BLACKROCK FUND INVESTORS III
N-30D, 1996-08-29
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BlackRock Fund Investors III
- --------------------------------------------------------------------------------
Semi-Annual Report
June 30, 1996


<PAGE>


BlackRock Fund Investors III
Statement of Assets and Liabilities
June 30, 1996 (Unaudited)
- --------------------------------------------------------------------------------

Assets

Investment in BlackRock Asset Investors, at estimated
  fair value (cost $87,903,131) (Notes 1 and 3)                    $ 91,292,315
Notes receivable (Note 4)                                               117,500
Deferred organization expenses and other assets (Note 1)                129,752
                                                                   ------------
                                                                     91,539,567
                                                                   ------------
Liabilities
Notes payable (Note 4)                                                  117,500
Payable to BlackRock Asset Investors                                     45,039
Directors fee payable                                                    13,565
Other accrued expenses                                                   38,853
                                                                   ------------
                                                                        214,957
                                                                   ------------

Net Assets                                                         $ 91,324,610

Net assets were comprised of:
  Shares of beneficial interest, at par (Note 5)                   $      1,103
  Paid-in capital in excess of par                                   88,145,457
                                                                   ------------
                                                                     88,146,560
  Accumulated net investment loss                                      (211,134)
  Net unrealized appreciation on investments                          3,389,184
                                                                   ------------

  Net assets, June 30, 1996                                        $ 91,324,610
                                                                   ============

Net asset value per share                                          $     827.84
                                                                   ============

Total shares outstanding at end of period                            110,316.31
                                                                   ============

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See Notes to Financial Statements.



<PAGE>


BlackRock Fund Investors III
Statement of Operations
For the Six Months Ended June 30, 1996 (Unaudited)
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Net Investment Loss

Income
  Interest (net of interest expense of $4,782)                      $        --

Expenses
  Directors                                                              31,328
  Amortization of deferred organization expenses                         16,857
  Audit                                                                   9,328
  Legal                                                                   5,619
  Transfer Agent                                                          2,611
  Custodian                                                               2,486
  Miscellaneous                                                           3,680
                                                                    -----------

    Total Expenses                                                       71,909
                                                                    -----------

  Net investment loss                                                   (71,909)
                                                                    -----------
Unrealized Gain
  on Investments (Note 3)
Net change in unrealized depreciation on investments                  6,871,653
                                                                    -----------
Net Increase In Net Assets
  Resulting from Operations                                         $ 6,799,744
                                                                    ===========

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See Notes to Financial Statements.



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BlackRock Fund Investors III
Statement of Cash Flows
For the Six Months Ended June 30, 1996 (Unaudited)
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Increase (Decrease) in Cash 
Cash flows used for operating activities:
  Interest received                                                $      4,782
  Expenses paid                                                        (242,806)
  Purchase of long-term portfolio investments                       (38,859,748)
                                                                   ------------
  Net cash flows used for operating activities                      (39,097,772)
                                                                   ------------
Cash flows provided by financing activities:
  Proceeds from Fund shares issued                                   39,097,772
                                                                   ------------
Net increase in cash                                                        --

Cash beginning of period                                                    --
                                                                   ------------
Cash end of period                                                 $        --
                                                                   ============
Reconciliation of Net Increase in Net
     Assets Resulting from Operations
     to Net Cash Flows Used for
     Operating Activities
Net increase in net assets resulting from operations               $  6,799,744
                                                                   ------------

Increase in investments                                             (38,859,748)
Decrease in unrealized depreciation                                  (6,871,653)
Decrease in deferred organization expenses and
 other assets                                                            17,271
Decrease in accrued expenses and other liabilities                     (183,386)
                                                                   ------------
  Total adjustments                                                 (45,897,516)
                                                                   ------------
Net cash flows used for operating activities                       $(39,097,772)
                                                                   ============

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

See Notes to Financial Statements.



<PAGE>

BlackRock Fund Investors III
Statements of Changes in Net Assets
(Unaudited)
- --------------------------------------------------------------------------------

                                                                March 29, 1995*
                                         For the Six Months         through
                                         Ended June 30, 1996   December 31, 1995
                                         -------------------   -----------------
Increase (Decrease) in Net Assets

Operations:

  Net investment loss                          $    (71,909)       $   (139,225)

  Net change in unrealized depreciation
    on investments                                6,871,653          (3,482,469)
                                               ------------        ------------
  Net increase (decrease) in net assets 
    resulting from operations                     6,799,744          (3,621,694)

Transactions in shares of beneficial interest:

  Proceeds from shares issued                    39,097,772          49,048,788
                                               ------------        ------------
 
  Net increase                                   45,897,516          45,427,094
                                               ------------        ------------
Net Assets

Beginning of period                              45,427,094                 --
                                               ------------        ------------
End of period                                  $ 91,324,610        $ 45,427,094
                                               ============        ============






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



See Notes to Financial Statements.



<PAGE>


BlackRock Fund Investors III
Financial Highlights
(Unaudited)
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                                                                 March 29, 1995*
                                    For the Six Months               through
                                    Ended June 30, 1996        December 31, 1995
                                    -------------------        -----------------
PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning of period    $      755.60       $      1000.00  
                                        -------------       --------------
  Net investment loss                           (0.84)(a)           (10.91)(a)
  Net unrealized gain (loss) on
    investments                                 73.08 (a)          (233.49)(a)
Net increase (decrease) from            -------------       --------------
  investment operations                         72.24              (244.40)
                                        -------------       --------------
Net asset value, end of period          $      827.84       $       755.60
                                        =============       ==============
TOTAL INVESTMENT RETURN (b)                     9.56%             (24.44)%

RATIOS TO AVERAGE NET ASSETS:
Expenses                                        0.22%(c)(d)          0.85%(c)(d)
Net investment loss                           (0.22)%(c)(d)        (0.85)%(c)(d)

SUPPLEMENTAL DATA:
Average net assets (in thousands)             $66,520              $21,529
Portfolio turnover                                --                   --
Net assets, end of period (in thousands)      $91,325              $45,427

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

  *  Commencement of investment operations.
(a)  Calculated based on average shares.
(b)  Total  investment  return is  calculated  assuming a purchase of a share of
     beneficial  interest  at net  asset  value per share on the first day and a
     sale at net asset  value per share on the last day of the period  reported.
     Dividends are assumed,  for purposes of this calculation,  to be reinvested
     at the net asset  value per share on the  payment  date.  Total  investment
     return for periods of less than one full year are not annualized.
(c)  Annualized.
(d)  The ratio of expenses and net  investment  loss to total  investor  capital
     commitments  of  $253,239,514  on an  annualized  basis is 0.07% and 0.07%,
     respectively, for the period ended December 31, 1995. The ratio of expenses
     and  net  investment  loss  to  total  investor   capital   commitments  of
     $253,239,514 on an annualized basis is 0.06% and 0.06%,  respectively,  for
     the six months ended June 30, 1996.

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



See Notes to Financial Statements.



<PAGE>


BlackRock Fund Investors III
Notes to Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------

Note 1.         Organization and Accounting Policies

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

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

Securities  Valuation:  Fund III's  interest in BAI is valued by Fund III at its
proportionate  interest in the net asset value of BAI (45.40% at June 30, 1996).
Valuation  of  securities  by BAI is  discussed  in  Note 1 of  BAI's  Notes  to
Financial Statements which are included elsewhere in this report.

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

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

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

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

Deferred  Organization  Expenses: A total of $169,499 was incurred in connection
with the  organization of Fund III. These costs have been deferred and are being
amortized  ratably  over a period of 60 months from the date Fund III  commenced
investment operations.

Note 2.         Agreements

     Fund III has a Master  Administration  Agreement with  BlackRock  Financial
Management,  Inc.  (the "Master  Administrator").   For its  services  under the
Master Administration  Agreement, the Master Administrator receives no fees from
Fund III.

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



<PAGE>



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

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


Note 3.         Portfolio Securities

     Purchases  of  investment  for the period  ended June 30,  1996  aggregated
$38,859,748. The federal income tax basis of the investments of Fund III at June
30, 1996 was substantially the same as the basis for financial reporting.

Note 4.         Notes

     Fund III has  issued and sold notes in the  aggregate  principal  amount of
$117,500  paying  interest  at a per annum  rate of 2.50%  over the yield of the
one-year constant maturity Treasury,  redeemable  annually by the holder and due
on dissolution of the Fund III.

Note 5.         Capital

     Fund III has obtained  capital  commitments  from  investors in the form of
subscription  agreements to engage in the real estate debt investment activities
described herein.  When notified by Fund III, in accordance with the Declaration
of Trust,  the  investors  shall make capital  contributions  as are required to
satisfy their outstanding capital commitments.  Fund III must give fourteen days
advance  notice  before  contributions  are due. As of June 30, 1996,  the total
outstanding  capital  commitments  from  investors  was  $253,239,514  of  which
$88,146,560  had been  called and  received.  On July 3,  1996,  Fund III made a
capital call, received July 17, 1996, totalling $10,847,937.

Note 6.         Subsequent Event

     Subsequent  to June 30, 1996 the Board of  Trustees of Fund III  declared a
distribution  of  $14.28376  from  undistributed  earnings and  $143.58937  from
capital per share payable  August 20, 1996 to  shareholders  of record on August
19, 1996.



<PAGE>



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

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

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

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

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

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


The accompanying  financial statements as of June 30, 1996 were not audited and,
accordingly, no opinion is expressed on them.

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

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






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