BLACKROCK FUND INVESTORS III
N-30D, 1997-03-03
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BlackRock Fund Investors III
- --------------------------------------------------------------------------------
Annual Report
December 31, 1996



<PAGE>


BlackRock Fund Investors III
Statement of Assets and Liabilities
December 31, 1996
- --------------------------------------------------------------------------------

Assets

Investment in BlackRock Asset Investors, at estimated
  fair value (cost $165,602,612) (Notes 1 and 3)                  $ 162,914,905
Cash                                                                    292,293
Notes receivable (Note 4)                                               107,501
Deferred organization expenses and other assets (Note 1)                114,790
                                                                  -------------
  Total assets                                                      163,429,489
                                                                  -------------

Liabilities

Notes payable (Note 4)                                                  107,500
Payable to BlackRock Asset Investors                                     45,855
Directors fee payable                                                    42,236
Other accrued expenses                                                   55,932
                                                                  -------------
  Total liabilities                                                     251,523
                                                                  -------------
Net Assets                                                        $ 163,177,966
                                                                  =============

Net assets were comprised of:
  Shares of beneficial interest, at par (Note 5)                  $       2,223
  Paid-in capital in excess of par                                  165,961,610
                                                                  -------------
                                                                    165,963,833
  Distributions in excess of net investment income                      (98,160)
  Net unrealized depreciation on investment companies                (2,687,707)
                                                                  -------------
  Total net assets                                                $ 163,177,966
                                                                  =============
Net asset value per share                                         $      733.89
                                                                  =============
Total shares outstanding at end of year                              222,347.48
                                                                  =============

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

See Notes to Financial Statements.


<PAGE>


BlackRock Fund Investors III
Statement of Operations
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------

Net Investment Income

Income
  Interest (net of interest expense of $9,618)                       $     1,808
  Dividend income                                                     28,523,560
                                                                     -----------
  Total income                                                        28,525,368
                                                                     -----------

Expenses
  Directors                                                               63,000
  Amortization of deferred organization expenses                          33,899
  Audit                                                                   18,758
  Legal                                                                   11,298
  Transfer Agent                                                           5,248
  Custodian                                                                5,000
  Amortization of prepaid insurance                                        2,690
  Miscellaneous                                                            9,137
                                                                     -----------
    Total expenses                                                       149,030
                                                                     -----------
  Net investment income                                               28,376,338
                                                                     -----------

Realized and Unrealized Gain (Loss)
  on Investments (Note 3)

Net realized gain                                                      3,372,520
Net change in unrealized depreciation on investment companies            794,762
                                                                     -----------
  Net realized and unrealized gain                                     4,167,282
                                                                     -----------
Net Increase In Net Assets
  Resulting from Operations                                          $32,543,620
                                                                     ===========


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

See Notes to Financial Statements.


<PAGE>


BlackRock Fund Investors III
Statement of Cash Flows
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------

Increase (Decrease) in Cash

Cash flows provided by operating activities:
  Dividends and interest received                                 $  31,888,170
  Expenses paid                                                        (243,899)
                                                                  -------------
  Net cash flows provided by operating activities                    31,644,271
                                                                  -------------
Net purchase of investments                                        (116,559,229)
                                                                  -------------
Cash flows used for financing activities:
  Proceeds from Fund shares issued                                  135,569,519
  Dividend and distributions to shareholders                        (50,362,268)
                                                                  -------------
  Net cash flows used for financing activities                       85,207,251
                                                                  -------------
Net increase in cash                                                    292,293

Cash beginning of year                                                       --
                                                                  -------------

Cash end of year                                                        292,293
                                                                  =============

Reconciliation of Net Increase in Net
  Assets Resulting from Operations
  to Net Cash Flows Provided by
  Operating Activities

Net increase in net assets resulting from operations              $  32,543,620
                                                                  -------------
Decrease in unrealized depreciation                                    (794,762)
Increase in deferred organization expenses and other assets            (134,338)
Decrease in payable to BAI                                              (12,482)
Increase in accrued expenses and other liabilities                       42,233
                                                                  -------------
  Total adjustments                                                    (899,349)
                                                                  -------------
Net cash flows provided by operating activities                   $  31,644,271
                                                                  =============


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

See Notes to Financial Statements.


<PAGE>



BlackRock Fund Investors III
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
<TABLE>  
<CAPTION>
                                                                                                                    March 29, 1995*
                                                                                        For the Year Ended              through
                                                                                         December 31, 1996         December 31, 1995
                                                                                         -----------------         -----------------
<S>                                                                                        <C>                       <C>           
Increase (Decrease) in Net Assets

Operations:
  Net investment income (loss)                                                             $  28,376,338             $    (139,225)
  Net realized gain                                                                            3,372,520                        --
  Net change in unrealized depreciation
    on investment companies                                                                      794,762                (3,482,469)
                                                                                           -------------             -------------
  Net increase (decrease) in net assets resulting
    from operations                                                                           32,543,620                (3,621,694)
                                                                                           -------------             -------------

Dividends and distributions to shareholders from:

  Net investment income                                                                      (28,237,113)                       --
  In excess of net investment income                                                            (129,199)
  Net realized gain                                                                           (3,372,520)
  Return of capital                                                                          (18,623,436)                       --
                                                                                           -------------             -------------
  Total dividends and distributions to shareholders                                          (50,362,268)                       --
                                                                                           -------------             -------------

Fund share transactions:

  Proceeds from shares issued                                                                135,569,520                49,048,788
                                                                                           -------------             -------------
  Net increase in net assets resulting
    from fund share transactions                                                             135,569,520                49,048,788
                                                                                           -------------             -------------
  Net increase                                                                               117,750,872                45,427,094

Net Assets

Beginning of period                                                                           45,427,094                        --
                                                                                           -------------             -------------
End of period                                                                              $ 163,177,966             $  45,427,094
                                                                                           =============             =============
</TABLE>


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

* Commencement of investment operations. See Notes to Financial Statements.

See Notes to Financial Statements.


<PAGE>


BlackRock Fund Investors III
Financial Highlights
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                 March 29, 1995*
                                                                                    For the Year Ended               through
                                                                                     December 31, 1996          December 31, 1995
                                                                                     -----------------          -----------------
<S>                                                                                    <C>                       <C>        
PER SHARE OPERATING
  PERFORMANCE:

Net asset value, beginning of period                                                   $    755.60               $  1,000.00
                                                                                       -----------               -----------
  Net investment income (loss) (a)                                                          236.65                    (10.91)
  Net realized and unrealized gain (a)                                                       34.75                   (233.49)
                                                                                       -----------               -----------
  Net increase (decrease) from investment operations                                        271.40                   (244.40)
                                                                                       -----------               -----------
  Less dividends and distributions:
  Net investment income                                                                    (164.34)                       --
  In excess of net investment income                                                         (0.75)                       --
  Net realized gain                                                                         (19.63)                       --
  Return of capital                                                                        (108.39)                       --
                                                                                       -----------               -----------
                                                                                           (293.11)                       --
                                                                                       -----------               -----------
Net asset value, end of period                                                            $ 733.89                  $ 755.60
                                                                                       ===========               ===========
TOTAL INVESTMENT RETURN (b)                                                                  53.84%                   (24.44)%

RATIOS TO AVERAGE NET ASSETS:
Expenses                                                                                      0.16%(d)                  0.85% (c)(d)
Net investment income (loss)                                                                 30.37%(d)                 (0.85%)(c)(d)

SUPPLEMENTAL DATA:
Average net assets (in thousands)                                                      $    93,437               $    21,529
Portfolio turnover                                                                              --                        --
Net assets, end of period (in thousands)                                               $   163,178               $    45,427
</TABLE>

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

*    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  income to total investor  capital
     commitments  of  $253,239,514  on an annualized  basis is 0.06% and 11.21%,
     respectively, for the period ended December 31, 1996. 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 year ended December 31, 1995.

     Contained above is the 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 common shares is valued by Fund
III at its  proportionate  interest  in the net asset  value of BAI  (45.25%  at
December 31, 1996).  Fund III also holds 691.56 BAI  preferred  shares which are
valued at cost ($345,780). 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.  Dividends and distributions  received from
BAI  are  recorded  based  on the  character  of the  dividend  or  distribution
received.

Taxes:  It is Fund III's  intention to continue 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.

     Income and capital gain  distributions  are  determined in accordance  with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  Permanent  book and tax basis  differences  relating to shareholder
distributions will result in reclassifications to paid in capital.

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 lilt These costs have been deferred and are being
amortized  ratably  over a period of 60 months from the date Fund III  commenced
investment operations.


<PAGE>


Reclassification  of  Capital  Accounts:  The  Trust  accounts  for and  reports
distributions  to  shareholders  in  accordance  with the American  Institute of
Certified  Public  Accountants'  Statement  of  Position  93-2:   Determination,
Disclosure,  and Financial  Statement  Presentation of Income,  Capital Gain and
Return of Capital  Distributions  by  Investment  Companies.  For the year ended
December 31, 1996, the Trust increased distributions in excess of net investment
income by $31,039 and  decreased  paid in capital in excess of par by $31,039 as
the  result  of a net  operating  loss in 1995  that is not  deductible  for tax
purposes.

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.

      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,  which is split ratably  between BAI, Fund III,  BlackRock Fund Investors I
and BlackRock  Fund  Investors  II, 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  and  proceeds  from sale of  investment  securities  other than
short-term   investments  for  the  year  ended  December  31,  1996  aggregated
$115,964,693  and  $0,  respectively.  The  federal  income  tax  basis  of  the
investments of Fund III at December 31, 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 December 31, 1996, the total
capital  commitments from the Funds was  $253,239,514 of which  $167,805,230 had
been called and received. In addition, $18,623,436 representing capital returned
to shareholder is available for subsequent capital calls.

Note 6. Subsequent Events

      On January 7, 1997 and February 3, 1997, the Trust made additional capital
calls of  $22,668,761  and  $42,163,896 on the Fund's  investors,  respectively,
which settled on January 21, 1997 and February 18, 1997, respectively.


<PAGE>


                          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, 1996 and the related  statements
of  operations  and cash  flows for the year then  ended  and the  statement  of
changes in net assets and financial  highlights  for the year then ended and for
the period March 29, 1995 (commencement of investment operation) to December 31,
1995.  These  financial   statements  are  the  responsibility  of  the  Trust's
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.  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, 1996, and the results of its operations and its cash flows for the year then
ended,  and the  statement  of  changes  in its  net  assets  and the  financial
highlights  for  the  year  then  ended  and  for  the  period  March  29,  1995
(commencement of investment  operation) to December 31, 1995, in conformity with
generally accepted accounting principles.

As  explained  in  Note 1,  the  financial  statements  include  investments  in
BlackRock Asset Investors  valued at $162,914,905  (99.8% 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.


/s/ Deloitte & Touche LLP


New York, New York
February 20, 1997


<PAGE>


BlackRock Fund Investors 111
Additional Tax Information
- --------------------------------------------------------------------------------

     We wish to  advise  you as to the  federal  tax  status  of  dividends  and
distributions paid by Fund III during its fiscal year ended December 31, 1996.

     During  the  fiscal  year  ended  December  31,  1996,  56.32% of the total
distributions  paid by Fund III is taxable as ordinary income,  6.70% is taxable
as long-term  capital gain and 36.98% is a  non-taxable  return of capital.  For
federal  income tax purposes,  the  aggregate of any  dividends  and  short-term
capital  gains  distributions  you received are  reportable in your 1996 federal
income tax return as ordinary income.  Further,  we wish to advise you that your
income dividends do not qualify for the dividends received deduction.

     For the purpose of preparing  your 1996 annual  federal  income tax return,
however, you should report the amounts as reflected on the appropriate Form 1099
DIV. which was mailed to you in January 1997.


<PAGE>


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

Officers
Ralph L. Schlosstein, President
Wesley R. Edens, Chief Operating Officer
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 LLP
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


<PAGE>


BlackRock Asset Investors
- --------------------------------------------------------------------------------
Annual Report
December 31, 1996


<PAGE>


BlackRock Asset Investors
Schedule of Investments
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                     Name of Issuer
                   and title of Issue                                                               Par (000)             Value
                   ------------------                                                               ---------             -----
<S>                                                                                                   <C>             <C>          
Commercial Mortgage Pass-Through Certificates - 4.1%
  BCF L.L.C. Series 1996 A- Interest Only                                                             51,560          $     811,442
  BCF L.L.C. Series 1996 B- Interest Only                                                              7,646                207,705
  BCF L.L.C. Series 1996 C- Interest Only                                                              5,734                153,795
  BCF L.L.C. Series 1996 D- Interest Only                                                              6,690                153,783
  BCF L.L.C. Series 1996 E                                                                             9,079              8,548,118
  BCF L.L.C. Series 1996 F                                                                             2,390              2,048,695
  BCF L.L.C. Series 1996 G                                                                             6,690              2,981,415
                                                                                                                      -------------
Total Commercial Mortgage Pass-Through Certificates (Cost $13,471,953)                                                   14,904,953
                                                                                                                      -------------

Warrants - 0.8%
  Annington Finance                                                                                   16,065              2,752,270
                                                                                                                      -------------
Total Warrants including unrealized gain of $120,824 (Cost $2,631,446)                                                    2,752,270
                                                                                                                      -------------

Fixed Income Securities - 31.3%
  Annington Finance, 11%, 10/21/2002                                                                  65,540            112,283,707
                                                                                                                      -------------
Total Fixed Income Securities including
  unrealized gain of $4,447,215 (Cost $107,836,492)                                                                     112,283,707
                                                                                                                      -------------
Partnership Investments - 74.4%
  BlackRock Capital Finance                                                                                             267,356,392
                                                                                                                      -------------
Total Partnership Investments (Cost $266,668,066)                                                                       267,356,392
                                                                                                                      -------------
Total Long Term Investments - (cost $390,607,957)                                                                       397,297,322
                                                                                                                      -------------

Short Term Investment - 0.1 %
  Repurchase agreement dated 12/31/96
    with State Street Bank and Trust, Co. 5.00%
    due 1/02/97, collateralized by United States Treasury
    Note 6.00% due 5/31/98 (market value $358,145)
    (repurchase proceeds $350,097) (cost $350,000)                                                       350                350,000
                                                                                                                      -------------
Total Investments - (cost $390,957,957) - 110.7%                                                                        397,647,322
Liabilities in Excess of Other Assets - (10.4)%                                                                         (37,391,277)
Liquidation Value of Preferred Stock- (0.3)%                                                                             (1,020,000)
                                                                                                                      -------------
Net Assets Applicable to Common Shareholders - 100.0%                                                                 $ 359,236,045
                                                                                                                      =============
</TABLE>


<PAGE>


BlackRock Asset Investors
Statement of Assets and Liabilities
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets
<S>                                                                                                                   <C>          
Investments, at estimated fair value (cost $390,607,957)                                                              $ 397,297,322
Repurchase agreement (cost $350,000)                                                                                        350,000
                                                                                                                      -------------
  Total investments ($390,957,957)                                                                                      397,647,322

Cash including cash held in foreign banks of $14,708                                                                        363,105
Interest receivable                                                                                                       1,921,298
Deferred organization expenses and other assets (Note 1)                                                                    305,714
Due from BlackRock Fund Investors I, II, and III                                                                            137,269
                                                                                                                      -------------
  Total assets                                                                                                          400,374,708
                                                                                                                      -------------

Liabilities

Line of credit payable (Note 5)                                                                                          29,000,000
Unrealized loss on forward currency contracts                                                                             8,017,435
Investment advisory fee payable (Note 2)                                                                                  2,101,005
Tax payable                                                                                                                 300,000
Payable to BCF                                                                                                              260,682
Notes payable (Note 6)                                                                                                      192,500
Interest on line of credit payable                                                                                           78,316
Directors' fee payable                                                                                                       42,236
Administration fee payable                                                                                                   13,401
Other accrued expenses                                                                                                      113,088
                                                                                                                      -------------
  Total liabilities                                                                                                      40,118,663
                                                                                                                      -------------
Net Investment Assets                                                                                                 $ 360,256,045
                                                                                                                      =============
Net assets were comprised of:
  Common shares of beneficial interest, at par (Note 7)                                                               $       4,845
  Paid in capital in excess of par                                                                                      364,871,197
  Preferred stock, at par (Note 7)                                                                                        1,020,000
                                                                                                                      -------------
                                                                                                                        365,896,042
  Accumulated net investment income                                                                                         926,111
  Distributions in excess of net realized gains                                                                          (5,238,532)
  Net unrealized depreciation on investments,
    forward currency contracts and foreign currency                                                                      (1,327,576)
                                                                                                                      =============
  Total Net Investment Assets                                                                                         $ 360,256,045
                                                                                                                      =============
Net assets applicable to common shareholders                                                                          $ 359,236,045
                                                                                                                      =============
Net asset value per common share ($359,236,045 divided by 484,525
  common shares issued and outstanding)                                                                               $      741.42
                                                                                                                      =============
Total common shares outstanding at end of year                                                                           484,525.00
                                                                                                                      =============
</TABLE>


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

See Notes to Financial Statements.


<PAGE>


BlackRock Asset Investors
Statement of Operations
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------

Net Investment Income

Income
  Net investment income earned from BCF                            $ 69,445,671
  Interest (net of interest expense of $1,234,961)                    1,698,815
                                                                   ------------
Total income                                                         71,144,486
                                                                   ------------
Expenses
  Investment advisory                                                 2,101,005
  Administration                                                         25,877
  Directors                                                              63,000
  Custodian                                                              60,000
  Amortization of deferred organization expenses                         37,500
  Legal                                                                  25,000
  Audit                                                                  20,750
  Transfer agent                                                          5,250
  Miscellaneous                                                          29,361
                                                                   ------------
  Total operating expenses                                            2,367,743
                                                                   ------------
  Net investment income before income taxes                          68,776,743
  Income tax provision (Note 1)                                        (300,000)
                                                                   ------------
  Net investment income                                              68,476,743
                                                                   ------------

Realized and Unrealized Gain (Loss)
  on Investments, Futures Contracts,
  Forward Currency Contracts and
  Foreign Currency Transactions (Note 4)

Net realized gain on:
  Futures contracts                                                     145,776
  Foreign Currency and Forward Currency Contracts                     1,845,741
  BCF investments                                                     2,506,340
                                                                   ------------
  Net realized gain                                                   4,497,857
                                                                   ------------
Net change in unrealized appreciation (depreciation) on:
  Foreign Currency and Forward Currency Contracts                    (8,016,941)
  BCF investments                                                     1,188,393
  Other investments                                                   6,001,235
                                                                   ------------
  Net change in unrealized depreciation                                (827,313)
                                                                   ------------
  Net realized and unrealized gain                                    3,670,544
                                                                   ------------

Net Increase In Net Investment Assets
  Resulting from Operations                                        $ 72,147,287
                                                                   ============


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

See Notes to Financial Statements.


<PAGE>


BlackRock Asset Investors
Statement of Cash Flows
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------

Increase (Decrease) in Cash

Cash flows provided by operating activities:
  Net investment income and realized gain received from BCF       $  71,952,011
  Interest received                                                   1,012,478
  Interest paid                                                      (1,156,645)
  Expenses paid                                                        (691,195)
  Reimbursement received for expenses paid
    on behalf of affiliates                                             836,630
  Net gain from futures contracts                                       145,776
  Net gain from forward currency contracts and
    foreign currency transactions                                     1,845,741
                                                                  -------------
  Net cash flows provided by operating activities                    73,944,796
                                                                  -------------
Cash flows used for investing activities:
  Purchases of repurchase agreements, net                              (350,000)
  Net purchase of investments                                      (283,258,746)
                                                                  -------------
  Net cash flows used for investing activities                     (283,608,746)
                                                                  -------------
Cash flows provided by financing activities:
  Payment of distributions                                         (112,813,000)
  Line of credit borrowing                                           23,000,000
  Proceeds from preferred stock                                       1,020,000
  Organization expenses paid                                           (162,500)
  Redemption of notes payable                                           (10,000)
  Share subscriptions                                               298,911,137
                                                                  -------------
  Net cash flows provided by financing activities                   209,945,637
                                                                  -------------
Net increase in cash                                                    281,687

Cash, beginning of year                                                  81,418
                                                                  -------------
Cash and foreign currency, end of year                            $     363,105
                                                                  =============
Reconciliation of Net Increase in Net
  Assets Resulting from Operations
  to Net Cash Flows Provided By
  Operating Activities

Net increase in net assets resulting from operations              $  72,147,287
                                                                  -------------
Increase in unrealized depreciation                                     827,313
Increase in accrued expenses and other liabilities                    2,094,540
Decrease in due from affiliates                                         836,630
Increase in deferred organization costs and other assets             (1,960,974)
                                                                  -------------
  Total adjustments                                                   1,797,509
                                                                  -------------
Net cash flows provided by operating activities                   $  73,944,796
                                                                  =============


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

See Notes to Financial Statements.

*    Excludes non cash items in the amount of $13,555,470.


<PAGE>


BlackRock Asset Investors
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                   March 29, 1995*
                                                                                            Year Ended                 through
                                                                                         December 31, 1996        December 31, 1995
                                                                                         -----------------        -----------------
<S>                                                                                        <C>                      <C>          
Increase (Decrease) in Net Assets

Operations:
  Net investment income (loss)                                                             $  68,476,743            $  (4,734,494)**

  Net realized gain on BCF investments, futures
    contracts, forward currency contracts and foreign
    currency transactions                                                                      4,497,857               (2,278,375)**

  Net change in unrealized depreciation on BCF
    investments, forward currency contracts, foreign
    currency transactions and other investments                                                 (827,313)                (500,263)**
                                                                                           -------------            -------------
  Net increase (decrease) in net assets resulting
    from operations                                                                           72,147,287               (7,513,132)
                                                                                           -------------            -------------

Dividends and distributions to common shareholders from:

  Net investment income                                                                      (63,077,204)                      --
  Return of capital                                                                          (42,277,782)                      --
  Net realized gains                                                                          (2,219,482)                      --
  In excess of net realized gains                                                             (5,238,532)                      --
                                                                                           -------------            -------------
  Total dividends & distributions to
    common shareholders                                                                     (112,813,000)                      --
                                                                                           -------------            -------------

Fund share transactions:

  Proceeds from common shares issued                                                         298,911,137              108,503,753
  Proceeds from preferred shares issued                                                        1,020,000                       --
                                                                                           -------------            -------------
  Total fund share transactions                                                              299,931,137              108,503,753
                                                                                           -------------            -------------
  Net increase                                                                               259,265,424              100,990,621

Net Investment Assets

Beginning of period                                                                          100,990,621                       --
                                                                                           -------------            -------------
End of period                                                                              $ 360,256,045            $ 100,990,621
                                                                                           =============            =============
</TABLE>


- --------------------------------------------------------------------------------
*    Commencement of investment operations.
**   Restated to conform to 1996 presentation.
See Notes to Financial Statements.


<PAGE>


BlackRock Asset Investors
Financial Highlights
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                  March 29, 1995*
                                                                                    For the Year Ended                through
                                                                                     December 31, 1996           December 31, 1995
                                                                                     -----------------           -----------------
<S>                                                                                   <C>                        <C>        
PER SHARE OPERATING
  PERFORMANCE:

Net asset value per common share 
  beginning of period                                                                 $    765.99                $  1,000.00
                                                                                      -----------                -----------
    Net investment income (loss) (a)                                                       262.06                    (150.13)**
    Net realized and unrealized gain (loss) on
      investments, futures contracts, forward currency
      contracts and foreign currency transactions (a)                                       14.05                     (83.88)**
                                                                                      -----------                -----------
Net increase (decrease) from investment operations                                         276.11                    (234.01)
                                                                                      -----------                -----------
Less dividends & distributions to common shareholders:
  Net investment income                                                                   (168.12)                        --
  Net realized gains                                                                        (5.92)                        --
  In excess of net realized gain                                                           (13.96)                        --
  Return of capital                                                                       (112.68)                        --
                                                                                      -----------                -----------
                                                                                          (300.68)                        --
                                                                                      -----------                -----------
Net asset value per common share, end of period                                       $    741.42                $    765.99
                                                                                      ===========                ===========
TOTAL INVESTMENT RETURN (b)                                                                 50.00%                    (23.40)%

RATIOS TO AVERAGE NET ASSETS
  OF COMMON SHAREHOLDERS:
Operating expenses                                                                           1.15%(d)                  10.78% (cd)**
Net investment income (loss)                                                                33.17%(d)                 (13.15)%(cd)**

SUPPLEMENTAL DATA:
Average net assets of
  common shareholders (in thousands)                                                  $   206,466                $    47,282
Portfolio turnover                                                                             --                         27%
Net assets of common shareholders,
  end of period (in thousands)                                                        $   359,236                $   100,991
Asset coverage per share of preferred stock,
  end of period (in thousands)                                                        $       176                         --
</TABLE>

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

*    Commencement of investment operations.

**   Restated to conform to 1996 presentation.

(a)  1996 is calculated based on average shares.

(b)  Total investment return is calculated assuming a purchase of a common 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  income to total investor  capital
     commitments  of  $560,267,692  is 0.90% and 12.22%,  respectively,  for the
     period ended  December 31, 1996.  The ratio of expenses and net  investment
     income  to  total  investor  capital  commitments  of  $560,267,692  on  an
     annualized  basis is 0.90% and  (1.11)%,  respectively,  for the year ended
     December 31, 1995.

     Contained above is the audited  operating  performance  based on an average
     common 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 Asset Investors 
Notes to Financial Statements
- --------------------------------------------------------------------------------

Note 1. Organization and Accounting Policies

Background:   BlackRock   Asset   Investors   ("BAI"  or  the   "Trust")   is  a
non-diversified  closed-end  investment company organized as a Delaware business
trust  registered  under the Investment  Company Act of 1940. The Declaration of
Trust  permits the Trustees to create a limited  number of series (or  "Funds"),
each of which  issues a separate  class of shares.  As of December  31, 1996 the
Trustees have  established  BlackRock Fund Investors I, BlackRock Fund Investors
II, and BlackRock  Fund Investors III. The Trust was formed on December 21, 1994
and had no  operations  through  March 29,  1995  other  than  those  related to
organizational matters and the sale and issuance of 274.108 shares of beneficial
interest to BlackRock  Fund  Investors  III. The Trust will seek to achieve high
total  returns  primarily  from  its  investments  in  subordinated   commercial
mortgage-backed   securities  and  other  investment  securities  and  from  its
investment  in  its  wholly-owned  affiliate,  BlackRock  Capital  Finance  L.P.
("BCF"),  and other  mortgage  affiliates,  which will engage  primarily  in the
business of acquiring,  pooling and repackaging  performing  commercial mortgage
loans as commercial mortgage-backed securities for distribution to the Trust and
its strategic coinvestors (Note 3) and for sale in capital markets. In addition,
BCF will acquire and work out  distressed  commercial and  residential  mortgage
loans.  BCF is a  Delaware  limited  partnership,  with  BAI as the 99%  General
Partner,  and Asset Investors Inc. ("AII") as the 1% Limited  Partner.  BAI owns
100% of the outstanding shares of AII.

     The Trust and BCF invest in debt  securities  and the ability of issuers of
such debt securities held by the Trust and BCF to meet their  obligations may be
affected by economic developments in a specific industry or region. No assurance
can be given that the Trust's investment objective will be achieved.

     The following is a summary of significant  accounting  policies followed by
the Trust.

Investment  Valuation:  In valuing the  Trust's  assets,  quotations  of foreign
securities in a foreign currency are converted to U.S. dollar equivalents at the
then current  currency value.  The Trust values  mortgage-backed  and other debt
securities  on the basis of current  market  quotations  provided  by dealers or
pricing services  approved by the Trust's Board of Trustees.  In determining the
value of a particular  security,  pricing  services may use certain  information
with respect to transactions in such securities, quotations from dealers, market
transactions in comparable  securities,  various  relationships  observed in the
market  between  securities,  and  calculated  yield measures based on valuation
technology commonly employed in the market for such securities.  Exchange-traded
options are valued at their last sales price as of the close of options  trading
on the applicable  exchanges.  In the absence of a last sale, options are valued
at the average of the quoted bid and asked prices as of the close of business. A
futures  contract  is  valued  at the last  sale  price  as of the  close of the
commodities  exchange on which it trades,  unless the Trust's Board of Directors
determines  that such price does not reflect  its fair  value,  in which case it
will be  valued  at its  fair  value  as  determined  by the  Trust's  Board  of
Directors.

     The Trust's  investment in BCF is valued based on the equity of such entity
which entity  reports on a fair value basis (see Note 4). BCF generally  invests
in mortgage loans acquired as distressed or nonperforming loans which are valued
at cost from the date of  acquisition  to the date on which a significant  event
occurs, such as revaluation of the collateral,  resolution of legal impediments,
bankruptcy  of the borrower or  restructuring  of the loan.  When a  significant
event  affecting  valuation  occurs,  the mortgage loan shall be revalued on the
basis of such


<PAGE>


event and, if  possible,  shall  thereafter,  be valued on an  analytical  basis
rather than at cost basis.

     Any securities or other assets, held by the Trust, for which current market
quotations  are not readily  available are valued at fair value as determined in
good faith under the Valuation  Policy and  Guidelines  established by and under
the general supervision and responsibility of the Trust's Valuation Committee.

     Short-term  securities  which  mature  in more  than 60 days are  valued at
current market quotations. Short-term securities which mature in 60 days or less
are valued at amortized  cost,  if their term to maturity  from date of purchase
was 60 days or less,  or by  amortizing  their  value  on the 61st day  prior to
maturity,  if their original term to maturity from date of purchase  exceeded 60
days.

     In  connection  with  transactions  in repurchase  agreements,  the Trust's
custodian takes possession of the underlying collateral securities, the value of
which at least  equals  the  principal  amount  of the  repurchase  transaction,
including  accrued  interest.  To the  extent  that any  repurchase  transaction
exceeds one business  day, the value of the  collateral is marked to market on a
daily basis to ensure the adequacy of the collateral. If the seller defaults and
the value of the collateral declines or if bankruptcy  proceedings are commenced
with respect to the seller of the security, realization of the collateral by the
Trust may be delayed or limited.

Option  Selling/Purchasing:  When the Trust  sells or  purchases  an option,  an
amount  equal to the  premium  received  or paid by the Trust is  recorded  as a
liability or an asset and is  subsequently  adjusted to the current market value
of the option  written or purchased.  Premiums  received or paid from writing or
purchasing  options  which  expire  unexercised  are treated by the Trust on the
expiration date as realized gains or losses.  The difference between the premium
and the  amount  paid or  received  on  effecting  a  closing  purchase  or sale
transaction, including brokerage commissions, is also treated as a realized gain
or loss. If an option is exercised, the premium paid or received is added to the
proceeds from the sale or cost of the purchase in determining  whether the Trust
has  realized  a gain or a loss on  investment  transactions.  As  writer  of an
option, the Trust may have no control over whether the underlying securities may
be sold (call) or  purchased  (put) and as a result  bears the market risk of an
unfavorable change in the price of the security underlying the written option.

     Option  selling and  purchasing is used by the Trust to  effectively  hedge
positions.  In general, the Trust uses options to hedge a long or short position
or an overall  portfolio.  A call option  gives the  purchaser of the option the
right (but not the  obligation)  to buy, and  obligates the seller to sell (when
the option is exercised),  the underlying position at any time or at a specified
time during the option period.  A put option gives the holder the right to sell,
and obligates the writer to buy, the  underlying  position at the exercise price
at any time or at a specified time during the option period.  Put options can be
purchased to  effectively  hedge a long  position or a portfolio  against  price
declines.  In the same  sense,  call  options  can be  purchased  to hedge short
positions or a portfolio  against  price  declines.  The Trust can also sell (or
write) covered call options and put options to hedge portfolio positions.

     The main risk that is associated with purchasing options is that the option
expires without being exercised.  In this case, the option expires worthless and
the premium paid for the option is considered the loss. The risk associated with
writing call options is that the Trust may forego the  opportunity  for a profit
if the  market  value of the  underlying  position  increases  and the option is
exercised. The risk in writing put options is that Trust may incur a loss if the
market value of the underlying  position  decreases and the option is exercised.
In addition,  the Trust risks not being able to enter into a closing transaction
for the written option as the result of an illiquid market.

Financial  Futures  Contracts:  A financial  futures  contract  is an  agreement
between two parties to buy or sell a financial  instrument  for a set price on a
future  date.  Initial  margin  deposits  are made upon  entering  into  futures
contracts and can be either cash or securities.


<PAGE>


During the period that the futures contract is open, changes in the value of the
contract are recognized as unrealized gains or losses by  "marking-to-market" on
a daily  basis to reflect  the market  value of the  contract at the end of each
day's trading.  Variation  margin payments are made or received,  depending upon
whether  unrealized  gains or losses are incurred.  When the contract is closed,
the Trust  records a realized gain or loss equal to the  difference  between the
proceeds from (or cost of) the closing  transaction and the Trust's basis in the
contract.

     The Trust may  invest in  financial  futures  contracts  primarily  for the
purpose of hedging its existing  portfolio  securities,  or securities the Trust
intends  to  purchase,  against  fluctuations  in value  caused  by  changes  in
prevailing  market interest rates,  or for risk  management,  or other portfolio
management  purposes.  The use of  futures  transactions  involves  the  risk of
imperfect  correlation in movements in the price of futures contracts,  interest
rates  and  the  underlying  hedged  assets.  The  Trust  may  not  achieve  the
anticipated  benefits of the financial futures contracts and may realize a loss.
The Trust is also at risk of not being able to enter into a closing  transaction
for the futures contract because of an illiquid secondary market.

Forward Currency  Contracts:  The Trust enters into forward  currency  contracts
primarily to hedge foreign  currency risk. A forward contract is a commitment to
purchase or sell a foreign  currency at a future  date at a  negotiated  forward
rate. Risks may arise as a result of the potential inability of the counterparts
to meet the terms of their contract.

     Forward  currency  contracts,  when used by the  Trust,  help to manage the
overall exposure to the foreign currency backing many of the investments held by
the Trust.  Forward currency contracts are not meant to be used to eliminate all
of the  exposure to foreign  currency,  rather they allow the Trust to limit its
exposure to foreign currency.

     Details of open forward currency sell contracts at December 31, 1996 are as
follows:

<TABLE>
<CAPTION>
                                                Value at              Value at           Unrealized
   Settlement            Contract              Settlement           December 31,        Appreciation/
      Date             to sell (000)              Date                  1996            (Depreciation)
- --------------       --------------           --------------       --------------       --------------
<S>                     <C>                   <C>                   <C>               <C>         
  Dec. 23, 1997          C$  6,500            $   4,841,713         $   4,839,655       $      2,058
  Dec. 13, 1999         GBP 78,622            $ 121,000,000         $ 129,019,493       $ (8,019,493)
                                              -------------         -------------       ------------ 
                                              $ 125,841,713         $ 133,859,148       $ (8,017,435)
                                              =============         =============       ============ 
</TABLE>

Foreign Currency Translation:  The books and records of the Trust are maintained
in U.S.  dollars.  Foreign  currency amounts are translated into U.S. dollars on
the following basis:

     (I) market value of investment  securities,  assets and  liabilities at the
     current rate of exchange; and

     (II) purchases and sales of Investment  securities,  income and expenses at
     the relevant rates of exchange  prevailing on the respective  dates of such
     transactions

     The  Trust  isolates  that  portion  of  gains  and  losses  on  investment
securities which is due to changes in the foreign exchange rates from that which
is due to changes in market prices of such securities.

     The  Trust  reports  certain  foreign  currency  related   transactions  as
components of realized and unrealized  gains for financial  reporting  purposes,
whereas such  components  are treated as ordinary  income for federal income tax
purposes.

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 the Trust amortizes premium or accretes discount on securities
purchased  using the interest  method.  Net  investment  income and loss and net
realized  gain and loss  realized by BCF are recorded on a flow through basis by
the Trust.


<PAGE>


Taxes: It is the Trust's  intention to continue 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 for the Trust. A provision
for estimated income taxes of $300,000 has been made for AII.

Dividends and  Distributions:  The Trust declares and  distributes  dividends at
least annually first from net investment income,  then from realized  short-term
capital gains and other sources,  and lastly from 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.

Investment  Advisory,  Administration and Other Expenses:  Investment  advisory,
administration and other expenses are recorded on the accrual basis. Performance
fees, if any, are determined and recorded annually.

Deferred  Organization  Expenses: A total of $187,500 was incurred in connection
with the organization of the Trust. These costs have been deferred and are being
amortized  ratably over a period of 60 months from the date the Trust  commenced
investment operations.

Reclassification  of  Capital  Accounts:  The  Trust  accounts  for and  reports
distributions  to  shareholders  in  accordance  with the American  Institute of
Certified  Public  Accountants'  Statement  of  Position  93-2:   Determination,
Disclosure,  and Financial  Statement  Presentation of Income,  Capital Gain and
Return of Capital  Distributions  by Investment  Companies.  The Trust increased
accumulated  net investment  income by $261,066 and decreased paid in capital in
excess of par by $261,066 as the result of a net operating  loss in 1995 that is
not deductible for tax purposes.  Differences between financial statement income
and gains and  taxable  amounts  generally  arise due to  different  methods  of
accounting for the basis of real estate owned upon  foreclosure,  recognition of
market  discount,  cash vs.  accrual  reporting  and timing  differences  in the
recognition of gains and losses on foreign currency contracts, futures contracts
and options.

Note 2. Agreements

     The Trust has an Investment  Advisory  Agreement with  BlackRock  Financial
Management,  Inc. (the  "Advisor")  which  provides  that during the  Commitment
Period the Trust will pay to the Advisor for its services a semi-annual  fee, in
arrears, in an amount equal to .75% of the aggregate Capital Commitments,  on an
annualized  basis.  Subsequent to the Commitment  Period,  the  semi-annual  fee
payable  in arrears to the  Advisor is reduced to .50% of the  weighted  average
capital invested during the relevant period on an annualized  basis. In addition
to its  management  fee,  the  Trust  will pay to the  Advisor  as of the  first
anniversary of the commencement of the Trust's  operations,  as of each December
31 thereafter and as of the Trust's  termination  date a performance fee payable
only if certain  criteria,  as  described  in the  Trust's  Investment  Advisory
Agreement, are met.

      On  December  6,  1996,  the  Board of  Directors  approved  an  amendment
(approved  retroactive to January 1, 1996) to the Investment  Advisory Agreement
which  provided  that  during  the  Commitment  Period the Trust will pay to the
Advisor for its services a  semi-annual  fee, in arrears,  in an amount equal to
..375% of the  aggregate  Capital  Commitments  on an  annualized  basis and that
subsequent to the Commitment  Period,  the semi-annual fee payable in arrears to
the Advisor is reduced to .25% of the weighted  average capital  invested during
the  relevant  period on an  annualized  basis and the  performance  fee will be
allocated between


<PAGE>


BCF and the Trust as determined  by the Trust.  On December 6, 1996 BAI approved
an Investment  Advisor Agreement with the Advisor which provides that during the
Commitment  Period BCF will pay to the  Advisor for its  services a  semi-annual
fee,  in  arrears,  in an  amount  equal  to  .375%  of  the  aggregate  Capital
Commitments,  an annualized basis and that subsequent to the Commitment  Period,
the  semi-annual fee payable in arrears to the Advisor is reduced to .25% of the
weighted  average  capital  invested during the relevant period on an annualized
basis  and  the  performance  fee  will  be  allocated  between  BCF  and BAI as
determined by BAI. For the year ended  December 31, 1996,  BAI allocated 100% of
the  performance  fee of $3,314,000  to BCF. The  cumulative  net  distributions
attributable  to cumulative  net  investment  income and cumulative net realized
gains as of December 31, 1996 is $66,279,985.

     The Trust has also  entered  into an  Administration  Agreement  with State
Street Bank and Trust Company ("State  Street") which provides that State Street
will  receive an annual fee equal to .08% of Trust's  average net asset value up
to $225 million,  .06% of the next $225 million and .04%  thereafter.  Effective
May 1, 1996 the  Administration  Agreement  was  amended to  provide  that State
Street  will  receive an annual fee equal to .06% of Trust's  average  net asset
value up to $225  million,  .04% of the next $225  million and .02%  thereafter,
subject to certain minimum requirements.

     Pursuant to the agreements,  the Advisor provides continuous supervision of
the investment portfolio and pays the compensation of officers of the Trust, who
are affiliated  persons of the Advisor.  State Street pays occupancy and certain
clerical and accounting  costs of the Trust. The Trust bears all other costs and
expenses.

     Certain  trustees  of the  Trust  and the  Funds,  who  are not  interested
parties,  are paid a fee, which is split ratably between BAI and the Funds,  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. Strategic Coinvestor

     Neither the Trust nor BCF will be  permitted to acquire any  commercial  or
residential  mortgage asset unless a strategic  coinvestor in the relevant asset
class coinvests in such asset. Accordingly, the Trust and BCF will be prohibited
from  investing in any asset with respect to which its strategic  partner in the
relevant  asset class has  declined to  coinvest,  unless the Trust and BCF have
received  the  approval  of a majority  of the BAI  Trustees  and all of the BAI
Investor  Trustees  with  respect to the  identity of and  arrangements  with an
alternative strategic coinvestor with respect to such asset. In addition, if the
coinvestment  agreement  with a strategic  coinvestor  is  terminated,  prior to
acquiring any additional  assets in the relevant asset class,  the Trust and BCF
will be required to obtain the  approval of a majority of the BAI  Trustees  and
all  of  the  BAI  Investor  Trustees  with  respect  to  the  identity  of  and
arrangements with an alternative strategic coinvestor.  Any strategic coinvestor
must,  with respect to the relevant asset class,  (i) possess the requisite real
estate and servicing  capabilities,  (ii) commit  professional  resources to its
efforts  with the Trust  and BCF,  including  loan  underwriting,  work-out  and
servicing,  and (iii) agree to make coinvestments of at least 10% with the Trust
or BCF,  pursuant to the terms of a  coinvestment  agreement with such strategic
coinvestor,  and agree to provide requested  servicing functions with respect to
the related assets.  All coinvestments will be concurrently with and on the same
terms as the Trust and BCF.

     BlackRock  Financial  Management,  Inc. ("BFM"),  the investment advisor of
BAI, sold its minority  interest in Brazos Advisors,  L.L.C.  ("Brazos") at cost
during  the year ended  December  31,  1996.  Brazos is an  affiliate  of Brazos
GenPar, Inc. which is a strategic coinvestor formed for the purpose of providing
primary, master and special servicing with respect to commercial and multifamily
mortgage loans and related real estate properties.


<PAGE>


Note 4. Investments

     Purchases  and proceeds  from sales of  investment  securities,  other than
short-term  investments,  for  the  year  ended  December  31,  1996  aggregated
$213,476,984  and  $0,  respectively.  The  federal  income  tax  basis  of  the
investments  at December  31, 1996 was  substantially  the same as the basis for
financial reporting.

     The Trust may invest  without  limit in  securities  which are not  readily
marketable,  including  those  which  are  restricted  as to  disposition  under
securities law. At December 31, 1996 the Trust's direct and indirect  investment
in BCF of $267,356,392 is illiquid.

     BCF's summary financial information as of December 31,1996 and for the year
then ended is as follows:

ASSETS:
Performing and distressed real estate
  and related assets                                                $239,218,630
Cash, deposits and other real estate
  related assets                                                      60,254,071
Other assets                                                           2,391,819
                                                                    ------------
  Total assets                                                       301,864,520
LIABILITIES:
Accounts payable and accrued expenses                                 34,508,128
                                                                    ------------

PARTNERS' CAPITAL                                                   $267,356,392
                                                                    ============

REVENUE:
Net investment income                                               $ 80,939,744
EXPENSES:
Expenses                                                              11,494,073
                                                                    ------------

NET INVESTMENT INCOME                                                 69,445,671

NET REALIZED GAIN                                                      2,506,340
NET CHANGE IN UNREALIZED GAIN                                          1,188,393
                                                                    ------------

NET INCREASE IN NET ASSETS
FROM OPERATIONS                                                     $ 73,140,404
                                                                    ============

Note 5. Line of Credit

     The  Trust  has  available  an  unsecured  line of  credit  agreement  with
NationsBank  N.A.  under which funds may be borrowed at either the prime rate or
the one-month  Eurodollar  rate plus 1 3/8%.  The average daily loan balance was
$6,214,481,  at a weighted  average  interest  rate of 7.41 %. The maximum  loan
outstanding during the year ended December 31, 1996 was $57,500,000. The balance
outstanding at December 31, 1996 was $29,000,000.

     A line of credit was also available to the Trust, which funds were borrowed
at the London InterBank Offer Rate (LIBOR) + 175 basis points. The average daily
loan balance was $5,464,481,  at a weighted  average interest rate of 5.72%. The
maximum  loan   outstanding   during  the  year  ended  December  31,  1996  was
$40,000,000. No loan was outstanding as of December 31, 1996. The line of credit
has been terminated.


<PAGE>


Note 6. Notes

     The Trust has issued notes in the aggregate principal amount of $202,500 to
the Funds. The Notes pay 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 Trust.

     During the year ended  December 31, 1996,  $10,000  principal was redeemed,
leaving an aggregate principal amount of $192,500.

Note 7. Capital

     The Trust has obtained  capital  commitments  from the Funds in the form of
subscription  agreements to engage in the real estate debt investment activities
described herein. When notified by the Trust, in accordance with the Declaration
of Trust, the Funds shall make capital  contributions as are required to satisfy
their outstanding capital commitments. The Trust must give fourteen days advance
notice before  contributions are due. As of December 31, 1996, the total capital
commitments  from the  Funds was  $560,267,692  of which  $407,414,890  had been
called and received. In addition,  $42,277,782  representing capital returned to
shareholder is available for subsequent capital calls.

     There are 200 million shares of $.01 par value common stock authorized. The
Trust may classify or reclassify any unissued shares of common stock into one or
more series of preferred stock. On December 26, 1996 the Trust  reclassified and
issued 2,040 shares of preferred  stock.  The preferred  stock has a liquidation
value of $500 per share plus any accumulated but unpaid dividends. Dividends are
cumulative  and are paid annually on November 30 of each year at a rate which is
equal to the treasury bill rate as of the preceding December 1 plus 2.5%.

     The Trust may not declare  dividends or make other  distributions on shares
of common stock or purchase any such shares if, at the time of the  declaration,
distribution,  or  purchase,  asset  coverage  with  respect to the  outstanding
Preferred Stock would be less than 200%.

     The Preferred  Stock is redeemable at the option of the Trust,  in whole or
in part,  at any  time,  for $500 per  share  plus  any  accumulated  or  unpaid
dividends whether or not declared.

     The holders of  Preferred  Stock have voting  rights equal to the holder of
common stock (one vote per share) and will vote  together with holders of shares
of common stock as a single class. However,  holders of Preferred Stock are also
entitled to elect two of the Trust's  directors.  In  addition,  the  Investment
Company Act of 1940  requires  that,  along with approval by  stockholders  that
might  otherwise be  required,  the approval of the holders of a majority of any
outstanding  preferred shares, voting separately as a class would be required to
(a) adopt any plan of  reorganization  that would adversely affect the preferred
shares, and (b) take any action requiring a vote of security holders, including,
among other  things,  changes in the Trust's  subclassification  as a closed-end
investment company or changes in its fundamental investment restrictions.

Note 8. Subsequent Events

     On January 7, 1997 and February 3, 1997, the Trust made additional  capital
calls of $50,000,000 and $93,000,000, respectively, which settled on January 21,
1997 and February 18, 1997,  respectively.  Approximately  $121,000,000 of which
was contributed to BCF to fund the purchase of five additional investments,  two
of which consist  primarily of single family mortgage loans,  and three of which
consist primarily of multi-family and commercial mortgage loans.


<PAGE>


                            BLACKROCK ASSET INVESTORS
                         REPORT OF INDEPENDENT AUDITORS


The Shareholders and Board of Trustees 
of BlackRock Asset Investors:


We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
BlackRock Asset Investors as of December 31, 1996 and the related  statements of
operations  and cash flows for the year then ended and the  statement of changes
in net  assets  and  financial  highlights  for the year then  ended and for the
period March 29, 1995  (commencement  of investment  operations) to December 31,
1995.  These  financial   statements  are  the  responsibility  of  the  Trust's
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.  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 Asset Investors as of December 31,
1996,  and the  results of its  operations  and its cash flows for the year then
ended,  and the changes in its net assets and the financial  highlights  for the
year then ended and for the period March 29, 1995  (commencement  of  investment
operations)  to  December  31,  1995,  in  conformity  with  generally  accepted
accounting principles.

As explained in Note 1, the financial  statements include  investments valued at
$397,297,322 (110.3% 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.


/s/ Deloitte & Touche LLP


New York, New York
February 20, 1997


<PAGE>


BlackRock Asset Investors
Additional Tax Information
- --------------------------------------------------------------------------------

     We wish to  advise  you as to the  federal  tax  status  of  dividends  and
distributions paid by the Trust during its fiscal year ended December 31, 1996.

     During  the  fiscal  year  ended  December  31,  1996,  55.91% of the total
distributions paid by the Trust is taxable as ordinary income,  6.61% is taxable
as long-term  capital gain and 37.48% is a  non-taxable  return of capital.  For
federal  income tax purposes,  the  aggregate of any  dividends  and  short-term
capital  gains  distributions  you received are  reportable in your 1996 federal
income tax return as ordinary  income.  Further,  we wish to advise you that the
income dividends do not qualify for the dividends received deduction.


<PAGE>


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

Officers
Ralph L. Schlosstein, President
Wesley R. Edens, Chief Operating Officer
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 LLP
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 Asset Investors
Two Heritage Drive
North Quincy, MA 02171



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