders in reinvestment of dividends	458		11,088	42,111		936,132
Total issued	237,263		5,851,132	523,165		11,439,362
Shares redeemed and automatic conversion of shares	(2,269,525)		(55,234,028)	(4,730,521)		(103,100,199)
Net decrease	(2,032,262)	$ (49,382,896)		(4,207,356)	$ (91,660,837)
Investor C
Shares sold	1,997,294	$ 47,352,774		2,055,828	$ 43,471,351
Shares issued to shareholders in reinvestment of dividends	12,234		281,869	222,093		4,717,356
Total issued	2,009,528		47,634,643	2,277,921		48,188,707
Shares redeemed	(4,345,976)		(102,548,496)	(4,724,884)		(99,500,217)
Net decrease	(2,336,448)	$ (54,913,853)		(2,446,963)	$ (51,311,510)
Class R
Shares sold	490,355	$ 11,891,407		353,135	$ 7,659,231
Shares issued to shareholders in reinvestment of dividends	2,314		55,035	14,996		328,854
Total issued	492,669		11,946,442	368,131		7,988,085
Shares redeemed	(529,573)		(13,394,671)	(431,926)		(9,363,839)
Net decrease	(36,904)	$ (1,448,229)		(63,795)	$ (1,375,754)

5. Subsequent Events:
Management’s evaluation of the impact of all subsequent events on the Fund’s financial statements was completed through the date the financial
statements were issued and the following items were noted:

At a shareholder meeting on August 25, 2011, shareholders of the Focus Value Fund approved the plan of reorganization discussedin Note 1.

Report of Independent Registered Public Accounting Firm BlackRock Basic Value Fund, Inc.

To the Shareholders and Board of Directors
of BlackRock Basic Value Fund, Inc.:

We have audited the accompanying statement of assets and liabilities
of BlackRock Basic Value Fund, Inc. (the “Fund”) as of June 30, 2011,
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. These financial statements and financial high-
lights are the responsibility of the Fund’s management. Our responsibility
is to express an opinion on these financial statements and financial
highlights based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assur-
ance about whether the financial statements and financial highlights are
free of material misstatement. The Fund is not required to have, nor were
we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Fund’s internal control over finan-
cial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
BlackRock Basic Value Fund, Inc. as of June 30, 2011, the results of its
operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial high-
lights for each of the five years in the period then ended, in conformity
with accounting principles generally accepted in the United States of
America.

Deloitte & Touche LLP
Boston, Massachusetts
August 25, 2011

The entire amount of the ordinary income distribution paid by BlackRock Basic Value Fund, Inc. during the fiscal year ended June 30, 2011 qualifies
for the dividends received deduction for corporations and consists entirely of qualified dividend income for individuals.

Schedule of Investments June 30, 2011 Master Basic Value LLC
(Percentages shown are based on Net Assets)


Common Stocks	Shares	Value
Above-Average Yield* — 39.7%
Aerospace & Defense — 1.5%
Honeywell International, Inc.	1,206,400	$ 71,889,376
Capital Markets — 1.1%
The Bank of New York Mellon Corp.	2,022,500	51,816,450
Chemicals — 1.8%
E.I. du Pont de Nemours & Co.	1,628,700	88,031,235
Commercial Banks — 1.1%
U.S. Bancorp	1,968,000	50,203,680
Diversified Financial Services — 3.6%
JPMorgan Chase & Co.	4,167,100	170,601,074
Diversified Telecommunication Services — 2.6%
AT&T, Inc.	2,293,200	72,029,412
Verizon Communications, Inc.	1,384,300	51,537,489
		123,566,901
Electric Utilities — 1.5%
The Southern Co.	1,819,300	73,463,334
Food Products — 0.5%
General Mills, Inc.	634,300	23,608,646
Industrial Conglomerates — 4.7%
General Electric Co.	6,304,600	118,904,756
Tyco International Ltd.	2,196,725	108,584,117
		227,488,873
Metals & Mining — 1.4%
Alcoa, Inc.	4,219,700	66,924,442
Multi-Utilities — 1.6%
Dominion Resources, Inc.	1,590,098	76,754,030
Oil, Gas & Consumable Fuels — 5.7%
Chevron Corp.	399,500	41,084,580
Exxon Mobil Corp.	1,779,000	144,775,020
Marathon Oil Corp.	1,705,800	89,861,544
		275,721,144
Pharmaceuticals — 8.7%
Bristol-Myers Squibb Co.	904,091	26,182,475
Eli Lilly & Co.	1,552,100	58,250,313
Johnson & Johnson	846,200	56,289,224
Merck & Co., Inc.	3,891,716	137,338,658
Pfizer, Inc.	6,833,570	140,771,542
		418,832,212
Software — 3.9%
Microsoft Corp.	7,132,400	185,442,400
Total Above-Average Yield		1,904,343,797


Common Stocks	Shares	Value
Below-Average Price/Earnings Ratio* — 21.8%
Aerospace & Defense — 0.9%
Northrop Grumman Corp.	646,900	$ 44,862,515
Capital Markets — 0.5%
Morgan Stanley	1,045,800	24,063,858
Diversified Financial Services — 4.1%
Bank of America Corp.	5,464,314	$59,888,881
Citigroup, Inc.	3,259,050	135,706,842
		195,595,723
Energy Equipment & Services — 1.5%
Noble Corp.	1,836,800	72,388,288
Food Products — 2.8%
Unilever NV - ADR	4,141,300	136,041,705
Insurance — 7.7%
ACE Ltd.	1,133,300	74,593,806
MetLife, Inc.	2,934,540	128,738,270
Prudential Financial, Inc.	990,100	62,960,459
The Travelers Cos., Inc.	1,794,076	104,738,157
		371,030,692
Media — 1.9%
Viacom, Inc., Class B	1,780,700	90,815,700
Metals & Mining — 1.0%
Nucor Corp.	1,151,800	47,477,196
Oil, Gas & Consumable Fuels — 1.4%
Devon Energy Corp.	823,100	64,868,511
Total Below-Average Price/Earnings Ratio		1,047,144,188
Low Price-to-Book Value* — 12.7%
Aerospace & Defense — 0.8%
Raytheon Co.	785,094	39,136,936
Commercial Banks — 2.3%
Wells Fargo & Co.	4,029,600	113,070,576
Energy Equipment & Services — 1.0%
Halliburton Co.	968,600	49,398,600
Household Products — 1.2%
Kimberly-Clark Corp.	873,000	58,106,880
Insurance — 0.9%
Hartford Financial Services Group, Inc.	1,617,000	42,640,290
Media — 2.0%
Comcast Corp., Special Class A	3,055,600	74,037,188
Walt Disney Co.	550,000	21,472,000
		95,509,188
Metals & Mining — 1.1%
United States Steel Corp.	1,125,700	51,827,228
Semiconductors & Semiconductor Equipment — 3.4%
LSI Corp. (a)	14,172,415	100,907,595
Micron Technology, Inc. (a)	8,253,300	61,734,684
		162,642,279
Total Low Price-to-Book Value		612,331,977

Schedule of Investments (continued) Master Basic Value LLC
(Percentages shown are based on Net Assets)


Common Stocks	Shares	Value
Price-to-Cash Flow* — 8.8%
Communications Equipment — 1.0%
Motorola Mobility Holdings, Inc. (a)	2,064,584	$ 45,503,431
Construction & Engineering — 1.4%
Jacobs Engineering Group, Inc. (a)	1,572,000	67,989,000
Food & Staples Retailing — 2.0%
CVS Caremark Corp.	694,200	26,088,036
The Kroger Co.	2,879,100	71,401,680
		97,489,716
IT Services — 1.0%
Western Union Co./The	2,450,800	49,089,524
Media — 1.3%
Time Warner, Inc.	1,681,566	61,158,556
Oil, Gas & Consumable Fuels — 2.1%
Hess Corp.	595,000	44,482,200
Newfield Exploration Co. (a)	73,600	5,006,272
Peabody Energy Corp.	849,900	50,067,609
		99,556,081
Total Price-to-Cash Flow		420,786,308
Price-to-Earnings Per Share* — 14.5%
Aerospace & Defense — 1.0%
Lockheed Martin Corp.	575,900	46,630,623
Airlines — 1.0%
Delta Air Lines, Inc. (a)	5,141,100	47,143,887
Automobiles — 1.3%
General Motors Co. (a)	2,080,900	63,176,124
Biotechnology — 1.6%
Amgen, Inc. (a)	1,314,400	76,695,240
Electronic Equipment, Instruments & Components — 1.7%
Corning, Inc.	4,533,000	82,273,950
Energy Equipment & Services — 1.1%
Ensco Plc	990,800	52,809,640
Food Products — 1.1%
Archer-Daniels-Midland Co.	1,742,900	52,548,435
Health Care Equipment & Supplies — 3.1%
Baxter International, Inc.	1,242,000	74,134,980
Medtronic, Inc.	1,973,900	76,054,367
		150,189,347
Health Care Providers & Services — 0.9%
Aetna, Inc.	1,021,200	45,024,708
Insurance — 1.7%
Aflac, Inc.	1,215,800	56,753,544
Lincoln National Corp.	841,700	23,980,033
		80,733,577
Total Price-to-Earnings Per Share		697,225,531

* Classification is unaudited.
**The cost and unrealized appreciation (depreciation) of investments as of June
30, 2011, as computed for federal income tax purposes, were as follows:

(a) Non-income producing security.
• Investments in companies considered to be an affiliate of the Master LLC during
the year, for purposes of Section 2(a)(3) of the investment Company Act of
1940, as amended, were as follows:

• For Master LLC compliance purposes, the Master LLC’s industry classifications
refer to any one or more of the industry sub-classifications used by one or more
widely recognized market indexes or rating group indexes, and/or as defined by
Master LLC management. These definitions may not apply for purposes of this
report, which may combine such industry sub-classifications for reporting ease.

• Fair Value Measurements—Various inputs are used in determining the fair value
of investments. These inputs are categorized in three broad levels for financial
statement purposes as follows:
• Level 1—price quotations in active markets/exchanges for identical assets
and liabilities
• Level 2—other observable inputs (including, but not limited to: quoted prices
for similar assets or liabilities in markets that are active, quoted prices for
identical or similar assets or liabilities in markets that are not active, inputs
other than quoted prices that are observable for the assets or liabilities
(such as interest rates, yield curves, volatilities, prepayment speeds, loss
severities, credit risks and default rates) or other market-corroborated inputs)
• Level 3—unobservable inputs based on the best information available in the
circumstances, to the extent observable inputs are not available (including
the fund’s own assumptions used in determining the fair value of investments
and derivatives financial instruments)

The categorization of a value determined for investments is based on the pricing
transparency of the investment and does not necessarily correspond to the
Master LLC’s perceived risk of investing in those securities.

For information about the Master LLC’s policy regarding valuation of investments
and other significant accounting policies, please refer to Note 1 of the Notes to
Financial Statements.

The following table summarizes the inputs used as of June 30, 2011 in
determining the fair valuation of the Master LLC’s investments:

1. Organization and Significant Accounting Policies:
Master Basic Value LLC (the “Master LLC”) is registered under the
Investment Company Act of 1940, as amended (the “1940 Act”), and is
organized as a Delaware limited liability company. The Limited Liability
Company Agreement permits the Board of Directors of the Master LCC
(the “Board”) to issue non-transferable interests in the Master LLC, sub-
ject to certain limitations. The Master LLC’s financial statements are pre-
pared in conformity with accounting principles generally accepted in the
United States of America (“US GAAP”), which may require management
to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ
from those estimates.

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

Valuation: US GAAP defines fair value as the price the Master LLC would
receive to sell an asset or pay to transfer a liability in an orderly transac-
tion between market participants at the measurement date. The Master
LLC fair values its financial instruments at market value using independ-
ent dealers or pricing services under policies approved by the Board.
Equity investments traded on a recognized securities exchange or the
NASDAQ Global Market System ("NASDAQ") are valued at the last
reported sale price that day or the NASDAQ official closing price, if appli-
cable. For equity investments traded on more than one exchange, the
last reported sale price on the exchange where the stock is primarily
traded is used. Equity investments traded on a recognized exchange for
which there were no sales on that day are valued at the last available
bid (long positions) or ask (short positions) price. If no bid or ask price
is available, the prior day’s price will be used, unless it is determined
that such prior day’s price no longer reflects the fair value of the security.
Investments in open-end registered investment companies are valued at
net asset value each business day. Short-term securities with remaining
maturities of 60 days or less may be valued at amortized cost, which
approximates fair value.

The Master LLC values its investments in BlackRock Liquidity Series, LLC
Money Market Series (the “Money Market Series”) at fair value, which is
ordinarily based upon its pro rata ownership in the underlying fund’s net
assets. The Money Market Series seeks current income consistent with
maintaining liquidity and preserving capital. Although the Money Market
Series is not registered under the 1940 Act, its investments will follow
the parameters of investments by a money market fund that is subject to
Rule 2a-7 under the 1940 Act. The Master LLC may withdraw up to 25%
of its investment daily, although the manager of the Money Market
Series, in its sole discretion, may permit an investor to withdraw more
than 25% on any one day.

In the event that application of these methods of valuation results in a
price for an investment which is deemed not to be representative of the
market value of such investment or is not available, the investment will
be valued in accordance with a policy approved by the Board as reflect-
ing fair value (“Fair Value Assets”). When determining the price for Fair
Value Assets, the investment advisor and/or the sub-advisor seeks to
determine the price that the Master LLC might reasonably expect to
receive from the current sale of that asset in an arm’s-length transac-
tion. Fair value determinations shall be based upon all available factors
that the investment advisor and/or sub-advisor deems relevant. The
pricing of all Fair Value Assets is subsequently reported to the Board
or a committee thereof.

Investment Transactions and Investment Income: For financial reporting
purposes, investment transactions are recorded on the dates the trans-
actions are entered into (the trade dates). Realized gains and losses
on investment transactions are determined on the identified cost basis.
Dividend income is recorded on the ex-dividend dates. Dividends from
foreign securities where the ex-dividend date may have passed are sub-
sequently recorded when the Master LLC is informed of the ex-dividend
date. Under the applicable foreign tax laws, a withholding tax at various
rates may be imposed on capital gains, dividends and interest. Interest
income, including amortization and accretion of premiums and discounts
on debt securities, is recognized on the accrual basis.

Securities Lending: The Master LLC may lend securities to approved bor-
rowers, such as banks, brokers and other financial institutions. The bor-
rower pledges cash, securities issued or guaranteed by the US
government or irrevocable letters of credit issued by a bank as collateral,
which will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. The market
value of the loaned securities is determined at the close of business of
the Master LLC and any additional required collateral is delivered to the
Master LLC on the next business day. Securities lending income, as dis-
closed in the Statement of Operations, represents the income earned
from the investment of the cash collateral, net of rebates paid to, or fees
paid by, borrowers and less the fees paid to the securities lending agent.
During the term of the loan, the Master LLC earns dividend and interest
on the securities loaned but does not receive dividend or interest
income on the securities received as collateral. Loans of securities are
terminable at any time and the borrower, after notice, is required to
return borrowed securities within the standard time period for settlement
of securities transactions. In the event that the borrower defaults on its
obligation to return borrowed securities because of insolvency or for any
other reason, the Master LLC could experience delays and costs in gain-
ing access to the collateral. The Master LLC also could suffer a loss if
the value of an investment purchased with cash collateral falls below
the market value of loaned securities or if the value of an investment
purchased with cash collateral falls below the value of the original cash

collateral received. During the year, the Master LLC accepted only cash
collateral in connection with securities loaned.

Income Taxes: The Master LLC is classified as a partnership for federal
income tax purposes. As such, each investor in the Master LLC is treated
as the owner of its proportionate share of the net assets, income,
expenses and realized and unrealized gains and losses of the Master
LLC. Therefore, no federal income tax provision is required. It is intended
that the Master LLC’s assets will be managed so an investor in the
Master LLC can satisfy the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended.

The Master LLC files US federal and various state and local tax returns.
No income tax returns are currently under examination. The statute of
limitations on the Master LLC’s US federal tax returns remains open for
each of the four years ended June 30, 2011. The statutes of limitations
on the Master LLC’s state and local tax returns may remain open for an
additional year depending upon the jurisdiction. Management does not
believe there are any uncertain tax positions that require recognition of a
tax liability.

Recent Accounting Standard: In May 2011, the Financial Accounting
Standards Board issued amended guidance to improve disclosure about
fair value measurements which will require the following disclosures for
fair value measurements categorized as Level 3: quantitative information
about unobservable inputs and assumptions used in the fair value
measurement, a description of the valuation policies and procedures
and a narrative description of sensitivity of the fair value measurement
to changes in unobservable inputs and the interrelationships between
those unobservable inputs. In addition, the amounts and reasons for all
transfers in and out of Level 1 and Level 2 will be required to be dis-
closed. The amended guidance is effective for financial statements for
fiscal years beginning after December 15, 2011, and interim periods
within those fiscal years. Management is evaluating the impact of this
guidance on the Master LLC’s financial statements and disclosures.

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

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

2. Investment Advisory Agreement and Other Transactions
with Affiliates:
The PNC Financial Services Group, Inc. ("PNC") and Barclays Bank
PLC ("Barclays") are the largest stockholders of BlackRock, Inc.
("BlackRock"). Due to the ownership structure, PNC is an affiliate
of the Master LLC for 1940 Act purposes, but Barclays is not.

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

The Manager voluntarily agreed to waive its investment advisory fees
by the amount of investment advisory fees the Master LLC pays to the
Manager indirectly through its investment in affiliated money market
funds, however the Manager does not waive its investment advisory fees
by the amount of investment advisory fees paid through its investment in
other affiliated investment companies, if any. This amount is shown as, or
included in, fees waived by advisor in the Statement of Operations.

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

For the year ended June 30, 2011, the Master LLC reimbursed the
Manager $67,144 for certain accounting services, which is included in
accounting services in the Statement of Operations.

The Master LLC received an exemptive order from the SEC permitting it,
among other things, to pay an affiliated securities lending agent a fee
based on a share of the income derived from the securities lending
activities and has retained BIM as the securities lending agent. BIM
may, on behalf of the Master LLC, invest cash collateral received by the
Master LLC 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 market value of securities on
loan and the value of the related collateral, if applicable, are shown in
the Statement of Assets and Liabilities as securities loaned at value and

collateral on securities loaned at value, respectively. The cash collateral
invested by BIM is disclosed in the Schedule of Investments. The share
of income earned by the Master LLC on such investments is shown as
securities lending — affiliated in the Statement of Operations. For the
year ended June 30, 2011, BIM received $23,319 in securities lending
agent fees related to securities lending activities for the Master LLC.

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

3. Investments:
Purchases and sales of investments, excluding short-term securities
for the year ended June 30, 2011, were $2,960,053,045 and
$3,203,304,588, respectively.

4. Borrowings:
The Master LLC, along with certain other funds managed by the Manager
and its affiliates, is a party to a $500 million credit agreement with a
group of lenders, which expired in November 2010. The Master LLC may
borrow under the credit agreement to fund shareholder redemptions.
Effective November 2009, the credit agreement had the following terms:
0.02% upfront fee on the aggregate commitment amount which was
allocated to the Master LLC based on its net assets as of October 31,
2009, a commitment fee of 0.10% per annum based on the Master
LLC's pro rata share of the unused portion of the credit agreement and
interest at a rate equal to the higher of (a) the one-month LIBOR plus
1.25% per annum and (b) the Fed Funds rate plus 1.25% per annum
on amounts borrowed. In addition, the Master LLC paid administration
and arrangement fees which were allocated to the Master LLC based on
its net assets as of October 31, 2009. Effective November 2010, the
credit agreement was renewed until November 2011 with the following
terms: a commitment fee of 0.08% per annum based on the Master
LLC pro rata share of the unused portion of the credit agreement and
interest at a rate equal to the higher of (a) the one-month LIBOR plus
1.00% per annum and (b) the Fed Funds rate plus 1.00% per annum
on amounts borrowed. In addition, the Master LLC paid administration
and arrangement fees which were allocated to the Master LLC based on
its net assets as of October 31, 2010. The Master LLC did not borrow
under the credit agreement during the year ended June 30, 2011.

5. Concentration, Market and Credit Risk:
In the normal course of business, the Master LLC invests in securities
and enters into transactions where risks exist due to fluctuations in the
market (market risk) or failure of the issuer of a security to meet all its
obligations (issuer credit risk). The value of securities held by the Master
LLC may decline in response to certain events, including those directly
involving the issuers whose securities are owned by the Master LLC; con-
ditions affecting the general economy; overall market changes; local,
regional or global political, social or economic instability; and currency
and interest rate and price fluctuations. Similar to issuer credit risk, the
Master LLC may be exposed to counterparty credit risk, or the risk that
an entity with which the Master LLC has unsettled or open transactions
may fail to or be unable to perform on its commitments. The Master LLC
manages counterparty credit risk by entering into transactions only with
counterparties that they believe have the financial resources to honor
their obligations and by monitoring the financial stability of those coun-
terparties. Financial assets, which potentially expose the Master LLC to
market, issuer and counterparty credit risks, consist principally of finan-
cial instruments and receivables due from counterparties. The extent of
the Master LLC’s exposure to market, issuer and counterparty credit risks
with respect to these financial assets is generally approximated by
their value recorded in the Master LLC Statement of Assets and
Liabilities, less any collateral held by the Master LLC.

6. Subsequent Events:
Management has evaluated the impact of all subsequent events on the
Master LLC through the date the financial statements were issued and
has determined that there were no subsequent events requiring adjust-
ment or additional disclosure in the financial statements.

To the Investors and Board of Directors
of Master Basic Value LLC:

We have audited the accompanying statement of assets and liabilities
of Master Basic Value LLC (the “Master LLC”), including the schedule of
investments, as of June 30, 2011, and the related statement of opera-
tions 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. These
financial statements and financial highlights are the responsibility of
the Master LLC’s management. Our responsibility is to express an opin-
ion on these financial statements and financial highlights based on
our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assur-
ance about whether the financial statements and financial highlights are
free of material misstatement. The Master LLC is not required to have,
nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of express-
ing an opinion on the effectiveness of the Master LLC’s internal control
over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by manage-
ment, as well as evaluating the overall financial statement presentation.
Our procedures included confirmation of securities owned as of June 30,
2011, by correspondence with the custodian 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
Master Basic Value LLC as of June 30, 2011, the results of its operations
for the year then ended, the changes in its net assets for each of the two
years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.

Deloitte & Touche LLP
Boston, Massachusetts
August 25, 2011

The Board of Directors of Master Basic Value LLC (the “Master Fund”)
met on April 12, 2011 and May 10 — 11, 2011 to consider the approval
of the Master Fund’s investment advisory agreement (the “Advisory
Agreement”) with BlackRock Advisors, LLC (the “Manager”), the Master
Fund’s investment advisor. The Board of Directors of the Master Fund
also considered the approval of the sub-advisory agreement (the “Sub-
Advisory Agreement”) between the Manager and BlackRock Investment
Management, LLC (the “Sub-Advisor”), with respect to the Master Fund.
The BlackRock Basic Value Fund, Inc. (the “Feeder Fund”) is a “feeder”
fund that invests all of its investable assets in the Master Fund.
Accordingly, the Board of Directors of the Feeder Fund also considered
the approval of the Advisory Agreement and the Sub-Advisory Agreement
with respect to the Master Fund. The Manager and the Sub-Advisor
are referred to herein as “BlackRock.” The Advisory Agreement and the
Sub-Advisory Agreement are referred to herein as the “Agreements.”
For simplicity, the Board of Directors of the Master Fund and the Board
of Directors of the Feeder Fund are referred to herein collectively as
the “Board,” and the members are referred to as “Board Members.”

Activities and Composition of the Board
The Board consists of thirteen individuals, ten of whom are not “inter-
ested persons” of the Master Fund or the Feeder Fund as defined in the
Investment Company Act of 1940, as amended (the “1940 Act”) (the
“Independent Board Members”). The Board Members are responsible for
the oversight of the operations of the Master Fund or the Feeder Fund,
as pertinent, and perform the various duties imposed on the directors
of investment companies by the 1940 Act. The Independent Board
Members have retained independent legal counsel to assist them
in connection with their duties. The Chairman of the Board is an
Independent Board Member. The Board has established five standing
committees: an Audit Committee, a Governance and Nominating
Committee, a Compliance Committee, a Performance Oversight
Committee and an Executive Committee, each of which is composed
of Independent Board Members (except for the Performance Oversight
Committee and the Executive Committee, each of which also has
one interested Board Member) and is chaired by Independent Board
Members. The Board also established an ad hoc committee, the
Joint Product Pricing Committee, which consisted of Independent
Board Members and directors/trustees of the boards of certain other
BlackRock-managed funds, who were not “interested persons” of their
respective funds.

The Agreements
Pursuant to the 1940 Act, the Board is required to consider the continu-
ation 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 Master Fund and the Feeder
Fund by BlackRock, its personnel and its affiliates, including investment
management, administrative and shareholder services, oversight of
fund accounting and custody, marketing services, risk oversight,
compliance program and assistance in meeting applicable legal and
regulatory requirements.

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

Board Considerations in Approving the Agreements
The Approval Process: Prior to the April 12, 2011 meeting, the Board
requested and received materials specifically relating to the Agreements.
The Board is engaged in a process with BlackRock to review periodically
the nature and scope of the information provided to better assist its
deliberations. The materials provided in connection with the April meet-
ing included (a) information independently compiled and prepared by
Lipper, Inc. (“Lipper”) on fees and expenses of the Master Fund and
the Feeder Fund, as applicable, and the investment performance of the

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

Feeder Fund as compared with a peer group of funds as determined by
Lipper (collectively, “Peers”); (b) information on the profitability of the
Agreements to BlackRock and a discussion of fall-out benefits to
BlackRock and its affiliates and significant shareholders; (c) a general
analysis provided by BlackRock concerning investment management
fees (a combination of the advisory fee and the administration fee, if
any) charged to other clients, such as institutional clients, ETFs and
closed-end funds, under similar investment mandates, as well as the
performance of such other clients, as applicable; (d) the impact of
economies of scale; (e) a summary of aggregate amounts paid by
the Master Fund and/or the Feeder Fund to BlackRock; (f) sales and
redemption data regarding the Feeder Fund’s shares; and (g) if
applicable, a comparison of management fees to similar BlackRock
open-end funds, as classified by Lipper.

At an in-person meeting held on April 12, 2011, the Board reviewed
materials relating to its consideration of the Agreements. As a result of
the discussions that occurred during the April 12, 2011 meeting, and as
a culmination of the Board’s year-long deliberative process, the Board
presented BlackRock with questions and requests for additional informa-
tion. BlackRock responded to these requests with additional written
information in advance of the May 10 — 11, 2011 Board meeting.

At an in-person meeting held on May 10 — 11, 2011, the Board of the
Master Fund, including the Independent Board Members, unanimously
approved the continuation of the Advisory Agreement between the
Manager and the Master Fund and the Sub-Advisory Agreement between
the Manager and the Sub-Advisor with respect to the Master Fund, each
for a one-year term ending June 30, 2012. The Board of the Feeder
Fund, including the Independent Board Members, also considered the
continuation of the Agreements and found the Agreements to be satis-
factory. In approving the continuation of the Agreements, the Board
considered: (a) the nature, extent and quality of the services provided
by BlackRock; (b) the investment performance of the Master Fund,
the Feeder Fund and BlackRock; (c) the advisory fee and the cost of
the services and profits to be realized by BlackRock and its affiliates
from their relationship with the Master Fund and the Feeder Fund; (d)
economies of scale; (e) fall-out benefits to BlackRock as a result of its
relationship with the Master Fund and the Fund; and (f) other factors
deemed relevant by the Board Members.

The Board also considered other matters it deemed important to the
approval process, such as payments made to BlackRock or its affiliates
relating to the distribution of Feeder Fund shares, services related to the
valuation and pricing of portfolio holdings of the Master Fund, direct and
indirect benefits to BlackRock and its affiliates and significant share-
holders from their relationship with the Master Fund and the Feeder
Fund and advice from independent legal counsel with respect to the
review process and materials submitted for the Board’s review. The Board
noted the willingness of BlackRock personnel to engage in open, candid
discussions with the Board. The Board did not identify any particular
information as controlling, and each Board Member may have attributed
different weights to the various items considered.

A. Nature, Extent and Quality of the Services Provided by BlackRock:
The Board, including the Independent Board Members, reviewed the
nature, extent and quality of services provided by BlackRock, including
the investment advisory services and the resulting performance of the
Feeder Fund. Throughout the year, the Board compared the Feeder
Fund’s performance to the performance of a comparable group of
mutual funds and/or the performance of a relevant benchmark, if any.
The Board met with BlackRock’s senior management personnel responsi-
ble for investment operations, including the senior investment officers.
The Board also reviewed the materials provided by the Master Fund’s
portfolio management team discussing Master Fund performance and
the Master Fund’s investment objective, strategies and outlook.

The Board considered, among other factors, the number, education
and experience of BlackRock’s investment personnel generally and the
Master Fund’s portfolio management team, investments by portfolio
managers in the funds they manage, BlackRock’s portfolio trading
capabilities, BlackRock’s use of technology, BlackRock’s commitment to
compliance, BlackRock’s credit analysis capabilities, BlackRock’s risk
analysis capabilities and BlackRock’s approach to training and retaining
portfolio managers and other research, advisory and management per-
sonnel. The Board engaged in a review of BlackRock’s compensation
structure with respect to the Master Fund’s portfolio management team
and BlackRock’s ability to attract and retain high-quality talent and
create performance incentives.

In addition to advisory services, the Board considered the quality of
the administrative and non-investment advisory services provided to
the Master Fund and the Feeder Fund. BlackRock and its affiliates and
significant shareholders provide the Master Fund and the Feeder Fund
with certain administrative, transfer agency, shareholder and other
services (in addition to any such services provided to the Master Fund
and the Feeder Fund by third parties) and officers and other personnel
as are necessary for the operations of the Master Fund and the Feeder
Fund. In addition to investment advisory services, BlackRock and its
affiliates provide the Master Fund and the Feeder 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 Master Fund and the Feeder Fund, such as tax reporting, fulfilling
regulatory filing requirements and call center services. The Board
reviewed the structure and duties of BlackRock’s fund administration,

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

accounting, legal and compliance departments and considered
BlackRock’s policies and procedures for assuring compliance with
applicable laws and regulations.

B. The Investment Performance of the Master Fund, the Feeder Fund
and BlackRock: The Board, including the Independent Board Members,
also reviewed and considered the performance history of the Master
Fund and the Feeder Fund, as applicable. The Board noted that the
Master Fund’s investment results correspond directly to the investment
results of the Feeder Fund. In preparation for the April 12, 2011 meet-
ing, the Board worked with BlackRock and Lipper to develop a template
for, and was provided with, reports independently prepared by Lipper,
which included a comprehensive analysis of the Feeder Fund’s perform-
ance. 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 per-
formance of the Feeder Fund as compared to funds in the Feeder Fund’s
applicable Lipper category. The Board was provided with a description
of the methodology used by Lipper to select peer funds. The Board and
the Board’s Performance Oversight Committee regularly review, and
meet with Master Fund management to discuss, the performance of the
Master Fund and the Feeder Fund, as applicable, throughout the year.

The Board noted that the Feeder Fund ranked in the third, first and first
quartiles against its Lipper Performance Universe for the one-, three- and
five-year periods reported, respectively.

The Board noted that BlackRock has made changes to the organization
of the overall equity group management structure designed to result in a
strengthened leadership team with clearer accountability.

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

The Board received and reviewed statements relating to BlackRock’s
financial condition and profitability with respect to the services it
provided the Master Fund and the Feeder Fund. The Board was also
provided with a profitability analysis that detailed the revenues earned
and the expenses incurred by BlackRock for services provided to the
Master Fund and the Feeder Fund. The Board reviewed BlackRock’s
profitability with respect to the Master Fund and the Feeder Fund, as
applicable, and other funds the Board currently oversees for the year
ended December 31, 2010 compared to available aggregate profitability
data provided for the years ended December 31, 2009 and December
31, 2008. The Board reviewed BlackRock’s profitability with respect to
other fund complexes managed by the Manager and/or its affiliates. The
Board reviewed BlackRock’s assumptions and methodology of allocating
expenses in the profitability analysis, noting the inherent limitations in
allocating costs among various advisory products. The Board recognized
that profitability may be affected by numerous factors including, among
other things, fee waivers and expense reimbursements by the Manager,
the types of funds managed, expense allocations and business mix, and
the difficulty of comparing profitability as a result of those factors.

The Board noted that, in general, individual fund or product line prof-
itability of other advisors is not publicly available. The Board considered
BlackRock’s operating margin, in general, compared to the operating
margin for leading investment management firms whose operations
include advising open-end funds, among other product types. That data
indicates that operating margins for BlackRock, in general and with
respect to its registered funds, are generally consistent with margins
earned by similarly situated publicly traded competitors. In addition,
the Board considered, among other things, certain third party data com-
paring BlackRock’s operating margin with that of other publicly-traded
asset management firms. That third party data indicates 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 Master Fund and the Feeder Fund by BlackRock, and BlackRock’s
and its affiliates’ profits relating to the management and distribution of
the Master Fund and the Feeder Fund and the other funds advised by
BlackRock and its affiliates. As part of its analysis, the Board reviewed
BlackRock’s methodology in allocating its costs to the management
of the Master Fund and the Feeder Fund. The Board also considered
whether BlackRock has the financial resources necessary to attract
and retain high quality investment management personnel to perform
its obligations under the Agreements and to continue to provide the
high quality of services that is expected by the Board.

The Board noted that the Feeder Fund’s contractual management fee
ratio (a combination of the advisory fee and the administration fee, if
any) was above the median contractual management fee ratio paid by
the Feeder Fund’s Peers, in each case before taking into account any
expense reimbursements or fee waivers. The Board also noted, however,
that the Feeder Fund’s contractual management fee ratio was reason-
able relative to the median contractual management fee ratio paid by
the Feeder Fund’s peers. The Board also noted that the Master Fund has
an advisory fee arrangement that includes breakpoints that adjust the

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

fee ratio downward as the size of the Master Fund increases above
certain contractually specified levels.

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

E. Other Factors Deemed Relevant by the Board Members: The Board,
including the Independent Board Members, also took into account other
ancillary or “fall-out” benefits that BlackRock or its affiliates and signifi-
cant shareholders may derive from their respective relationships with the
Master Fund and the Feeder Fund, both tangible and intangible, such
as BlackRock’s ability to leverage its investment professionals who
manage other portfolios and risk management personnel, an increase
in BlackRock’s profile in the investment advisory community, and the
engagement of BlackRock’s affiliates and significant shareholders as
service providers to the Master Fund and the Feeder Fund, including for
administrative, transfer agency, distribution and securities lending serv-
ices. The Board also considered BlackRock’s overall operations and its
efforts to expand the scale of, and improve the quality of, its operations.
The Board also noted that BlackRock may use and benefit from third
party research obtained by soft dollars generated by certain registered
fund transactions to assist in managing all or a number of its other
client accounts. The Board further noted that BlackRock’s funds may
invest in affiliated ETFs without any offset against the management
fees payable by the funds to BlackRock.

In connection with its consideration of the Agreements, the Board also
received information regarding BlackRock’s brokerage and soft dollar
practices. The Board received reports from BlackRock which included
information on brokerage commissions and trade execution practices
throughout the year.

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

Conclusion
The Board of the Master Fund, including the Independent Board
Members, unanimously approved the continuation of the Advisory
Agreement between the Manager and the Master Fund for a one-year
term ending June 30, 2012 and the Sub-Advisory Agreement between
the Manager and the Sub-Advisor, with respect to the Master Fund, for a
one-year term ending June 30, 2012. As part of its approval, the Board
of the Master Fund considered the detailed review of BlackRock’s fee
structure, as it applies to the Master Fund, conducted by the ad hoc
Joint Product Pricing Committee. Based upon its evaluation of all of the
aforementioned factors in their totality, the Board of the Master Fund,
including the Independent Board Members, was satisfied that the terms
of the Agreements were fair and reasonable and in the best interest of
the Master Fund and its shareholders. The Board of the Feeder Fund,
including the Independent Board Members, also considered the continu-
ation of the Agreements with respect to the Master Fund and found the
Agreements to be satisfactory. In arriving at its decision to approve the
Agreements, the Board of the Master Fund did not identify any single
factor or group of factors as all-important or controlling, but considered
all factors together, and different Board Members may have attributed
different weights to the various factors considered. The Independent
Board Members were also assisted by the advice of independent legal
counsel in making this determination. The contractual fee arrangements
for the Master Fund reflect the results of several years of review by the
Board Members and predecessor Board Members, and discussions
between such Board Members (and predecessor Board Members) and
BlackRock. As a result, the Board Members’ conclusions may be based
in part on their consideration of these arrangements in prior years.


Officers and Directors
				Number of BlackRock-
				Advised Registered
		Length		Investment Companies
	Position(s)	of Time		(“RICs”) Consisting of
Name, Address	Held with	Served as		Investment Portfolios	Public
and Year of Birth	Fund/Master LLC	a Director²	Principal Occupation(s) During Past Five Years	(“Portfolios”) Overseen	Directorships
Independent Directors¹
Robert M. Hernandez	Chair of the	Since	Director, Vice Chairman and Chief Financial Officer of USX	34 RICsconsisting of	ACE Limited
55 East 52nd Street	Board and	2007	Corporation (energy and steel business) from 1991 to 2001.	97 Portfolios	(insurance company);
New York, NY 10055	Director				Eastman Chemical
1944					Company (chemicals);
					RTI International
					Metals, Inc. (metals);
					TYCO Electronics
					(electronics)
Fred G. Weiss	Vice Chair of	Since	Managing Director, FGW Associates (consulting and investment	34 RICs consisting of	Watson
55 East 52nd Street	the Board and	1998	company) since 1997; Director and Treasurer, Michael J. Fox	97 Portfolios	Pharmaceuticals, Inc.
New York, NY 10055	Director		Foundation for Parkinson’s Research since 2000; Director, BTG
1941			International Plc (medical technology commercialization company)
			from 2001 to 2007.
James H. Bodurtha	Director	Since	Director, The China Business Group, Inc. (consulting firm) since	34RICs consisting of	None
55 East 52nd Street		2007	1996 and Executive Vice President thereof from 1996 to 2003;	97 Portfolios
New York, NY 10055			Chairman of the Board, Berkshire Holding Corporation since 1980.
1944
Bruce R. Bond	Director	Since	Trustee and Member of the Governance Committee, State Street	34 RICs consisting of	None
55 East 52nd Street		2007	Research Mutual Funds from 1997 to 2005; Board Member	97 Portfolios
New York, NY 10055			of Governance, Audit and Finance Committee, Avaya Inc.
1946			(computer equipment) from 2003 to 2007.
Donald W. Burton	Director	Since	Managing General Partner, The Burton Partnership, LP (an	34 RICs consisting of	Knology, Inc. (tele-
55 East 52nd Street		2002	investment partnership) since 1979; Managing General Partner,	97 Portfolios	communications);
New York, NY 10055			The South Atlantic Venture Funds since 1983; Director, Lifestyle		Capital Southwest
1944			Family Fitness (fitness industry) since 2006; Director, IDology, Inc.		(financial)
(technology solutions) since 2006; Member of the Investment
			Advisory Council of the Florida State Board of Administration from
			2001 to 2007.
Honorable Stuart	Director	Since	Partner and Head of International Practice, Covington and	34 RICs consisting of	Alcatel-Lucent (tele-
E. Eizenstat		2007	Burling LLP (law firm) since 2001; International Advisory Board	97 Portfolios	communications);
55 East 52nd Street			Member, The Coca-Cola Company since 2002; Advisory Board		Global Specialty
New York, NY 10055			Member, Veracity Worldwide, LLC (risk management) since 2007;		Metallurgical (metal-
1943			Member of the Board of Directors, Chicago Climate Exchange		lurgical industry);
			(environmental) since 2006; Member of the International Advisory		UPS Corporation
			Board GML (energy) since 2003; Advisory Board Member, BT		(delivery service)
			Americas (telecommunications) from 2004to 2010.
Kenneth A. Froot	Director	Since	Professor, Harvard University since 1992.	34 RICs consisting of	None
55 East 52nd Street		2007		97 Portfolios
New York, NY 10055
1957
John F. O’Brien	Director	Since	Chairman and Director, Woods Hole Oceanographic Institute	34 RICs consisting of	Cabot Corporation
55 East 52nd Street		2005	since 2009 and Trustee thereof from 2003 to 2009; Director,	97 Portfolios	(chemicals); LKQ
New York, NY 10055			Allmerica Financial Corporation from 1995 to 2003; Director,		Corporation (auto
1943			ABIOMED from 1989 to 2006; Director, Ameresco,Inc.		parts manufacturing);
			(energy solutions company) from 2006 to 2007; Vice Chairman		TJX Companies, Inc.
			and Director, Boston Lyric Opera from 2002 to 2007.		(retailer)
Roberta Cooper Ramo	Director	Since	Shareholder, Modrall, Sperling, Roehl, Harris & Sisk, P.A. (law	34 RICs consisting of	None
55 East 52nd Street		2007	firm) since 1993; Chairman of the Board, Cooper’s Inc. (retail)	97 Portfolios
New York, NY 10055			since 2000; Director, ECMC Group (service provider to
1942			students, schools and lenders) since 2001; President, The
American Law Institute (non-profit) since 2008; President,
			American Bar Association from 1995 to 1996.


Officers and Directors (continued)
				Number of BlackRock-
				Advised Registered
		Length		Investment Companies
	Position(s)	of Time		(“RICs”) Consisting of
Name, Address	Held with	Served as		Investment Portfolios	Public
and Year of Birth	Fund/Master LLC	a Director²	Principal Occupation(s) During Past Five Years	(“Portfolios”) Overseen	Directorships
Independent Trustees¹(concluded)
David H. Walsh	Director	Since	Director, National Museum of Wildlife Art since 2007; Trustee,	34 RICs consisting of	None
55 East 52nd Street		2003	University of Wyoming Foundation since 2008; Director,	97 Portfolios
New York, NY 10055			Ruckelshaus Institute and Haub School of Natural Resources
1941			at the University of Wyoming from 2006 to 2008; Director,
The American Museum of Fly Fishing since 1997; Director,
			The National Audubon Society from 1998 to 2005.
	¹Directors serve until their resignation, removal or death, or until December 31 of the year in which they turn 72.
	²Date shown is the earliest date a person has served as a Director for the Fund/Master LLC covered by this annual report. Following the combination
	of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. (“BlackRock”) in September 2006, the various legacy MLIM and legacy
	BlackRock Fund boards were realigned and consolidated into three new Fund boards in 2007. As a result, although the chart showscertain Directors
	as joining the Fund’s/Master LLC’s board in 2007, each Director first became a member of the board of other legacy MLIM or legacy BlackRock
	Funds as follows: James H. Bodurtha, 1995; Bruce R. Bond, 2005; Donald W. Burton, 2002; Honorable Stuart E. Eizenstat, 2001; Kenneth A. Froot,
	2005; Robert M. Hernandez, 1996; John F. O’Brien, 2004; Roberta Cooper Ramo, 2000; David H. Walsh, 2003; and Fred G. Weiss, 1998.
Interested Trustees³
Richard S. Davis	Director	Since	Managing Director, BlackRock, Inc. since 2005; Chief Executive	165 RICs consisting of	None
55 East 52nd Street		2007	Officer, State Street Research & Management Company from	291 Portfolios
New York, NY 10055			2000 to 2005; Chairman of the Board of Trustees, State Street
1945			Research Mutual Funds from 2000 to 2005.
Laurence D. Fink	Director	Since	Chairman and Chief Executive Officer of BlackRock, Inc. since its	34 RICs consisting of	None
55 East 52nd Street		2007	formation in 1998 and of BlackRock, Inc.’s predecessor entities	97Portfolios
New York, NY 10055			since 1988 and Chairman of the Executive and Management
1952			Committees; Formerly Managing Director, The First Boston Corp-
			oration, 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 onTrustees; Co-Chairman
			of the NYU Hospitals Center Board of Trustees, Chairman of the
			Development/Trustee Stewardship Committee and Chairman of
the Finance Committee; Trustee, The Boys’ Club of New York.

Henry Gabbay	Director	Since	Consultant, BlackRock, Inc. from 2007 to 2008; Managing	165 RICs consisting of	None
55 East 52nd Street		2007	Director, BlackRock, Inc. from 1989 to 2007; Chief	291 Portfolios
New York, NY 10055			Administrative Officer, BlackRock Advisors, LLC from 1998 to
1947			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.
	³Messrs. Davis and Fink are both “interested persons,” as defined in the 1940 Act, of the Fund/Master LLC based on their positions with BlackRock, Inc.
	and its affiliates. Mr. Gabbay is an "interested person" of the Fund/Master LLC based on his former positions with BlackRock, Inc. and its affiliates as
	well as his ownership of BlackRock, Inc. and The PNC Financial Services Group, Inc. securities. Directors serve until their resignation, removal or death,
	or until December 31 of the year in which they turn 72.


Officers and Directors (concluded)
	Position(s)
Name, Address	Held with	Length of
and Year of Birth	Fund/Master LLC	Time Served	Principal Occupation(s) During Past Five Years
Officers¹
John M. Perlowski	President	Since	Managing Director of BlackRock, Inc. since 2009; Global Head of BlackRock Fund Administration since 2009;
55 East 52nd Street	and Chief	2010	Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management,
New York, NY 10055	Executive		L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President
1964	Officer		thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family
			Resource Network (charitable foundation) since 2009.
Brendan Kyne	Vice	Since	Managing Director of BlackRock, Inc. since 2010; Director of BlackRock, Inc. from 2008 to 2009; Head of Product
55 East 52nd Street	President	2009	Development and Management for BlackRock's U.S. Retail Group since 2009, Co-head thereof from 2007 to
New York, NY 10055			2009; Vice President of BlackRock, Inc. from 2005 to 2008.
1977
Neal Andrews	Chief	Since	Managing Director of BlackRock, Inc. since 2006; Senior Vice President and Line of Business Head of Fund
55 East 52nd Street	Financial	2007	Accounting and Administration at PNC Global Investment Servicing (U.S.)Inc. from 1992 to 2006.
New York, NY 10055	Officer
1966
Jay Fife	Treasurer	Since	Managing Director of BlackRock, Inc. since 2007; Director of BlackRock, Inc. in 2006; Assistant Treasurer of the
55 East 52nd Street		2007	MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group
New York, NY 10055			from 2001 to 2006.
1970
Brian Kindelan	Chief Compliance	Since	Chief Compliance Officer of the BlackRock-advised funds since 2007;Managing Director and Senior Counsel of
55 East 52nd Street	Officer and Anti-	2007	BlackRock, Inc. since 2005.
New York, NY 10055	Money Laundering
1959	Officer
Ira P. Shapiro	Secretary	Since	Managing Director of BlackRock, Inc. since 2009; Managing Director and Associate General Counsel of Barclays
55 East 52nd Street		2010	Global Investors from 2008 to 2009 and Principal thereof from 2004 to 2008.
New York, NY 10055
1963
	¹Officers of the Fund/Master LLC serve at the pleasure of the Board.
	Further information about the Fund’s/Master LLC’s Officers and Directors is available in the Fund’s Statement of Additional Information, which can
	be obtained without charge by calling (800) 441-7762.

General Information

Electronic Delivery
Electronic copies of most financial reports and prospectuses are available
on the Fund’s website or shareholders can sign up for e-mail notifications
of quarterly statements, annual and semi-annual reports and prospectuses
by enrolling in the Fund’s electronic delivery program.

To enroll:
Shareholders Who Hold Accounts with Investment Advisors, Banks or
Brokerages:
Please contact your financial advisor. Please note that not all investment
advisors, banks or brokerages may offer this service.

Shareholders Who Hold Accounts Directly with BlackRock:
1) Access the BlackRock website at
http://www.blackrock.com/edelivery
2) Select “eDelivery” under the “More Information” section
3) Log into your account

Householding
The Fund will mail only one copy of shareholder documents, including
prospectuses, annual and semi-annual reports and proxy statements, to
shareholders with multiple accounts at the same address. This practice
is commonly called “householding” and is intended to reduce expenses
and eliminate duplicate mailings of shareholder documents. Mailings of
your shareholder documents may be householded indefinitely unless you
instruct us otherwise. If you do not want the mailing of these documents
to be combined with those for other members of your household, please
call (800) 441-7762.

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

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

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

Additional Information (continued)

Shareholder Privileges

Account Information
Call us at (800) 441-7762 from 8:00 AM to 6:00 PM EST on any busi-
ness day to get information about your account balances, recent transac-
tions and share prices. You can also reach us on the Web at
http://www.blackrock.com/funds.

Automatic Investment Plans
Investor Class shareholders who want to invest regularly can arrange to
have $50 or more automatically deducted from their checking or savings
account and invested in any of the BlackRock funds.

Systematic Withdrawal Plans
Investor Class shareholders can establish a systematic withdrawal plan
and receive periodic payments of $50 or more from their BlackRock
funds, as long as their account balance is at least $10,000.

Retirement Plans
Shareholders may make investments in conjunction with Traditional,
Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.

Additional Information (concluded)

BlackRock Privacy Principles

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

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

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

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

We may share information with our affiliates to service your account or
to provide you with information about other BlackRock products or serv-
ices 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 informa-
tion. 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.


A World-Class Mutual Fund Family
BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed income and
tax-exempt investing.
Equity Funds
BlackRock ACWI ex-US Index Fund		BlackRock Global Opportunities Portfolio		BlackRock Natural Resources Trust
BlackRock All-Cap Energy & Resources Portfolio		BlackRock Global SmallCap Fund		BlackRock Pacific Fund
BlackRock Asset Allocation Portfolio†		BlackRock Health Sciences Opportunities Portfolio		BlackRock Russell 1000 Index Fund
BlackRock Balanced Capital Fund†		BlackRock Healthcare Fund		BlackRock Science & Technology
BlackRock Basic Value Fund		BlackRock Index Equity Portfolio		Opportunities Portfolio
BlackRock Capital Appreciation Fund		BlackRock India Fund		BlackRock Small Cap Growth Equity Portfolio
BlackRock China Fund		BlackRock International Fund		BlackRock Small Cap Growth Fund II
BlackRock Energy & Resources Portfolio		BlackRock International Index Fund		BlackRock Small Cap Index Fund
BlackRock Equity Dividend Fund		BlackRock International Opportunities Portfolio		BlackRock Small/Mid-Cap Growth Portfolio
BlackRock EuroFund		BlackRock Large Cap Core Fund		BlackRock S&P 500 Index Fund
BlackRock Focus Growth Fund		BlackRock Large Cap Core Plus Fund		BlackRock S&P 500 Stock Fund
BlackRock Focus Value Fund		BlackRock Large Cap Growth Fund		BlackRock U.S. Opportunities Portfolio
BlackRock Global Allocation Fund†		BlackRock Large Cap Value Fund		BlackRock Utilities and Telecommunications Fund
BlackRock Global Dividend Income Portfolio		BlackRock Latin America Fund		BlackRock Value Opportunities Fund
BlackRock Global Dynamic Equity Fund		BlackRock Mid-Cap Growth Equity Portfolio		BlackRock World Gold Fund
BlackRock Global Emerging Markets Fund		BlackRock Mid-Cap Value Equity Portfolio
BlackRock Global Growth Fund		BlackRock Mid Cap Value Opportunities Fund
Fixed Income Funds
BlackRock Bond Index Fund		BlackRock Income Portfolio†		BlackRock Strategic Income
BlackRock Core Bond Fund		BlackRock Inflation Protected Bond Portfolio		Opportunities Portfolio
BlackRock Emerging Market Debt Portfolio		BlackRock International Bond Portfolio		BlackRock Total Return Fund
BlackRock Floating Rate Income Portfolio		BlackRock Long Duration Bond Portfolio		BlackRock US Government Bond Fund
BlackRock GNMA Portfolio		BlackRock Low Duration Bond Portfolio		BlackRock World Income Fund
BlackRock High Income Fund		BlackRock Multi-Sector Bond Portfolio		US Mortgage Portfolio
BlackRock High Yield Bond Portfolio
Municipal Bond Funds
BlackRock California Municipal Bond Fund		BlackRock National Municipal Fund		BlackRock Pennsylvania Municipal Bond Fund
BlackRock High Yield Municipal Fund		BlackRock New Jersey Municipal Bond Fund		BlackRock Short-Term Municipal Fund
BlackRock Intermediate Municipal Fund		BlackRock New York Municipal Bond Fund
Target Risk & Target Date Funds†
BlackRock Prepared Portfolios	BlackRock Lifecycle Prepared Portfolios		LifePath Portfolios		LifePath Index Portfolios
Conservative Prepared Portfolio	2015	2035	Retirement	2040	Retirement	2040
Moderate Prepared Portfolio	2020	2040	2020	2045	2020	2045
Growth Prepared Portfolio	2025	2045	2025	2050	2025	2050
Aggressive Growth Prepared Portfolio	2030	2050	2030	2055	2030	2055
			2035		2035

BlackRock mutual funds are currently distributed by BlackRock Investments, LLC. You should consider the investment objectives,risks, charges and
expenses of the funds under consideration carefully before investing. Each fund’s prospectus contains this and other information and is available at
www.blackrock.com or by calling (800) 441-7762 or from your financial advisor. The prospectus should be read carefully before investing.

This report is not authorized for use as an offer of sale or
a solicitation of an offer to buy shares of the Fund unless
accompanied or preceded by the Fund’s current prospec-
tus. Past performance results shown in this report should
not be considered a representation of future performance.
Investment returns and principal value of shares will fluctu-
ate so that shares, when redeemed, may be worth more
or less than their original cost. Statements and other infor-
mation herein are as dated and are subject to change.
Please see the Fund’s prospectus for a description of
risks associated with global investments.

Item 2 – Code of Ethics – Each 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, principal accounting officer or controller, or persons performing
similar functions. During the period covered by this report, there have been no amendments
to or waivers granted under the code of ethics. A copy of the code of ethics is available
without charge at www.blackrock.com.

Item 3 – Audit Committee Financial Expert – Each registrant’s board of directors (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

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

Item 4 – Principal Accountant Fees and Services

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

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

¹The nature of the services includes assurance and related services reasonably related to the performance of the audit of financial statements
not included in Audit Fees.
²The nature of the services includes tax compliance, tax advice and tax planning.

³The nature of the services includes a review of compliance procedures and attestation thereto.

(e)(1) Audit Committee Pre-Approval Policies and Procedures:
The Committee has adopted policies and procedures with regard to the pre-approval
of services. Audit, audit-related and tax compliance services provided to the registrants on
an annual basis require specific pre-approval by the Committee. The Committee also must
approve other non-audit services provided to the registrants and those non-audit services
provided to the Investment Adviser and Fund Service Providers that relate directly to the
operations and the financial reporting of the registrants. Certain of these non-audit services
that the Committee believes are a) consistent with the SEC’s auditor independence rules and
b) routine and recurring services that will not impair the independence of the independent
accountants may be approved by the Committee without consideration on a specific case-
by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months
from the date of the pre-approval, unless the Committee provides for a different period. Tax
or other non-audit services provided to the registrants which have a direct impact on the
operations or financial reporting of the registrants will only be deemed pre-approved
provided that any individual project does not exceed $10,000 attributable to the registrants
or $50,000 per project. For this purpose, multiple projects will be aggregated to determine
if they exceed the previously mentioned cost levels.

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

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

(f) Not Applicable

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

Additionally, SAS No. 70 fees for the current and previous fiscal years of $3,030,000 and
$2,950,000, respectively, were billed by D&T to the Investment Adviser.

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

Item 5 – Audit Committee of Listed Registrants – Not Applicable

Item 6 – Investments
(a) The registrants’ Schedule of Investments is included as part of the Reports to
Stockholders filed under Item 1 of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period covered since
the previous Form N-CSR filing.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management
Investment Companies – Not Applicable

Item 8 – Portfolio Managers of Closed-End Management Investment Companies – Not Applicable

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers – Not Applicable

Item 10 – Submission of Matters to a Vote of Security Holders – There have been no material
changes to these procedures.

Item 11 – Controls and Procedures

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

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

Item 12 – Exhibits attached hereto

12(a)(1) – Code of Ethics – See Item 2

12(a)(2) – Certifications – Attached hereto

12(a)(3) – Not Applicable

12(b) – Certifications – Attached hereto

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

BlackRock Basic Value Fund, Inc. and Master Basic Value LLC

By: /S/ John M. Perlowski
John M. Perlowski
Chief Executive Officer (principal executive officer) of
BlackRock Basic Value Fund, Inc. and Master Basic Value LLC

Date: September 2, 2011

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 registrants and in the capacities and on the dates indicated.

By: /S/ John M. Perlowski
John M. Perlowski
Chief Executive Officer (principal executive officer) of
BlackRock Basic Value Fund, Inc. and Master Basic Value LLC

Date: September 2, 2011

By: /S/ Neal J. Andrews
Neal J. Andrews
Chief Financial Officer (principal financial officer) of
BlackRock Basic Value Fund, Inc. and Master Basic Value LLC

Date: September 2, 2011


Total Returns as of June 30, 2011	6-month	12-month
US large cap equities	6.02%	30.69%
(S&P 500® Index)
US small cap equities	6.21	37.41
(Russell 2000® Index)
International equities	4.98	30.36
(MSCI Europe,Australasia,
Far East Index)
Emerging market equities	0.88	27.80
(MSCI Emerging Markets Index)
3-month Treasury bill	0.08	0.16
(BofA Merrill Lynch 3-Month
Treasury Bill Index)
US Treasury securities	3.26	1.88
(BofA Merrill Lynch 10-Year
US Treasury Index)
US investment grade bonds	2.72	3.90
(Barclays Capital US Aggregate
Bond Index)
Tax-exempt municipal bonds	4.42	3.48
(Barclays Capital Municipal
Bond Index)
US high yield bonds	4.98	15.53
(Barclays Capital US
Corporate High Yield 2%
Issuer Capped Index)


		Actual			Hypothetical²
	Beginning	Ending		Beginning	Ending		Annualized
	Account Value	Account Value	Expenses Paid	Account Value	Account Value	Expenses Paid	Expense
	January 1, 2011	June 30, 2011	During the Period¹	January 1, 2011	June 30, 2011	During the Period¹	Ratio
Institutional	$1,000.00	$1,047.00	$2.79	$1,000.00	$1,022.07	$2.76	0.55%
Investor A	$1,000.00	$1,045.70	$4.21	$1,000.00	$1,020.68	$4.16	0.83
Investor B	$1,000.00	$1,040.80	$8.86	$1,000.00	$1,016.12	$8.75	1.75
Investor C	$1,000.00	$1,041.60	$8.30	$1,000.00	$1,016.66	$8.20	1.64
Class R	$1,000.00	$1,043.50	$6.18	$1,000.00	$1,018.74	$6.11	1.22


	6/30/2011	6/30/2010
Ordinary income	$ 65,000,714	$ 78,000,211


Undistributed ordinary income	$ 31,232,577
Capital loss carryforwards	(23,271,548)
Net unrealized gains*	1,097,948,930
Total	$1,105,909,959


Expires June 30,
2018	$ 23,271,548
Total	$ 23,271,548


				Average Annual Total Returns⁵
		1 Year		5 Years		10 Years
	6-Month	w/o sales	w/sales	w/o sales	w/sales	w/o sales	w/sales
	Total Returns	charge	charge	charge	charge	charge	charge
Institutional	4.70%	28.76%	N/A	2.91%	N/A	4.12%	N/A
Investor A	4.57	28.36	21.62%	2.62	1.51%	3.84	3.28%
Investor B	4.08	27.15	22.65	1.71	1.40	3.17	3.17
Investor C	4.16	27.36	26.36	1.79	1.79	3.01	3.01
Class R	4.35	27.89	N/A	2.25	N/A	3.57	N/A
S&P 500® Index	6.02	30.69	N/A	2.94	N/A	2.72	N/A
Russell 1000® Value Index	5.92	28.94	N/A	1.15	N/A	3.99	N/A


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


Institutional	$ 8,496
Investor A	$11,828
Investor B	$ 1,146
Investor C	$ 4,270
Class R	$ 126


	Percent of
	Long-Term
Ten Largest Equity Holdings	Investments
Microsoft Corp.	4%
JPMorgan Chase & Co.	4
Exxon Mobil Corp.	3
Pfizer, Inc.	3
Merck & Co., Inc.	3
Unilever NV - ADR	3
Citigroup, Inc.	3
MetLife, Inc.	3
General Electric Co.	2
Wells Fargo & Co.	2


	Percent of
	Long-Term
Investment Criteria	Investments
Above-Average Yield	40%
Below-Average Price/Earnings Ratio	22
Price-to-Earnings Per Share	14
Low Price-to-Book Value	13
Price-to-Cash Flow	9
Special Situations	2


Aggregate cost	$3,675,759,749
Gross unrealized appreciation	$1,172,502,033
Gross unrealized depreciation	(60,171,911)
Net unrealized appreciation	$1,112,330,122


	Shares/Beneficial	Shares/Beneficial
	Interest Held at	Net	Interest Held at
Affiliate	June 30, 2010	Activity	June 30, 2011	Income
BlackRock
Liquidity Funds,
TempFund,
Institutional
Class	—	—	—	$ 5,051
BlackRock
Liquidity
Series, LLC
Money Market
Series	$68,108,300 $(68,108,300)		—	$ 57,109


Valuation Inputs	Level 1	Level 2	Level 3	Total
Assets:
Investments:
Long-Term
Investments¹	$4,788,089,871	—	—	$4,788,089,871


Statement of Assets and Liabilities	Master Basic Value LLC
June 30, 2011
Assets
Investments at value — unaffiliated (cost $3,615,844,573)	$ 4,788,089,871
Investments sold receivable	61,192,969
Dividends receivable	5,728,626
Interest receivable	555
Securities lending income receivable — affiliated	92,014
Prepaid expenses	117,762
Other assets	808,915
Total assets	4,856,030,712
Liabilities
Investments purchased payable	45,071,119
Withdrawals payable to investors	5,060,289
Bank overdraft	3,220,692
Investment advisory fees payable	1,582,635
Directors’ fees payable	93,381
Other affiliates payable	25,692
Other accrued expenses payable	354,790
Total liabilities	55,408,598
Net Assets	$ 4,800,622,114
Net Assets Consist of
Investors' capital	3,628,376,816
Net unrealized appreciation/depreciation	1,172,245,298
Net Assets	$ 4,800,622,114


Portion of Average Daily Value of Net Assets	Rate
Not exceeding $100 million	0.60%
In excess of $100 million, but not exceeding $200 million	0.50%
In excess of $200 million	0.40%


Investor B	$53,272
Investor C	$34,045


Portfolio Abbreviation
ADR	American Depositary Receipts


	(a) Audit Fees		(b) Audit-Related Fees¹		(c) Tax Fees²		(d) All Other Fees³
	Current	Previous	Current	Previous	Current	Previous	Current	Previous
	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year	Fiscal Year
Entity Name	End	End	End	End	End	End	End	End
BlackRock Basic	$7,000	$6,800	$7,000	$0	$12,350	$6,100	$0	$888
Value Fund, Inc.
Master Basic Value
LLC	$35,000	$34,000	$0	$0	$13,000	$9,200	$0	$0


	Current Fiscal Year End	Previous Fiscal Year End
(b) Audit-Related Fees¹	$0	$0
(c) Tax Fees²	$0	$0
(d) All Other Fees³	$3,030,000	$2,950,000


Investment Advisor and	Custodian	Accounting Agent	Independent Registered	Address of the Fund
Administrator	The Bank of New York	State Street Bank	Public Accounting Firm	100 Bellevue Parkway
BlackRock Advisors, LLC	Mellon	and Trust Company	Deloitte & Touche LLP	Wilmington, DE 19809
Wilmington, DE 19809	New York, NY 10286	Boston, MA 02116	Boston, MA 02116

Sub-Advisor	Transfer Agent	Distributor	Legal Counsel
BlackRock Investment	BNY Mellon Investment	BlackRock Investments, LLC	Willkie Farr & Gallagher LLP
Management, LLC	Servicing (US) Inc.	New York, NY 10022	New York, NY 10019
Princeton, NJ 08540	Wilmington, DE 19809


	Current Fiscal Year	Previous Fiscal Year
Entity Name	End	End
BlackRock Basic Value Fund,
Inc.	$19,350	$17,765
Master Basic Value LLC	$13,000	$19,997