Master Focus Growth LLC (the "Registrant")
77Q1(e):
Copies of any new or amended Registrant investment advisory
contracts
Attached please find as an exhibit to sub-item 77Q1(e) of Form
N-SAR, a copy of Amendment No. 2 to the Investment Management
Agreement between BlackRock Advisors, LLC and the Registrant.
Exhibit 77Q1(e)
Amendment No. 2 to the Investment Management Agreement
This Amendment No. 2 to the Investment Management Agreement
dated as of October 5, 2017 (the "Amendment") is entered into by
and between Master Focus Growth LLC (formerly Master Focus
Twenty Trust), a Delaware limited liability company (the "Master
LLC"), and BlackRock Advisors, LLC, a Delaware limited liability
company (the "Advisor").
WHEREAS, the Master LLC and the Advisor have entered into an
Investment Management Agreement dated September 29, 2006, and
amended June 1, 2011 (the "Management Agreement") pursuant to
which the Advisor agreed to act as investment advisor to the
Master LLC; and
WHEREAS, the Management Agreement provides that the Master LLC
will pay to the Advisor a monthly fee in arrears at an annual
rate equal to the amount set forth in Schedule A thereto; and
WHEREAS, the Management Agreement provides that the Management
Agreement may be amended by the parties to the Management
Agreement only if the amendment is specifically approved by a
vote of the Board of Directors of the Master LLC, including a
majority of those Directors who are not parties to the
Management Agreement or interested persons of any such party
cast in person at a meeting called for the purpose of voting on
such approval, and, where required by the Investment Company Act
of 1940, by a vote of a majority of the outstanding voting
securities of the Master LLC; and
WHEREAS, the Board of Directors, including a majority of those
Directors who are not interested persons of the Master LLC,
specifically approved this Amendment at an in-person meeting
held on September 13, 2017;
NOW, THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Schedule A of the Management Agreement is hereby amended as
set forth on the Schedule A attached hereto with respect to
the Master LLC.
2. Except as otherwise set forth herein, the terms and
conditions of the Management Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to the Management Agreement to be executed by
their officers designated below as of the day and year first
above written.
MASTER FOCUS GROWTH LLC
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: President and Chief Executive Officer
BLACKROCK ADVISORS, LLC
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Managing Director
Schedule A
Investment Advisory Fee
0.50% of the average daily Net Assets of the Master LLC not
exceeding $5 billion and 0.45% of the average daily Net Assets
of the Master LLC exceeding $5 billion.
