SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BlackRock Fund Investors I
____________________________________________________________
(Name of Issuer)
Shares of beneficial interest (par value $.01 per share)
____________________________________________________________
(Title of Class and Securities)
091913301
____________________________________________________________
(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. 0919133301
_________________________________________________________________
(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 265.24
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 265.24
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265.24
_________________________________________________________________
(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*
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 0919133301
_________________________________________________________________
(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 265.24
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 265.24
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265.24
_________________________________________________________________
(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
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 091913301
_________________________________________________________________
(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 466.82 (see Item 5)
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 466.82 (see Item 5)
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265.24
_________________________________________________________________
(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
_________________________________________________________________
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of
beneficial interest (par value $.01 per share) (the
"Shares") of BlackRock Fund Investors I, 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.
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
265.24 Shares at a price of $1,000 per Share (or an
aggregate cash consideration of $265,236.26) and PNC
Pension acquired 201.58 Shares at a price of $1,000 per
Share (or an aggregate cash consideration of $201,579.56)
pursuant to Subscription Agreements filed herewith as
Exhibit 2. The funds used to effect the acquisitions
were from working capital.
ITEM 4. PURPOSE OF TRANSACTION.
PNC Investment acquired the 265.24 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) As of the date of this statement, PNC
held, on behalf of PNC Investment and PNC Pension, an
aggregate of 466.82 Shares, representing approximately
8.8% of the 5,304.73 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 265.24 Shares, representing approximately
5.0% of the issued and outstanding Shares as of March 30,
1995. As of the date of this statement, PNC, by virtue
of its indirect ownership of the Shares held by PNC
Investment and by virtue of the power of its personnel on
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 466.82 Shares PNC Investment and
PNC Pension hold, representing approximately 8.8% 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 PROCEDURES
Dear Prospective BlackRock Fund Investors I Shareholder:
To become a shareholder of BlackRock Fund Investors I, which
will in turn invest all of it assets in BlackRock Asset Investors,
please carefully follow the subscription procedures detailed below:
1. Please read the Confidential Private Placement
Memorandum dated December 21, 1994 (together with any supplements
thereto) and appendices thereto and the Subscription Agreement
(collectively, the "Offering Documents"). If you would like to
receive any additional information, or if you have any questions
regarding BlackRock Fund Investors I (the "Fund") or BlackRock Asset
Investors (the "Trust") or the terms of the offering, please contact
Laurence D. Fink ((212) 754-5546), Ralph L. Schlosstein ((212) 754-
5547), Susan L. Wagner ((212) 754-5534) or Wesley R. Edens ((212) 754-
5346) at BFM Advisory L.P.;
2. Please complete and sign the Subscription Agreement
enclosed herein (the "Subscription Agreement"). When completing the
Subscription Agreement, please be sure to respond to the inquiries
contained in Sections 6 and 7 of the Subscription Agreement. Please
mail your completed Subscription Agreement to:
BlackRock Fund Investors I
c/o BFM Advisory L.P.
Subscriptions Department
345 Park Avenue
New York, New York 10154
3. If you are subscribing for shares on behalf of an entity
(i.e., other than a natural person), please complete the applicable
Exhibit A, B or C attached to the Subscription Agreement and Exhibit D
if you are an individual subscribing for shares.
4. The minimum capital commitment (the "Capital
Commitment") per investor for BlackRock Fund Investors I, which may be
waived at the sole discretion of BlackRock Financial Management, L.P.
(the "Advisor"), is the lesser of (a) $5 million or (b) 0.83% of the
Trust's maximum amount of Capital Commitments ($600 million; the
"Maximum Commitments"). Your Capital Commitment will be subject to
periodic drawdowns as described in the Offering Documents and the
Subscription Agreement. All capital calls must be paid for by wire of
immediately available funds on the date specified in the written
notice of a capital call, which date shall be no sooner than 14 days
after the date the written notice of the capital call is sent to you
by the Fund. Payment for subscription of shares will only be accepted
by same day wire transfer.
5. An initial closing is scheduled to take place on or
about January 6, 1995 (the "Initial Closing") at which time the Fund
will accept initial Subscription Agreements but will not sell any
Shares. The Fund reserves the right to delay the Initial Closing, but
the Initial Closing shall not be held on a date later than March 31,
1995.
The Subscription Agreement is not binding on the Fund or the
Advisor until accepted by the Fund and the Advisor, each of which
reserves the right to reject, in whole or in part, in its sole
discretion, the subscription made hereby. If within 14 days of the
Fund's acknowledged receipt of the Subscription Agreement, the
Subscription Agreement is not accepted by the Fund and the Advisor and
an accepted copy is not delivered to you, the Subscription Agreement
shall be of no further force and effect unless you agree in writing to
an extension of such 14 day period.
Thank you for your interest in BlackRock Fund Investors I
and BlackRock Asset Investors.
BFM Advisory L.P.
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this ___ day of
________, 1995 among BlackRock Fund Investors I, a Delaware business
trust, with its principal offices at 345 Park Avenue, New York, New
York 10154 (the "Fund"), BlackRock Financial Management L.P., a
Delaware limited partnership with its principal office at 345 Park
Avenue, New York, New York 10154 (the "Advisor") and the undersigned
(the "Subscriber").
W I T N E S S E T H:
WHEREAS, the Fund is authorized to issue an aggregate of up
to 200,000,000 shares of beneficial interest, par value $.01 per
share, of the Fund (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) the Fund
was organized solely for the purpose of investing in BlackRock Asset
Investors (the "Trust"); (b) by executing this Agreement, the
Subscriber irrevocably commits, upon the terms and subject to the
conditions hereinafter set forth, to purchase up to a specified
aggregate dollar amount (net of cash distributions of capital from the
Fund to the Subscriber) of Shares of the Fund as set forth upon the
signature page hereof; and (c) the Fund will, in turn, be obligated to
irrevocably commit, subject to parallel terms, to purchase the same
aggregate dollar amount of shares of beneficial interest of the Trust
as the Capital Commitment of the Subscriber and the capital
commitments of all other subscribers whose subscription agreements are
accepted by the Fund.
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 Within 14 days after March 31, 1995, the Trust will
give the Subscriber written notice of the Total Trust Commitments and
the Subscriber's Capital Commitment expressed as a percentage of Total
Trust Commitments.
1.4 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 Fund's Declaration of Trust, as
amended from time to time (the "Declaration"), under certain
circumstances following a Trigger Notification Date (as defined in the
Declaration), each Subscriber will be given the right to cancel its
unfunded Capital Commitment 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, the Fund and the Other
Funds (as defined below) 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, the Fund and the Other Funds 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 Fund (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.
1.5 The Fund will draw down capital from time to time to
make investments in the Trust upon receiving, simultaneously with each
other investment company investing in the Trust (the "Other Funds" and
collectively with the Fund, the "Funds"), a written capital call from
the Trust. Undrawn Capital Commitments by the Funds 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 each
of the Funds shall be expressed as a pro rata percentage of such
Fund s undrawn Capital Commitment to the Trust and each capital call
from the Fund to the Subscribers will be expressed as a pro rata
percentage of each Subscriber's undrawn Capital Commitment to the
Fund.
1.6 In order to make a capital call on the Subscriber, the
Fund 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 Fund. Upon
receipt of such funds in the amount of the call, the Fund 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 Fund 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 in full of the amount of a
call, the Subscriber's undrawn Capital Commitment shall be reduced by
such amount; 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 Fund to the
Subscriber during the Commitment Period. At or prior to the date of
each capital call, the Fund 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.
1.7 If the Subscriber fails to pay the full amount of a
capital call by the date specified in the notice, the Fund 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 Fund shall be entitled at any time prior to
the 120th day after the Default Date to repurchase, retire and cancel
all Shares previously purchased by the Subscriber at a price per Share
equal to 50% of the net asset value per Share utilized for purposes of
the capital call which the Subscriber failed to satisfy. Other than
as set forth in this Section 1.7, the Funds shall not purchase, redeem
or otherwise acquire their Shares.
1.8 If this Agreement is accepted by the Fund after the
date on which the Trust receives funds in satisfaction of its first
capital call (the "Initial Funding Date"), the Fund will specify in
such acceptance, and the Fund and each Other Fund will specify in a
written notice to each of its respective subscribers 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 1.5.
1.9 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 Fund 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 Fund, which will not be unreasonably withheld;
(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.
1.10 The Subscriber recognizes that the purchase of Shares
involves a high degree of risk in that (i) the Fund has no operating
history; (ii) an investment in the Fund is highly speculative, and
only investors who can afford the loss of their entire investment
should consider investing in the Fund 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.
1.11 The Subscriber represents that he 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.
1.12 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 Fund and the Trust,
to the extent that the officers and representatives of the Fund
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.
1.13 The Subscriber hereby represents that the Subscriber
has received, reviewed carefully and understands fully the Offering
Documents and has consulted with his own investment advisor, attorney
or accountant with respect to the investment contemplated hereby and
its suitability for the Subscriber. 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 Investor has not relied upon any representations or other
information (whether oral or written) other than as set forth in the
Offering Documents and other than independent investigations made by
the Subscriber or representative(s) of the Subscriber.
1.14 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.
1.15 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 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).
1.16 Any information which the Subscriber has furnished to
the Fund 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 Fund.
1.17 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.
1.18 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 Fund 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 Fund (which shall be
the maximum indemnification liability of the Subscriber for all
purposes hereof), the Fund, 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 Fund
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 Fund (each, a "Subsequent Date"), the
Advisor (but only to the best of its knowledge insofar as the Fund is
concerned) and the Fund (but solely as to the Fund and not as to any
Other Fund or as to the Advisor) represent, warrant and, where
applicable, covenant that (A) the Fund 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 Other Funds, the Investment Advisory Agreement (the
"Advisory Agreement") in effect between the Fund and the Advisor, this
Agreement, the subscription agreements with respect to the Other Funds
and any other documents executed and delivered by the Fund, the Other
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 Fund 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 Fund and that the Subscriber shall be entitled to all
the benefits of a beneficial owner of the Fund 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 Fund 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 Fund represent, warrant and, where applicable, covenant that the
Fund will use the proceeds from the sale of the Shares solely to
invest in the Trust and to pay the Fund'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 Fund represent, warrant and, where applicable, covenant that
commencing on the Initial Funding Date, the Fund 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 Fund will be
deemed to 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
Fund 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 Fund and any Other Fund is concerned) and the Fund (but solely as
to the Fund and not as to any Other Fund or as to the Advisor), to the
best of its knowledge, represent, warrant and, where applicable,
covenant that neither the Fund, any Other 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 the respective Other 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 Other Fund, the Declaration or the
Declaration of Trust of the respective Other 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 Fund (but solely as to the Fund
and not as to any Other Fund or 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 Fund, any Other Fund, the
Advisor or any of their respective Affiliates (excluding from such
term solely for this purpose any investor in the Fund or in any Other
Fund other than the Advisor or its Affiliates) which, if adversely
determined, would materially adversely affect the business or
financial condition of the Fund, any Other Fund or the Advisor or the
ability of such person to carry out its obligations under this
Agreement, any subscription agreement with respect to any Other Fund,
the Declaration or the Declaration of Trust of the respective Other
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 Fund,
to the best of its knowledge, represent, warrant and, where
applicable, covenant that neither the Fund 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 occurring on or prior to March 31, 1995, the Advisor,
and the Fund, 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 Fund represent, warrant and,
where applicable, covenant, that the terms and rights offered to
investors that enter into subscription agreements with the Fund on any
date after the Initial Closing will be no more favorable than those
offered to the Fund's subscribers as of the Initial Closing, and the
terms and rights offered to investors that enter into subscription
agreements with any Other Fund on any date after the Initial Closing
will be no more favorable than those offered to such Other Fund's
subscribers as of the Initial Closing.
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 Fund or any Other Fund or the Advisor
or an Affiliate thereof relative to any such person's purchase of
shares of the Fund or any Other Fund or any terms, conditions,
operations, obligations or other understandings affecting the Fund or
such Other Fund.
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, the Fund and the Other Funds for, or cause to be paid on
behalf of the Trust, BlackRock Capital Finance, the Fund and the Other
Funds, each such entity's allocable share of the aggregate offering
and organizational expenses of the Trust, BlackRock Capital Finance,
the Fund and the Other Funds in excess of $750,000.
2.14 The Advisor and/or the Fund, as case may be,
acknowledges that the representations, warranties and covenants made
by the Advisor and/or the Fund, 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 Fund, they are made jointly and severally: provided,
however, that if the Subscriber brings action against only the Fund 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 Fund 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 such 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 Fund and the Other Funds in an aggregate amount equal to
the lesser of 5% of such Total Trust Commitments and $27 million.
(c) The certificate of trust with respect to the Fund
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 Fund Investors I, 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,
address or facsimile number 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 of 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 this
Agreement may not be discharged except by performance in accordance
with its terms or by a writing signed by such parties.
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 insolvency, merger, consolidation, share
exchange, sale of assets and the death or disability of the
Subscriber; provided, however, if within 14 days of the Fund's
acknowledged receipt of the Subscription Agreement, the Subscription
Agreement is not accepted by the Fund 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.
4.8 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 he, she or it
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 Fund 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
Fund 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, or any agency or 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 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. If relying upon this category
alone, each equity owner must complete and sign a
separate copy of this Confidential Investor
Questionnaire.
(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 FUND
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 any person other than a
natural person, please complete Exhibit A, B or C, as applicable,
which are attached. If Shares are being subscribed for by an
individual, please complete Exhibit D, which is attached.
Capital Commitment (please fill in (a) or (b) below): The minimum
Capital Commitment is the lesser of (x) $5 million or (y) 0.83% of the
Maximum Commitments.
(a) $ million
(b) _________ % of the aggregate Capital Commitments of
the Trust, subject to a maximum of $_________
million
Name(s) Exactly as to Appear on Stock Register
Signature Signature (if purchasing jointly)
Name Typed or Printed Name Typed or Printed
Residence Address Residence Address
City. State and Zip Code City, State and Zip Code
Telephone Telephone
Facsimile Number Facsimile Number
Tax Identification or Social Security Number Tax
Identification or Social Security Number
Dated: , 199 Dated: ,
199
This Subscription Agreement is agreed to and
accepted as of ________ __, 1995
BlackRock Fund Investors I
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 PARTNERSHIP INVESTOR
CERTIFICATE OF (the "Partnership")
(Name of Partnership)
The undersigned, constituting all of the partners of the
Partnership who must consent to the proposed investment by the
Partnership hereby certify as follows:
1. That the Partnership commenced business on ____________
and was established pursuant to a Partnership Agreement dated
____________ (the "Agreement").
2. That, as the partners or managing or general partner or
partners of the Partnership, we have the authority to determine, and
have determined, (i) that the investment in, and the purchase of an
interest in BlackRock Fund Investors I is of benefit to the
Partnership and (ii) to make such investment on behalf of the
Partnership.
3. That _____________________ is authorized to execute all
necessary documents in connection with our investment in
.
IN WITNESS WHEREOF, we have executed this certificate as the
partners of the Partnership this __ day of , 199 , and
declare that it is truthful and correct.
(Name of Partnership)
By:
Partner
By:
Partner
By:
Partner
EXHIBIT B
CERTIFICATE OF CORPORATE INVESTOR
CERTIFICATE OF (the "Corporation")
(Name of Corporation)
The undersigned, being the duly elected and acting
Secretary or Assistant Secretary of the Corporation, hereby
certifies as follows:
1. That the Corporation commenced business on
and was incorporated under the laws of the State of
____________ on ____________.
2. That the following named individuals are duly
elected officers of the Corporation, who hold the
offices set opposite their respective names and who are
duly authorized to execute any and all documents in
connection with the Corporation's investment in
, and that the signatures written
opposite their names and titles are their correct and
genuine signatures.
Name Title Signature
IN WITNESS WHEREOF, I have executed this certificate
and affixed the seal of the Corporation this ___ day of
, 199 , and declared that it is truthful and
correct.
[SEAL]
(Name of Corporation)
By:
Name:
Title:
EXHIBIT C
CERTIFICATE OF TRUST INVESTOR
CERTIFICATE OF (the "Trust")
(Name of Trust or Custodial Relationship)
The undersigned, constituting the Custodian or all of the
Trustees of the Trust, hereby certify as follows:
1. That the Trust was established pursuant to a Trust
Agreement dated ______________ (the "Agreement").
2. That the undersigned is authorized to execute, on
behalf of the Trust, any and all documents in connection with the
Trust's investment in the Fund.
IN WITNESS WHEREOF, I have executed this certificate as an
officer or Trustee of the Trust authorized to execute this
certificate this __ day of , 199 , and declare that
it is truthful and correct.
(Name of Trust or
Custodial Relationship)
By:
Name:
Title:
EXHIBIT D
CERTIFICATE OF INDIVIDUAL
CERTIFICATE OF (the "Individual")
(Name of Individual)
The undersigned hereby certifies as follows:
1. The Individual (if not using a Purchaser
Representative) has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits
and risks of investing in the Shares. The aggregate amount of
the investments of the Individual in, and his commitments to, all
similar investments that are illiquid is reasonable in relation
to his net worth.
2. That the undersigned is authorized to execute on behalf
of the Individual, any and all documents in connection with the
Individual's investment in the Fund, if applicable.
IN WITNESS WHEREOF, the undersigned has executed this
certificate this day of , 199 , and
declared that it is truthful and correct.
(Name of Individual)
By:
Name:
Title:
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
