SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
BlackRock Fund Investors III
(Name of Issuer)
Shares of beneficial interest (par value $.01 per share)
(Title of Class of Securities)
091913509
(CUSIP Number)
Robert D. Cromwell, Esq.
General Motors Investment Management Corporation
767 Fifth Ave., 9th Fl.
New York, NY 10153
(212) 418-6125
_________________________________________________________________
(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 Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement.
X
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
<PAGE>
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 35 Pages
<PAGE>
CUSIP No. 091913509 13D Page 2 of 35 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Plaza Group Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0 (see Item 5)
8. SHARED VOTING POWER
3,750 (see Item 5)
9. SOLE DISPOSITIVE POWER
0 (see Item 5)
10. SHARED DISPOSITIVE POWER
3,750 (see Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.1%
14. TYPE OF REPORTING PERSON*
EP
<PAGE>
CUSIP No. 091913509 13D Page 3 of 35 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Motors Investment Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0 (see Item 5)
8. SHARED VOTING POWER
3,750 (see Item 5)
9. SOLE DISPOSITIVE POWER
0 (see Item 5)
10. SHARED DISPOSITIVE POWER
3,750 (see Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.1%
14. TYPE OF REPORTING PERSON*
IA, CO
<PAGE>
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 III, a Delaware business trust (the "Issuer").
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 by First Plaza
Group Trust ("First Plaza"), a group trust formed pursuant to the
laws of the State of New York and the United States of America
under and for the benefit of certain employee benefit plans of
General Motors Corporation ("GM") and its subsidiaries; and
General Motors Investment Management corporation ("GMIMCo"), a
Delaware corporation and a wholly-owned subsidiary of GM. First
Plaza and GMIMCo are referred to herein collectively as the
"Reporting Persons". The business address of First Plaza is c/o
Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258. The business address of GMIMCo is 767 Fifth
Avenue, New York, New York 10153. The business address of GM, a
Delaware corporation engaged in automobile manufacturing, is 3044
West Grand Boulevard, Detroit, Michigan 48202.
The assets of First Plaza including the Shares are held
by Mellon Bank, N.A., acting as trustee (the "Trustee"). Under
the trust agreement appointing the Trustee, the Trustee may act
for First Plaza with respect to the Shares only pursuant to
direction as described in the following sentence. The Trustee
may vote and dispose of the Shares held by First Plaza only
pursuant to the direction of GMIMCo personnel. Because the
Trustee is without authority to vote or direct the voting of the
Shares or to dispose or direct the disposition of the Shares,
except as so directed, it disclaims beneficial ownership of the
Shares and no information regarding the Trustee is contained in
this statement.
GMIMCo is registered as an investment adviser under the
Investment Advisers Act of 1940. Its principal business is to
oversee and supervise the management of, and to provide
investment advice and investment management services with respect
to certain of, the assets of certain employee benefit plans of GM
and its subsidiaries (the "Plans") as well as to provide
investment advice and investment management services with respect
to the assets of certain subsidiaries of GM and associated
entities. GMIMCo has been appointed to carry out its duties with
respect to the Plans by the Finance Committee of the Board of
Directors of GM acting in its capacity as the named fiduciary
with respect to the Plans under the Employee Retirement Income
Security Act of 1974, as amended.
Page 4 of 35 Pages
<PAGE>
The beneficiaries of First Plaza are certain trusts
established under the Plans. These trusts and other trusts
established under the Plans invest in a variety of investment
media, including privately placed and publicly traded securities.
Such investments could include Shares and/or other securities of
the Issuer. The investment and voting decisions regarding any
Shares or other securities of the Issuer which might be owned by
such trusts are made by the trustees thereof or unrelated
investment managers, who, in so acting, act independently of the
Reporting Persons (although the appointment of such trustees and
investment managers is subject to authorization of GMIMCo). None
of the Reporting Persons has or shares voting power or investment
power over any Shares or other securities of the Issuer which
might be held by such trusts under the Plans. No information
regarding any such holdings by such trusts under the Plans is
contained in this statement.
Appendix A, which is incorporated herein by reference,
sets forth the following information with respect to the
executive officers and directors of each of GMIMCo and GM: (i)
name, (ii) business address, (iii) present principal occupation
or employment and the name, principal business and address of any
corporation or organization in which such employment is
conducted, and (iv) citizenship.
(d)-(e) During the past five years, none of the
Reporting Persons, GM or, to the best knowledge of the Reporting
Persons, any of the persons identified on Appendix A has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which such entity or person was or is subject to a
judgment, 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, First Plaza acquired 3,750 Shares at
a price of $1,000 per Share (or an aggregate cash consideration
of $3,750,000) pursuant to the Subscription Agreement filed
herewith as Exhibit 2. The funds used to effect the acquisition
were transferred to First Plaza from other trusts under the
Plans.
Item 4. Purpose of Transaction.
First Plaza acquired the Shares described in Item 3 for
investment purposes. A GMIMCo employee serves as a Trustee (and
is one of the Investor Trustees) of the Issuer and such an
employee may be expected to continue to so serve by reason of the
cumulative voting rights associated with the Shares.
Page 5 of 35 Pages
<PAGE>
The Reporting Persons have no current intention to
acquire additional Shares (other than pursuant to First Plaza's
obligations under the Subscription Agreement 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 Issuer's 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 Persons 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, none of the Reporting
Persons, GM or, 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, First Plaza
held an aggregate of 3,750 Shares, representing approximately
40.1% of the 9,349.7 issued and outstanding Shares as of March
30, 1995, as represented to First Plaza on behalf of the Issuer.
As of the date of this statement, each of First Plaza, by virtue
of its ownership of the Shares, and GMIMCo, by virtue of the
power of its personnel to direct the Trustee as to the voting and
disposition of the Shares pursuant to its powers as an investment
manager with respect to certain of the assets of the Plans, 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 3,750 Shares First Plaza holds, representing
approximately 40.1 % of the issued and outstanding Shares as of
March 30, 1995. Neither GM nor, to the best knowledge of the
Reporting Persons, any of the persons named in Appendix A owns
beneficially (as that term is defined in Rule 13d-3 under the
Act) any Shares.
(c) The first sentence of Item 3 of this statement is
hereby incorporated by reference. Except as set forth in such
sentence, none of the Reporting Persons, GM or, 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.
Page 6 of 35 Pages
<PAGE>
(d) The Finance Committee of the Board of Directors of
GM as the named fiduciary of the Plans and GMIMCo have the
authority to direct the Trustee to make payments from First Plaza
(which may include dividends from or proceeds from the sale of
Shares held by First Plaza) to other trusts under the Plans and
to other persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
Except as described in Item 4 above, none of the
Reporting Persons, GM or, to the best knowledge of the Reporting
Persons, any of the persons identified in Appendix A has any
contract, arrangement or understanding with respect to any
securities of the Issuer. The Subscription Agreement referred to
in Item 4 sets forth certain of the terms and conditions of the
sale of the Shares to First Plaza and is incorporated herein by
reference.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement dated April 6, 1995 among
the Reporting Persons pursuant to Rule 13d-1(f)
under the Act.
Exhibit 2 - Subscription Agreement referred to in Items 2 and
4.
Page 7 of 35 Pages
<PAGE>
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 6, 1995
FIRST PLAZA GROUP TRUST
By: Mellon Bank, N.A., Trustee (as
directed by General Motors
Investment Management
Corporation)
By: /s/Allan M. Seaman
______________________________
Authorized Officer
The decision to participate in
this investment, any
representations made herein by
the participant, and any
actions taken hereunder by the
participant has/have been made
solely at the direction of the
investment fiduciary who has
sole investment discretion
with respect to this
investment.
Page 8 of 35 Pages
<PAGE>
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 6, 1995
GENERAL MOTORS INVESTMENT
MANAGEMENT CORPORATION
By: /s/Thomas E. Dobrowski
______________________________
Name: Thomas E. Dobrowski
Title: Managing Director
Real Estate and
Alternative
Investments
Page 9 of 35 Pages
<PAGE>
APPENDIX A
Directors and Executive Officers
The following information is provided for the persons
listed below: (a) name, (b) business address, (c) principal
occupation or employment and the name, principal business and
address of any such corporation or organization in which such
employment is conducted, and (d) citizenship.
Directors and Executive Officers of
General Motors Investment Management
Corporation ("GMIMCo")
(a) W. Allen Reed - (Member of the Board of Directors and
President and Chief Executive Officer of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) President and Chief Executive Officer of GMIMCo (an
investment adviser to and manager of certain employee
benefit plans and affiliates of GM) and Vice President and
Chief Investment Funds Officer of GM; 767 Fifth Avenue, New
York, New York 10153.
(d) United States of America.
(a) Thomas E. Dobrowski - (Member of the Board of Directors and
Managing Director, Real Estate and Alternative Investments
of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Managing Director, Real Estate and Alternative Investments
of GMIMCo; 767 Fifth Avenue, New York, New York 10153.
(d) United States of America.
(a) Donald Joseph Haig - (Vice President, Financial Accounting &
Controls and Treasurer of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
Page 10 of 35 Pages
<PAGE>
(c) Vice President, Financial Accounting & Controls and
Treasurer of GMIMCo; 767 Fifth Avenue, New York, New York
10153.
(d) United States of America.
(a) Donald Richardson Kurtz - (Member of the Board of Directors
and Acting Managing Director, Domestic Equity of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Acting Managing Director, Domestic Equity of GMIMCo; 767
Fifth Avenue, New York, New York 10153.
(d) United States of America.
(a) Hugh G. Lynch - (Member of the Board of Directors and
Managing Director, International Investments of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Managing Director, International Investments of GMIMCo; 767
Fifth Avenue, New York, New York 10153.
(d) United States of America.
(a) Robert Charles Tschampion - (Member of the Board of
Directors and Managing Director, Investment Strategy and
Asset Allocation of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Managing Director, Investment Strategy and Asset Allocation
of GMIMCo; 767 Fifth Avenue, New York, New York 10153.
(d) United States of America.
Page 11 of 35 Pages
<PAGE>
Directors and Executive Officers
of General Motors Corporation ("GM")<F1>1
(a) Anne L. Armstrong - (Member of the Board of Directors of
GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Chairman, Board of Trustees, Center for Strategic and
International Studies (a non-profit research and educational
organization); 1800 K Street, N.W., Washington, D.C. 20006.
(d) United States of America.
(a) John H. Bryan - (Member of the Board of Directors of GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Chairman and Chief Executive Officer, Sara Lee Corp.
(manufacturing prepackaged bakery, meat items, household
cleaners, hosiery products); 3 First National Plaza, 70 West
Madison Street, Chicago, Illinois 60602.
(d) United States of America.
(a) Thomas E. Everhart - (Member of the Board of Directors of
GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) President and Professor of Electrical Engineering and
Applied Physics, California Institute of Technology (a
university); 1201 East California Boulevard, Pasadena,
California 91125.
(d) United States of America.
(a) Charles T. Fisher, III - (Member of the Board of Directors
of GM).*
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
___________________
<F1>1 Members of the Finance Committee of the Board of Directors
of GM are designated by an asterisk.
Page 12 of 35 Pages
<PAGE>
(c) Former Chairman of the Board of Directors and President, NBD
Bancorp, Inc. (a bank holding company); 100 Renaissance
Center, Suite 2412, Detroit, Michigan 48243.
(d) United States of America.
(a) Louis R. Hughes - (Executive Vice President of GM and
President of International Operations).
(b) Postfach CH-8152 Glattbrugg, Zurich, Switzerland.
(c) Executive Vice President of GM and President of
International Operations.
(d) United States of America.
(a) J. Michael Losh - (Executive Vice President and Chief
Financial Officer of GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Executive Vice President and Chief Financial Officer of GM;
3044 West Grand Boulevard, Detroit, Michigan 48202.
(d) United States of America.
(a) J. Willard Marriott, Jr. - (Member of the Board of Directors
of GM).*
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Chairman of the Board of Directors, President and Chief
Executive Officer, Marriott International, Inc. (a hotel
operator); One Marriott Drive, Washington, D.C. 20058.
(d) United States of America.
(a) Ann D. McLaughlin - (Member of the Board of Directors of
GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) President, Federal City Council, Washington, D.C.
(d) United States of America.
Page 13 of 35 Pages
<PAGE>
(a) Paul H. O'Neill - (Member of the Board of Directors of GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Chairman and Chief Executive Officer, Aluminum Company of
America (ALCOA) (manufacturing aluminum); 3040 ALCOA
Building, Pittsburgh, Pennsylvania 15219-1850.
(d) United States of America.
(a) Harry J. Pearce - (Executive Vice President of GM).
(b) 3034 West Grand Boulevard, Detroit, Michigan 48232.
(c) Executive Vice President of GM; 3034 West Grand Boulevard,
Detroit, Michigan 48232.
(d) United States of America.
(a) Edmund T. Pratt, Jr. - (Member of the Board of Directors of
GM).*
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Chairman Emeritus of the Board of Directors of Pfizer, Inc.
(a pharmaceutical manufacturer); 235 East 42nd Street, New
York, New York 10017.
(d) United States of America.
(a) John G. Smale - (Member and Chairman of the Board of
Directors of GM).*
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Chairman of the Executive Committee of the Board of
Directors of The Procter & Gamble Company (a consumer
products manufacturer); One Procter & Gamble Plaza,
Cincinnati, Ohio 45201-0599.
(d) United States of America.
Page 14 of 35 Pages
<PAGE>
(a) John F. Smith, Jr. - (Member of the Board of Directors and
President and Chief Executive Officer of GM).*
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) President and Chief Executive Officer of GM; 3044 West Grand
Boulevard, Detroit, Michigan 48202.
(d) United States of America.
(a) Louis W. Sullivan - (Member of the Board of Directors of
GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) President, Morehouse School of Medicine (a medical school);
720 Westview Drive, S.W., Atlanta, Georgia 30310-1495.
(d) United States of America.
(a) G. Richard Wagoner, Jr. - (Executive Vice President and
President of North American Operations of GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Executive Vice President and President of North American
Operations of GM; 3044 West Grand Boulevard, Detroit,
Michigan 48202.
(d) United States of America.
(a) Dennis Weatherstone - (Member of the Board of Directors of
GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Retired Chairman and currently Director of the Board of
Directors of J.P. Morgan & Co., Incorporated (a bank holding
company); 60 Wall Street, New York, New York 10260.
(d) United States of America.
Page 15 of 35 Pages
<PAGE>
(a) Thomas H. Wyman - (Member of the Board of Directors of GM).*
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Chairman, S.G. Warburg & Co. Inc. (an investment bank); 787
Seventh Avenue, New York, New York 10019.
(d) United States of America.
Page 16 of 35 Pages
<PAGE>
JOINT FILING AGREEMENT EXHIBIT 1
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 III, 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 6, 1995
FIRST PLAZA GROUP TRUST
By: Mellon Bank, N.A., Trustee (as
directed by General Motors
Investment Management
Corporation)
By: /s/Allan M. Seaman
______________________________
Authorized Officer
The decision to participate in this
investment, any representations made
herein by the participant, and any
actions taken hereunder by the
participant has/have been made
solely at the direction of the
investment fiduciary who has sole
investment discretion with respect
to this investment.
GENERAL MOTORS INVESTMENT
MANAGEMENT CORPORATION
By: /s/Thomas E. Dobrowski
______________________________
Name: Thomas E. Dobrowski
Title: Managing Director
Real Estate and
Alternative
Investments
Page 17 of 35 Pages
SUBSCRIPTION AGREEMENT
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this __ day
of _________, 1995 among BlackRock Fund Investors III, 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.
Page 18 of 35 Pages
<PAGE>
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 "Dec-
laration"), under certain circumstances following a Trigger
Notification Date (as defined in the Declaration), each Sub-
scriber 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
2
Page 19 of 35 Pages
<PAGE>
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
3
Page 20 of 35 Pages
<PAGE>
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
4
Page 21 of 35 Pages
<PAGE>
Subscriber in violation of the registration requirements of the
1933 Act (or other applicable law) or any material misrepre-
sentation 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 Agree-
ment (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
5
Page 22 of 35 Pages
<PAGE>
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 de-
fault) in the performance of any obligation, agreement or condi-
tion 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 prospec-
tus 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
6
Page 23 of 35 Pages
<PAGE>
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 if, in connection with the
sale of shares in the Fund or any Other Fund, such Fund or Other
Fund 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 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.
7
Page 24 of 35 Pages
<PAGE>
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
III, 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.
8
Page 25 of 35 Pages
<PAGE>
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.
9
Page 26 of 35 Pages
<PAGE>
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 pur-
chase, 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.
10
Page 27 of 35 Pages
<PAGE>
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 partner-
ship, 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.
X 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.
__________________________________________________
11
Page 28 of 35 Pages
<PAGE>
__________________________________________________
(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
12
Page 29 of 35 Pages
<PAGE>
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. X 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.
13 Page 30 of 35 Pages
<PAGE>
Capital Commitment (please fill in (a) or (b) below): The
minimum Capital Commitment is the lesser of (x) $100 million or
(y) 16.67% of the Maximum Commitments.
(a) $_________________ million
(b) 20% of the aggregate Capital Commitments of
the Trust, subject to a maximum of $120
million ($120,000,000)
MELLON BANK, N.A., AS TRUSTEE FOR FIRST PLAZA GROUP TRUST
_________________________________________________________
Name(s) Exactly as to Appear on Stock Register
/s/Allan M. Seaman
______________________________ ______________________________
Signature Signature (if purchasing
jointly)
MELLON BANK, N.A., AS TRUSTEE
FOR FIRST PLAZA GROUP TRUST
(as directed by General Motors
Investment Management
Corporation)
______________________________ ______________________________
Name Typed or Printed Name Typed or Printed
______________________________ ______________________________
Residence Address Residence Address
SEE ATTACHED SCHEDULE 1
______________________________ ______________________________
______________________________ ______________________________
City. State and Zip Code City, State and Zip Code
______________________________ ______________________________
Telephone Telephone
______________________________ ______________________________
Facsimile Number Facsimile Number
25-6295264
______________________________ ______________________________
______________________________ ______________________________
Tax Identification or Tax Identification or Social
Social Security Number Security Number
Dated: _______________, 199___ Dated: 1/13, 1995
This Subscription Agreement is The decision to participate in
agreed to and accepted as of this investment, any
January 17, 1995 representations made herein by
the participant, and any
any actions taken hereunder by
the participant has/have been
BlackRock Fund Investors III made solely at the direction
of the investment fiduciary
who has sole investment
discretion with respect to
By: /s/Wesley R. Edens this investment.
__________________________
Name: Wesley R. Edens
Title: Chief Operating Officer
BlackRock Financial Management L.P.
By: /s/Ralph L. Schlosstein
______________________________
Name: Ralph L. Schlosstein
Title: President
14
Page 31 of 35 Pages
<PAGE>
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 III 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
15
Page 32 of 35 Pages
<PAGE>
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:
16
Page 33 of 35 Pages
<PAGE>
EXHIBIT C
CERTIFICATE OF TRUST INVESTOR
CERTIFICATE OF MELLON BANK, N.A., AS TRUSTEE FOR FIRST PLAZA
GROUP TRUST (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 December 21, 1987 (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 13 day of January, 1995, and declare that it is
truthful and correct.
MELLON BANK, N.A., AS TRUSTEE FOR
FIRST PLAZA GROUP TRUST (as
directed by General Motors
Investment Management Corporation)
__________________________________
(Name of Trust or Custodial
Relationship)
By: /s/Allan M. Seaman
_____________________________
Name: Allan M. Seaman
Title: Associate Counsel
The decision to participate in this
investment, any representations
made herein by the participant, and
any actions taken hereunder by the
participant has/have been made s
olely at the direction of the
investment fiduciary who has sole
investment discretion with respect
to this investment.
17
Page 34 of 35 Pages
<PAGE>
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:
18 Page 35 of 35 Pages
