BLACKROCK FUND INVESTORS II
N-30D, 1996-02-29
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BlackRock Fund Investors II
- --------------------------------------------------------------------------------
Annual Report
December 31, 1995











<PAGE>


BlackRock Fund Investors II
Statement of Assets and Liabilities
December 31, 1995
- --------------------------------------------------------------------------------

Assets

Investment in BlackRock Asset Investors, at estimated 
   fair value (cost $21,773,223) (Note 1)                          $ 20,203,440 

Notes receivable (Note 4)                                                21,000 

Deferred organization expenses and other assets (Note 1)                 64,603 
                                                                   ------------
                                                                     20,289,043 
                                                                   ------------

Liabilities
   Payable to BlackRock Asset Investors                                 236,600 
   Payable for organization expenses                                     65,014 
   Master administration fee payable (Note 2)                            47,478 
   Notes payable (Note 4)                                                21,000 
   Directors' fee payable                                                27,154 
   Other accrued expenses                                                23,166 
                                                                   ------------
                                                                        420,412 
                                                                   ------------

Net Assets                                                         $ 19,868,631 
                                                                   ============


Net assets were comprised of:
   Shares of beneficial interest, at par (Note 4)                  $        275
   Paid-in capital in excess of par                                  24,265,397 
   Receivable for shares of beneficial interest (Note 4)             (2,490,040)
                                                                   ------------
                                                                     21,775,632 
     Net investment loss                                               (337,218)
     Net unrealized depreciation on investments                      (1,569,783)
                                                                   ------------

     Net assets, December 31, 1995                                 $ 19,868,631 
                                                                   ============ 

Net asset value per share                                          $     722.26
                                                                   ============

Total shares outstanding at end of period                             27,508.97 
                                                                   ============

- --------------------------------------------------------------------------------







See Notes to Financial Statements.




<PAGE>

BlackRock Fund Investors II
Statement of Operations
For the Period March 29, 1995* through December 31,1995
- --------------------------------------------------------------------------------

Net Investment Loss

Income
   Interest (net of interest expense of $1,365)                   $         --
                                                                  -------------

Expenses
   Master administration (Note 2)                                       239,501 
   Directors                                                             60,791 
   Amortization of deferred organization expenses                        11,345 
   Audit                                                                  8,302 
   Legal                                                                  5,837 
   Custodian                                                              5,672 
   Transfer agent                                                         3,970 
   Miscellaneous                                                          1,800 
                                                                  -------------

     Total expenses                                                     337,218 
                                                                  -------------

   Net investment loss                                                  337,218 


Realized and Unrealized Loss
on Investments (Note 3)
Net unrealized depreciation on investments                           (1,569,783)
                                                                  -------------

Net Decrease In Net Assets
Resulting from Operations                                         $  (1,907,001)
                                                                  ============= 



- --------------------------------------------------------------------------------
*Commencement of investment operations.






See Notes to Financial Statements.







<PAGE>

BlackRock Fund Investors II
Statement of Cash Flows
For the Period March 29, 1995* through December 31, 1995
- --------------------------------------------------------------------------------

Increase (Decrease) in Cash Cash flows used for operating activities:
  Interest received                                                $      1,365 
  Expenses paid                                                          (3,774)
  Purchase of long-term portfolio investments                       (21,773,223)
                                                                   ------------ 

     Net cash flows used for operating activities                   (21,775,632)
                                                                   ------------ 

Cash flows provided by financing activities:
     Proceeds from Fund shares issued                                21,775,632 
     Proceeds from notes sold                                            21,000 
     Cost of notes purchased                                            (21,000)
                                                                   ------------ 

     Net cash flows provided by financing activities                 21,775,632 
                                                                   ------------ 

Net increase in cash                                                        --

Cash, beginning of period                                                   --
                                                                   ------------ 

Cash, end of period                                                $        --
                                                                   ============ 
Reconciliation of Net Decrease in Net
     Assets Resulting from Operations
     to Net Cash Flows Used for
     Operating Activities
Net decrease in net assets resulting from operations               $ (1,907,001)
                                                                   ------------ 

Increase in investments                                             (21,773,223)
Increase in unrealized depreciation                                   1,569,783 
Increase in deferred organization expenses and
     other assets                                                       (64,603)
Increase in accrued expenses and other liabilities                      399,412 
                                                                   ------------ 

     Total adjustments                                              (19,868,631)
                                                                   ------------ 

Net cash flows used for operating activities                       $(21,775,632)


- --------------------------------------------------------------------------------
* Commencement of investment operations.



See Notes to Financial Statements.




<PAGE>

BlackRock Fund Investors II
Statement of Changes in Net Assets
For the Period March 29, 1995* through December 31, 1995
- --------------------------------------------------------------------------------

Increase (Decrease) in Net Assets

Operations:

  Net investment loss                                              $   (337,218)


  Net unrealized depreciation
    on investments                                                   (1,569,783)
                                                                   ------------ 

  Net decrease in net assets resulting
    from operations                                                  (1,907,001)



  Proceeds from shares of beneficial interest issued                 21,775,632 
                                                                   ------------ 


  Net increase                                                       19,868,631 


Net Assets

Beginning of period                                                         --
                                                                   ------------ 
End of period                                                      $ 19,868,631 
                                                                   ============ 



- --------------------------------------------------------------------------------
* Commencement of investment operations.






See Notes to Financial Statements.





<PAGE>

BlackRock Fund Investors II
Financial Highlights
For the Period March 29, 1995* through December 31, 1995
- --------------------------------------------------------------------------------

PER SHARE OPERATING
  PERFORMANCE:

Net asset value, beginning of period                      $      1,000.00 
                                                          ---------------
  Net investment loss                                              (45.98)
  Net unrealized loss on investments                              (231.76)
                                                          ---------------
Net decrease from investment operations                           (277.74)
                                                          ---------------

Net asset value, end of period                            $        722.26
                                                          ===============


TOTAL INVESTMENT RETURN (a)                                       (27.77%)


RATIOS TO AVERAGE NET ASSETS:
Expenses                                                           (4.70%)(b)(c)
Net investment loss                                                (4.70%)(b)(c)

SUPPLEMENTAL DATA:
Average net assets (in thousands)                                  $9,460

Portfolio turnover                                                    --

Net assets, end of period (in thousands)                          $19,869

- --------------------------------------------------------------------------------

  * Commencement of investment operations.
(a) Total investment return is calculated assuming a purchase of a share of
    beneficial interest at net asset value per share on the first day and a
    sale at net asset value per share on the last day of the period reported.
    Dividends are assumed, for purposes of this calculation, to be reinvested at
    the net asset value per share on the payment date. Total investment return
    for periods of less than one full year are not annualized.
(b) Annualized.
(c) The ratio of expenses and net investment loss to total investor capital
    commitments of $112,078,123 on an anuualized basis is 0.39% and 0.39%,
    respectively.


    Contained above is audited  operating  performance based on an average share
    of beneficial  interest  outstanding,  total  investment  return,  ratios to
    average net assets and other  supplemental  data, for the period  indicated.
    This  information  has been  determined  based  upon  financial  information
    provided in the financial statementss.




See Notes to Financial Statements.


<PAGE>

BlackRock Fund Investors II
Notes to Financial Statements
- --------------------------------------------------------------------------------

Note 1.           Organization and Accounting Policies

    BlackRock  Fund  Investors  II ("Fund II") is a  non-diversified  closed-end
investment  company  organized as a Delaware business trust. Fund II invests all
of its investable  assets in BlackRock  Asset  Investors  ("BAI" or the "Trust")
which is a Delaware  business trust registered under the Investment  Company Act
of 1940 as a  non-diversified  closed-end  investment  company  and has the same
investment  objective  as Fund II.  The  value of Fund  II's  investment  in BAI
reflects  Fund  II's  proportionate  interest  in the net  assets  of  BAI.  The
performance  of Fund II is directly  affected  by the  performance  of BAI.  The
financial  statements  of BAI are  included in this report and should be read in
conjunction with Fund II's financial statements.

    The following is a summary of significant  accounting  policies  followed by
Fund II.

Securities  Valuation:  Fund  II's  interest  in BAI is valued by Fund II at its
proportionate  interest in the net asset  value of BAI  (20.00% at December  31,
1995).  Valuation of  securities by BAI is discussed in Note 1 of BAI's Notes to
Financial Statements which are included elsewhere in this report.

Securities  Transactions  and Investment  Income:  Securities  transactions  are
recorded  on the trade  date.  Realized  and  unrealized  gains and  losses  are
calculated  on the  identified  cost basis.  Interest  income is recorded on the
accrual basis and Fund II amortizes  premium or accretes  discount on securities
purchased using the interest method.

Taxes:  It is Fund  II's  intention  to meet the  requirements  of the  Internal
Revenue Code  applicable  to regulated  investment  companies  and to distribute
substantially all of its taxable income to shareholders.  Therefore,  no federal
income or excise tax provision is required.

Dividends and Distributions: Fund II declares and distributes dividends at least
annually first from net investment income, then from realized short-term capital
gains and other sources.  Fund II also expects to pay  distributions in the form
of return of paid-in capital.  Net long-term capital gains, if any, in excess of
loss   carryforwards   are   distributed  at  least   annually.   Dividends  and
distributions  are recorded on the ex-dividend  date.  Income  distributions and
capital  gain  distributions  are  determined  in  accordance  with  income  tax
regulations which may differ from generally accepted accounting principles.

Master Administation,  Administration and Other Expenses:  Master administration
and other expenses are recorded on the accrual basis.

Deferred  Organization  Expenses:  A total of $75,016 was incurred in connection
with the  organization  of Fund II. These costs have been deferred and are being
amortized  ratably  over a period of 60 months  from the date Fund II  commenced
investment operations.

Note 2.           Agreements

    Fund II has a  Master  Administration  Agreement  with  BlackRock  Financial
Management,  Inc. (the "Master  Administrator")  which  provides that during the
Commitment  Period  the  Trust  will  pay to the  Master  Administrator  for its
services  (which are solely  administrative  in nature) a  semi-annual  fee,  in
arrears, in an amount equal to .25% of the aggregate Capital Commitments,  on an
annualized basis. Subsequent to the Commitment Period, the semi-


<PAGE>

annual  fee  payable  in  arrears  to the  Master  Administrator  is .25% of the
weighted  average  capital  invested during the relevant period on an annualized
basis.

    Fund II has also entered into an Administration  Agreement with State Street
Bank  and  Trust  Company   ("State   Street").   For  its  services  under  the
Administration Agreement, State Street receives no fees from Fund II.

    Pursuant  to the  agreements,  the  Master  Administrator  provides  various
administrative  services,  provides  office space and pays the  compensation  of
officers  of Fund II, who are  affiliated  persons of the Master  Administrator.
State Street pays occupancy and certain  clerical and  accounting  costs of Fund
II. Fund II bear all other costs and expenses.

    Certain  trustees of BAI and Fund II, who are not  interested  parties,  are
paid a fee for their  services in the amount of $40,000  each on an annual basis
plus   telephonic   meeting  fees  not  to  exceed  $500  annually  and  certain
out-of-pocket expenses.

Note 3.           Portfolio Securities

    Purchases of investment  securities  for the period ended  December 31, 1995
aggregated $21,773,223.  The federal income tax basis of the investments of Fund
II at December 31, 1995 was  substantially  the same as the basis for  financial
reporting.

Note 4.           Notes

    Fund II has issued and sold notes in the aggregate  amount of $21,000 paying
interest  at a per annum rate of 2.50% over the yield of the  one-year  constant
maturity Treasury,  redeemable  annually by the holder and due on dissolution of
the Fund II.

Note 5.           Capital

    Fund II has  obtained  capital  commitments  from  investors  in the form of
subscription  agreements to engage in the real estate debt investment activities
described  herein.  When notified by Fund II, in accordance with the Declaration
of Trust,  the  investors  shall make capital  contributions  as are required to
satisfy their outstanding capital  commitments.  Fund II must give fourteen days
advance notice before  contributions are due. As of December 31, 1995, the total
outstanding  capital  commitments  from  investors  was  $112,078,123  of  which
$21,775,632  had been called and received.  On December 29, 1995, Fund II made a
capital  call,  received  on January  12,  1996,  totaling  $2,490,040  which is
recorded net in the capital account of Fund II at December 31, 1995.

Note 6.           Quarterly Data (Unaudited)

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------
                                                                Net realized and
                                                                   unrealized
                                     Net investment                  loss on                  Dividends and       Period end
     Quarterly        Total               loss                     investments                Distributions        net asset
      Period          income       Amount       Per Share      Amount      Per Share     Amount         Per Share    value  
      ------          ------       ------       ---------      ------      ---------     ------         ---------    -----
<S>                   <C>          <C>           <C>          <C>           <C>           <C>            <C>        <C>

March 29, 1995*
to April 30, 1995       -          ($74,377)     ($17.48)     ($375,959)    ($88.37)        -              -        $894.15

May 1, 1995
to June 30, 1995        -          ($58,098)     ($10.73)     ($238,124)    ($46.38)        -              -        $841.41

July 1, 1995
to Sept. 30, 1995       -          ($90,125)     ($12.61)     ($519,029)    ($74.99)        -              -        $757.23

October 1, 1995
to Dec. 31, 1995        -         ($114,618)      ($5.16)     ($436,665)    ($22.02)        -              -        $722.26

<FN>
- ---------------
*  Commencement of investment operations.
</FN>
</TABLE>


<PAGE>

(logo)

BLACKROCK FUND INVESTORS II
REPORT OF INDEPENDENT AUDITORS


The Shareholders and Board of Trustees of
BlackRock Fund Investors II:


We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
BlackRock Fund  Investors II as of December 31, 1995 and the related  statements
of operations,  cash flows,  changes in net assets and financial  highlights for
the period March 29, 1995  (commencement  of investment  operations) to December
31, 1995.  These  financial  statements  are the  responsibility  of the Trustis
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995, by
correspondence with BlackRock Asset Investors.  An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial  position of BlackRock Fund Investors II as of December
31, 1995, and the results of its operations,  its cash flows, the changes in its
net  assets  and  the  financial  highlights  for  the  period  March  29,  1995
(commencement  of operations) to December 31, 1995 in conformity  with generally
accepted accounting principles.

As explained in Note 1, the financial statements include investment in BlackRock
Asset  Investors  valued at $20,203,446  (101.7% of net assets),  whose value of
underlying  investments  have been  estimated  by the Board of  Trustees  in the
absence of readily  ascertainable market values. We have reviewed the procedures
used by the Board of  Trustees  in  arriving  at its  estimate  of value of such
investments   and  have  inspected   underlying   documentation,   and,  in  the
circumstances,  we believe the procedures  are reasonable and the  documentation
appropriate.  However,  because of the inherent uncertainty of valuation,  those
estimated values may differ  significantly  from the values that would have been
used had a ready market for the investments  existed,  and the differences could
be material.



Deloitte & Touche LLP
New York, New York
February 9, 1996

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<PAGE>

Trustees
Laurence D. Fink, Chairman
John C. Deterding
Charles Froland
Donald G. Drapkin
Wesley R. Edens
James Grosfeld
Philip Halpern
Laurence E. Hirsch
Kendrick R. Wilson, III

Officers
Ralph L. Schlosstein, President
Wesley R. Edens, Chief Operating Officer
John R. Herbert, Managing Director
Robert I. Kauffman, Managing Director
Randal A. Nardone, Managing Director
Erik P. Nygaard, Managing Director
Henry Gabbay, Treasurer
Susan L. Wagner, Secretary
James Kong, Assistant Treasurer
J. Robert Small, Managing Director and Assistant Secretary

Master Administrator
BlackRock Financial Management, Inc.
345 Park Avenue
New York, NY  10154

Administrator, Custodian and Transfer Agent
State Street Bank and Trust Company
Two Heritage Drive
North Quincy, MA  02171

Independent Auditors
Deloitte & Touche LLP
Two World Financial Center
New York, NY  10281-1431

Legal Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, NY  10022


This report is for shareholder  information.  This is not a prospectus  intended
for use in the purchase or sale of Trust shares.

BlackRock Fund Investors II
Two Heritage Drive
North Quincy, MA  02171




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