BLACKROCK FUND INVESTORS III
N-30D, 1996-03-01
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BlackRock Fund Investors III
- --------------------------------------------------------------------------------
Annual Report
December 31, 1995







<PAGE>

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

Assets

Investment in BlackRock Asset Investors, at estimated
   fair value (cost $49,043,383) (Note 1)                          $ 45,560,914 

Notes receivable (Note 4)                                               117,500 

Deferred organization expenses and other assets (Note 1)                147,023 
                                                                   ------------
                                                                     45,825,437
                                                                   ------------

Liabilities
Payable for organization expenses                                       146,899 
Notes payable (Note 4)                                                  117,500 
Payable to BlackRock Asset Investors                                     58,337 
Directors fee payable                                                    27,154 
Other accrued expenses                                                   48,453 
                                                                   ------------
                                                                        398,343 
                                                                   ------------

Net Assets                                                         $ 45,427,094 
                                                                   ============ 


Net assets were comprised of:
   Shares of beneficial interest, at par (Note 4)                  $        601
   Paid-in capital in excess of par                                  54,698,154 
   Receivable for shares of beneficial interest (Note 4)             (5,649,967)
                                                                   ------------
                                                                     49,048,788 
   Net investment loss                                                 (139,225)
   Net unrealized depreciation on investments                        (3,482,469)
                                                                   ------------

   Net assets, December 31, 1995                                   $ 45,427,094 
                                                                   ============ 

Net asset value per share                                          $     755.60
                                                                   ============

Total shares outstanding at end of period                             60,120.49 
                                                                   ============

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







See Notes to Financial Statements.



<PAGE>

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

Net Investment Loss

Income

   Interest (net of interest expense of $7,640)                   $         --
                                                                  -------------
Expenses
  Directors
  Amortization of deferred organization expenses                         60,791 
  Audit                                                                  25,634 
  Legal                                                                  18,758 
  Custodian                                                              13,188 
  Amortization of prepaid insurance                                      12,817 
  Miscellaneous                                                           4,067 
    Total expenses                                                        3,970 
                                                                  -------------
                                                                        139,225 
                                                                  -------------

  Net investment loss                                                  (139,225)

Realized and Unrealized Loss
  on Investments (Note 3)
Net unrealized depreciation on investments                           (3,482,469)
                                                                  -------------

Net Decrease In Net Assets
Resulting from Operations                                         $  (3,621,694)
                                                                  ============= 


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






See Notes to Financial Statements.








<PAGE>

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

Increase (Decrease) in Cash
Cash flows used for operating activities:
   Interest received                                               $      7,640 
   Expenses paid                                                        (13,045)
   Purchase of long-term portfolio investments                      (49,043,383)
                                                                   ------------

   Net cash flows used for operating activities                     (49,048,788)
                                                                   ------------

Cash flows provided by financing activities:
   Proceeds from Fund shares issued                                  49,048,788 
   Proceeds from notes sold                                             117,500 
   Cost of notes purchased                                             (117,500)
                                                                   ------------

   Net cash flows provided by financing activities                   49,048,788 
                                                                   ------------

Net increase in cash                                                        --


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

Cash, end of period                                                $        --
                                                                   ============
Reconciliation of Net Decrease in Net
   Assets Resulting from Operations
   to Net Cash Flows Used for
   Operating Activities
Net decrease in net assets resulting from operations               $ (3,621,694)
                                                                   ------------


Increase in investments                                             (49,043,383)

Increase in unrealized depreciation                                   3,482,469 

Increase in deferred organization expenses and
   other assets                                                        (147,023)

Increase in accrued expenses and other liabilities                      280,843 
                                                                   ------------

   Total adjustments                                                (45,427,094)
                                                                   ------------

Net cash flows used for operating activities                       $(49,048,788)
                                                                   ============ 


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



See Notes to Financial Statements.




<PAGE>

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

Increase (Decrease) in Net Assets

Operations:

  Net investment loss                                              $   (139,225)

  Net unrealized depreciation
    on investments                                                   (3,482,469)
                                                                   ------------

  Net decrease in net assets resulting
    from operations                                                  (3,621,694)


  Proceeds from shares of beneficial interest issued                 49,048,788 
                                                                   ------------

  Net increase                                                       45,427,094 


Net Assets

Beginning of period                                                        --
                                                                   ------------

End of period                                                      $ 45,427,094 
                                                                   ============ 



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






See Notes to Financial Statements.





<PAGE>

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

PER SHARE OPERATING
     PERFORMANCE:
Net asset value, beginning of period                      $         1,000 
                                                          ---------------
   Net investment loss                                             (10.91)
   Net unrealized loss on
       investments                                                (233.49)
                                                          ---------------
Net decrease from investment operations                           (244.40)
                                                          ---------------

Net asset value, end of period                            $        755.60
                                                          ===============

TOTAL INVESTMENT RETURN (a)                                       (24.44%)

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

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

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

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


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




See Notes to Financial Statements.



<PAGE>

BlackRock Fund Investors III
Notes to Financial Statements

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  (45.11% at December  31,
1995).  Valuation of  securities by BAI is discussed in Note 1 of BAI's Notes to
Financial Statements which are included elsewhere in this report.

Securities  Transactions  and Investment  Income:  Securities  transactions  are
recorded  on the trade  date.  Realized  and  unrealized  gains and  losses  are
calculated  on the  identified  cost basis.  Interest  income is recorded on the
accrual basis and Fund 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.


<PAGE>

    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.

    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  December 31, 1995  aggregated
$49,043,383.  The  federal  income tax basis of the  investments  of Fund III at
December  31,  1995  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 December 31, 1995, the total
outstanding  capital  commitments  from  investors  was  $253,239,514  of  which
$49,048,788 had been called and received.  On December 29, 1995, Fund III made a
capital  call,  received  on January  12,  1996,  totaling  $5,649,967  which is
recorded net in the capital account of Fund III at December 31, 1995.

Note 6.           Quarterly Data (Unaudited)
<TABLE>
<CAPTION>

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

March 29, 1995*
to April 30, 1995       -          ($53,738)     ($5.75)        ($826,202)  ($88.37)       -               -        $905.89

May 1, 1995
to June 30, 1995        -          ($26,371)     ($2.22)        ($525,527)  ($46.72)       -               -        $861.12

July 1, 1995
to Sept. 30, 1995       -          ($40,161)     ($2.55)      ($1,151,062)  ($75.69)       -               -        $786.34

October 1, 1995
to Dec. 31, 1995        -          ($18,955)     ($0.39)        ($979,674)  ($22.71)       -               -        $755.60
- -----------------------------------------------------------------------------------------------------------------------------

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


<PAGE>

(logo)


BLACKROCK FUND INVESTORS III
REPORT OF INDEPENDENT AUDITORS


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


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

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

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

As explained in Note 1, the financial statements include investment in BlackRock
Asset  Investors  valued at $45,560,918  (100.3% of net assets),  whose value of
underlying  investments  have been  estimated  by the Board of  Trustees  in the
absence of readily  ascertainable market values. We have reviewed the procedures
used by the Board of  Trustees  in  arriving  at its  estimate  of value of such
investments   and  have  inspected   underlying   documentation,   and,  in  the
circumstances,  we believe the procedures  are reasonable and the  documentation
appropriate.  However,  because of the inherent uncertainty of valuation,  those
estimated values may differ  significantly  from the values that would have been
used had a ready market for the investments  existed,  and the differences could
be material.



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

(logo)


<PAGE>

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

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

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

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

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

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


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

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



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