SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BlackRock Asset Investors
____________________________________________________________
(Name of Issuer)
Shares of beneficial interest (par value $.01 per share)
____________________________________________________________
(Title of Class and Securities)
091913103
____________________________________________________________
(CUSIP Number of Class of Securities)
Henry Gabbay, 345 Park Avenue, 30th Floor
New York, New York 10154 (212) 754-5560
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 30, 1995
____________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: (X)
SCHEDULE 13D
CUSIP No. 091913103
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PNC Bank Corp.
IRS Identification No. 23-6477964
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 1139.09 (see Item 5)
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1139.09 (see Item 5)
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
937.5
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
The Reporting Person disclaims beneficial ownership as to 201.58
Shares owned by The PNC Bank Corp. Pension Plan
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 091913103
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PNC Investment Corp.
IRS Identification No. 51-0206717
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 937.5
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 937.5
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
937.5
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 091913103
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PNC Holding Corp.
IRS Identification No. 51-0337069
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 937.5
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 937.5
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
937.5
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.0%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
HC
_________________________________________________________________
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of beneficial
interest (par value $.01 per share) (the "Shares") of BlackRock
Asset Investors, a Delaware business trust (the "Issuer")
registered under the Investment Company Act as a closed-end
investment company. The principal executive office of the Issuer
is located at 345 Park Avenue, New York, New York 10154.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This statement is filed on behalf of PNC
Bank Corp. ("PNC"), PNC Holding Corp. ("PNC Holding") and PNC
Investment Corp. ("PNC Investment") (collectively, the "Reporting
Persons"). PNC is a Pennsylvania corporation with its principal
executive offices at One PNC Plaza, Fifth Avenue and Wood Street,
Pittsburgh, Pennsylvania 15265. PNC Holding is a Delaware
corporation with its registered office at 222 Delaware Avenue,
Wilmington, Delaware 19899. PNC Investment is a Delaware
corporation with its registered office at 222 Delaware Avenue,
Wilmington, Delaware 19899. PNC is a bank holding company
registered under the Bank Holding Company Act of 1956, as
amended, and is principally engaged in the business of managing
and controlling banks and activities closely related to banking.
PNC Holding is a direct, wholly-owned subsidiary of PNC. PNC
Investment is a direct, wholly owned subsidiary of PNC Holding.
The Issuer has advised the Reporting Persons that all
of its Shares are held by BlackRock Fund Investors I, BlackRock
Fund Investors II and BlackRock Fund Investors III, each of which
is a Delaware business trust formed contemporaneously with the
Issuer and registered under the Investment Company Act of 1940.
The Declaration of Trust of each of BlackRock Fund Investors I,
BlackRock Fund Investors II and BlackRock Fund Investors III
provides that voting rights with respect to any Shares held by it
are, in effect, passed through to the owners of BlackRock Fund
Investors I, BlackRock Fund Investors II and BlackRock Fund
Investors III's shares of beneficial interest (par value $.01 per
share) ("Fund Shares"), respectively, one of which is PNC
Investment. The Reporting Persons are filing this statement with
respect to the Issuer's Shares as a result thereof.
Appendix A, to this Schedule 13D, which is incorporated
herein by reference, sets forth the following information with
respect to the executive officers and directors of each of PNC,
PNC Holding and PNC Investment: (a) name, (b) business address
and (c) principal occupation or employment, and the name and, if
different than such person's business address, the address of any
corporation or other organization in which such employment is
conducted. Each person listed on Appendix A is a United States
citizen, except for Helge H. Wehmeier, who is a citizen of the
Federal Republic of Germany.
The PNC Bank Corp. Pension Plan (the "PNC Pension")
beneficially owns 201.58 Shares. PNC Pension is administered by
the Pension Administration Committee of PNC, composed of
executive officers of PNC (the "Pension Committee"). PNC Bank,
National Association, an indirect wholly-owned bank subsidiary of
PNC, is the trustee of PNC Pension. The Reporting Persons
disclaim beneficial ownership of such Shares held by PNC Pension.
BlackRock Financial Management, Inc., the investment
adviser to the Issuer, is an indirect wholly owned subsidiary of
PNC.
(d)-(e) During the past five years, neither the
Reporting Persons nor, to the best knowledge of the Reporting
Persons, any person named in Appendix A (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 30, 1995, PNC Investment acquired 937.5 Shares
at a price of $1,000 per Share (or an aggregate cash
consideration of $937,500.00) and PNC Pension acquired 201.58
Shares at a price of $1,000 per Share (or an aggregate cash
consideration of $201,579.56) for an aggregate amount of 1,139.09
Shares (or an aggregate consideration of $1,139,079.56) pursuant
to Subscription Agreements filed herewith as Exhibit 2. The
funds used to effect the acquisitions were from working capital.
The Issuer has advised the Reporting Persons that on
the same date (a) BlackRock Fund Investors I, BlackRock Fund
Investors II and BlackRock Fund Investors III issued an aggregate
of 18,750 of their respective shares of beneficial interest (par
value $.01 per share) (including the above-mentioned 1,139.09
Fund Shares) at a price of $1,000 per share (or an aggregate cash
consideration of $18,750,000), no other such shares having
previously been issued and (b) the Issuer issued an aggregate of
18,750 Shares to BlackRock Fund Investors I, BlackRock Fund
Investors II and BlackRock Fund Investors III at a price of
$1,000 per Share (or an aggregate cash consideration of
$18,750,000 (including the above-referenced $1,139,079.56), no
other such Shares having previously been issued. Accordingly,
the Reporting persons pass-through voting rights relate to
1,139.09 (6.1%) of the outstanding Shares.
ITEM 4. PURPOSE OF TRANSACTION.
PNC Investment acquired the 937.5 Shares described in
Item 3 for investment purposes.
The Reporting Persons have no current intention to
acquire interests in additional Shares (other than pursuant to
PNC Investment's and PNC Pension's obligations under the
Subscription Agreements incorporated herein by reference to
Exhibit 2) or to dispose of Shares. Notwithstanding the
foregoing, the Reporting Persons may, at any time or from time to
time, acquire additional Shares in any other manner or, subject
to the terms of such Subscription Agreement and the Issuers
Declaration of Trust, dispose of any or all of the Shares
beneficially owned by them, or continue to hold such Shares, as
they may deem advisable. Any decision with regard to
acquisitions, dispositions or holding of Shares will depend upon
circumstances existing from time to time, many of which the
Reporting Person cannot control, such as general economic and
market conditions.
Although the foregoing reflects the current intentions
of the Reporting Persons, such intentions are subject to change
at any time. Except as set forth above, neither the Reporting
Persons, nor, to the best knowledge of the Reporting Persons, any
person identified on Appendix A, have any plans or proposals that
would result in or relate to any of the transactions described in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The second paragraph of Item 3 is
incorporated herein by reference. The Reporting Persons, by
virtue of its ownership of BlackRock Fund Investors I, BlackRock
Fund Investors II and BlackRock Fund Investors III Fund Shares
and by virtue of the power of its personnel of the Pension
Committee to direct the voting and disposition of the Shares held
by PNC Pension, may be deemed to own beneficially (as that term
is defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Act")) all 1,139.09 Shares as to which the
Reporting Persons has pass-through voting rights, representing
approximately 6.1% of the issued and outstanding Shares as of
March 30, 1995. As of the date of this statement, PNC held, on
behalf of PNC Investment and PNC Pension, an aggregate of
1,139.09 Shares, representing approximately 6.1% of the 18,750
issued and outstanding Shares as of March 30, 1995, as
represented to the Reporting Persons on behalf of the Issuer.
Each of PNC Holding and PNC Investment held 937.5 Shares,
representing approximately 5.0% of the issued and outstanding
Shares as of March 30, 1995. To the best knowledge of the
Reporting Persons, none of the persons named in Appendix A owns
beneficially (as that term is defined in Rule 13d-3 under the
Act) any Shares, except Members of the Pension Committee which
include, Richard C. Caldwell, Frederick J. Gronbacher, William J.
Johns, Daniel F. Gillis and William F. Strome, may be deemed to
share beneficial ownership of the 201.58 Shares held by PNC
Pension.
(c) The first sentence of Item 3 of this
statement is hereby incorporated by reference. Except as set
forth in such sentence, neither the Reporting Persons, nor, to
the best knowledge of the Reporting Persons, any person named in
Appendix A, has effected any transactions in the Shares during
the past 60 days.
(d) The Pension Committee as a fiduciary of the
PNC Pension has the authority to direct the trustee to make
payments from PNC Pension (which may include dividends from or
proceeds from the sale of Shares held by PNC Pension) to other
persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER
Except as described in Items 4 above, neither the
Reporting Persons, nor, to the best knowledge of the Reporting
Persons, any of the persons identified in Appendix A have any
contract, arrangement or understanding with respect to any
securities of the Issuer. The Subscription Agreements referred
to in Item 4 set forth certain of the terms and conditions of the
sale of the Shares to PNC Investment and PNC Pension, and each is
incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement dated April 10, 1995 among
the Reporting Persons pursuant to Rule 13d-1(f)
under the Act.
Exhibit 2 - Subscription Agreements referred to in Items 2 and
4.
Exhibit 3 - Powers of Attorney
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
Dated: April 10, 1995
PNC Investment Corp.
By: J. Robert Small
Name:
Title:
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
Dated: April 10, 1995
PNC Bank Corp.
By: J. Robert Small
Name:
Title:
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
Dated: April 10, 1995
PNC Holding Corp.
By: J. Robert Small
Name:
Title:
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS
The following information is provided for the persons
listed below: (a) name, (b) business address and (c) principal
occupation or employment and the name of principal business and
address of any such corporation or organization in which such
employment is conducted.
DIRECTORS AND EXECUTIVE OFFICERS OF
PNC BANK CORP.
EXECUTIVE OFFICERS
(a) THOMAS H. O'BRIEN
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Chairman and Chief Executive Officer
(a) JAMES E. ROHR
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) President
(a) SUSAN B. BOHN
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Executive Vice President, Corporate Development and
Communications
(a) RICHARD C. CALDWELL
(b) 1835 Market Street, 15th Floor, Philadelphia, PA 19103
(c) Executive Vice President, Investment Management and Trust
(a) WALTER E. GREGG, JR.
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Executive Vice President, Finance and Administration
(a) ROBERT L. HAUNSCHILD
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Senior Vice President and Chief Financial Officer
(a) JOE R. IRWIN
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Executive Vice President and Chief Investment Officer
(a) WILLIAM J. JOHNS
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Senior Vice President and Chief Accounting Officer
(a) EDWARD P. JUNKER, III
(b) 9th and State Streets, Erie, PA 16553
(c) Vice Chairman
(a) THOMAS E. PAISLEY, III
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Senior Vice President and Chairman of Corporate Credit
Policy Committee
(a) HELEN P. PUDLIN
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Senior Vice President and General Counsel
(a) BRUCE E. ROBBINS
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Executive Vice President, Corporate Banking
(a) A. WILLIAM SCHENCK, III
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Executive Vice President, PNC Retail Banking
(a) RICHARD L. SMOOT
(b) 100 S. Broad Street, Philadelphia, PA 19110
(c) President and Chief Executive Officer, PNC Bank, N.A. -
Philadelphia
(a) HERBERT G. SUMMERFIELD, JR.
(b) One PNC Plaza, Pittsburgh, Pennsylvania 15265
(c) Executive Vice President, PNC Real Estate
DIRECTORS
(a) ROBERT N. CLAY
(b) P.O. Box 114, Midway, KY 40347
(c) President, Clay Holding Company
(a) WILLIAM G. COPELAND
(b) P.O. Box 15760, Wilmington, DE 19850-5760
(c) Chairman of the Board, Providentmutual Holding Company
(a) GEORGE A. DAVIDSON, JR.
(b) CNG Tower, 625 Liberty Avenue, Pittsburgh, PA 15222-3199
(c) Chairman and Chief Executive Officer, Consolidated Gas
Company
(a) DIANNA L. GREEN
(b) One Oxford Centre, 30th Floor, 301 Grant Street, Pittsburgh,
PA 15279
(c) Senior Vice President, Administration, Duquesne Light
Company
(a) C.G. GREFENSTETTE
(b) 2000 Grant Building, Pittsburgh, PA 15219
(c) Chairman and Chief Executive Officer, The Hillman Company
(a) THOMAS MARSHALL
(b) 600 Grant Street, Room 1100, Pittsburgh, PA 15219-2704
(c) Chairman, Aristech Chemical Corporation
(a) W. CRAIG MCCLELLAND
(b) 1600 Valley Road, Wayne, NJ 07470
(c) Chairman and Chief Executive Officer, Union Camp Corporation
(a) DONALD I. MORITZ
(b) 420 Boulevard of the Allies, Pittsburgh, PA 15219
(c) Chairman of the Executive Committee, Equitable Resources,
Inc.
(a) THOMAS H. O'BRIEN
(b) One PNC Plaza, 30th Floor, Pittsburgh, Pennsylvania 15265
(c) Chairman and Chief Executive Officer
(a) JACKSON H. RANDOLPH
(b) 139 East Fourth Street, Cincinnati, OH 45202
(c) Chairman and Chief Executive Officer, CINergy Corp.
(a) JAMES E. ROHR
(b) One PNC Plaza, 30th Floor, Pittsburgh, Pennsylvania 15265
(c) President
(a) RODERIC H. ROSS
(b) 1401 Walnut Street, 10th Floor, Philadelphia, PA 19102-3122
(c) Chairman, President and Chief Executive Officer, Keystone
State Life Insurance Company
(a) VINCENT A. SARNI
(b) c/o PPG Industries, Inc., One PPG Place, Pittsburgh, PA
15272
(c) Chairman of the Executive Committee, Pittsburgh Baseball
Associates
(a) RICHARD P. SIMMONS
(b) 1000 Six PPG Place, Pittsburgh, PA 15222-5479
(c) Chairman, Allegheny Ludlum Corporation
(a) THOMAS J. USHER
(b) 600 Grant Street, Room 6144, Pittsburgh, PA 15219-4776
(c) President and Chief Operating Officer, USX Corporation
(a) MILTON A. WASHINGTON
(b) 5604 Baum Boulevard, Pittsburgh, PA 15206
(c) President and Chief Executive Officer, Allegheny Housing
Rehabilition Corporation
(a) HELGE H. WEHMEIER
(b) 500 Grant Street, Pittsburgh, PA 15219-2507
(c) President and Chief Executive Officer, Bayer Corporation
DIRECTORS AND EXECUTIVE OFFICERS OF
PNC HOLDING CORP.
(a) ROBERT L. HAUNSCHILD
(b) One PNC Plaza, 30th Floor, Pittsburgh, Pennsylvania 15265
(c) Chairman and President/Senior Vice President and Chief
Financial Officer
(a) HENRY A. VOGT
(b) 222 Delaware Avenue, 18th Floor, Wilmington, DE 19899
(c) Senior Vice President
(a) MICHELLE L. PETRILLI
(b) 222 Delaware Avenue, 17th Floor, Wilmington, DE 19899
(c) Chief Market Counsel
DIRECTORS AND EXECUTIVE OFFICERS OF
PNC INVESTMENT CORP.
(a) RICHARD C. CALDWELL
(b) 1835 Market Street, 15th Floor, Philadelphia, PA 19103
(c) Chairman and Executive Vice President of PNC Bank Corp.
(a) ROBERT L. HAUNSCHILD
(b) One PNC Plaza, 30th Floor, Pittsburgh, Pennsylvania 15265
(c) President and Treasurer/Senior Vice President and Chief
Financial Officer, PNC Bank Corp.
(a) CALVERT A. MORGAN, JR.
(b) 222 Delaware Avenue, Wilmington, DE 19899
(c) Chairman, President and Chief Executive Officer, PNC Bank,
Delaware
(a) THOMAS H. O'BRIEN
(b) One PNC Plaza, 30th Floor, Pittsburgh, Pennsylvania 15265
(c) Chairman and Chief Executive Officer, PNC Bank Corp.
(a) MICHELLE L. PETRILLI
(b) 222 Delaware Avenue, 17th Floor, Wilmington, DE 19899
(c) Chief Market Counsel, PNC Bank - Delaware
EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and between the
undersigned that the Schedule 13D filed on or about this date
with respect to the beneficial ownership of the undersigned of
shares of beneficial interest (par value $.01 per share) of
BlackRock Fund Investors I, a Delaware business trust, is being,
and any and all amendments thereto may be, filed on behalf of
each of the undersigned. This Agreement may be executed in two
or more counterparts, each of which will be deemed an original,
but all of which together shall constitute one and the same
instrument.
Dated: April 10, 1995
PNC Investment Corp.
By: J. Robert Small
Name:
Title:
PNC Bank Corp.
By: J. Robert Small
Name:
Title:
PNC Holding Corp.
By: J. Robert Small
Name:
Title:
EXHIBIT 2
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this ________ day
of ________, 1995 among BlackRock Asset Investors, a Delaware business
trust, with its principal offices at 345 Park Avenue, New York, New
York 10154 (the "Trust"), BlackRock Financial Management L.P., a
Delaware limited partnership with its principal offices at 345 Park
Avenue, New York, New York 10154 (the "Advisor") and the undersigned,
BlackRock Fund Investors , a Delaware business trust (the
"Subscriber").
W I T N E S S E T H:
WHEREAS, the Trust is authorized to issue an aggregate of up
to 200,000,000 shares of beneficial interest, par value $.01 per
share, of the Trust (the "Shares"), upon the terms and subject to the
conditions hereinafter set forth, and the Subscriber desires to
irrevocably commit, upon the terms and subject to the conditions
hereinafter set forth, to purchase up to a specified aggregate dollar
amount of Shares ("Capital Commitment") as set forth on the signature
page hereof;
NOW, THEREFORE, for and in consideration of the premises and
the mutual representations and covenants hereinafter set forth, the
parties hereto do hereby agree as follows:
1. Subscription for shares and Representations and Agreements of
Subscriber
1.1 The Subscriber hereby acknowledges that (a) it was
organized solely for the purpose of investing in the Trust; and (b) by
executing this Agreement, the Subscriber irrevocably commits, upon the
terms and subject to the conditions hereinafter set forth, to purchase
up to the aggregate amount (net of cash distributions of capital from
the Trust to the Subscriber) of Shares of the Trust as set forth upon
the signature page hereof.
1.2 The initial closing is expected to occur on or about
Janaury 6, 1995 (the "Initial Closing"), although the Initial Closing
may occur on any date, prior to March 31, 1995, after which at least
$200 million of total capital commitments ("Total Trust Commitments")
have been secured from all investors in the Trust. Subsequent
closings may be held on or before March 31, 1995.
1.3 As summarized in the Confidential Private Placement
Memorandum dated December 21, 1994 (the "Memorandum"), pursuant to and
subject to all of the terms of the Trust's Declaration of Trust, as
amended from time to time (the "Declaration"), and the Subscriber's
Declaration of Trust, as amended from time to time (the "Subscriber's
Declaration"), under certain circumstances following a Trigger
Notification Date (as defined in the Declaration), each shareholder of
the Subscriber will be given the right to cancel its unfunded Capital
Commitment (as defined in the Subscriber's Declaration) and, if so
approved by holders of a majority of the Trust's shares, all unfunded
Capital Commitments will be cancelled and, if so approved, the Trust
and each investment company investing in the Trust (each a "Fund" and
collectively, the "Funds") will terminate and promptly wind up their
affairs. In addition, pursuant to and subject to all of the terms of
the Declaration, all unfunded Capital Commitments will be cancelled
and the Trust and each Fund will terminate and promptly wind up their
affairs at any time if so approved by holders of 75% of the Trust's
shares. Subject to the foregoing, the period during which the Capital
Commitment may be drawn down by the Trust (the "Commitment Period")
will expire on the third anniversary of the Initial Closing; provided,
however, that the Advisor, upon approval by holders of a majority of
the outstanding shares of beneficial interest of the Trust, may extend
the Commitment Period for up to one additional year if (i) at least
50% of the Total Trust Commitments have been drawn down and invested
prior to such expiration date and (ii) the Advisor determines, in its
reasonable judgment, that sufficient opportunities exist to deploy the
unused Total Trust Commitments during the extension period.
1.4 Undrawn Capital Commitments by the Subscriber and each
other Fund may be called by the Trust during the Commitment Period in
any amount not less than $10 million in the aggregate; provided that
each such capital call to the Subscriber and the Funds shall be
expressed as a pro rata percentage of the Subscriber's and each Fund's
undrawn Capital Commitment to the Trust.
1.5 In order to make a capital call on the Subscriber, the
Trust must provide at least 14 days prior written notice of the amount
of the call (both as a percentage of the unpaid portion of the
Subscriber's Capital Commitment and as a dollar amount) and the date
(no sooner than 14 days following the capital call) on which
immediately available funds must be received by the Trust. Upon
receipt of funds pursuant to a call, the Trust will issue in the name
of and for the account of the Subscriber that number of full and
fractional Shares having an aggregate net asset value equal to the
amount of the capital call from the Subscriber as determined by the
Trust at any time within 48 hours, excluding Saturdays, Sundays and
holidays on which banks in the City of New York or the New York Stock
Exchange are not open for business, prior to the date of such
issuance. Upon the Subscriber's payment to the Trust pursuant to a
capital call, the Subscriber's undrawn Capital Commitment shall be
reduced by the amount of such payment; provided, however, that the
Subscriber's undrawn Capital Commitment shall be increased (but not in
excess of the original amount) by any cash distributions of capital
from the Trust to the Subscriber during the Commitment Period. At or
prior to the date of each capital call, the Trust will advise the
Subscriber of the total amount of such Subscriber's undrawn Capital
Commitment, together with details of any return of capital subsequent
to the previous capital call. If the Subscriber does not receive from
one or more of its subscribers the entire amount of the capital call
made by the Subscriber in order to satisfy the Trust's capital call,
the Subscriber will reduce its payment to the Trust accordingly and
will not borrow funds or use funds on hand to satisfy the missing
portion of the Trust's capital call.
1.6 If the Subscriber fails to pay the full amount of a
capital call by the date specified in the notice, the Trust will send
a second notice of such call. If the Subscriber fails to pay the full
amount of such capital call in immediately available funds on or prior
to 5:30 p.m. on the 14th day (the "Default Date") after the date of
such second notice, the Trust shall be entitled at any time prior to
the 120th day after the Default Date to repurchase, retire and cancel
the same number of its Shares from the Subscriber as the number of
shares of the Subscriber previously repurchased by the Subscriber
pursuant to a parallel repurchase right, at a price per Share equal to
the price per share of the Subscriber paid by the Subscriber. Other
than as set forth in this Section 1.6, the Trust shall not purchase,
redeem or otherwise acquire its Shares.
1.7 If this Agreement is accepted by the Trust after the
date on which the Trust receives funds in satisfaction of its first
capital call (the "Initial Funding Date"), the Trust will specify in
such acceptance, and the Trust will specify in a written notice to
each other subscriber that has a Capital Commitment expressed as a
percentage of the Total Trust Commitments, the amount that the new
Subscriber and each such percentage subscriber, respectively, shall
pay in immediately available funds within 14 days after such
acceptance or notice, which amount shall be sufficient to permit all
future capital calls to be made on a pro rata basis; provided that the
Trust will accept new or additional subscriptions no more frequently
than biweekly after the Initial Funding Date. Payments due will not
be treated as capital calls subject to the minimum as set forth in
Section 1.4.
1.8 The Subscriber understands and acknowledges (i) that
the Subscriber must bear the economic risk of his investment in the
Shares; (ii) that the Shares have not been registered under the
Securities Act of 1933 (the "1933 Act") or any state or foreign
securities laws, that the Trust has no intention of doing so and that
the Subscriber has no right to require it to do so and that therefore
such Shares cannot be resold or transferred unless they are
subsequently registered under the 1933 Act and applicable state laws
or unless an exemption from such registration is available; (iii) that
the Subscriber is purchasing the Shares for investment purposes only
for the account of the Subscriber and not with any view toward a
distribution thereof; (iv) that the Subscriber has no contract,
undertaking, agreement or arrangement with any person to sell,
transfer or pledge to such person or anyone else any of the Shares
which the Subscriber hereby subscribes to purchase or any part thereof
or interest therein, and the Subscriber has no present plans to enter
into any such contract, undertaking, agreement or arrangement; (v)
that the Subscriber understands that, except as otherwise provided in
the Declaration, the Shares cannot be transferred without the prior
written consent of the Trust; (vi) that there will be no public market
for the Shares; (vii) that any disposition of the Shares or any
interest therein may result in unfavorable tax consequences to the
Subscriber; and (viii) that this Agreement represents an interest in
Shares and is subject to the foregoing to the same extent as the
Shares.
1.9 The Subscriber recognizes that the purchase of Shares
involves a high degree of risk in that (i) the Trust has no operating
history; (ii) an investment in the Trust is highly speculative, and
only investors who can afford the loss of their entire investment
should consider investing in the Trust and the Shares; (iii) the
Subscriber may not be able to dispose of his investment; (iv)
transferability of the Shares is extremely limited and (v) in the
event of a disposition, the Subscriber could sustain the loss of his
entire investment.
1.10 The Subscriber represents that it is an "accredited
investor" as such term is defined in Rule 501 of Regulation D
promulgated under the 1933 Act, as indicated by the responses to the
questions contained in Section 6 hereof.
1.11 The Subscriber hereby represents that he has been
afforded the opportunity to ask questions of and obtain additional
information concerning the terms and conditions of the offering of the
Shares or to verify the information contained in the Confidential
Private Placement Memorandum dated December 21, 1994, as supplemented
from time to time, and the appendices thereto (collectively, the
"Offering Documents") or otherwise relative to the Trust, to the
extent that the officers and representatives of the Trust possess such
information or can acquire it without unreasonable effort or expense.
All such questions if asked have been answered satisfactorily and all
such information provided has been found to be fully satisfactory.
1.12 The Subscriber hereby represents that the Subscriber
has received, reviewed carefully and understands fully the Offering
Documents. The Subscriber has evaluated the risks of investing in the
Shares, and has determined that the Shares are a suitable investment
for the Subscriber. The Subscriber can bear the economic risk of this
investment and can afford a complete loss of his investment. In
evaluating the suitability of an investment in the Shares, the
Subscriber has not relied upon any representations or other
information (whether oral or written) other than as set forth in the
Offering Documents, and independent investigations made by the
Subscriber or representative(s) of the Subscriber or the investors in
the Subscriber.
1.13 The Subscriber hereby acknowledges that the offering of
the Shares has not been reviewed, endorsed or recommended by the
United States Securities and Exchange Commission (the "Commission") or
any state or foreign regulatory authority and that no federal, state
or foreign authority has made any finding or determination as to the
fairness of the offering of the Shares.
1.14 The Subscriber understands that there is no market for
the Shares and that no market is expected to develop for the Shares.
The Subscriber hereby agrees that it will not dispose of an interest
in this Agreement or any of the Shares purchased pursuant hereto
(including by way of sale, transfer, assignment, pledge, hypothecation
or any other means) other than in accordance with the provisions set
forth in the Declaration (which provisions are summarized in the
Memorandum).
1.15 Any information which the Subscriber has furnished to
the Trust in Section 6 or on the signature page hereof, is correct and
complete as of the date of this Agreement and if there should be any
material change prior to the Initial Closing in such information or in
any representation or warranty made by the Subscriber herein, the
Subscriber will immediately furnish such revised or corrected
information to the Trust.
1.16 The Subscriber hereby represents that the address or
the addresses of the Subscriber furnished by him on the signature page
hereof is the undersigned's principal residence if he is a natural
person or its principal business address or addresses if it is a
corporation or other entity.
1.17 The representations, warranties, agreements,
undertakings and acknowledgements made by the Subscriber in this
Agreement (the "Covered Items") are made with the intent that they be
relied upon by the Trust in determining the Subscriber's suitability
as a purchaser of the Shares, and shall survive any such purchase.
The Subscriber recognizes that the offer of the Shares to him was made
in reliance upon his representations and warranties and the
acknowledgments and agreements set forth herein, and hereby agrees to
indemnify, to the extent of the Subscriber's undrawn Capital
Commitment and the Subscriber's interest in the Trust (which shall be
the maximum indemnification liability of the Subscriber for all
purposes hereof), the Trust, the Advisor and each of their respective
Affiliates (as defined in the Declaration), and to hold each of them
harmless against, all liabilities, costs or expenses (including
reasonable attorneys' fees) arising as a result of the sale or
distribution of the Shares by the Subscriber in violation of the
registration requirements of the 1933 Act (or other applicable law) or
any material misrepresentation or material breach by the Subscriber of
the Covered Items.
2. Representations by, and Covenants of, the Advisor and the Trust
2.1 As of the Initial Closing, the Advisor, and as of each
subsequent closing date, the date of notice of each call and the date
of each sale of Shares by the Trust (each, a "Subsequent Date"), the
Advisor (but only to the best of its knowledge insofar as the Trust is
concerned) and the Trust (but solely as to the Trust and the Funds
other than the Subscriber and not as to the Advisor) represent,
warrant and, where applicable, covenant that (A) the Trust has been
duly organized, and is subsisting and in good standing, as a business
trust under the laws of the State of Delaware and has the requisite
power and authority to conduct its business as described in the
Offering Documents and the Declaration and (B) each of the
Declaration, the Declaration of Trust of each of the Funds, the
Investment Advisory Agreement (the "Advisory Agreement") in effect
between the Trust and the Advisor, this Agreement, the other
subscription agreements with respect to the Trust and each Fund and
any other documents executed and delivered by the Trust, the Funds,
their respective Trustees or the Advisor in connection therewith or
herewith have been duly authorized, executed and delivered by such
persons, and are the legal, valid and binding obligations of such
persons enforceable in accordance with their respective terms, except
(i) that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights and (ii) that the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
2.2 As of the Initial Closing and as of each Subsequent
Date, the Advisor represents, warrants and, where applicable,
covenants that it has been duly organized, and is subsisting and in
good standing, under the laws of the state of its organization and has
the requisite power and authority to enter into and perform its
obligations under the Advisory Agreement.
2.3 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor and the Trust represent, warrant and,
where applicable, covenant that the Shares have been duly and validly
authorized and, when delivered and paid for in accordance with this
Agreement, will be duly and validly issued units of beneficial
interest in the Trust and that the Subscriber shall be entitled to all
the benefits of a beneficial owner of the Trust under the Declaration
and the Delaware Act (as defined in the Declaration).
2.4 As of the Initial Closing, the Advisor represents and
warrants that the Trust is duly qualified to do business and is in
good standing in the State of New York and is not required by virtue
of the conduct of its business to be qualified as a foreign
corporation in any other jurisdiction.
2.5 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the extent within its control, and
the Trust represent, warrant and, where applicable, covenant that the
Trust will use the proceeds from the sale of the Shares solely to
invest in a manner consistent with the Offering Documents and to pay
the Trust's expenses.
2.6 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the extent within its control, and
the Trust represent, warrant and, where applicable, covenant that
commencing on the Initial Funding Date, the Trust will (i) be an
investment company within the meaning of the Investment Company Act of
1940 (the "1940 Act") and be registered as such under the 1940 Act and
(ii) qualify for and be entitled to receive the special tax treatment
afforded a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended. Without limiting the
generality of the foregoing, to the extent within the control of the
Advisor, commencing on the Initial Funding Date, the Trust will have
outstanding securities (other than short-term paper) beneficially
owned by more than 100 persons as determined in accordance with
provisions of Section 3(c)(1) of the 1940 Act and the Trust will not
be a company described in Sections 3(c)(5) and/or 3(c)(6) of the 1940
Act.
2.7 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor (to the best of its knowledge insofar as
the Trust and any Fund is concerned) and the Trust (but solely as to
the Trust and the Funds other than the Subscriber and not as to the
Advisor), to the best of its knowledge, represent, warrant and, where
applicable, covenant that neither the Trust, any Fund, nor the Advisor
is in default (nor has any event occurred which with notice, lapse of
time, or both, would constitute a default) in the performance of any
obligation, agreement or condition contained in the Declaration or the
Declaration of Trust of each respective Fund, or in any indenture,
mortgage, deed of trust, credit agreement, note or other evidence of
indebtedness or any lease or other agreement or understanding, or any
license, permit, franchise or certificate, to which any such person is
a party or by which any thereof is bound or to which the properties of
any thereof are subject, nor is any such person in violation of any
statute, regulation, law, order, writ, injunction, judgment or decree
to which it is subject, which default or violation would materially
adversely affect the business or financial condition of such person or
impair such person's ability to carry out its obligations under this
Agreement, any subscription agreement with respect to any Fund, the
Declaration or the Declaration of Trust of each respective Fund, as
the case may be, or impair the Advisor's ability to carry out its
obligations under the Advisory Agreement.
2.8 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, and the Trust (but solely as to the
Trust and the Funds other than the Subscriber and not as to the
Advisor), represent, warrant and, where applicable, covenant that
there is no litigation, investigation, or other proceeding pending or,
to the best of its or their knowledge, threatened against the Trust,
each Fund, the Advisor or any of their respective Affiliates
(excluding from such term solely for this purpose any investor in the
Trust or in any Fund other than the Advisor or its Affiliates) which,
if adversely determined, would materially adversely affect the
business or financial condition of the Trust, each Fund or the Advisor
or the ability of such person to carry out its obligations under this
Agreement, any subscription agreement with respect to each Fund, the
Declaration or the Declaration of Trust of each Fund, as the case may
be, or impair the Advisor's ability to carry out its obligations under
the Advisory Agreement.
2.9 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the best its knowledge, and the
Trust, to the best of its knowledge, represent, warrant and, where
applicable, covenant that neither the Trust nor any person acting on
its behalf has taken any actions that would subject the issuance and
sale of the Shares to the registration and prospectus delivery
provisions of the 1933 Act.
2.10 As of the Initial Closing, the Advisor, and as of each
Subsequent Date occuring on or prior to March 31, 1995, the Advisor,
and the Trust represent, warrant and, where applicable, covenant that
the Offering Documents do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements contained therein not misleading in light of the
circumstances under which they are or were made.
2.11 As of the Initial Closing and as of each Subsequent
Date, the Advisor represents, warrants and, where applicable,
covenants that the Subscriber has been provided true, complete and
correct copies or forms of all letters, agreements, undertakings and
other documents by and among the Trust or the Advisor or an Affiliate
thereof relative to any such person's purchase of shares of the Trust
or any terms, conditions, operations, obligations or other
understandings affecting such Trust.
2.12 As of the Initial Closing and as of each Subsequent
Date, the Advisor represents, warrants and, where applicable,
covenants that the Advisor will reimburse the Trust, BlackRock Capital
Finance, and the Funds for, or cause to be paid on behalf of the
Trust, BlackRock Capital Finance and the Funds, each such entity's
allocable share of the aggregate offering and organizational expenses
of the Trust, BlackRock Capital Finance and the Funds in excess of
$750,000.
2.13 The Advisor and/or the Trust, as the case may be,
acknowledges that the representations, warranties and covenants made
by the Advisor and/or the Trust, as the case may be, are made with the
intent that they be relied upon by the Subscriber in committing to
purchase and in purchasing Shares and shall survive any such purchase
and that the commitment to purchase, and each purchase of, Shares by
the Subscriber was and will be made in reliance upon the
representations, warranties and covenants set forth herein. To the
extent such representations, warranties and covenants are made by the
Advisor and the Trust, they are made jointly and severally: provided,
however, that if the Subscriber brings action against only the Trust
or only the Advisor, the defending party may implead or seek
contribution from the other and the other will, in addition to any
liability or contribution imposed, be liable to the defending party
for the incremental costs incurred by the defending party in
connection with such impleader or contribution proceeding if (a) the
other is found to be responsible for 25% or more of the aggregate
recovery, (b) the other is found to be responsible for $1,250,000 or
more or (c) the defending party is found to be not responsible for any
amount and the other is found to be responsible for some amount. The
Advisor hereby agrees to indemnify, to the extent of the dollar amount
of the Subscriber's Capital Commitment (which shall be the maximum
indemnification liability of the Advisor for all purposes hereof), the
Subscriber and any Affiliates, and to hold each of them harmless
against liabilities, costs or expenses (including reasonable
attorneys' fees) arising as a result of the sale or distribution of
the Shares by the Trust or the Advisor (or any Affiliate of the
Advisor) in violation of the registration requirements of the 1933 Act
(or other applicable law) or any material misrepresentation or
material breach by the Advisor of its representations, warranties and
covenants made herein.
3. Closing Conditions
3.1 The Subscriber's obligations hereunder are subject to
the fulfillment (or waiver by the Subscriber), prior to or at the time
of the Initial Closing, of the following conditions:
(a) The representations and warranties set forth
herein on the part of the Advisor shall be true and correct as if made
on and as of the time of the Initial Closing.
(b) The Initial Closing shall have occurred not later
than March 31, 1995; the Total Trust Commitments at the time of the
Initial Closing shall be at least $200 million and the Total Trust
Commitments shall include a capital commitment on the part of the
Advisor (either directly or through one or more affiliates) to one or
more of the Subscriber and the Funds in an aggregate amount equal to
the lesser of 5% of the Total Trust Commitments and $27 million.
(c) The certificate of trust with respect to the Trust
shall have been duly filed in the Office of the Secretary of State of
the State of Delaware.
(d) The Advisor shall have executed and delivered to
the Subscriber a certificate satisfactory in form and substance to the
Subscriber certifying the fulfillment of the conditions specified in
clauses (a) through (c) above.
(e) The Subscriber shall have received opinions dated
the date of the Initial Closing from Skadden, Arps, Slate, Meagher &
Flom in substantially the form attached hereto as Schedule 1.
3.2 If at the Initial Closing the Advisor fails to tender
to the Subscriber the documents specified herein which are required to
be delivered to the Subscriber at the Initial Closing or if any of the
conditions specified in Section 3.1 above shall not have been
fulfilled, the Subscriber shall, at its election, be relieved of all
further obligations under this Agreement.
4. Miscellaneous
4.1 Any notice or other communication given hereunder shall
be deemed sufficient if in writing and sent by facsimile with written
confirmation of receipt and a copy of the notice sent by overnight
courier or if delivered by hand against written receipt therefor,
addressed to BlackRock Asset Investors, c/o BFM Advisory L.P., 345
Park Avenue, New York, New York 10154, Attention: Ralph L.
Schlosstein, President (Fax: 212-754-8760), BlackRock Financial
Management L.P., 345 Park Avenue, New York, New York 10154, Attention:
Ralph L. Schlosstein, President, (Fax: 212-754-8760) or to the
Subscriber at his address or facsimile number indicated on the
signature page of this Agreement, or in either case such other person
or address as shall have been given by notice to the other party.
Notices shall be deemed to have been given on the date sent or
delivered by hand in accordance with the provisions set forth in this
Section 4.1.
4.2 This Agreement shall not be changed, modified or
amended except by a writing signed by the parties hereto and approved
by those persons owning or committed to purchase shares issued or to
be issued by the Subscribers, and this Agreement may not be discharged
except by performance in accordance with its terms or by a writing
signed by such parties and approved by such persons.
4.3 This Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement and any other
agreements referred to herein sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and
merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them with respect to such
subject matter. This Agreement may not be assigned without the prior
written consent of each party hereto or the successor to substantially
all of the business of any such person.
4.4 Upon the execution and delivery of this Agreement by
the Subscriber, this Agreement shall become a binding obligation of
the Subscriber with respect to the purchase of Shares as herein
provided and shall survive the insolvency, merger, consolidation,
share exchange, sale of assets and the death or disability of the
Subscriber; provided, however, if within 14 days of the Trust's
acknowledged receipt of the Subscription Agreement, the Subscription
Agreement is not accepted by the Trust and the Advisor and an accepted
copy is not delivered to the Subscriber, the Subscription Agreement
shall be of no further force and effect unless the Subscriber agrees
in writing to an extension of such 14 day period.
4.5 Notwithstanding the place where this Agreement may be
executed by any of the parties hereto, the parties expressly agree
that all the terms and provisions hereof shall be construed in
accordance with and governed by the laws of the State of New York,
without regard to principles of conflicts of law.
4.6 The holding of any provision of this Agreement to be
invalid or unenforceable by a court of competent jurisdiction shall
not affect any other provision of this Agreement, which shall remain
in full force and effect.
4.7 It is agreed that a waiver by either party of a breach
of any provision of this Agreement shall not operate, or be construed,
as a waiver of any subsequent breach by that same party.
4.7 This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
5. Notice to Certain State Residents
5.1 In making an investment decision investors must rely on
their own examination of the issuer and the terms of the offering,
including the merits and risks involved. These securities have not
been recommended by any federal or state securities commission or
regulatory authority in any jurisdiction. Furthermore the foregoing
authorities have not confirmed the accuracy or determined the adequacy
of this document. Any representation to the contrary is a criminal
offense.
5.2 These securities are subject to restrictions on
transferability and resale and may not be transferred or resold except
as permitted under the 1933 Act, as amended, and the applicable state
securities laws, pursuant to registration or exemption therefrom.
Investors should be aware that they will be required to bear the
financial risks of this investment.
5.3 The Attorney General of the State of New York has not
passed on or endorsed the merits of this offering. Any representation
to the contrary is unlawful.
5.4 Florida Residents: Where sales are made to five or
more persons in Florida (excluding certain institutional purchasers
described in section 517.061(7) of the Florida Securities and Investor
Protection Act) (the "Act"), any such sale made pursuant to section
517.061(11) of the Act shall be voidable by the purchaser either
within three days after the first tender of consideration is made by
such purchaser to the issuer, or an agent of the issuer, or an escrow
agent or within three days after the availability of that privilege is
communicated to such purchaser, whichever occurs later.
5.5 New Hampshire Residents: Neither the fact that a
registration statement or an application for license has been filed
under Chapter 421-B with the State of New Hampshire nor the fact that
a security is effectively registered or a person is licensed in the
State of New Hampshire constitutes a finding by the Secretary of State
that any document filed under RSA 421-B is true, complete and not
misleading. Neither any such fact nor the fact that an exemption or
exception is available for a security or a transaction means that the
Secretary of State has passed in any way upon the merits or
qualification of, or recommended or given approval to, any person,
security or transaction. It is unlawful to make, or cause to be made,
to any prospective purchaser, customer or client any representation
inconsistent with the provisions of this paragraph.
5.6 Pennsylvania Residents: If a purchaser is a resident
of the Commonwealth of Pennsylvania, he acknowledges and agrees that
(a) the securities purchased by such purchaser cannot be sold for a
period of twelve (12) months from the date of purchase, except as
permitted under section 204.011 of the Pennsylvania Securities
Regulations, and (b) pursuant to section 207(M) of the Pennsylvania
Securities Act, each Pennsylvania resident who accepts an offer to
purchase securities exempted from registration under section 203(D) of
the Pennsylvania Securities Act directly from an issuer or an
affiliate of an issuer has the right to withdraw his acceptance
without incurring any liability to the seller, underwriter, if any, or
any other person within two (2) business days from the date of receipt
by the issuer of his written binding contract of purchase or, in the
case of a transaction in which there is no written binding contract of
purchase, within two (2) business days after he makes the initial
payment for the securities being offered.
6. CONFIDENTIAL INVESTOR QUESTIONNAIRE
The Subscriber represents and warrants that the purchaser of
the Shares comes within each category marked below, and that for any
category marked, he or she has truthfully set forth the factual basis
or reason the Subscriber comes within that category. ALL INFORMATION
IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL. The
undersigned agrees to furnish such additional information as is
reasonably necessary in order for the Trust or the Advisor to verify
the answers set forth below.
Please mark each applicable box
( ) a. The undersigned is an individual (not a
partnership, corporation, etc.) whose individual
net worth, or joint net worth with his or her
spouse, presently exceeds $ 1,000,000.
Explanation. In calculating net worth you may
include equity in personal property and real
estate, including your principal residence, cash,
short-term investments, stock and securities.
Equity in personal property and real estate should
be based on the appraised fair market value of such
property less debt secured by such property.
( ) b. The undersigned is an individual (not a partnership,
corporation, etc.) who had an income in excess of
$200,000 in each of the two most recent years, or joint
income with their spouse in excess of $300,000 in each of
those years (in each case including foreign income, tax
exempt income and full amount of capital gains and losses
but excluding any income of other family members and any
unrealized capital appreciation) and has a reasonable
expectation of reaching the same income level in the
current year.
( ) c. The undersigned is a director or executive officer of the
Trust which is issuing and selling the Shares.
( ) d. The undersigned is a bank; a savings and loan
association, insurance company, registered investment
company; registered business development company;
licensed small business investment company ("SBIC"); a
plan established and maintained by a state, its political
subdivisions, on any agency on instrumentality of a state
or its political subdivisions, for the benefit of its
employees, if such plan has total assets in excess of
$5,000,000; or an employee benefit plan within the
meaning of Title 1 of ERISA and (a) the investment
decision is made by a plan fiduciary which is either a
bank, savings and loan association, insurance company or
registered investment advisor, or (b) the plan has total
assets in excess of $5,000,000 or is a self directed plan
with investment decisions made solely by persons that are
accredited investors.
(describe entity)
( ) e. The undersigned is a private business development company
as defined in section 202(a)(22) of the Investment
Advisors Act of 1940;
(describe entity)
( ) f. The undersigned is a corporation, partnership,
Massachusetts or other business trust, or a non-profit
organization within the meaning of Section 501 (c)(3) of
the Internal Revenue Code, in each case not formed for
the specific purpose of acquiring the Shares and with
total assets in excess of $5,000,000;
(describe entity)
( ) g. The undersigned is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of
acquiring the Shares, where the purchase is directed by a
"sophisticated person" as defined in Regulation
506(b)(2)(ii). Such "sophisticated person" has the
knowledge and experience in financial and business
matters to capably evaluate the merits and risks of the
prospective investment.
( ) h. The undersigned is an entity all the equity owners of
which are "accredited investors" within one or more of
the above categories.
(describe entity)
( ) i. The undersigned is not within any of the categories above
and is therefore a nonaccredited investor.
( ) j. The undersigned is (i) an individual or company whose
subscription is for at least $500,000 or (ii) an
individual or company whose net worth at the time of
entering into such person's or company's subscription
agreement is at least $1,000,000. For this purpose, the
term "company" generally means a corporation,
partnership, association, joint-stock company, trust, or
any organized group of persons (which may include a
contractual arrangement), whether incorporated or not, or
any receiver, trustee in bankruptcy or liquidating agent
for any of the foregoing. However, the term "company"
does not include a registered investment company, a
business development company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940 (which
would include a registered business development company)
or any "company" which would be required to register as
an investment company except by virtue of the operation
of Section 3(c)(1) of the Investment Company Act of 1940
unless each of such company's equity holders satisfies
the requirements of clause (i) or (ii) above (taking into
account the definition of company used in such clauses).
THE UNDERSIGNED IS INFORMED OF THE SIGNIFICANCE OF THE FOREGOING
REPRESENTATIONS, AND THEY ARE MADE WITH THE INTENTION THAT THE TRUST
WILL RELY ON THEM.
7. Manner in Which Title to be Held (check one)
a. ( ) Individual Ownership
b. ( ) Community Property
c. ( ) Joint Tenant with Right of Survivorship (both parties must
sign)
d. ( ) Partnership*
e. ( ) Tenants in Common
f. ( ) Corporation*
g. ( ) Trust*
h. ( ) Other
* If Shares are being subscribed for by an entity other than an
individual, please complete Exhibit A, B or C, as applicable, which
are attached.
Capital Commitment (please fill in (a) and (b) below): The
minimum Capital Commitment is the lesser of (x) $5 million
or (y) 0.83% of the Trust's maximum amount of Capital
Commitments ($600 million).
(a) $ million
(b) % of the aggregate
Capital Commitments of the Trust, subject
to a maximum of $ million
BlackRock Fund Investors I
Name(s) Exactly as to Appear on
Stock Register
By:
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Fund Investors I
Name Typed or Printed
345 Park Avenue
Business Address
New York, New York
10154
City, State and Zip Code
(212) 754-5560
Telephone
(212) 935-1370
Facsimile Number
applied for
Tax Identification Number
Dated: , 199
This Subscription Agreement is agreed to and
accepted as of _______ __, 1995
BlackRock Asset Investors I
By:
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Financial Management L.P.
By:
Name: Ralph L. Schlosstein
Title: President
Capital Commitment (please fill in (a) and (b) below): The
minimum Capital Commitment is the lesser of (x) $50 million
or (y) 8.33% of the Trust's maximum amount of Capital
Commitments ($600 million).
(a) $ million
(b) % of the aggregate
Capital Commitments of the Trust, subject
to a maximum of $ million
BlackRock Fund Investors II
Name(s) Exactly as to Appear on
Stock Register
By:
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Fund Investors II
Name Typed or Printed
345 Park Avenue
Business Address
New York, New York
10154
City, State and Zip Code
(212) 754-5560
Telephone
(212) 935-1370
Facsimile Number
applied for
Tax Identification Number
Dated: , 199
This Subscription Agreement is agreed to and
accepted as of _______ __, 1995
BlackRock Asset Investors II
By:
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Financial Management L.P.
By:
Name: Ralph L. Schlosstein
Title: President
EXHIBIT A
CERTIFICATE OF TRUST INVESTOR
CERTIFICATE OF BlackRock Fund Investors (the "Fund")
(Name of Trust or Custodial Relationship)
The undersigned, an officer of the Fund, hereby certifies as
follows:
1. That the Fund was established pursuant to a Declaration of
Trust dated ________ __, 1995 (the "Agreement").
2. That as of the date hereof, the Agreement has not been
revoked and is still in full force and effect.
3. That Laurence D. Fink, Ralph L. Schlosstein, Wesley R.
Edens, Henry Gabbay and Susan L. Wagner is each authorized to execute,
on behalf of the Fund, any and all documents in connection with the
Fund's investment in the Trust.
IN WITNESS WHEREOF, I have executed this certificate as an
officer of the Fund authorized to execute this certificate this __ day
of , 199 , and declared that it is truthful and correct.
BlackRock Fund Investors
(Name of Trust or
Custodial Relationship)
By:
Name: Wesley R. Edens
Title: Chief Operating Officer
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this ________ day
of ________, 1995 among BlackRock Asset Investors, a Delaware business
trust, with its principal offices at 345 Park Avenue, New York, New
York 10154 (the "Trust"), BlackRock Financial Management L.P., a
Delaware limited partnership with its principal offices at 345 Park
Avenue, New York, New York 10154 (the "Advisor") and the undersigned,
BlackRock Fund Investors III, a Delaware business trust (the
"Subscriber").
W I T N E S S E T H:
WHEREAS, the Trust is authorized to issue an aggregate of up
to 200,000,000 shares of beneficial interest, par value $.01 per
share, of the Trust (the "Shares"), upon the terms and subject to the
conditions hereinafter set forth, and the Subscriber desires to
irrevocably commit, upon the terms and subject to the conditions
hereinafter set forth, to purchase up to a specified aggregate dollar
amount of Shares ("Capital Commitment") as set forth on the signature
page hereof;
NOW, THEREFORE, for and in consideration of the premises and
the mutual representations and covenants hereinafter set forth, the
parties hereto do hereby agree as follows:
1. Subscription for shares and Representations and Agreements of
Subscriber
1.1 The Subscriber hereby acknowledges that (a) it was
organized solely for the purpose of investing in the Trust; and (b) by
executing this Agreement, the Subscriber irrevocably commits, upon the
terms and subject to the conditions hereinafter set forth, to purchase
up to the aggregate amount (net of cash distributions of capital from
the Trust to the Subscriber) of Shares of the Trust as set forth upon
the signature page hereof.
1.2 The initial closing is expected to occur on or about
January 6, 1995 (the "Initial Closing"), although the Initial Closing
may occur on any date, prior to March 31, 1995, after which at least
$200 million of total capital commitments ("Total Trust Commitments")
have been secured from all investors in the Trust. Subsequent
closings may be held on or before March 31, 1995.
1.3 As summarized in the Confidential Private Placement
Memorandum dated December 21, 1994 (the "Memorandum"), pursuant to and
subject to all of the terms of the Trust's Declaration of Trust, as
amended from time to time (the "Declaration"), and the Subscriber's
Declaration of Trust, as amended from time to time (the "Subscriber's
Declaration"), under certain circumstances following a Trigger
Notification Date (as defined in the Declaration), each shareholder of
the Subscriber will be given the right to cancel its unfunded Capital
Commitment (as defined in the Subscriber's Declaration) and, if so
approved by holders of a majority of the Trust's shares, all unfunded
Capital Commitments will be cancelled and, if so approved, the Trust
and each investment company investing in the Trust (each a "Fund" and
collectively, the "Funds") will terminate and promptly wind up their
affairs. In addition, pursuant to and subject to all of the terms of
the Declaration, all unfunded Capital Commitments will be cancelled
and the Trust and each Fund will terminate and promptly wind up their
affairs at any time if so approved by holders of 75% of the Trust's
shares. Subject to the foregoing, the period during which the Capital
Commitment may be drawn down by the Trust (the "Commitment Period")
will expire on the third anniversary of the Initial Closing; provided,
however, that the Advisor, upon approval by holders of a majority of
the outstanding shares of beneficial interest of the Trust, may extend
the Commitment Period for up to one additional year if (i) at least
50% of the Total Trust Commitments have been drawn down and invested
prior to such expiration date and (ii) the Advisor determines, in its
reasonable judgment, that sufficient opportunities exist to deploy the
unused Total Trust Commitments during the extension period.
1.4 Undrawn Capital Commitments by the Subscriber and each
other Fund may be called by the Trust during the Commitment Period in
any amount not less than $10 million in the aggregate; provided that
each such capital call to the Subscriber and the Funds shall be
expressed as a pro rata percentage of the Subscriber's and each Fund's
undrawn Capital Commitment to the Trust.
1.5 In order to make a capital call on the Subscriber, the
Trust must provide at least 14 days prior written notice of the amount
of the call (both as a percentage of the unpaid portion of the
Subscriber's Capital Commitment and as a dollar amount) and the date
(no sooner than 14 days following the capital call) on which
immediately available funds must be received by the Trust. Upon
receipt of funds pursuant to a call, the Trust will issue in the name
of and for the account of the Subscriber that number of full and
fractional Shares having an aggregate net asset value equal to the
amount of the capital call from the Subscriber as determined by the
Trust at any time within 48 hours, excluding Saturdays, Sundays and
holidays on which banks in the City of New York or the New York Stock
Exchange are not open for business, prior to the date of such
issuance. Upon the Subscriber's payment to the Trust pursuant to a
capital call, the Subscriber's undrawn Capital Commitment shall be
reduced by the amount of such payment; provided, however, that the
Subscriber's undrawn Capital Commitment shall be increased (but not in
excess of the original amount) by any cash distributions of capital
from the Trust to the Subscriber during the Commitment Period. At or
prior to the date of each capital call, the Trust will advise the
Subscriber of the total amount of such Subscriber's undrawn Capital
Commitment, together with details of any return of capital subsequent
to the previous capital call. If the Subscriber does not receive from
one or more of its subscribers the entire amount of the capital call
made by the Subscriber in order to satisfy the Trust's capital call,
the Subscriber will reduce its payment to the Trust accordingly and
will not borrow funds or use funds on hand to satisfy the missing
portion of the Trust's capital call.
1.6 If the Subscriber fails to pay the full amount of a
capital call by the date specified in the notice, the Trust will send
a second notice of such call. If the Subscriber fails to pay the full
amount of such capital call in immediately available funds on or prior
to 5:30 p.m. on the 14th day (the "Default Date") after the date of
such second notice, the Trust shall be entitled at any time prior to
the 120th day after the Default Date to repurchase, retire and cancel
the same number of its Shares from the Subscriber as the number of
shares of the Subscriber previously repurchased by the Subscriber
pursuant to a parallel repurchase right, at a price per Share equal to
the price per share of the Subscriber paid by the Subscriber. Other
than as set forth in this Section 1.6, the Trust shall not purchase,
redeem or otherwise acquire its Shares.
1.7 If this Agreement is accepted by the Trust after the
date on which the Trust receives funds in satisfaction of its first
capital call (the "Initial Funding Date"), the Trust will specify in
such acceptance, and the Trust will specify in a written notice to
each other subscriber that has a Capital Commitment expressed as a
percentage of the Total Trust Commitments, the amount that the new
Subscriber and each such percentage subscriber, respectively, shall
pay in immediately available funds within 14 days after such
acceptance or notice, which amount shall be sufficient to permit all
future capital calls to be made on a pro rata basis; provided that the
Trust will accept new or additional subscriptions no more frequently
than biweekly after the Initial Funding Date. Payments due will not
be treated as capital calls subject to the minimum as set forth in
Section 1.4.
1.8 The Subscriber understands and acknowledges (i) that
the Subscriber must bear the economic risk of his investment in the
Shares; (ii) that the Shares have not been registered under the
Securities Act of 1933 (the "1933 Act") or any state or foreign
securities laws, that the Trust has no intention of doing so and that
the Subscriber has no right to require it to do so and that therefore
such Shares cannot be resold or transferred unless they are
subsequently registered under the 1933 Act and applicable state laws
or unless an exemption from such registration is available; (iii) that
the Subscriber is purchasing the Shares for investment purposes only
for the account of the Subscriber and not with any view toward a
distribution thereof; (iv) that the Subscriber has no contract,
undertaking, agreement or arrangement with any person to sell,
transfer or pledge to such person or anyone else any of the Shares
which the Subscriber hereby subscribes to purchase or any part thereof
or interest therein, and the Subscriber has no present plans to enter
into any such contract, undertaking, agreement or arrangement; (v)
that the Subscriber understands that, except as otherwise provided in
the Declaration, the Shares cannot be transferred without the prior
written consent of the Trust; (vi) that there will be no public market
for the Shares; (vii) that any disposition of the Shares or any
interest therein may result in unfavorable tax consequences to the
Subscriber; and (viii) that this Agreement represents an interest in
Shares and is subject to the foregoing to the same extent as the
Shares.
1.9 The Subscriber recognizes that the purchase of Shares
involves a high degree of risk in that (i) the Trust has no operating
history; (ii) an investment in the Trust is highly speculative, and
only investors who can afford the loss of their entire investment
should consider investing in the Trust and the Shares; (iii) the
Subscriber may not be able to dispose of his investment; (iv)
transferability of the Shares is extremely limited and (v) in the
event of a disposition, the Subscriber could sustain the loss of his
entire investment.
1.10 The Subscriber represents that it is an "accredited
investor" as such term is defined in Rule 501 of Regulation D
promulgated under the 1933 Act, as indicated by the responses to the
questions contained in Section 6 hereof.
1.11 The Subscriber hereby represents that he has been
afforded the opportunity to ask questions of and obtain additional
information concerning the terms and conditions of the offering of the
Shares or to verify the information contained in the Confidential
Private Placement Memorandum dated December 21, 1994, as supplemented
from time to time, and the appendices thereto (collectively, the
"Offering Documents") or otherwise relative to the Trust, to the
extent that the officers and representatives of the Trust possess such
information or can acquire it without unreasonable effort or expense.
All such questions if asked have been answered satisfactorily and all
such information provided has been found to be fully satisfactory.
1.12 The Subscriber hereby represents that the Subscriber
has received, reviewed carefully and understands fully the Offering
Documents. The Subscriber has evaluated the risks of investing in the
Shares, and has determined that the Shares are a suitable investment
for the Subscriber. The Subscriber can bear the economic risk of this
investment and can afford a complete loss of his investment. In
evaluating the suitability of an investment in the Shares, the
Subscriber has not relied upon any representations or other
information (whether oral or written) other than as set forth in the
Offering Documents, and independent investigations made by the
Subscriber or representative(s) of the Subscriber or the investors in
the Subscriber.
1.13 The Subscriber hereby acknowledges that the offering of
the Shares has not been reviewed, endorsed or recommended by the
United States Securities and Exchange Commission (the "Commission") or
any state or foreign regulatory authority and that no federal, state
or foreign authority has made any finding or determination as to the
fairness of the offering of the Shares.
1.14 The Subscriber understands that there is no market for
the Shares and that no market is expected to develop for the Shares.
The Subscriber hereby agrees that it will not dispose of an interest
in this Agreement or any of the Shares purchased pursuant hereto
(including by way of sale, transfer, assignment, pledge, hypothecation
or any other means) other than in accordance with the provisions set
forth in the Declaration (which provisions are summarized in the
Memorandum).
1.15 Any information which the Subscriber has furnished to
the Trust in Section 6 or on the signature page hereof, is correct and
complete as of the date of this Agreement and if there should be any
material change prior to the Initial Closing in such information or in
any representation or warranty made by the Subscriber herein, the
Subscriber will immediately furnish such revised or corrected
information to the Trust.
1.16 The Subscriber hereby represents that the address or
the addresses of the Subscriber furnished by him on the signature page
hereof is the undersigned's principal residence if he is a natural
person or its principal business address or addresses if it is a
corporation or other entity.
1.17 The representations, warranties, agreements,
undertakings and acknowledgements made by the Subscriber in this
Agreement (the "Covered Items") are made with the intent that they be
relied upon by the Trust in determining the Subscriber's suitability
as a purchaser of the Shares, and shall survive any such purchase.
The Subscriber recognizes that the offer of the Shares to him was made
in reliance upon his representations and warranties and the
acknowledgments and agreements set forth herein, and hereby agrees to
indemnify, to the extent of the Subscriber's undrawn Capital
Commitment and the Subscriber's interest in the Trust (which shall be
the maximum indemnification liability of the Subscriber for all
purposes hereof), the Trust, the Advisor and each of their respective
Affiliates (as defined in the Declaration), and to hold each of them
harmless against, all liabilities, costs or expenses (including
reasonable attorneys' fees) arising as a result of the sale or
distribution of the Shares by the Subscriber in violation of the
registration requirements of the 1933 Act (or other applicable law) or
any material misrepresentation or material breach by the Subscriber of
the Covered Items.
2. Representations by, and Covenants of, the Advisor and the Trust
2.1 As of the Initial Closing, the Advisor, and as of each
subsequent closing date, the date of notice of each call and the date
of each sale of Shares by the Trust (each, a "Subsequent Date"), the
Advisor (but only to the best of its knowledge insofar as the Trust is
concerned) and the Trust (but solely as to the Trust and the Funds
other than the Subscriber and not as to the Advisor) represent,
warrant and, where applicable, covenant that (A) the Trust has been
duly organized, and is subsisting and in good standing, as a business
trust under the laws of the State of Delaware and has the requisite
power and authority to conduct its business as described in the
Offering Documents and the Declaration and (B) each of the
Declaration, the Declaration of Trust of each of the Funds, the
Investment Advisory Agreement (the "Advisory Agreement") in effect
between the Trust and the Advisor, this Agreement, the other
subscription agreements with respect to the Trust and each Fund and
any other documents executed and delivered by the Trust, the Funds,
their respective Trustees or the Advisor in connection therewith or
herewith have been duly authorized, executed and delivered by such
persons, and are the legal, valid and binding obligations of such
persons enforceable in accordance with their respective terms, except
(i) that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights and (ii) that the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
2.2 As of the Initial Closing and as of each Subsequent
Date, the Advisor represents, warrants and, where applicable,
covenants that it has been duly organized, and is subsisting and in
good standing, under the laws of the state of its organization and has
the requisite power and authority to enter into and perform its
obligations under the Advisory Agreement.
2.3 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor and the Trust represent, warrant and,
where applicable, covenant that the Shares have been duly and validly
authorized and, when delivered and paid for in accordance with this
Agreement, will be duly and validly issued units of beneficial
interest in the Trust and that the Subscriber shall be entitled to all
the benefits of a beneficial owner of the Trust under the Declaration
and the Delaware Act (as defined in the Declaration).
2.4 As of the Initial Closing, the Advisor represents and
warrants that the Trust is duly qualified to do business and is in
good standing in the State of New York and is not required by virtue
of the conduct of its business to be qualified as a foreign
corporation in any other jurisdiction.
2.5 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the extent within its control, and
the Trust represent, warrant and, where applicable, covenant that the
Trust will use the proceeds from the sale of the Shares solely to
invest in a manner consistent with the Offering Documents and to pay
the Trust's expenses.
2.6 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the extent within its control, and
the Trust represent, warrant and, where applicable, covenant that
commencing on the Initial Funding Date, the Trust will (i) be an
investment company within the meaning of the Investment Company Act of
1940 (the "1940 Act") and be registered as such under the 1940 Act and
(ii) qualify for and be entitled to receive the special tax treatment
afforded a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended. Without limiting the
generality of the foregoing, to the extent within the control of the
Advisor, commencing on the Initial Funding Date, the Trust will have
outstanding securities (other than short-term paper) beneficially
owned by more than 100 persons as determined in accordance with
provisions of Section 3(c)(1) of the 1940 Act and the Trust will not
be a company described in Sections 3(c)(5) and/or 3(c)(6) of the 1940
Act.
2.7 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor (to the best of its knowledge insofar as
the Trust and any Fund is concerned) and the Trust (but solely as to
the Trust and the Funds other than the Subscriber and not as to the
Advisor), to the best of its knowledge, represent, warrant and, where
applicable, covenant that neither the Trust, any Fund, nor the Advisor
is in default (nor has any event occurred which with notice, lapse of
time, or both, would constitute a default) in the performance of any
obligation, agreement or condition contained in the Declaration or the
Declaration of Trust of each respective Fund, or in any indenture,
mortgage, deed of trust, credit agreement, note or other evidence of
indebtedness or any lease or other agreement or understanding, or any
license, permit, franchise or certificate, to which any such person is
a party or by which any thereof is bound or to which the properties of
any thereof are subject, nor is any such person in violation of any
statute, regulation, law, order, writ, injunction, judgment or decree
to which it is subject, which default or violation would materially
adversely affect the business or financial condition of such person or
impair such person's ability to carry out its obligations under this
Agreement, any subscription agreement with respect to any Fund, the
Declaration or the Declaration of Trust of each respective Fund, as
the case may be, or impair the Advisor's ability to carry out its
obligations under the Advisory Agreement.
2.8 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, and the Trust (but solely as to the
Trust and the Funds other than the Subscriber and not as to the
Advisor), represent, warrant and, where applicable, covenant that
there is no litigation, investigation, or other proceeding pending or,
to the best of its or their knowledge, threatened against the Trust,
each Fund, the Advisor or any of their respective Affiliates
(excluding from such term solely for this purpose any investor in the
Trust or in any Fund other than the Advisor or its Affiliates) which,
if adversely determined, would materially adversely affect the
business or financial condition of the Trust, each Fund or the Advisor
or the ability of such person to carry out its obligations under this
Agreement, any subscription agreement with respect to each Fund, the
Declaration or the Declaration of Trust of each Fund, as the case may
be, or impair the Advisor's ability to carry out its obligations under
the Advisory Agreement.
2.9 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor, to the best its knowledge, and the
Trust, to the best of its knowledge, represent, warrant and, where
applicable, covenant that neither the Trust nor any person acting on
its behalf has taken any actions that would subject the issuance and
sale of the Shares to the registration and prospectus delivery
provisions of the 1933 Act.
2.10 As of the Initial Closing, the Advisor, and as of each
Subsequent Date occuring on or prior to March 31, 1995, the Advisor,
and the Trust represent, warrant and, where applicable, covenant that
the Offering Documents do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements contained therein not misleading in light of the
circumstances under which they are or were made.
2.11 As of the Initial Closing, the Advisor, and as of each
Subsequent Date, the Advisor and the Trust represent, warrant and,
where applicable, covenant that if, in connection with the sale of
shares in the Trust, the Trust or the Advisor or an Affiliate of
either offers any rights or benefits to or for the benefit of the
purchaser of such shares, rights or benefits no less favorable than
those offered to or for the benefit of such purchaser shall be offered
to the Subscriber.
2.12 As of the Initial Closing and as of each Subsequent
Date, the Advisor represents, warrants and, where applicable,
covenants that the Subscriber has been provided true, complete and
correct copies or forms of all letters, agreements, undertakings and
other documents by and among the Trust or the Advisor or an Affiliate
thereof relative to any such person's purchase of shares of the Trust
or any terms, conditions, operations, obligations or other
understandings affecting such Trust.
2.13 As of the Initial Closing and as of each Subsequent
Date, the Advisor represents, warrants and, where applicable,
covenants that the Advisor will reimburse the Trust, BlackRock Capital
Finance, and the Funds for, or cause to be paid on behalf of the
Trust, BlackRock Capital Finance and the Funds, each such entity's
allocable share of the aggregate offering and organizational expenses
of the Trust, BlackRock Capital Finance and the Funds in excess of
$750,000.
2.14 The Advisor and/or the Trust, as the case may be,
acknowledges that the representations, warranties and covenants made
by the Advisor and/or the Trust, as the case may be, are made with the
intent that they be relied upon by the Subscriber in committing to
purchase and in purchasing Shares and shall survive any such purchase
and that the commitment to purchase, and each purchase of, Shares by
the Subscriber was and will be made in reliance upon the
representations, warranties and covenants set forth herein. To the
extent such representations, warranties and covenants are made by the
Advisor and the Trust, they are made jointly and severally: provided,
however, that if the Subscriber brings action against only the Trust
or only the Advisor, the defending party may implead or seek
contribution from the other and the other will, in addition to any
liability or contribution imposed, be liable to the defending party
for the incremental costs incurred by the defending party in
connection with such impleader or contribution proceeding if (a) the
other is found to be responsible for 25% or more of the aggregate
recovery, (b) the other is found to be responsible for $1,250,000 or
more or (c) the defending party is found to be not responsible for any
amount and the other is found to be responsible for some amount. The
Advisor hereby agrees to indemnify, to the extent of the dollar amount
of the Subscriber's Capital Commitment (which shall be the maximum
indemnification liability of the Advisor for all purposes hereof), the
Subscriber and any Affiliates, and to hold each of them harmless
against liabilities, costs or expenses (including reasonable
attorneys' fees) arising as a result of the sale or distribution of
the Shares by the Trust or the Advisor (or any Affiliate of the
Advisor) in violation of the registration requirements of the 1933 Act
(or other applicable law) or any material misrepresentation or
material breach by the Advisor of its representations, warranties and
covenants made herein.
3. Closing Conditions
3.1 The Subscriber's obligations hereunder are subject to
the fulfillment (or waiver by the Subscriber), prior to or at the time
of the Initial Closing, of the following conditions:
(a) The representations and warranties set forth
herein on the part of the Advisor shall be true and correct as if made
on and as of the time of the Initial Closing.
(b) The Initial Closing shall have occurred not later
than March 31, 1995; the Total Trust Commitments at the time of the
Initial Closing shall be at least $200 million and the Total Trust
Commitments shall include a capital commitment on the part of the
Advisor (either directly or through one or more affiliates) to one or
more of the Subscriber and the Funds in an aggregate amount equal to
the lesser of 5% of the Total Trust Commitments and $27 million.
(c) The certificate of trust with respect to the Trust
shall have been duly filed in the Office of the Secretary of State of
the State of Delaware.
(d) The Advisor shall have executed and delivered to
the Subscriber a certificate satisfactory in form and substance to the
Subscriber certifying the fulfillment of the conditions specified in
clauses (a) through (c) above.
(e) The Subscriber shall have received opinions dated
the date of the Initial Closing from Skadden, Arps, Slate, Meagher &
Flom in substantially the form attached hereto as Schedule 1.
3.2 If at the Initial Closing the Advisor fails to tender
to the Subscriber the documents specified herein which are required to
be delivered to the Subscriber at the Initial Closing or if any of the
conditions specified in Section 3.1 above shall not have been
fulfilled, the Subscriber shall, at its election, be relieved of all
further obligations under this Agreement.
4. Miscellaneous
4.1 Any notice or other communication given hereunder shall
be deemed sufficient if in writing and sent by facsimile with written
confirmation of receipt and a copy of the notice sent by overnight
courier or if delivered by hand against written receipt therefor,
addressed to BlackRock Asset Investors, c/o BFM Advisory L.P., 345
Park Avenue, New York, New York 10154, Attention: Ralph L.
Schlosstein, President (Fax: 212-754-8760), BlackRock Financial
Management L.P., 345 Park Avenue, New York, New York 10154, Attention:
Ralph L. Schlosstein, President, (Fax: 212-754-8760) or to the
Subscriber at his address or facsimile number indicated on the
signature page of this Agreement, or in either case such other person
or address as shall have been given by notice to the other party.
Notices shall be deemed to have been given on the date sent or
delivered by hand in accordance with the provisions set forth in this
Section 4.1.
4.2 This Agreement shall not be changed, modified or
amended except by a writing signed by the parties hereto and approved
by those persons owning or committed to purchase shares issued or to
be issued by the Subscribers, and this Agreement may not be discharged
except by performance in accordance with its terms or by a writing
signed by such parties and approved by such persons.
4.3 This Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement and any other
agreements referred to herein sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and
merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them with respect to such
subject matter. This Agreement may not be assigned without the prior
written consent of each party hereto or the successor to substantially
all of the business of any such person.
4.4 Upon the execution and delivery of this Agreement by
the Subscriber, this Agreement shall become a binding obligation of
the Subscriber with respect to the purchase of Shares as herein
provided and shall survive the insolvency, merger, consolidation,
share exchange, sale of assets and the death or disability of the
Subscriber; provided, however, if within 14 days of the Trust's
acknowledged receipt of the Subscription Agreement, the Subscription
Agreement is not accepted by the Trust and the Advisor and an accepted
copy is not delivered to the Subscriber, the Subscription Agreement
shall be of no further force and effect unless the Subscriber agrees
in writing to an extension of such 14 day period.
4.5 Notwithstanding the place where this Agreement may be
executed by any of the parties hereto, the parties expressly agree
that all the terms and provisions hereof shall be construed in
accordance with and governed by the laws of the State of New York,
without regard to principles of conflicts of law.
4.6 The holding of any provision of this Agreement to be
invalid or unenforceable by a court of competent jurisdiction shall
not affect any other provision of this Agreement, which shall remain
in full force and effect.
4.7 It is agreed that a waiver by either party of a breach
of any provision of this Agreement shall not operate, or be construed,
as a waiver of any subsequent breach by that same party.
4.7 This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
5. Notice to Certain State Residents
5.1 In making an investment decision investors must rely on
their own examination of the issuer and the terms of the offering,
including the merits and risks involved. These securities have not
been recommended by any federal or state securities commission or
regulatory authority in any jurisdiction. Furthermore the foregoing
authorities have not confirmed the accuracy or determined the adequacy
of this document. Any representation to the contrary is a criminal
offense.
5.2 These securities are subject to restrictions on
transferability and resale and may not be transferred or resold except
as permitted under the 1933 Act, as amended, and the applicable state
securities laws, pursuant to registration or exemption therefrom.
Investors should be aware that they will be required to bear the
financial risks of this investment.
5.3 The Attorney General of the State of New York has not
passed on or endorsed the merits of this offering. Any representation
to the contrary is unlawful.
5.4 Florida Residents: Where sales are made to five or
more persons in Florida (excluding certain institutional purchasers
described in section 517.061(7) of the Florida Securities and Investor
Protection Act) (the "Act"), any such sale made pursuant to section
517.061(11) of the Act shall be voidable by the purchaser either
within three days after the first tender of consideration is made by
such purchaser to the issuer, or an agent of the issuer, or an escrow
agent or within three days after the availability of that privilege is
communicated to such purchaser, whichever occurs later.
5.5 New Hampshire Residents: Neither the fact that a
registration statement or an application for license has been filed
under Chapter 421-B with the State of New Hampshire nor the fact that
a security is effectively registered or a person is licensed in the
State of New Hampshire constitutes a finding by the Secretary of State
that any document filed under RSA 421-B is true, complete and not
misleading. Neither any such fact nor the fact that an exemption or
exception is available for a security or a transaction means that the
Secretary of State has passed in any way upon the merits or
qualification of, or recommended or given approval to, any person,
security or transaction. It is unlawful to make, or cause to be made,
to any prospective purchaser, customer or client any representation
inconsistent with the provisions of this paragraph.
5.6 Pennsylvania Residents: If a purchaser is a resident
of the Commonwealth of Pennsylvania, he acknowledges and agrees that
(a) the securities purchased by such purchaser cannot be sold for a
period of twelve (12) months from the date of purchase, except as
permitted under section 204.011 of the Pennsylvania Securities
Regulations, and (b) pursuant to section 207(M) of the Pennsylvania
Securities Act, each Pennsylvania resident who accepts an offer to
purchase securities exempted from registration under section 203(D) of
the Pennsylvania Securities Act directly from an issuer or an
affiliate of an issuer has the right to withdraw his acceptance
without incurring any liability to the seller, underwriter, if any, or
any other person within two (2) business days from the date of receipt
by the issuer of his written binding contract of purchase or, in the
case of a transaction in which there is no written binding contract of
purchase, within two (2) business days after he makes the initial
payment for the securities being offered.
6. CONFIDENTIAL INVESTOR QUESTIONNAIRE
The Subscriber represents and warrants that the purchaser of
the Shares comes within each category marked below, and that for any
category marked, he or she has truthfully set forth the factual basis
or reason the Subscriber comes within that category. ALL INFORMATION
IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL. The
undersigned agrees to furnish such additional information as is
reasonably necessary in order for the Trust or the Advisor to verify
the answers set forth below.
Please mark each applicable box
( ) a. The undersigned is an individual (not a
partnership, corporation, etc.) whose individual
net worth, or joint net worth with his or her
spouse, presently exceeds $ 1,000,000.
Explanation. In calculating net worth you may
include equity in personal property and real
estate, including your principal residence, cash,
short-term investments, stock and securities.
Equity in personal property and real estate should
be based on the appraised fair market value of such
property less debt secured by such property.
( ) b. The undersigned is an individual (not a partnership,
corporation, etc.) who had an income in excess of
$200,000 in each of the two most recent years, or joint
income with their spouse in excess of $300,000 in each of
those years (in each case including foreign income, tax
exempt income and full amount of capital gains and losses
but excluding any income of other family members and any
unrealized capital appreciation) and has a reasonable
expectation of reaching the same income level in the
current year.
( ) c. The undersigned is a director or executive officer of the
Trust which is issuing and selling the Shares.
( ) d. The undersigned is a bank; a savings and loan
association, insurance company, registered investment
company; registered business development company;
licensed small business investment company ("SBIC"); a
plan established and maintained by a state, its political
subdivisions, on any agency on instrumentality of a state
or its political subdivisions, for the benefit of its
employees, if such plan has total assets in excess of
$5,000,000; or an employee benefit plan within the
meaning of Title 1 of ERISA and (a) the investment
decision is made by a plan fiduciary which is either a
bank, savings and loan association, insurance company or
registered investment advisor, or (b) the plan has total
assets in excess of $5,000,000 or is a self directed plan
with investment decisions made solely by persons that are
accredited investors.
(describe entity)
( ) e. The undersigned is a private business development company
as defined in section 202(a)(22) of the Investment
Advisors Act of 1940;
(describe entity)
( ) f. The undersigned is a corporation, partnership,
Massachusetts or other business trust, or a non-profit
organization within the meaning of Section 501 (c)(3) of
the Internal Revenue Code, in each case not formed for
the specific purpose of acquiring the Shares and with
total assets in excess of $5,000,000;
(describe entity)
( ) g. The undersigned is a trust with total assets in excess of
$5,000,000, not formed for the specific purpose of
acquiring the Shares, where the purchase is directed by a
"sophisticated person" as defined in Regulation
506(b)(2)(ii). Such "sophisticated person" has the
knowledge and experience in financial and business
matters to capably evaluate the merits and risks of the
prospective investment.
( ) h. The undersigned is an entity all the equity owners of
which are "accredited investors" within one or more of
the above categories.
(describe entity)
( ) i. The undersigned is not within any of the categories above
and is therefore a nonaccredited investor.
( ) j. The undersigned is (i) an individual or company whose
subscription is for at least $500,000 or (ii) an
individual or company whose net worth at the time of
entering into such person's or company's subscription
agreement is at least $1,000,000. For this purpose, the
term "company" generally means a corporation,
partnership, association, joint-stock company, trust, or
any organized group of persons (which may include a
contractual arrangement), whether incorporated or not, or
any receiver, trustee in bankruptcy or liquidating agent
for any of the foregoing. However, the term "company"
does not include a registered investment company, a
business development company as defined in Section
202(a)(22) of the Investment Advisors Act of 1940 (which
would include a registered business development company)
or any "company" which would be required to register as
an investment company except by virtue of the operation
of Section 3(c)(1) of the Investment Company Act of 1940
unless each of such company's equity holders satisfies
the requirements of clause (i) or (ii) above (taking into
account the definition of company used in such clauses).
THE UNDERSIGNED IS INFORMED OF THE SIGNIFICANCE OF THE FOREGOING
REPRESENTATIONS, AND THEY ARE MADE WITH THE INTENTION THAT THE TRUST
WILL RELY ON THEM.
7. Manner in Which Title to be Held (check one)
a. ( ) Individual Ownership
b. ( ) Community Property
c. ( ) Joint Tenant with Right of Survivorship (both parties must
sign)
d. ( ) Partnership*
e. ( ) Tenants in Common
f. ( ) Corporation*
g. ( ) Trust*
h. ( ) Other
* If Shares are being subscribed for by an entity other than an
individual, please complete Exhibit A, B or C, as applicable, which
are attached.
Capital Commitment (please fill in (a) and (b) below): The minimum
Capital Commitment is the lesser of (x) $100 million or (y) 16.67% of
the Trust's maximum amount of Capital Commitments ($600 million).
(a) $ million
(b) % of the aggregate Capital
Commitments of the Trust, subject to a
maximum of $ million
BlackRock Fund Investors III
Name(s) Exactly as to Appear on Stock Register
By:
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Fund Investors III
Name Typed or Printed
345 Park Avenue
Business Address
New York, New York
10154
City. State and Zip Code
(212) 754-5560
Telephone
(212) 935-1370
Facsimile Number
applied for
Tax Identification Number
Dated: , 199
This Subscription Agreement is agreed to and
accepted as of ________ __, 1995
BlackRock Asset Investors
By:
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Financial Management L.P.
By:
Name: Ralph L. Schlosstein
Title: President
EXHIBIT A
CERTIFICATE OF TRUST INVESTOR
CERTIFICATE OF BlackRock Fund Investors III (the "Fund")
(Name of Trust or Custodial Relationship)
The undersigned, an officer of the Fund, hereby certifies as
follows:
1. That the Fund was established pursuant to a Declaration of
Trust dated ________ __, 1995 (the "Agreement").
2. That as of the date hereof, the Agreement has not been
revoked and is still in full force and effect.
3. That Laurence D. Fink, Ralph L. Schlosstein, Wesley R.
Edens, Henry Gabbay and Susan L. Wagner is each authorized to execute,
on behalf of the Fund, any and all documents in connection with the
Fund's investment in the Trust.
IN WITNESS WHEREOF, I have executed this certificate as an
officer of the Fund authorized to execute this certificate this __ day
of , 199 , and declared that it is truthful and
correct.
BlackRock Fund Investors III
(Name of Trust or Custodial Relationship)
By:
Name: Wesley R. Edens
Title: Chief Operating Officer
EXHIBIT 3
POWER OF ATTORNEY
The undersigned, being a person required to
file a statement under Schedule 13D of the Securities
Exchange Act of 1934 (the "1934 Act") with respect to
BlackRock Asset Investors and BlackRock Fund Investors I,
both of which are Delaware business trusts, does hereby
authorize, designate and appoint J. Robert Small as its
attorney-in-fact to execute and file statements on
Schedule 13D and any successor forms adopted by the
Securities and Exchange Commission, including any
amendments thereto, as required by the 1934 Act and the
rules thereunder, and to take such other actions as such
attorney-in-fact may deem necessary or appropriate in
connection with such statements, hereby confirming and
ratifying all actions that such attorney-in-fact has
taken or may take in reliance hereon. This power of
attorney shall continue in effect until the undersigned
no longer has an obligation to file statements under the
sections cited above, or until specifically terminated in
writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has duly
executed this power of attorney on the 10th day of April,
1995.
PNC Holding Corp.
By: Robert L. Haunschild
Its: Chairman & President
POWER OF ATTORNEY
The undersigned, being a person required to
file a statement under Schedule 13D of the Securities
Exchange Act of 1934 (the "1934 Act") with respect to
BlackRock Asset Investors and BlackRock Fund Investors I,
both of which are Delaware business trusts, does hereby
authorize, designate and appoint J. Robert Small as its
attorney-in-fact to execute and file statements on
Schedule 13D and any successor forms adopted by the
Securities and Exchange Commission, including any
amendments thereto, as required by the 1934 Act and the
rules thereunder, and to take such other actions as such
attorney-in-fact may deem necessary or appropriate in
connection with such statements, hereby confirming and
ratifying all actions that such attorney-in-fact has
taken or may take in reliance hereon. This power of
attorney shall continue in effect until the undersigned
no longer has an obligation to file statements under the
sections cited above, or until specifically terminated in
writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has duly
executed this power of attorney on the 10th day of April,
1995.
PNC Investment Corp.
By: Robert L. Haunschild
Its: President & Treasurer
POWER OF ATTORNEY
The undersigned, being a person required to
file a statement under Schedule 13D of the Securities
Exchange Act of 1934 (the "1934 Act") with respect to
BlackRock Asset Investors and BlackRock Fund Investors I,
both of which are Delaware business trusts, does hereby
authorize, designate and appoint J. Robert Small as its
attorney-in-fact to execute and file statements on
Schedule 13D and any successor forms adopted by the
Securities and Exchange Commission, including any
amendments thereto, as required by the 1934 Act and the
rules thereunder, and to take such other actions as such
attorney-in-fact may deem necessary or appropriate in
connection with such statements, hereby confirming and
ratifying all actions that such attorney-in-fact has
taken or may take in reliance hereon. This power of
attorney shall continue in effect until the undersigned
no longer has an obligation to file statements under the
sections cited above, or until specifically terminated in
writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has duly
executed this power of attorney on the 10th day of April,
1995.
PNC Bank Corp.
By: Robert L. Haunschild
Its: Senior Vice President
& Chief Financial Officer
