Exhibit 4(c)
FEE WAIVER AGREEMENT
THIS FEE WAIVER AGREEMENT (the "Agreement") is signed as of September 29,
2006 by BlackRock Advisors, LLC (the "Investment Adviser") and BlackRock Focus
Value Fund, Inc. (the "Fund").
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement, dated September 29, 2006, with the Fund whereby the Investment
Adviser provides certain management and investment advisory services to the
Fund;
WHEREAS, the Investment Adviser agrees to waive 0.25% of its 1.00%
investment advisory fee;
WHEREAS, the Investment Adviser understands and intends that the Fund will
rely on this Agreement in preparing a registration statement on Form N-1A and in
accruing the expenses of the Fund for purposes of calculating net asset value
and for other purposes, and expressly permits the Fund to do so; and
WHEREAS, the shareholders of the Fund will benefit from the ongoing
waivers by incurring lower Fund operating expenses than they would absent such
waivers.
NOW, THEREFORE, the Investment Adviser agrees to waive 0.25% of its 1.00%
investment advisory fee, thereby reducing the investment advisory fee to 0.75%
of the Fund's average daily net assets for the period of this Agreement.
This contractual fee waiver shall be effective through November 30, 2007
and for annual periods thereafter unless the Investment Adviser shall notify the
Fund of the termination of the contractual fee waiver not less than 30 days
prior to the end of the then annual period.
IN WITNESS WHEREOF, the Investment Adviser and the Fund have agreed to
this Fee Waiver Agreement as of the day and year first above written.
BLACKROCK ADVISORS, LLC
By:_____________________________
Name:
Title:
BLACKROCK FOCUS VALUE FUND, INC.
By:_____________________________
Name:
Title:
