UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES
I GENERAL IDENTIFYING INFORMATION
1. Reason fund applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[ ] MERGER
[X] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION (Note: Abandonments of
Registration answer only questions 1 through 15,24 and 25 of
this form and complete verification at the end of the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end
of the form.)
2. Name of fund: BLACKROCK FUND INVESTORS III
3. Securities and Exchange Commission File No.: 811-08988
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
345 PARK AVENUE
NEW YORK, NY 10154
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
RICHARD T. PRINS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 735-2790
7. Name, address and telephone number of individual or entity
responsible for maintenance and preservation of fund records in
accordance with rules 31a-1 and 31a-2 under the Act [ 17CFR
270.31a-1,.31a-2]:
STATE STREET BANK & TRUST COMPANY
ONE HERITAGE DRIVE
NORTH QUINCY, MA 02171
NOTE: Once deregistered, a fund is still required to maintain and
preserve the record described in rules 31a-1 and 31a-2 for the
periods specified in those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [X] Closed-end
10. State law under which the fund was organized or formed (e.g.,
Delaware, Massachusetts):
STATE OF DELAWARE
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
BLACKROCK FINANCIAL MANAGEMENT, INC.
345 PARK AVENUE
NEW YORK, NY 10154
12. Provide the name and address of each principal underwriter of the
fund during the last five years, even if the fund's contracts with
those underwriters have been terminated:
PROVIDENT ADVISORS INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
13. If the fund is a unit investment trust ("UIT") provide: NOT APPLICABLE
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes No [X]
If Yes, for each UIT state:
Name(s):
File No.: 811-_____
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
THE BOARD OF TRUSTEES OF THE FUND APPROVED THE PLAN OF
LIQUIDATION FOR THE FUND ON SEPTEMBER 18, 1997.
If No, explain:
(b) Did the fund obtain approval from the shareholders
concerning the decision to engage in a Merger, Liquidation
or Abandonment or Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took
place:
THE FUND'S SHAREHOLDERS APPROVED THE PLAN OF LIQUIDATION
FOR THE FUND ON OCTOBER 3, 1997.
If No, explain:
II DISTRIBUTION TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions: THE FUND MADE DISTRIBUTIONS TO ITS SHAREHOLDERS
ON THE FOLLOWING DATES: OCTOBER 24, 1997, DECEMBER 24, 1997,
DECEMBER 31, 1997, APRIL 13, 1998, JUNE 30, 1998, OCTOBER 5,
1998, DECEMBER 31, 1998, MARCH 5, 1999, MAY 3, 1999 WITH THE
FINAL DISTRIBUTION MADE ON SEPTEMBER 27, 1999.
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on the share of
ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distribution
to shareholders. For Mergers, provide the exchange ratio(s)
used and explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[X] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
THE ONLY DISTRIBUTION IN KIND WAS THE DISTRIBUTION ON SEPTEMBER
27, 1999 OF INTERESTS IN A LIQUIDATING LIMITED LIABILITY
COMPANY. THE DISTRIBUTION WAS REQUIRED IN ORDER TO COMPLY WITH
FEDERAL INCOME TAX REGULATIONS WHICH REQUIRE THAT A LIQUIDATION
MUST BE COMPLETE WITHIN TWO YEARS. THE FUND, AS A SHAREHOLDER
OF BLACKROCK ASSET INVESTORS, A REGISTERED CLOSED-END FUND
WHICH IS ALSO IN THE PROCESS OF LIQUIDATING AND DEREGISTERING
(SEC FILE NO. 811-0898), RECEIVED A DISTRIBUTION
IN KIND OF THE LIMITED LIABILITY COMPANY INTERESTS AND THE
FUND, IN TURN, DISTRIBUTED THE INTERESTS IN THE LIMITED
LIABILITY COMPANY TO ITS SHAREHOLDERS ON A PRO RATA BASIS.
17. Closed-end funds only: Has the fund issued senior securities?
[X] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders: THE FUND
ISSUED NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF $107,500. THE NOTES
PAY INTEREST AT A PER ANNUM RATE OF 2.50% OVER THE YIELD OF THE
ONE-YEAR CONSTANT MATURITY TREASURY. THE NOTES WERE REDEEMED ON
SEPTEMBER 10, 1999.
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[X] Yes No []
If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes No [X]
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[ ] Yes No [X]
If Yes,
(a) Describe the type and amount of each asset retained by the fund
as of the date this form was filed?
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes No [X]
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay those outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal Expenses: $10,000
(ii) Accounting expenses:
(iii) Other expenses (list and identify separately):
TAX CONSULTING: $2,500
(iv) Total expenses (sum of lines(i)-(iii) above): $12,500
(b) How were those expenses allocated? NOT APPLICABLE IN A LIQUIDATION
(c) Who paid those expenses? THE FUND
(d) How did the fund pay for unamortized expenses (if any)? NOT
APPLICABLE
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes No [X]
If Yes, cite the release numbers of the Commission's notice and
order, or if no notice or order has been issued, the file number and
date the application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes No [X]
If Yes, describe the nature of any ligation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes No [X]
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY - Not applicable
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund
surviving the Merger: 811-_____
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
(d) If the merger or reorganization agreement has NOT been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
<PAGE>
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act
of 1940 on behalf of BLACKROCK FUND INVESTORS III, (ii) he or she is the
TREASURER of BLACKROCK ASSET INVESTORS III, and (iii) all actions by
shareholders, directors, and any other body necessary to authorize the
undersigned to execute and file this Form N8-F application have been taken.
The undersigned also state that the facts set forth in this Form N-8F
application are true to the best of his or her knowledge, information and
belief.
(Signature)
/s/ Henry Gabbay
________________________
