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<SEC-DOCUMENT>0000950172-01-500709.txt : 20010822
<SEC-HEADER>0000950172-01-500709.hdr.sgml : 20010822
ACCESSION NUMBER:		0000950172-01-500709
CONFORMED SUBMISSION TYPE:	N-2
PUBLIC DOCUMENT COUNT:		9
FILED AS OF DATE:		20010821

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0001137391
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-67994
		FILM NUMBER:		1719746

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		2127545567

	MAIL ADDRESS:	
		STREET 1:		345 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0001137391
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-10331
		FILM NUMBER:		1719747

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		2127545567

	MAIL ADDRESS:	
		STREET 1:		345 PARK AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>s339824.txt
<DESCRIPTION>N-2
<TEXT>
  As filed with the Securities and Exchange Commission on August 20, 2001

                                  Securities Act Registration No. 333-
                                  Investment Company Registration No. 811-10331

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM N-2

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  |X|
                      Pre-Effective Amendment No.                |_|
                      Post-Effective Amendment No.               |_|
                                   and/or
                        REGISTRATION STATEMENT UNDER
                   THE INVESTMENT COMPANY ACT OF 1940            |X|
                            AMENDMENT NO. 5                      |X|


                BlackRock California Municipal Income Trust
      (Exact Name of Registrant as Specified In Declaration of Trust)

                            100 Bellevue Parkway
                         Wilmington, Delaware 19809
                  (Address of Principal Executive Offices)

                               (888) 825-2257
            (Registrant's Telephone Number, including Area Code)

                      Ralph L. Schlosstein, President
                BlackRock California Municipal Income Trust
                              345 Park Avenue
                          New York, New York 10154
                  (Name and Address of Agent for Service)


                                 Copies to:

        Michael K. Hoffman, Esq.                   Cynthia G. Cobden, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP          Simpson Thacher & Bartlett
           Four Times Square                         425 Lexington Avenue
        New York, New York 10036                   New York, New York 10017


         Approximate Date of Proposed Public Offering: As soon as
practicable after the effective date of this Registration Statement.


      CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933


                                   Proposed        Proposed
                      Amount       Maximum         Maximum          Amount of
Title of Securities   Being     Offering Price Aggregate Offering  Registration
Being Registered    Registered     per Unit        Price(1)            Fee
- -------------------------------------------------------------------------------
Preferred Shares,       40         $25,000         1,000,000            $250
$.001 par value.
===============================================================================

(1)     Estimated solely for the purpose of calculating the registration fee.

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such dates as the Commission, acting
pursuant to said Section 8(a), may determine.



                BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST

                           CROSS REFERENCE SHEET

                            Part A -- Prospectus


           Items in Part A of Form N-2                 Location in Prospectus
           ---------------------------                 ----------------------
Item 1.  Outside Front Cover.......................... Cover page
Item 2.  Inside Front and Outside Back Cover Page..... Cover page
Item 3.  Fee Table and Synopsis....................... Prospectus Summary
Item 4.  Financial Highlights......................... Financial Highlights
                                                       (unaudited)
Item 5.  Plan of Distribution......................... Cover Page; Prospectus
                                                       Summary; Underwriting
Item 6.  Selling Shareholders......................... Not Applicable
Item 7.  Use of Proceeds.............................. Use of Proceeds; The
                                                       Trust's  Investments
Item 8.  General Description of the Registrant........ The Trust; The Trust's
                                                       Investments; Risks;
                                                       Description of Preferred
                                                       Shares; Certain
                                                       Provisions in the
                                                       Agreement and
                                                       Declaration of Trust
Item 9.  Management................................... Management of the Trust;
                                                       Custodian and Transfer
                                                       Agent; Auction Agent
Item 10. Capital Stock, Long-Term Debt, and Other
         Securities................................... Description of Preferred
                                                       Shares; Description of
                                                       Common Shares; Certain
                                                       Provisions in the
                                                       Agreement and
                                                       Declaration of Trust;
                                                       Tax Matters
Item 11. Defaults and Arrears on Senior Securities.... Not Applicable
Item 12. Legal Proceedings............................ Legal Opinions
Item 13. Table of Contents of the Statement of
         Additional Information....................... Table of Contents for
                                                       the Statement of
                                                       Additional Information



              Part B -- Statement of Additional Information


Item 14.    Cover Page................................ Cover Page
Item 15.    Table of Contents......................... Cover Page
Item 16.    General Information and History........... Not Applicable
Item 17.    Investment Objective and Policies......... Investment Objective
                                                       and Policies; Investment
                                                       Policies and Techniques;
                                                       other Investment
                                                       Policies and Techniques;
                                                       Portfolio Transactions
Item 18.    Management................................ Management of the Trust;
                                                       Portfolio Transactions
                                                       and Brokerage
Item 19.    Control Persons and Principal Holders of
            Securities................................ Management of the Trust
Item 20.    Investment Advisory and Other Services.... Management of the Trust;
                                                       Experts
Item 21.    Brokerage Allocation and Other Practices.. Portfolio Transactions
                                                       and Brokerage
Item 22.    Tax Status................................ Tax Matters
Item 23.    Financial Statements...................... Report of Independent
                                                       Auditors; Financial
                                                       Highlights (unaudited)



                        Part C -- Other Information

Items 24-33 have been answered in Part C of this Registration Statement



The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.

        SUBJECT TO COMPLETION, DATED AUGUST 20, 2001 PROSPECTUS LOGO

                                     $
                BlackRock California Municipal Income Trust
             Municipal Auction Rate Cumulative Preferred Shares
                            ("Preferred Shares")
                               Shares, Series
                               Shares, Series
                  Liquidation Preference $25,000 per share
                             ------------------

         Investment Objective. BlackRock California Municipal Income Trust
(the "Trust") is a recently organized, non- diversified, closed-end
management investment company. The Trust's investment objective is to
provide current income exempt from regular Federal income tax and
California income taxes.

         Portfolio Contents. The Trust will invest primarily in municipal
bonds that pay interest that is exempt from regular Federal income tax and
California income taxes. The Trust will invest in municipal bonds that, in
the opinion of the Trust's investment advisor and sub-advisor, are
underrated or undervalued. Under normal market conditions, the Trust
expects to be fully invested in these tax-exempt municipal bonds. The Trust
will invest at least 80% of its total assets in municipal bonds that at the
time of investment are investment grade quality. Investment grade quality
bonds are bonds rated within the four highest grades (Baa or BBB or better
by Moody's Investors Service, Inc. ("Moody's"), Standard & Poors Ratings
Group ("S&P") or Fitch IBCA, Inc. ("Fitch")) or bonds that are unrated but
judged to be of comparable quality by the Trust's investment advisor and
sub-advisor. The Trust may invest up to 20% of its total assets in
municipal bonds that at the time of investment are rated Ba/BB or B by
Moody's, S&P or Fitch or bonds that are unrated but judged to be of
comparable quality by the Trust's investment advisor and sub- advisor.
Bonds of below investment grade quality are regarded as having
predominately speculative characteristics with respect to the issuer's
capacity to pay interest and repay principal, and are commonly referred to
as "junk bonds." The Trust intends to invest primarily in long-term bonds
and expects bonds in its portfolio to have a dollar weighted average
maturity of 15 years or more under current market conditions. The Trust
cannot ensure that it will achieve its investment objective.

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

         Investing in the Preferred Shares involves certain risks. See
"Risks" beginning on page . The minimum purchase amount of the Preferred
Shares is $25,000.

         Neither the Securities and Exchange Commission ("SEC") nor any
state securities commission has approved or disapproved these securities or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

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


                                      Per Share             Total
                                      ---------             -----
Public Offering Price                 $ 25,000        $
Sales Load                            $               $
Proceeds to Fund (before expenses)    $               $

         The underwriters are offering the Preferred Shares subject to
various conditions. The underwriters expect to deliver the Preferred Shares
to purchasers, in book-entry form, through the facilities of The Depository
Trust Company on or about , 2001.

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



              , 2001





         You should read the prospectus, which contains important
information about the Trust, before deciding whether to invest and retain
it for future reference. A Statement of Additional Information, dated ,
2001, containing additional information about the Trust, has been filed
with the Securities and Exchange Commission and is incorporated by
reference in its entirety into this prospectus. You may request a free copy
of the Statement of Additional Information, the table of contents of which
is on page of this prospectus, by calling (888) 825-2257 or by writing to
the Trust, or obtain a copy (and other information regarding the Trust)
from the Securities and Exchange Commission web site (http://www.sec.gov)

         The Preferred Shares do not represent a deposit or obligation of,
and are not guaranteed or endorsed by, any bank or other insured depository
institution, and are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other government agency.

         The Trust is offering shares of Series Municipal Auction Rate
Cumulative Preferred Shares and shares of Series Municipal Auction Rate
Cumulative Preferred Shares. The shares are referred to in this prospectus
as "Preferred Shares." The Preferred Shares have a liquidation preference
of $25,000 per share, plus any accumulated, unpaid dividends. The Preferred
Shares also have priority over the Trust's common shares as to distribution
of assets as described in this prospectus. It is a condition of closing
this offering that the Preferred Shares be offered with a rating of "Aaa"
from Moody's and "AAA" from S&P.

         The dividend rate for the initial dividend rate period will be %
for Series and % for Series . The initial rate period is from the date of
issuance through , 2001 for Series and , 2001 for Series . For subsequent
rate periods, Preferred Shares pay dividends based on a rate set at
auction, usually held weekly. Prospective purchasers should carefully
review the auction procedures described in this prospectus and should note:
(1) a buy order (called a "bid order") or sell order is a commitment to buy
or sell Preferred Shares based on the results of an auction; (2) auctions
will be conducted by telephone; and (3) purchases and sales will be settled
on the next business day after the auction.

         Preferred Shares are not listed on an exchange. You may only buy
or sell Preferred Shares through an order placed at an auction with or
through a broker-dealer that has entered into an agreement with the auction
agent and the Trust or in a secondary market maintained by certain
broker-dealers. These broker-dealers are not required to maintain this
market, and it may not provide you with liquidity.

         Dividends on Preferred Shares, to the extent payable from
tax-exempt income earned on the Trust's investments, will be exempt from
regular Federal income tax in the hands of owners of such shares. All or a
portion of the Trust's dividends may be subject to the Federal alternative
minimum tax. The Fund is required to allocate net capital gains and other
taxable income, if any, proportionately between common and preferred
shares, including the Preferred Shares, based on the percentage of total
dividends distributed to each class for that year. The Trust may at its
election give notice of the amount of any income subject to Federal income
tax to be included in a dividend on a Preferred Share in advance of the
related auction. If the Trust does not give such advance notice, it
generally will be required to pay additional amounts to holders of
Preferred Shares in order to adjust for their receipt of income subject to
Federal income tax.

         You should rely only on the information contained or incorporated
by reference in this prospectus. The Trust has not authorized anyone to
provide you with different information. The Trust is not making an offer of
these securities in any state where the offer is not permitted. You should
not assume that the information provided by this prospectus is accurate as
of any date other than the date on the front of this prospectus.

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

                             TABLE OF CONTENTS

                                                                           age

PROSPECTUS SUMMARY...........................................................4
FINANCIAL HIGHLIGHTS (Unaudited).............................................8
THE TRUST....................................................................9
USE OF PROCEEDS..............................................................9
CAPITALIZATION (Unaudited)..................................................10
PORTFOLIO COMPOSITION.......................................................10
THE TRUST'S INVESTMENTS.....................................................11
RISKS    ...................................................................13
MANAGEMENT OF THE TRUST.....................................................16
DESCRIPTION OF PREFERRED SHARES.............................................19
THE AUCTION.................................................................25
DESCRIPTION OF COMMON SHARES................................................29
CERTAIN PROVISIONS IN THE AGREEMENT AND DECLARATION OF TRUST................29
REPURCHASE OF COMMON SHARES.................................................30
TAX MATTERS.................................................................31
UNDERWRITING................................................................31
CUSTODIAN AND TRANSFER AGENT; AUCTION AGENT.................................32
LEGAL OPINIONS..............................................................32
AVAILABLE INFORMATION.......................................................33
TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION...............34

APPENDIX A - TAX EQUIVALENT YIELD TABLE....................................A-1

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

                      PRIVACY PRINCIPLES OF THE TRUST

         The Trust is committed to maintaining the privacy of its
shareholders and to safeguarding their non-public personal information. The
following information is provided to help you understand what personal
information the Trust collects, how the Trust protects that information and
why, in certain cases, the Trust may share information with select other
parties.

         Generally, the Trust does not receive any non-public personal
information relating to its shareholders, although certain non-public
personal information of its shareholders may become available to the Trust.
The Trust does not disclose any non-public personal information about its
shareholders or former shareholders to anyone, except as permitted by law
or as is necessary in order to service shareholder accounts (for example,
to a transfer agent or third party administrator).

         The Trust restricts access to non-public personal information
about its shareholders to employees of the Trust's investment advisor and
its affiliates with a legitimate business need for the information. The
Trust maintains physical, electronic and procedural safeguards designed to
protect the non-public personal information of its shareholders.

                             PROSPECTUS SUMMARY

         This is only a summary. This summary may not contain all of the
information that you should consider before investing in our Preferred
Shares. You should read the more detailed information contained in this
prospectus, the Statement of Additional Information and the Fund's
Statement of Preferences of Municipal Auction Rate Cumulative Preferred
Shares (the "Statement") attached as Appendix A to the Statement of
Additional Information. Capitalized terms used but not defined in this
prospectus shall have the meanings given to such terms in the Statement.


The Trust.............................. BlackRock California Municipal
                                        Income Trust is a recently
                                        organized, diversified, closed-end,
                                        management investment company.
                                        Throughout the prospectus, we refer
                                        to BlackRock California Municipal
                                        Income Trust simply as the "Trust"
                                        or as "we," "us" or "our." The
                                        Trust is designed to provide tax
                                        benefits to investors who are
                                        residents of California. See "The
                                        Trust." The Trust's common shares
                                        are traded on the New York Stock
                                        Exchange under the symbol "BFZ".
                                        See "Description of Common Shares."
                                        As of , 2001, the Trust had common
                                        shares outstanding and net assets
                                        of $ .

Investment Objective................... The Trust's investment objective is
                                        to provide current income exempt
                                        from regular Federal income tax and
                                        California income taxes.

Investment Policies.................... The Trust will invest primarily in
                                        municipal bonds that pay interest
                                        that is exempt from regular Federal
                                        income tax and California income
                                        taxes. The Trust will invest in
                                        municipal bonds that, in the
                                        opinion of BlackRock Advisors, Inc.
                                        ("BlackRock Advisors" or the
                                        "Advisor") and BlackRock Financial
                                        Management, Inc. ("BlackRock
                                        Financial Management" or the "Sub-
                                        Advisor") are underrated or
                                        undervalued. Underrated municipal
                                        bonds are those whose ratings do
                                        not, in the Advisor's or
                                        Sub-Advisor's opinion, reflect
                                        their true creditworthiness.
                                        Undervalued municipal bonds are
                                        bonds that, in the Advisor's or
                                        Sub-Advisor's opinion, are worth
                                        more than the value assigned to
                                        them in the marketplace. Under
                                        normal market conditions, the Trust
                                        expects to be fully invested in
                                        these tax-exempt municipal bonds.
                                        The Trust will invest at least 80%
                                        of its total assets in municipal
                                        bonds that at the time of
                                        investment are investment grade
                                        quality. Investment grade quality
                                        bonds are bonds rated within the
                                        four highest grades (Baa or BBB or
                                        better by Moody's, S&P or Fitch) or
                                        bonds that are unrated but judged
                                        to be of comparable quality by the
                                        Advisor and the Sub-Advisor. The
                                        Trust may invest up to 20% of its
                                        total assets in municipal bonds
                                        that at the time of investment are
                                        rated Ba/BB or B by Moody's, S&P or
                                        Fitch or bonds that are unrated but
                                        judged to be of comparable quality
                                        by the Advisor and the Sub-Advisor.
                                        Bonds of below investment grade
                                        quality are regarded as having
                                        predominately speculative
                                        characteristics with respect to the
                                        issuer's capacity to pay interest
                                        and repay principal, and are
                                        commonly referred to as "junk
                                        bonds." The Trust intends to invest
                                        primarily in long-term bonds and
                                        expects bonds in its portfolio to
                                        have a dollar weighted average
                                        maturity of 15 years or more under
                                        current market conditions. The
                                        Trust cannot ensure that it will
                                        achieve its investment objective.
                                        See "The Trust's Investments."

Investment Advisor..................... BlackRock Advisors will be the
                                        Trust's investment advisor and
                                        BlackRock Advisors' affiliate,
                                        BlackRock Financial Management,
                                        will provide certain day-to-day
                                        investment management services to
                                        the Trust. Throughout the
                                        prospectus, we sometimes refer to
                                        BlackRock Advisors and BlackRock
                                        Financial Management collectively
                                        as "BlackRock."

The Offering........................... The Trust is offering shares of
                                        Series Preferred Shares and shares
                                        of Series Preferred Shares, each at
                                        a purchase price of $25,000 per
                                        share. Preferred Shares are being
                                        offered by the underwriters listed
                                        under "Underwriting."

Risk Factors Summary................... Risk is inherent in all investing.
                                        Therefore, before investing in the
                                        Preferred Shares you should
                                        consider certain risks carefully.
                                        The primary risks of investing in
                                        the Preferred Shares are:

                                             o   if an auction fails you
                                                 may not be able to sell
                                                 some or all of your
                                                 shares;

                                             o   because of the nature of
                                                 the market for Preferred
                                                 Shares, you may receive
                                                 less than the price you
                                                 paid for your shares if
                                                 you sell them outside of
                                                 the auction, especially
                                                 when market interest rates
                                                 are rising;

                                             o   a rating agency could
                                                 downgrade the rating
                                                 assigned to the Preferred
                                                 Shares, which could affect
                                                 liquidity;

                                             o   the Trust may be forced to
                                                 redeem your shares to meet
                                                 regulatory or rating
                                                 agency requirements or may
                                                 voluntarily redeem your
                                                 shares in certain
                                                 circumstances;

                                             o   in extraordinary
                                                 circumstances, the Trust
                                                 may not earn sufficient
                                                 income from its
                                                 investments to pay
                                                 dividends;

                                             o   if interest rates rise,
                                                 the value of the Trust's
                                                 investment portfolio will
                                                 decline, reducing the
                                                 asset coverage for the
                                                 Preferred Shares;

                                             o   if an issuer of a
                                                 municipal bond in which
                                                 the Trust invests
                                                 experiences financial
                                                 difficulty or defaults,
                                                 there may be a negative
                                                 impact on the income and
                                                 net asset value of the
                                                 Trust's portfolio; and

                                              o  the Trust may invest up to
                                                 20% of its total assets in
                                                 securities that are below
                                                 investment grade quality
                                                 which are regarded as
                                                 having predominately
                                                 speculative
                                                 characteristics with
                                                 respect to the issuer's
                                                 capacity to pay interest
                                                 and principal.

                                        For additional risks of investing
                                        in the Trust, see "Risks" below.

Trading Market......................... Preferred Shares are not listed on
                                        an exchange. Instead, you may buy
                                        or sell the Preferred Shares at an
                                        auction that normally is held
                                        weekly, by submitting orders to a
                                        broker-dealer that has entered into
                                        an agreement with the auction agent
                                        and the Trust (a "Broker-Dealer"),
                                        or to a broker-dealer that has
                                        entered into a separate agreement
                                        with a Broker-Dealer. In addition
                                        to the auctions, Broker-Dealers and
                                        other broker-dealers may maintain a
                                        secondary trading market in
                                        Preferred Shares outside of
                                        auctions, but may discontinue this
                                        activity at any time. There is no
                                        assurance that a secondary market
                                        will provide shareholders with
                                        liquidity. You may transfer shares
                                        outside of auctions only to or
                                        through a Broker-Dealer or a
                                        broker-dealer that has entered into
                                        a separate agreement with a
                                        Broker-dealer.

                                        The table below shows the first
                                        auction date for each series of
                                        Preferred Shares and the day on
                                        which each subsequent auction will
                                        normally be held for each series of
                                        Preferred Shares. The first auction
                                        date for each series of Preferred
                                        Shares will be the business day
                                        before the dividend payment date
                                        for the initial rate period for
                                        each series of Preferred Shares.
                                        The start date for subsequent rate
                                        periods will normally be the
                                        business day following auction date
                                        unless the then-current rate period
                                        is a special rate period or the
                                        first day of the subsequent rate
                                        period is not a business day.

                                        Series First Auction Date* Subsequent
                                        ------ ------------------  ----------
                                        ______       ______          ______
                                        ______       ______          ______
                                        ____________________
                                        * All Dates are 2001.

Dividends and Rate Periods............. The table below shows the dividend
                                        rate for the initial rate period on
                                        the Preferred Shares offered in
                                        this prospectus. For subsequent
                                        rate periods, Preferred Shares will
                                        pay dividends based on a rate set
                                        at auctions, normally held weekly.
                                        In most instances, dividends are
                                        also paid weekly, on the day
                                        following the end of the rate
                                        period. The rate set at auction
                                        will not exceed the Maximum Rate.
                                        See "Description of Preferred
                                        Shares-- Dividends and Dividend
                                        Periods." The table below also
                                        shows the date from which dividends
                                        on the Preferred Shares will
                                        accumulate at the initial rate, the
                                        dividend payment date for the
                                        initial rate period and the day on
                                        which dividends will normally be
                                        paid. If the day on which dividends
                                        otherwise would be paid is not a
                                        business day, then your dividends
                                        will be paid on the first business
                                        day that falls after that day.
                                        Finally, the table below shows the
                                        number of days of the initial rate
                                        period for the Preferred Shares.
                                        Subsequent rate periods generally
                                        will be seven days. The dividend
                                        payment date for special rate
                                        periods of more than seven days
                                        will be set out in the notice
                                        designating a special rate period.
                                        See "Description of Preferred
                                        Shares -- Dividends and Dividend
                                        Periods -- Designation of Special
                                        Rate Periods."




                                         Dividend
                            Date of       Payment     Subsequent    Number of
               Initial   Accumulation     Date for     Dividend      Days of
              Dividend    at Initial    Initial Rate    Payment    Initial Rate
                Rate         Rate*        Period*         Day         Period
                ----         ----         ------          ---         ------
____   ...      ____         ____          ____          ____          ____
____   ...      ____         ____          ____          ____          ____

* All Dates are 2001.



Special Tax Considerations............. Because under normal circumstances
                                        the Trust will invest substantially
                                        all of its assets in municipal
                                        bonds that pay interest that is
                                        exempt from regular Federal income
                                        tax California income taxes, the
                                        income you receive will ordinarily
                                        be exempt from Federal income tax
                                        California income taxes. Your
                                        income may be subject to certain
                                        other local taxes. All or a portion
                                        of the income from these bonds will
                                        be subject to the Federal
                                        alternative minimum tax, so
                                        Preferred Shares may not be a
                                        suitable investment if you are
                                        subject to this tax or would become
                                        subject to such tax by investing in
                                        Preferred Shares. Taxable income or
                                        gain earned by the Trust will be
                                        allocated proportionately to
                                        holders of Preferred Shares and
                                        common shares, based on the
                                        percentage of total dividends paid
                                        to each class for that year.
                                        Accordingly, certain specified
                                        Preferred Shares dividends may be
                                        subject to income tax on income or
                                        gains attributed to the Trust. The
                                        Trust may at its election give
                                        notice before any applicable
                                        auction of the amount of any
                                        taxable income and gain to be
                                        distributed for the period relating
                                        to that auction. If the Trust does
                                        not provide such notice, the Trust
                                        generally will make shareholders
                                        whole for taxes owing on dividends
                                        paid to shareholders that include
                                        taxable income and gain. See "Tax
                                        Matters" and "Description of
                                        Preferred Shares-- Dividends and
                                        Dividend Periods -- Gross-up
                                        Payments."

Ratings................................ Shares of each series of Preferred
                                        Shares will be issued with a rating
                                        of "Aaa" from Moody's and "AAA"
                                        from S&P. In order to maintain this
                                        rating, the Trust must own
                                        portfolio securities of a
                                        sufficient value and with adequate
                                        credit quality to meet the rating
                                        agencies' guidelines. See
                                        "Description of Preferred Shares--
                                        Rating Agency Guidelines and Asset
                                        Coverage."

Redemption............................. Although the Trust does not
                                        ordinarily redeem Preferred Shares,
                                        it may be required to redeem shares
                                        if, for example, the Trust does not
                                        meet an asset coverage ratio
                                        required by law or to correct a
                                        failure to meet a rating agency
                                        guideline in a timely manner. The
                                        Trust voluntarily may redeem
                                        Preferred Shares under certain
                                        conditions. See "Description of
                                        Preferred Shares-- Redemption" and
                                        "Description of Preferred Shares--
                                        Rating Agency Guidelines and Asset
                                        Coverage."

Liquidation Preference................. The liquidation preference for
                                        shares of each series of Preferred
                                        Shares will be $25,000 per share
                                        plus accumulated but unpaid
                                        dividends. See "Description of
                                        Preferred Shares -- Liquidation."

Voting Rights.......................... The holders of preferred shares,
                                        including Preferred Shares, voting
                                        as a separate class, have the right
                                        to elect at least two trustees of
                                        the Trust at all times. Such
                                        holders also have the right to
                                        elect a majority of the trustees in
                                        the event that two years' dividends
                                        on the preferred shares are unpaid.
                                        In each case, the remaining
                                        trustees will be elected by holders
                                        of common shares and preferred
                                        shares, including Preferred Shares,
                                        voting together as a single class.
                                        The holders of preferred shares,
                                        including Preferred Shares, will
                                        vote as a separate class or classes
                                        on certain other matters as
                                        required under the Trust's
                                        Agreement and Declaration of Trust,
                                        as amended and restated, the
                                        Investment Company Act of 1940 (the
                                        "Investment Company Act") and
                                        Delaware law. See "Description of
                                        Preferred Shares-- Voting Rights,"
                                        "Certain Provisions in the
                                        Agreement and Declaration of Trust"
                                        and "Conversion to Open-End Fund."



                            FINANCIAL HIGHLIGHTS
                                (Unaudited)

         Information contained in the table below under the headings "Per
Share Operating Performance," "Ratios to Average Net Assets of Common
Shareholders" and "Supplemental Data" shows the unaudited operating
performance of the Trust from the commencement of the Trust's investment
operations on July 31, 2001 through , 2001. Since the Trust was recently
organized and commenced investment operations on July 31, 2001, the table
covers less than
           weeks of operations, during which a substantial portion of the
Trust's portfolio was held in temporary investments pending investment in
municipal securities that meet the Trust's investment objectives and
policies. Accordingly, the information presented may not provide a
meaningful picture of the Trust's future operating performance.


Per Share Operating Performance:
         Net asset value, beginning of period........................
                                                                     ----------
         Net investment income.......................................$
                                                                     ----------
         Net realized and unrealized gain/loss on investments........
         Net increase/decrease from investment operations............
                                                                     ----------
         Dividends and distributions.................................
Capital charge with respect to issuance of common shares.............
Net asset value, end of period*......................................$
                                                                     ==========
Per share market value, end of period*...............................$
Total Investment Return+.............................................      %
                                                                     ==========
Ratios to Average Net Assets of Common Shareholders: ++
         Operating Expenses #........................................      %+++
         Net investment income.......................................      %+++
Supplemental Data:
         Average net assets of common shareholders (in thousands)....$
         Portfolio turnover..........................................      %
- -----------
*        Net asset value and market value are published in Barron's each
         Saturday, The New York Times and The Wall Street Journal each
         Monday.
+        Total investment return is calculated assuming a purchase of
         common shares at the current market price on the first day and a
         sale at the current market price on the last day of the period
         reported. Dividends and distributions, if any, are assumed for
         purposes of this calculation, to be reinvested at prices obtained
         under the Trust's dividend reinvestment plan. Total investment
         return does not reflect brokerage commissions. Total investment
         returns for periods of less than one year are not annualized.
++       Ratios are calculated on the basis of income and expenses to
         average net assets.
+++      Annualized.
#        The ratio of operating expenses, without giving effect to
         "advisory fee waiver," to average net assets was 0. %+++ for the
         period indicated above.

         The information above represents the unaudited operating
performance of a common share 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 Trust's unaudited financial statements for the period July
31, 2001 through , 2001 included in the statement of additional information
and market value data for the Trust's shares.



                                 THE TRUST

         The Trust is a recently organized, non-diversified, closed-end,
management investment company registered under the Investment Company Act.
The Trust was organized as a Delaware business trust on March 30, 2001
pursuant to an Agreement and Declaration of Trust, as later amended and
restated, governed by the laws of the Stare of Delaware. On July 31, 2001,
the Trust issued an aggregate of 13,000,000 common shares of beneficial
interest, par value $.001 per share, pursuant to the initial public
offering and commenced its investment operations. The Trust's common shares
are traded on the New York Stock Exchange (the "Exchange") under the symbol
"BFZ". The Trust's principal office is located at 100 Bellevue Parkway,
Wilmington, Delaware 19809, and its telephone number is (888) 825-2257. The
Trust is designed to provide tax benefits to investors who are residents of
California for tax purposes.

         The following provides information about the Trust's outstanding
shares as of , 2001:


                                               Amount held by
                                    Amount    the Trust or for    Amount
Title of Class                    Authorized    its Account    Outstanding
- --------------                    ----------    -----------    -----------
Common..........................  Unlimited          0          13,000,000
Preferred.......................  Unlimited          0              0
Series   .......................                     0              0
Series   .......................                     0              0


                              USE OF PROCEEDS

         The net proceeds of this offering will be approximately $ after
payment of the sales load and estimated offering costs. The Trust will
invest the net proceeds of the offering in accordance with the Trust's
investment objective and policies as stated below. We currently anticipate
that the Trust will be able to invest substantially all of the net proceeds
in municipal bonds that meet the Trust's objective and policies at or
shortly (within six to eight weeks) after the completion of the offering.
Pending such investment, it is anticipated that the proceeds will be
invested in short- term, tax-exempt or taxable investment grade securities.


                               CAPITALIZATION
                                (Unaudited)

         The following table sets forth the capitalization of the Trust as
of , 2001, and as adjusted to give effect to the issuance of the Preferred
Shares offered hereby.


<TABLE>
<CAPTION>



                                                                          Actual     As Adjusted
                                                                       -----------  ------------

<S>                                                                     <C>          <C>
Shareholder's Equity:
  Preferred Shares, $.001 par value, $25,000 stated value per share,
      at liquidation value; unlimited shares authorized (no shares
      issued;
                  shares issued, as adjusted)......................... $ --         $
  Common shares, $.001 par value per share; unlimited shares
      authorized, 13,000,000 shares outstanding*......................
Paid-in surplus.......................................................
Balance of undistributed net investment income........................
  Accumulated net realized gain/loss from investment transactions.....  ( )         ( )
  Net unrealized appreciation/depreciation of investments.............  ( )         ( )
                                                                       -----------  ------------
  Net assets..........................................................
                                                                       ===========  ============
- ----------
* None of these outstanding shares are held by or for the account of the
Trust.

</TABLE>


                           PORTFOLIO COMPOSITION

         As of , 2001, approximately % of the market value of the Trust's
portfolio was invested in long-term municipal securities and approximately
% of the market value of the Trust's portfolio was invested in short-term
municipal securities. The following table sets forth certain information
with respect to the composition of the Trust's investment portfolio as of ,
2001, based on the highest rating assigned.


Credit Rating                          Value                Percent
- -------------
                                   --------------        --------------
AAA/Aaa*...........................$                                  %
AA/Aa..............................                                   %
A/A................................                                   %
BBB/Baa............................                                   %
BB/Ba..............................                                   %
Unrated+...........................                                   %
Short-Term.........................                                   %
                                   --------------        --------------
         TOTAL.....................                              100.0%
                                   ==============        ==============
- ----------
*     Includes securities that are backed by an escrow or trust containing
      sufficient U.S. Government Securities to ensure the timely payment of
      principal and interest.
+     Refers to securities that have not been rated by Moody's, S&P or
      Fitch, but that have been assessed by BlackRock Financial Management
      as being of comparable credit quality to rated securities in which
      the Trust may invest. See "The Trust's Investments-- Investment
      Objective and Policies."


                          THE TRUST'S INVESTMENTS

Investment Objective and Policies

         The Trust's investment objective is to provide current income
exempt from regular Federal income tax and California income taxes.

         The Trust will invest primarily in municipal bonds that pay
interest that is exempt from regular Federal income tax and California
income taxes. Under normal market conditions, the Trust expects to be fully
invested (at least 95% of its net assets) in such tax-exempt municipal
bonds, in which the Trust generally will invest at least 80% of its total
assets. Under normal market conditions, the Trust will invest at least 80%
of its total assets in investment grade quality municipal bonds. Investment
grade quality means that such bonds are rated, at the time of investment,
within the four highest grades (Baa or BBB or better by Moody's, S&P or
Fitch) or are unrated but judged to be of comparable quality by BlackRock.
Municipal bonds rated Baa by Moody's are investment grade, but Moody's
considers municipal bonds rated Baa to have speculative characteristics.
Changes in economic conditions or other circumstances are more likely to
lead to a weakened capacity for municipal bonds that are rated BBB or Baa
(or that have equivalent ratings) to make principal and interest payments
than is the case for higher grade municipal bonds. The Trust may invest up
to 20% of its total assets in municipal bonds that are rated, at the time
of investment, Ba/BB or B by Moody's, S&P or Fitch or that are unrated but
judged to be of comparable quality by BlackRock. Bonds of below investment
grade quality (Ba/BB or below) are commonly referred to as "junk bonds."
Bonds of below investment grade quality are regarded as having
predominantly speculative characteristics with respect to the issuer's
capacity to pay interest and repay principal. These credit quality policies
apply only at the time a security is purchased, and the Trust is not
required to dispose of a security if a rating agency downgrades its
assessment of the credit characteristics of a particular issue. In
determining whether to retain or sell a security that a rating agency has
downgraded, BlackRock may consider such factors as BlackRock's assessment
of the credit quality of the issuer of the security, the price at which the
security could be sold and the rating, if any, assigned to the security by
other rating agencies. Appendix B to the Statement of Additional
Information contains a general description of Moody's, S&P's and Fitch's
ratings of municipal bonds. See "Risks" below for a general description of
the economic and credit characteristics of municipal issuers in California.
The Trust may also invest in securities of other open- or closed-end
investment companies that invest primarily in municipal bonds of the types
in which the Trust may invest directly and in tax-exempt preferred shares
that pay dividends exempt from regular Federal income tax. Subject to the
Trust's policy of investing at least 80% of its total assets in municipal
bonds exempt from California income tax, the Trust may invests in
securities that pay interest that is not exempt from California y income
tax when, in the judgement of BlackRock, the return to the shareholders
after payment of applicable California income taxes would be higher than
the return available from comparable securities that pay interest that is,
or make other distributions that are, exempt from California income tax.
See "-- Other Investment Companies," and "-- Tax-Exempt Preferred Shares."

         The Trust will invest in municipal bonds that, in BlackRock's
opinion, are underrated or undervalued. Underrated municipal bonds are
those whose ratings do not, in BlackRock's opinion, reflect their true
creditworthiness. Undervalued municipal bonds are bonds that, in the
opinion of BlackRock, are worth more than the value assigned to them in the
marketplace. BlackRock may at times believe that bonds associated with a
particular municipal market sector (for example, electrical utilities), or
issued by a particular municipal issuer, are undervalued. BlackRock may
purchase those bonds for the Trust's portfolio because they represent a
market sector or issuer that BlackRock considers undervalued, even if the
value of those particular bonds appears to be consistent with the value of
similar bonds. Municipal bonds of particular types (for example, hospital
bonds, industrial revenue bonds or bonds issued by a particular municipal
issuer) may be undervalued because there is a temporary excess of supply in
that market sector, or because of a general decline in the market price of
municipal bonds of the market sector for reasons that do not apply to the
particular municipal bonds that are considered undervalued. The Trust's
investment in underrated or undervalued municipal bonds will be based on
BlackRock's belief that their yield is higher than that available on bonds
bearing equivalent levels of interest rate risk, credit risk and other
forms of risk, and that their prices will ultimately rise, relative to the
market, to reflect their true value. Any capital appreciation realized by
the Trust will generally result in capital gains distributions subject to
Federal capital gains tax.

         The Trust may purchase municipal bonds that are additionally
secured by insurance, bank credit agreements or escrow accounts. The credit
quality of companies which provide these credit enhancements will affect
the value of those securities. Although the insurance feature reduces
certain financial risks, the premiums for insurance and the higher market
price paid for insured obligations may reduce the Trust's income. Insurance
generally will be obtained from insurers with a claims-paying ability rated
Aaa by Moody's or AAA by S&P or Fitch. The insurance feature does not
guarantee the market value of the insured obligations or the net asset
value of the common shares. The Trust may purchase insured bonds and may
purchase insurance for bonds in its portfolio.

         During temporary defensive periods, including the period during
which the net proceeds of this offering are being invested, and in order to
keep the Trust's cash fully invested, the Trust may invest up to 100% of
its net assets in liquid, short-term investments, including high quality,
short-term securities that may be either tax-exempt or taxable. The Trust
may not achieve its investment objective under these circumstances. The
Trust intends to invest in taxable short-term investments only if suitable
tax-exempt short-term investments are not available at reasonable prices
and yields.

         The Trust cannot change its investment objective without the
approval of the holders of a majority of the outstanding common shares and,
once the Preferred Shares are issued, the Preferred Shares voting together
as a single class, and of the holders of a majority of the outstanding
Preferred Shares voting as a separate class. A "majority of the
outstanding" means (1) 67% or more of the shares present at a meeting, if
the holders of more than 50% of the shares are present or represented by
proxy, or (2) more than 50% of the shares, whichever is less. See
"Description of Preferred Shares -- Voting Rights" for additional
information with respect to the voting rights of holders of Preferred
Shares.

Municipal Bonds

         General. Municipal bonds are either general obligation or revenue
bonds and typically are issued to finance public projects, such as roads or
public buildings, to pay general operating expenses or to refinance
outstanding debt. Municipal bonds may also be issued for private
activities, such as housing, medical and educational facility construction
or for privately owned industrial development and pollution control
projects. General obligation bonds are backed by the full faith and credit,
or taxing authority, of the issuer and may be repaid from any revenue
source. Revenue bonds may be repaid only from the revenues of a specific
facility or source. The Trust also may purchase municipal bonds that
represent lease obligations. These carry special risks because the issuer
of the bonds may not be obligated to appropriate money annually to make
payments under the lease. In order to reduce this risk, the Trust will only
purchase municipal bonds representing lease obligations where BlackRock
believes the issuer has a strong incentive to continue making
appropriations until maturity.

         The municipal bonds in which the Trust will invest are generally
issued by the State of California, political subdivisions of the State, and
authorities or other intermediaries of the State and such political
subdivisions and pay interest that, in the opinion of bond counsel to the
issuer, or on the basis of another authority believed by BlackRock to be
reliable, is exempt from regular Federal income tax and California income
taxes. BlackRock will not conduct its own analysis of the tax status of the
interest paid by municipal bonds held by the Trust. The Trust may also
invest in municipal bonds issued by United States Territories (such as
Puerto Rico or Guam) that are exempt from regular Federal income tax and
California income taxes. In addition to the types of municipal bonds
described in the prospectus, the Trust may invest in other securities that
pay interest that is, or make other distributions that are, exempt from
regular Federal income tax and/or state and local personal taxes,
regardless of the technical structure of the issuer of the instrument. The
Trust treats all of such tax-exempt securities as municipal bonds.

         The yields on municipal bonds are dependent on a variety of
factors, including prevailing interest rates and the condition of the
general money market and the municipal bond market, the size of a
particular offering, the maturity of the obligation and the rating of the
issue. The market value of municipal bonds will vary with changes in
interest rate levels and as a result of changing evaluations of the ability
of bond issuers to meet interest and principal payments.

         The Trust will invest primarily in municipal bonds with long-term
maturities in order to maintain a weighted average maturity of 15 or more
years, but the weighted average maturity of obligations held by the Trust
may be shortened, depending on market conditions.

         Risks Relating to California Municipal Bonds. Because the Trust
invests primarily in a portfolio of California municipal bonds, the Trust
is more susceptible to political, economic, regulatory or other factors
affecting issuers of California municipal bonds than a fund which does not
limit its investments to such issuers. These risks include possible
legislative, State constitutional or regulatory amendments that may affect
the ability of State and local governments or regional governmental
authorities to raise money to pay principal and interest on their municipal
bonds. Economic, fiscal and budgetary conditions throughout the State may
also influence the Trust's performance.

         The following information is a summary of a more detailed
description of certain factors affecting California municipal securities
which is contained in the Trust's Statement of Additional Information.
Investors should obtain a copy of the Statement of Additional Information
for a more detailed discussion of such factors. Such information is derived
from certain official statements of the State of California published in
connection with the issuance of specific California municipal securities,
as well as from other publicly available documents. Such information has
not been independently verified by the Trust and may not apply to all
California municipal securities acquired by the Trust. The Trust assumes no
responsibility for the completeness or accuracy of such information.

         California State and local government obligations may be adversely
affected by political and economic conditions and developments within the
State of California and the nation as a whole. With respect to an
investment in the Trust, through popular initiative and legislative
activity, the ability of the State of California and its local governments
to raise money through property taxes and to increase spending has been the
subject of considerable debate and change in recent years. Various State
Constitutional amendments, for example, have been adopted which have the
effect of limiting property tax and spending increases, while legislation
has sometimes added to these limitations and has at other times sought to
reduce their impact. To date, these Constitutional, legislative and budget
developments do not appear to have severely decreased the ability of the
State and local governments to pay principal and interest on their
obligations. It can be expected that similar types of State legislation or
Constitutional proposals will continue to be introduced. The impact of
future developments in these areas is unclear.

         During the past year, California has experienced difficulties with
the prices of natural gas and electricity in much of the State. These
difficulties are likely to continue for several years. Because of capacity
constraints in electric generation and transmission, California utilities
have been forced to purchase wholesale power at high prices. While the
government of California and the Federal Energy Regulatory Commission are
considering further actions to deal with the shortcomings of California's
energy market, it is not possible to predict what the long-term impact of
these developments will be on California's economy. Such fuel and energy
issues could have severe adverse effects on the State's economy. In turn,
these recent developments regarding energy in California may adversely
influence the Trust's performance. For more information regarding these
developments, see "Investment Policies and Techniques--Factors Pertaining
to California--Recent Developments Regarding Energy" in the Trust's
Statement of Additional Information.

         Although revenue obligations of the State of California or its
political subdivisions may be payable from a specific project or source,
including lease rentals, there can be no assurance that future economic
difficulties and the resulting impact on State and local government
finances will not adversely affect the market value of the portfolio of the
Trust or the ability of the respective obligors to make timely payments of
principal and interest on such obligations.

         The value of California municipal instruments may also be affected
by general conditions in the money markets or the municipal bond markets,
the levels of Federal income tax rates, the supply of tax-exempt bonds, the
credit quality and rating of the issues and perceptions with respect to the
level of interest rates.

         There can be no assurance that there will not be a decline in
economic condition or that particular California municipal securities in
the portfolio of the Trust will not be adversely affected by any changes.

         For more information, see "Investment Policies and
Techniques--Factors Pertaining to California" in the Statement of
Additional Information.

When-Issued and Forward Commitment Securities

         The Trust may buy and sell municipal bonds on a when-issued basis
and may purchase or sell municipal bonds on a "forward commitment" basis.
When such transactions are negotiated, the price, which is generally
expressed in yield terms, is fixed at the time the commitment is made, but
delivery and payment for the securities takes place at a later date. This
type of transaction may involve an element of risk because no interest
accrues on the bonds prior to settlement and, because bonds are subject to
market fluctuations, the value of the bonds at the time of delivery may be
less or more than cost. A separate account of the Trust will be established
with its custodian consisting of cash, or other liquid high grade debt
securities having a market value at all times, at least equal to the amount
of the commitment.

Other Investment Companies

         The Trust may invest up to 10% of its total assets in securities
of other open- or closed-end investment companies that invest primarily in
municipal bonds of the types in which the Trust may invest directly. The
Trust generally expects to invest in other investment companies either
during periods when it has large amounts of uninvested cash, such as the
period shortly after the Trust receives the proceeds of the offering of its
Preferred Shares, or during periods when there is a shortage of attractive,
high-yielding municipal bonds available in the market. As a shareholder in
an investment company, the Trust will bear its ratable share of that
investment company's expenses, and would remain subject to payment of the
Trust's advisory and other fees and expenses with respect to assets so
invested. Holders of Preferred Shares would therefore be subject to
duplicative expenses to the extent the Trust invests in other investment
companies. BlackRock will take expenses into account when evaluating the
investment merits of an investment in an investment company relative to
available municipal bond investments. In addition, the securities of other
investment companies may also be leveraged and will therefore be subject to
leverage risks. The net asset value and market value of leveraged shares
will be more volatile and the yield to shareholders will tend to fluctuate
more than the yield generated by unleveraged shares. Investment companies
may have investment policies that differ from those of the Trust. In
addition, to the extent the Trust invests in other investment companies,
the Trust will be dependent upon the investment and research abilities of
persons other than BlackRock. The Trust treats its investments in such
open- or closed-end investment companies as investments in municipal bonds.

Tax-Exempt Preferred Shares

         The Trust may also invest up to 10% of its total assets in
preferred interests of other investment funds that pay dividends that are
exempt from regular Federal income tax. A portion of such dividends may be
capital gain distributions subject to Federal capital gains tax. Such funds
in turn invest in municipal bonds and other assets that generally pay
interest or make distributions that are exempt from regular Federal income
tax, such as revenue bonds issued by state or local agencies to fund the
development of low-income, multi-family housing. Investment in such
tax-exempt preferred shares involves many of the same issues as investing
in other open- or closed-end investment companies as discussed above. These
investments also have additional risks, including liquidity risk, the
absence of regulation governing investment practices, capital structure and
leverage, affiliated transactions and other matters, and concentration of
investments in particular issuers or industries. Revenue bonds issued by
state or local agencies to finance the development of low-income,
multi-family housing involve special risks in addition to those associated
with municipal bonds generally, including that the underlying properties
may not generate sufficient income to pay expenses and interest costs. Such
bonds are generally non-recourse against the property owner, may be junior
to the rights of others with an interest in the properties, may pay
interest that changes based in part on the financial performance of the
property, may be prepayable without penalty and may be used to finance the
construction of housing developments which, until completed and rented, do
not generate income to pay interest. Increases in interest rates payable on
senior obligations may make it more difficult for issuers to meet payment
obligations on subordinated bonds. The Trust treats investments in
tax-exempt preferred shares as investments in municipal bonds.


                                   RISKS

         Risk is inherent in all investing. Investing in any investment
company security involves risk, including the risk that you may receive
little or no return on your investment or that you may lose part or all of
your investment. Therefore, before investing you should consider carefully
the following risks that you assume when you invest in Preferred Shares.

Interest Rate Risk

         Interest rate risk is the risk that bonds, and the Trust's net
assets, will decline in value because of changes in interest rates.
Generally, municipal bonds will decrease in value when interest rates rise
and increase in value when interest rates decline. The Trust issues
Preferred Shares, which pay dividends based on short-term interest rates.
The Trust then uses the proceeds from the sale of Preferred Shares to buy
municipal bonds, which pay interest based on long- term rates. Both
long-term and short-term interest rates may fluctuate. If short term
interest rates rise, the Preferred Shares dividend rates may rise so that
the amount of dividends paid to holders of Preferred Shares exceeds the
income from the portfolio securities purchased with the proceeds from the
sale of Preferred Shares. Because income from the Trust's entire investment
portfolio (not just the portion of the portfolio purchased with the
proceeds of the Preferred Shares offering) is available to pay Preferred
Share dividends, however, Preferred Share dividend rates would need to
greatly exceed the yield on the Trust's portfolio before the Trust's
ability to pay Preferred Share dividends would be impaired. If long-term
rates rise, the value of the Trust's investment portfolio will decline,
reducing the amount of assets serving as asset coverage for the Preferred
Shares.

Auction Risk

         The dividend rate for the Preferred Shares normally is set through
an auction process. In the auction, holders of Preferred Shares may
indicate the dividend rate at which they would be willing to hold or sell
their Preferred Shares or purchase additional Preferred Shares. The auction
also provides liquidity for the sale of Preferred Shares. An auction fails
if there are more Preferred Shares offered for sale than there are buyers.
You may not be able to sell your Preferred Shares at an auction if the
auction fails. Also, if you place hold orders (orders to retain Preferred
Shares) at an auction only at a specified dividend rate, and that rate
exceeds the rate set at the auction, you will not retain your Preferred
Shares. Finally, if you buy shares or elect to retain shares without
specifying a dividend rate below which you would not wish to buy or
continue to hold those shares, you could receive a lower rate of return on
your shares than the market rate. See "Description of Preferred Shares" and
"The Auction--Auction Procedures."

Secondary Market Risk

         If you try to sell your Preferred Shares between auctions you may
not be able to sell any or all of your shares or you may not be able to
sell them for $25,000 per share or $25,000 per share plus accumulated
dividends. If the Trust has designated a special rate period (a rate period
of more than days), changes in interest rates could affect the price you
would receive if you sold your shares in the secondary market.
Broker-dealers that maintain a secondary trading market for Preferred
Shares are not required to maintain this market, and the Trust is not
required to redeem shares either if an auction or an attempted secondary
market sale fails because of a lack of buyers. Preferred Shares are not
listed on a stock exchange or the NASDAQ stock market. If you sell your
Preferred Shares to a broker-dealer between auctions, you may receive less
than the price you paid for them, especially if market interest rates have
risen since the last auction.

Ratings and Asset Coverage Risk

         While Moody's assigns a rating of "Aaa" to the Preferred Shares
and S&P assigns a rating of "AAA" to the Preferred Shares, such ratings do
not eliminate or necessarily mitigate the risks of investing in Preferred
Shares. Moody's or S&P could downgrade Preferred Shares, which may make
your shares less liquid at an auction or in the secondary market. If
Moody's or S&P downgrades Preferred Shares, the Trust may alter its
portfolio or redeem Preferred Shares in an effort to improve the rating,
although there is no assurance that it will be able to do so to the extent
necessary to restore the prior rating. The Trust may voluntarily redeem
Preferred Shares under certain circumstances. See
"Description of Preferred Shares -- Rating Agency Guidelines and Asset
Coverage" for a description of the asset maintenance tests the Trust must
meet.

Credit Risk

         Credit risk is the risk that an issuer of a municipal bond will
become unable to meet its obligation to make interest and principal
payments. In general, lower rated municipal bonds carry a greater degree of
risk that the issuer will lose its ability to make interest and principal
payments, which could have a negative impact on the Trust's net asset value
or dividends. The Trust may invest up to 20% of its total assets in
municipal bonds that are rated Ba/BB or B by Moody's, S&P or Fitch or that
are unrated but judged to be of comparable quality by BlackRock. Bonds
rated Ba/BB or B are regarded as having predominately speculative
characteristics with respect to the issuer's capacity to pay interest and
repay principal, and these bonds are commonly referred to as junk bonds.
These securities are subject to a greater risk of default. The prices of
these lower grade bonds are more sensitive to negative developments, such
as a decline in the issuer's revenues or a general economic downturn, than
are the prices of higher grade securities. Lower grade securities tend to
be less liquid than investment grade securities. The market values of lower
grade securities tend to be more volatile than is the case for investment
grade securities.

State Concentration Risk.

         Because the Trust primarily purchases municipal bonds issued by
the State of California or county or local government municipalities or
their agencies, districts, political subdivisions or other entities,
shareholders may be exposed to additional risks. In particular, the Trust
is susceptible to political, economic or regulatory factors affecting
issuers of California municipal bonds. There can be no assurance that
California will not experience a decline in economic conditions or that the
California municipal bonds purchased by the Trust will not be affected by
such a decline.

         For a discussion of economic and other conditions in California,
see "The Trust's Investments -- Municipal Bonds -- Risks Relating to
California Municipal Bonds."


Municipal Bond Market Risk

         Investing in the municipal bond market involves certain risks. The
amount of public information available about the municipal bonds in the
Trust's portfolio is generally less than that for corporate equities or
bonds, and the investment performance of the Trust may therefore be more
dependent on the analytical abilities of BlackRock than would be a stock
fund or taxable bond fund. The secondary market for municipal bonds,
particularly the below investment grade bonds in which the Trust may
invest, also tends to be less well-developed or liquid than many other
securities markets, which may adversely affect the Trust's ability to sell
its bonds at attractive prices.

         The ability of municipal issuers to make timely payments of
interest and principal may be diminished in general economic downturns and
as governmental cost burdens are reallocated among Federal, state and local
governments. In addition, laws enacted in the future by Congress or state
legislatures or referenda could extend the time for payment of principal
and/or interest, or impose other constraints on enforcement of such
obligations or on the ability of municipalities to levy taxes. Issuers of
municipal bonds might seek protection under the bankruptcy laws. In the
event of bankruptcy of such an issuer, the Trust could experience delays in
collecting principal and interest and the Trust may not, in all
circumstances, be able to collect all principal and interest to which it is
entitled. To enforce its rights in the event of a default in the payment of
interest or repayment of principal, or both, the Trust may take possession
of and manage the assets securing the issuer's obligations on such
securities, which may increase the Trust's operating expenses. Any income
derived from the Trust's ownership or operation of such assets may not be
tax-exempt.

Reinvestment Risk

         Reinvestment risk is the risk that income from the Trust's bond
portfolio will decline if and when the Trust invests the proceeds from
matured, traded, prepaid or called bonds at interest rates that are below
the portfolio's current earnings rate. A decline in income could affect the
Trust's ability to pay dividends on the Preferred Shares.

Inflation Risk

         Inflation risk is the risk that the value of assets or income from
investment will be worth less in the future as inflation decreases the
value of money. As inflation occurs, the real value of the Preferred Shares
and distributions declines. In an inflationary period, however, it is
expected that, through the auction process, dividend rates on the Preferred
Shares would increase, tending to offset this risk.

Economic Sector and Geographic Risk

         The Trust may invest 25% or more of its total assets in municipal
obligations of issuers located in the same state (or U.S. territory) or in
municipal obligations in the same economic sector, including without
limitation the following: lease rental obligations of state and local
authorities; obligations dependent on annual appropriations by a state's
legislature for payment; obligations of state and local housing finance
authorities; municipal utilities systems or public housing authorities;
obligations of hospitals or life care facilities; and industrial
development or pollution control bonds issued for electrical utility
systems, steel companies, paper companies or other purposes. This may make
the Trust more susceptible to adverse economic, political or regulatory
occurrences affecting a particular state or economic sector. For example,
health care related issuers are susceptible to Medicare, Medicaid and other
third party payor reimbursement policies, and national and state health
care legislation. As concentration increases, so does the potential for
fluctuation in the value of the Trust's assets.

Non-Diversification.

         The Trust has registered as a "non-diversified " investment
company under the Investment Company Act. For Federal income tax purposes,
the Trust, with respect to up to 50% of its total assets, will be able to
invest more than 5% (but not more than 25%) of the value of its total
assets in the obligations of any single issuer. To the extent the Trust
invests a relatively high percentage of its assets in the obligations of a
limited number of issuers, the Trust may be more susceptible than a more
widely diversified investment company to any single economic, political or
regulatory occurrence.

                          MANAGEMENT OF THE TRUST

Trustees and Officers

         The board of trustees is responsible for the overall management of
the Trust, including supervision of the duties performed by BlackRock.
There are eight trustees of the Trust. Two of the trustees are "interested
persons" (as defined in the Investment Company Act). The name and business
address of the trustees and officers of the Trust and their principal
occupations and other affiliations during the past five years are set forth
under "Management of the Trust" in the Statement of Additional Information.

Investment Advisor and Sub-Advisor

         BlackRock Advisors, Inc. acts as the Trust's investment advisor.
BlackRock Financial Management, Inc. acts as the Trust's sub-advisor.
BlackRock Advisors and BlackRock Financial Management both are wholly owned
subsidiaries of BlackRock, Inc., which is one of the largest publicly
traded investment management firms in the United States with $213 billion
of assets under management as of June 30, 2001. BlackRock, Inc. and its
affiliates manage assets on behalf of more than 3,300 institutions and
200,000 individuals worldwide, including nine of the 10 largest companies
in the U.S. as determined by Fortune Magazine, through a variety of equity,
fixed income, liquidity and alternative investment separate accounts and
mutual funds, including the company's flagship fund families, BlackRock
Funds and BlackRock Provident Institutional Funds. BlackRock, Inc. is the
nation's 26th largest asset management firm according to Pensions &
Investments, May 14, 2001.

         The BlackRock organization has over 12 years of experience
managing closed-end products and currently advises a closed-end family of
20 funds. BlackRock has 13 leveraged municipal closed-end funds and six
open-end municipal funds under management and approximately $16 billion in
municipal assets firm-wide. Clients are served from the company's
headquarters in New York City, as well as offices in Wilmington, Delaware,
San Francisco, California, Hong Kong, Edinburgh, Scotland and Tokyo, Japan.
BlackRock, Inc. is a member of The PNC Financial Services Group, Inc.
("PNC"), one of the largest diversified financial services organizations in
the United States, and is majority- owned by PNC and by BlackRock
employees.

         Investment Philosophy. BlackRock's investment decision-making
process for the municipal bond sector is subject to the same discipline,
oversight and investment philosophy that the firm applies to other sectors
of the fixed income market.

         BlackRock uses a relative value strategy that evaluates the
trade-off between risk and return to seek to achieve the Trust's investment
objective of generating current income exempt from Federal income tax and
California income taxes. This strategy is combined with disciplined risk
control techniques and applied in sector, sub-sector and individual
security selection decisions. BlackRock's extensive personnel and
technology resources are the key drivers of the investment philosophy.

         BlackRock's Municipal Bond Team. BlackRock uses a team approach to
managing municipal portfolios. BlackRock believes that this approach offers
substantial benefits over one that is dependent on the market wisdom or
investment expertise of only a few individuals.

         BlackRock's municipal bond team includes five portfolio managers
with an average experience of 14 years and five credit research analysts
with an average experience of 11 years. Kevin M. Klingert, a managing
director, senior portfolio manager and head of municipal bonds at
BlackRock, leads the team, a position he has held since joining BlackRock
in 1991. Mr. Klingert has over 17 years of experience in the municipal
market. Prior to joining BlackRock in 1991, Mr. Klingert was an Assistant
Vice President at Merrill Lynch, Pierce, Fenner & Smith Incorporated, which
he joined in 1985. The portfolio management team also includes Craig Kasap,
James McGinley, F. Howard Downs and Anthony Pino. Mr. Kasap, CFA, has been
a portfolio manager at BlackRock for over four years and is a member of
BlackRock's Investment Strategy Group. Prior to joining BlackRock in 1997,
Mr. Kasap spent the previous three years as a municipal bond trader with
Keystone Investments Inc. in Boston where he was involved in formulating
the firm's municipal bond investment strategies. Mr. McGinley has been a
portfolio manager and a member of the Investment Strategy Group at
BlackRock since 1999. Prior to joining BlackRock in 1999, Mr. McGinley was
Vice President of Municipal Trading from 1996 to 1999 and Manager of the
Municipal Strategy Group from 1995 to 1999 with Prudential Securities
Incorporated. Mr. McGinley joined Prudential Securities Incorporated in
1993 as an Associate in Municipal Research. F. Howard Downs has been a
portfolio manager since joining BlackRock in 1999. Prior to joining
BlackRock in 1999, Mr. Downs was a Vice President, Institutional Salesman
and Sales Manager from 1990 to 1999 at William E. Simon & Sons Municipal
Securities, Inc. Mr. Downs was one of the original employees of William E.
Simon & Sons Municipal Securities, Inc., founded in 1990, and was
responsible for sales of municipal bonds. Anthony Pino has been a portfolio
manager since joining BlackRock in 1999. Prior to joining BlackRock in
1999, he was a Brokerage Coordinator at CPI Capital. From 1996 to 1999, Mr.
Pino was an Assistant Vice President and trader in the Municipal Strategy
Group at Prudential Securities Incorporated.

         BlackRock's municipal bond portfolio managers are responsible for
over 70 municipal bond portfolios, valued at approximately $12 billion.
Municipal mandates include the management of open- and closed-end mutual
funds, municipal-only separate accounts or municipal allocations within
larger institutional mandates. In addition, BlackRock manages 14 municipal
liquidity accounts valued at approximately $4 billion. Currently, the team
manages 13 closed-end municipal funds with approximately $3.5 billion in
managed assets as of June 30, 2001.

         BlackRock's Investment Process. BlackRock has in-depth expertise
in the fixed income market. BlackRock applies the same risk-controlled,
active sector rotation style to the management process for all of its fixed
income portfolios. BlackRock believes that it is unique in its integration
of taxable and municipal bond specialists. Both taxable and municipal bond
portfolio managers share the same trading floor and interact frequently for
determining the firm's overall investment strategy. This interaction allows
each portfolio manager to access the combined experience and expertise of
the entire portfolio management group at BlackRock.

         BlackRock's portfolio management process emphasizes research and
analysis of specific sectors and securities, not interest rate speculation.
BlackRock believes that market-timing strategies can be highly volatile and
potentially produce inconsistent results. Instead, BlackRock thinks that
value over the long-term is best achieved through a risk- controlled
approach, focusing on sector allocation, security selection and yield curve
management.

         In the municipal market, BlackRock believes one of the most
important determinants of value is supply and demand. BlackRock's ability
to monitor investor flows and frequency and seasonality of issuance is
helpful in anticipating the supply and demand for sectors. BlackRock
believes that the breadth and expertise of its municipal bond team allow it
to anticipate issuance flows, forecast which sectors are likely to have the
most supply and plan its investment strategy accordingly.

         BlackRock also believes that over the long-term, intense credit
analysis will add incremental value and avoid significant relative
performance impairments. The municipal credit team is led by Susan C.
Heide, Ph.D., who has been, since 1999, Managing Director, Head of
Municipal Credit Research and co-chair of BlackRock's Credit Committee.
From 1995 to 1999, Dr. Heide was a Director and Head of Municipal Credit
Research. Dr. Heide specializes in the credit analysis of municipal
securities and as such chairs the monthly municipal bond presentation to
the Credit Committee. In addition, Dr. Heide supervises the team of
municipal bond analysts that assists with the ongoing surveillance of the
$12 billion in municipal bonds managed by BlackRock.

         Prior to joining BlackRock as a Vice President and Head of
Municipal Credit Research in 1993, Dr. Heide was Director of Research and a
portfolio manager at OFFITBANK. For eight years prior to this assignment
(1984 to 1992), Dr. Heide was with American Express Company's Investment
Division where she was the Vice President of Credit Research, responsible
for assessing the creditworthiness of $6 billion in municipal securities.
Dr. Heide began her investment career in 1983 at Moody's Investors Service,
Inc. where she was a municipal bond analyst.

         Dr. Heide initiated the Disclosure Task Force of the National
Federation of Municipal Analysts in 1988 and was co-chairperson of this
committee from its inception through the completion of the Disclosure
Handbook for Municipal Securities -- 1992 Update, published in January
1993. As a result of these efforts, the SEC implemented primary and
secondary disclosure regulations for municipal bonds in July 1995. Dr.
Heide has authored a number of articles on municipal finance and edited The
Handbook of Municipal Bonds published in the fall of 1994. Dr. Heide was
selected by the Bond Buyer as a first team All-American Municipal Analyst
in 1990 and was recognized in subsequent years.

         BlackRock's approach to credit risk incorporates a combination of
sector-based, top-down macro-analysis of industry sectors to determine
relative weightings with a name-specific (issuer-specific), bottom-up
detailed credit analysis of issuers and structures. The sector-based
approach focuses on rotating into sectors that are undervalued and exiting
sectors when fundamentals or technicals become unattractive. The
name-specific approach focuses on identifying special opportunities where
the market undervalues a credit, and devoting concentrated resources to
research the credit and monitor the position. BlackRock's analytical
process focuses on anticipating change in credit trends before market
recognition. Credit research is a critical, independent element of
BlackRock's municipal process.

Investment Management Agreement

         Pursuant to an investment management agreement between BlackRock
Advisors and the Trust and certain waivers relating thereto, the Trust has
agreed to pay for the investment advisory services and facilities provided
by BlackRock Advisors a fee payable monthly in arrears at an annual rate
equal to 0.60% of the average weekly value of the Trust's Managed Assets
(the "management fee"). BlackRock Advisors has voluntarily agreed to waive
receipt of a portion of the management fee or other expenses of the Trust
in the amount of 0.25% of the average weekly value of the Trust's Managed
Assets for the first five years of the Trust's operations (through July 31,
2006), and for a declining amount for an additional four years (through
July 31, 2010). The Trust will also reimburse BlackRock Advisors for all
out-of-pocket expenses BlackRock Advisors incurs in connection with
performing administrative services for the Trust. In addition, with the
approval of the board of trustees, a pro rata portion of the salaries,
bonuses, health insurance, retirement benefits and similar employment costs
for the time spent on Trust operations (other than the provision of
services required under the investment management agreement) of all
personnel employed by BlackRock Advisors who devote substantial time to
Trust operations or the operations of other investment companies advised by
the Advisor may be reimbursed to BlackRock Advisors. Managed Assets are the
total assets of the Trust, which includes any proceeds from the Preferred
Shares, minus the sum of accrued liabilities (other than indebtedness
attributable to leverage). This means that during periods in which the
Trust is using leverage, the fee paid to BlackRock Advisors will be higher
than if the Trust did not use leverage because the fee is calculated as a
percentage of the Trust's Managed Assets, which include those assets
purchased with leverage.

         In addition to the management fee of BlackRock Advisors, the Trust
pays all other costs and expenses of its operations, including compensation
of its trustees (other than those affiliated with BlackRock Advisors),
custodian, transfer and dividend disbursing agent expenses, legal fees,
rating agency fees, expenses of independent auditors, expenses of
repurchasing shares, expenses of preparing, printing and distributing
shareholder reports, notices, proxy statements and reports to governmental
agencies, and taxes, if any.

         For the first nine years of the Trust's operation, BlackRock
Advisors has undertaken to waive its management fee and expenses payable by
the Trust in the amounts, and for the time periods, set forth below:


  Twelve Month                                              Percentage Waived
 Period Ending                                             (as a percentage of
    July 31                                                   average weekly
                                                             Managed Assets)
- ----------------                                           --------------------
      2002*     ..........................................        0.25%
      2003      ..........................................        0.25%
      2004      ..........................................        0.25%
      2005      ..........................................        0.25%
      2006      ..........................................        0.25%
      2007      ..........................................        0.20%
      2008      ..........................................        0.15%
      2009      ..........................................        0.10%
      2010      ..........................................        0.05%
- --------------
*        From the commencement of operations.

         BlackRock Advisors has not undertaken to waive any portion of the
Trust's fees and expenses beyond July 31, 2010 or after termination of the
investment management agreement.


                      DESCRIPTION OF PREFERRED SHARES

         The following is a brief description of the terms of the Preferred
Shares. For the complete terms of the Preferred Shares, please refer to the
detailed description of the Preferred Shares in the Statement of
Preferences (the "Statement") attached as Appendix A to the statement of
additional information.

General

         The Trust's Agreement and Declaration of Trust, as amended and
restated, authorizes the issuance of an unlimited number of preferred
shares, par value $.001 per share, in one or more classes or series with
rights as determined by the Board of Trustees without the approval of
common shareholders. The Statement currently authorizes the issuance of
Preferred Shares, Series and Preferred Shares, Series . All Preferred
Shares will have a liquidation preference of $25,000 per share, plus an
amount equal to accumulated but unpaid dividends (whether or not earned or
declared).

         The Preferred Shares of each series will rank on parity with any
other series of Preferred Shares and any other series of preferred shares
of the Trust as to the payment of dividends and the distribution of assets
upon liquidation. Each Preferred Share carries one vote on matters that
Preferred Shares can be voted. Preferred Shares, when issued, will be fully
paid and non-assessable and have no preemptive, conversion or cumulative
voting rights.

Dividends and Dividend Periods

         The following is a general description of dividends and Rate
Periods.

         Rate Periods. The Initial Rate Period of the Preferred Shares will
be seven days. Any subsequent Rate Periods of shares of a series of
Preferred Shares will generally be seven days. The Trust, subject to
certain conditions, may change the length of Subsequent Rate Periods
designating them as Special Rate Periods. See "-- Designation of Special
Rate Periods" below.

         Dividend Payment Dates. Dividends on each series of Preferred
Shares will be payable, when as and if declared by the board of trustees,
out of legally available funds in accordance with the Agreement and
Declaration of Trust, as amended and restated, the Statement and applicable
law on shares of (a) Series on , 2001 and thereafter on each and (b) Series
on , 2001, and thereafter on each . However, if dividends are payable on a
day that is not a Business Day, then dividends will be payable on the next
Business Day. In addition, the Trust may specify different Dividend Payment
Dates in respect of any Special Rate Period of more than Rate Period Days.

         Dividends will be paid through the Securities Depository on each
Dividend Payment Date. The Securities Depository, in accordance with its
current procedures, is expected to distribute dividends received from the
Trust in next- day funds on each Dividend Payment Date to Agent Members.
These Agent Members are in turn expected to distribute such dividends to
the persons for whom they are acting as agents. However, each of the
current Broker-Dealers has indicated to the Trust that dividend payments
will be available in same-day funds on each Dividend Payment Date to
customers that use such Broker-Dealer or that Broker-Dealer's designee as
Agent Member.

         Calculation of Dividend Payment. The Trust computes the dividends
per share payable on shares of a series of Preferred Shares by multiplying
the applicable rate for shares of such series in effect by a fraction. The
numerator of this fraction will normally be seven (i.e., the number of days
in the Dividend Period) and the denominator will normally be 365. If the
Trust has designated a special dividend period, then the numerator will be
the number of days in the special dividend period, and the denominator will
be 360. In either case, this rate is then multiplied by $25,000 to arrive
at dividends per share.

         Dividends on shares of each series of Preferred Shares will
accumulate from the date of their original issue. For each dividend payment
period after the initial dividend period, the dividend rate will be the
dividend rate determined at auction, except as provided below. The dividend
rate that results from an auction will not be greater than the maximum
applicable rate described below. In the case of a special dividend period
for which Bid Requirements are specified, the dividend rate will not be
less than the minimum applicable rate specified in the notice declaring the
special dividend period. During dividend periods for which no Bid
Requirements are specified, there will be no minimum applicable rate. "Bid
Requirements" may include, with respect to any special dividend period of
longer than days, the requirement that bids be expressed as a spread over a
specified reference index or reference security any minimum applicable rate
and the frequency of dividend payments during such special dividend period.

         The maximum applicable rate for any regular dividend payment
period of a series of Preferred Shares will be the applicable percentage
(set forth in the table below) of the higher of (i) the 30-day "AA"
Composite Commercial Paper Rate and (ii) the Taxable Equivalent of the
Short-Term Municipal Bond Rate. In the case of a special dividend period
for a series of Preferred Shares, the maximum applicable rate will be the
applicable percentage of the Special Dividend Period Reference Rate (which
will ordinarily be specified by the Trust in the notice of special dividend
period) for such dividend payment period. The applicable percentage for a
series of Preferred Shares is determined on the day that a notice of a
special dividend period is delivered if the notice specifies a maximum
applicable rate for a special dividend period. If Moody's or S&P or both
shall not make such rating available, the rate shall be determined by
reference to equivalent ratings issued by a substitute rating agency. If
the Trust has provided notification to the auction agent prior to an
auction establishing the applicable rate for a dividend period that net
capital gains or other taxable income will be included in the dividend
determined at such auction, the applicable percentage will be derived from
the column captioned "Applicable Percentage: Notification" in the table
below:


         Credit Ratings
- --------------------------------
                                 Applicable Percentage:  Applicable Percentage:
       Moody's           S&P        No Notification         No Notification
                                ----------------------- -----------------------
"aa3" or higher   AA- or higher           110%                    150%
"a3" to "a1"      A- to A+                125%                    160%
"baa3" to "baa1"  BBB- to BBB+            150%                    250%
"ba3" to "ba1"    BB- to BB+              200%                    275%
Below "Ba3"       Below BB-               250%                    300%

         Prior to each dividend payment date, the Trust is required to
deposit with the auction agent sufficient funds for the payment of declared
dividends. The failure to make such deposit will not result in the
cancellation of any auction. The Trust does not intend to establish any
reserves for the payment of dividends.

         If an auction for any series of Preferred Shares is not held when
scheduled for any reason, the dividend rate for the corresponding rate
period will be the maximum applicable rate on the date the auction was
scheduled to be held.

         Additional Dividends. Under Federal income tax rules applicable to
the Trust, the Trust may, in certain circumstances, allocate net capital
gains or other taxable income to a dividend paid on Preferred Shares after
the dividend has been paid (a "Retroactive Taxable Allocation"). If the
Trust makes a Retroactive Taxable Allocation on the Preferred Shares
without giving advance notice thereof as described under "The Auction -
Auction Proceeds", the Trust will, in the circumstances below, pay to the
holders of Preferred Shares, out of funds legally available therefore, an
additional dividend. The additional dividend will be in an amount equal to
the amount of taxes paid by a holder of Preferred Shares on the Retroactive
Taxable Allocation, provided that the additional dividend will be
calculated:

         o   without consideration being given to the time value of money;

         o   assuming that no holder of Preferred Shares is subject to the
             Federal alternative minimum tax with respect to dividends
             received from the Trust; and

         o   assuming that each Retroactive Taxable Allocation would be
             taxable in the hands of each holder of Preferred Shares at the
             maximum marginal combined regular Federal, California income
             tax rate applicable to individuals or corporations, whichever
             is greater, in effect during the fiscal year in question.

         Although the Trust generally intends to designate any additional
dividend as an exempt-interest dividend to the extent permitted by
applicable law, it is possible that all or a portion of any additional
dividend will be taxable to the recipient thereof. See "Taxes." The Trust
will not pay a further additional dividend with respect to any taxable
portion of an additional dividend.

         The Trust will, within 90 days (and generally within 60 days)
after the end of its fiscal year for which a Retroactive Taxable Allocation
is made, provide notice thereof to the auction agent. The Trust will pay,
out of legally available funds, any additional dividend due on all
Retroactive Taxable Allocations made during the fiscal year in question,
within 30 days after such notice is given to the auction agent.

         Restrictions on Dividends and Other Distributions. While the
Preferred Shares are outstanding, the Trust generally may not declare, pay
or set apart for payment, any dividend or other distribution in respect of
its common shares. In addition, the Trust may not call for redemption or
redeem any of its common shares. However, the Trust is not confined by the
above restrictions if:

         o   immediately after such transaction, the Discounted Value of
             the Trust's portfolio would be equal to or greater than the
             Preferred Shares Basic Maintenance Amount and the 1940 Act
             Preferred Shares Asset Coverage (see "-- Rating Agency
             Guidelines and Asset Coverage" below);

         o   full cumulative dividends on each series of Preferred Shares
             due on or prior to the date of the transaction have been
             declared and paid or shall have been declared and sufficient
             funds for the payment thereof deposited with the auction
             agent;

         o   any additional dividend required to be paid on or before the
             date of such transaction has been paid; and

         o   the Trust has redeemed the full number of Preferred Shares
             required to be redeemed by any provision for mandatory
             redemption contained in the Statement.

         The Trust generally will not declare, pay or set apart for payment
any dividend on any class or series of shares of the Trust ranking, as to
the payment of dividends, on a parity with Preferred Shares unless the
Trust has declared and paid or contemporaneously declares and pays full
cumulative dividends on each series of the Preferred Shares through its
most recent dividend payment date. However, when the Trust has not paid
dividends in full upon the shares of each series of Preferred Shares
through the most recent dividend payment date or upon any other class or
series of shares of the Trust ranking, as to the payment of dividends, on a
parity with Preferred Shares through their most recent respective dividend
payment dates, the amount of dividends declared per share on Preferred
Shares and such other class or series of shares will in all cases bear to
each other the same ratio that accumulated dividends per share on the
Preferred Shares and such other class or series of shares bear to each
other.

         Designation of Special Dividend Periods. The Trust may, at its
sole option, declare a special dividend period of shares of a particular
series of Preferred Shares. To declare a special dividend period, the Trust
will give notice (a "request for special dividend period") to the auction
agent and to each Broker-Dealer. The notice will request that the next
succeeding dividend period for the series of Preferred Shares be a number
of days (other than seven) evenly divisible by seven as specified in such
notice. The Trust may not request a special dividend period unless
sufficient clearing bids for shares of such series were made in the most
recent auction. In addition, full cumulative dividends, any amounts with
respect to mandatory redemptions and any additional dividends payable on
shares of such series prior to such date must be paid in full. A request
for a special dividend period for shares of a Series of Preferred Shares
also will specify any proposed Bid Requirements. Upon receiving a request
for special dividend period, the Broker-Dealer(s) will jointly determine
whether, given the factors set forth in the Statement, it is advisable that
the Trust issue a notice of special dividend period for a series of
Preferred Shares as contemplated by the request. If advisable, the
Broker-Dealer(s) will determine the specific redemption provisions (such as
the designation of a Premium Call Period or a Non-Call Period) and will
give the Trust and the auction agent notice of its determination. If no
Broker-Dealer objects to the notice of special dividend period, the Trust
may issue such notice specifying the duration of the special dividend
period, the Bid Requirements, if any, and the specific redemption
provisions, if any.

Redemption

         Mandatory Redemption. The Trust is required to maintain (a) a
Discounted Value of its portfolio equal to the Preferred Shares Basic
Maintenance Amount and (b) the Investment Company Act Preferred Shares
Asset Coverage. If the Trust fails to maintain such asset coverage amounts
and does not timely cure such failure in accordance with the requirements
of the rating agency that rates the Preferred Shares, the Trust must redeem
all or a portion of the Preferred Shares. This mandatory redemption will
take place on a date that the board of trustees specifies out of legally
available funds in accordance with the Agreement and Declaration of Trust,
as amended and restated, the Statement Trust's charter and applicable law,
at the redemption price of $25,000 per share plus accumulated but unpaid
dividends (whether or not earned or declared) to the date fixed for
redemption. The number of Preferred Shares that must be redeemed in order
to cure such failure will be allocated pro rata among the outstanding
Preferred Shares of the Trust. The mandatory redemption will be limited to
the number of Preferred Shares necessary to restore the required Discounted
Value or the Investment Company Act Preferred Shares Asset Coverage, as the
case may be.

         Optional Redemption. The Trust, at its option, may redeem the
shares of each series of Preferred Shares, in whole or in part, out of
funds legally available therefore. Any optional redemption will occur on a
dividend payment date at the optional redemption price per share of $25,000
per share plus an amount equal to accumulated but unpaid dividends to the
date fixed for redemption, plus the premium, if any, resulting from the
designation of a Premium Call Period. No shares of a series of Preferred
Shares may be redeemed during a Non-Call Period or if the redemption would
cause the Trust to violate the 1940 Act or applicable law. In addition,
holders of a series of Preferred Shares may be entitled to receive
additional dividends if the redemption causes the Trust to make a
Retroactive Taxable Allocation. The Trust has the authority to redeem the
series of Preferred Shares for any reason.

Liquidation

         If the Trust is liquidated, the holders of any series of
outstanding Preferred Shares will receive the liquidation preference on
such series, plus all accumulated but unpaid dividends, plus (i) the
premium, if any, resulting from the designation of a Premium Call Period
and (ii) any applicable additional dividends payable before any payment is
made to the common shares. The holders of Preferred Shares will be entitled
to receive these amounts from the assets of the Trust available for
distribution to its shareholders. In addition, the rights of holders of
Preferred Shares to receive these amounts are subject to the rights of
holders of any series or class of shares, including other series of
preferred shares, ranking on a parity with the Preferred Shares with
respect to the distribution of assets upon liquidation of the Trust. After
the payment to the holders of Preferred Shares of the full preferential
amounts as described, the holders of Preferred Shares will have no right or
claim to any of the remaining assets of the Trust.

         For purpose of the foregoing paragraph, a voluntary or involuntary
liquidation of the Trust does not include:

         o   the sale of all or substantially all the property or business
             of the Trust;

         o   the merger or consolidation of the Trust into or with any
             other corporation; or

         o   the merger or consolidation of any other corporation into or
             with the Trust.

Rating Agency Guidelines and Asset Coverage

         The Trust is required under guidelines of Moody's and S&P to
maintain assets having in the aggregate a Discounted Value at least equal
to the Preferred Shares Basic Maintenance Amount. Moody's and S&P have each
established separate guidelines for calculating Discounted Value. To the
extent any particular portfolio holding does not satisfy a rating agency's
guidelines, all or a portion of the holding's value will not be included in
the rating agency's calculation of Discounted Value. The Moody's and S&P
guidelines do not impose any limitations on the percentage of the Trust's
assets that may be invested in holdings not eligible for inclusion in the
calculation of the Discounted Value of the Trust's portfolio. The amount of
ineligible assets included in the Trust's portfolio at any time may vary
depending upon the rating, diversification and other characteristics of the
eligible assets included in the portfolio. The Preferred Shares Basic
Maintenance Amount includes the sum of (a) the aggregate liquidation
preference of the Preferred Shares then outstanding and (b) certain accrued
and projected payment obligations of the Trust.

         The Trust is also required under the Investment Company Act to
maintain asset coverage of at least 200% with respect to senior securities
which are equity shares, including the Preferred Shares ("Investment
Company Act Preferred Shares Asset Coverage"). The Trust's Investment
Company Act Preferred Shares Asset Coverage is tested as of the last
business day of each month in which any senior equity securities are
outstanding. The minimum required Investment Act Preferred Shares Asset
Coverage amount of 200% may be increased or decreased if the Investment
Company Act is amended. Based on the composition of the portfolio of the
Trust and market conditions as of , 2001, the Investment Company Act
Preferred Shares Asset Coverage with respect to all of the Trust's
preferred shares, assuming the issuance on that date of all Preferred
Shares offered hereby and giving effect to the deduction of related sales
load and related offering costs estimated at $ , would have been computed
as follows:


    Value of Trust assets less liabilities
      not constituting senior securities       =         $    =             %
- ----------------------------------------------      ----------
 Senior securities representing indebtedness             $
                     plus
  liquidation value of the preferred shares

         In the event the Trust does not timely cure a failure to maintain
(a) a Discounted Value of its portfolio equal to the Preferred Shares Basic
Maintenance Amount or (b) the Investment Company Act Preferred Shares Asset
Coverage, in each case in accordance with the requirements of the rating
agency or agencies then rating the Preferred Shares, the Trust will be
required to redeem Preferred Shares as described under
"--Redemption--Mandatory Redemption" above.

         Pursuant to S&P guidelines, the Trust is required under its
Statement to have Deposit Securities with maturity or tender payment dates
not later than the next dividend payment date for the Preferred Shares
(collectively, "Dividend Coverage Assets") and having in the aggregate a
value not less than the Dividend Coverage Amount (the "Minimum Liquidity
Level"). The "Dividend Coverage Amount," as of any Valuation Date, means
(A) the aggregate amount of cash dividends that will accumulate on
outstanding Preferred Shares to (but not including) the next dividend
payment date that follows the Valuation Date, less (B) the combined fair
market value of Deposit Securities irrevocably deposited for the payment of
cash dividends on Preferred Shares. "Deposit Securities" means cash, the
book value of municipal obligations sold for which payment is due within
five business days and before the next Valuation Date and municipal
obligations rated at least A-1 + or SP-I + by S&P, VMIG-1 or MIG-1 by
Moody's. The definitions of "Deposit Securities," "Dividend Coverage
Assets" and "Dividend Coverage Amount" may be changed from time to time by
the Trust without shareholder approval, but only in the event the Trust
receives confirmation from S&P that any such change would not impair the
ratings then assigned by S&P to Preferred Shares. The Trust needs to comply
with the S&P Minimum Liquidity Level only for so long as S&P rates the
Preferred Shares. The Minimum Liquidity Level is tested as of each
Valuation Date (ordinarily every Friday).

         The Trust may, but is not required to, adopt any modifications to
the guidelines that may be established by Moody's or S&P. Failure to adopt
any such modifications, however, may result in a change in the ratings
described above or a withdrawal of ratings altogether. In addition, any
rating agency providing a rating for the Preferred Shares may, at any time,
change or withdraw any such rating. The Board may, without shareholder
approval, amend, alter or repeal any or all of the definitions and related
provisions which have been adopted by the Trust pursuant to the rating
agency guidelines in the event the Trust receives written confirmation from
Moody's or S&P, as the case may be, that any such amendment, alteration or
repeal would not impair the rating then assigned to the Preferred Shares.

         As recently described by Moody's and S&P, a preferred stock rating
is an assessment of the capacity and willingness of an issuer to pay
preferred stock obligations. The rating on the Preferred Shares is not a
recommendation to purchase, hold or sell those shares, inasmuch as the
rating does not comment as to market price or suitability for a particular
investor. The rating agency guidelines described above also do not address
the likelihood that an owner of Preferred Shares will be able to sell such
shares in an auction or otherwise. The rating is based on current
information furnished to Moody's and S&P by the Trust and the Advisor and
information obtained from other sources. The rating may be changed,
suspended or withdrawn as a result of changes in, or the unavailability of,
such information. The common shares have not been rated by a nationally
recognized statistical rating organization.

         The rating agency's guidelines will apply to the Preferred Shares
only so long as the rating agency is rating the shares. The Trust will pay
certain fees to Moody's and S&P for rating the Preferred Shares.

Voting Rights

         Except as otherwise provided in this prospectus and in the
Statement of Additional Information or as otherwise required by law,
holders of Preferred Shares will have equal voting rights with holders of
common shares and any other preferred shares (one vote per share) and will
vote together with holders of common shares and any preferred shares as a
single class.

         Holders of outstanding preferred shares, including Preferred
Shares, voting as a separate class, are entitled to elect two of the
Trust's trustees. The remaining trustees are elected by holders of common
shares and preferred shares, including Preferred Shares, voting together as
a single class. In addition, if at any time dividends (whether or not
earned or declared) on outstanding preferred shares, including Preferred
Shares, are due and unpaid in an amount equal to two full years of
dividends, and sufficient cash or specified securities have not been
deposited with the auction agent for the payment of such dividends, then,
the sole remedy of holders of outstanding preferred shares, including
Preferred Shares, is that the number of trustees constituting the Board
will be automatically increased by the smallest number that, when added to
the two trustees elected exclusively by the holders of preferred shares
including Preferred Shares as described above, would constitute a majority
of the Board. The holders of preferred shares, including Preferred Shares,
will be entitled to elect that smallest number of additional trustees at a
special meeting of shareholders held as soon as possible and at all
subsequent meetings at which trustees are to be elected. The terms of
office of the persons who are trustees at the time of that election will
continue. If the Trust thereafter shall pay, or declare and set apart for
payment, in full, all dividends payable on all outstanding preferred
shares, including Preferred Shares, the special voting rights stated above
will cease, and the terms of office of the additional trustees elected by
the holders of preferred shares, including Preferred Shares, will
automatically terminate.

         As long as any Preferred Shares are outstanding, the Trust will
not, without the affirmative vote or consent of the holders of at least a
majority of the Preferred Shares outstanding at the time (voting as a
separate class):

             (a) authorize, create or issue, or increase the authorized or
         issued amount of, any class or series of stock ranking prior to or
         on a parity with the Preferred Shares with respect to payment of
         dividends or the distribution of assets on liquidation, or
         increase the authorized amount of the Preferred Shares or any
         other preferred stock, unless, in the case of shares of preferred
         stock on parity with the Preferred Shares, the Trust obtains
         written confirmation from Moody's (if Moody's is then rating
         preferred shares), S&P (if S&P is then rating preferred shares) or
         any substitute rating agency (if any such substitute rating agency
         is then rating preferred shares) that the issuance of a class or
         series would not impair the rating then assigned by such rating
         agency to the Preferred Shares and the Trust continues to comply
         with Section 13 of the Investment Company Act, the Investment
         Company Act Preferred Shares Asset Coverage requirements and the
         Preferred Shares Basic Maintenance Amount requirements, in which
         case the vote or consent of the holders of the Preferred Shares is
         not required;

             (b) amend, alter or repeal the provisions of the Agreement and
         Declaration of Trust, as amended and restated, or the Statement,
         by merger, consolidation or otherwise, so as to adversely affect
         any preference, right or power of the Preferred Shares or holders
         of Preferred Shares;

             (c) authorize the Trust's conversion from a closed-end to an
         open-end investment company; or

             (d) amend the provisions of the Agreement and Declaration of
         Trust, as amended and restated, or the Statement, which provide
         for the classification of the board of directors of the Trust into
         three classes, each with a term of office of three years with only
         one class of directors standing for election in any year.

         To the extent permitted under the Investment Company Act, the
Trust will not approve any of the actions set forth in (a) or (b) above
which adversely affects the rights expressly set forth in the Agreement and
Declaration of Trust, as amended and restated, or the Statement, of a
holder of shares of a series of preferred shares differently than those of
a holder of shares of any other series of preferred shares without the
affirmative vote or consent of the holders of at least a majority of the
shares of each series adversely affected. Unless a higher percentage is
provided for under the Agreement and Declaration of Trust, as amended and
restated, or the Statement, the affirmative vote of the holders of a
majority of the outstanding Preferred Shares, voting together as a single
class, will be required to approve any plan of reorganization (including
bankruptcy proceedings) adversely affecting such shares of any action
requiring a vote of security holders under Section 13(a) of the 1940 Act.
However, to the extent permitted by the Agreement and Declaration of Trust,
as amended and restated, or the Statement, no vote of holders of common
stock, either separately or together with holders of preferred shares as a
single class, is necessary to take the actions contemplated by (a) and (b)
above. The holders of common shares will not be entitled to vote in respect
of such matters, unless, in the case of the actions contemplated by (b)
above, the action would adversely affect the contract rights of the holders
of common shares expressly set forth in the Trust's charter.

         The foregoing voting provisions will not apply with respect to
Preferred Shares if, at or prior to the time when a vote is required, such
shares have been (i) redeemed or (ii) called for redemption and sufficient
funds have been deposited in trust to effect such redemption.


                                THE AUCTION

General

         The Statement provides that, except as otherwise described in this
prospectus, the applicable rate for the shares of each series of Preferred
Shares for each dividend period after the initial dividend period will be
the rate that results from an auction conducted as set forth in the
Statement and summarized below. In such an auction, persons determine to
hold or offer to sell or, based on dividend rates bid by them, offer to
purchase or sell shares of a series of Preferred Shares. See the Statement
included in the statement of additional information for a more complete
description of the auction process.

         Auction Agency Agreement. The Trust will enter into an auction
agency agreement with the auction agent currently, Bankers Trust Company)
which provides, among other things, that the auction agent will follow the
auction procedures to determine the applicable rate for shares of each
series of Preferred Shares, so long as the applicable rate for shares of
such series of Preferred Shares is to be based on the results of an
auction.

         The auction agent may terminate the auction agency agreement upon
60 days notice to the Trust. If the auction agent should resign, the Trust
will use its best efforts to enter into an agreement with a successor
auction agent containing substantially the same terms and conditions as the
auction agency agreement. The Trust may remove the auction agent provided
that, prior to removal, the Trust has entered into a replacement agreement
with a successor auction agent.

         Broker-Dealer Agreements. Each auction requires the participation
of one or more Broker-Dealers. The auction agent will enter into agreements
with several Broker-Dealers selected by the Trust, which provide for the
participation of those Broker-Dealers in auctions for Preferred Shares.

         The auction agent will pay to each Broker-Dealer after each
auction, from funds provided by the Trust, a service charge at the annual
rate of 1/4 to 1% in the case of any auction before a dividend period of
364 days or less, or a percentage agreed to by the Trust and the
Broker-Dealers, in the case of any auction before a dividend period of 365
days or longer, of the purchase price of Preferred Shares placed by a
Broker-Dealer at the auction.

         The Trust may request the auction agent to terminate one or more
Broker-Dealer Agreements at any time upon five days' notice, provided that
at least one Broker-Dealer Agreement is in effect after termination of the
agreement.

Auction Procedures

         Prior to the submission deadline on each auction date for shares
of a series of Preferred Shares, each customer of a Broker-Dealer who is
listed on the records of that Broker-Dealer (or, if applicable, the auction
agent) as a beneficial owner of such series of Preferred Shares may submit
the following types of orders with respect to shares of such series of
Preferred Shares to that Broker-Dealer.


             1. Hold order -- indicating its desire to hold shares of such
         series without regard to the applicable rate for the next dividend
         period.

             2. Bid -- indicating its desire to sell shares of such series
         at $25,000 per share if the applicable rate for shares of such
         series for the next dividend period is less than the rate or
         spread specified in the bid.

             3. Sell order -- indicating its desire to sell shares of such
         series at $25,000 per share without regard to the applicable rate
         for shares of such series for the next dividend period.

         A beneficial owner may submit different types of orders to its
Broker-Dealer with respect to shares of a series of Preferred Shares then
held by the beneficial owner. A beneficial owner for shares of such series
that submits its bid with respect to shares of such series to its
Broker-Dealer having a rate higher than the maximum applicable rate for
shares of such series on the auction date will be treated as having
submitted a sell order to its Broker-Dealer. A beneficial owner of shares
of such series that fails to submit an order to its Broker-Dealer with
respect to such shares will ordinarily be deemed to have submitted a hold
order with respect to such shares of such series to its Broker-Dealer.
However, if a beneficial owner of shares of such series fails to submit an
order with respect to such shares of such series to its Broker- Dealer for
an auction relating to a dividend period of more than seven days, such
beneficial owner will be deemed to have submitted a sell order to its
Broker-Dealer. A sell order constitutes an irrevocable offer to sell the
Preferred Shares subject to the sell order. A beneficial owner that offers
to become the beneficial owner of additional Preferred Shares is, for
purposes of such offer, a potential holder as discussed below.

         A potential holder is either a customer of a Broker-Dealer that is
not a beneficial owner of a series of Preferred Shares but that wishes to
purchase shares of such series or that is a beneficial owner of shares of
such series that wishes to purchase additional shares of such series. A
potential holder may submit bids to its Broker-Dealer in which it offers to
purchase shares of such series at $25,000 per share if the applicable rate
for shares of such series for the next dividend period is not less than the
specified in such bid. A bid placed by a potential holder of shares of such
series specifying a rate higher than the maximum applicable rate for shares
of such series on the auction date will not be accepted.

         Any bid by an existing holder of shares of a series that specifies
a spread is not included in any Bid Requirements or which a spread is not
included in any Bid Requirements or in which there are no Bid Requirements
and an order that does not specify a spread with respect to an auction in
which a spread is included in any Bid Requirement shall be treated as a
sell order.

         The Broker-Dealers in turn will submit the orders of their
respective customers who are beneficial owners and potential holders to the
auction agent. They will designate themselves (unless otherwise permitted
by the Trust) as existing holders of shares subject to orders submitted or
deemed submitted to them by beneficial owners. They will designate
themselves as potential holders of shares subject to orders submitted to
them by potential holders. However, neither the Trust nor the auction agent
will be responsible for a Broker-Dealer's failure to comply with these
procedures. Any order placed with the auction agent will be responsible for
a Broker-Dealer's failure to comply with these procedures. Any order placed
with the auction agent by a Broker-Dealer as or on behalf of an existing
holder or a potential holder will be treated the same way as an order
placed with a Broker-Dealer by a beneficial owner or potential holder.
Similarly, any failure by a Broker-Dealer to submit to the auction agent an
order for any Preferred Shares held by it or customers who are beneficial
owners will be treated as a beneficial owner's failure to submit to its
Broker-Dealer an order in respect of Preferred Shares held by it. A
Broker-Dealer may also submit orders to the auction agent for its own
account as an existing holder or potential holder, provided it is not an
affiliate of the Trust.

         There are sufficient clearing bids for shares of a series in an
auction if the number of shares of such series subject to bids submitted or
deemed submitted to the auction agent by Broker-Dealers for potential
holders with rates or spreads equal to or lower than the maximum applicable
rate for such series is at least equal to the number of shares of such
series subject to sell orders submitted or deemed submitted to the auction
agent by Broker-Dealers for existing holders of such series. If there are
sufficient clearing bids for shares of a series, the applicable rate for
shares of such series for the next succeeding dividend period thereof will
be the lowest rate specified in the submitted bids which, taking into
account such rate and all lower rates bid by Broker-Dealers as or on behalf
of existing holders and potential holders, would result in existing holders
and potential holders owning the shares of such series available for
purchase in the auction.

         If there are not sufficient clearing bids for shares of such
series, the applicable rate for the next dividend period will be the
maximum applicable rate for shares of such series on the auction date. If
this happens, beneficial owners of shares of such series that have
submitted or are deemed to have submitted sell orders may not be able to
sell in the auction all shares of such series subject to such sell orders.
If all of the outstanding shares of such series are the subject of
submitted hold orders, then the dividend period following the auction will
automatically be the same length as the preceding dividend period for such
series. The applicable rate for the next dividend period will then be:

         o   the higher of the 30-day "AA" Composite Commercial Paper Rate
             and the Taxable Equivalent of the Short- Term Municipal Bond
             Rate, multiplied by

         o   1 minus the maximum marginal regular Federal individual or
             corporate income tax rate (whichever is higher) then
             applicable to ordinary income (or 90% of such rate if the
             Trust has provided notification to the auction agent prior to
             the auction establishing the applicable rate that net capital
             gains or other taxable income will be included in such
             dividend on such series) on the date of the auction.

         The "30-day 'AA' Composite Commercial Paper Rate" is the 30-day
rate on commercial paper issued by corporations whose bonds are rated AA by
S&P as made available by the Federal Reserve Bank of New York or, if such
rate is not made available by the Federal Reserve Bank of New York, the
arithmetic average of such rates as quoted to the auction agent by or such
other commercial paper dealer as may be appointed by the Trust.

         "Taxable Equivalent of the Short-Term Municipal Bond Rate" means
90% of an amount equal to the per annum rate payable on taxable bonds in
order for such rate, on an after-tax basis, to equal the per annum rate
payable on tax- exempt bonds issued by "high grade" issuers as determined
in accordance with the procedures set forth in the Statement.

         The auction procedure includes a pro rata allocation of shares for
purchase and sale, which may result in an existing holder continuing to
hold or selling, or a potential holder purchasing, a number of shares of a
series of Preferred Shares that is different than the number of shares of
such series specified in its order. To the extent the allocation procedures
have that result, Broker-Dealers that have designated themselves as
existing holders or potential holders in respect of customer orders will be
required to make appropriate pro rata allocations among their respective
customers.

         Settlement of purchases and sales will be made on the next
business day (which is also a dividend payment date) after the auction date
through DTC. Purchasers will make payment through their Agent Members in
same-day funds to DTC against delivery to their respective Agent Members.
DTC will make payment to the sellers' Agent Members in accordance with
DTC's normal procedures, which now provide for payment against delivery by
their Agent Members in same-day funds.

         The auctions for Series will normally be held every , and each
subsequent dividend period will normally begin on the following . The
auctions for Series will normally be held every , and each subsequent
dividend period will normally begin on the following .

         Whenever the Trust intends to include any net capital gains or
other income taxable for Federal income tax purposes in any dividend on
Preferred Shares, the Trust may notify the auction agent of the amount to
be so included not later than the dividend payment date before the auction
date. Whenever the auction agent receives such notice from the Trust, it
will be required in turn to notify each Broker-Dealer, who, on or prior to
such auction date, will be required to notify its customers who are
beneficial owners and potential holders believed by it to be interested in
submitting an order in the auction to be held on such auction date. In the
event of such notice, the Trust will not be required to pay an Additional
Dividend with respect to such dividend.

Secondary Market Trading and Transfers of Preferred Shares

         The Broker-Dealers are expected to maintain a secondary trading
market in Preferred Shares outside of auctions, but are not obligated to do
so, and may discontinue such activity at any time. There can be no
assurance than any secondary trading market in Preferred Shares will
provide owners with liquidity of investment. The Preferred Shares are not
registered on any stock exchange or on the Nasdaq Stock Market. Investors
who purchase shares in an auction for a special dividend period in which
the Bid Requirements, if any, do not require a bid to specify a spread,
should note that because the dividend rate on such shares will be fixed for
the length of such dividend period, the value of the shares may fluctuate
in response to changes in interest rates and may be more or less than their
original cost if sold on the open market in advance of the next auction.
Investors who purchase shares in an auction for a special dividend period
in which the Bid Requirements require a bid to specify a spread should be
aware that the value of their shares may also fluctuate and may be more or
less than their original cost if sold in the open market in advance of the
next auction, particularly if market spreads narrow or widen in a manner
unfavorable to such purchaser's position.

         A beneficial owner or an existing holder may sell, transfer or
otherwise dispose of Preferred Shares only in whole shares and only:

         o   pursuant to a bid or sell order placed with the auction agent
             in accordance with the auction procedures;

         o   to a Broker-Dealer; or

         o   to such other persons as may be permitted by the Trust;
             provided, however, that

         o   a sale, transfer or other disposition of Preferred Shares from
             a customer of Broker-Dealer who is listed on the records of
             that Broker-Dealer as the holder of such shares to that
             Broker-Dealer or another customer of that Broker-Dealer shall
             not be deemed to be a sale, transfer or other disposition if
             such Broker-Dealer remains the existing holder of the shares;
             and

         o   in the case of all transfers other than pursuant to auctions,
             the Broker-Dealer (or other person, if permitted by the Trust)
             to whom such transfer is made will advise the auction agent of
             such transfer.


                        DESCRIPTION OF COMMON SHARES

         In addition to the Preferred Shares, the Agreement and Declaration
of Trust, as amended and restated, authorizes the issuance of an unlimited
number of common shares of beneficial interest, par value $.001 per share.
Each common share has one vote and is fully paid and non-assessable, except
that the trustees shall have the power to cause shareholders to pay
expenses of the Trust by setting off charges due from common shareholders
from declared but unpaid dividends or distributions owed the common
shareholders and/or by reducing the number of common shares owned by each
respective common shareholder. So long as any Preferred Shares are
outstanding, the holders of common shares will not be entitled to receive
any distributions from the Trust unless all accrued dividends on Preferred
Shares have been paid, unless asset coverage (as defined in the Investment
Company Act) with respect to Preferred Shares would be at least 200% after
giving effect to the distributions and unless certain other requirements
imposed by any rating agencies rating the Preferred Shares have been met.
All common shares are equal as to dividends, assets and voting privileges
and have no conversion, preemptive or other subscription rights.

         The Trust's common shares are traded on the New York Stock
Exchange under the symbol "BFZ".


                    CERTAIN PROVISIONS IN THE AGREEMENT
                          AND DECLARATION OF TRUST

         The Agreement and Declaration of Trust, as amended and restated,
includes provisions that could have the effect of limiting the ability of
other entities or persons to acquire control of the Trust or to change the
composition of its board of trustees. This could have the effect of
depriving shareholders of an opportunity to sell their shares at a premium
over prevailing market prices by discouraging a third party from seeking to
obtain control over the Trust. Such attempts could have the effect of
increasing the expenses of the Trust and disrupting the normal operation of
the Trust. The board of trustees is divided into three classes, with the
terms of one class expiring at each annual meeting of shareholders. At each
annual meeting, one class of trustees is elected to a three-year term. This
provision could delay for up to two years the replacement of a majority of
the board of trustees. A trustee may be removed from office by the action
of a majority of the remaining trustees followed by a vote of the holders
of at least 75% of the shares then entitled to vote for the election of the
respective trustee.

         In addition, the Trust's Agreement and Declaration of Trust, as
amended and restated, requires the favorable vote of a majority of the
Trust's board of trustees followed by the favorable vote of the holders of
at least 75% of the outstanding shares of each affected class or series of
the Trust, voting separately as a class or series, to approve, adopt or
authorize certain transactions with 5% or greater holders of a class or
series of shares and their associates, unless the transaction has been
approved by at least 80% of the trustees, in which case "a majority of the
outstanding voting securities" (as defined in the Investment Company Act)
of the Trust shall be required. For purposes of these provisions, a 5% or
greater holder of a class or series of shares (a "Principal Shareholder")
refers to any person who, whether directly or indirectly and whether alone
or together with its affiliates and associates, beneficially owns 5% or
more of the outstanding shares of any class or series of shares of
beneficial interest of the Trust.

         The 5% holder transactions subject to these special approval
requirements are:

         o   the merger or consolidation of the Trust or any subsidiary of
             the Trust with or into any Principal Shareholder;

         o   the issuance of any securities of the Trust to any Principal
             Shareholder for cash, except pursuant to the Dividend
             Reinvestment Plan;

         o   the sale, lease or exchange of all or any substantial part of
             the assets of the Trust to any Principal Shareholder, except
             assets having an aggregate fair market value of less than
             $1,000,000, aggregating for the purpose of such computation
             all assets sold, leased or exchanged in any series of similar
             transactions within a twelve-month period; or

         o   the sale, lease or exchange to the Trust or any subsidiary of
             the Trust, in exchange for securities of the Trust, of any
             assets of any Principal Shareholder, except assets having an
             aggregate fair market value of less than $1,000,000,
             aggregating for purposes of such computation all assets sold,
             leased or exchanged in any series of similar transactions
             within a twelve-month period.

             To convert the Trust to an open-end investment company, the
Trust's Agreement and Declaration of Trust, as amended and restated,
requires the favorable vote of a majority of the board of the trustees
followed by the favorable vote of the holders of at least 75% of the
outstanding shares of each affected class or series of shares of the Trust,
voting separately as a class or series, unless such amendment has been
approved by at least 80% of the trustees, in which case "a majority of the
outstanding voting securities" (as defined in the Investment Company Act)
of the Trust shall be required. The foregoing vote would satisfy a separate
requirement in the Investment Company Act that any conversion of the Trust
to an open-end investment company be approved by the shareholders. If
approved in the foregoing manner, conversion of the Trust to an open-end
investment company could not occur until 90 days after the shareholders'
meeting at which such conversion was approved and would also require at
least 30 days' prior notice to all shareholders. Conversion of the Trust to
an open-end investment company would require the redemption of all
outstanding Preferred Shares. The board of trustees believes, however, that
the closed-end structure is desirable in light of the Trust's investment
objective and policies. Therefore, you should assume that it is not likely
that the board of trustees would vote to convert the Trust to an open-end
fund.

         To liquidate the Trust, the Trust's Agreement and Declaration of
Trust, as amended and restated, requires the favorable vote of a majority
of the board of trustees followed by the favorable vote of the holders of
at least 75% of the outstanding shares of each affected class or series of
the Trust, voting separately as a class or series, unless such amendment
has been approved by at least 80% of the trustees, in which case "a
majority of the outstanding voting securities" (as defined in the
Investment Company Act) of the Trust shall be required.

         For the purposes of calculating "a majority of the outstanding
voting securities" under the Trust's Agreement and Declaration of Trust, as
amended and restated, each class or series of the Trust shall vote together
as a single class, except to the extent required by the 1940 Act or the
Trust's Agreement and Declaration of Trust, as amended and restated, with
respect to any class or series of shares. If a separate class vote is
required, the applicable proportion of shares of the class or series voting
as a separate class or series, also will be required.

         The board of trustees has determined that provisions with respect
to the board of trustees and the shareholder voting requirements described
above, which voting requirements are greater than the minimum requirements
under Delaware law or the Investment Company Act, are in the best interest
of shareholders generally. Reference should be made to the Agreement and
Declaration of Trust, as amended and restated, on file with the Securities
and Exchange Commission for the full text of these provisions.


                        REPURCHASE OF COMMON SHARES

         Shares of closed-end investment companies often trade at a
discount to their net asset values, and the Trust's common shares may also
trade at a discount to their net asset value. The market price of the
Trust's common shares will be determined by such factors as relative demand
for and supply of such common shares in the market, the Trust's net asset
value, general market and economic conditions and other factors beyond the
control of the Trust, Although the Trust's common shareholders will not
have the right to redeem their common shares, the Trust may take action to
repurchase common shares in the open market or make tender offers for its
common shares at their net asset value, This may have the effect of
reducing any market discount from net asset value. Any such repurchase may
cause the Trust to repurchase Preferred Shares to maintain asset coverage
requirements imposed by the Investment Company Act or any rating agency
rating the Preferred Shares at that time.


                                TAX MATTERS

Federal Income Tax Matters

         The Trust intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code") and intends to distribute substantially all of its net income and
gains to its shareholders. Therefore, it is not expected that the Trust
will be subject to any Federal income tax. Substantially all of the Trust's
dividends to the common shareholders and Preferred Shareholders will
qualify as "exempt-interest dividends." A shareholder treats an
exempt-interest dividend as interest on state and local bonds which is
exempt from regular Federal income tax. Some or all of an exempt-interest
dividend, however, may be subject to Federal alternative minimum tax
imposed on the shareholder. Different Federal alternative minimum tax rules
apply to individuals and to corporations. In addition to exempt-interest
dividends, the Trust also may distribute to its shareholders amounts that
are treated as long-term capital gain or ordinary income. The Trust will
allocate distributions to shareholders that are treated as tax-exempt
interest and as long-term capital gain and ordinary income, if any,
proportionately among the common shares and the Preferred Shares. The Trust
intends to notify Preferred Shareholders in advance if it will allocate
income to them that is not exempt from regular Federal income tax. In
certain circumstances, the Trust will make payments to Preferred
Shareholders to offset the tax effects of the taxable distribution. See
"Description of Preferred Shares -- Dividends and Dividend Periods --
Additional Dividends." The sale or other disposition of common shares or
Preferred Shares of the Trust will normally result in capital gain or loss
to shareholders. Present law taxes both long-term and short-term capital
gains of corporations at the rates applicable to ordinary income. For
non-corporate taxpayers, under current law short-term capital gains and
ordinary income will be taxed at a maximum rate of 39.6% while long-term
capital gains will generally be taxed at a maximum rate of 20%. Because of
certain limitations on itemized deductions and the deduction for personal
exemptions applicable to higher income taxpayers, the effective rate of tax
may be higher in certain circumstances. Losses realized by a shareholder on
the sale or exchange of shares of the Trust held for six months or less are
disallowed to the extent of any exempt-interest dividends received with
respect to such shares, and, if not disallowed, such losses are treated as
long-term capital losses to the extent of any distribution of net capital
gain received with respect to such shares. A shareholder's holding period
is suspended for any periods during which the shareholder's risk of loss is
diminished as a result of holding one or more other positions in
substantially similar or related property, or through certain options or
short sales. Any loss realized on a sale or exchange of shares of the Trust
will be disallowed to the extent those shares of the Trust are replaced by
other shares within a period of 61 days beginning 30 days before and ending
30 days after the date of disposition of the original shares. In that
event, the basis of the replacement shares of the Trust will be adjusted to
reflect the disallowed loss. The statement of additional information
contains a more detailed summary of the Federal tax rules that apply to the
Trust and its shareholders. Legislative, judicial or administrative action
may change the tax rules that apply to the Trust or its shareholders, and
any such change may be retroactive. You should consult with your tax
adviser about Federal income tax matters.

California Tax Matters

         Under existing California income tax law, if at the close of each
quarter of the Trust's taxable year at least 50% of the value of its total
assets consists of obligations that, when held by individuals, pay interest
that is exempt from tax under California law, shareholders of the Trust who
are subject to California personal income tax will not be subject to such
tax on distributions with respect to their shares of the Trust to the
extent that such distributions are attributable to such tax-exempt interest
from such obligations (less expenses applicable thereto). If such
distributions are received by a corporation subject to the California
franchise tax, however, the distributions will be includable in its gross
income for purposes of determining its California franchise tax.
Corporations subject to the California corporate income tax may be subject
to such taxes with respect to distributions from the Trust. Under
California personal property tax law, securities owned by the Trust and any
interest thereon are exempt from such personal property tax.

         Generally, any proceeds paid to the Trust under an insurance
policy which represent matured interest on defaulted obligations should be
exempt from California personal income tax if, and to the same extent that,
such interest would have been exempt if paid by the issuer of such
defaulted obligations. California tax laws substantially incorporate those
provisions of the Code governing the treatment of regulated investment
companies.

         The state tax discussion set forth above is for general
information only. Prospective investors should consult their own tax
advisors regarding the specific state tax consequences of holding and
disposing of shares of the Trust as well as the effects of Federal, local
and foreign tax law and any proposed tax law changes.

                                UNDERWRITING

         Subject to the terms and conditions of the underwriting agreement
dated the date hereof, each underwriter named below has severally agreed to
purchase, and the Trust has agreed to sell to such underwriter, the number
of Preferred Shares set forth opposite the name of such underwriter.


         Name                               Number of Shares
         ----
                                 --------------------------------------
                                      Series                Series
                                 -----------------     ----------------
List..........................
         Total................
                                 =================     ================

         The underwriting agreement provides that the obligations of the
underwriters to purchase the shares included in this offering are subject
to the approval of certain legal matters by counsel and to certain other
conditions. The underwriters are obligated to purchase all the Preferred
Shares if they purchase any shares. In the underwriting agreement, the
Trust, BlackRock Advisors and BlackRock Financial Management have agreed to
indemnify the underwriters against certain liabilities, including
liabilities arising under the Securities Act of 1933, or to contribute
payments the underwriters may be required to make for any of those
liabilities.

         The underwriters, , propose to initially offer some of the
Preferred Shares directly to the public at the public offering price set
forth on the cover page of this prospectus and some of the Preferred Shares
to certain dealers at the public offering price less a concession not in
excess of $ per share. The sales load the Trust will pay of $ per share is
equal to % of the initial offering price. The underwriters may allow, and
such dealers may reallow, a concession not in excess of $ per share on
sales to certain other dealers. After the initial public offering, the
underwriters may change the public offering price and the concession.
Investors must pay for any Preferred Shares purchased in the initial public
offering on or before 2001.

         The Trust anticipates that the underwriters may from time to time
act as brokers or dealers in executing the Trust's portfolio transactions
after they have ceased to be underwriters. The underwriters are active
underwriters of, and dealers in, securities and act as market makers in a
number of such securities, and therefore can be expected to engage in
portfolio transactions with the Trust.

         The Trust anticipates that the underwriters or one of their
respective affiliates may, from time to time, act in auctions as
Broker-Dealers and receive fees as set forth under "The Auction."


                CUSTODIAN AND TRANSFER AGENT; AUCTION AGENT

         The Custodian of the assets of the Trust is State Street Bank and
Trust Company, 225 Franklin Street, Boston, Massachusetts 02110. The
Custodian performs custodial, fund accounting and portfolio accounting
services. EquiServe Trust Company, N.A., 150 Royall Street, Canton,
Massachusetts 02021, acts as the Trust's Transfer Agent with respect to the
common shares.

         Bankers Trust Company, 4 Albany Street, New York, New York 10006,
a banking corporation organized under the laws of New York, is the auction
agent with respect to the Preferred Shares and acts as transfer agent,
registrar, dividend disbursing agent, and redemption agent with respect to
such shares.


                               LEGAL OPINIONS

         Certain legal matters in connection with the Preferred Shares
offered hereby will be passed upon for the Trust by Skadden, Arps, Slate,
Meagher & Flom LLP, New York, and for the underwriters by Simpson Thacher &
Bartlett, New York, New York.

                           AVAILABLE INFORMATION

         The Trust is subject to the informational requirements of the
Securities Exchange Act of 1934 and the Investment Company Act and is
required to file reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). These documents can be
inspected and copied for a fee at the SEC's public reference room, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's New York
Regional Office, Seven World Trade Center, New York, New York 10048 and
Chicago Regional Office, Suite 1400, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661-2511. Reports, proxy statements,
and other information about the Trust can be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

         This prospectus does not contain all of the information in the
Trust's registration statement, including amendments, exhibits, and
schedules. Statements in this prospectus about the contents of any contact
or other document are not necessarily complete and in each instance
reference is made to the copy of the contact or other document filed as an
exhibit to the registration statement, each such statement being qualified
in all respects by this reference.

         Additional information about the Trust and Preferred Shares can be
found in the Trust's registration statement (including amendments,
exhibits, and schedules) on Form N-2 filed with the SEC. The SEC maintains
a web site (http://www.sec.gov) that contains the Trust's registration
statement, other documents incorporated by reference, and other information
the Trust has filed electronically with the Commission, including proxy
statements and reports filed under the Securities Exchange Act of 1934.



                             TABLE OF CONTENTS
                FOR THE STATEMENT OF ADDITIONAL INFORMATION

Use of Proceeds.............................................................B-2
Investment Objective and Policies...........................................B-2
Investment Policies and Techniques..........................................B-4
Other Investment Policies and Techniques...................................B-10
Management of the Trust....................................................B-12
Portfolio Transactions and Brokerage.......................................B-18
Additional Information Concerning the Auctions for Preferred Shares........B-19
Description of Common Shares...............................................B-21
Repurchase of Common Shares................................................B-21
Tax Matters................................................................B-22
Experts....................................................................B-26
Additional Information.....................................................B-26
Independent Auditors' Report...............................................B-26
Financial Statements.......................................................B-29
APPENDIX A -      Statement of Preferences of Municipal Auction Rate
                  Cumulative Preferred Shares..............................AA-1
APPENDIX B -      Ratings of Investments...................................BB-1
APPENDIX C -      General Characteristics and Risks of
                  Hedging Transactions.....................................CC-1

         You should rely only on the information contained in this
prospectus. The Trust has not authorized anyone to provide you with
different information. The Trust is not making an offer of these securities
in any state where the offer is not permitted. You should not assume that
the information provided by this prospectus is accurate as of any date
other than the date on the front of this prospectus.


                                 APPENDIX A

                       TAXABLE EQUIVALENT YIELD TABLE

         The taxable equivalent yield is the current yield you would need
to earn on a taxable investment in order to equal a stated tax-free yield
on a municipal investment. To assist you to more easily compare municipal
investments like the Trust with taxable alternative investments, the table
below presents the taxable equivalent yields for a range of hypothetical
tax-free yields and tax rates:


Tax-Free Yields


      Tax        -------------------------------------------
      Rate        4.00%   4.50%  5.00%  5.50%  6.00%   6.50%
      ----        -----   -----  -----  -----  -----   -----
     15.0%        4.71%   5.29%  5.88%  6.47%  7.06%   7.65%
     27.5%        5.52%   6.21%  6.90%  7.59%  8.28%   8.97%
     30.5%        5.76%   6.47%  7.19%  7.91%  8.63%   9.35%
     35.5%        6.20%   6.98%  7.75%  8.53%  9.30%  10.08%
     39.1%        6.57%   7.39%  8.21%  9.03%  9.85%  10.67%


     The following tables show the approximate taxable yields for
individuals that are equivalent to tax-free yields under combined Federal
and California state taxes, using published 2001 marginal Federal tax rates
and marginal California tax rates currently available and scheduled to be
in effect.

<TABLE>
<CAPTION>


                                    2001


                                  Federal     State      Combined
                                   Tax        Tax         Tax
Single Return     Joint Return    Bracket    Bracket*     Bracket*        Taxable Equivalent Estimated Current Return
- -------------     ------------    -------    --------     --------        -------------------------------------------
<S>                                                                     <C>      <C>     <C>     <C>     <C>      <C>
                                                                       4.0%      4.5%     5.0%     5.5%    6.0%     6.5%
                                                                       ----     -----     ----     ----    ----     ----
$     0-27,050    $    0-45,200    15.00%     6.000%      20.10%       5.01%    5.63%     6.26%    6.88%   7.51%    8.14%

27,050-65,550    45,200-109,250    27.50      9.300       34.20        6.08     6.84      7.60     8.36    9.12     9.88

65,550-136,750   109,250-166,500   30.50      9.300       37.00        6.35     7.14      7.93     8.73    9.52     10.31

136,750-297,350  166,500-297,350   35.50      9.300       41.50        6.84     7.69      8.55     9.40   10.26     11.11
Over 297,350     Over 297,350      39.10      9.300       44.80        7.24     8.15      9.05     9.96   10.86     11.77

</TABLE>


<TABLE>
<CAPTION>

                                 2002-2003


                                  Federal     State      Combined
                                   Tax        Tax         Tax
Single Return     Joint Return    Bracket    Bracket*     Bracket*        Taxable Equivalent Estimated Current Return
- -------------     ------------    -------    --------     --------        -------------------------------------------

<S>                                                                     <C>      <C>     <C>     <C>     <C>      <C>
                                                                        4.0%     4.5%    5.0%    5.5%    6.0%     6.5%
                                                                        ----     -----   ----    ----    ----     ----
$  6,000-27,050  $ 12,000-45,200  15.00%     6.000%        20.10%       5.01%    5.63%  6.26%   6.88%   7.51%     8.14%

27,050-65,550     45,200-109,250  27.00      9.300         33.80        6.04     6.80   7.55    8.31    9.06      9.82

65,550-136,750    109,250-166,500 30.00      9.300         36.50        6.30     7.09   7.88    8.66    9.45     10.24

136,750-297,350   166,500-297,350 35.00      9.300         41.00        6.78     7.63   8.48    9.33   10.18     11.03
Over 297,350      Over 297,350    38.60      9.300         44.30        7.18     8.08   8.98    9.88   10.77     11.67


</TABLE>


<TABLE>
<CAPTION>

                                 2004-2005


                                  Federal     State      Combined
                                   Tax        Tax         Tax
Single Return     Joint Return    Bracket    Bracket*     Bracket*        Taxable Equivalent Estimated Current Return
- -------------     ------------    -------    --------     --------        -------------------------------------------

<S>                                                                     <C>      <C>     <C>     <C>     <C>      <C>
                                                                       4.0%     4.5%    5.0%    5.5%    6.0%     6.5%
                                                                       ----     -----   ----    ----    ----     ----
$  6,000-27,050 $ 12,000-45,200    15.00%     6.000%        20.10%     5.01%    5.63%  6.26%   6.88%   7.51%     8.14%

27,050-65,550     45,200-109,250   26.00      9.300         32.90      5.96     6.70   7.45    8.19    8.94      9.68

65,550-136,750    109,250-166,500  29.00      9.300         35.60      6.21     6.99   7.76    8.54    9.32     10.09

136,750-297,350   166,500-297,350  34.00      9.300         40.10      6.68     7.52   8.35    9.19   10.02     10.86
Over 297,350      Over 297,350     37.60      9.300         43.40      7.07     7.95   8.83    9.72   10.60     11.48

</TABLE>


<TABLE>
<CAPTION>

                                                       2006


                                  Federal     State      Combined
                                   Tax        Tax         Tax
Single Return     Joint Return    Bracket    Bracket*     Bracket*        Taxable Equivalent Estimated Current Return
- -------------     ------------    -------    --------     --------        -------------------------------------------

<S>                                                                     <C>      <C>     <C>     <C>     <C>      <C>
                                                                        4.0%     4.5%    5.0%    5.5%    6.0%     6.5%
                                                                        ----     ----    ----    ----    ----     ----
$  6,000-27,050  $ 12,000-45,200   15.00%     6.000%        20.10%      5.01%    5.63%  6.26%   6.88%   7.51%     8.14%

27,050-65,550      45,200-109,250  25.00      9.300         32.00       5.88     6.62   7.35    8.09    8.82      9.56

65,550-136,750     109,250-166,500 28.00      9.300         34.70       6.13     6.89   7.66    8.42    9.19      9.95

136,750-297,350    166,500-297,350 33.00      9.300         39.20       6.58     7.41   8.23    9.05    9.87     10.70
Over 297,350       Over 297,350    35.00      9.300         41.00       6.78     7.63   8.48    9.33   10.18     11.03

</TABLE>


*The combined State and Federal tax rates shown reflect the fact that state
tax payments are currently deductible for Federal tax purposes. Please note
that the table does not reflect (i) any Federal or state limitations on the
amounts of allowable itemized deductions, phase-outs of personal or
dependent exemption credits or other allowable credits, (ii) any local
taxes imposed, or (iii) any taxes other than personal income taxes. The
table assumes that Federal taxable income is equal to state income subject
to tax, and in cases where more than one state rate falls within a Federal
bracket, the highest state rate corresponding to the highest income within
that Federal bracket is used. The numbers in the Combined Tax Rate column
are rounded to the nearest one-tenth of one percent.

                                     $

                BlackRock California Municipal Income Trust

             Municipal Auction Rate Cumulative Preferred Shares
                                      , Series
                                      , Series

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



                                 PROSPECTUS

                       __________________ ____, 2001


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






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


The information in this Statement of Additional Information is not complete
and may be changed. We may not sell these securities until the Registration
Statement filed with the Securities and Exchange Commission is effective.
This Statement of Additional Information is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.

                SUBJECT TO COMPLETION, DATED AUGUST 20, 2001

                BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST

                    STATEMENT OF ADDITIONAL INFORMATION

         BlackRock California Municipal Income Trust (the "Trust") is a
recently organized, non-diversified, closed- end, management investment
company. This Statement of Additional Information relating to Preferred
Shares does not constitute a prospectus, but should be read in conjunction
with the prospectus relating hereto dated , 2001. This Statement of
Additional Information does not include all information that a prospective
investor should consider before purchasing Preferred Shares, and investors
should obtain and read the prospectus prior to purchasing such shares. A
copy of the prospectus may be obtained without charge by calling (888)
825-2257. You may also obtain a copy of the prospectus on the Securities
and Exchange Commission's web site (http://www.sec.gov). Capitalized terms
used but not defined in this Statement of Additional Information have the
meanings ascribed to them in the prospectus or the Statement attached as
Appendix A.

                             TABLE OF CONTENTS

                                                                          Page
Use of Proceeds............................................................B-2
Investment Objective and Policies..........................................B-2
Investment Policies and Techniques.........................................B-4
Other Investment Policies and Techniques..................................B-11
Management of the Trust...................................................B-13
Portfolio Transactions and Brokerage......................................B-19
Additional Information Concerning the Auctions for Preferred Shares.......B-20
Description of Common Shares..............................................B-22
Repurchase of Common Shares...............................................B-22
Tax Matters...............................................................B-23
Experts...................................................................B-27
Additional Information....................................................B-27
Independent Auditors' Report..............................................B-28
Financial Statements......................................................B-29
APPENDIX A -      Statement of Preferences of Municipal Auction
                  Rate Cumulative Preferred Shares.........................AA-1
APPENDIX B -      Ratings of Investments...................................BB-1
APPENDIX C -      General Characteristics and Risks of
                  Hedging Transactions.....................................CC-1

         This Statement of Additional Information is dated , 2001.



                              USE OF PROCEEDS

         Pending investment in municipal bonds that meet the Trust's
investment objective and policies the net proceeds of the offering will be
invested in high quality, short-term tax-exempt money market securities or
in high quality municipal bonds with relatively low volatility (such as
pre-refunded and intermediate-term bonds), to the extent such securities
are available. If necessary to invest fully the net proceeds of the
offering immediately, the Trust may also purchase, as temporary
investments, short-term taxable investments of the type described under
"Investment Policies and Techniques -- Short-Term Taxable Fixed Income
Securities," the income on which is subject to regular Federal income tax
and California income taxes and securities of other open- or closed-end
investment companies that invest primarily in municipal bonds of the type
in which the Trust may invest directly.


                     INVESTMENT OBJECTIVE AND POLICIES

         The Trust has not established any limit on the percentage of its
portfolio that may be invested in municipal bonds subject to the
alternative minimum tax provisions of Federal tax law, and the Trust
expects that a portion of the income it produces will be includable in
alternative minimum taxable income. Common shares therefore would not
ordinarily be a suitable investment for investors who are subject to the
Federal alternative minimum tax or who would become subject to such tax by
purchasing common shares. The suitability of an investment in common shares
will depend upon a comparison of the after-tax yield likely to be provided
from the Trust with that from comparable tax- exempt investments not
subject to the alternative minimum tax, and from comparable fully taxable
investments, in light of each such investor's tax position. Special
considerations apply to corporate investors. See "Tax Matters."

Investment Restrictions

         Except as described below, the Trust, as a fundamental policy, may
not, without the approval of the holders of a majority of the outstanding
common shares and Preferred Shares, voting together as a single class, and
of the holders of a majority of the outstanding Preferred Shares voting as
a separate class:

         (1)  invest 25% or more of the value of its total assets in any
              one industry, provided that this limitation does not apply to
              municipal bonds other than those municipal bonds backed only
              by assets and revenues of non- governmental users;

         (2)  issue senior securities or borrow money other than as
              permitted by the Investment Company Act or pledge its assets
              other than to secure such issuances or in connection with
              hedging transactions, short sales, when- issued and forward
              commitment transactions and similar investment strategies;

         (3)  make loans of money or property to any person, except through
              loans of portfolio securities, the purchase of fixed income
              securities consistent with the Trust's investment objective
              and policies or the entry into repurchase agreements;

         (4)  underwrite the securities of other issuers, except to the
              extent that in connection with the disposition of portfolio
              securities or the sale of its own securities the Trust may be
              deemed to be an underwriter;

         (5)  purchase or sell real estate or interests therein other than
              municipal bonds secured by real estate or interests therein;
              provided that the Trust may hold and sell any real estate
              acquired in connection with its investment in portfolio
              securities; or

         (6)  purchase or sell commodities or commodity contracts for any
              purposes except as, and to the extent, permitted by
              applicable law without the Trust becoming subject to
              registration with the Commodity Futures Trading Commission
              (the "CFTC") as a commodity pool.


         When used with respect to particular shares of the Trust,
"majority of the outstanding" means (i) 67% or more of the shares present
at a meeting, if the holders of more than 50% of the shares are present or
represented by proxy, or (ii) more than 50% of the shares, whichever is
less.

         For purposes of applying the limitation set forth in subparagraph
(1) above, securities of the U.S. government, its agencies, or
instrumentalities, and securities backed by the credit of a governmental
entity are not considered to represent industries. However, obligations
backed only by the assets and revenues of non-governmental issuers may for
this purpose be deemed to be issued by such non-governmental issuers. Thus,
the 25% limitation would apply to such obligations. It is nonetheless
possible that the Trust may invest more than 25% of its total assets in a
broader economic sector of the market for municipal obligations, such as
revenue obligations of hospitals and other health care facilities or
electrical utility revenue obligations. The Trust reserves the right to
invest more than 25% of its assets in industrial development bonds and
private activity securities.

         For the purpose of applying the limitation set forth in
subparagraph (1) above, a non-governmental issuer shall be deemed the sole
issuer of a security when its assets and revenues are separate from other
governmental entities and its securities are backed only by its assets and
revenues. Similarly, in the case of a non-governmental issuer, such as an
industrial corporation or a privately owned or operated hospital, if the
security is backed only by the assets and revenues of the non-governmental
issuer, then such non-governmental issuer would be deemed to be the sole
issuer. Where a security is also backed by the enforceable obligation of a
superior or unrelated governmental or other entity (other than a bond
insurer), it shall also be included in the computation of securities owned
that are issued by such governmental or other entity. Where a security is
guaranteed by a governmental entity or some other facility, such as a bank
guarantee or letter of credit, such a guarantee or letter of credit would
be considered a separate security and would be treated as an issue of such
government, other entity or bank. When a municipal bond is insured by bond
insurance, it shall not be considered a security that is issued or
guaranteed by the insurer; instead, the issuer of such municipal bond will
be determined in accordance with the principles set forth above. The
foregoing restrictions do not limit the percentage of the Trust's assets
that may be invested in municipal bonds insured by any given insurer.

         Under the Investment Company Act, the Trust may invest up to 10%
of its total assets in the aggregate in shares of other investment
companies and up to 5% of its total assets in any one investment company,
provided the investment does not represent more than 3% of the voting stock
of the acquired investment company at the time such shares are purchased.
As a shareholder in any investment company, the Trust will bear its ratable
share of that investment company's expenses, and would remain subject to
payment of the Trust's advisory fees and other expenses with respect to
assets so invested. Holders of common shares would therefore be subject to
duplicative expenses to the extent the Trust invests in other investment
companies. In addition, the securities of other investment companies may
also be leveraged and will therefore be subject to the same leverage risks
described herein and in the prospectus. As described in the prospectus in
the section entitled "Risks," the net asset value and market value of
leveraged shares will be more volatile and the yield to shareholders will
tend to fluctuate more than the yield generated by unleveraged shares.

         In addition to the foregoing fundamental investment policies, the
Trust is also subject to the following non- fundamental restrictions and
policies, which may be changed by the board of trustees. The Trust may not:

         (1)  make any short sale of securities except in conformity with
              applicable laws, rules and regulations and unless, after
              giving effect to such sale, the market value of all
              securities sold short does not exceed 25% of the value of the
              Trust's total assets and the Trust's aggregate short sales of
              a particular class of securities does not exceed 25% of the
              then outstanding securities of that class. The Trust may also
              make short sales "against the box" without respect to such
              limitations. In this type of short sale, at the time of the
              sale, the Trust owns or has the immediate and unconditional
              right to acquire at no additional cost the identical
              security;

         (2)  purchase securities of open-end or closed-end investment
              companies except in compliance with the Investment Company
              Act or any exemptive relief obtained thereunder; or

         (3)  Purchase securities of companies for the purpose of
              exercising control.


         The restrictions and other limitations set forth above will apply
only at the time of purchase of securities and will not be considered
violated unless an excess or deficiency occurs or exists immediately after
and as a result of the acquisition of securities.

         In addition, to comply with Federal tax requirements for
qualification as a "regulated investment company," the Trust's investments
will be limited in a manner such that at the close of each quarter of each
fiscal year, (a) no more than 25% of the value of the Trust's total assets
are invested in the securities (other than United States government
securities or securities of other regulated investment companies) of a
single issuer or two or more issuers controlled by the Trust and engaged in
the same, similar or related trades or businesses and (b) with regard to at
least 50% of the Trust's total assets, no more than 5% of its total assets
are invested in the securities (other than United States government
securities or securities of other regulated investment companies) of a
single issuer. These tax-related limitations may be changed by the Trustees
to the extent appropriate in light of changes to applicable tax
requirements.

         The Trust intends to apply for ratings for the Preferred Shares
from Moody's and S&P. In order to obtain and maintain the required ratings,
the Trust will be required to comply with investment quality,
diversification and other guidelines established by Moody's and S&P. Such
guidelines will likely be more restrictive than the restrictions set forth
above. The Trust does not anticipate that such guidelines would have a
material adverse effect on the Trust's holders of common shares or its
ability to achieve its investment objective. The Trust presently
anticipates that any Preferred Shares that it intends to issue would be
initially given the highest ratings by Moody's (Aaa) and by S&P (AAA), but
no assurance can be given that such ratings will be obtained. No minimum
rating is required for the issuance of Preferred Shares by the Trust.
Moody's and S&P receive fees in connection with their ratings issuances.

                     INVESTMENT POLICIES AND TECHNIQUES

         The following information supplements the discussion of the
Trust's investment objectives, policies and techniques that are described
in the prospectus.

Portfolio Investments

         The Trust will invest primarily in a portfolio of investment grade
municipal bonds that are exempt from regular Federal income tax and
California income taxes.

         Issuers of bonds rated Ba/BB or B are regarded as having current
capacity to make principal and interest payments but are subject to
business, financial or economic conditions which could adversely affect
such payment capacity. Municipal bonds rated Baa or BBB are considered
"investment grade" securities; municipal bonds rated Baa are considered
medium grade obligations which lack outstanding investment characteristics
and have speculative characteristics, while municipal bonds rated BBB are
regarded as having adequate capacity to pay principal and interest.
Municipal bonds rated AAA in which the Trust may invest may have been so
rated on the basis of the existence of insurance guaranteeing the timely
payment, when due, of all principal and interest. Municipal bonds rated
below investment grade quality are obligations of issuers that are
considered predominantly speculative with respect to the issuer's capacity
to pay interest and repay principal according to the terms of the
obligation and, therefore, carry greater investment risk, including the
possibility of issuer default and bankruptcy and increased market price
volatility. Municipal bonds rated below investment grade tend to be less
marketable than higher-quality bonds because the market for them is less
broad. The market for unrated municipal bonds is even narrower. During
periods of thin trading in these markets, the spread between bid and asked
prices is likely to increase significantly and the Trust may have greater
difficulty selling its portfolio securities. The Trust will be more
dependent on BlackRock's research and analysis when investing in these
securities.

         A general description of Moody's, S&P's and Fitch's ratings of
municipal bonds is set forth in Appendix B hereto. The ratings of Moody's,
S&P and Fitch represent their opinions as to the quality of the municipal
bonds they rate. It should be emphasized, however, that ratings are general
and are not absolute standards of quality. Consequently, municipal bonds
with the same maturity, coupon and rating may have different yields while
obligations of the same maturity and coupon with different ratings may have
the same yield.

         The Trust will primarily invest in municipal bonds with long-term
maturities in order to maintain a weighted average maturity of 15 or more
years, but the average weighted maturity may be shortened from time to time
depending on market conditions. As a result, the Trust's portfolio at any
given time may include both long-term and intermediate- term municipal
bonds. Moreover, during temporary defensive periods (e.g., times when, in
BlackRock's opinion, temporary imbalances of supply and demand or other
temporary dislocations in the tax-exempt bond market adversely affect the
price at which long-term or intermediate-term municipal bonds are
available), and in order to keep cash on hand fully invested, including the
period during which the net proceeds of the offering are being invested,
the Trust may invest any percentage of its assets in short-term investments
including high quality, short-term securities which may be either
tax-exempt or taxable and securities of other open- or closed-end
investment companies that invest primarily in municipal bonds of the type
in which the Trust may invest directly. The Trust intends to invest in
taxable short-term investments only in the event that suitable tax-exempt
temporary investments are not available at reasonable prices and yields.
Tax-exempt temporary investments include various obligations issued by
state and local governmental issuers, such as tax-exempt notes (bond
anticipation notes, tax anticipation notes and revenue anticipation notes
or other such municipal bonds maturing in three years or less from the date
of issuance) and municipal commercial paper. The Trust will invest only in
taxable temporary investments which are U.S. government securities or
securities rated within the highest grade by Moody's, S&P or Fitch, and
which mature within one year from the date of purchase or carry a variable
or floating rate of interest. Taxable temporary investments of the Trust
may include certificates of deposit issued by U.S. banks with assets of at
least $1 billion, commercial paper or corporate notes, bonds or debentures
with a remaining maturity of one year or less, or repurchase agreements.
See "Other Investment Policies and Techniques -- Repurchase Agreements." To
the extent the Trust invests in taxable investments, the Trust will not at
such times be in a position to achieve its investment objective of
tax-exempt income.

         The foregoing policies as to ratings of portfolio investments will
apply only at the time of the purchase of a security and the Trust will not
be required to dispose of securities in the event Moody's, S&P or Fitch
downgrades its assessment of the credit characteristics of a particular
issuer.

         Also included within the general category of municipal bonds
described in the prospectus are participations in lease obligations or
installment purchase contract obligations (hereinafter collectively called
"Municipal Lease Obligations") of municipal authorities or entities.
Although a Municipal Lease Obligation does not constitute a general
obligation of the municipality for which the municipality's taxing power is
pledged, a Municipal Lease Obligation is ordinarily backed by the
municipality's covenant to budget for, appropriate and make the payments
due under the Municipal Lease Obligation. However, certain Municipal Lease
Obligations contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease or installment purchase
payments in future years unless money is appropriated for such purpose on a
yearly basis. In the case of a "non-appropriation" lease, the Trust's
ability to recover under the lease in the event of non-appropriation or
default will be limited solely to the repossession of the leased property,
without recourse to the general credit of the lessee, and the disposition
or re-leasing of the property might prove difficult. In order to reduce
this risk, the Trust will only purchase Municipal Lease Obligations where
BlackRock believes the issuer has a strong incentive to continue making
appropriations until maturity.

         Obligations of issuers of municipal bonds are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights
and remedies of creditors, such as the Bankruptcy Reform Act of 1978. In
addition, the obligations of such issuers may become subject to the laws
enacted in the future by Congress, state legislatures or referenda
extending the time for payment of principal or interest, or both, or
imposing other constraints upon enforcement of such obligations or up on
municipalities to levy taxes. There is also the possibility that, as a
result of legislation or other conditions, the power or ability of any
issuer to pay, when due, the principal of and interest on its municipal
bonds may be materially affected.

         In addition to the types of municipal bonds described in the
prospectus, the Trust may invest in other securities that pay interest that
is, or make other distributions that are, exempt from regular Federal
income tax and/or state and local personal taxes, regardless of the
technical structure of the issuer of the instrument. The Trust treats all
such tax- exempt securities as municipal bonds.

Short-Term Taxable Fixed Income Securities

         For temporary defensive purposes or to keep cash on hand fully
invested, the Trust may invest up to 100% of its total assets in cash
equivalents and short-term taxable fixed-income securities, although the
Trust intends to invest in taxable short-term investments only in the event
that suitable tax-exempt short-term investments are not available at
reasonable prices and yields. Short-term taxable fixed income investments
are defined to include, without limitation, the following:

         (1)  U.S. government securities, including bills, notes and bonds
              differing as to maturity and rates of interest that are
              either issued or guaranteed by the U.S. Treasury or by U.S.
              government agencies or instrumentalities. U.S. government
              securities include securities issued by (a) the Federal
              Housing Administration, Farmers Home Administration,
              Export-Import Bank of the United States, Small Business
              Administration, and the Government National Mortgage
              Association, whose securities are supported by the full faith
              and credit of the United States; (b) the Federal Home Loan
              Banks, Federal Intermediate Credit Banks, and the Tennessee
              Valley Authority, whose securities are supported by the right
              of the agency to borrow from the U.S. Treasury; (c) the
              Federal National Mortgage Association, whose securities are
              supported by the discretionary authority of the U.S.
              government to purchase certain obligations of the agency or
              instrumentality; and (d) the Student Loan Marketing
              Association, whose securities are supported only by its
              credit. While the U.S. government provides financial support
              to such U.S. government- sponsored agencies or
              instrumentalities, no assurance can be given that it always
              will do so since it is not so obligated by law. The U.S.
              government, its agencies and instrumentalities do not
              guarantee the market value of their securities. Consequently,
              the value of such securities may fluctuate.

         (2)  Certificates of deposit issued against funds deposited in a
              bank or a savings and loan association. Such certificates are
              for a definite period of time, earn a specified rate of
              return, and are normally negotiable. The issuer of a
              certificate of deposit agrees to pay the amount deposited
              plus interest to the bearer of the certificate on the date
              specified thereon. Certificates of deposit purchased by the
              Trust may not be fully insured by the Federal Deposit
              Insurance Corporation.

         (3)  Repurchase agreements, which involve purchases of debt
              securities. At the time the Trust purchases securities
              pursuant to a repurchase agreement, it simultaneously agrees
              to resell and redeliver such securities to the seller, who
              also simultaneously agrees to buy back the securities at a
              fixed price and time. This assures a predetermined yield for
              the Trust during its holding period, since the resale price
              is always greater than the purchase price and reflects an
              agreed-upon market rate. Such actions afford an opportunity
              for the Trust to invest temporarily available cash. The Trust
              may enter into repurchase agreements only with respect to
              obligations of the U.S. government, its agencies or
              instrumentalities; certificates of deposit; or bankers'
              acceptances in which the Trust may invest. Repurchase
              agreements may be considered loans to the seller,
              collateralized by the underlying securities. The risk to the
              Trust is limited to the ability of the seller to pay the
              agreed-upon sum on the repurchase date; in the event of
              default, the repurchase agreement provides that the Trust is
              entitled to sell the underlying collateral. If the value of
              the collateral declines after the agreement is entered into,
              and if the seller defaults under a repurchase agreement when
              the value of the underlying collateral is less than the
              repurchase price, the Trust could incur a loss of both
              principal and interest. BlackRock monitors the value of the
              collateral at the time the action is entered into and at all
              times during the term of the repurchase agreement. BlackRock
              does so in an effort to determine that the value of the
              collateral always equals or exceeds the agreed-upon
              repurchase price to be paid to the Trust. If the seller were
              to be subject to a Federal bankruptcy proceeding, the ability
              of the Trust to liquidate the collateral could be delayed or
              impaired because of certain provisions of the bankruptcy
              laws.

         (4)  Commercial paper, which consists of short-term unsecured
              promissory notes, including variable rate master demand notes
              issued by corporations to finance their current operations.
              Master demand notes are direct lending arrangements between
              the Trust and a corporation. There is no secondary market for
              such notes. However, they are redeemable by the Trust at any
              time. BlackRock will consider the financial condition of the
              corporation (e.g., earning power, cash flow and other
              liquidity ratios) and will continuously monitor the
              corporation's ability to meet all of its financial
              obligations, because the Trust's liquidity might be impaired
              if the corporation were unable to pay principal and interest
              on demand. Investments in commercial paper will be limited to
              commercial paper rated in the highest categories by a major
              rating agency and which mature within one year of the date of
              purchase or carry a variable or floating rate of interest.

Short-Term Tax-Exempt Fixed Income Securities

         Short-term tax-exempt fixed income securities are securities that
are exempt from regular Federal income tax and mature within three years or
less from the date of issuance. Short-term tax-exempt fixed income
securities are defined to include, without limitation, the following:

         Bond Anticipation Notes ("BANs") are usually general obligations
of state and local governmental issuers which are sold to obtain interim
financing for projects that will eventually be funded through the sale of
long-term debt obligations or bonds. The ability of an issuer to meet its
obligations on its BANs is primarily dependent on the issuer's access to
the long-term municipal bond market and the likelihood that the proceeds of
such bond sales will be used to pay the principal and interest on the BANs.

         Tax Anticipation Notes ("TANs") are issued by state and local
governments to finance the current operations of such governments.
Repayment is generally to be derived from specific future tax revenues.
TANs are usually general obligations of the issuer. A weakness in an
issuer's capacity to raise taxes due to, among other things, a decline in
its tax base or a rise in delinquencies could adversely affect the issuer's
ability to meet its obligations on outstanding TANs.

         Revenue Anticipation Notes ("RANs") are issued by governments or
governmental bodies with the expectation that future revenues from a
designated source will be used to repay the notes. In general, they also
constitute general obligations of the issuer. A decline in the receipt of
projected revenues, such as anticipated revenues from another level of
government, could adversely affect an issuer's ability to meet its
obligations on outstanding RANs. In addition, the possibility that the
revenues would, when received, be used to meet other obligations could
affect the ability of the issuer to pay the principal and interest on RANs.

         Construction Loan Notes are issued to provide construction
financing for specific projects. Frequently, these notes are redeemed with
funds obtained from the Federal Housing Administration.

         Bank Notes are notes issued by local government bodies and
agencies as those described above to commercial banks as evidence of
borrowings. The purposes for which the notes are issued are varied but they
are frequently issued to meet short-term working capital or capital-project
needs. These notes may have risks similar to the risks associated with TANs
and RANs.

         Tax-Exempt Commercial Paper ("municipal paper") represents very
short-term unsecured, negotiable promissory notes, issued by states,
municipalities and their agencies. Payment of principal and interest on
issues of municipal paper may be made from various sources, to the extent
the funds are available therefrom. Maturities on municipal paper generally
will be shorter than the maturities of TANs, BANs or RANs. There is a
limited secondary market for issues of municipal paper.

         Certain municipal bonds may carry variable or floating rates of
interest whereby the rate of interest is not fixed but varies with changes
in specified market rates or indices, such as a bank prime rate or
tax-exempt money market indices.

         While the various types of notes described above as a group
represent the major portion of the tax-exempt note market, other types of
notes are available in the marketplace and the Trust may invest in such
other types of notes to the extent permitted under its investment
objective, policies and limitations. Such notes may be issued for different
purposes and may be secured differently from those mentioned above.

Factors Pertaining to California

         As described in the Prospectus, except during temporary periods,
the Trust will invest primarily in California municipal bonds. The
portfolio of the Trust may include securities issued by the State of
California (the "State"), by its various public bodies (the "Agencies")
and/or by other municipal entities located within the State (securities of
all such entities are referred to herein as "California municipal
securities"). In addition, the specific California municipal bonds in which
the Trust will invest will change from time to time. The Trust is therefore
susceptible to political, economic, regulatory or other factors affecting
issuers of California municipal bonds. The following information
constitutes only a brief summary of a number of the complex factors which
may impact issuers of California municipal bonds and does not purport to be
a complete or exhaustive description of all adverse conditions to which
issuers of California municipal bonds may be subject. Such information is
derived from official statements utilized in connection with the issuance
of California municipal bonds, as well as from other publicly available
documents. Such information has not been independently verified by the
Trust, and the Trust assumes no responsibility for the completeness or
accuracy of such information. The summary below does not include all of the
information pertaining to the budget, receipts and disbursements of the
State of California that would ordinarily be included in various public
documents issued thereby, such as an Official Statement prepared in
connection with the issuance of general obligation bonds of the State of
California. Such an Official Statement, together with any updates or
supplements thereto, may generally be obtained upon request to the Budget
Office of the State of California.

         The California Economy. According to the State's Legislative
Analyst Office, with a gross state product in excess of $1 trillion,
California's economy is the largest state economy in the United States,
accounting for 13% of the nation's output, and the sixth largest economy in
the world, trailing only the United States as a whole, Japan, Germany,
England and France. In addition to its size, California's economy is
diverse, with no industry sector accounting for more than one-quarter of
the State's output.

         While California's economy is broad, it does have major
concentrations in high technology, aerospace and defense related
manufacturing, entertainment, and real estate and financial services, and
may be sensitive to economic factors affecting those industries. One
example of such potential sensitivity occurred from mid-1990 to late 1993,
when the State suffered a recession. Construction, manufacturing
(especially aerospace) and financial services, among others, were all
severely affected, particularly in Southern California. More recently,
reflective of the nationwide economic slowdown, the high technology sector
of the State's economy has entered a cyclical downturn.

         State Indebtedness. The Treasurer of the State is responsible for
the sale of debt obligations of the State and its various authorities and
agencies. The State has always paid the principal of and interest on its
general obligation bonds, general obligation commercial paper,
lease-purchase debt and short-term obligations, including revenue
anticipation notes and revenue anticipation warrants, when due.

         Capital Facilities Financing. The State Constitution prohibits the
creation of general obligation indebtedness of the State unless a bond law
is approved by a majority of the electorate voting at a general election or
a direct primary. General obligation bond acts provide that debt service on
general obligation bonds shall be appropriated annually from the State's
General Fund and all debt service on general obligation bonds is paid from
the General Fund. Under the State Constitution, debt service on general
obligation bonds is the second charge to the General Fund after the
application of moneys in the General Fund to the support of the public
school system and public institutions of higher education. Certain general
obligation bond programs receive revenues from sources other than the sale
of bonds or the investment of bond proceeds.

         As of February 1, 2001, the State had outstanding $22,565,721,000
aggregate principal amount of long-term general obligation bonds, and
unused voter authorizations for the future issuance of $12,363,474,000 of
long-term general obligation bonds. This latter figure consists of
$5,300,559,000 of authorized commercial paper notes, described below (of
which $774,170,000 was outstanding), which has not yet been refunded by
general obligation bonds, and $7,332,915,000 of other authorized but
unissued general obligation debt.

         The General Obligation Bond Law permits the State to issue as
variable rate indebtedness up to 20% of the aggregate amount of long-term
general obligation bonds outstanding. As of February 1, 2001, there was no
variable rate indebtedness outstanding; however, the State plans to issue
such indebtedness in the future.

         Pursuant to legislation enacted in 1995, voter-approved general
obligation indebtedness may be issued either as long-term bonds, or, for
some but not all bond acts, as commercial paper notes. Commercial paper
notes may be renewed or may be refunded by the issuance of long-term bonds.
The State issues long-term general obligation bonds from time to time to
retire its general obligation commercial paper notes. Pursuant to the terms
of the bank credit agreement presently in effect supporting the general
obligation commercial paper program, not more than $1.5 billion of general
obligation commercial paper notes may be outstanding at any time; this
amount may be increased or decreased in the future. Commercial paper notes
are deemed issued upon authorization by the respective Finance Committees,
whether or not such notes are actually issued. As of February 1, 2001, the
Finance Committees had authorized the issuance of up to $5,300,559,000 of
commercial paper notes; as of that date, $774,170,000 aggregate principal
amount of general obligation commercial paper notes was outstanding.

         In addition to general obligation bonds, the State builds and
acquires capital facilities through the use of lease-purchase borrowing.
Under these arrangements, the State Public Works Board, another State or
local agency or a joint powers authority issues bonds to pay for the
construction of facilities such as office buildings, university buildings
or correctional institutions. These facilities are leased to a State agency
or the University of California under a long-term lease which provides the
source of payment of the debt service on the lease-purchase bonds. In some
cases, there is not a separate bond issue, but a trustee directly creates
certificates of participation in the State's lease obligation, which are
marketed to investors. Under applicable court decisions, such lease
arrangements do not constitute the creation of "indebtedness" within the
meaning of the Constitutional provisions which require voter approval. For
purposes of this section, "lease-purchase debt" or "lease-purchase
financing" means principally bonds or certificates of participation for
capital facilities where the rental payments providing the security are a
direct or indirect charge against the General Fund and also includes
revenue bonds for a State energy efficiency program secured by payments
made by various State agencies under energy service contracts. Certain of
the lease-purchase financings are supported by special funds rather than
the General Fund. The State had $6,683,927,218 General Fund-supported
lease-purchase debt outstanding at February 1, 2001. The State Public Works
Board, which is authorized to sell lease revenue bonds, had $2,308,544,000
authorized and unissued as of February 1, 2001.

         Certain State agencies and authorities issue revenue obligations
for which the General Fund has no liability. Revenue bonds represent
obligations payable from State revenue-producing enterprises and projects,
which bonds are not payable from the General Fund, and conduit obligations
payable only from revenues paid by private users of facilities financed by
the revenue bonds. The enterprises and projects include transportation
projects, various public works projects, public and private educational
facilities (including the California State University and University of
California systems), housing, health facilities and pollution control
facilities. There are 17 agencies and authorities authorized to issue
revenue obligations (excluding lease-purchase debt). State agencies and
authorities had $28,674,361,510 aggregate principal amount of revenue bonds
and notes which are non-recourse to the General Fund outstanding as of
February 1, 2001.

         State Finances and the Budget Process. The State's fiscal year
begins on July 1 and ends on June 30. The State operates on a budget basis,
using a modified accrual system of accounting, with revenues credited in
the period in which they are measurable and available and expenditures
debited in the period in which the corresponding liabilities are incurred.

         The annual budget is proposed by the Governor by January 10 of
each year for the next fiscal year (the "Governor's Budget"). Under state
law, the annual proposed Governor's Budget cannot provide for projected
expenditures in excess of projected revenues and balances available from
prior fiscal years. Following the submission of the Governor's Budget, the
Legislature takes up the proposal.

         Under the State Constitution, money may be drawn from the Treasury
only through an appropriation made by law. The primary source of the annual
expenditure authorizations is the Budget Act as approved by the Legislature
and signed by the Governor. The Budget Act must be approved by a two-thirds
majority vote of each House of the Legislature. The Governor may reduce or
eliminate specific line items in the Budget Act or any other appropriations
bill without vetoing the entire bill. Such individual line-item vetoes are
subject to override by a two-thirds majority vote of each House of the
Legislature.

         Appropriations also may be included in legislation other than the
Budget Act. Bills containing appropriations (except for local school and
community college ("K-14") education) must be approved by a two-thirds
majority vote in each House of the Legislature and be signed by the
Governor. Bills containing K-14 education appropriations only require a
simple majority vote. Continuing appropriations, available without regard
to fiscal year, may also be provided by statute or the State Constitution.
There is litigation pending concerning the validity of such continuing
appropriations.

         Funds necessary to meet an appropriation need not be in the State
Treasury at the time such appropriation is enacted, revenues may be
appropriated in anticipation of their receipt.

         The moneys of the State are segregated into the General Fund and
over 900 special funds, including bond, trust and pension funds. The
General Fund consists of revenues received by the State Treasury and not
required by law to be credited to any other fund, as well as earnings from
the investment of State moneys not allocable to another fund. The General
Fund is the principal operating fund for the majority of governmental
activities and is the depository of most of the major revenue sources of
the State. The General Fund may be expended as a consequence of
appropriation measures enacted by the Legislature and approved by the
Governor, as well as appropriations pursuant to various constitutional
authorizations and initiative statutes.

         The Special Fund for Economic Uncertainties ("SFEU") is funded
with General Fund revenues and was established to protect the State from
unforeseen revenue reductions and/or unanticipated expenditure increases.
Amounts in the SFEU may be transferred by the State Controller as necessary
to meet cash needs of the General Fund. The State Controller is required to
return moneys so transferred without payment of interest as soon as there
are sufficient moneys in the General Fund.

         Local Governments. The primary units of local government in
California are the counties, ranging in population from 1,200 in Alpine
County to over 9,900,000 in Los Angeles County. Counties are responsible
for the provision of many basic services, including indigent health care,
welfare, jails and public safety in unincorporated areas. There are also
475 incorporated cities, and thousands of special districts formed for
education, utility and other services. The fiscal condition of local
governments has been constrained since the enactment of "Proposition 13" in
1978, which reduced and limited the future growth of property tax and
limited the ability of local governments to impose "special taxes" (those
devoted to a specific purpose) without two-thirds voter approval. Counties,
in particular, have had fewer options to raise revenues than many other
local government entities, and have been required to maintain many
services.

         In the aftermath of Proposition 13, the State provided aid to
local governments from the General Fund to make up some of the loss of
property tax moneys, including taking over the principal responsibility for
funding K-12 schools and community colleges. During the recession, the
Legislature eliminated most of the remaining components of post-Proposition
13 aid to local government entities other than K-14 education districts by
requiring cities and counties to transfer some of their property tax
revenues to school districts. However, the Legislature also provided
additional funding sources (such as sales tax) and reduced certain mandates
for local services. Since then the State has also provided additional
funding to counties and cities through such programs as health and welfare
realignment, welfare reform, trial court restructuring, the Citizens'
Option for Public Safety (COPs) program supporting local public safety
departments, and various other measures.

         The 2000 Budget Act provides significant assistance to local
governments, including a $200 million set aside for one-time discretionary
funding to local governments, $121.3 million for the COPs program to
support local front-line law enforcement, sheriffs' departments for jail
construction and operations, and district attorneys for prosecution, $75
million for technology funding for local law enforcement, $400 million for
deferred maintenance of local streets and roads, and hundreds of millions
of dollars in assistance in the areas of mental health, social services,
environmental protection and public safety. In addition, legislation was
enacted in 1999 to provide approximately $35.8 million annual relief to
cities based on 1997-98 costs of jail booking and processing fees paid to
counties. The 2001-02 Governor's Budget proposes to increase the one-time
discretionary funding for local governments to $250 million and continue
funding local law enforcement technology grants as well as the COPS and
county juvenile crime prevention programs.

         Historically, funding for the State's trial court system was
divided between the State and the counties. In 1997, legislation
consolidated the trial court funding at the State level in order to
streamline the operation of the courts, provide a dedicated revenue source,
and relieve fiscal pressure on the counties. Since then, the county general
purpose contribution for court operations was reduced by $386 million and
cities are retaining $62 million in fine and penalty revenue previously
remitted to the State.

         The entire statewide welfare system has been changed in response
to the change in Federal welfare law enacted in 1996. Under the CalWORKs
program, counties are given flexibility to develop their own plans,
consistent with State law, to implement the program and to administer many
of its elements, and their costs for administrative and supportive services
are capped at the 1996-97 levels. Counties are also given financial
incentives if, at the individual county level or statewide, the CalWORKs
program produces savings associated with specified standards. Counties will
still be required to provide "general assistance" aid to certain persons
who cannot obtain welfare from other programs.

         In 1996, voters approved Proposition 218, entitled the "Right to
Vote on Taxes Act," which incorporates new Articles XIII C and XIII D into
the California Constitution. These new provisions place limitations on the
ability of local government agencies to impose or raise various taxes,
fees, charges and assessments without voter approval. Certain "general
taxes" imposed after January 1, 1995 must be approved by voters in order to
remain in effect. In addition, Article XIII C clarifies the right of local
voters to reduce taxes, fees, assessments or charges through local
initiatives. There are a number of ambiguities concerning the Proposition
and its impact on local governments and their bonded debt which will
require interpretation by the courts or the Legislature. Proposition 218
does not affect the State or its ability to levy or collect taxes.

         State Appropriations Limit. The State is subject to an annual
appropriations limit imposed by Article XIII B of the State Constitution
(the "Appropriations Limit"). The Appropriations Limit does not restrict
appropriations to pay debt service on voter-authorized bonds.

         Article XIII B prohibits the State from spending "appropriations
subject to limitation" in excess of the Appropriations Limit.
"Appropriations subject to limitation," with respect to the State, are
authorizations to spend "proceeds of taxes," which consist of tax revenues,
and certain other funds, including proceeds from regulatory licenses, user
charges or other fees to the extent that such proceeds exceed "the cost
reasonably borne by that entity in providing the regulation, product or
service," but "proceeds of taxes" exclude most state subventions to local
governments, tax refunds and some benefit payments such as unemployment
insurance. No limit is imposed on appropriations of funds which are not
"proceeds of taxes," such as reasonable user charges or fees and certain
other non-tax funds.

         Not included in the Appropriations Limit are appropriations for
the debt service costs of bonds existing or authorized on or prior to
January 1, 1979 or subsequently authorized by the voters, appropriations
required to comply with mandates of courts or the Federal government,
appropriations for qualified capital outlay projects, appropriations of
revenues derived from any increase in gasoline taxes and motor vehicle
weight fees above January 1, 1990 levels, and appropriation of certain
special taxes imposed by initiative (e.g., cigarette and tobacco taxes).
The Appropriations Limit may also be exceeded in cases of emergency.

         The State's Appropriations Limit in each year is based on the
limit for the prior year, adjusted annually for changes in state per capita
personal income and changes in population, and adjusted, when applicable,
for any transfer of financial responsibility of providing services to or
from another unit of government or any transfer of the financial source for
the provisions of services from tax proceeds to non-tax proceeds. The
measurement of change in population is a blended average of statewide
overall population growth, and change in attendance at K-14 districts. The
Appropriations Limit is tested over consecutive two-year periods. Any
excess of the aggregate "proceeds of taxes" received over such two-year
period above the combined Appropriations Limits for those two years is
divided equally between transfers to K-14 districts and refunds to
taxpayers.

         The Legislature has enacted legislation to implement Article XIII
B which defines certain terms used in Article XIII B and sets forth the
methods for determining the Appropriations Limit. California Government
Code Section 7912 requires an estimate of the Appropriations Limit to be
included in the Governor's Budget, and thereafter to be subject to the
budget process and established in the Budget Act.

         Proposition 98. On November 8, 1988, voters of the State approved
Proposition 98, a combined initiative Constitutional amendment and statute
called the "Classroom Instructional Improvement and Accountability Act."
Proposition 98 changed State funding of public education below the
university level and the operation of the State Appropriations Limit,
primarily by guaranteeing K-14 schools a minimum share of General Fund
revenues. Under Proposition 98 (as modified by Proposition 111, which was
enacted on June 5, 1990), K-14 schools are guaranteed the greater of (a) in
general, a fixed percent of General Fund revenues ("Test 1"), (b) the
amount appropriated to K-14 schools in the prior year, adjusted for changes
in the cost of living (measured as in Article XIII B by reference to State
per capita personal income) and enrollment ("Test 2"), or (c) a third test,
which would replace Test 2 in any year when the percentage growth in per
capita General Fund revenues from the prior year plus one half of one
percent is less than the percentage growth in State per capita personal
income ("Test 3"). Under Test 3, schools would receive the amount
appropriated in the prior year adjusted for changes in enrollment and per
capita General Fund revenues, plus an additional small adjustment factor.
If Test 3 is used in any year, the difference between Test 3 and Test 2
would become a "credit" to schools which would be the basis of payments in
future years when per capita General Fund revenue growth exceeds per capita
personal income growth. Legislation adopted prior to the end of the 1988-89
fiscal year implementing Proposition 98 determined the K-14 schools'
funding guarantee under Test 1 to be 40.3 percent of the General Fund tax
revenues, based on 1986-87 appropriations. However, that percentage has
been adjusted to approximately 35 percent to account for a subsequent
redirection of local property taxes, since such redirection directly
affects the share of General Fund revenues to schools.

         Proposition 98 permits the Legislature by two-thirds vote of both
Houses, with the Governor's concurrence, to suspend the K-14 schools'
minimum funding formula for a one-year period. Proposition 98 also contains
provisions transferring certain State tax revenues in excess of the Article
XIII B limit to K-14 schools.

         In 1992, a lawsuit was filed, called California Teachers'
Association v. Gould, which challenged the validity of these off-budget
loans. The settlement of this case, finalized in July 1996, provides, among
other things, that both the State and K-14 schools share in the repayment
of prior years' emergency loans to schools. Of the total $1.76 billion in
loans, the State is repaying $935 million by forgiveness of the amount
owed, while schools will repay $825 million. The State's share of the
repayment will be reflected as an appropriation above the current
Proposition 98 base calculation. The schools' share of the repayment will
count as appropriations that count toward satisfying the Proposition 98
guarantee "below" the current base. Repayments are spread over the
eight-year period of 1994-95 through 2001-02 to mitigate any adverse fiscal
impact.

         Tobacco Litigation. In 1998, the State signed a settlement
agreement with the four major cigarette manufacturers. The State agreed to
drop its lawsuit and not to sue in the future. Tobacco manufacturers agreed
to billions of dollars in payments and restrictions in marketing
activities. Under the settlement, the companies agreed to pay California
state and local governments approximately $25 billion over a period of 25
years. Beyond 2025, payments of approximately $1 billion per year will
continue in perpetuity. Under the settlement, half of the moneys will be
paid to the State and half to local governments (all counties and the
cities of San Diego, Los Angeles, San Francisco and San Jose). The 2000
Budget Act includes the receipt of $388 million of settlement money to the
General Fund in fiscal 2000-01.

         The specific amount to be received by State and local governments
is subject to adjustment. The settlement agreement allows reduction of the
companies' payments for decreases in cigarette sales and certain types of
Federal legislation. Settlement payments can increase due to inflation or
increases in cigarette sales. The "first annual" payment, received in April
2000, was 12 percent lower than the base settlement amount due to reduced
sales. Future payment estimates have been reduced by a similar percentage.
If any of the companies goes into bankruptcy, the State could seek to
terminate the agreement with respect to those companies filing bankruptcy
actions thereby reinstating all claims against those companies. The State
may then pursue those claims in bankruptcy litigation, or as otherwise
provided by law. Several parties have brought a lawsuit challenging the
settlement and seeking damages.

         Recent Developments Regarding Energy. During the past year
California has experienced difficulties with the prices and supplies of
natural gas and electricity in much of the State. These difficulties are
likely to continue for several years. The State Department of Finance
believes that the potential economic impact of the utility situation,
including increased energy costs, are mitigated by the fact that California
is a relatively energy-efficient state, ranking 49th among the 50 states in
energy expenditures as a percentage of gross product, according to US
Department of Energy data for 1997. Nonetheless, the Department believes
there is potential for economic disruption during the summer peak in
electricity demand if power supplies are interrupted, and that longer-term
business investment and location decisions may be adversely affected by
potential disruptions. At the same time, the Department believes efforts to
expand electric generating capacity and natural gas transmission pipelines
should help relieve these concerns over the next several years.

         The three major investor-owned electrical utilities in California
are net buyers of electricity. The utilities have been purchasing
electricity at fluctuating short-term and spot wholesale prices while the
retail prices that they can charge their residential and small business
customers are capped at specified levels. Beginning in mid-2000, power
purchase costs exceeded retail charges and the utilities have reported
substantial resulting losses. One result has been that the creditworthiness
of the utilities has deteriorated, adversely affecting their ability to
purchase electricity and, in the case of one utility, natural gas. The two
largest utilities in the State have reported publicly that they have, since
January 2001, defaulted on some of their obligations, and that it is
possible they may be forced into bankruptcy.

         Shortages of electricity resulted in rolling blackouts in January
2001 affecting millions of Californians. On January 17, 2001, the Governor
determined that the electricity available from California's utilities was
insufficient to prevent widespread and prolonged disruption of electric
service in California and proclaimed a state of emergency to exist in
California under the California Emergency Services Act (the "Act"). Under
the Act, the Governor has directed all agencies of the State government to
utilize and employ State personnel, equipment, and facilities for the
performance of any and all activities designed to prevent or alleviate the
emergency. The Act permits the Governor to direct the expenditure of any
appropriated funds legally available to perform the activities required
under a proclamation. The Governor directed the State Department of Water
Resources ("DWR") to enter into contracts and arrangements for the purchase
and sale of electric power as necessary to assist in mitigating the effects
of the emergency. The Act also authorizes the Governor to commandeer or
utilize any private property or personnel deemed by him necessary in
carrying out his responsibilities and requires the State to pay the
reasonable value of the use of such property. The Governor has used this
authority to seize certain power purchase contracts of investor-owned
utilities.

         The DWR has been purchasing substantial amounts of electricity at
fluctuating short-term and spot wholesale prices since January 17, 2001,
for resale to retail end use customers of the investor-owned utilities at
the same retail prices permitted to be charged by the utilities. DWR's
purchases are designed to supplement the amount of electricity produced by
the utilities' own generating assets and purchased by the utilities through
their own contracts. Electricity purchased by DWR has been delivered to
retail end use customers through the transmission and distribution systems
of the investor-owned utilities and payment is to be collected from retail
end use customers by the utilities and remitted to the DWR. These actions
are all being taken pursuant to the Governor's proclamation, the Act,
recently enacted legislation (Chapter 4, Statutes of 2001, referred to
hereafter as "AB lx"), and orders of the California Public Utilities
Commission ("CPUC").

         DWR has also started entering into long-term contracts for
purchase of electricity. These long-term contracts are intended to reduce
reliance on short-term and spot market purchases in meeting the State's
needs. DWR's authority to enter into such contracts currently expires in
January 2003. State officials project that electricity purchases by the DWR
as a creditworthy entity and the other efforts of the State to stabilize
the wholesale power market (described below) will ultimately lower the
wholesale cost of electricity in California.

         DWR expenditures for electricity purchases for the period January
17-February 25, 2001 aggregated approximately $1.8 billion and were funded
by advances from the State's General Fund pursuant to various laws. Retail
end use customer payments for electricity furnished by the DWR are required
by law to be segregated and held in trust for the benefit of the DWR. Such
payments are expected to be remitted to the DWR by the investor-owned
utilities beginning in March 2001, but will aggregate less than the DWR's
cost of purchasing that electricity. The difference is expected to be made
up through the issuance of revenue bonds de-scribed below. The State
anticipates that these two sources of funds will fully reimburse the
General Fund for its advances made to implement the DWR's power purchases.
Pending implementation of these repayment mechanisms, the State has
sufficient available resources to continue to support the DWR's electricity
purchases for many months.

         The DWR plans to issue revenue bonds to fund its power purchase
program. Revenue bonds are expected to be issued by mid-2001 and interim
financing may be arranged until bonds are issued. The revenue bonds would
reimburse the State's General Fund for any unreimbursed advances made to
the DWR to purchase electricity and also provide working capital financing
for the DWR's power purchase program. The principal amount of revenue bonds
to be issued has not been determined but initial estimates contemplate a
bond program size of up to $10 billion. The revenue bonds will be repaid
from a dedicated revenue stream derived from end use customer payments for
electricity. AB lx authorized the DWR to set rates charged to retail end
use customers, for power used above a specified "baseline" amount, so as to
produce sufficient revenues to meet all its obligations, including
repayment of the revenue bonds. The CPUC is authorized to enter into an
agreement with the DWR to implement these rates. Neither the full faith and
credit nor the taxing power of the State will be pledged to pay the revenue
bonds.

         The Governor has stated that the State is focusing its efforts in
four main areas: (1) increasing the energy supply through expedited plant
construction and other sources of power generation; (2) decreasing energy
demand and increasing efficiency; (3) expanding the use of long-term energy
contracts rather than relying upon the spot market; and (4) maintaining the
financial viability of California's public utilities. Over the last two
years, nine power plant projects have received permits to start
construction, and six plants are currently under construction. In addition,
there are 14 plants moving through the permitting process. As these new
facilities become operational, the increased supply of power is expected to
lower the cost of power in the wholesale market. In addition, the Governor
has issued a series of Executive Orders to streamline the review process
for new peaking power facilities; reduce administrative hurdles to
accelerate power plant construction; promote development of renewable
energy systems; and increase the hours of operation of existing facilities.

         The State Legislature is considering various bills dealing with
energy matters, including bills that would authorize one or more State
agencies to build, purchase or obtain by eminent domain electricity
generation or transmission facilities or natural gas transmission
facilities, and to encourage energy conservation programs. These agencies
would have the power to issue revenue bonds for these purposes. Legislation
is also being considered that could assist the investor-owned utilities to
refinance their deficits incurred in the recent purchases of wholesale
power, including a proposal for the State to purchase the utilities'
transmission lines.

         California imports about 85 percent of its natural gas. Limited
gas transmission pipeline capacity into California and a major pipeline
break in New Mexico during the summer of 2000, coupled with increases in
wholesale prices for natural gas in the States, have resulted in
substantial price increases that are being passed on to business and
residential consumers. Pipeline expansion is planned but will not be
complete for several years. Nationwide, relatively high prices for natural
gas are likely to persist for several years. Supplies of natural gas in
Northern and Central California are also being affected by the financial
difficulty of the utility company serving that region. Shortages of natural
gas supplies could adversely affect the economy, and particularly
generation of electricity, much of which is fueled by natural gas.

         A number of lawsuits have been filed concerning various aspects of
the current energy situation. These include disputes over rates set by the
CPUC; responsibility for electricity and natural gas purchases made by the
investor-owned utilities and the California Independent System Operator
(which continues to purchase some electricity); and antitrust and fraud
claims against various parties. See "Litigation" below for a discussion of
certain of these lawsuits.

         While the State hopes that the measures described above, coupled
with conservation, load management and improved energy efficiency, will
avoid future disruptions of the supply of electricity or natural gas to the
public, lower wholesale energy prices and promote the financial recovery of
the State's investor-owned utilities, the situation continues to be fluid
and subject to many uncertainties. There can be no assurance that there
will not be future disruptions in energy supplies or related developments
which could adversely affect the State's economy, and which could in turn
affect State revenues, or the health and comfort of its citizens.

         2000-01 Fiscal Year Budget. The 2002 Governor's Budget estimates
2001-02 General Fund revenues and transfers to be about $79.4 billion, or
3.3 percent higher than the revised 2000-01 estimate. This estimate assumes
a slowing economy, still showing moderate growth short of a recession. The
estimate also accounts for a $600 million drop in sales tax revenues as a
result of the 0.25 percent sales tax reduction which took effect on January
1, 2001, and will remain in effect at least until December 31, 2001. The
Governor proposed $82.9 billion in expenditures, a 3.9 percent increase
over the revised 2000-01 estimate. The Governor proposed budget reserves in
2001-02 of $2.4 billion. Of this amount, $500 million is intended for
unplanned litigation costs.

         The 2002 Governor's Budget proposed to use $3.7 billion of the new
resources since the 2000 Budget Act for one-time expenditures, including $1
billion for energy initiatives, $772 million for capital outlay projects,
$250 million in fiscal relief to local government, $200 million for new
housing initiatives, and a variety of other proposals. With regard to
ongoing programs, the 2001-02 Governor's Budget proposed substantial
additions in Proposition 98 funding for K-12 education (an 8.1 percent
increase over the revised 2000-01 spending level) and funding for all units
of higher education, funding for health and welfare programs to cover
anticipated caseloads, and a modest increase in youth and adult corrections
funding. The final expenditure program for 2001-02 will be determined by
June 2001 by the Legislature and the Governor. The Department of Finance
will publish an update of revenues and expenditures for the current year
and of revenues for the upcoming fiscal year in May 2001.

         On February 21, 2001, the Legislative Analyst's Office ("LAO")
released its analysis of the 2002 Governor's Budget. The LAO Analysis
generally agreed with the Governor's Budget projections of revenues, but
warned that the economic picture (and hence revenues and expenditures in
2001-02) was unsettled, given several potentially negative factors,
including the ongoing energy difficulties in the State, a cyclical slowdown
in the high technology sector, the overall national economic slowdown, and
the sharp decline in the stock market since mid-2000. See "Recent
Developments Regarding Natural Gas and Electricity" above and "Revenue and
Expenditure Assumptions" below. The LAO Analysis recommended that the
Legislature defer major new spending decisions until after the updated
fiscal report due in May 2001.

Duration Management and Other Management Techniques

         The Trust may use a variety of other investment management
techniques and instruments. The Trust may purchase and sell futures
contracts, enter into various interest rate transactions and may purchase
and sell exchange-listed and over-the-counter put and call options on
securities, financial indices and futures contracts (collectively,
"Additional Investment Management Techniques"). These Additional Investment
Management Techniques may be used for duration management and other risk
management techniques in an attempt to protect against possible changes in
the market value of the Trust's portfolio resulting from trends in the debt
securities markets and changes in interest rates, to protect the Trust's
unrealized gains in the value of its portfolio securities, to facilitate
the sale of such securities for investment purposes, to establish a
position in the securities markets as a temporary substitute for purchasing
particular securities and to enhance income or gain. There is no particular
strategy that requires use of one technique rather than another as the
decision to use any particular strategy or instrument is a function of
market conditions and the composition of the portfolio. The Additional
Investment Management Techniques are described below. The ability of the
Trust to use them successfully will depend on BlackRock's ability to
predict pertinent market movements as well as sufficient correlation among
the instruments, which cannot be assured. Inasmuch as any obligations of
the Trust that arise from the use of Additional Investment Management
Techniques will be covered by segregated liquid assets or offsetting
transactions, the Trust and BlackRock believe such obligations do not
constitute senior securities and, accordingly, will not treat them as being
subject to its borrowing restrictions. Commodity options and futures
contracts regulated by the CFTC have specific margin requirements described
below and are not treated as senior securities. The use of certain
Additional Investment Management Techniques may give rise to taxable income
and have certain other consequences. See "Tax Matters."

         Interest Rate Transactions. The Trust may enter into interest rate
swaps and the purchase or sale of interest rate caps and floors. The Trust
expects to enter into these transactions primarily to preserve a return or
spread on a particular investment or portion of its portfolio as a duration
management technique or to protect against any increase in the price of
securities the Trust anticipates purchasing at a later date. The Trust will
ordinarily use these transactions as a hedge or for duration or risk
management although it is permitted to enter into them to enhance income or
gain. The Trust will not sell interest rate caps or floors that it does not
own. Interest rate swaps involve the exchange by the Trust with another
party of their respective commitments to pay or receive interest, e.g., an
exchange of floating rate payments for fixed rate payments with respect to
a notional amount of principal. The purchase of an interest rate cap
entitles the purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payments of interest on a notional
principal amount from the party selling such interest rate cap. The
purchase of an interest rate floor entitles the purchaser, to the extent
that a specified index falls below a predetermined interest rate, to
receive payments of interest on a notional principal amount from the party
selling such interest rate floor.

         The Trust may enter into interest rate swaps, caps and floors on
either an asset-based or liability-based basis, and will usually enter into
interest rate swaps on a net basis, i.e., the two payment streams are
netted out, with the Trust receiving or paying, as the case may be, only
the net amount of the two payments on the payment dates. The Trust will
accrue the net amount of the excess, if any, of the Trust's obligations
over its entitlements with respect to each interest rate swap on a daily
basis and will segregate with a custodian an amount of cash or liquid high
grade securities having an aggregate net asset value at all times at least
equal to the accrued excess. The Trust will not enter into any interest
rate swap, cap or floor transaction unless the unsecured senior debt or the
claims-paying ability of the other party thereto is rated in the highest
rating category of at least one nationally recognized statistical rating
organization at the time of entering into such transaction. If there is a
default by the other party to such a transaction, the Trust will have
contractual remedies pursuant to the agreements related to the transaction.

         Futures Contracts and Options on Futures Contracts. The Trust may
also enter into contracts for the purchase or sale for future delivery
("futures contracts") of debt securities, aggregates of debt securities or
indices or prices thereof, other financial indices and U.S. government debt
securities or options on the above. The Trust will ordinarily engage in
such transactions only for bona fide hedging, risk management (including
duration management) and other portfolio management purposes. However, the
Trust is also permitted to enter into such transactions for non-hedging
purposes to enhance income or gain, in accordance with the rules and
regulations of the CFTC, which currently provide that no such transaction
may be entered into if at such time more than 5% of the Trust's net assets
would be posted as initial margin and premiums with respect to such
non-hedging transactions.

         Calls on Securities, Indices and Futures Contracts. The Trust may
sell or purchase call options ("calls") on municipal bonds and indices
based upon the prices of futures contracts and debt securities that are
traded on U.S. and foreign securities exchanges and in the over-the-counter
markets. A call gives the purchaser of the option the right to buy, and
obligates the seller to sell, the underlying security, futures contract or
index at the exercise price at any time or at a specified time during the
option period. All such calls sold by the Trust must be "covered" as long
as the call is outstanding (i.e., the Trust must own the securities or
futures contract subject to the call or other securities acceptable for
applicable escrow requirements). A call sold by the Trust exposes the Trust
during the term of the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security, index or
futures contract and may require the Trust to hold a security or futures
contract which it might otherwise have sold. The purchase of a call gives
the Trust the right to buy a security, futures contract or index at a fixed
price. Calls on futures on municipal bonds must also be covered by
deliverable securities or the futures contract or by liquid high grade debt
securities segregated to satisfy the Trust's obligations pursuant to such
instruments.

         Puts on Securities, Indices and Futures Contracts. The Trust may
purchase put options ("puts") that relate to municipal bonds (whether or
not it holds such securities in its portfolio), indices or futures
contracts. The Trust may also sell puts on municipal bonds, indices or
futures contracts on such securities if the Trust's contingent obligations
on such puts are secured by segregated assets consisting of cash or liquid
high grade debt securities having a value not less than the exercise price.
The Trust will not sell puts if, as a result, more than 50% of the Trust's
assets would be required to cover its potential obligations under its
hedging and other investment transactions. In selling puts, there is a risk
that the Trust may be required to buy the underlying security at a price
higher than the current market price.

         Municipal Market Data Rate Locks. The Trust may purchase and sell
Municipal Market Data Rate Locks ("MMD Rate Locks"). An MMD Rate Lock
permits the Trust to lock in a specified municipal interest rate for a
portion of its portfolio to preserve a return on a particular investment or
a portion of its portfolio as a duration management technique or to protect
against any increase in the price of securities to be purchased at a later
date. The Trust will ordinarily use these transactions as a hedge or for
duration or risk management although it is permitted to enter into them to
enhance income or gain. An MMD Rate Lock is a contract between the Trust
and an MMD Rate Lock provider pursuant to which the parties agree to make
payments to each other on a notional amount, contingent upon whether the
Municipal Market Data AAA General Obligation Scale is above or below a
specified level on the expiration date of the contract. For example, if the
Trust buys an MMD Rate Lock and the Municipal Market Data AAA General
Obligation Scale is below the specified level on the expiration date, the
counterparty to the contract will make a payment to the Trust equal to the
specified level minus the actual level, multiplied by the notional amount
of the contract. If the Municipal Market Data AAA General Obligation Scale
is above the specified level on the expiration date, the Trust will make a
payment to the counterparty equal to the actual level minus the specified
level, multiplied by the notional amount of the contract. In entering into
MMD Rate Locks, there is a risk that municipal yields will move in the
direction opposite of the direction anticipated by the Trust. The Trust
will not enter into MMD Rate Locks if, as a result, more than 50% of its
assets would be required to cover its potential obligations under its
hedging and other investment transactions.

         Appendix D contains further information about the characteristics,
risks and possible benefits of Additional Investment Management Techniques
and the Trust's other policies and limitations (which are not fundamental
policies) relating to investment in futures contracts and options. The
principal risks relating to the use of futures contracts and other
Additional Investment Management Techniques are: (a) less than perfect
correlation between the prices of the instrument and the market value of
the securities in the Trust's portfolio; (b) possible lack of a liquid
secondary market for closing out a position in such instruments; (c) losses
resulting from interest rate or other market movements not anticipated by
BlackRock; and (d) the obligation to meet additional variation margin or
other payment requirements, all of which could result in the Trust being in
a worse position than if such techniques had not been used.

         Certain provisions of the Code may restrict or affect the ability
of the Trust to engage in Additional Investment Management Techniques. See
"Tax Matters."

Short Sales

         The Trust may make short sales of municipal bonds. A short sale is
a transaction in which the Trust sells a security it does not own in
anticipation that the market price of that security will decline. The Trust
may make short sales to hedge positions, for duration and risk management,
in order to maintain portfolio flexibility or to enhance income or gain.

         When the Trust makes a short sale, it must borrow the security
sold short and deliver it to the broker-dealer through which it made the
short sale as collateral for its obligation to deliver the security upon
conclusion of the sale. The Trust may have to pay a fee to borrow
particular securities and is often obligated to pay over any payments
received on such borrowed securities.

         The Trust's obligation to replace the borrowed security will be
secured by collateral deposited with the broker- dealer, usually cash, U.S.
government securities or other high grade liquid securities. The Trust will
also be required to segregate similar collateral with its custodian to the
extent, if any, necessary so that the aggregate collateral value is at all
times at least equal to the current market value of the security sold
short. Depending on arrangements made with the broker-dealer from which it
borrowed the security regarding payment over of any payments received by
the Trust on such security, the Trust may not receive any payments
(including interest) on its collateral deposited with such broker- dealer.

         If the price of the security sold short increases between the time
of the short sale and the time the Trust replaces the borrowed security,
the Trust will incur a loss; conversely, if the price declines, the Trust
will realize a gain. Any gain will be decreased, and any loss increased, by
the transaction costs described above. Although the Trust's gain is limited
to the price at which it sold the security short, its potential loss is
theoretically unlimited.

         The Trust will not make a short sale if, after giving effect to
such sale, the market value of all securities sold short exceeds 25% of the
value of its total assets or the Trust's aggregate short sales of a
particular class of securities exceeds 25% of the outstanding securities of
that class. The Trust may also make short sales "against the box" without
respect to such limitations. In this type of short sale, at the time of the
sale, the Trust owns or has the immediate and unconditional right to
acquire at no additional cost the identical security.

                  OTHER INVESTMENT POLICIES AND TECHNIQUES

Restricted and Illiquid Securities

         Certain of the Trust's investments may be illiquid. Illiquid
securities are subject to legal or contractual restrictions on disposition
or lack an established secondary trading market. The sale of restricted and
illiquid securities often requires more time and results in higher
brokerage charges or dealer discounts and other selling expenses than does
the sale of securities eligible for trading on national securities
exchanges or in the over-the-counter markets. Restricted securities may
sell at a price lower than similar securities that are not subject to
restrictions on resale.

When-Issued and Forward Commitment Securities

         The Trust may purchase municipal bonds on a "when-issued" basis
and may purchase or sell municipal bonds on a "forward commitment" basis.
When such transactions are negotiated, the price, which is generally
expressed in yield terms, is fixed at the time the commitment is made, but
delivery and payment for the securities take place at a later date.
When-issued and forward commitment securities may be sold prior to the
settlement date, but the Trust will enter into when-issued and forward
commitment securities only with the intention of actually receiving or
delivering the securities, as the case may be. If the Trust disposes of the
right to acquire a when-issued security prior to its acquisition or
disposes of its right to deliver or receive against a forward commitment,
it can incur a gain or loss. At the time the Trust entered into a
transaction on a when-issued or forward commitment basis, it will segregate
with its custodian cash or other liquid high grade debt securities with a
value not less than the value of the when-issued or forward commitment
securities. The value of these assets will be monitored daily to ensure
that their marked to market value will at all times equal or exceed the
corresponding obligations of the Trust. There is always a risk that the
securities may not be delivered and that the Trust may incur a loss.
Settlements in the ordinary course are not treated by the Trust as
when-issued or forward commitment transactions and accordingly are not
subject to the foregoing restrictions.

Borrowing

         Although it has no present intention of doing so, the Trust
reserves the right to borrow funds to the extent permitted as described
under the caption "Investment Objective and Policies -- Investment
Restrictions." The proceeds of borrowings may be used for any valid purpose
including, without limitation, liquidity, investments and repurchases of
shares of the Trust. Borrowing is a form of leverage and, in that respect,
entails risks including volatility in net asset value, market value and
income available for distribution.

Reverse Repurchase Agreements

         The Trust may enter into reverse repurchase agreements with
respect to its portfolio investments subject to the investment restrictions
set forth herein. Reverse repurchase agreements involve the sale of
securities held by the Trust with an agreement by the Trust to repurchase
the securities at an agreed upon price, date and interest payment. At the
time the Trust enters into a reverse repurchase agreement, it may establish
and maintain a segregated account with the custodian containing liquid
instruments having a value not less than the repurchase price (including
accrued interest). If the Trust establishes and maintains such a segregated
account, a reverse repurchase agreement will not be considered a borrowing
by the Trust; however, under certain circumstances in which the Trust does
not establish and maintain such a segregated account, such reverse
repurchase agreement will be considered a borrowing for the purpose of the
Trust's limitation on borrowings. The use by the Trust of reverse
repurchase agreements involves many of the same risks of leverage since the
proceeds derived from such reverse repurchase agreements may be invested in
additional securities. Reverse repurchase agreements involve the risk that
the market value of the securities acquired in connection with the reverse
repurchase agreement may decline below the price of the securities the
Trust has sold but is obligated to repurchase. Also, reverse repurchase
agreements involve the risk that the market value of the securities
retained in lieu of sale by the Trust in connection with the reverse
repurchase agreement may decline in price.

         If the buyer of securities under a reverse repurchase agreement
files for bankruptcy or becomes insolvent, such buyer or its trustee or
receiver may receive an extension of time to determine whether to enforce
the Trust's obligation to repurchase the securities, and the Trust's use of
the proceeds of the reverse repurchase agreement may effectively be
restricted pending such decision. Also, the Trust would bear the risk of
loss to the extent that the proceeds of the reverse repurchase agreement
are less than the value of the securities subject to such agreement.

Repurchase Agreements

         As temporary investments, the Trust may invest in repurchase
agreements. A repurchase agreement is a contractual agreement whereby the
seller of securities (U.S. government securities or municipal bonds) agrees
to repurchase the same security at a specified price on a future date
agreed upon by the parties. The agreed-upon repurchase price determines the
yield during the Trust's holding period. Repurchase agreements are
considered to be loans collateralized by the underlying security that is
the subject of the repurchase contract. Income generated from transactions
in repurchase agreements will be taxable. See "Tax Matters" for information
relating to the allocation of taxable income between common shares and
Preferred Shares. The Trust will only enter into repurchase agreements with
registered securities dealers or domestic banks that, in the opinion of
BlackRock, present minimal credit risk. The risk to the Trust is limited to
the ability of the issuer to pay the agreed-upon repurchase price on the
delivery date; however, although the value of the underlying collateral at
the time the transaction is entered into always equals or exceeds the
agreed-upon repurchase price, if the value of the collateral declines there
is a risk of loss of both principal and interest. In the event of default,
the collateral may be sold but the Trust might incur a loss if the value of
the collateral declines, and might incur disposition costs or experience
delays in connection with liquidating the collateral. In addition, if
bankruptcy proceedings are commenced with respect to the seller of the
security, realization upon the collateral by the Trust may be delayed or
limited. BlackRock will monitor the value of the collateral at the time the
transaction is entered into and at all times subsequent during the term of
the repurchase agreement in an effort to determine that such value always
equals or exceeds the agreed-upon repurchase price. In the event the value
of the collateral declines below the repurchase price, BlackRock will
demand additional collateral from the issuer to increase the value of the
collateral to at least that of the repurchase price, including interest.

Zero Coupon Bonds

         The Trust may invest in zero coupon bonds. A zero coupon bond is a
bond that does not pay interest for its entire life. The market prices of
zero coupon bonds are affected to a greater extent by changes in prevailing
levels of interest rates and thereby tend to be more volatile in price than
securities that pay interest periodically. In addition, because the Trust
accrues income with respect to these securities prior to the receipt of
such interest, it may have to dispose of portfolio securities under
disadvantageous circumstances in order to obtain cash needed to pay income
dividends in amounts necessary to avoid unfavorable tax consequences.

Lending of Securities

         The Trust may lend its portfolio securities to brokers, dealers
and other financial institutions which meet the creditworthiness standards
established by the board of trustees of the Trust ("Qualified
Institutions"). By lending its portfolio securities, the Trust attempts to
increase its income through the receipt of interest on the loan. Any gain
or loss in the market price of the securities loaned that may occur during
the term of the loan will be for the account of the Trust. The Trust may
lend its portfolio securities so long as the terms and the structure of
such loans are not inconsistent with the requirements of the Investment
Company Act, which currently require that (a) the borrower pledge and
maintain with the Trust collateral consisting of cash, a letter of credit
issued by a U.S. bank, or securities issued or guaranteed by the U.S.
government having a value at all times not less than 100% of the value of
the securities loaned, (b) the borrower add to such collateral whenever the
price of the securities loaned rises (i.e., the value of the loan is
"marked to the market" on a daily basis), (c) the loan be made subject to
termination by the Trust at any time and (d) the Trust receive reasonable
interest on the loan (which may include the Trust's investing any cash
collateral in interest bearing short-term investments), any distributions
on the loaned securities and any increase in their market value. The Trust
will not lend portfolio securities if, as a result, the aggregate value of
such loans exceeds 33 1/3% of the value of the Trust's total assets
(including such loans). Loan arrangements made by the Trust will comply
with all other applicable regulatory requirements, including the rules of
the New York Stock Exchange. All relevant facts and circumstances,
including the creditworthiness of the Qualified Institution, will be
monitored by BlackRock and will be considered in making decisions with
respect to lending of securities, subject to review by the Trust's board of
trustees.

         The Trust may pay reasonable negotiated fees in connection with
loaned securities, so long as such fees are set forth in a written contract
and approved by the Trust's board of trustees. In addition, voting rights
may pass with the loaned securities, but if a material event were to occur
affecting such a loan, the loan must be called and the securities voted.

Residual Interest Municipal Bonds

         The Trust currently does not intend to invest in residual interest
municipal bonds. Residual interest municipal bonds pay interest at rates
that bear an inverse relationship to the interest rate on another security
or the value of an index ("inverse floaters"). An investment in inverse
floaters may involve greater risk than an investment in a fixed-rate bond.
Because changes in the interest rate on the other security or index
inversely affect the residual interest paid on the inverse floater, the
value of an inverse floater is generally more volatile than that of a
fixed-rate bond. Inverse floaters have interest rate adjustment formulas
which generally reduce or, in the extreme, eliminate the interest paid to
the Trust when short-term interest rates rise, and increase the interest
paid to the Trust when short-term interest rates fall. Inverse floaters
have varying degrees of liquidity, and the market for these securities is
relatively volatile. These securities tend to underperform the market for
fixed-rate bonds in a rising interest rate environment, but tend to
outperform the market for fixed-rate bonds when interest rates decline.
Shifts in long-term interest rates may, however, alter this tendency.
Although volatile, inverse floaters typically offer the potential for
yields exceeding the yields available on fixed-rate bonds with comparable
credit quality, coupon, call provisions and maturity. These securities
usually permit the investor to convert the floating rate to a fixed rate
(normally adjusted downward), and this optional conversion feature may
provide a partial hedge against rising rates if exercised at an opportune
time. Investment in inverse floaters may amplify the effects of the Trust's
use of leverage. Should short-term interest rates rise, the combination of
the Trust's investment in inverse floaters and the use of leverage likely
will adversely affect the Trust's income. Although the Trust does not
intend initially to invest in inverse floaters, the Trust may do so at some
point in the future. The Trust will provide shareholders 30 days' written
notice prior to any change in its policy of not investing in inverse
floaters.


                          MANAGEMENT OF THE TRUST

Investment Management Agreement

         Although BlackRock Advisors intends to devote such time and effort
to the business of the Trust as is reasonably necessary to perform its
duties to the Trust, the services of BlackRock Advisors are not exclusive
and BlackRock Advisors provides similar services to other investment
companies and other clients and may engage in other activities.

         The investment management agreement also provides that in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations thereunder, BlackRock Advisors is not liable
to the Trust or any of the Trust's shareholders for any act or omission by
BlackRock Advisors in the supervision or management of its respective
investment activities or for any loss sustained by the Trust or the Trust's
shareholders and provides for indemnification by the Trust of BlackRock
Advisors, its directors, officers, employees, agents and control persons
for liabilities incurred by them in connection with their services to the
Trust, subject to certain limitations and conditions.

         The investment management agreement and certain waivers of the
management fees were approved by the Trust's board of trustees, on May 24,
2001, including a majority of the trustees who are not parties to the
agreement or interested persons of any such party (as such term is defined
in the Investment Company Act). This agreement provides for the Trust to
pay a management fee at an annual rate equal to 0.70% of the average weekly
value of the Trust's Managed Assets. A related waiver letter from BlackRock
Advisors provided for a temporary fee waiver of 0.30% of the average weekly
value of the Trust's total Managed Assets in each of the first five years
of the Trust's operations (through July 31, 2006) and for a declining
amount for an additional five years. Subsequently, BlackRock Advisors
unilaterally agreed to permanently waive a portion of the management fee to
which it is entitled equal to 0.10% of the average weekly value of the
Trust's total Managed Assets and adjusted the temporary fee waiver so that
BlackRock Advisors would waive 0.25% of the average weekly value of the
Trust's total Managed Assets in each of the first five years and would
waive a declining amount for an additional four years as set forth in the
prospectus under "Management of the Trust -- Investment Management
Agreement." The net effect of the permanent fee waiver and the adjusted
temporary fee waiver schedule was to reduce the management fees paid by the
Trust by 0.05% of the Trust's total Managed Assets in each of the first ten
years of the Trust's operations and to reduce the management fees paid by
the Trust by 0.10% of the Trust's total Managed Assets in each year
thereafter.

         The investment management agreement and the waivers of management
fees were approved by the sole common shareholder of the Trust as of July
19, 2001. The investment management agreement will continue in effect for a
period of two years from its effective date, and if not sooner terminated,
will continue in effect for successive periods of 12 months thereafter,
provided that each continuance is specifically approved at least annually
by both (1) the vote of a majority of the Trust's board of trustees or the
vote of a majority of the outstanding voting securities of the Trust (as
such term is defined in the Investment Company Act) and (2) by the vote of
a majority of the trustees who are not parties to the investment management
agreement or interested persons (as such term is defined in the Investment
Company Act) of any such party, cast in person at a meeting called for the
purpose of voting on such approval. The investment management agreement may
be terminated as a whole at any time by the Trust, without the payment of
any penalty, upon the vote of a majority of the Trust's board of trustees
or a majority of the outstanding voting securities of the Trust or by
BlackRock Advisors, on 60 days' written notice by either party to the
other. The investment management agreement will terminate automatically in
the event of its assignment (as such term is defined in the Investment
Company Act and the rules thereunder).

Sub-Investment Advisory Agreement

         BlackRock Financial Management, the Sub-Advisor, is a wholly owned
subsidiary of BlackRock, Inc. Pursuant to the sub-investment advisory
agreement, BlackRock Advisors has appointed BlackRock Financial Management,
one of its affiliates, to perform certain of the day-to-day investment
management of the Trust. BlackRock Financial Management will receive a
portion of the management fee paid by the Trust to BlackRock Advisors. From
the management fees, BlackRock Advisors will pay BlackRock Financial
Management, for serving as Sub-Advisor, a fee equal to: (i) prior to July
31, 2002, 38% of the monthly management fees received by BlackRock
Advisors, (ii) from August 1, 2002 to July 31, 2003, 19% of the monthly
management fees received by BlackRock Advisors; and (iii) after July 31,
2003, 0% of the management fees received by BlackRock Advisors; provided
thereafter that the Sub-Advisor may be compensated at cost for any services
rendered to the Trust at the request of BlackRock Advisors and approved of
by the board of trustees.

         The sub-investment advisory agreement also provides that, in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations thereunder, the Trust will indemnify BlackRock
Financial Management, its directors, officers, employees, agents,
associates and control persons for liabilities incurred by them in
connection with their services to the Trust, subject to certain
limitations.

         Although BlackRock Financial Management intends to devote such
time and effort to the business of the Trust as is reasonably necessary to
perform its duties to the Trust, the services of BlackRock Financial
Management are not exclusive and BlackRock Financial Management provides
similar services to other investment companies and other clients and may
engage in other activities.

         The sub-investment advisory agreement was approved by the Trust's
board of trustees on May 24, 2001, including a majority of the trustees who
are not parties to the agreement or interested persons of any such party
(as such term is defined in the Investment Company Act). The sub-investment
advisory agreement was approved by the sole common shareholder of the Trust
as of July 19, 2001. The sub-investment advisory agreement will continue in
effect for a period of two years from its effective date, and if not sooner
terminated, will continue in effect for successive periods of 12 months
thereafter, provided that each continuance is specifically approved at
least annually by both (1) the vote of a majority of the Trust's board of
trustees or the vote of a majority of the outstanding voting securities of
the Trust (as defined in the Investment Company Act) and (2) by the vote of
a majority of the trustees who are not parties to such agreement or
interested persons (as such term is defined in the Investment Company Act)
of any such party, cast in person at a meeting called for the purpose of
voting on such approval. The sub-investment advisory agreement may be
terminated as a whole at any time by the Trust, without the payment of any
penalty, upon the vote of a majority of the Trust's board of trustees or a
majority of the outstanding voting securities of the Trust, or by BlackRock
Advisors or BlackRock Financial Management, on 60 days' written notice by
either party to the other. The sub-investment advisory agreement will also
terminate automatically in the event of its assignment (as such term is
defined in the Investment Company Act and the rules thereunder).

Trustees and Officers

         The officers of the Trust manage its day-to-day operations. The
officers are directly responsible to the Trust's board of trustees which
sets broad policies for the Trust and chooses its officers. The following
is a list of the trustees and officers of the Trust and a brief statement
of their present positions and principal occupations during the past five
years. Trustees who are interested persons of the Trust (as defined in the
Investment Company Act) are denoted by an asterisk (*). Trustees who are
independent trustees (as defined in the Investment Company Act) (the
"Independent Trustees") are denoted without an asterisk. The business
address of the Trust, BlackRock Advisors and their board members and
officers is 100 Bellevue Parkway, Wilmington, Delaware 19809, unless
specified otherwise below. The trustees listed below are either trustees or
directors of other closed-end funds in which BlackRock Advisors acts as
investment advisor.


                                           Principal Occupation During The
   Name and Address         Title       Past Five Years and Other Affiliations
   ----------------         -----       --------------------------------------

Andrew F.  Brimmer            Trustee     President of Brimmer &
4400 MacArthur Blvd.,                     Company, Inc., a
N.W.                                      Washington, D.C.-based
Suite 302                                 economic and financial
Washington, DC  20007                     consulting firm. Director
Age:  74                                  of CarrAmerica Realty
                                          Corporation and
                                          Borg-Warner Automotive.
                                          Formerly member of the
                                          Board of Governors of the
                                          Federal Reserve System.
                                          Formerly Director of
                                          AirBorne Express,
                                          BankAmerica Corporation
                                          (Bank of America), Bell
                                          South Corporation,
                                          College Retirement
                                          Equities Fund (Trustee),
                                          Commodity Exchange, Inc.
                                          (Public Governor),
                                          Connecticut Mutual Life
                                          Insurance Company, E.I.
                                          Dupont de Nemours &
                                          Company, Equitable Life
                                          Assurance Society of the
                                          United States, Gannett
                                          Company, Mercedes-Benz of
                                          North America, MNC
                                          Financial Corporation
                                          (American Security Bank),
                                          NMC Capital Management,
                                          Navistar International
                                          Corporation, PHH Corp.
                                          and UAL Corporation
                                          (United Airlines).

Richard E.  Cavanagh          Trustee     President and Chief
845 Third Avenue                          Executive Officer of The
New York, NY  10022                       Conference Board, Inc., a
Age:  54                                  leading global business
                                          membership organization,
                                          from 1995- present.
                                          Former Executive Dean of
                                          the John F. Kennedy
                                          School of Government at
                                          Harvard University from
                                          1988-1995. Acting
                                          Director, Harvard Center
                                          for Business and
                                          Government (1991- 1993).
                                          Formerly Partner
                                          (principal) of McKinsey &
                                          Company, Inc.
                                          (1980-1988). Former
                                          Executive Director of
                                          Federal Cash Management,
                                          White House Office of
                                          Management and Budget
                                          (1977-1979). Co-author,
                                          The Winning Performance
                                          (best selling management
                                          book published in 13
                                          national editions).
                                          Trustee Emeritus,
                                          Wesleyan University.
                                          Trustee, Drucker
                                          Foundation, Airplanes
                                          Group, Aircraft Finance
                                          Trust (AFT) and
                                          Educational Testing
                                          Service (ETS). Director,
                                          Arch Chemicals, Fremont
                                          Group and The Guardian
                                          Life Insurance Company of
                                          America.

Kent Dixon                    Trustee     Consultant/Investor.
430 Sandy Hook Road                       Former President and
St.  Petersburg, FL 33706                 Chief Executive Officer
Age:  63                                  of Empire Federal Savings
                                          Bank of America and Banc
                                          PLUS Savings Association,
                                          former Chairman of the
                                          Board, President and
                                          Chief Executive Officer
                                          of Northeast Savings.
                                          Former Director of ISFA
                                          (the owner of INVEST, a
                                          national securities
                                          brokerage service
                                          designed for banks and
                                          thrift institutions).

Frank J.  Fabozzi             Trustee     Consultant. Editor of The
858 Tower View Circle                     Journal of Portfolio
New Hope, PA  18938                       Management and Adjunct
Age:  52                                  Professor of Finance at
                                          the School of Management
                                          at Yale University.
                                          Director, Guardian Mutual
                                          Funds Group. Author and
                                          editor of several books
                                          on fixed income portfolio
                                          management. Visiting
                                          Professor of Finance and
                                          Accounting at the Sloan
                                          School of Management,
                                          Massachusetts Institute
                                          of Technology from 1986
                                          to August 1992.

Laurence D.  Fink*            Trustee     Director, Chairman and
Age:  48                                  Chief Executive Officer
                                          of BlackRock, Inc. since
                                          its formation in 1998 and
                                          of BlackRock, Inc.'s
                                          predecessor entities
                                          since 1988. Chairman of
                                          the Management Committee
                                          of BlackRock, Inc.
                                          Formerly, Managing
                                          Director of the First
                                          Boston Corporation,
                                          Member of its Management
                                          Committee, Co-head of its
                                          Taxable Fixed Income
                                          Division and Head of its
                                          Mortgage and Real Estate
                                          Products Group.
                                          Currently, Chairman of
                                          the Board of each of the
                                          closed-end Trusts in
                                          which BlackRock Advisors,
                                          Inc. acts as investment
                                          advisor, President,
                                          Treasurer and a Trustee
                                          of the BlackRock Funds,
                                          Chairman of the Board and
                                          Director of Anthracite
                                          Capital, Inc., a Director
                                          of BlackRock's offshore
                                          funds and alternative
                                          products and Chairman of
                                          the Board of Nomura
                                          BlackRock Asset
                                          Management Co., Ltd.
                                          Currently, Vice Chairman
                                          of the Board of Trustees
                                          of Mount Sinai-New York
                                          University Medical Center
                                          and Health System and a
                                          Member of the Board of
                                          Phoenix House.

James Clayburn LaForce, Jr.   Trustee     Dean Emeritus of The John
P.O.  Box 1595                            E. Anderson Graduate
Pauma Valley, CA  92061                   School of Management,
Age:  72                                  University of California
                                          since July 1, 1993.
                                          Director, Jacobs
                                          Engineering Group, Inc.,
                                          Payden & Rygel Investment
                                          Trust, Provident
                                          Investment Counsel Funds,
                                          Timken Company, Motor
                                          Cargo Industries and
                                          Trust for Investment
                                          Managers. Acting Dean of
                                          The School of Business,
                                          Hong Kong University of
                                          Science and Technology
                                          1990-1993. From 1978 to
                                          September 1993, Dean of
                                          The John E. Anderson
                                          Graduate School of
                                          Management, University of
                                          California.

Walter F. Mondale             Trustee     Partner, Dorsey &
220 South Sixth Street                    Whitney, a law firm
Minneapolis, MN 55402                     (December 1996-present,
Age: 73                                   September 1987-August
                                          1993). Formerly, U.S.
                                          Ambassador to Japan
                                          (1993-1996). Formerly
                                          Vice President of the
                                          United States, U.S.
                                          Senator and Attorney
                                          General of the State of
                                          Minnesota. 1984
                                          Democratic Nominee for
                                          President of the United
                                          States. Director,
                                          Northwest Airlines
                                          Corporation, NWA Inc.,
                                          Northwest Airlines, Inc.
                                          and UnitedHealth Group
                                          Corporation.

Ralph L. Schlosstein*       Trustee and   Director since 1999 and
Age: 50                     President     President of BlackRock,
                                          Inc. since its formation
                                          in 1998 and of BlackRock,
                                          Inc.'s predecessor
                                          entities since 1988.
                                          Member of the Management
                                          Committee and Investment
                                          Strategy Group of
                                          BlackRock, Inc. Formerly,
                                          Managing Director of
                                          Lehman Brothers, Inc. and
                                          Co-head of its Mortgage
                                          and Savings Institutions
                                          Group. Currently,
                                          President of each of the
                                          closed-end Trusts in
                                          which BlackRock Advisors,
                                          Inc. acts as investment
                                          advisor and a Director
                                          and Officer of
                                          BlackRock's alternative
                                          products. Currently, a
                                          Member of the Visiting
                                          Board of Overseers of the
                                          John F. Kennedy School of
                                          Government at Harvard
                                          University, the Financial
                                          Institutions Center Board
                                          of the Wharton School of
                                          the University of
                                          Pennsylvania, and a
                                          Trustee of New Visions
                                          for Public Education in
                                          New York City. Formerly,
                                          a Director of Pulte
                                          Corporation and a Member
                                          of Fannie Mae's Advisory
                                          Council.

Anne F. Ackerley             Secretary    Managing Director of
Age: 39                                   BlackRock, Inc. since
                                          2000. Formerly First Vice
                                          President and Chief
                                          Operating Officer,
                                          Mergers and Acquisitions
                                          Group at Merrill Lynch &
                                          Co. from 1997 to 2000;
                                          First Vice President and
                                          Chief Operating Officer,
                                          Public Finance Group at
                                          Merrill Lynch & Co. from
                                          1995 to 1997; First Vice
                                          President, Emerging
                                          Markets Fixed Income
                                          Research at Merrill Lynch
                                          & Co. prior thereto.

Henry Gabbary                Treasurer    Managing Director of
Age: 53                                   BlackRock, Inc. and its
                                          predecessor entities.

Robert S. Kapito             Vice         Vice Chairman of
Age: 44                      President    BlackRock, Inc. and its
                                          predecessor entities.

Kevin Klingert               Vice         Managing Director of
Age: 38                      President    BlackRock, Inc. and its
                                          predecessor entities.

James Kong                   Assistant    Managing Director of
Age: 38                      Treasurer    BlackRock, Inc. and its
                                          predecessor entities.

Richard Shea, Esq.           Vice         Managing Director of
Age: 41                      President/   BlackRock, Inc. since
                             Tax          2000; Chief Operating
                                          Officer and Chief
                                          Financial Officer of
                                          Anthracite Capital, Inc.
                                          since 1998. Formerly,
                                          Director of BlackRock,
                                          Inc. and its predecessor
                                          entities.

         As of , 2001, no person is known to the Trust to own of record or
beneficially 5% or more of the outstanding common shares or Preferred
Shares.

         The fees and expenses of the Independent Trustees of the Trust are
paid by the Trust. The trustees who are members of the BlackRock
organization receive no compensation from the Trust. During the year ended
December 31, 2000, the Independent Trustees/Directors earned the
compensation set forth below in their capacities as trustees/directors of
the funds in the BlackRock Family of Funds. It is estimated that the
Independent Trustees will receive from the Trust the amounts set forth
below for the Trust's calendar year ending December 31, 2001, assuming the
Trust had been in existence for the full calendar year.


                                                       Total Compensation from
                                    Estimated           the Trust and Fund
                                  Compensation            Complex Paid to
        Name of Board Member       From Trust           Board Member (1)
- ------------------------------- -------------------- -------------------------
Andrew R. Brimmer..............   $  6,000 (2) (3)         $ 160,000 (4)
Richard E. Cavanagh        ....   $  6,000 (2)             $ 160,000 (4)
Kent Dixon.....................   $  6,000 (2)             $ 160,000 (4)
Frank J. Fabozzi  .............   $  6,000 (2)             $ 160,000 (4)
James Clayburn La Force, Jr....   $  6,000 (2)             $ 160,000 (4)
Walter F. Mondale                 $  6,000 (2)             $ 160,000 (4)
- -------------
(1)   Represents the total compensation earned by such persons during the
      calendar year ended December 31, 2000 from the twenty-two closed-end
      funds advised by the Advisor (the "Fund Complex"). Two of these
      funds, BlackRock
      Target Term Trust and the BlackRock 2001 Term Trust were terminated
      on December 29, 2000 and June 30, 2001 respectively.
(2)   Of these amounts it is anticipated that Messrs. Brimmer, Cavanagh, La
      Force and Mondale will defer $1,500, $1,500, $3,750 and $1,500,
      respectively, pursuant to the Fund Complex's deferred compensation
      plan.
(3)   At a meeting of the boards of directors/trustees of the Fund Complex
      held on August 24, 2000, Dr. Brimmer was appointed "lead director"
      for each board of trustees/directors in the Fund Complex. For his
      services as lead trustee/director, Dr. Brimmer will be compensated in
      the amount of $40,000 per annum by the Fund Complex to be allocated
      among the funds in the Fund Complex based on each fund's relative net
      assets.
(4)   Of this amount, Messrs. Brimmer, Cavanagh, La Force and Mondale
      deferred $12,000, $12,000, $77,500 and $31,000, respectively,
      pursuant to the Fund Complex's deferred compensation plan.

         Each Independent Trustee/Director receives an annual fee
calculated as follows: (i) $6,000 from each fund/trust in the Fund Complex
and (ii) $1,500 for each meeting of each board in the Fund Complex attended
by such Independent Trustee/Director. The total annual aggregate
compensation for each Independent Trustee/Director is capped at $160,000
per annum, except that Dr. Brimmer receives an additional $40,000 from the
Fund Complex for acting as the lead trustee/ director for each board of
trustees/directors in the Fund Complex. In the event that the $160,000 cap
is met with respect to an Independent Trustee/Director, the amount of the
Independent Trustee/Director's fee borne by each fund in the Fund Complex
is reduced by reference to the net assets of the Trust relative to the
other funds in the Fund Complex. In addition, the attendance fees of each
Independent Trustee/Director of the funds/trusts are reduced
proportionately, based on each respective fund's/trust's net assets, so
that the aggregate per meeting fee for all meetings of the boards of
trustees/directors of the funds/trusts held on a single day does not exceed
$20,000 for any Independent Trustee/Director.


Codes of Ethics

         The Trust, the Advisor, the Sub-Advisor and the Trust's principal
underwriters have adopted codes of ethics under Rule 17j-1 of the
Investment Company Act. These codes permit personnel subject to the codes
to invest in securities, including securities that may be purchased or held
by the Trust.

Investment Advisor and Sub-Advisor

         BlackRock Advisors, Inc. acts as the Trust's investment advisor.
BlackRock Financial Management acts as the Trust's sub-advisor. BlackRock
Advisors and BlackRock Financial Management are both wholly owned
subsidiaries of BlackRock, Inc., which is one of the largest publicly
traded investment management firms in the United States with $213 billion
of assets under management as of June 30, 2001. BlackRock Advisors is one
of the nation's leading fixed income managers with over $122 billion of
fixed income assets under management. BlackRock, Inc. and its affiliates
manage assets on behalf of more than 3,300 institutions and 200,000
individuals worldwide, including nine of the 10 largest companies in the
U.S. as determined by Fortune Magazine, through a variety of equity, fixed
income, liquidity and alternative investment separate accounts and mutual
funds, including the company's flagship fund families, BlackRock Funds and
BlackRock Provident Institutional Funds. BlackRock, Inc. is the nation's
26th largest asset management firm according to Pensions & Investments, May
14, 2001.

         The BlackRock organization has over 12 years of experience
managing closed-end products and currently advises a closed-end family of
20 funds. BlackRock has 13 leveraged municipal closed-end funds under
management and approximately $16 billion in municipal assets firm-wide. As
of June 30, 2001, BlackRock managed over $5.4 billion in closed-end
products. In March 2001, a Fortune Magazine article entitled "The Hidden
Beauty of Bonds" by Andy Serwer called BlackRock "perhaps the greatest
success story on Wall Street in the past half-decade." In addition,
BlackRock provides risk management and investment system services to a
growing number of institutional investors under the BlackRock Solutions
name. In January 2001, Risk Magazine named BlackRock "Asset Management Risk
Manager of the Year." Clients are served from the company's headquarters in
New York City, as well as offices in Wilmington, Delaware, San Francisco,
California, Hong Kong, Edinburgh, Scotland and Tokyo, Japan. BlackRock,
Inc. is a member of The PNC Financial Services Group, Inc. ("PNC"), one of
the largest diversified financial services organizations in the United
States, and is majority-owned by PNC and by BlackRock employees.

                    PORTFOLIO TRANSACTIONS AND BROKERAGE

         The Advisor and the Sub-Advisor are responsible for decisions to
buy and sell securities for the Trust, the selection of brokers and dealers
to effect the transactions and the negotiation of prices and any brokerage
commissions. The securities in which the Trust invests are traded
principally in the over-the-counter market. In the over-the-counter market,
securities are generally traded on a "net" basis with dealers acting as
principal for their own accounts without a stated commission, although the
price of such securities usually includes a mark-up to the dealer.
Securities purchased in underwritten offerings generally include, in the
price, a fixed amount of compensation for the manager(s), underwriter(s)
and dealer(s). The Trust may also purchase certain money market instruments
directly from an issuer, in which case no commissions or discounts are
paid. Purchases and sales of debt securities on a stock exchange are
effected through brokers who charge a commission for their services.

         The Advisor and the Sub-Advisor are responsible for effecting
securities transactions of the Trust and will do so in a manner deemed fair
and reasonable to shareholders of the Trust and not according to any
formula. The Advisor's and the Sub-Advisor's primary considerations in
selecting the manner of executing securities transactions for the Trust
will be prompt execution of orders, the size and breadth of the market for
the security, the reliability, integrity and financial condition and
execution capability of the firm, the difficulty in executing the order,
and the best net price. There are many instances when, in the judgment of
the Advisor or the Sub-Advisor, more than one firm can offer comparable
execution services. In selecting among such firms, consideration is given
to those firms which supply research and other services in addition to
execution services. Consideration may also be given to the sale of shares
of the Trust. However, it is not the policy of BlackRock, absent special
circumstances, to pay higher commissions to a firm because it has supplied
such research or other services.

         The Advisor and the Sub-Advisor are able to fulfill their
obligation to furnish a continuous investment program to the Trust without
receiving research or other information from brokers; however, each
considers access to such information to be an important element of
financial management. Although such information is considered useful, its
value is not determinable, as it must be reviewed and assimilated by the
Advisor and/or the Sub-Advisor, and does not reduce the Advisor's and/or
the Sub-Advisor's normal research activities in rendering investment advice
under the investment management agreement or the sub-investment advisory
agreement. It is possible that the Advisor's and/or the Sub-Advisor's
expenses could be materially increased if it attempted to purchase this
type of information or generate it through its own staff.

         One or more of the other investment companies or accounts which
the Advisor and/or the Sub-Advisor manages may own from time to time some
of the same investments as the Trust. Investment decisions for the Trust
are made independently from those of such other investment companies or
accounts; however, from time to time, the same investment decision may be
made for more than one company or account. When two or more companies or
accounts seek to purchase or sell the same securities, the securities
actually purchased or sold will be allocated among the companies and
accounts on a good faith equitable basis by the Advisor and/or the
Sub-Advisor in their discretion in accordance with the accounts' various
investment objectives. In some cases, this system may adversely affect the
price or size of the position obtainable for the Trust. In other cases,
however, the ability of the Trust to participate in volume transactions may
produce better execution for the Trust. It is the opinion of the Trust's
board of trustees that this advantage, when combined with the other
benefits available due to the Advisor's or the Sub-Advisor's organization,
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.

         It is not the Trust's policy to engage in transactions with the
objective of seeking profits from short-term trading. It is expected that
the annual portfolio turnover rate of the Trust will be approximately 100%
excluding securities having a maturity of one year or less. Because it is
difficult to predict accurately portfolio turnover rates, actual turnover
may be higher or lower. Higher portfolio turnover results in increased
Trust costs, including brokerage commissions, dealer mark-ups and other
transaction costs on the sale of securities and on the reinvestment in
other securities.

                     ADDITIONAL INFORMATION CONCERNING
                     THE AUCTIONS FOR PREFERRED SHARES

General

         Securities Depository. The Depository Trust Company ("DTC") will
act as the Securities Depository with respect to each series of Preferred
Shares. One certificate for all of the shares of each series will be
registered in the name of Bankers Trust Company, as nominee of the
Securities Depository. Such certificate will bear a legend to the effect
that such certificate is issued subject to the provisions restricting
transfers of shares of Preferred Shares contained in the Statement. The
Trust will also issue stop-transfer instructions to the transfer agent for
Preferred Shares. Prior to the commencement of the right of holders of
Preferred Shares to elect a majority of the Trust's trustees, as described
under "Description of Preferred Shares -- Voting Rights" in the prospectus,
Bankers Trust Company will be the holder of record of each series of
Preferred Shares and owners of such shares will not be entitled to receive
certificates representing their ownership interest in such shares.

         DTC, a New York-chartered limited purpose trust company, performs
services for its participants, some of whom (and/or their representatives)
own DTC. DTC maintains lists of its participants and will maintain the
positions (ownership interests) held by each such participant in shares of
Preferred Shares, whether for its own account or as a nominee for another
person. Additional information concerning DTC and the DTC depository system
is included as an Exhibit to the Registration Statement of which this
statement of additional information forms a part.

Concerning the Auction Agent

         The auction agent will act as agent for the Trust in connection
with Auctions. In the absence of bad faith or negligence on its part, the
auction agent will not be liable for any action taken, suffered, or omitted
or for any error of judgment made by it in the performance of its duties
under the auction agency agreement between the Trust and the auction agent
and will not be liable any error of judgment made in good faith unless the
auction agent will have been negligent in ascertaining the pertinent facts.

         The auction agent may rely upon, as evidence of the identities of
the holders of Preferred Shares, the auction agent's registry of holders,
the results of auctions and notices from any Broker-Dealer (or other
person, if permitted by the Trust) with respect to transfers described
under "The Auction -- Secondary Market Trading and Transfers of Preferred
Shares" in the prospectus and notices from the Trust. The auction agent is
not required to accept any such notice for an auction unless it is received
by the auction agent by 3:00 p.m., New York City time, on the business day
preceding such auction.

         The auction agent may terminate its auction agency agreement with
the Trust upon notice to the Trust on a date no earlier than 45 days after
such notice. If the auction agent should resign, the Trust will use its
best efforts to enter into an agreement with a successor auction agent
containing substantially the same terms and conditions as the auction
agency agreement. The Trust may remove the auction agent provided that
prior to such removal the Trust shall have entered into such an agreement
with a successor auction agent.

Broker-Dealers

         The auction agent after each auction for shares of each series of
Preferred Shares will pay to each Broker- Dealer, from funds provided by
the Trust, a service charge at the annual rate of 1/4 of 1% in the case of
any auction immediately preceding a dividend period of less than one year,
or a percentage agreed to by the Trust and the Broker- Dealers in the case
of any auction immediately preceding a dividend period of one year or
longer, of the purchase price of the series of Preferred Shares placed by
such Broker-Dealer at such auction. For the purposes of the preceding
sentence, Preferred Shares will be placed by a Broker-Dealer if such shares
were (a) the subject of hold orders deemed to have been submitted to the
auction agent by the Broker-Dealer and were acquired by such Broker-Dealer
for its own account or were acquired by such Broker-Dealer for its
customers who are beneficial owners or (b) the subject of an order
submitted by such Broker-Dealer that is (i) a submitted bid of an existing
holder that resulted in the existing holder continuing to hold such shares
as a result of the auction or (ii) a submitted bid of a potential holder
that resulted in the potential holder purchasing such shares as a result of
the auction or (iii) a valid hold order.

         The Trust may request the auction agent to terminate one or more
Broker-Dealer agreements at any time, provided that at least one
Broker-Dealer agreement is in effect after such termination.

         The Broker-Dealer agreement provides that a Broker-Dealer (other
than an affiliate of the Trust) may submit orders in auctions for its own
account, unless the Trust notifies all Broker-Dealers that they may no
longer do so, in which case Broker-Dealers may continue to submit hold
orders and sell orders for their own accounts. Any Broker- Dealer that is
an affiliate of the Trust may submit orders in auctions, but only if such
orders are not for its own account.

         If a Broker-Dealer submits an order for its own account in any
auction, it might have an advantage over other bidders because it would
have knowledge of all orders submitted by it in that auction; such
Broker-Dealer, however, would not have knowledge of orders submitted by
other Broker-Dealers in that auction.


                        DESCRIPTION OF COMMON SHARES

         A description of common shares is contained in the prospectus. The
Trust intends to hold annual meetings of shareholders so long as the common
shares are listed on a national securities exchange and such meetings are
required as a condition to such listing.


                        REPURCHASE OF COMMON SHARES

         The Trust is a closed-end investment company and as such its
shareholders will not have the right to cause the Trust to redeem their
shares. Instead, the Trust's common shares will trade in the open market at
a price that will be a function of several factors, including dividend
levels (which are in turn affected by expenses), net asset value, call
protection, dividend stability, relative demand for and supply of such
shares in the market, general market and economic conditions and other
factors. Because shares of a closed-end investment company may frequently
trade at prices lower than net asset value, the Trust's board of trustees
may consider action that might be taken to reduce or eliminate any material
discount from net asset value in respect of common shares, which may
include the repurchase of such shares in the open market or in private
transactions, the making of a tender offer for such shares, or the
conversion of the Trust to an open-end investment company. The board of
trustees may decide not to take any of these actions. In addition, there
can be no assurance that share repurchases or tender offers, if undertaken,
will reduce market discount.

         Notwithstanding the foregoing, at any time when the Trust's
Preferred Shares are outstanding, the Trust may not purchase, redeem or
otherwise acquire any of its common shares unless (1) all accrued Preferred
Shares dividends have been paid and (2) at the time of such purchase,
redemption or acquisition, the net asset value of the Trust's portfolio
(determined after deducting the acquisition price of the common shares) is
at least 200% of the liquidation value of the outstanding Preferred Shares
(expected to equal the original purchase price per share plus any accrued
and unpaid dividends thereon). Any service fees incurred in connection with
any tender offer made by the Trust will be borne by the Trust and will not
reduce the stated consideration to be paid to tendering shareholders.

         Subject to its investment restrictions, the Trust may borrow to
finance the repurchase of common shares or to make a tender offer. Interest
on any borrowings to finance share repurchase transactions or the
accumulation of cash by the Trust in anticipation of share repurchases or
tenders will reduce the Trust's net income. Any share repurchase, tender
offer or borrowing that might be approved by the Trust's board of trustees
would have to comply with the Securities Exchange Act of 1934, as amended,
the Investment Company Act and the rules and regulations thereunder.

         Although the decision to take action in response to a discount
from net asset value will be made by the board of trustees at the time it
considers such issue, it is the board's present policy, which may be
changed by the board of trustees, not to authorize repurchases of common
shares or a tender offer for such shares if: (1) such transactions, if
consummated, would (a) result in the delisting of the common shares from
the New York Stock Exchange, or (b) impair the Trust's status as a
regulated investment company under the Code, (which would make the Trust a
taxable entity, causing the Trust's income to be taxed at the corporate
level in addition to the taxation of shareholders who receive dividends
from the Trust) or as a registered closed-end investment company under the
Investment Company Act; (2) the Trust would not be able to liquidate
portfolio securities in an orderly manner consistent with the Trust's
investment objective and policies in order to repurchase shares; or (3)
there is, in the board's judgment, any (a) material legal action or
proceeding instituted or threatened challenging such transactions or
otherwise materially adversely affecting the Trust, (b) general suspension
of or limitation on prices for trading securities on the New York Stock
Exchange, (c) declaration of a banking moratorium by Federal or state
authorities or any suspension of payment by United States or New York
banks, (d) material limitation affecting the Trust or the issuers of its
portfolio securities by Federal or state authorities on the extension of
credit by lending institutions or on the exchange of foreign currency, (e)
commencement of war, armed hostilities or other international or national
calamity directly or indirectly involving the United States, or (f) other
event or condition which would have a material adverse effect (including
any adverse tax effect) on the Trust or its shareholders if shares were
repurchased. The board of trustees may in the future modify these
conditions in light of experience.

         The repurchase by the Trust of its shares at prices below net
asset value will result in an increase in the net asset value of those
shares that remain outstanding. However, there can be no assurance that
share repurchases or tender offers at or below net asset value will result
in the Trust's common shares trading at a price equal to their net asset
value. Nevertheless, the fact that the Trust's common shares may be the
subject of repurchase or tender offers from time to time, or that the Trust
may be converted to an open-end investment company, may reduce any spread
between market price and net asset value that might otherwise exist.

         In addition, a purchase by the Trust of its common shares will
decrease the Trust's total assets which would likely have the effect of
increasing the Trust's expense ratio. Any purchase by the Trust of its
common shares at a time when Preferred Shares are outstanding will increase
the leverage applicable to the outstanding common shares then remaining.

         Before deciding whether to take any action if the common shares
trade below net asset value, the Trust's board of trustees would likely
consider all relevant factors, including the extent and duration of the
discount, the liquidity of the Trust's portfolio, the impact of any action
that might be taken on the Trust or its shareholders and market
considerations. Based on these considerations, even if the Trust's shares
should trade at a discount, the board of trustees may determine that, in
the interest of the Trust and its shareholders, no action should be taken.


                                TAX MATTERS

         The Trust intends to qualify under subchapter M of the Code as a
regulated investment company and to satisfy conditions which enable
dividends on common shares or Preferred Shares which are attributable to
interest on tax-exempt municipal securities to be exempt from Federal
income tax in the hands of owners of such shares, subject to the possible
application of the Federal alternative minimum tax.

         To qualify under Subchapter M for tax treatment as a regulated
investment company, the Trust must, among other things: (a) distribute to
its shareholders at least an amount equal to the sum of (i) 90% of its net
investment income (which is its investment company taxable income as that
term is defined in the Code but determined without regard to the deduction
for dividends paid) and (ii) 90% of its net tax-exempt income and (b)
diversify its holdings so that, at the end of each fiscal quarter of the
Trust (i) at least 50% of the market value of the Trust's assets is
represented by cash, cash items, U.S. government securities and securities
of other regulated investment companies, and other securities, with these
other securities limited, with respect to any one issuer, to an amount not
greater in value than 5% of the Trust's total assets, and to not more than
10% of the outstanding voting securities of such issuer, and (ii) not more
than 25% of the market value of the Trust's assets is invested in the
securities of any one issuer (other than U.S. government securities or
securities of other regulated investment companies). In meeting these
requirements of subchapter M of the Code, the Trust may be restricted in
the utilization of certain of the investment techniques described above and
in the prospectus. If in any year the Trust should fail to qualify under
Subchapter M for tax treatment as a regulated investment company, the Trust
would incur a regular Federal corporate income tax upon its taxable income
for that year, and distributions to its shareholders would be taxable to
such holders as ordinary income to the extent of the earnings and profits
of the Trust. A regulated investment company that fails to distribute, by
the close of each calendar year, at least an amount equal to the sum of 98%
of its ordinary taxable income for such year and 98% of its capital gain
net income for the one year period ending October 31 in such year, plus any
shortfalls from the prior year's required distribution, is liable for a 4%
excise tax on the portion of the undistributed amount of such income that
is less than the required amount for such distributions. To avoid the
imposition of this excise tax, the Trust generally makes the required
distributions of its ordinary taxable income, if any, and its capital gain
net income, to the extent possible, by the close of each calendar year.

         Certain of the Trust's investment practices are subject to special
provisions of the Code that, among other things, may deter the use of
certain deductions or losses of the Trust and affect the holding period of
securities held by the Trust and the character of the gains or losses
realized by the Trust. These provisions may also require the Trust to
recognize income or gain without receiving cash with which to make
distributions in the amounts necessary to satisfy the requirements for
maintaining regulated investment company status and for avoiding income and
excise taxes. The Trust will monitor its transactions and may make certain
tax elections in order to mitigate the effect of these rules and prevent
disqualification of the Trust as a regulated investment company.

         The Trust intends to qualify to pay "exempt-interest" dividends,
as defined in the Code on its common shares and Preferred Shares. In order
for any distributions to owners of the Trust's Preferred Shares to be
eligible to be treated as exempt-interest dividends, such Preferred Shares
must be treated as stock for Federal income tax purposes. Under the Code,
at the close of each quarter of its taxable year, if at least 50% of the
value of its total assets consists of municipal bonds, the Trust will be
qualified to pay exempt-interest dividends to its shareholders.
Exempt-interest dividends are dividends or any part thereof (other than a
capital gain dividend) paid by the Trust which are attributable to interest
on municipal bonds and are so designated by the Trust. Exempt-interest
dividends will be exempt from Federal income tax, subject to the possible
application of the Federal alternative minimum tax. Insurance proceeds
received by the Trust under any insurance policies in respect of scheduled
interest payments on defaulted municipal bonds, as described herein, will
generally be excludable from gross income under Section 103(a) of the Code.
In the case of non-appropriation by a political subdivision, however, there
can be no assurance that payments made by the issuer representing interest
on such "non-appropriation" municipal lease obligations will be excludable
from gross income for Federal income tax purposes. See "Investment Policies
and Techniques" above. Gains of the Trust that are attributable to market
discount on certain municipal obligations are treated as ordinary income.
Distributions to shareholders by the Trust of net income received, if any,
from taxable temporary investments and net short-term capital gains, if
any, realized by the Trust will be taxable to its shareholders as ordinary
income. Distributions by the Trust of net capital gains (which are the
excess of net long-term capital gains over net short term capital loss), if
any, are taxable as long-term capital gain, regardless of the length of
time the shareholder has owned common shares or Preferred Shares. The
amount of taxable income allocable to the Trust's Preferred shares will
depend upon the amount of such income realized by the Trust, but is not
generally expected to be significant. Except for dividends paid on
Preferred Shares which include an allocable portion of any net capital
gains or other taxable income, the Trust anticipates that all other
dividends paid on shares of its Preferred Shares will constitute
exempt-interest dividends for Federal income tax purposes. Distributions,
if any, in excess of the Trust's earnings and profits will first reduce the
adjusted tax basis of a shareholder's shares and, after that basis has been
reduced to zero, will constitute capital gains to the shareholder (assuming
the shares are held as a capital asset). As long as the Trust qualifies as
a regulated investment company under the Code, no part of its distributions
to shareholders will qualify for the dividends-received deduction for
corporations. The interest on private activity bonds in most instances is
not Federally tax-exempt to a person who is a "substantial user" of a
facility financed by such bonds or a "related person" of such "substantial
user." As a result, the Trust may not be an appropriate investment for
shareholders who are considered either a "substantial user" or a "related
person" within the meaning of the Code. In general, a "substantial user" of
a facility includes a "non-exempt person who regularly uses a part of such
facility in his trade or business," "Related persons" are in general
defined to include persons among whom there exists a relationship, either
by family or business, which would result in a disallowance of losses in
transactions among them under various provisions of the Code (or if they
are members of the same controlled group of corporations under the Code),
including a partnership and each of its partners (and certain members of
their families), an S corporation and each of its shareholders (and certain
members of their families) and various combinations of these and other
relationships. The foregoing is not a complete description of all of the
provisions of the Code covering the definitions of "substantial user" and
"related person."

         Federal tax law imposes an alternative minimum tax with respect to
both corporations and individuals. Interest on certain municipal
obligations, such as bonds issued to make loans for housing purposes or to
private entities (but not to certain tax-exempt organizations such as
universities and non-profit hospitals) is included as an item of tax
preference in determining the amount of a taxpayer's alternative minimum
taxable income. To the extent that the Trust receives income from municipal
obligations subject to the Federal alternative minimum tax, a portion of
the dividends paid by it, although otherwise exempt from Federal income
tax, will be taxable to its shareholders to the extent that their tax
liability is determined under the alternative minimum tax. The Trust will
annually supply a report indicating the percentage of the Trust's income
attributable to municipal obligations subject to the alternative minimum
tax. In addition, for certain corporations, alternative minimum taxable
income is increased by 75% of the difference between an alternative measure
of income ("adjusted current earnings") and the amount otherwise determined
to be the alternative minimum taxable income. Interest on all municipal
obligations, and therefore all distributions by the Trust that would
otherwise be tax-exempt, is included in calculating a corporation's
adjusted current earnings. Certain small corporations are not subject to
the alternative minimum tax.

         Tax-exempt income, including exempt-interest dividends paid by the
Trust, is taken into account in calculating the amount of Social Security
and railroad retirement benefits that may be subject to Federal income tax.

         The Internal Revenue Service (the "IRS") requires that a regulated
investment company that has two or more classes of shares must designate to
each such class proportionate amounts of each type of its income for each
tax year based upon the percentage of total dividends distributed to each
class for such year. The Trust intends each year to allocate, to the
fullest extent practicable, net tax-exempt interest, net capital gain and
other taxable income, if any, between its common shares and preferred
shares, including the Preferred Shares, in proportion to the total
dividends paid to each class with respect to such year. To the extent
permitted under applicable law, the Trust reserves the right to make
special allocations of income within a class, consistent with the
objectives of the Trust. The Trust may, at its election, notify the Auction
Agent of the amount of any net capital gain or other income taxable for
Federal income tax purposes to be included in any dividend on shares of its
Preferred Shares prior to the Auction establishing the Applicable Rate for
such dividend. If the Trust allocates any net capital gain or other taxable
income for Federal income tax purposes to its Preferred Shares without
having given advance notice thereof as described above, the Trust generally
will be required to make payments to owners of its Preferred Shares to
which such allocation was made in order to offset the Federal income tax
effect of the taxable income so allocated as described under "Description
of Preferred Shares -- Dividends and Dividend Periods -- Additional
Dividends" in the prospectus.

         If at any time when the Trust's Preferred Shares are outstanding
the Trust fails to meet the Preferred Shares Basic Maintenance Amount or
the Investment Company Act Preferred Shares Asset Coverage, the Trust will
be required to suspend distributions to holders of its common shares until
such maintenance amount or asset coverage, as the case may be, is restored.
See "Description of Preferred Shares -- Dividends and Dividend Periods --
Restrictions on Dividends and Other Distributions" in the prospectus. This
may prevent the Trust from distributing at least an amount equal to the sum
of 90% of its net investment income and 90% of its net tax-exempt income,
and may therefore jeopardize the Trust's qualification for taxation as a
regulated investment company or cause the Trust to incur a tax liability or
a non-deductible 4% excise tax on the undistributed taxable income
(including gain), or both. Upon failure to meet the Preferred Shares Basic
Maintenance Amount or the Investment Company Act Preferred Shares Asset
Coverage, the Trust will be required to redeem its shares of Preferred
Shares in order to maintain or restore such maintenance amount or asset
coverage and avoid the adverse consequences to the Trust and its
shareholders of failing to qualify as a regulated investment company. There
can be no assurance, however, that any such redemption would achieve such
objectives.

         The Trust may, at its option, redeem its Preferred Shares in whole
or in part, and is required to redeem Preferred Shares to the extent
required to maintain the Preferred Shares Basic Maintenance Amount and the
Investment Company Act Preferred Shares Asset Coverage. Gain or loss, if
any, resulting from a redemption of Preferred Shares will be taxed as gain
or loss from the sale or exchange of Preferred Shares under Section 302 of
the Code rather than as a dividend, but only if the redemption distribution
(a) is deemed not to be essentially equivalent to a dividend, (b) is in
complete redemption of an owners interest in the Trust, (c) is
substantially disproportionate with respect to the owner, or (d) with
respect to a non-corporate owner, is in partial liquidation of the owners
interest in the Trust. For purposes of (a), (b) and (c) above, a
shareholder's ownership of common shares will be taken into account.

         The Code provides that interest on indebtedness incurred or
continued to purchase or carry the Trust's shares to which exempt-interest
dividends are allocated is not deductible. Under rules used by the IRS for
determining when borrowed Trusts are considered used for the purpose of
purchasing or carrying particular assets, the purchase or ownership of
shares may be considered to have been made with borrowed Trusts even though
such Trusts are not directly used for the purchase or ownership of such
shares.

         Nonresident alien individuals and certain foreign corporations and
other entities ("foreign investors") generally are subject to U.S.
withholding tax at the rate of 30% (or possibly a lower rate provided by an
applicable tax treaty) on distributions of taxable net investment income
(which includes net short-term capital gains). To the extent received by
foreign investors, exempt-interest dividends, distributions of net capital
gains and gain from the sale or other disposition of Preferred Shares
generally are exempt from U.S. Federal income taxation. Different tax
consequences may result if the owner is engaged in a trade or business in
the United States or, in the case of an individual, is present in the
united states for 183 or more days during a taxable year.

         Although dividends generally will be treated as distributed when
paid, dividends declared in October, November or December, payable to
shareholders of record on a specified date in one of those months and paid
during the following January will be treated as having been distributed by
the Trust (and received by the shareholders) on December 31 of the year
declared.

         The sale or other disposition of common shares or Preferred Shares
of the Trust will normally result in capital gain or loss to shareholders.
Present law taxes both long-term and short-term capital gains of
corporations at the rates applicable to ordinary income. For non-corporate
taxpayers, however, under current law short-term capital gains and ordinary
income will be taxed at a maximum rate of 39.6% while long-term capital
gains generally will be taxed at a maximum rate of 20%. However, because of
the limitations on itemized deductions and the deduction for personal
exemptions applicable to higher income taxpayers, the effective rate of tax
may be higher in certain circumstances. Losses realized by a shareholder on
the sale or exchange of shares of the Trust held for six months or less are
disallowed to the extent of any distribution of exempt-interest dividends
received with respect to such shares, and, if not disallowed, such losses
are treated as long-term capital losses to the extent of any distribution
of net capital gain received with respect to such shares. A shareholder's
holding period is suspended for any periods during which the shareholder's
risk of loss is diminished as a result of holding one or more other
positions in substantially similar or related property, or through certain
options or short sales. Any loss realized on a sale or exchange of shares
of the Trust will be disallowed to the extent those shares of the Trust are
replaced by other shares within a period of 61 days beginning 30 days
before and ending 30 days after the date of disposition of the original
shares. In that event, the basis of the replacement shares of the Trust
will be adjusted to reflect the disallowed loss.

         The Trust is required in certain circumstances to backup withhold
on taxable dividends and certain other payments paid to non-corporate
holders of the Trust's shares who do not furnish to the Trust their correct
taxpayer identification number (in the case of individuals, their social
security number) and certain certifications, or who are otherwise subject
to backup withholding. Backup withholding is not an additional tax. Any
amounts withheld from payments made to a shareholder may be refunded or
credited against such shareholder's United States Federal income tax
liability, if any, provided that the required information is furnished to
the IRS.

         The Code provides that every shareholder required to file a tax
return must include for information purposes on such return the amount of
tax-exempt interest received during the taxable year, including any
exempt-interest dividends received from the Trust.

         The foregoing is a general, summary of the provisions of the Code
and the Treasury Regulations in effect as they directly govern the taxation
of the Trust and its shareholders. These provisions are subject to change
by legislative or administrative action, and any such change may be
retroactive. Moreover, the foregoing does not address many of the factors
that may be determinative of whether an investor will be liable for the
alternative minimum tax. Shareholders are advised to consult their own tax
advisers for more detailed information concerning the Federal income tax
consequences of purchasing, holding and disposing of Trust shares.


                                  EXPERTS

         The statement of Assets and Liabilities of the Trust as of and
statement of operations for the period then ended appearing in this
statement of additional information has been audited by , independent
auditors, as set forth in their report thereon appearing elsewhere herein,
and is included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.       , located at  , provides
auditing services to the Trust.


                           ADDITIONAL INFORMATION

         A Registration Statement on Form N-2 relating to the shares
offered hereby, has been filed by the Trust with the Securities and
Exchange Commission (the "Commission"), Washington, D.C. The prospectus and
this Statement of Additional Information do not contain all of the
information set forth in the Registration Statement, including any exhibits
and schedules thereto. For further information with respect to the Trust
and the shares offered hereby, reference is made to the Registration
Statement. Statements contained in the prospectus and this Statement of
Additional Information as to the contents of any contract or other document
referred to are not necessarily complete and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all
respects by such reference. A copy of the Registration Statement may be
inspected without charge at the Commission's principal office in
Washington, D.C., and copies of all or any part thereof may be obtained
from the Commission upon the payment of certain fees prescribed by the
Commission.


                       REPORT OF INDEPENDENT AUDITORS

         To the Trustees and Shareholders of BlackRock California Municipal
Income Trust

         We have audited the accompanying statement of assets and
liabilities of BlackRock California Municipal Income Trust (the "Trust") as
of , and the related statement of operations for the period then ended.
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
accounting standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
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 California Municipal
Income Trust as of , and the results of its operations for the period then
ended in conformity with generally accepted accounting principles.

                            FINANCIAL STATEMENTS
                              [To Be Inserted]



                                 APPENDIX B

Ratings of Investments

         Standard & Poor's Corporation -- A brief description of the
applicable Standard & Poor's Corporation ("S&P") rating symbols and their
meanings (as published by S&P) follows:


Long-Term Debt

         An S&P corporate or municipal debt rating is a current assessment
of the creditworthiness of an obligor with respect to a specific
obligation. This assessment may take into consideration obligors such as
guarantors, insurers or lessees.

         The debt rating is not a recommendation to purchase, sell or hold
a security, inasmuch as it does not comment as to market price or
suitability for a particular investor.

         The ratings are based on current information furnished by the
issuer or obtained by S&P from other sources it considers reliable. S&P
does not perform an audit in connection with any rating and may, on
occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or
unavailability of, such information, or based on other circumstances.

         The ratings are based, in varying degrees, on the following
considerations:

         1.   Likelihood of default-- capacity and willingness of the
              obligor as to the timely payment of interest and repayment of
              principal in accordance with the terms of the obligation;

         2.   Nature of and provisions of the obligation; and

         3.   Protection afforded by, and relative position of, the
              obligation in the event of bankruptcy, reorganization, or
              other arrangement under the laws of bankruptcy and other laws
              affecting creditors' rights.


Investment Grade

AAA      Debt rated "AAA" has the highest rating assigned by S&P. Capacity
         to pay interest and repay principal is extremely strong.

AA       Debt rated "AA" has a very strong capacity to pay interest and
         repay principal and differs from the highest rated issues only in
         small degree.

A        Debt rated "A" has a strong capacity to pay interest and repay
         principal although it is somewhat more susceptible to the adverse
         effects of changes in circumstances and economic conditions than
         debt in higher rated categories.

BBB      Debt rated "BBB" is regarded as having an adequate capacity to pay
         interest and repay principal. Whereas it normally exhibits
         adequate protection parameters, adverse economic conditions or
         changing circumstances are more likely to lead to a weakened
         capacity to pay interest and repay principal for debt in this
         category than in higher rated categories.


Speculative Grade Rating

         Debt rated "BB", "B", "CCC", "CC" and "C" is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. "BB" indicates the least degree of
speculation and "C" the highest. While such debt will likely have some
quality and protective characteristics these are outweighed by major
uncertainties or major exposures to adverse conditions.

BB       Debt rated "BB" has less near-term vulnerability to default than
         other speculative issues. However, it faces major ongoing
         uncertainties or exposure to adverse business, financial, or
         economic conditions which could lead to inadequate capacity to
         meet timely interest and principal payments. The "BB" rating
         category is also used for debt subordinated to senior debt that is
         assigned an actual or implied "BBB" rating.

B        Debt rated "B" has a greater vulnerability to default but
         currently has the capacity to meet interest payments and principal
         repayments. Adverse business, financial, or economic conditions
         will likely impair capacity or willingness to pay interest and
         repay principal. The "B" rating category is also used for debt
         subordinated to senior debt that is assigned an actual or implied
         "BB" or "BB" rating.

CCC      Debt rated "CCC" has a currently identifiable vulnerability to
         default, and is dependent upon favorable business, financial, and
         economic conditions to meet timely payment of interest and
         repayment of principal. In the event of adverse business,
         financial, or economic conditions, it is not likely to have the
         capacity to pay interest and repay principal.

         The "CCC" rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied "B" or "B" rating.

CC       The rating "CC" typically is applied to debt subordinated to
         senior debt that is assigned an actual or implied "CCC" debt
         rating.

C        The rating "C" typically is applied to debt subordinated to senior
         debt which is assigned an actual or implied "CCC" debt rating. The
         "C" rating may be used to cover a situation where a bankruptcy
         petition has been filed, but debt service payments are continued.

CI The rating "CI" is reserved for income bonds on which no interest is
being paid.

D        Debt rated "D" is in payment default. The "D" rating category is
         used when interest payments or principal payments are not made on
         the date due even if the applicable grace period has not expired,
         unless S&P believes that such payments will be made during such
         grace period. The "D" rating also will be used upon the filing of
         a bankruptcy petition if debt service payments are jeopardized.

         Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

         Provisional Ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project financed by the debt being rated and indicates that payment of debt
service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while
addressing credit quality subsequent to completion of the project, makes no
comment on the likelihood of, or the risk of default upon failure of, such
completion. The investor should exercise judgment with respect to such
likelihood and risk.

L        The letter "L" indicates that the rating pertains to the principal
         amount of those bonds to the extent that the underlying deposit
         collateral is Federally insured by the Federal Savings & Loan
         Insurance Corporation or the Federal Deposit Insurance
         Corporation* and interest is adequately collateralized. In the
         case of certificates of deposit the letter "L" indicates that the
         deposit, combined with other deposits being held in the same right
         and capacity will be honored for principal and accrued pre-default
         interest up to the Federal insurance limits within 30 days after
         closing of the insured institution or, in the event that the
         deposit is assumed by a successor insured institution, upon
         maturity.

*        Continuance of the rating is contingent upon S&P's receipt of an
         executed copy of the escrow agreement or closing documentation
         confirming investments and cash flow.

NR       Indicates no rating has been requested, that there is insufficient
         information on which to base a rating, or that S&P does not rate a
         particular type of obligation as a matter of policy.

Municipal Notes

         An S&P note rating reflects the liquidity concerns and market
         access risks unique to notes. Notes due in 3 years or less will
         likely receive a note rating. Notes maturing beyond 3 years will
         most likely receive a long-term debt rating. The following
         criteria will be used in making that assessment:

         --   Amortization schedule (the larger the final maturity relative
              to other maturities, the more likely it will be treated as a
              note).

         --   Source of payment (the more dependent the issue is on the
              market for its refinancing, the more likely it will be
              treated as a note).

    Note rating symbols are as follows:

SP-1     Very strong or strong capacity to pay principal and interest.
         Those issues determined to possess overwhelming safety
         characteristics will be given a plus (+) designation.

SP-2     Satisfactory capacity to pay principal and interest.

SP-3     Speculative capacity to pay principal and interest.

         A note rating is not a recommendation to purchase, sell or hold a
security inasmuch as it does not comment as to market price or suitability
for a particular investor. The ratings are based on current information
furnished to S&P by the issuer or obtained by S&P from other sources it
considers reliable. S&P does not perform an audit in connection with any
rating and may, on occasion, rely on unaudited financial information. The
ratings may be changed, suspended or withdrawn as a result of changes in or
unavailability of such information or based on other circumstances.

Commercial Paper

         An S&P commercial paper rating is a current assessment of the
         likelihood of timely payment of debt having an original maturity
         of no more than 365 days.

         Ratings are graded into several categories, ranging from "A-1" for
the highest quality obligations to "D" for the lowest. These categories are
as follows:

A-1      This highest category indicates that the degree of safety
         regarding timely payment is strong. Those issues determined to
         possess extremely strong safety characteristics are denoted with a
         plus sign (+) designation.

A-2      Capacity for timely payment on issues with this designation is
         satisfactory. However, the relative degree of safety is not as
         high as for issues designated "A-1."

A-3      Issues carrying this designation have adequate capacity for timely
         payment. They are, however, somewhat more vulnerable to the
         adverse effects of changes in circumstances than obligations
         carrying the higher designations.


B Issues rated "B" are regarded as having only speculative capacity for
timely payment.

C This rating is as signed to short-term debt obligations with a doubtful
capacity for payment.

D        Debt rated "D" is in payment default. The "D" rating category is
         used when interest payments or principal payments are not made on
         the date due, even if the applicable grace period has not expired,
         unless S&P believes that such payments will be made during such
         grace period.

         A commercial rating is not a recommendation to purchase, sell or
hold a security inasmuch as it does not comment as to market price or
suitability for a particular investor. The ratings are based on current
information furnished to S&P by the issuer or obtained by S&P from other
sources it considers reliable. S&P does not perform an audit in connection
with any rating and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended or withdrawn as a result
of changes in or unavailability of such information or based on other
circumstances.

         Moody's Investors Service, Inc.-- A brief description of the
applicable Moody's Investors Service, Inc. ("Moody's") rating symbols and
their meanings (as published by Moody's) follows:

Municipal Bonds

Aaa      Bonds which are rated Aaa are judged to be of the best quality.
         They carry the smallest degree of investment risk and are
         generally referred to as "gilt edge." Interest payments are
         protected by a large or by an exceptionally stable margin and
         principal is secure. While the various protective elements are
         likely to change, such changes as can be visualized are most
         unlikely to impair the fundamentally strong position of such
         issues.


Aa       Bonds which are rated Aa are judged to be of high quality by all
         standards. Together with the Aaa group they comprise what are
         generally known as high grade bonds. They are rated lower than the
         best bonds because margins of protection may not be as large as in
         Aaa securities or fluctuation of protective elements may be of
         greater amplitude or there may be other elements present which
         make the long-term risks appear somewhat larger than in Aaa
         securities.

A        Bonds which are rated A possess many favorable investment
         attributes and are to be considered as upper medium grade
         obligations. Factors giving security to principal and interest are
         considered adequate, but elements may be present which suggest a
         susceptibility to impairment sometime in the future.

Baa      Bonds which are rated Baa are considered as medium grade
         obligations, i.e., they are neither highly protected nor poorly
         secured. Interest payments and principal security appear adequate
         for the present but certain protective elements may be lacking or
         may be characteristically unreliable over any great length of
         time. Such bonds lack outstanding investment characteristics and
         in fact have speculative characteristics as well.

Ba       Bonds which are rated Ba are judged to have speculative elements;
         their future cannot be considered as well assured. Often the
         protection of interest and principal payments may be very moderate
         and thereby not well safeguarded during both good and bad times
         over the future. Uncertainty of position characterizes bonds in
         this class.

B        Bonds which are rated B generally lack characteristics of the
         desirable investment. Assurance of interest and principal payments
         or of maintenance of other terms of the contract over any long
         period of time may be small.


Caa      Bonds which are rated Caa are of poor standing. Such issues may be
         in default or there may be present elements of danger with respect
         to principal or interest.

Ca       Bonds which are rated Ca represent obligations which are
         speculative in a high degree. Such issues are often in default or
         have other marked shortcomings.

C        Bonds which are rated C are the lowest rated class of bonds, and
         issues so rated can be regarded as having extremely poor prospects
         of ever attaining any real investment standing.

Con(...) Bonds for which the security depends upon the completion of some
         act or the fulfillment of some condition are rated conditionally.
         These are bonds secured by (a ) earnings of projects under
         construction, (b) earnings of projects unseasoned in operation
         experience, (c) rentals which begin when facilities are completed,
         or (d) payments to which some other limiting condition attaches.
         Parenthetical rating denotes probable credit stature upon
         completion of construction or elimination of basis of condition.

Note:    Moody's applies numerical modifiers 1, 2 and 3 in each generic
         rating category from Aa to B in the public finance sectors. The
         modifier 1 indicates that the issuer is in the higher end of its
         letter rating category; the modifier 2 indicates a mid-range
         ranking; the modifier 3 indicates that the issuer is in the lower
         end of the letter ranking category.

Short-Term Loans

MIG               1/VMIG 1 This designation denotes best quality. There is
                  present strong protection by established cash flows,
                  superior liquidity support or demonstrated broadbased
                  access to the market for refinancing.

MIG 2/VMIG 2      This designation denotes high quality. Margins of
                  protection are ample although not so large as in the
                  preceding group.

MIG               3/VMIG 3 This designation denotes favorable quality. All
                  security elements are accounted for but there is lacking
                  the undeniable strength of the preceding grades.
                  Liquidity and cash flow protection may be narrow and
                  market access for refinancing is likely to be less
                  well-established.

MIG               4/VMIG 4 This designation denotes adequate quality.
                  Protection commonly regarded as required of an investment
                  security is present and although not distinctly or
                  predominantly speculative, there is specific risk.

S.G.              This designation denotes speculative quality. Debt
                  instruments in this category lack margins of protection.

Commercial Paper

         Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics:

         -- Leading market positions in well-established industries.

         -- High rates of return on funds employed.

         -- Conservative capitalization structures with moderate reliance
on debt and ample asset protection.

         -- Broad margins in earnings coverage of fixed financial charges
and high internal cash generation.

         -- Well-established access to a range of financial markets and
assured sources of alternate liquidity.

         Issuers rated Prime-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

         Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short- term promissory obligations.
The effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes
in the level of debt protection measurements and the requirement for
relatively high financial leverage. Adequate alternate liquidity is
maintained.

         Issuers rated Not Prime do not fall within any of the Prime rating
categories.

         Fitch IBCA, Inc.-- A brief description of the applicable Fitch
IBCA, Inc. ("Fitch") ratings symbols and meanings (as published by Fitch)
follows:


Long-Term Credit Ratings

         Investment Grade

AAA      Highest credit quality. 'AAA' ratings denote the lowest
         expectation of credit risk. They are assigned only in case of
         exception ally strong capacity for timely payment of financial
         commitments. This capacity is highly unlikely to be adversely
         affected by foreseeable events.

AA       Very high credit quality. 'AA' ratings denote a very low
         expectation of credit risk. They indicate very strong capacity for
         timely payment of financial commitments. This capacity is not
         significantly vulnerable to foreseeable events.

A        High credit quality. 'A' ratings denote a low expectation of
         credit risk. The capacity for timely payment of financial
         commitments is considered strong. This capacity may, nevertheless,
         be more vulnerable to changes in circumstances or in economic
         conditions than is the case for higher ratings.

BBB      Good credit quality. 'BBB' ratings indicate that there is
         currently a low expectation of credit risk. The capacity for
         timely payment of financial commitments is considered adequate,
         but adverse changes in circumstances and in economic conditions
         are more likely to impair this capacity. This is the lowest
         investment- grade category.

Speculative Grade

BB                   Speculative. 'BB' ratings indicate that there is a
                     possibility of credit risk developing, particularly as
                     the result of adverse economic change over time;
                     however, business or financial alternatives may be
                     available to allow financial commitments to be met.
                     Securities rated in this category are not investment
                     grade.

B                    Highly speculative. 'B' ratings indicate that
                     significant credit risk is present, but a limited
                     margin of safety remains. Financial commitments are
                     currently being met; however, capacity for continued
                     payment is contingent upon a sustained, favorable
                     business and economic environment.

CCC, CC, C           High default risk. Default is a real
                     possibility. Capacity for meeting financial
                     commitments is solely reliant upon sustained,
                     favorable business or economic developments. A
                     'CC' rating indicates that default of some kind
                     appears probable. 'C' ratings signal imminent
                     default.

DDD, DD, and D       Default. The ratings of obligations in this
                     category are based on their prospects for achieving
                     partial or full recovery in a reorganization or
                     liquidation of the obligor. While expected recovery
                     values are highly speculative and cannot be estimated
                     with any precision, the following serve as general
                     guidelines. 'DDD' obligations have the highest
                     potential for recovery, around 90%-100% of outstanding
                     amounts and accrued interest. 'DD' indicates potential
                     recoveries in the range of 50%-90%, and 'D' the lowest
                     recovery potential, i.e., below 50%.

                     Entities rated in this category have defaulted on some
                     or all of their obligations. Entities rated 'DDD' have
                     the highest prospect for resumption of performance or
                     continued operation with or without a formal
                     reorganization process. Entities rated 'DD' and 'D'
                     are generally undergoing a formal reorganization or
                     liquidation process; those rated 'DD' are likely to
                     satisfy a higher portion of their outstanding
                     obligations, while entities rated 'D' have a poor
                     prospect for repaying all obligations.

Short-Term Credit Ratings

         A short-term rating has a time horizon of less than 12 months for
most obligations, or up to three years for U.S. public finance securities,
and thus places greater emphasis on the liquidity necessary to meet
financial commitments in a timely manner.

F1       Highest credit quality. Indicates the strongest capacity for
         timely payment of financial commitments; may have an added "+" to
         denote any exceptionally strong credit feature.

F2       Good credit quality. A satisfactory capacity for timely payment of
         financial commitments, but the margin of safety is not as great as
         in the case of the higher ratings.

F3       Fair credit quality. The capacity for timely payment of financial
         commitments is adequate; however, near-term adverse changes could
         result in a reduction to non-investment grade.

B        Speculative. Minimal capacity for timely payment of financial
         commitments, plus vulnerability to near-term adverse changes in
         financial and economic conditions.

C        High default risk. Default is a real possibility. Capacity for
         meeting financial commitments is solely reliant upon a sustained,
         favorable business and economic environment.

D        Default.  The notes actual or imminent payment default.



Notes:

"+" or "-" may be appended to a rating to denote relative status within
major rating categories. Such suffixes are not added to the 'AAA' long-term
rating category, to categories below 'CCC', or to short-term ratings other
than 'F1'.

'NR' indicates that Fitch does not rate the issuer or issue in question.

'Withdrawn': A rating is withdrawn when Fitch deems the amount of
information available to be inadequate for rating purposes, or when an
obligation matures, is called, or refinanced.

Rating alert: Ratings are placed on Rating alert to notify investors that
there is a reasonable probability of a rating change and the likely
direction of such change. These are designated as "Positive", indicating a
potential upgrade, "Negative", for a potential downgrade, or "Evolving", if
ratings may be raised, lowered or maintained. Rating alert is typically
resolved over a relatively short period.

                                 APPENDIX C

                     GENERAL CHARACTERISTICS AND RISKS
                          OF HEDGING TRANSACTIONS

         In order to manage the risk of its securities portfolio or to
enhance income or gain as described in the prospectus, the Trust will
engage in Additional Investment Management Techniques. The Trust will
engage in such activities in the Advisor's or Sub-Advisor's discretion, and
may not necessarily be engaging in such activities when movements in
interest rates that could affect the value of the assets of the Trust
occur. The Trust's ability to pursue certain of these strategies may be
limited by applicable regulations of the CFTC. Certain Additional
Investment Management Techniques may give rise to taxable income.

Put and Call Options on Securities and Indices

         The Trust may purchase and sell put and call options on securities
and indices. A put option gives the purchaser of the option the right to
sell and the writer the obligation to buy the underlying security at the
exercise price during the option period. The Trust may also purchase and
sell options on bond indices ("index options"). Index options are similar
to options on securities except that, rather than taking or making delivery
of securities underlying the option at a specified price upon exercise, an
index option gives the holder the right to receive cash upon exercise of
the option if the level of the bond index upon which the option is based is
greater, in the case of a call, or less, in the case of a put, than the
exercise price of the option. The purchase of a put option on a debt
security could protect the Trust's holdings in a security or a number of
securities against a substantial decline in the market value. A call option
gives the purchaser of the option the right to buy and the seller the
obligation to sell the underlying security or index at the exercise price
during the option period or for a specified period prior to a fixed date.
The purchase of a call option on a security could protect the Trust against
an increase in the price of a security that it intended to purchase in the
future. In the case of either put or call options that it has purchased, if
the option expires without being sold or exercised, the Trust will
experience a loss in the amount of the option premium plus any related
commissions. When the Trust sells put and call options, it receives a
premium as the seller of the option. The premium that the Trust receives
for selling the option will serve as a partial hedge, in the amount of the
option premium, against changes in the value of the securities in its
portfolio. During the term of the option, however, a covered call seller
has, in return for the premium on the option, given up the opportunity for
capital appreciation above the exercise price of the option if the value of
the underlying security increases, but has retained the risk of loss should
the price of the underlying security decline. Conversely, a secured put
seller retains the risk of loss should the market value of the underlying
security decline be low the exercise price of the option, less the premium
received on the sale of the option. The Trust is authorized to purchase and
sell exchange-listed options and over-the-counter options ("OTC Options")
which are privately negotiated with the counterparty. Listed options are
issued by the Options Clearing Corporation ("OCC") which guarantees the
performance of the obligations of the parties to such options.

         The Trust's ability to close out its position as a purchaser or
seller of an exchange-listed put or call option is dependent upon the
existence of a liquid secondary market on option exchanges. Among the
possible reasons for the absence of a liquid secondary market on an
exchange are: (i) insufficient trading interest in certain options; (ii)
restrictions on transactions imposed by an exchange; (iii) trading halts,
suspensions or other restrictions imposed with respect to particular
classes or series of options or underlying securities; (iv) interruption of
the normal operations on an exchange; (v) inadequacy of the facilities of
an exchange or OCC to handle current trading volume; or (vi) a decision by
one or more exchanges to discontinue the trading of options (or a
particular class or series of options), in which event the secondary market
on that exchange (or in that class or series of options) would cease to
exist, although outstanding options on that exchange that had been listed
by the OCC as a result of trades on that exchange would generally continue
to be exercisable in accordance with their terms. OTC Options are purchased
from or sold to dealers, financial institutions or other counterparties
which have entered into direct agreements with the Trust. With OTC Options,
such variables as expiration date, exercise price and premium will be
agreed upon between the Trust and the counterparty, without the
intermediation of a third party such as the OCC. If the counterparty fails
to make or take delivery of the securities underlying an option it has
written, or otherwise settle the transaction in accordance with the terms
of that option as written, the Trust would lose the premium paid for the
option as well as any anticipated benefit of the transaction. As the Trust
must rely on the credit quality of the counterparty rather than the
guarantee of the OCC, it will only enter into OTC Options with
counterparties with the highest long-term credit ratings, and with primary
United States government securities dealers recognized by the Federal
Reserve Bank of New York.

         The hours of trading for options on debt securities may not
conform to the hours during which the underlying securities are traded. To
the extent that the option markets close before the markets for the
underlying securities, significant price and rate movements can take place
in the underlying markets that cannot be reflected in the option markets.

Futures Contracts and Related Options

         Characteristics. The Trust may sell financial futures contracts or
purchase put and call options on such futures as a hedge against
anticipated interest rate changes or other market movements. The sale of a
futures contract creates an obligation by the Trust, as seller, to deliver
the specific type of financial instrument called for in the contract at a
specified future time for a specified price. Options on futures contracts
are similar to options on securities except that an option on a futures
contract gives the purchaser the right in return for the premium paid to
assume a position in a futures contract (a long position if the option is a
call and a short position if the option is a put).

         Margin Requirements. At the time a futures contract is purchased
or sold, the Trust must allocate cash or securities as a deposit payment
("initial margin"). It is expected that the initial margin that the Trust
will pay may range from approximately 1% to approximately 5% of the value
of the securities or commodities underlying the contract. In certain
circumstances, however, such as periods of high volatility, the Trust may
be required by an exchange to increase the level of its initial margin
payment. Additionally, initial margin requirements may be increased
generally in the future by regulatory action. An outstanding futures
contract is valued daily and the payment in case of "variation margin" may
be required, a process known as "marking to the market." Transactions in
listed options and futures are usually settled by entering into an
offsetting transaction, and are subject to the risk that the position may
not be able to be closed if no offsetting transaction can be arranged.

         Limitations on Use of Futures and Options on Futures. The Trust's
use of futures and options on futures will in all cases be consistent with
applicable regulatory requirements and in particular the rules and
regulations of the CFTC. Under such regulations the Trust currently may
enter into such transactions without limit for bona fide hedging purposes,
including risk management and duration management and other portfolio
strategies. The Trust may also engage in transactions in futures contracts
or related options for non-hedging purposes to enhance income or gain
provided that the Trust will not enter into a futures contract or related
option (except for closing transactions) for purposes other than bona fide
hedging, or risk management including duration management if, immediately
thereafter, the sum of the amount of its initial deposits and premiums on
open contracts and options would exceed 5% of the Trust's liquidation
value, i.e., net assets (taken at current value); provided, however, that
in the case of an option that is in-the-money at the time of the purchase,
the in-the-money amount may be excluded in calculating the 5% limitation.
Also, when required, a segregated account of cash equivalents will be
maintained and marked to market on a daily basis in an amount equal to the
market value of the contract. The Trust reserves the right to comply with
such different standard as may be established from time to time by CFTC
rules and regulations with respect to the purchase or sale of futures
contracts or options thereon.

         Segregation and Cover Requirements. Futures contracts, interest
rate swaps, caps, floors and collars, short sales, reverse repurchase
agreements and dollar rolls, and listed or OTC Options on securities,
indices and futures contracts sold by the Trust are generally subject to
segregation and coverage requirements of either the CFTC or the SEC, with
the result that, if the Trust does not hold the security or futures
contract underlying the instrument, the Trust will be required to segregate
on an ongoing basis with its custodian, cash, U.S. government securities,
or other liquid high grade debt obligations in an amount at least equal to
the Trust's obligations with respect to such instruments. Such amounts
fluctuate as the obligations increase or decrease. The segregation
requirement can result in the Trust maintaining securities positions it
would otherwise liquidate, segregating assets at a time when it might be
disadvantageous to do so or otherwise restrict portfolio management.

         Additional Investment Management Techniques present certain risks.
With respect to hedging and risk management, the variable degree of
correlation between price movements of hedging instruments and price
movements in the position being hedged create the possibility that losses
on the hedge may be greater than gains in the value of the Trust's
position. The same is true for such instruments entered into for income or
gain. In addition, certain instruments and markets may not be liquid in all
circumstances. As a result, in volatile markets, the Trust may not be able
to close out a transaction without incurring losses substantially greater
than the initial deposit. Although the contemplated use of these
instruments predominantly for hedging should tend to minimize the risk of
loss due to a decline in the value of the position, at the same time they
tend to limit any potential gain which might result from an increase in the
value of such position. The ability of the Trust to successfully utilize
Additional Investment Management Techniques will depend on the Advisor's
and the Sub-Advisor's ability to predict pertinent market movements and
sufficient correlations, which cannot be assured. Finally, the daily
deposit requirements in futures contracts that the Trust has sold create an
on going greater potential financial risk than do options transactions,
where the exposure is limited to the cost of the initial premium. Losses
due to the use of Additional Investment Management Techniques will reduce
net asset value.

                                   PART C

                             OTHER INFORMATION

Item 24.    Financial Statements and Exhibits

(1)      Financial Statements

         Part A -- Financial Highlights (unaudited).*

         Part B-- Report of Independent Accountants.*

         Statement of Assets and Liabilities.*

         Statement of Operations.*

         Financial Statements (Unaudited)*

(2)      Exhibits

         (a)      Amended and Restated Agreement and Declaration of Trust.3

         (b)      By-Laws.1

         (c)      Inapplicable.

         (d)      Statement of Preferences of Municipal Auction Rate
                  Cumulative Preferred Shares.*

         (e)      Dividend Reinvestment Plan.1

         (f)      Inapplicable.

         (g)(1)   Investment Management Agreement.4

         (g)(2)   Waiver Reliance Letter.4

         (g)(3)   Sub-Investment Advisory Agreement.4

         (h)      Form of Underwriting Agreement.*

         (i)      Deferred Compensation Plan for Independent Trustees.4

         (j)      Custodian Agreement.4

         (k)(1)   Transfer Agency Agreement.4

         (k)(2)   Auction Agency Agreement.*

         (k)(3)   Broker-Dealer Agreement.*

         (k)(4)   Form of DTC Agreement.*

         (l)      Opinion and Consent of Counsel to the Trust.*

         (m)      Inapplicable.

         (n)      Consent of Independent Public Accountants.*

         (o)      Inapplicable.

         (p)      Initial Subscription Agreement.4

         (q)      Inapplicable.

         (r)(1)   Code of Ethics of Trust.1

         (r)(2)   Code of Ethics of Advisor and Sub-Advisor.1

         (r)(3)   Code of Ethics of J.J.B. Hilliard, W.L. Lyons.4

         (s)      Powers of Attorney*
- ---------
1     Previously filed in the initial filing on April 3, 2001
2     Previously filed with Pre-Effective Amendment No.  1 to the
      Registration Statement on June 4, 2001.
3     Previously filed with Pre-Effective Amendment No.  3 to the
      Registration Statement on July 25, 2001.
4     Filed herewith.
*     To be filed by amendment.


Item 25.    Marketing Arrangements

         Reference is made to the Form of Underwriting Agreement for the
Registrant's shares of beneficial interest filed herewith.


Item 26.    Other Expenses of Issuance and Distribution

         The following table sets forth the estimated expenses to be
incurred in connection with the offering described in this registration
statement:


Registration fees.....................................................    $*
New York Stock Exchange listing fee...................................     0
Printing (other than certificates)....................................     *
Engraving and printing certificates...................................     *
Fees and expenses of qualification under state securities laws
     (excluding  fees of counsel).....................................     *
Accounting fees and expenses..........................................     *
Legal fees and expenses...............................................     *
NASD fee..............................................................     *
Miscellaneous.........................................................     0
     Total............................................................    $*

* To be furnished by amendment.


Item 27.    Persons Controlled by or under Common Control with the Registrant

         None.


Item 28.    Number of Holders of Shares
                                                             Number of
Title of Class                                            Record Holders
- --------------                                            --------------
Common Shares of Beneficial Interest....................
Preferred Shares........................................         0


Item 29.    Indemnification

         Article V of the Registrant's Amended and Restated Agreement and
Declaration of Trust, as amended and restated, provides as follows:

         5.1 No Personal Liability of Shareholders, Trustees, etc. No
Shareholder of the Trust shall be subject in such capacity to any personal
liability whatsoever to any Person in connection with Trust Property or the
acts, obligations or affairs of the Trust. Shareholders shall have the same
limitation of personal liability as is extended to stockholders of a
private corporation for profit incorporated under the Delaware General
Corporation Law. No Trustee or officer of the Trust shall be subject in
such capacity to any personal liability whatsoever to any Person, other
than the Trust or its Shareholders, in connection with Trust Property or
the affairs of the Trust, save only liability to the Trust or its
Shareholders arising from bad faith, willful misfeasance, gross negligence
(negligence in the case of those Trustees or officers who are directors,
officers or employees of the Trust's investment advisor ("Affiliated
Indemnitees")) or reckless disregard for his duty to such Person; and,
subject to the foregoing exception, all such Persons shall look solely to
the Trust Property for satisfaction of claims of any nature arising in
connection with the affairs of the Trust. If any Shareholder, Trustee or
officer, as such, of the Trust, is made a party to any suit or proceeding
to enforce any such liability, subject to the foregoing exception, he shall
not, on account thereof, be held to any personal liability. Any repeal or
modification of this Section 5.1 shall not adversely affect any right or
protection of a Trustee or officer of the Trust existing at the time of
such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

         5.2 Mandatory Indemnification. (a) The Trust hereby agrees to
indemnify each person who at any time serves as a Trustee or officer of the
Trust (each such person being an "indemnitee") against any liabilities and
expenses, including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and reasonable counsel fees
reasonably incurred by such indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or investigative body in which
he may be or may have been involved as a party or otherwise or with which
he may be or may have been threatened, while acting in any capacity set
forth in this Article V by reason of his having acted in any such capacity,
except with respect to any matter as to which he shall not have acted in
good faith in the reasonable belief that his action was in the best
interest of the Trust or, in the case of any criminal proceeding, as to
which he shall have had reasonable cause to believe that the conduct was
unlawful, provided, however, that no indemnitee shall be indemnified
hereunder against any liability to any person or any expense of such
indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith,
(iii) gross negligence (negligence in the case of Affiliated Indemnitees),
or (iv) reckless disregard of the duties involved in the conduct of his
position (the conduct referred to in such clauses (i) through (iv) being
sometimes referred to herein as "disabling conduct"). Notwithstanding the
foregoing, with respect to any action, suit or other proceeding voluntarily
prosecuted by any indemnitee as plaintiff, indemnification shall be
mandatory only if the prosecution of such action, suit or other proceeding
by such indemnitee (1) was authorized by a majority of the Trustees or (2)
was instituted by the indemnitee to enforce his or her rights to
indemnification hereunder in a case in which the indemnitee is found to be
entitled to such indemnification. The rights to indemnification set forth
in this Declaration shall continue as to a person who has ceased to be a
Trustee or officer of the Trust and shall inure to the benefit of his or
her heirs, executors and personal and legal representatives. No amendment
or restatement of this Declaration or repeal of any of its provisions shall
limit or eliminate any of the benefits provided to any person who at any
time is or was a Trustee or officer of the Trust or otherwise entitled to
indemnification hereunder in respect of any act or omission that occurred
prior to such amendment, restatement or repeal.

         (b) Notwithstanding the foregoing, no indemnification shall be
made hereunder unless there has been a determination (i) by a final
decision on the merits by a court or other body of competent jurisdiction
before whom the issue of entitlement to indemnification hereunder was
brought that such indemnitee is entitled to indemnification hereunder or,
(ii) in the absence of such a decision, by (1) a majority vote of a quorum
of those Trustees who are neither "interested persons" of the Trust (as
defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding
("Disinterested Non-Party Trustees"), that the indemnitee is entitled to
indemnification hereunder, or (2) if such quorum is not obtainable or even
if obtainable, if such majority so directs, independent legal counsel in a
written opinion concludes that the indemnitee should be entitled to
indemnification hereunder. All determinations to make advance payments in
connection with the expense of defending any proceeding shall be authorized
and made in accordance with the immediately succeeding paragraph (c) below.

         (c) The Trust shall make advance payments in connection with the
expenses of defending any action with respect to which indemnification
might be sought hereunder if the Trust receives a written affirmation by
the indemnitee of the indemnitee's good faith belief that the standards of
conduct necessary for indemnification have been met and a written
undertaking to reimburse the Trust unless it is subsequently determined
that the indemnitee is entitled to such indemnification and if a majority
of the Trustees determine that the applicable standards of conduct
necessary for indemnification appear to have been met. In addition, at
least one of the following conditions must be met: (i) the indemnitee shall
provide adequate security for his undertaking, (ii) the Trust shall be
insured against losses arising by reason of any lawful advances, or (iii) a
majority of a quorum of the Disinterested Non-Party Trustees, or if a
majority vote of such quorum so direct, independent legal counsel in a
written opinion, shall conclude, based on a review of readily available
facts (as opposed to a full trial-type inquiry), that there is substantial
reason to believe that the indemnitee ultimately will be found entitled to
indemnification.

         (d) The rights accruing to any indemnitee under these provisions
shall not exclude any other right which any person may have or hereafter
acquire under this Declaration, the By-Laws of the Trust, any statute,
agreement, vote of stockholders or Trustees who are "disinterested persons"
(as defined in Section 2(a)(19) of the 1940 Act) or any other right to
which he or she may be lawfully entitled.

         (e) Subject to any limitations provided by the 1940 Act and this
Declaration, the Trust shall have the power and authority to indemnify and
provide for the advance payment of expenses to employees, agents and other
Persons providing services to the Trust or serving in any capacity at the
request of the Trust to the full extent corporations organized under the
Delaware General Corporation Law may indemnify or provide for the advance
payment of expenses for such Persons, provided that such indemnification
has been approved by a majority of the Trustees.

         5.3 No Bond Required of Trustees. No Trustee shall, as such, be
obligated to give any bond or other security for the performance of any of
his duties hereunder.

         5.4 No Duty of Investigation; Notice in Trust Instruments, etc. No
purchaser, lender, transfer agent or other person dealing with the Trustees
or with any officer, employee or agent of the Trust shall be bound to make
any inquiry concerning the validity of any transaction purporting to be
made by the Trustees or by said officer, employee or agent or be liable for
the application of money or property paid, loaned, or delivered to or on
the order of the Trustees or of said officer, employee or agent. Every
obligation, contract, undertaking, instrument, certificate, Share, other
security of the Trust, and every other act or thing whatsoever executed in
connection with the Trust shall be conclusively taken to have been executed
or done by the executors thereof only in their capacity as Trustees under
this Declaration or in their capacity as officers, employees or agents of
the Trust. Every written obligation, contract, undertaking, instrument,
certificate, Share, other security of the Trust made or issued by the
Trustees or by any officers, employees or agents of the Trust in their
capacity as such, shall contain an appropriate recital to the effect that
the Shareholders, Trustees, officers, employees or agents of the Trust
shall not personally be bound by or liable thereunder, nor shall resort be
had to their private property for the satisfaction of any obligation or
claim thereunder, and appropriate references shall be made therein to this
Declaration, and may contain any further recital which they may deem
appropriate, but the omission of such recital shall not operate to impose
personal liability on any of the Trustees, Shareholders, officers,
employees or agents of the Trust. The Trustees may maintain insurance for
the protection of the Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall deem adequate to
cover possible tort liability, and such other insurance as the Trustees in
their sole judgment shall deem advisable or is required by the 1940 Act.

         5.5 Reliance on Experts, etc. Each Trustee and officer or employee
of the Trust shall, in the performance of its duties, be fully and
completely justified and protected with regard to any act or any failure to
act resulting from reliance in good faith upon the books of account or
other records of the Trust, upon an opinion of counsel, or upon reports
made to the Trust by any of the Trust's officers or employees or by any
advisor, administrator, manager, distributor, selected dealer, accountant,
appraiser or other expert or consultant selected with reasonable care by
the Trustees, officers or employees of the Trust, regardless of whether
such counsel or expert may also be a Trustee.

         5.6 Indemnification of Shareholders. If any Shareholder or former
Shareholder shall be held personally liable solely by reason of its being
or having been a Shareholder and not because of its acts or omissions or
for some other reason, the Shareholder or former Shareholder (or its heirs,
executors, administrators or other legal representatives or in the case of
any entity, its general successor) shall be entitled out of the assets
belonging to the Trust to be held harmless from and indemnified to the
maximum extent permitted by law against all loss and expense arising from
such liability. The Trust shall, upon request by such Shareholder, assume
the defense of any claim made against such Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon from the assets of
the Trust.

         Insofar as indemnification for liabilities arising under the Act,
may be terminated to Trustees, officers and controlling persons of the
Trust, pursuant to the foregoing provisions or otherwise, the Trust has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Trustee, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue. Reference is made to Article 8 of the
underwriting agreement to be attached as Exhibit (h).


Item 30.    Business and Other Connections of Investment Advisor

         Not Applicable


Item 31.    Location of Accounts and Records

         The Registrant's accounts, books and other documents are currently
located at the offices of the Registrant, c/o BlackRock Advisors, Inc., 100
Bellevue Parkway, Wilmington, Delaware 19809 and at the offices of State
Street Bank and Trust Company, the Registrant's Custodian, and EquiServe
Trust Company, N.A., the Registrant's Transfer Agent and Dividend
Disbursing Agent.


Item 32.    Management Services

         Not Applicable


Item 33.    Undertakings

         (1) The Registrant hereby undertakes to suspend the offering of
its units until it amends its prospectus if (a) subsequent to the effective
date of its registration statement, the net asset value declines more than
10 percent from its net asset value as of the effective date of the
Registration Statement or (b) the net asset value increases to an amount
greater than its net proceeds as stated in the prospectus.

         (2) Not applicable

         (3) Not applicable

         (4) Not applicable

         (5) (a) For the purposes of determining any liability under the
Securities Act of 1933, the information omitted form the form of prospectus
filed as part of a registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant under Rule 497
(h) under the Securities Act of 1933 shall be deemed to be part of the
Registration Statement as of the time it was declared effective.

         (b) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering thereof.

         (6) The Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery within two business days
of receipt of a written or oral request, any Statement of Additional
Information.

                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York,
on the 20th day of August, 2001.

                                /s/   Ralph L. Schlosstein
                             --------------------------------------------
                                      Ralph L. Schlosstein
                                      President, Chief Executive Officer and
                                      Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities set forth below on the 20th day of August, 2001.


              Name                       Title
              ----                       -----

 /s/ Ralph L. Schlosstein          Trustee, President,
- -----------------------------      Chief Executive Officer and
 Ralph L. Schlosstein              Chief Financial Officer


 /s/ Henry Gabbay                  Treasurer
- -----------------------------
 Henry Gabbay


/s/ Andrew F. Brimmer
- -----------------------------      Trustee
 Andrew F. Brimmer


 /s/ Richard E. Cavanagh           Trustee
- -----------------------------
 Richard E.  Cavanagh


- -----------------------------      Trustee
 Kent Dixon


- -----------------------------      Trustee
 Frank J. Fabozzi


 /s/ Laurence D. Fink              Trustee
- -----------------------------
 Laurence D. Fink


 /s/ James Clayburn La Force, Jr.  Trustee
- ---------------------------------
 James Clayburn La Force, Jr.


 /s/ Walter F. Mondale             Trustee
- -----------------------------
 Walter F.  Mondale



                             INDEX TO EXHIBITS

(g)(1)   Investment Management Agreement
(g)(2)   Waiver Reliance Letter
(g)(3)   Sub-Investment Advisory Agreement
(i)      Deferred Compensation Plan for Independent Trustees
(j)      Custodian Agreement
(k)(l)   Transfer Agency Agreement
(p)      Initial Subscription Agreement
(r)(3)   Code of Ethics of J.J.B. Hilliard, W.L. Lyons*

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>s323660.txt
<DESCRIPTION>EXHIBIT (G)(1)
<TEXT>
                                                             Exhibit (g)(1)
                                                             --------------


                        INVESTMENT MANAGEMENT AGREEMENT


                  AGREEMENT, dated July 19, 2001, between BlackRock
California Municipal Income Trust (the "Trust"), a Delaware business trust,
and BlackRock Advisors, Inc. (the "Advisor"), a Delaware corporation.

                  WHEREAS, Advisor has agreed to furnish investment
advisory services to BlackRock California Municipal Income Trust (the
"Trust"), a closed-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");

                  WHEREAS, this Agreement has been approved in accordance
with the provisions of the 1940 Act, and the Advisor is willing to furnish
such services upon the terms and conditions herein set forth;

                  NOW, THEREFORE, in consideration of the mutual premises
and covenants herein contained and other good and valuable consideration,
the receipt of which is hereby acknowledged, it is agreed by and between
the parties hereto as follows:

                  1. In General. The Advisor agrees, all as more fully set
forth herein, to act as investment advisor to the Trust with respect to the
investment of the Trust's assets and to supervise and arrange for the
day-to-day operations of the Trust and the purchase of securities for and the
sale of securities held in the investment portfolio of the Trust.

                  2. Duties and Obligations of the Advisor with Respect to
Investment of Assets of the Trust. Subject to the succeeding provisions of
this section and subject to the direction and control of the Trust's Board of
Trustees, the Advisor shall (i) act as invest ment advisor for and supervise
and manage the investment and reinvestment of the Trust's assets and in
connection therewith have complete discretion in purchasing and selling
securities and other assets for the Trust and in voting, exercising consents
and ex ercising all other rights appertaining to such securities and other
assets on behalf of the Trust; (ii) supervise continuously the investment
program of the Trust and the composi tion of its investment portfolio; (iii)
arrange, subject to the provisions of paragraph 4 hereof, for the purchase and
sale of securities and other assets held in the investment portfolio of the
Trust; and (iv) provide investment research to the Trust.

                  3. Duties and Obligations of Advisor with Respect to the
Administration of the Trust. The Advisor also agrees to furnish office
facilities and equipment and cleri cal, bookkeeping and administrative
services (other than such services, if any, provided by the Trust's Custodian,
Transfer Agent and Dividend Disbursing Agent and other ser vice providers) for
the Trust. To the extent requested by the Trust, the Advisor agrees to provide
the following administrative services:

                           (a) Oversee the determination and publication of
the Trust's net asset value in accordance with the Trust's policy as adopted
from time to time by the Board of Trustees;

                           (b) Oversee the maintenance the Trust's Custodian
and Transfer Agent and Dividend Disbursing Agent of certain books and records
of the Trust as re quired under Rule 31a-1(b)(4) of the 1940 Act and maintain
(or oversee maintenance by such other persons as approved by the Board of
Trustees) such other books and records required by law or for the proper
operation of the Trust;

                           (c) Oversee the preparation and filing of the
Trust's federal, state and local income tax returns and any other required tax
returns;

                           (d) Review the appropriateness of and arrange for
payment of the Trust's expenses;

                           (e) Prepare for review and approval by officers of
the Trust finan cial information for the Trust's semi-annual and annual
reports, proxy statements and other communications with shareholders required
or otherwise to be sent to Trust share holders, and arrange for the printing
and dissemination of such reports and communica tions to shareholders;

                           (f) Prepare for review by an officer of the Trust
the Trust's peri odic financial reports required to be filed with the
Securities and Exchange Commission ("SEC") on Form N-SAR and such other
reports, forms and filings, as may be mutually agreed upon;

                           (g) Prepare reports relating to the business and
affairs of the Trust as may be mutually agreed upon and not otherwise
appropriately prepared by the Trust's custodian, counsel or auditors;

                           (h) Prepare such information and reports as may be
required by any stock exchange or exchanges on which the Trust's shares are
listed;

                           (i) Make such reports and recommendations to the
Board of Trust ees concerning the performance of the independent accountants
as the Board of Trustees may reasonably request or deems appropriate;

                           (j) Make such reports and recommendations to the
Board of Trust ees concerning the performance and fees of the Trust's
Custodian and Transfer and Divi dend disbursing agent as the Board of Trustees
may reasonably request or deems appro priate;

                           (k) Oversee and review calculations of fees paid to
the Trust's service providers;

                           (l) Oversee the Trust's portfolio and perform
necessary calcula tions as required under Section 18 of the 1940 Act;

                           (m) Consult with the Trust's officers, independent
accountants, legal counsel, custodian, accounting agent and transfer and
dividend disbursing agent in establishing the accounting policies of the Trust
and monitor financial and shareholder accounting services;

                           (n) Review implementation of any share purchase
programs autho rized by the Board of Trustees;

                           (o) Determine the amounts available for
distribution as dividends and distributions to be paid by the Trust to its
shareholders; prepare and arrange for the printing of dividend notices to
shareholders; and provide the Trust's dividend disbursing agent and custodian
with such information as is required for such parties to effect the payment of
dividends and distributions and to implement the Trust's dividend reinvest
ment plan;

                           (p) Prepare such information and reports as may be
required by any banks from which the Trust borrows funds;

                           (q) Provide such assistance to the Custodian and
the Trust's coun sel and auditors as generally may be required to properly
carry on the business and opera tions of the Trust;

                           (r) Assist in the preparation and filing of Forms
3, 4, and 5 pursu ant to Section 16 of the Securities Exchange Act of 1934, as
amended, and Section 30(f) of the 1940 Act for the officers and trustees of
the Trust, such filings to be based on infor mation provided by those persons;

                           (s) Respond to or refer to the Trust's officers or
transfer agent, shareholder (including any potential shareholder) inquiries
relating to the Trust.

                           (t) Supervise any other aspects of the Trust's
administration as may be agreed to by the Trust and the Advisor.

                  All services are to be furnished through the medium of any
directors, offi cers or employees of the Advisor or its affiliates as the
Advisor deems appropriate in order to fulfill its obligations hereunder.

                  The Trust will reimburse the Advisor or its affiliates for
all out-of-pocket expenses incurred by them in connection with the performance
of the administrative ser vices described in this paragraph 3.

                  4. Covenants. In the performance of its duties under this
Agreement, the Advisor shall at all times conform to, and act in accordance
with, any requirements im posed by:

                           (a) (i) the provisions of the 1940 Act and the
Investment Advisers Act of 1940, as amended, and all applicable Rules and
Regulations of the Securities and Exchange Commission (the "SEC"); (ii) any
other applicable provision of law; (iii) the provisions of the Agreement and
Declaration of Trust, as amended and restated, and By-Laws of the Trust, as
such documents are amended from time to time; (iv) the investment objectives
and policies of the Trust as set forth in its Registration Statement on Form
N-2; and (v) any policies and determinations of the Board of Trustees of the
Trust;

                           (b) will place orders either directly with the
issuer or with any broker or dealer. Subject to the other provisions of this
paragraph, in placing orders with brokers and dealers, the Advisor will
attempt to obtain the best price and the most favor able execution of its
orders. In placing orders, the Advisor will consider the experience and skill
of the firm's securities traders as well as the firm's financial
responsibility and administrative efficiency. Consistent with this obligation,
the Advisor may select brokers on the basis of the research, statistical and
pricing services they provide to the Trust and other clients of the Advisor.
Information and research received from such brokers will be in addition to,
and not in lieu of, the services required to be performed by the Advisor
hereunder. A commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the same
transaction, provided that the Advisor determines in good faith that such
commission is reasonable in terms either of the transaction or the overall
responsibility of the Advisor to the Trust and its other cli ents and that the
total commissions paid by the Trust will be reasonable in relation to the
benefits to the Trust over the long-term. In addition, the Advisor is
authorized to take into account the sale of shares of the Trust in allocating
purchase and sale orders for port folio securities to brokers or dealers
(including brokers and dealers that are affiliated with the Advisor), provided
that the Advisor believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified firms. In
no in stance, however, will the Trust's securities be purchased from or sold
to the Advisor, or any affiliated person thereof, except to the extent
permitted by the SEC or by applicable law;

                           (c) will maintain a policy and practice of
conducting its invest ment advisory services hereunder independently of the
commercial banking operations of its affiliates. When the Advisor makes
investment recommendations for the Trust, its investment advisory personnel
will not inquire or take into consideration whether the issuer of securities
proposed for purchase or sale for the Trust's account are customers of the
commercial department of its affiliates; and

                           (d) will treat confidentially and as proprietary
information of the Trust all records and other information relative to the
Trust, and the Trust's prior, current or potential shareholders, and will not
use such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreason ably
withheld and may not be withheld where the Advisor may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested by the
Trust.

                  5. Services Not Exclusive. Nothing in this Agreement shall
prevent the Advisor or any officer, employee or other affiliate thereof from
acting as investment advi sor for any other person, firm or corporation, or
from engaging in any other lawful activ ity, and shall not in any way limit or
restrict the Advisor or any of its officers, employees or agents from buying,
selling or trading any securities for its or their own accounts or for the
accounts of others for whom it or they may be acting; provided, however, that
the Advisor will undertake no activities which, in its judgment, will
adversely affect the per formance of its obligations under this Agreement.

                  6. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Advisor hereby agrees that all records
which it maintains for the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any such records upon the Trust's
request. The Advisor further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.

                  7. Agency Cross Transactions. From time to time, the Advisor
or brokers or dealers affiliated with it may find themselves in a position to
buy for certain of their brokerage clients (each an "Account") securities
which the Advisor's investment advisory clients wish to sell, and to sell for
certain of their brokerage clients securities which advi sory clients wish to
buy. Where one of the parties is an advisory client, the Advisor or the
affiliated broker or dealer cannot participate in this type of transaction
(known as a cross transaction) on behalf of an advisory client and retain
commissions from one or both par ties to the transaction without the advisory
client's consent. This is because in a situation where the Advisor is making
the investment decision (as opposed to a brokerage client who makes his own
investment decisions), and the Advisor or an affiliate is receiving
commissions from both sides of the transaction, there is a potential
conflicting division of loyalties and responsibilities on the Advisor's part
regarding the advisory client. The Securities and Exchange Commission has
adopted a rule under the Investment Advisers Act of 1940, as amended, which
permits the Advisor or its affiliates to participate on behalf of an Account
in agency cross transactions if the advisory client has given written
consent in advance. By execution of this Agreement, the Trust authorizes the
Advisor or its affiliates to participate in agency cross transactions
involving an Account. The Trust may revoke its consent at any time by written
notice to the Advisor.

                  8. Expenses. During the term of this Agreement, the Advisor
will bear all costs and expenses of its employees and any overhead incurred in
connection with its duties hereunder and shall bear the costs of any salaries
or trustees fees of any officers or trustees of the Trust who are affiliated
persons (as defined in the 1940 Act) of the Advi sor; provided that the Board
of Trustees of the Trust may approve reimbursement to the Advisor of the pro
rata portion of the salaries, bonuses, health insurance, retirement bene fits
and all similar employment costs for the time spent on Trust operations (other
than the provision of investment advice and administrative services required
to be provided hereunder) of all personnel employed by the Advisor who devote
substantial time to Trust operations or the operations of other investment
companies advised by the Advisor.

                  9. Compensation of the Advisor. (a) The Trust agrees to pay
to the Advi sor and the Advisor agrees to accept as full compensation for all
services rendered by the Advisor as such, a monthly fee (the "Investment
Advisory Fee") in arrears at an annual rate equal to 0.60 % of the average
weekly value of the Trust's Managed Assets. "Man aged Assets" means the total
assets of the Trust minus the sum of the accrued liabilities (other than the
aggregate indebtedness constituting financial leverage). For any period less
than a month during which this Agreement is in effect, the fee shall be
prorated ac cording to the proportion which such period bears to a full month
of 28, 29, 30 or 31 days, as the case may be.

                           (b) For purposes of this Agreement, the net assets
of the Trust shall be calculated pursuant to the procedures adopted by
resolutions of the Trustees of the Trust for calculating the value of the
Trust's assets or delegating such calculations to third parties.

                  10. Indemnity. (a) The Trust hereby agrees to indemnify the
Advisor, and each of the Advisor's directors, officers, employees, agents,
associates and controlling persons and the directors, partners, members,
officers, employees and agents thereof (including any individual who serves at
the Advisor's request as director, officer, partner, member, trustee or the
like of another entity) (each such person being an "Indemnitee") against any
liabilities and expenses, including amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and counsel fees (all as provided in
accordance with applicable state law) reasonably incurred by such Indemnitee
in connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
investigative body in which such Indemnitee may be or may have been involved
as a party or otherwise or with which such Indemnitee may be or may have been
threatened, while acting in any capacity set forth herein or thereafter by
reason of such Indemnitee having acted in any such capacity, except with
respect to any

matter as to which such Indemnitee shall have been adjudicated not to have
acted in good faith in the reasonable belief that such Indemnitee's action was
in the best interest of the Trust and furthermore, in the case of any criminal
proceeding, so long as such Indemnitee had no reasonable cause to believe that
the conduct was unlawful; provided, however, that (1) no Indemnitee shall be
indemnified hereunder against any liability to the Trust or its shareholders
or any expense of such Indemnitee arising by reason of (i) willful misfea
sance, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of
the duties involved in the conduct of such Indemnitee's position (the conduct
referred to in such clauses (i) through (iv) being sometimes referred to
herein as "disabling conduct"), (2) as to any matter disposed of by settlement
or a compromise payment by such Indemnitee, pursuant to a consent decree or
otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless there has been a determination that such
settle ment or compromise is in the best interests of the Trust and that such
Indemnitee appears to have acted in good faith in the reasonable belief that
such Indemnitee's action was in the best interest of the Trust and did not
involve disabling conduct by such Indemnitee and (3) with respect to any
action, suit or other proceeding voluntarily prosecuted by any Indemnitee as
plaintiff, indemnification shall be mandatory only if the prosecution of such
action, suit or other proceeding by such Indemnitee was authorized by a
majority of the full Board of Trustees of the Trust.

                           (b) The Trust shall make advance payments in
connection with the expenses of defending any action with respect to which
indemnification might be sought hereunder if the Trust receives a written
affirmation of the Indemnitee's good faith belief that the standard of conduct
necessary for indemnification has been met and a written undertaking to
reimburse the Trust unless it is subsequently determined that such Indemnitee
is entitled to such indemnification and if the trustees of the Trust determine
that the facts then known to them would not preclude indemnification. In
addition, at least one of the following conditions must be met: (A) the
Indemnitee shall provide a security for such Indemnitee-undertaking, (B) the
Trust shall be insured against losses arising by reason of any lawful advance,
or (C) a majority of a quorum consisting of trust ees of the Trust who are
neither "interested persons" of the Trust (as defined in Section 2(a)(19) of
the 1940 Act) nor parties to the proceeding ("Disinterested Non-Party Trust
ees") or an independent legal counsel in a written opinion, shall determine,
based on a review of readily available facts (as opposed to a full trial-type
inquiry), that there is rea son to believe that the Indemnitee ultimately will
be found entitled to indemnification.

                           (c) All determinations with respect to
indemnification hereunder shall be made (1) by a final decision on the merits
by a court or other body before whom the proceeding was brought that such
Indemnitee is not liable or is not liable by reason of disabling conduct, or
(2) in the absence of such a decision, by (i) a majority vote of a quorum of
the Disinterested Non-Party Trustees of the Trust, or (ii) if such a quorum is
not obtainable or, even if obtainable, if a majority vote of such quorum so
directs, inde pendent legal counsel in a written opinion. All determinations
that advance payments in connection with the expense of defending any
proceeding shall be authorized shall be made in accordance with the
immediately preceding clause (2) above.

                           The rights accruing to any Indemnitee under these
provisions shall not exclude any other right to which such Indemnitee may be
lawfully entitled.

                  11. Limitation on Liability. (a) The Advisor will not be
liable for any error of judgment or mistake of law or for any loss suffered by
Advisor or by the Trust in connection with the performance of this Agreement,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss result ing from willful
misfeasance, bad faith or gross negligence on its part in the performance of
its duties or from reckless disregard by it of its duties under this
Agreement.

                           (b) Notwithstanding anything to the contrary
contained in this Agreement, the parties hereto acknowledge and agree that, as
provided in Section 5.1 of Article V of the Declaration of Trust, as amended
and restated,, this Agreement is exe cuted by the Trustees and/or officers of
the Trust, not individually but as such Trustees and/or officers of the Trust,
and the obligations hereunder are not binding upon any of the Trustees or
Shareholders individually but bind only the estate of the Trust.

                  12. Duration and Termination. This Agreement shall become
effective as of the date hereof and, unless sooner terminated with respect to
the Trust as provided herein, shall continue in effect for a period of two
years. Thereafter, if not terminated, this Agreement shall continue in effect
with respect to the Trust for successive periods of 12 months, provided such
continuance is specifically approved at least annually by both (a) the vote of
a majority of the Trust's Board of Trustees or the vote of a majority of the
outstanding voting securities of the Trust at the time outstanding and
entitled to vote, and (b) by the vote of a majority of the Trustees who are
not parties to this Agreement or interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on
such approval. Notwithstanding the foregoing, this Agreement may be terminated
by the Trust at any time, without the payment of any penalty, upon giving the
Advisor 60 days' notice (which notice may be waived by the Advisor), pro vided
that such termination by the Trust shall be directed or approved by the vote
of a majority of the Trustees of the Trust in office at the time or by the
vote of the holders of a majority of the voting securities of the Trust at the
time outstanding and entitled to vote, or by the Advisor on 60 days' written
notice (which notice may be waived by the Trust). This Agreement will also
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meanings of such
terms in the 1940 Act.)

                  13. Notices. Any notice under this Agreement shall be in
writing to the other party at such address as the other party may designate
from time to time for the receipt of such notice and shall be deemed to be
received on the earlier of the date actu ally received or on the fourth day
after the postmark if such notice is mailed first class postage prepaid.

                  14.   Amendment of this Agreement.  No provision of this
Agreement may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termi nation is sought. Any amendment of this
Agreement shall be subject to the 1940 Act.

                  15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York for contracts
to be performed en tirely therein without reference to choice of law
principles thereof and in accordance with the applicable provisions of the
1940 Act.

                  16. Use of the name BlackRock. The Advisor has consented to
the use by the Trust of the name or identifying word "BlackRock" in the name
of the Trust. Such consent is conditioned upon the employment of the Advisor
as the investment advisor to the Trust. The name or identifying word
"BlackRock" may be used from time to time in other connections and for other
purposes by the Advisor and any of its affiliates. The Advisor may require the
Trust to cease using "BlackRock" in the name of the Trust if the Trust ceases
to employ, for any reason, the Advisor, any successor thereto or any affiliate
thereof as investment advisor of the Trust.

                  17. Miscellaneous. The captions in this Agreement are
included for con venience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding on, and shall inure
to the benefit of the parties hereto and their respective successors.

                  18. Counterparts. This Agreement may be executed in
counterparts by the parties hereto, each of which shall constitute an original
counterpart, and all of which, together, shall constitute one Agreement.



                  IN WITNESS WHEREOF, the parties hereto have caused the
foregoing instrument to be executed by their duly authorized officers, all as
of the day and the year first above written.

                                BLACKROCK CALIFORNIA MUNICIPAL
                                INCOME TRUST



                                By: /s/ Ralph L. Schlosstein
                                   -------------------------------------------
                                     Name:  Ralph L. Schlosstein
                                     Title: President, Chief Executive Officer
                                            and Chief Financial Officer


                                BLACKROCK ADVISORS, INC.



                                By: /s/ Ralph L. Schlosstein
                                   -------------------------------------------
                                     Name:  Ralph L. Schlosstein
                                     Title:    President




                           BlackRock Advisors, Inc.
                                345 Park Avenue
                           New York, New York 10154


                                                               July 19, 2001

BlackRock California Municipal Income Trust
100 Bellevue Parkway
Wilmington, Delaware 19809

Gentlemen:

                  We are writing to confirm our understanding that BlackRock
California Municipal Income Trust (the "Trust") has a nonexclusive, revocable
license to use the word "BlackRock" in its name and that if BlackRock
Advisors, Inc. (the "Advisor") ceases to be the investment advisor to the
Trust, the Trust will cease using such name as promptly as practicable, making
all reasonable efforts to remove "BlackRock" from its name including calling a
special meeting of stockholders.

                  Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the
Trust, has informed us that the provision described above is contained in the
Trust's investment management agreement, and that continued use of the name
"BlackRock" if the Advisor ceases to be the investment advisor would probably
violate those provisions of the 1940 Act, that require that the Trust's name
not be misleading.

                  Execution of this letter agreement on behalf of the Trust
will signify that the Trust understands that it has a nonexclusive, revocable
license to the use of the name "BlackRock."

                           BLACKROCK ADVISORS, INC.


                           By: /s/ Ralph L. Schlosstein
                              -------------------------------------------
                              Name:  Ralph L. Schlosstein
                              Title: President


                           BLACKROCK CALIFORNIA MUNICIPAL
                           INCOME  TRUST



                           By: /s/ Ralph L. Schlosstein
                              -------------------------------------------
                               Name:   Ralph L. Schlosstein
                               Title:  President, Chief Executive Officer and
                                       Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>s327684.txt
<DESCRIPTION>EXHIBIT (G)(2)
<TEXT>
                                                             Exhibit (g)(2)
                                                             --------------


                          BLACKROCK ADVISORS, INC.
                           WAIVER RELIANCE LETTER


                                                     July 19, 2001

BlackRock California Municipal Income Trust
100 Bellevue Parkway
Wilmington, Delaware  19809


Ladies and Gentlemen:

                  BlackRock Advisors, Inc. (the "Advisor") and BlackRock
California Municipal Income Trust (the "Trust"), a closed-end management
investment company registered under the Investment Company Act of 1940, as
amended, have entered into an Investment Management Agreement, dated as of
July 19, 2001 (the "Advisory Agree ment"), pursuant to which the Advisor has
agreed to furnish investment advisory services to the Trust on the terms and
subject to the conditions of the Advisory Agreement.

                  The Advisory Agreement provides, among other things, that
the Trust will pay to the Advisor as full compensation for all investment
advisory services rendered by the Advisor to the Trust under the Advisory
Agreement a monthly fee in arrears at an annual rate equal to 0.60% of the
average weekly value of the Trust's Managed Assets (as defined in the Advisory
Agreement) (such fee being referred to herein as the "Investment Advisory
Fee"). The Advisor has covenanted to the underwriters of the Trust's common
shares of beneficial interest that the Advisor will waive receipt of certain
payments that would be expenses of the Trust, as set forth below. The Advisor
understands that you intend to disclose this undertaking in your Registration
Statement on Form N-2 and the prospectus included therein. This letter
confirms that you may rely on such undertaking for purposes of making
disclosure in your Registration Statement and prospectus and autho rizes you
to offset the appropriate amount of the waived payments described herein
against the Investment Advisory Fee.

                  For the period from the commencement of the Trust's
operations through July 31, 2002, and for the twelve month periods ending July
31 in each indicated year during the term of the Advisory Agreement (including
any continuation thereof in accor dance with Section 15 of the Investment
Company Act of 1940, as amended), the Advisor will waive receipt of certain
payments that would be expenses of the Trust in the amount determined by
applying the following annual rates to the average weekly value of the Trust's
Managed Assets:

Period Ending                               Period Ending
July 31                 Waiver              July 31              Waiver
- -------------           ------              -------              ------
2002                    .25%                2007                 .20%
2003                    .25%                2008                 .15%
2004                    .25%                2009                 .10%
2005                    .25%                2010                 .05%
2006                    .25%

                  The Advisor intends to cease to so waive receipt of payments
upon the earlier of (a) July 31, 2010 or (b) termination of the Advisory
Agreement.

                  Please acknowledge the foregoing by signing the enclosed
copy of this letter in the space provided below and returning the executed
copy to the Advisor.


                                           Sincerely,

                                           BLACKROCK ADVISORS, INC.


                                           By: /s/ Ralph L. Schlosstein
                                              --------------------------------
                                              Name:  Ralph L. Schlosstein
                                              Title: President





CONFIRMED AND ACCEPTED:

BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST


By: /s/ Ralph L. Schlosstein
   -------------------------------------------
      Name:  Ralph L. Schlosstein
      Title: President, Chief Executive Officer
             and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>s327640.txt
<DESCRIPTION>EXHIBIT (G)(3)
<TEXT>
                                                             Exhibit (g)(3)
                                                             --------------


                     SUB-INVESTMENT ADVISORY AGREEMENT


                  AGREEMENT dated as of July 19, 2001, between BlackRock
California Municipal Income Trust, a Delaware business trust (the "Trust"),
BlackRock Advisors, Inc. a Delaware corporation (the "Advisor"), and BlackRock
Financial Management, Inc., a Delaware corporation (the "Sub-Advisor").

                  WHEREAS, the Advisor has agreed to furnish investment
advisory services to the Trust, a closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");

                  WHEREAS, the Advisor wishes to retain the Sub-Advisor to
provide it with certain sub-advisory services as described below in connection
with Advisor's advisory activities on behalf of the Trust;

                  WHEREAS, the advisory agreement between the Advisor and the
Trust dated July 19, 2001 (such Agreement or the most recent successor
agreement between such parties relating to advisory services to the Trust is
referred to herein as the "Advisory Agreement") contemplates that the Advisor
may sub-contract invest ment advisory services with respect to the Trust to a
sub-advisor pursuant to a sub-advisory agreement agreeable to the Trust and
approved in accordance with the provisions of the 1940 Act; and

                  WHEREAS, this Agreement has been approved in accordance with
the provisions of the 1940 Act, and the Sub-Advisor is willing to furnish such
services upon the terms and conditions herein set forth;

                  NOW, THEREFORE, in consideration of the mutual premises and
covenants herein contained and other good and valuable consideration, the
receipt of which is hereby acknowledged, it is agreed by and between the
parties hereto as follows:

                  1. Appointment. The Advisor hereby appoints the Sub-Advisor
to act as sub-advisor with respect to the Trust and the Sub-Advisor accepts
such appointment and agrees to render the services herein set forth for the
compensation herein provided.

                  2. Services of the Sub-Advisor. Subject to the succeeding
provisions of this section, the oversight and supervision of the Advisor and
the direction and control of the Trust's Board of Trustees, the Sub-Advisor
will perform certain of the day-to-day operations of the Trust which may
include one or more of the following services at the request of the Advisor:
(a) acting as investment advisor for and managing the investment and
reinvestment of those assets of the Trust as the Advisor may from time to time
request and in connection therewith have complete discretion in purchasing and
selling such securities and other assets for the Trust and in voting,
exercising consents and exercising all other rights appertaining to such
securities and other assets on behalf of the Trust; (b) arranging, subject to
the provisions of paragraph 3 hereof, for the purchase and sale of securities
and other assets held in the investment portfolio of the Trust; (c) providing
investment research and credit analysis concerning the Trust's investments,
(d) assist the Advisor in determining what portion of the Trust's assets will
be invested in cash, cash equiva lents and money market instruments, (e)
placing orders for all purchases and sales of such investments made for the
Trust, and (f) maintaining the books and records as are required to support
Trust investment operations. At the request of the Advisor, the Sub-Advisor
will also, subject to the oversight and supervision of the Advisor and the
direction and control of the Trust's Board of Trustees, provide to the Advisor
or the Trust any of the facilities and equipment and perform any of the
services described in Section 3 of the Advisory Agreement. In addition, the
Sub-Advisor will keep the Trust and the Advisor informed of developments
materially affecting the Trust and shall, on its own initiative, furnish to
the Trust from time to time whatever information the Sub-Advisor believes
appropriate for this purpose. The Sub-Advisor will periodically communicate to
the Advisor, at such times as the Advisor may direct, information concerning
the purchase and sale of securities for the Trust, including: (a) the name of
the issuer, (b) the amount of the purchase or sale, (c) the name of the broker
or dealer, if any, through which the purchase or sale is effected, (d) the
CUSIP number of the instrument, if any, and (e) such other information as the
Advisor may reasonably require for purposes of fulfilling its obligations to
the Trust under the Advisory Agreement. The Sub-Advisor will provide the
services rendered by it under this Agreement in accordance with the Trust's
investment objectives, policies and restrictions (as currently in effect and
as they may be amended or supplemented from time to time) as stated in the
Trust's Prospectus and Statement of Additional Information and the resolutions
of the Trust's Board of Trustees.

                  3. Covenants. In the performance of its duties under this
Agree ment, the Sub-Advisor shall at all times conform to, and act in
accordance with, any requirements imposed by:

                           (a) (i) the provisions of the 1940 Act and the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and all
applicable Rules and Regulations of the Securities and Exchange Commission
(the "SEC"); (ii) any other applicable provision of law; (iii) the provisions
of the Agreement and Declaration of Trust, as amended and restated, and
By-Laws of the Trust, as such documents are amended from time to time; (iv)
the investment objectives and policies of the Trust as set forth in its
Registration Statement on Form N-2; and (v) any policies and de terminations
of the Board of Trustees of the Trust;

                           (b) will place orders either directly with the
issuer or with any broker or dealer. Subject to the other provisions of this
paragraph, in placing orders with brokers and dealers, the Sub-Advisor will
attempt to obtain the best price and the most favorable execution of its
orders. In placing orders, the Sub-Advisor will consider the experience and
skill of the firm's securities traders as well as the firm's financial
responsibility and administrative efficiency. Consistent with this obligation,
the Sub-Advisor may select brokers on the basis of the research, statistical
and pricing services they provide to the Trust and other clients of the
Advisor or the Sub-Advisor. Information and research received from such
brokers will be in addition to, and not in lieu of, the services required to
be performed by the Sub-Advisor hereunder. A commission paid to such brokers
may be higher than that which another qualified broker would have charged for
effecting the same transac tion, provided that the Sub-Advisor determines in
good faith that such commission is reasonable in terms either of the
transaction or the overall responsibility of the Advisor and the Sub-Advisor
to the Trust's and their other clients and that the total commissions paid by
the Trust will be reasonable in relation to the benefits to the Trust over the
long-term. In addition, the Sub-Advisor is authorized to take into account the
sale of shares of the Trust in allocating purchase and sale orders for
portfolio securities to brokers or dealers (including brokers and dealers that
are affiliated with the Advisor or the Sub-Advisor), provided that the
Sub-Advisor believes that the quality of the transaction and the commission
are comparable to what they would be with other qualified firms. In no
instance, however, will the Trust's securities be purchased from or sold to
the Advisor, the Sub-Advisor or any affiliated person thereof, except to the
extent permitted by the SEC or by applicable law;

                           (c) will maintain books and records with respect to
the Trust's securities transactions and will render to the Advisor and the
Trust's Board of Trustees such periodic and special reports as they may
request;

                           (d) will maintain a policy and practice of
conducting its investment advisory services hereunder independently of the
commercial banking operations of its affiliates. When the Sub-Advisor makes
investment recommenda tions for the Trust, its investment advisory personnel
will not inquire or take into consideration whether the issuer of securities
proposed for purchase or sale for the Trust's account are customers of the
commercial department of its affiliates; and

                           (e) will treat confidentially and as proprietary
information of the Trust all records and other information relative to the
Trust, and the Trust's prior, current or potential shareholders, and will not
use such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the Sub-Advisor may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Trust.

                  4. Services Not Exclusive. Nothing in this Agreement shall
prevent the Sub-Advisor or any officer, employee or other affiliate thereof
from acting as investment Advisor for any other person, firm or corporation,
or from engaging in any other lawful activity, and shall not in any way limit
or restrict the Sub-Advisor or any of its officers, employees or agents from
buying, selling or trading any securities for its or their own accounts or for
the accounts of others for whom it or they may be acting; provided, however,
that the Sub-Advisor will undertake no activities which, in its judgment, will
adversely affect the performance of its obligations under this Agreement.

                  5. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records
which it maintains for the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any such records upon the Trust's
request. The Sub-Advisor further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act (to the extent such books and records are not
maintained by the Advisor).

                  6. Agency Cross Transactions. From time to time, the Sub-
Advisor or brokers or dealers affiliated with it may find themselves in a
position to buy for certain of their brokerage clients (each an "Account")
securities which the Sub-Advisor's investment advisory clients wish to sell,
and to sell for certain of their brokerage clients securities which advisory
clients wish to buy. Where one of the parties is an advisory client, the
Advisor or the affiliated broker or dealer cannot participate in this type of
transaction (known as a cross transaction) on behalf of an advisory client and
retain commissions from both parties to the transaction without the advisory
client's consent. This is because in a situation where the Sub-Advisor is
making the investment decision (as opposed to a brokerage client who makes his
own investment decisions), and the Sub-Advisor or an affiliate is receiving
commis sions from one or both sides of the transaction, there is a potential
conflicting divi sion of loyalties and responsibilities on the Sub-Advisor's
part regarding the advisory client. The Securities and Exchange Commission has
adopted a rule under the Advisers Act which permits the Sub-Advisor or its
affiliates to participate on behalf of an Account in agency cross transactions
if the advisory client has given written consent in advance. By execution of
this Agreement, the Trust authorizes the Sub-Advisor or its affiliates to
participate in agency cross transactions involving an Account. The Trust may
revoke its consent at any time by written notice to the Sub-Advisor.

                  7. Expenses. During the term of this Agreement, the Sub-
Advisor will bear all costs and expenses of its employees and any overhead
incurred by the Sub-Advisor in connection with its duties hereunder; provided
that the Board of Trustees of the Trust may approve reimbursement to the
Sub-Advisor of the pro-rata portion of the salaries, bonuses, health
insurance, retirement benefits and all similar employment costs for the time
spent on Trust operations (other than the provision of investment advice and
administrative services required to be provided hereunder) of all personnel
employed by the Sub-Advisor who devote substantial time to the Trust
operations or the operations of other investment companies advised or
sub-advised by the Sub-Advisor.

                  8.       Compensation.

                           (a) The Advisor agrees to pay to the Sub-Advisor
and the Sub-Advisor agrees to accept as full compensation for all services
rendered by the Sub-Advisor as such, a monthly fee in arrears at an annual
rate equal: (i) prior to July 31, 2002, to 38% of the monthly advisory fees
received by the Advisor, (ii) from August 1, 2002 to July 31, 2003, to 19% of
the monthly advisory fee received by the Advisor; and (iii) after July 31,
2003, 0% of the advisory fees received by the Advisor; provided that
thereafter the Sub-Advisor may be compensated at cost for any services
rendered to the Trust at the request of the Advisor and approved of by the
Board of Trustees. For any period less than a month during which this Agree
ment is in effect, the fee shall be prorated according to the proportion which
such period bears to a full month of 28, 29, 30 or 31 days, as the case may
be.

                           (b) For purposes of this Agreement, the Managed
Assets of the Trust shall be calculated pursuant to the procedures adopted by
resolutions of the Trustees of the Trust for calculating the value of the
Trust's assets or delegating such calculations to third parties.

                  9.       Indemnity.

                           (a) The Trust hereby agrees to indemnify the
Sub-Advisor and each of the Sub-Advisor's directors, officers, employees,
agents, associates and controlling persons and the directors, partners,
members, officers, employees and agents thereof (including any individual who
serves at the Sub-Advisor's request as director, officer, partner, member,
trustee or the like of another entity) (each such person being an
"Indemnitee") against any liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and
counsel fees (all as provided in accordance with applicable state law)
reasonably incurred by such Indemnitee in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, before any court or administrative or investigative body in which
such Indemnitee may be or may have been involved as a party or otherwise or
with which such Indemnitee may be or may have been threatened, while acting in
any capacity set forth herein or thereafter by reason of such Indemnitee
having acted in any such capacity, except with respect to any matter as to
which such Indemnitee shall have been adjudicated not to have acted in good
faith in the reasonable belief that such Indemnitee's action was in the best
interest of the Trust and furthermore, in the case of any criminal proceeding,
so long as such Indemnitee had no reasonable cause to believe that the conduct
was unlaw ful; provided, however, that (1) no Indemnitee shall be indemnified
hereunder against any liability to the Trust or its shareholders or any
expense of such Indemnitee arising by reason of (i) willful misfeasance, (ii)
bad faith, (iii) gross negligence or (iv) reckless disregard of the duties
involved in the conduct of such Indemnitee's position (the conduct referred to
in such clauses (i) through (iv) being sometimes referred to herein as
"disabling conduct"), (2) as to any matter disposed of by settlement or a
compromise payment by such Indemnitee, pursuant to a consent decree or
otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless there has been a determination that such
settlement or compromise is in the best interests of the Trust and that such
Indemnitee appears to have acted in good faith in the reasonable belief that
such Indemnitee's action was in the best interest of the Trust and did not
involve disabling conduct by such Indemnitee and (3) with respect to any
action, suit or other proceeding voluntarily prosecuted by any Indemnitee as
plaintiff, indemnification shall be mandatory only if the prosecution of such
action, suit or other proceeding by such Indemnitee was authorized by a
majority of the full Board of Trustees of the Trust.

                           (b) The Trust shall make advance payments in
connection with the expenses of defending any action with respect to which
indemnification might be sought hereunder if the Trust receives a written
affirmation of the Indemnitee's good faith belief that the standard of conduct
necessary for indemnifica tion has been met and a written undertaking to
reimburse the Trust unless it is subsequently determined that such Indemnitee
is entitled to such indemnification and if the trustees of the Trust determine
that the facts then known to them would not preclude indemnification. In
addition, at least one of the following conditions must be met: (A) the
Indemnitee shall provide a security for such Indemnitee-undertaking, (B) the
Trust shall be insured against losses arising by reason of any lawful advance,
or (C) a majority of a quorum consisting of trustees of the Trust who are
neither "interested persons" of the Trust (as defined in Section 2(a)(19) of
the 1940 Act) nor parties to the proceeding ("Disinterested Non-Party
Trustees") or an independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the Indemnitee
ultimately will be found entitled to indemnification.

                           (c) All determinations with respect to
indemnification hereunder shall be made (1) by a final decision on the merits
by a court or other body before whom the proceeding was brought that such
Indemnitee is not liable by reason of disabling conduct, or (2) in the absence
of such a decision, by (i) a majority vote of a quorum of the Disinterested
Non-Party Trustees of the Trust, or (ii) if such a quorum is not obtainable or
even, if obtainable, if a majority vote of such quorum so directs, independent
legal counsel in a written opinion. All determinations that advance payments
in connection with the expense of defending any proceeding shall be authorized
shall be made in accordance with the immediately preceding clause (2) above.
The rights accruing to any Indemnitee under these provisions shall not exclude
any other right to which such Indemnitee may be lawfully entitled.

                  10.      Limitation on Liability.

                           (a) The Sub-Advisor will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Advisor or
by the Trust in connection with the performance of this Agreement, except a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its duties under this Agreement.

                           (b) Notwithstanding anything to the contrary
contained in this Agreement, the parties hereto acknowledge and agree that, as
provided in Section 5.1 of Article V of the Declaration of Trust, as amended
and restated, this Agreement is executed by the Trustees and/or officers of
the Trust, not individually but as such Trustees and/or officers of the Trust,
and the obligations hereunder are not binding upon any of the Trustees or
Shareholders individually but bind only the estate of the Trust.

                  11. Duration and Termination. This Agreement shall become
effective as of the date hereof and, unless sooner terminated with respect to
the Trust as provided herein, shall continue in effect for a period of two
years. Thereafter, if not terminated, this Agreement shall continue in effect
with respect to the Trust for successive periods of 12 months, provided such
continuance is specifically approved at least annually by both (a) the vote of
a majority of the Trust's Board of Trustees or a vote of a majority of the
outstanding voting securities of the Trust at the time outstanding and
entitled to vote and (b) by the vote of a majority of the Trustees, who are
not parties to this Agreement or interested persons (as such term is defined
in the 1940 Act) of any such party, cast in person at a meeting called for the
purpose of voting on such approval. Notwithstanding the foregoing, this
Agreement may be terminated by the Trust or the Advisor at any time, without
the payment of any penalty, upon giving the Sub-Advisor 60 days' notice (which
notice may be waived by the Sub-Advisor), provided that such termination by
the Trust or the Advisor shall be directed or approved by the vote of a
majority of the Trustees of the Trust in office at the time or by the vote of
the holders of a majority of the voting securities of the Trust at the time
outstanding and entitled to vote, or by the Sub-Advisor on 60 days' written
notice (which notice may be waived by the Trust and the Advisor), and will
terminate automatically upon any termination of the Advisory Agreement between
the Trust and the Advisor. This Agreement will also immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority
of the outstanding voting securities," "interested person" and "assignment"
shall have the same meanings of such terms in the 1940 Act.)

                  12. Notices. Any notice under this Agreement shall be in
writing to the other party at such address as the other party may designate
from time to time for the receipt of such notice and shall be deemed to be
received on the earlier of the date actually received or on the fourth day
after the postmark if such notice is mailed first class postage prepaid.

                  13. Amendment of this Agreement. No provision of this Agree
ment may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought. Any amendment of this
Agreement shall be subject to the 1940 Act.

                  14. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provi sions hereof or otherwise affect their construction or effect. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or other wise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding on, and shall inure
to the benefit of the parties hereto and their respective successors.

                  15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York for contracts
to be performed entirely therein without reference to choice of law principles
thereof and in accordance with the applicable provisions of the 1940 Act.

                  16. Counterparts. This Agreement may be executed in counter
parts by the parties hereto, each of which shall constitute an original
counterpart, and all of which, together, shall constitute one Agreement.



                  IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their duly authorized officers designated below
as of the day and year first above written.


                                    BLACKROCK ADVISORS, INC.


                                    By: /s/ Ralph L. Schlosstein
                                       ----------------------------------------
                                    Name:  Ralph L. Schlosstein
                                    Title: President


                                    BLACKROCK FINANCIAL MANAGEMENT, INC.


                                    By: /s/ Ralph L. Schlosstein
                                       ----------------------------------------
                                    Name:  Ralph L. Schlosstein
                                    Title: President


                                    BLACKROCK CALIFORNIA
                                    MUNICIPAL INCOME TRUST


                                    By: /s/ Ralph L. Schlosstein
                                       ----------------------------------------
                                    Name:  Ralph L. Schlosstein
                                    Title: President, Chief Executive Officer
                                           and Chief Financial Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>s214250a.txt
<DESCRIPTION>EXHIBIT (I)
<TEXT>
                                                                Exhibit (i)
                                                                -----------


                                                                    ANNEX A

                                                      ATTORNEY WORK PRODUCT
                                                PRIVILEGED AND CONFIDENTIAL


                              BLACKROCK FUNDS
                         DEFERRED COMPENSATION PLAN

         The Board of Trustees of each of the participating management
investment companies listed on Schedule A (as such schedule may be amended
from time to time) attached hereto and made a part hereof (each a
"Participating Fund" and collectively, the "Participating Funds"), hereby
establishes this BlackRock Funds Deferred Compensation Plan, effective as
of February 24, 2000 (the "Plan"). The purpose of the Plan is to provide
eligible trustees of Participating Funds, the opportunity to defer the
receipt of all or a portion of the amounts payable to them as compensation
for services rendered as members of the Board of Trustees of the respective
funds.

1.       DEFINITIONS

                  1.1 Definitions. Unless a different meaning is plainly
implied by the context, the following terms as used in the Plan shall have
the following meanings:

         The term "Advisor" shall mean BlackRock Advisors, Inc. and its
affiliates.

         The term "Board" shall mean the Board of Trustees of each
respective Participating Fund.

         The term "Deferral Account" shall mean a book entry account
maintained to reflect an Eligible Trustee's compensation deferred as
provided in Section 2.4 of the Plan.

         The term "Eligible Investment" shall mean a fund managed by the
Advisor and designated by the Participating Funds from time to time as an
investment medium that may be chosen by an Eligible Trustee in which such
Trustee's Deferral Account may be deemed to be invested, provided that any
Eligible Investment that is a term trust and also the Participating Fund
from which an Eligible Trustee's deferred compensation is paid, is not an
Eligible Investment that may be chosen by such Trustee as an investment
medium for such deferred compensation.

         The term "Eligible Trustee" shall mean a member of the Board who
is not an "interested person" of a Participating Fund or of BlackRock, as
such term is defined under Section 2(a)(1) of the Investment Company Act of
1940, as amended (the "1940 Act").

         The term "Exchange" shall mean the principal stock exchange on
which common shares of an Eligible Investment trade.

         The term "Fair Market Value" shall mean, with respect to a date,
on a per share basis, the closing price of an Eligible Investment, as
reported on the consolidated tape of the Exchange on such date or, if the
Exchange is closed on such date, the next succeeding date on which it is
open.

         The term "Participating Funds" shall mean those registered
investment management companies for which the Advisor serves or will serve
in the future as investment manager, whether existing at the time of
adoption of the Plan or established at a later date, designated by each
respective Board as a fund from which compensation may be deferred by an
Eligible Trustee. Participating Funds shall be listed on Schedule A to the
Plan, provided that failure to list a Participating Fund on Schedule A
shall not affect its status as a Participating Fund.

         The term "Valuation Date" shall mean the last business day of each
calendar quarter and any other day upon which the Participating Fund makes
valuations of the Deferral Accounts.

                  1.2 Trustees and Directors. Where appearing in the Plan,
"Trustee" shall also refer to "Director" and "Board of Trustees" shall also
refer to "Board of Directors."

                  1.3 Separate Plan for each Participating Fund. The Plan
is drafted, and shall be construed, as a separate Plan between each
Eligible Trustee and each Participating Fund.

2.       DEFERRALS

                  2.1 Deferral Elections.

                         (a) An Eligible Trustee participating in the Plan
(a "Participant") may elect to defer receipt of all, or a specified dollar
amount or percentage of the compensation (including fees for attending
meetings) earned by such Eligible Trustee for serving as a member of the
Board or as a member of any committee (or subcommittee of such committee)
of the Board of which such Eligible Trustee from time to time may be a
member (the "Deferred Compensation"). Expenses of attending meetings of the
Board, committees of the Board or subcommittees of such committees or other
reimbursable expenses may not be deferred.

                         (b) Deferrals shall be withheld from each payment
of compensation by the Participating Fund to the Participant based upon the
percentage or dollar amount elected by the Participant under Section 2.3
hereof.

                         (c) The Participant may cancel or modify the
amount of such Participant's Deferred Compensation on a prospective basis
by submitting to the Participating Fund a revised election to defer form.
Such change will be effective as of the first day of the calendar year
following the date such revision is submitted.

                  2.2  Manner of Election.

                         (a) An Eligible Trustee shall elect to participate
in the Plan and defer compensation by completing, signing and filing with
the Participating Fund an election to defer in such written form as may be
prescribed (the "Election"). The Election shall include:

                             (i)     The amount or percentage of
                                     compensation to be deferred;

                             (ii)    The method of payment of Deferred
                                     Compensation (i.e., in a lump sum or
                                     the number of installments);

                             (iii)   The time or times of payment of the
                                     Deferred Compensation;

                             (iv)    The Eligible Investments selected by
                                     the Trustee for the Deferred
                                     Compensation; and

                             (v)     Any beneficiary(ies) designated by the
                                     Eligible Trustee pursuant to Section
                                     3.2 of the Plan.

                         (b) Each Eligible Trustee's receipt of
compensation shall be deferred until the first to occur of any of the
following events:

                             (i)     The date which such Eligible Trustee
                                     ceases to be a Trustee of the
                                     Participating Fund;

                             (ii)    A date selected by such Eligible
                                     Trustee as specified on the Trustee's
                                     Election;

                             (iii)   A date on which some future event
                                     occurs which is not within the
                                     Eligible Trustee's control, as
                                     specified on the Trustee's Election;

                             (iv)    Upon the death of the Eligible
                                     Trustee;

                             (v)     In the sole discretion of the
                                     Participating Fund, upon disability or
                                     financial hardship of the Eligible
                                     Trustee;

                             (vi)    The effective date of the sale or
                                     liquidation of the Participating Fund
                                     or to comply with applicable law; or

                             (vii)   Upon termination of the Plan in
                                     accordance with Section 4.5 hereof.

                  2.3 Period of Deferrals.

                         (a) Any Election by an Eligible Trustee pursuant
to the Plan shall be irrevocable from and after the date on which such
Election is filed with the Participating Fund and shall be effective to
defer compensation of an Eligible Trustee as follows:

                             (i)     As to any Eligible Trustee in office
                                     on the effective date of the Plan who
                                     files an Election no later than thirty
                                     (30) days after such effective date,
                                     such Election shall be effective to
                                     defer any compensation which is earned
                                     by the Eligible Trustee after the date
                                     of the filing of the Election, or the
                                     effective date of the Plan, if later;

                             (ii)    As to any individual who becomes an
                                     Eligible Trustee after the effective
                                     date of the Plan and who files an
                                     Election within thirty (30) days of
                                     becoming an Eligible Trustee, such
                                     Election shall be effective to defer
                                     any compensation which is earned by
                                     the Eligible Trustee after the date of
                                     the filing of the Election, or the
                                     effective date of the Plan, if later;
                                     and

                             (iii)   As to any other Eligible Trustee, the
                                     Election shall be effective to defer
                                     any compensation that is earned from
                                     and after the first day of the
                                     calendar year next succeeding the
                                     calendar year in which the Election is
                                     filed.

                         (b) A Participant may revoke such Participant's
Election at any time by filing a written notice of termination with the
Participating Fund. Any compensation earned by the Participant after
receipt of the notice by the Participating Fund shall be paid currently and
no longer deferred as provided in the Plan.

                         (c) A Participant who has filed a notice to
terminate deferral of compensation may thereafter again file a new Election
pursuant to Section 2.2(a) hereof effective for any calendar year
subsequent to the calendar year in which the new Election is filed.

                  2.4 Valuation of Deferral Account.

                         (a) Each Participating Fund shall establish a
Deferral Account to which will be credited in an amount equal to the
Participant's Deferred Compensation under the Plan. Any compensation earned
by the Participant which the Participant has elected to defer will be
credited to the Deferral Account on the date such amounts otherwise would
have been payable to such Participant. On each Valuation Date, each
Deferral Account will be credited or debited (as described in subsection
(b) below) with the amount that would have been realized had the Deferral
Account been invested in the Eligible Investments designated by the
Participant. The Deferral Account shall be debited to reflect any
distributions as of the date such distributions are made in accordance with
Section 3 of the Plan.

                         (b) Each Participating Fund shall adjust the
Participant's Deferral Account to reflect a value which would have been
earned as if the amount of Deferred Compensation represented by such
Deferral Account had been invested and reinvested in shares of the Eligible
Investments designated by the Participant as follows:

                  The value of each account will be determined by reference
                  to the number of the shares of the Eligible Investment
                  that the Deferred Compensation would have purchased (or
                  sold) at the then Fair Market Value per share on the date
                  such amounts are credited to (or debited from) the
                  Deferral Account (less any brokerage fees payable upon
                  the acquisition of shares of such in the open market) as
                  well as the Fair Market Value of shares that would have
                  been acquired through reinvestment of dividends and
                  capital gains distributed.

                         (c)  As of each Valuation Date, income, gain and loss
equivalents (determined as if the Deferral Accounts are invested in the
manner set forth in Section 2.2(a) hereof) attributable to the period
following the next preceding Valuation Date shall be credited to and/or
debited from the Participant's Deferral Account.

                  2.5 Investment of Deferral Account Balance.

                         (a) The Participating Funds shall from time to
time designate one or more funds eligible for investment. A Participant, at
the time of Election, shall have the right to select from the then-current
list of Eligible Investments one or more Eligible Investments in which
amounts deferred shall be deemed invested as set forth in Section 3. The
Participant may select from the Eligible Investments to which all or part
of the amounts in the Deferral Account shall be deemed to be invested.

                         (b) The Participant shall make investment
designations at the time such Participant files the Election with the
Participating Fund which shall remain effective until another valid
direction has been made by the Participant as herein provided. The
Participant may amend the investment designations only once each calendar
year by giving written notice at least thirty (30) days prior to the end of
such calendar year. A timely change to a Participant's investment
designation shall become effective as soon as practicable following receipt
of notice by the Participating Fund.

                         (c) The Eligible Investments deemed to be made
available to the Participant, and any restrictions or limitation on the
maximum or minimum percentages of the Participant's Deferral Account that
may be invested in any Eligible Investment, shall be the same as from
time-to-time communicated to the Participant.

                         (d) A Participant may elect to transfer Deferred
Compensation from one Eligible Investment to a different Eligible
Investment, provided that in no event may any such election become
effective sooner than six (6) months following the last date on which
Deferred Compensation was allocated to the former Eligible Investment, and
the Participant shall not be permitted to defer any compensation earned
after such date to such former Eligible Investment for a period of six (6)
months from the date of such transfer. A transfer election shall be made by
written notice signed by the Participant and filed with the Participating
Fund.

                         (e) Notwithstanding the foregoing, the
Participating Funds may, from time to time, remove any fund from or add any
fund to the list of Eligible Investments. If the Participating Funds
discontinue an Eligible Investment, the Participant shall complete and file
an election to transfer the amounts deferred in the discontinued Eligible
Investment to such other then- current Eligible Investment. In the event
that the Participant shall fail to timely elect a new Eligible Investment,
such amounts shall be transferred to an Eligible Investment that the
Participating Fund deems appropriate.

                         (f) Except as provided below, the Participant's
Deferral Account shall be deemed to be invested in accordance with the
Participant's Election, provided such Election conforms to the provisions
of this Section. If -

                             (i)     the Participant does not furnish
                                     complete, written investment
                                     instructions; or

                             (ii)    the written investment instructions
                                     from the Participant are unclear,


the Participant's Deferral Account shall be deemed to be invested in such
other then-current Eligible Investments as the Participating Funds shall
select, until such time as the Participant shall provide complete
investment instructions.

3.       DISTRIBUTIONS FROM DEFERRAL ACCOUNT

                  3.1 Distribution Election.

                  The aggregate value of a Participant's Deferral Account
will be paid in a lump sum or in ten (10) or fewer annual installments, as
specified in the Participant's Election (or Elections). Distributions will
be made as of the first business day of January of the calendar year
following the calendar year in which the Participant ceases being a Trustee
or on such other dates as the Participant may specify in such Election (or
Elections), which shall not be earlier than six (6) months following the
Election.

                         (a) If a Participant elects installment payments,
the unpaid balance in the Participant's Deferral Account shall continue to
accrue earnings and dividend equivalents, computed in accordance with the
provisions of Section 2.4(b), and shall be prorated and paid over the
installment period. The amount of the first payment shall be a fraction of
the then Fair Market Value of such Participant's Deferral Account, the
numerator of which is one, and the denominator of which is the total number
of installments. The amount of each subsequent payment shall be a fraction
of the then Fair Market Value of the Participant's Deferral Account
remaining after the prior payment, the numerator of which is one and the
denominator of which is the total number of installments elected minus the
number of installments previously paid.

                         (b) All payments shall be in cash; provided,
however if a lump sum payment is elected, the Participant may elect to
receive payment in full and fractional shares of the Eligible Investments
selected by such Participant at Fair Market Value at the time of payment of
the amounts credited to the Participant's Deferral Account. Any such
election shall be filed in writing by the Participant with the
Participating Fund at least ten (10) business days prior to the date which
such payment is to be made.

                         (c) A Participant may at any time, and from time
to time, change any distribution election applicable to such Participant's
Deferral Account, provided that no election to change the timing of any
distribution shall be effective unless it is made in writing and received
by the Participating Fund at least six (6) months prior to the earlier of
(i) the time at which the Participant ceases to be a Trustee or (ii) the
time such distribution shall commence.

                  3.2 Death Prior to Complete Distribution. In the event of
a Participant's death prior to distribution of all amounts in such
Participant's Deferral Account, notwithstanding any Election made by the
Participant and notwithstanding any other provision set forth herein, the
value of such Deferral Account shall be paid in a lump sum in accordance
with the provisions of the Plan as soon as reasonably possible to the
Participant's designated beneficiary(ies) (the "Beneficiary") or, if such
Beneficiary(ies) does not survive the Participant or no beneficiary is
designated, to such Participant's estate. Any Beneficiary(ies) so
designated by a Participant may be changed at any time by notice in writing
from such Participant to the Participating Fund. All payments under this
subsection shall otherwise be paid in accordance with Section 3.1 hereof.

                  3.3 Payment in Discretion of Participating Funds.

                  Amounts deferred hereunder, based on the then adjusted
value of the Participant's Deferral Account as of the Valuation Date next
following, may become payable to the Participant in the discretion of the
Participating Fund:

                         (a) Disability. If the Participating Fund finds on
the basis of medical evidence satisfactory to it that the Participant is
prevented from engaging in any suitable gainful employment or occupation
and that such disability will be permanent and continuous during the
remainder of such Participant's life, the Participating Fund shall
distribute the amounts in the Participant's Deferral Account in a lump sum
or in the number of installments previously selected by the Participant.

                         (b) Financial Hardship. If the Participant
requests and if the Participant provides evidence of financial hardship,
the Participating Fund may, in its sole and absolute discretion, permit a
distribution of all or a portion of the Participant's Deferral Account
prior to the date on which payments would have commenced under Section 3.1.

                  3.4 Acceleration of Payments.

                         (a) In the event of the liquidation, dissolution
or winding up of a Participating Fund or the distribution of all or
substantially all of a Participating Fund's assets and property to its
shareholders (for this purpose a sale, conveyance or transfer of a
Participating Fund's assets to a trust, partnership, association or another
corporation in exchange for cash, shares or other securities with the
transfer being made subject to, or with the assumption by the transferee
of, the liabilities of such Participating Fund shall not be deemed a
termination of such Participating Fund or such a distribution), the entire
unpaid balance of the Participant's Deferral Account of such Participating
Fund shall be paid in a lump sum as of the effective date thereof.

                         (b) The Participating Funds are empowered to
accelerate the payment of deferred amounts to all Participants and
Beneficiaries in the event that there is a change in law which would have
the effect of adversely affecting such persons rights and benefits under
the Plan if acceleration did not occur.

4.       MISCELLANEOUS

                  4.1 Statements of Account.

                  The Participating Funds will furnish each Participant
with a statement setting forth the value of such Participant's Deferral
Account as of the end of each calendar year and all credits and debits of
such Deferral Account during such year. Such statements will be furnished
no later than sixty (60) days after the end of each calendar year.

                  4.2 Rights in Deferral Account.

                  Credits to the Deferral Accounts shall (i) remain part of
the general assets of the Participating Funds, (ii) at all times be the
sole and absolute property of the Participating Funds and (iii) in no event
be deemed to constitute a fund, trust or collateral security for the
payment of the Deferred Compensation to which Participants are entitled
from such Deferral Accounts. The right of the Participant or any
Beneficiary or estate to receive future payment of Deferred Compensation
under the provisions of the Plan shall be an unsecured claim against the
general assets of the Participating Funds, if any, available at the time of
payment. A Participating Fund shall not reserve or set aside funds for the
payment of its obligations hereunder by any form of trust, escrow, or
similar arrangement. The arrangement described in this Plan shall be
"unfunded" for U.S. federal income tax purposes and for purposes of the
Employee Retirement Security Income Act of 1974, as amended.

                  4.3 Non-Assignability.

                  The rights and benefits of Participants under the Plan
and any other person or persons to whom payments may be made pursuant to
the Plan shall not be subject to alienation, assignment, pledge, transfer
or other disposition, except as otherwise provided by law.

                  4.4 Interpretation and Administration.

                         (a) The Participating Funds shall have the general
authority to interpret, construe and implement provisions of the Plan and
to adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as shall be from time to time, deemed
advisable. Any determination by the Participating Funds shall be final and
conclusive.

                  4.5 Amendment and Termination.

                  The Participating Funds may in their sole discretion
amend or terminate the Plan at any time. No amendment or termination shall
adversely affect any then existing deferred amounts or rights under the
Plan. Upon termination of the Plan, the remaining balance of the
Participant's Deferral Account shall be paid to the Participant (or to a
beneficiary, as the case may be), in a lump sum as soon as practicable but
no more than thirty (30) days following termination of the Plan.

                  4.6 Incapacity.

                  If the Participating Funds shall receive satisfactory
evidence that the Participant or any Beneficiary entitled to receive any
benefit under the Plan is, at the time when such benefit becomes payable, a
minor, or is physically or mentally incompetent to receive such benefit and
to give a valid release therefor, and that another person or an institution
is then maintaining or has custody of the Participant or Beneficiary and
that no guardian, committee or other representative of the estate of the
Participant or Beneficiary shall have been duly appointed, the
Participating Funds may make payment of such benefit otherwise payable to
the Participant or Beneficiary to such other person or institution and the
release of such other person or institution shall be a valid and complete
discharge for the payment of such benefit.

                  4.7 Payments Due Missing Persons.

                  The Participating Funds shall make a reasonable effort to
locate all persons entitled to benefits under the Plan. However,
notwithstanding any provisions of the Plan to the contrary, if, after a
period of five (5) years from the date such benefit shall be due, any such
persons entitled to benefits have not been located, their rights under the
Plan shall stand suspended. Before this provision becomes operative, the
Participating Funds shall send a certified letter to all such persons to
their last known address advising them that their benefits under the Plan
shall be suspended. Any such suspended amounts shall be held by the
Participating Funds for a period of three (3) additional years (or a total
of eight (8) years from the time the benefits first become payable) and
thereafter, if unclaimed, such amounts shall be forfeited, subject to
applicable laws in the jurisdiction in which the respective Participating
Fund is organized.

                  4.8 Agents.

                  The Participating Funds may employ agents and provide for
such clerical, legal, actuarial, accounting, advisory or other services as
they deem necessary to perform their duties under the Plan. The
Participating Funds shall bear the cost of such services and all other
expenses incurred in connection with the administration of the Plan.

                  4.9 Governing Law.

                  All matters concerning the validity, construction and
administration of the Plan shall be governed by the laws of the state in
which the respective Participating Fund is organized.

                  4.10 Non-Guarantee of  Status.

                  Nothing contained in the Plan shall be construed as a
contract or guarantee of the right of the Participant to be, or remain as,
a Trustee of any of the Participating Funds or to receive any, or any
particular rate of, compensation from any of the Participating Funds.

                  4.11 Counsel.

                  The Participating Funds may consult with legal counsel
with respect to the meaning or construction of the Plan, their obligations
or duties hereunder or with respect to any action or proceeding or any
question of law, and they shall be fully protected with respect to any
action taken or omitted by them in good faith pursuant to the advice of
legal counsel.

                  4.12 Entire Plan.

                  The Plan contains the entire understanding between the
Participating Funds and the Participant with respect to the payment of
non-qualified elective deferred compensation by the Participating Funds to
the Participant.

                  4.13 Non-liability of Participating Funds.

                  Interpretations of, and determinations (including factual
determinations) related to, the Plan made by the Participating Funds in
good faith, including any determinations of the amounts of the Deferral
Accounts, shall be conclusive and binding upon all parties; and the
Participating Funds and their officers and Trustees shall not incur any
liability to the Participant for any such interpretation or determination
so made or for any other action taken by it in connection with the Plan in
good faith.

                  4.14 Successors and Assigns.

                  The Plan shall be binding upon, and shall inure to the
benefit of, the Participating Funds and their successors and assigns and to
the Participants and their heirs, executors, administrators and personal
representatives.

                  4.15 Severability.

                  In the event any one or more provisions of the Plan are
held to be invalid or unenforceable, such illegality or unenforceability
shall not affect the validity or enforceability of the other provisions
hereof and such other provisions shall remain in full force and effect
unaffected by such invalidity or unenforceability.

                  4.16 Rule 16b-3 Compliance.

                  It is the intention of the Participating Fund that all
transactions under the Plan be exempt from liability imposed by Section
16(b) of the Securities Exchange Act of 1934, as amended. Therefore, if any
transaction under the Plan is found not to be in compliance with Section
16(b), the provision of the Plan governing such transaction shall be deemed
amended so that the transaction does so comply and is so exempt, to the
extent permitted by law and deemed advisable by the Participating Fund, and
in all events the Plan shall be construed in favor of its meeting the
requirements of an exemption.


         IN WITNESS WHEREOF, each Participating Fund has caused this Plan
to be executed by one of its duly authorized officers, this __ day of
__________, 2000.



By:________________________________
Name:
Title:



Witness:__________________________
Name:
Title:



                                                                 SCHEDULE A


                              BLACKROCK FUNDS
                         DEFERRED COMPENSATION PLAN

                            PARTICIPATING FUNDS


BlackRock Advantage Term Trust
BlackRock Broad Investment Grade 2009 Term
Trust BlackRock California Insured Municipal 2008 Term Trust
BlackRock California Investment Quality Municipal Trust
BlackRock California Municipal Income Trust
BlackRock Florida Insured Municipal 2008 Term Trust
BlackRock Florida Investment Quality Municipal Trust
BlackRock Florida Municipal Income Trust
BlackRock High Yield Trust BlackRock Income Trust
BlackRock Insured Municipal 2008 Term Trust Inc.
BlackRock Insured Municipal Term Trust
BlackRock Investment Quality Municipal Trust
BlackRock Investment Quality Term Trust
BlackRock Municipal Income Trust
BlackRock Municipal Target Term Trust
BlackRock New Jersey Investment Quality Municipal Trust
BlackRock New Jersey Municipal Income Trust
BlackRock New York Insured Municipal 2008 Term Trust
BlackRock New York Investment Quality Municipal Trust
BlackRock New York Municipal Income Trust
BlackRock North American Government Income Trust
BlackRock Pennsylvania Strategic Municipal Trust
BlackRock Strategic Municipal Trust




                                                                 SCHEDULE B

                            ELIGIBLE INVESTMENTS

You may choose from the following eligible investments:


BlackRock Advantage Term Trust
BlackRock Broad Investment Grade 2009 Term Trust
BlackRock High Yield Trust
BlackRock Income Trust
BlackRock Investment Quality Term Trust
BlackRock North American Government Income Trust



                              BLACKROCK FUNDS
                         DEFERRED COMPENSATION PLAN

                           Deferral Election Form

         The undersigned hereby elects to participate in the Deferred
Compensation Plan ("Plan") in accordance with the elections made in this
Deferral Election Form.

1.       Amount Deferred

         I hereby elect to defer compensation earned as a Trustee which are
earned subsequent to the date of this election, as follows:

         | | All fees; or

         | | ________% of fees.

         | | $________ of fees.


2.       Investment Choice

         I hereby elect to have the deferred compensation valued by an
investment in the Eligible Investments as set forth on the attachment to
this Deferral Election Form. I understand that I may change this election
by giving written notice at least thirty (30) days prior to the end of each
calendar year.

3.       Time of Payment

         I hereby elect to be paid as follows:

         | | On the first business day in January of the calendar year
following the calendar year in which I cease to be a Trustee; or

         | | On the following other date or event:

4.       Number of Payments

         I hereby elect to receive payment as follows:

         | | Entire amount in a lump sum; or

         | | In annual installments (not to exceed 10).

         I hereby relinquish and release any and all rights to receive
payment of the deferred amounts except in accordance with the Plan.


Executed this      day of       , ___


                                           -----------------------------
                                           Trustee's Signature


Received and accepted by the Participating Funds:

By:
   ----------------------------------

Date:
     --------------------------------



                              BLACKROCK FUNDS
                         DEFERRED COMPENSATION PLAN

                         Designation of Beneficiary

The undersigned hereby designates the person or persons named below as the
beneficiary(ies) of any benefits which may become due according to the
terms and conditions of the BlackRock Funds Deferred Compensation Plan (the
"Plan") in the event of my death.

         | | To my Estate: or

         | | To the following beneficiaries:

         Primary:
                 ------------------------------------------------------

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

                 ------------------------------------------------------
                 (Name, address and relationship) if living, or if not living
                 at my death, to

         Secondary:
                   ----------------------------------------------------

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

                   ----------------------------------------------------
                   (Name, address and relationship) or if not living
                   at my death or is not designated, to my Estate.


I hereby revoke all prior beneficiary designation(s) made under the terms
of the Plan by execution of this form.

Executed this     day of          , ____


                                     ------------------------------
                                     Trustee's Signature


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>custody.txt
<DESCRIPTION>EXHIBIT (J)
<TEXT>
                                                                Exhibit (j)
                                                                -----------


                             CUSTODIAN CONTRACT


         This Contract is made as of July 30, 2001 between BlackRock
California Municipal Income Trust, a business trust organized and existing
under the laws of the State of Delaware, having its principal place of
business at 100 Bellevue Parkway, Wilmington, Delaware 19809 hereinafter
called the "Fund", and State Street Bank and Trust Company, a Massachusetts
trust company, having its principal place of business at 225 Franklin
Street, Boston, Massachusetts, 02110, hereinafter called the "Custodian",

         WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:


1.       Employment of Custodian and Property to be Held by It

         The Fund hereby employs the Custodian as the custodian of its
assets pursuant to the provisions of the Fund's agreement and declaration
of trust (the "Declaration of Trust"). The Fund agrees to deliver to the
Custodian all securities and cash owned by it, and all payments of income,
payments of principal or capital distributions received by it with respect
to all securities owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares of beneficial
interest ("Shares") of the Fund as may be issued or sold from time to time.
The Custodian shall not be responsible for any property of the Fund held or
received by the Fund and not delivered to the Custodian.

         Upon receipt of "Proper Instructions" (within the meaning of
Article 3), the Custodian shall from time to time employ one or more
sub-custodians, but only in accordance with an applicable vote by the board
of trustees of the Fund (the "Board of Trustees"), and provided that the
Custodian shall have no more or less responsibility or liability to the
Fund on account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian.


2.       Duties of the Custodian with Respect to Property of the Fund Held
         By the Custodian

2.1      Holding Securities. The Custodian shall hold and physically
         segregate for the account of the Fund all non-cash property,
         including all securities owned by the Fund, other than (a)
         securities which are maintained pursuant to Section 2.8 in a
         clearing agency registered with the Securities and Exchange
         Commission (the "SEC") under Section 17A of the Securities
         Exchange Act of 1934 (the "Exchange Act"), which acts as a
         securities depository, or in the book-entry system authorized by
         the U.S. Department of the Treasury and certain federal agencies
         (each, a "Securities System") and (b) commercial paper of an
         issuer for which State Street Bank and Trust Company acts as
         issuing and paying agent ("Direct Paper") which is deposited
         and/or maintained in the Direct Paper System of the Custodian (the
         "Direct Paper System") pursuant to Section 2.9.

2.2      Delivery of Securities. The Custodian shall release and deliver
         securities owned by the Fund held by the Custodian or in a
         Securities System account of the Custodian ("Securities System
         Account") or in the Custodian's Direct Paper book entry system
         account ("Direct Paper System Account") only upon receipt of
         Proper Instructions, which may be continuing instructions when
         deemed appropriate by the parties, and only in the following
         cases:

         1)       Upon sale of such securities for the account of the Fund
                  and receipt of payment therefor;

         2)       Upon the receipt of payment in connection with any
                  repurchase agreement related to such securities entered
                  into by the Fund;

         3)       In the case of a sale effected through a Securities
                  System, in accordance with the provisions of Section 2.8
                  hereof;

         4)       To the depository agent in connection with tender or
                  other similar offers for securities of the Fund;

         5)       To the issuer thereof or its agent when such securities
                  are called, redeemed, retired or otherwise become
                  payable; provided that, in any such case, the cash or
                  other consideration is to be delivered to the Custodian;

         6)       To the issuer thereof, or its agent, for transfer into
                  the name of the Fund or into the name of any nominee or
                  nominees of the Custodian or into the name or nominee
                  name of any agent appointed pursuant to Section 2.7 or
                  into the name or nominee name of any sub-custodian
                  appointed pursuant to Article 1; or for exchange for a
                  different number of bonds, certificates or other evidence
                  representing the same aggregate face amount or number of
                  units; provided that, in any such case, the new
                  securities are to be delivered to the Custodian;

         7)       Upon the sale of such securities for the account of the
                  Fund, to the broker or its clearing agent, against a
                  receipt, for examination in accordance with "street
                  delivery" custom; provided that in any such case, the
                  Custodian shall have no responsibility or liability for
                  any loss arising from the delivery of such securities
                  prior to receiving payment for such securities except as
                  may arise from the Custodian's own negligence or willful
                  misconduct;

         8)       For exchange or conversion pursuant to any plan of
                  merger, consolidation, recapitalization, reorganization
                  or readjustment of the securities of the issuer of such
                  securities, or pursuant to provisions for conversion
                  contained in such securities, or pursuant to any deposit
                  agreement; provided that, in any such case, the new
                  securities and cash, if any, are to be delivered to the
                  Custodian;

         9)       In the case of warrants, rights or similar securities,
                  the surrender thereof in the exercise of such warrants,
                  rights or similar securities or the surrender of interim
                  receipts or temporary securities for definitive
                  securities; provided that, in any such case, the new
                  securities and cash, if any, are to be delivered to the
                  Custodian;

         10)      For delivery in connection with any loans of securities
                  made by the Fund, but only against receipt of adequate
                  collateral as agreed upon from time to time by the
                  Custodian and the Fund, which may be in the form of cash
                  or obligations issued by the United States government,
                  its agencies or instrumentalities, except that in
                  connection with any loans for which collateral is to be
                  credited to the Custodian's account in the book-entry
                  system authorized by the U.S. Department of the Treasury,
                  the Custodian will not be held liable or responsible for
                  the delivery of securities owned by the Fund prior to the
                  receipt of such collateral;

         11)      For delivery as security in connection with any
                  borrowings by the Fund requiring a pledge of assets by
                  the Fund, but only against receipt of amounts borrowed;

         12)      For delivery in accordance with the provisions of any
                  agreement among the Fund, the Custodian and a
                  broker-dealer registered under the Exchange Act and a
                  member of The National Association of Securities Dealers,
                  Inc. ("NASD"), relating to compliance with the rules of
                  The Options Clearing Corporation and of any registered
                  national securities exchange, or of any similar
                  organization or organizations, regarding escrow or other
                  arrangements in connection with transactions by the Fund;

         13)      For delivery in accordance with the provisions of any
                  agreement among the Fund, the Custodian, and a Futures
                  Commission Merchant registered under the Commodity
                  Exchange Act, relating to compliance with the rules of
                  the Commodity Futures Trading Commission (the "CFTC")
                  and/or any Contract Market, or any similar organization
                  or organizations, regarding account deposits in
                  connection with transactions by the Fund;

         14)      For any other proper purpose, but only upon receipt of
                  Proper Instructions specifying the securities of the Fund
                  to be delivered, setting forth the purpose for which such
                  delivery is to be made, declaring such purpose to be a
                  proper purpose, and naming the person or persons to whom
                  delivery of such securities shall be made.

2.3      Registration of Securities. Securities held by the Custodian
         (other than bearer securities) shall be registered in the name of
         the Fund or in the name of any nominee of the Fund or of any
         nominee of the Custodian which nominee shall be assigned
         exclusively to the Fund, unless the Fund has authorized in writing
         the appointment of a nominee to be used in common with other
         registered investment companies having the same investment adviser
         as the Fund, or in the name or nominee name of any agent appointed
         pursuant to Section 2.7 or in the name or nominee name of any
         sub-custodian appointed pursuant to Article 1. All securities
         accepted by the Custodian on behalf of the Fund under the terms of
         this Contract shall be in "street name" or other good delivery
         form. If, however, the Fund directs the Custodian to maintain
         securities in "street name", the Custodian shall utilize its best
         efforts only to timely collect income due the Fund on such
         securities and to notify the Fund on a best efforts basis only of
         relevant corporate actions including, without limitation, pendency
         of calls, maturities, tender or exchange offers.

2.4      Bank Accounts. The Custodian shall open and maintain a separate
         bank account or accounts in the name of the Fund, subject only to
         draft or order by the Custodian acting pursuant to the terms of
         this Contract, and shall hold in such account or accounts, subject
         to the provisions hereof, all cash received by it from or for the
         account of the Fund, other than cash maintained by the Fund in a
         bank account established and used in accordance with Rule 17f-3
         under the Investment Company Act of 1940, as amended (the "1940
         Act"). Funds held by the Custodian for the Fund may be deposited
         by it to its credit as Custodian in the banking department of the
         Custodian or in such other banks or trust companies as it may in
         its discretion deem necessary or desirable; provided, however,
         that every such bank or trust company shall be qualified to act as
         a custodian under the 1940 Act and that each such bank or trust
         company and the funds to be deposited with each such bank or trust
         company shall be approved by vote of a majority of the Board of
         Trustees of the Fund. Such funds shall be deposited by the
         Custodian in its capacity as Custodian and shall be withdrawable
         by the Custodian only in that capacity.

2.5      Collection of Income. Subject to the provisions of Section 2.3,
         the Custodian shall collect on a timely basis all income and other
         payments with respect to registered securities held hereunder to
         which the Fund shall be entitled either by law or pursuant to
         custom in the securities business, and shall collect on a timely
         basis all income and other payments with respect to bearer
         securities if, on the date of payment by the issuer, such
         securities are held by the Custodian or its agent thereof and
         shall credit such income, as collected, to the Fund's custodian
         account. Without limiting the generality of the foregoing, the
         Custodian shall detach and present for payment all coupons and
         other income items requiring presentation as and when they become
         due and shall collect interest when due on securities held
         hereunder. Income due the Fund on securities loaned pursuant to
         the provisions of Section 2.2 (10) shall be the responsibility of
         the Fund. The Custodian will have no duty or responsibility in
         connection therewith, other than to provide the Fund with such
         information or data as may be necessary to assist the Fund in
         arranging for the timely delivery to the Custodian of the income
         to which the Fund is properly entitled.

2.6      Payment of Fund Monies. Upon receipt of Proper Instructions, which
         may be continuing instructions when deemed appropriate by the
         parties, the Custodian shall pay out monies of the Fund in the
         following cases only:

         1)       Upon the purchase of securities, options, futures
                  contracts or options on futures contracts for the account
                  of the Fund but only (a) against the delivery of such
                  securities or evidence of title to such options, futures
                  contracts or options on futures contracts to the
                  Custodian (or any bank, banking firm or trust company
                  doing business in the United States or abroad which is
                  qualified under the 1940 Act to act as a custodian and
                  has been designated by the Custodian as its agent for
                  this purpose) registered in the name of the Fund or in
                  the name of a nominee of the Custodian referred to in
                  Section 2.3 hereof or in proper form for transfer; (b) in
                  the case of a purchase effected through a Securities
                  System, in accordance with the conditions set forth in
                  Section 2.8 hereof; (c) in the case of a purchase
                  involving the Direct Paper System, in accordance with the
                  conditions set forth in Section 2.11; (d) in the case of
                  repurchase agreements entered into between the Fund and
                  the Custodian, or another bank, or a broker-dealer which
                  is a member of NASD, (i) against delivery of the
                  securities either in certificate form or through an entry
                  crediting the Custodian's account at the Federal Reserve
                  Bank with such securities or (ii) against delivery of the
                  receipt evidencing purchase by the Fund of securities
                  owned by the Custodian along with written evidence of the
                  agreement by the Custodian to repurchase such securities
                  from the Fund or (e) for transfer to a time deposit
                  account of the Fund in any bank; such transfer may be
                  effected prior to receipt of a confirmation from a broker
                  and/or the applicable bank pursuant to Proper
                  Instructions as defined in Article 4;

         2)       In connection with conversion, exchange or surrender of
                  securities owned by the Fund as set forth in Section 2.2
                  hereof;

         3)       For the payment of any expense or liability incurred by
                  the Fund, including but not limited to the following
                  payments for the account of the Fund: interest, taxes,
                  management fees, accounting fees, transfer agent and
                  legal fees, and operating expenses of the Fund whether or
                  not such expenses are to be in whole or part capitalized
                  or treated as deferred expenses;

         4)       For the payment of any dividends declared pursuant to the
                  governing documents of the Fund;

         5)       For payment of the amount of dividends received in
                  respect of securities sold short;

         6)       For any other proper purpose, but only upon receipt of
                  Proper Instructions specifying the amount of such
                  payment, setting forth the purpose for which such payment
                  is to be made, declaring such purpose to be a proper
                  purpose, and naming the person or persons to whom such
                  payment is to be made.

2.7      Appointment of Agents. The Custodian may at any time or times in
         its discretion appoint (and may at any time remove) any other bank
         or trust company which is itself qualified under the 1940 Act to
         act as a custodian, as its agent to carry out such of the
         provisions of this Article 2 as the Custodian may from time to
         time direct; provided, however, that the appointment of any agent
         shall not relieve the Custodian of its responsibilities or
         liabilities hereunder.

2.8      Deposit of Securities in Securities Systems. The Custodian may
         deposit and/or maintain securities owned by the Fund in a
         Securities System in accordance with applicable Federal Reserve
         Board and SEC rules and regulations, if any, and subject to the
         following provisions:

         1)       The Custodian may keep securities of the Fund in a
                  Securities System provided that such securities are
                  represented in a Securities System Account which shall
                  not include any assets of the Custodian other than assets
                  held as a fiduciary, custodian or otherwise for
                  customers;

         2)       The records of the Custodian with respect to securities
                  of the Fund which are maintained in a Securities System
                  shall identify by book-entry those securities belonging
                  to the Fund;

         3)       The Custodian shall pay for securities purchased for the
                  account of the Fund upon (i) receipt of advice from the
                  Securities System that such securities have been
                  transferred to the Securities System Account, and (ii)
                  the making of an entry on the records of the Custodian to
                  reflect such payment and transfer for the account of the
                  Fund. The Custodian shall transfer securities sold for
                  the account of the Fund upon (i) receipt of advice from
                  the Securities System that payment for such securities
                  has been transferred to the Securities System Account,
                  and (ii) the making of an entry on the records of the
                  Custodian to reflect such transfer and payment for the
                  account of the Fund. Copies of all advices from the
                  Securities System of transfers of securities for the
                  account of the Fund shall identify the Fund, be
                  maintained for the Fund by the Custodian and be provided
                  to the Fund at its request. Upon request, the Custodian
                  shall furnish the Fund confirmation of each transfer to
                  or from the account of the Fund in the form of a written
                  advice or notice and shall furnish to the Fund copies of
                  daily transaction sheets reflecting each day's
                  transactions in the Securities System for the account of
                  the Fund;

         4)       The Custodian shall provide the Fund with any report
                  obtained by the Custodian on the Securities System's
                  accounting system, internal accounting control and
                  procedures for safeguarding securities deposited in the
                  Securities System;

         5)       Anything to the contrary in this Contract
                  notwithstanding, the Custodian shall be liable to the
                  Fund for any loss or damage to the Fund resulting from
                  use of the Securities System by reason of any negligence,
                  misfeasance or misconduct of the Custodian or any of its
                  agents or of any of its or their employees or from
                  failure of the Custodian or any such agent to enforce
                  effectively such rights as it may have against the
                  Securities System; at the election of the Fund, it shall
                  be entitled to be subrogated to the rights of the
                  Custodian with respect to any claim against the
                  Securities System or any other person which the Custodian
                  may have as a consequence of any such loss or damage if
                  and to the extent that the Fund has not been made whole
                  for any such loss or damage.

2.9      Fund Assets Held in the Custodian's Direct Paper System. The
         Custodian may deposit and/or maintain securities owned by the Fund
         in the Direct Paper System of the Custodian subject to the
         following provisions:

         1)       No transaction relating to securities in the Direct Paper
                  System will be effected in the absence of Proper
                  Instructions;

         2)       The Custodian may keep securities of the Fund in the
                  Direct Paper System only if such securities are
                  represented in Direct Paper System Account which shall
                  not include any assets of the Custodian other than assets
                  held as a fiduciary, custodian or otherwise for
                  customers;

         3)       The records of the Custodian with respect to securities
                  of the Fund which are maintained in the Direct Paper
                  System shall identify by book-entry those securities
                  belonging to the Fund;

         4)       The Custodian shall pay for securities purchased for the
                  account of the Fund upon the making of an entry on the
                  records of the Custodian to reflect such payment and
                  transfer of securities to the account of the Fund. The
                  Custodian shall transfer securities sold for the account
                  of the Fund upon the making of an entry on the records of
                  the Custodian to reflect such transfer and receipt of
                  payment for the account of the Fund;

         5)       The Custodian shall furnish the Fund confirmation of each
                  transfer to or from the account of the Fund, in the form
                  of a written advice or notice, of Direct Paper on the
                  next business day following such transfer and shall
                  furnish to the Fund copies of daily transaction sheets
                  reflecting each day's transaction in the Securities
                  System for the account of the Fund;

         6)       The Custodian shall provide the Fund with any report on
                  its system of internal accounting control as the Fund may
                  reasonably request from time to time.

2.10     Segregated Account. The Custodian shall upon receipt of Proper
         Instructions from the Fund establish and maintain a segregated
         account or accounts for and on behalf of the Fund, into which
         account or accounts may be transferred cash and/or securities,
         including securities maintained in an account by the Custodian
         pursuant to Section 2.8 hereof, (i) in accordance with the
         provisions of any agreement among the Fund, the Custodian and a
         broker-dealer registered under the Exchange Act and a member of
         the NASD (or any futures commission merchant registered under the
         Commodity Exchange Act), relating to compliance with the rules of
         The Options Clearing Corporation and of any registered national
         securities exchange (or the CFTC or any registered contract
         market), or of any similar organization or organizations,
         regarding escrow or other arrangements in connection with
         transactions by the Fund, (ii) for purposes of segregating cash or
         government securities in connection with options purchased, sold
         or written by the Fund or commodity futures contracts or options
         thereon purchased or sold by the Fund, (iii) for the purposes of
         compliance by the Fund with the procedures required by Investment
         Company Act Release No. 10666, or any subsequent release or
         releases of the SEC relating to the maintenance of segregated
         accounts by registered investment companies and (iv) for other
         proper purposes, but only, in the case of clause (iv), upon
         receipt of Proper Instructions from the Fund setting forth the
         purpose or purposes of such segregated account and declaring such
         purposes to be proper purposes.

2.11     Ownership Certificates for Tax Purposes. The Custodian shall
         execute ownership and other certificates and affidavits for all
         federal and state tax purposes in connection with receipt of
         income or other payments with respect to securities of the Fund
         held by it and in connection with transfers of such securities.

2.12     Proxies. The Custodian shall, with respect to the securities held
         hereunder, cause to be promptly executed by the registered holder
         of such securities, if the securities are registered otherwise
         than in the name of the Fund or a nominee of the Fund, all
         proxies, without indication of the manner in which such proxies
         are to be voted, and shall promptly deliver to the Fund such
         proxies, all proxy soliciting materials and all notices relating
         to such securities.

2.13     Communications Relating to Fund Securities. Subject to the
         provisions of Section 2.3, the Custodian shall transmit promptly
         to the Fund all written information (including, without
         limitation, pendency of calls and maturities of securities and
         expirations of rights in connection therewith and notices of
         exercise of call and put options written by the Fund and the
         maturity of futures contracts purchased or sold by the Fund)
         received by the Custodian from issuers of the securities being
         held for the Fund. With respect to tender or exchange offers, the
         Custodian shall transmit promptly to the Fund all written
         information received by the Custodian from issuers of the
         securities whose tender or exchange is sought and from the party
         (or his agents) making the tender or exchange offer. If the Fund
         desires to take action with respect to any tender offer, exchange
         offer or any other similar transaction, the Fund shall notify the
         Custodian at least three business days prior to the date on which
         the Custodian is to take such action.

2.14     Reports to Fund by Independent Public Accountants The Custodian
         shall provide the Fund, at such times as the Fund may reasonably
         require, with reports by independent public accountants on the
         accounting system, internal accounting control and procedures for
         safeguarding securities, futures contracts and options on futures
         contracts, including securities deposited and/or maintained in a
         Securities System, relating to the services provided by the
         Custodian under this Contract; such reports, shall be of
         sufficient scope and in sufficient detail, as may reasonably be
         required by the Fund, to provide reasonable assurance that any
         material inadequacies would be disclosed by such examination, and,
         if there are no such inadequacies, the reports shall so state.

3.       Payments for Sales or Repurchases or Redemptions of Shares

         The Custodian shall receive from the distributor of the Shares or
from the Fund's Transfer Agent (the "Transfer Agent") and deposit into the
account of the Fund such payments as are received for Shares thereof issued
or sold from time to time by the Fund. The Custodian will provide timely
notification to the Fund and the Transfer Agent of any receipt by it of
payments for Shares of the Fund.

         From such funds as may be available for the purpose, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire
funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of Shares,
the Custodian shall honor checks drawn on the Custodian by a holder of
Shares, which checks have been furnished by the Fund to the holder of
Shares, when presented to the Custodian in accordance with such procedures
and controls as are mutually agreed upon from time to time between the Fund
and the Custodian.

4.       Proper Instructions

         Proper Instructions as used throughout this Contract means a
writing signed or initialed by one or more person or persons as the Board
of Trustees shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction involved,
including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be confirmed in
writing. Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the
instructions are consistent with the security procedures agreed to by the
Fund and the Custodian including, but not limited to, the security
procedures selected by the Fund on the Funds Transfer Addendum to this
Contract. For purposes of this Article, Proper Instructions shall include
instructions received by the Custodian pursuant to any three-party
agreement which requires a segregated asset account in accordance with
Section 2.12.

5.       Actions Permitted without Express Authority

         The Custodian may in its discretion, without express authority
from the Fund:

         1)       make payments to itself or others for minor expenses of
                  handling securities or other similar items relating to
                  its duties under this Contract, provided that all such
                  payments shall be accounted for to the Fund;

         2)       surrender securities in temporary form for securities in
                  definitive form;

         3)       endorse for collection, in the name of the Fund, checks,
                  drafts and other negotiable instruments; and

         4)       in general, attend to all non-discretionary details in
                  connection with the sale, exchange, substitution,
                  purchase, transfer and other dealings with the securities
                  and property of the Fund except as otherwise directed by
                  the Board of Trustees.


6.       Evidence of Authority

         The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed
by it to be genuine and to have been properly executed by or on behalf of
the Fund. The Custodian may receive and accept a certified copy of a vote
of the Board of Trustees as conclusive evidence (a) of the authority of any
person to act in accordance with such vote or (b) of any determination or
of any action by the Board of Trustees pursuant to the Declaration of Trust
as described in such vote, and such vote may be considered as in full force
and effect until receipt by the Custodian of written notice to the
contrary.

7.         Duties of Custodian with Respect to the Books of Account and
           Calculation of Net Asset Value and Net Income

           The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of Trustees to
keep the books of account of the Fund and/or compute the net asset value
per share of the outstanding shares of the Fund or, if directed in writing
to do so by the Fund, shall itself keep such books of account and/or
compute such net asset value per share. If so directed, the Custodian shall
also calculate weekly the net income of the Fund as described in the Fund's
registration statement on Form N-2 under the 1940 Act as filed with the SEC
(the "Registration Statement") and shall advise the Fund and the Transfer
Agent weekly of the total amounts of such net income and, if instructed in
writing by an officer of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various
components. The calculations of the net asset value per share and the
weekly income of the Fund shall be made at the time or times described from
time to time in the Fund's currently effective Registration Statement.


8.       Records

         The Custodian shall with respect to the Fund create and maintain
all records relating to its activities and obligations under this Contract
in such manner as will meet the obligations of the Fund under the 1940 Act,
with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder. All such records shall be the property of the Fund and shall at
all times during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the SEC. The Custodian shall, at the Fund's
request, supply the Fund with a tabulation of securities owned by the Fund
and held by the Custodian and shall, when requested to do so by the Fund
and for such compensation as shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such tabulations.


9.       Opinion of Fund's Independent Accountants

         The Custodian shall take all reasonable action, as the Fund may
from time to time request, to obtain from year to year favorable opinions
from the Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Registration
Statement, and Form N-SAR or other annual reports to the SEC and with
respect to any other requirements of the SEC.


10.      Compensation of Custodian

         The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time
between the Fund and the Custodian.


11.      Responsibility of Custodian

         So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the title,
validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Contract and shall be
held harmless in acting upon any notice, request, consent, certificate or
other instrument reasonably believed by it to be genuine and to be signed
by the proper party or parties, including any futures commission merchant
acting pursuant to the terms of a three-party futures or options agreement.
The Custodian shall be held to the exercise of reasonable care in carrying
out the provisions of this Contract, but shall be kept indemnified by and
shall be without liability to the Fund for any action taken or omitted by
it in good faith without negligence. It shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.

         If the Fund requires the Custodian to take any action with respect
to securities, which action involves the payment of money or which action
may, in the opinion of the Custodian, result in the Custodian or its
nominee assigned to the Fund being liable for the payment of money or
incurring liability of some other form, the Fund, as a prerequisite to
requiring the Custodian to take such action, shall provide indemnity to the
Custodian in an amount and form satisfactory to it.

         If the Fund requires the Custodian, its affiliates, subsidiaries
or agents, to advance cash or securities for any purpose (including but not
limited to securities settlements and assumed settlement) or in the event
that the Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in connection with
the performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund shall
be security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available cash and to
dispose of the Fund's assets to the extent necessary to obtain
reimbursement.

         In no event shall the Custodian be liable for indirect, special or
consequential damages.

12.      Effective Period, Termination and Amendment

         This Contract shall become effective as of the date of its
execution, shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an instrument in
writing delivered or mailed, postage prepaid to the other party, such
termination to take effect not sooner than thirty (30) days after the date
of such delivery or mailing; provided, however, that the Fund shall not
amend or terminate this Contract in contravention of any applicable federal
or state regulations, or any provision of the Declaration of Trust, and
further provided, that the Fund may at any time by action of its Board of
Trustees (i) substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii) immediately
terminate this Contract in the event of the appointment of a conservator or
receiver for the Custodian by the Comptroller of the Currency or upon the
happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.

         Upon termination of the Contract, the Fund shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.

13.      Successor Custodian

         If a successor custodian shall be appointed by the Board of
Trustees, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities then held by it hereunder and shall transfer to an
account of the successor custodian all of the Fund's securities held in a
Securities System.

         If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the
Board of Trustees, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.

         In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of Trustees shall have
been delivered to the Custodian on or before the date when such termination
shall become effective, then the Custodian shall have the right to deliver
to a bank or trust company, which is a "bank" as defined in the 1940 Act,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and
other properties held by the Custodian and all instruments held by the
Custodian relative thereto and all other property held by it under this
Contract and to transfer to an account of such successor custodian all of
the Fund's securities held in any Securities System. Thereafter, such bank
or trust company shall be the successor of the Custodian under this
Contract.

         In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination hereof owing
to failure of the Fund to procure the certified copy of the vote referred
to or of the Board of Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services during
such period as the Custodian retains possession of such securities, funds
and other properties and the provisions of this Contract relating to the
duties and obligations of the Custodian shall remain in full force and
effect.

14.      Interpretive and Additional Provisions

         In connection with the operation of this Contract, the Custodian
and the Fund, may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Contract as may in their joint
opinion be consistent with the general tenor of this Contract. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Declaration of Trust. No interpretive
or additional provisions made as provided in the preceding sentence shall
be deemed to be an amendment of this Contract.

15.      Massachusetts Law to Apply

         This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.


16.      Prior Contracts

         This Contract supersedes and terminates, as of the date hereof,
all prior contracts between the Fund and the Custodian relating to the
custody of the Fund's assets.

17.      Reproduction of Documents

         This Contract and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The
parties hereto all/each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course
of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.

18.      Notices

         Any notice, instruction or other instrument required to be given
hereunder may be delivered in person to the offices of the parties as set
forth herein during normal business hours or delivered prepaid registered
mail or by telex, cable or facsimile to the parties at the following
addresses or such other addresses as may be notified by any party from time
to time.

                  To the Fund:    BlackRock New York Municipal Income Trust
                                  c/o BlackRock, Inc.
                                  100 Bellevue Parkway
                                  Wilmington, Delaware  19809
                                  Attention:  Jeff Wing, Vice President
                                  Telephone:  302-797-2134
                                  Facsimile:  302-797-2459

                  To the Custodian: State Street Bank and Trust Company
                                  One Heritage Drive/JPB 2S
                                  North Quincy, Massachusetts  02171
                                  Attention:  William M. Marvin,
                                              Vice President
                                  Telephone:  617-985-6829
                                  Facsimile:  617-985-5271

         Such notice, instruction or other instrument shall be deemed to
have been served in the case of a registered letter at the expiration of
five business days after posting, in the case of cable twenty-four hours
after dispatch and, in the case of telex, immediately on dispatch and if
delivered outside normal business hours it shall be deemed to have been
received at the next time after delivery when normal business hours
commence and in the case of cable, telex or facsimile on the business day
after the receipt thereof. Evidence that the notice was properly addressed,
stamped and put into the post shall be conclusive evidence of posting.

19.      Remote Access Services Addendum

         The Custodian and the Fund each agree to abide by the terms of the
Remote Access Services Addendum attached hereto.

20.      Shareholder Communications Election

         SEC Rule 14b-2 requires banks which hold securities for the
account of customers to respond to requests by issuers of securities for
the names, addresses and holdings of beneficial owners of securities of
that issuer held by the bank unless the beneficial owner has expressly
objected to disclosure of this information. In order to comply with the
rule, the Custodian needs the Fund to indicate whether it authorizes the
Custodian to provide the Fund's name, address, and share position to
requesting companies whose securities the Fund owns. If the Fund tells the
Custodian "no", the Custodian will not provide this information to
requesting companies. If the Fund tells the Custodian "yes" or does not
check either "yes" or "no" below, the Custodian is required by the rule to
treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the
Fund. For the Fund's protection, the Rule prohibits the requesting company
from using the Fund's name and address for any purpose other than corporate
communications. Please indicate below whether the Fund consents or objects
by checking one of the alternatives below.


         YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions.

         NO [X] The Custodian is not authorized to release the Fund's name,
address, and share positions.




                 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




                               SIGNATURE PAGE


         IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized representative
and its seal to be hereunder affixed as of the date first above-written.


ATTEST:                            BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST


/s/    Anne Ackerley                 By: /s/ Ralph L. Schlosstein
- -------------------------------        -------------------------------
Name:  Anne Ackerley                   Name: Ralph L. Schlosstein
       Secretary                       Title: President



ATTEST:                            STATE STREET BANK AND TRUST COMPANY



/s/ Stephanie L. Poster               By: /s/ Joseph L. Hooley
- -------------------------------         -------------------------------
Stephanie L. Poster,                  Joseph L. Hooley,
Vice President                        Executive Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>s340205.txt
<DESCRIPTION>EXHIBIT (K)(1)
<TEXT>
                                                             Exhibit (k)(1)
                                                             --------------

[EQUISERVE LOGO]





                                  FORM OF

                                 REGISTRAR,

                   TRANSFER AGENCY AND SERVICE AGREEMENT

                                  between

              THE BLACKROCK CALIFORNIA MUNICIPAL INCOME TRUST

                                    and

                       EQUISERVE TRUST COMPANY, N.A.









Innovative Leadership in Shareholder Services.


150 Royall Street
Canton, MA 02021



<TABLE>
                                             TABLE OF CONTENTS
                                             -----------------
<CAPTION>

<S>               <C>                                                                                  <C>
Article 1         Terms of Appointment; Duties of the Bank...............................................1

Article 2         Fees and Expenses......................................................................3

Article 3         Representations and Warranties of the Bank.............................................4

Article 4         Representations and Warranties of the Fund.............................................4

Article 5         Data Access and Proprietary Information................................................5

Article 6         Indemnification........................................................................6

Article 7         Standard of Care.......................................................................8

Article 8         Covenants of the Fund and the Bank.....................................................8

Article 9         Termination of Agreement..............................................................10

Article 10        Assignment............................................................................10

Article 11        Amendment.............................................................................11

Article 12        Massachusetts Law to Apply............................................................11

Article 13        Force Majeure.........................................................................11

Article 14        Consequential Damages.................................................................11

Article 15        Merger of Agreement...................................................................11
</TABLE>



                                  FORM OF
              REGISTRAR, TRANSFER AGENCY AND SERVICE AGREEMENT

         AGREEMENT made as of the 26th day of July 2001, by and between The
BlackRock California Municipal Income Trust, a Delaware business trust,
having its principal office and place of business at 100 Bellevue Avenue,
Wilmington, Delaware 19809 (the "Trust"), and EQUISERVE TRUST COMPANY,
N.A., a national banking association having its principal office and place
of business at 150 Royall Street Canton, MA 02021 (the "Bank").

         WHEREAS, the Trust desires to appoint the Bank as its registrar,
transfer agent, dividend disbursing agent and agent in connection with
certain other activities and the Bank desires to accept such appointment;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

ARTICLE 1     Terms of Appointment; Duties of the Bank

         1.01 Subject to the terms and conditions set forth in this
Agreement, the Trust hereby employs and appoints the Bank to act as, and
the Bank agrees to act as registrar, transfer agent for the Trust's
authorized and issued shares of its beneficial interest ("Shares"),
dividend disbursing agent and agent in connection with any dividend
reinvestment plan as set out in the prospectus of the Trust, corresponding
to the date of this Agreement.

         1.02 The Bank agrees that it will perform the following services:

         (a) In accordance with procedures established from time to time by
agreement between the Trust and the Bank, the Bank shall:

         (i) Issue and record the appropriate number of Shares as
authorized and hold such Shares in the appropriate Shareholder account;

         (ii) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate documentation;

         (iii) Prepare and transmit payments for dividends and
distributions declared by the Trust;

         (iv) Act as agent for Shareholders pursuant to the dividend
reinvestment and cash purchase plan as amended from time to time in
accordance with the terms of the agreement to be entered into between the
Shareholders and the Bank in substantially the form attached as Exhibit A
hereto;

         (v) Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the Bank of
indemnification satisfactory to the Bank and protecting the Bank and the
Trust, and the Bank at its option, may issue replacement certificates in
place of mutilated stock certificates upon presentation thereof and without
such indemnity.

         (b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall: (i) perform
all of the customary services of a registrar, transfer agent, dividend
disbursing agent and agent of the dividend reinvestment and cash purchase
plan as described in Article 1 consistent with those requirements in effect
as of the date of this Agreement. The detailed definition, frequency,
limitations and associated costs (if any) set out in the attached fee
schedule, include but are not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies, and mailing
Shareholder reports to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts where applicable, preparing and
filing U.S. Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by federal authorities
for all registered Shareholders.

         (c) The Bank shall provide additional services on behalf of the
Trust (i.e., escheatment services) which may be agreed upon in writing
between the Trust and the Bank.

ARTICLE 2     Fees and Expenses

         2.01 For the performance by the Bank pursuant to this Agreement,
the Trust agrees to pay the Bank an annual maintenance fee as set out in
the initial fee schedule attached hereto. Such fees and out-of-pocket
expenses and advances identified under Section 2.02 below may be changed
from time to time subject to mutual written agreement between the Trust and
the Bank.

         2.02 In addition to the fee paid under Section 2.01 above, the
Trust agrees to reimburse the Bank for out-of-pocket expenses, including
but not limited to confirmation production, postage, forms, telephone,
microfilm, microfiche, tabulating proxies, records storage, or advances
incurred by the Bank for the items set out in the fee schedule attached
hereto. In addition, any other expenses incurred by the Bank at the request
or with the consent of the Trust, will be reimbursed by the Trust.

         2.03 The Trust agrees to pay all fees and reimbursable expenses
within five days following the receipt of the respective billing notice.
Postage and the cost of materials for mailing of dividends, proxies, Trust
reports and other mailings to all Shareholder accounts shall be advanced to
the Bank by the Trust at least seven(7) days prior to the mailing date of
such materials.

ARTICLE 3     Representations and Warranties of the Bank

         The Bank represents and warrants to the Trust that:

         3.01 It is a trust company and national banking association
existing and in good standing under the laws of the United States.

         3.02 It is duly qualified to carry on its business in the
Commonwealth of Massachusetts.

         3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.

         3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.

         3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.

ARTICLE 4     Representations and Warranties of the Trust

         The Trust represents and warrants to the Bank that:

         4.01 It is a business trust duly organized and existing and in
good standing under the laws of Delaware.

         4.02 It is empowered under applicable laws and by its Agreement
and Declaration of Trust and By-Laws to enter into and perform this
Agreement.

         4.03 All corporate proceedings required by said Agreement and
Declaration of Trust and By-Laws have been taken to authorize it to enter
into and perform this Agreement.

         4.04 It is a closed-end, diversified investment company registered
under the Investment Company Act of 1940, as amended.

         4.05 To the extent required by federal securities laws a
registration statement under the Securities Act of 1933, as amended is
currently effective and appropriate state securities law filings have been
made with respect to all Shares of the Trust being offered for sale;
information to the contrary will result in immediate notification to the
Bank.

         4.06 It shall make all required filings under federal and state
securities laws.

ARTICLE 5     Data Access and Proprietary Information

         5.01 The Trust acknowledges that the data bases, computer
programs, screen formats, report formats, interactive design techniques,
and other information furnished to the Trust by the Bank are provided
solely in connection with the services rendered under this Agreement and
constitute copyrighted trade secrets or proprietary information of
substantial value to the Bank. Such databases, programs, formats, designs,
techniques and other information are collectively referred to below as
"Proprietary Information." The Trust agrees that it shall treat all
Proprietary Information as proprietary to the Bank and further agrees that
it shall not divulge any Proprietary Information to any person or
organization except as expressly permitted hereunder. The Trust agrees for
itself and its employees and agents:

         (a) to use such programs and databases (i) solely on the Trust
computers, or (ii) solely from equipment at the locations agreed to between
the Trust and the Bank and (iii) in accordance with the Bank's applicable
user documentation;

         (b) to refrain from copying or duplicating in any way (other than
in the normal course of performing processing on the Trusts' computers) any
part of any Proprietary Information;

         (c) to refrain from obtaining unauthorized access to any programs,
data or other information not owned by the Trust, and if such access is
accidentally obtained, to respect and safeguard the same Proprietary
Information;

         (d) to refrain from causing or allowing information transmitted
from the Bank's computer to the Trusts' terminal to be retransmitted to any
other computer terminal or other device except as expressly permitted by
the Bank (such permission not to be unreasonably withheld);

         (e) that the Trust shall have access only to those authorized
transactions as agreed to between the Trust and the Bank; and

         (f) to honor reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in Proprietary
Information at common law and under applicable statues.

         5.02 If the transactions available to the Trust include the
ability to originate electronic instructions to the Bank in order to (i)
effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the Bank
shall be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security procedures
established by the Bank from time to time.

ARTICLE 6     Indemnification

         6.01 The Bank shall not be responsible for, and the Trust shall
indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to:

         (a) All actions of the Bank or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions
are taken in good faith and without negligence or willful misconduct.

         (b) The Trust's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty
of the Trust hereunder.

         (c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed by the Trust or any other person or firm
on behalf of the Trust including but not limited to any previous transfer
agent registrar. (

         (d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests of the Trust.

         (e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in
such state.

         6.02 At any time the Bank may apply to any officer of the Trust
for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the Bank
under this Agreement, and the Bank and its agents or subcontractors shall
not be liable and shall be indemnified by the Trust for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of
such counsel. The Bank, its agents and subcontractors shall be protected
and indemnified in acting upon any paper or document furnished by or on
behalf of the Trust, reasonably believed to be genuine and to have been
signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Bank or its agents or
subcontractors by telephone, in person, machine readable input, telex, CRT
data entry or other similar means authorized by the Trust, and shall not be
held to have notice of any change of authority of any person, until receipt
of written notice thereof from the Trust. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Trust, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.

         6.03 In order that the indemnification provisions contained in
this Article 6 shall apply, upon the assertion of a claim for which the
Trust may be required to indemnify the Bank, the Bank shall promptly notify
the Trust in writing of such assertion, and shall keep the Trust advised
with respect to all developments concerning such claim. The Trust shall
have the option to participate with the Bank in the defense of such claim
or to defend against said claim in its own name or in the name of the Bank.
The Bank shall in no case confess any claim or make any compromise in any
case in which the Trust may be required to indemnify the Bank except with
the Trust's prior written consent.

ARTICLE 7     Standard of Care

         7.01 The Bank shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct of that of its
employees.

ARTICLE 8     Covenants of the Trust and the Bank

         8.01 The Trust shall promptly furnish to the Bank the following:

         (a) A certified copy of the resolution of the Board of Trustees of
the Trust authorizing the appointment of the Bank and the execution and
delivery of this Agreement.

         (b) A copy of the Agreement and Declaration of Trust and By-Laws
of the Trust and all amendments thereto.

         8.02 The Bank hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Trust for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.

         8.03 The Bank shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the services to be performed
by the Bank hereunder are the property of the Trust and will be preserved,
maintained and made available in accordance with such Section and Rules,
and will be surrendered promptly to the Trust on and in accordance with its
request.

         8.04 The Bank and the Trust agree that all books, records,
information and data pertaining to the business of the other party which
are exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be requested by a governmental
entity or as may be required by law.

         8.05 In cases of any requests or demands for the inspection of the
Shareholder records of the Trust, the Bank will endeavor to notify the
Trust and to secure instructions from an authorized officer of the Trust as
to such inspection. The Bank reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder
records to such person.

ARTICLE 9     Termination of Agreement

         9.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days' written notice to the other.

         9.02 Should the Trust exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material
will be borne by the Trust. In the event that in connection with
termination of this Agreement, a successor to any of the Bank's duties or
responsibilities under this Agreement is designated by the Trust by written
notice to the Bank, the Bank shall, promptly upon such termination and at
the expense of the Trust, transfer all records and shall cooperate in the
transfer of such duties and responsibilities. Additionally, the Bank
reserves the right to charge for any other reasonable expenses associated
with such termination and/or a charge equivalent to the average of three
(3) month's fees.

ARTICLE 10    Assignment

         10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.

         10.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.

         10.03 The Bank may, without further consent on the part of the
Trust, subcontract for the performance hereof with (i) EquiServe Limited
Partnership, a Delaware limited partnership ("EquiServe"), which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934 ("Section 17A(c)(2)"), or (ii) an EquiServe
affiliate duly registered as a transfer agent pursuant to Section
17A(c)(2), provided, however, that the Bank shall be as fully responsible
to the Trust for the acts and omissions of any subcontractor as it is for
its own acts and omissions.

ARTICLE 11    Amendment

         11.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a
resolution of the Board of Trustees of the Trust.

ARTICLE 12    Massachusetts Law to Apply

         12.01 This Agreement shall be construed and the provisions thereof
interpreted in accordance with the laws of The Commonwealth of
Massachusetts.

ARTICLE 13    Force Majeure

         13.01 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party shall
not be liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.

ARTICLE 14    Consequential Damages

         14.01 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to act
hereunder.

ARTICLE 15    Merger of Agreement

         15.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.



                          THE BLACKROCK CALIFORNIA
                          MUNICIPAL INCOME TRUST



                          By:/s/ Ralph L. Schlosstein
                             -----------------------------
                          Name:  Ralph L. Schlosstein
                          Title: President



                          EQUISERVE TRUST COMPANY, N.A.


                          By: /s/ Margaret Prentice
                             -----------------------------
                          Name:  Margaret Prentice
                          Title: Managing Director




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>9
<FILENAME>s347842.txt
<DESCRIPTION>EXHIBIT (P)
<TEXT>
                                                                Exhibit (p)
                                                                -----------


                            SUBSCRIPTION AGREEMENT

                  THIS SUBSCRIPTION AGREEMENT is entered into as of the 16th
day of July, 2001, between BlackRock California Municipal Income Trust, a busi
ness trust organized and existing under the laws of Delaware (the "Trust"),
and BlackRock Advisors, Inc. or one of its affiliates (the "Purchaser").

                  THE PARTIES HEREBY AGREE AS FOLLOWS:

                  1.       PURCHASE AND SALE OF THE SHARES

                  1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and
conditions of this Agreement, the Trust agrees to sell to the Purchaser, and
the Purchaser agrees to purchase from the Trust 8,028 common shares of
beneficial interest, par value $0.001, representing undivided beneficial
interests in the Trust (the "Shares") at a price per Share of $14.325 for an
aggregate purchase price of $115,001.

                  2.       REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE PURCHASER. The Purchaser hereby represents and warrants to, and
covenants for the benefit of, the Trust that:

                  2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is
made by the Trust with the Purchaser in reliance upon the Purchaser's
representation to the Trust, which by the Purchaser's execution of this
Agreement the Purchaser hereby confirms, that the Shares are being acquired
for investment for the Purchaser's own account, and not as a nominee or agent
and not with a view to the resale or distribution by the Purchaser of any of
the Shares, and that the Purchaser has no present intention of selling,
granting any participation in, or otherwise distributing the Shares, in either
case in violation of any securities registration requirement under applicable
law, but subject nevertheless, to any requirement of law that the disposition
of its property shall at all times by within its control. By execut ing this
Agreement, the Purchaser further represents that the Purchaser does not have
any contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person or to any third person, with
respect to any of the Shares.

                  2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that
it can bear the economic risk of the investment for an indefinite period of
time and has such knowledge and experience in financial and business matters
(and particularly in the business in which the Trust operates) as to be
capable of evaluat ing the merits and risks of the investment in the Shares.
The Purchaser is an "accred ited investor" as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933 (the "1933 Act").

                  2.3 RESTRICTED SECURITIES. The Purchaser understands that
the Shares are characterized as "restricted securities" under the United
States securi ties laws inasmuch as they are being acquired from the Trust in
a transaction not involving a public offering and that under such laws and
applicable regulations such Shares may be resold without registration under
the 1933 Act only in certain circum stances. In this connection, the Purchaser
represents that it understands the resale limitations imposed by the 1933 Act
and is generally familiar with the existing resale limitations imposed by Rule
144.

                  2.4 FURTHER LIMITATIONS ON DISPOSITION. The Pur chaser
further agrees not to make any disposition directly or indirectly of all or
any portion of the Shares unless and until:

                  (a) There is then in effect a registration statement under
the 1933 Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or

                  (b) The Purchaser shall have furnished the Trust with an
opinion of counsel, reasonably satisfactory to the Trust, that such
disposition will not require registration of such Shares under the 1933 Act.

                  (c) Notwithstanding the provisions of subsections (a) and
(b) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by the Purchaser to any affiliate of the Purchaser,
if the transferee agrees in writing to be subject to the terms hereof to the
same extent as if it were the original Purchaser hereunder.

                  2.5 LEGENDS. It is understood that the certificate
evidencing the Shares may bear either or both of the following legends:

                  (a) "These securities have not been registered under the
Securities Act of 1933. They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with respect
to the Shares under such Act or an opinion of counsel reasonably satisfactory
to the Trustees of BlackRock California Municipal Income Trust that such
registration is not required."

                  (b) Any legend required by the laws of any other applicable
jurisdiction.

                  The Purchaser and the Trust agree that the legend contained
in the paragraph (a) above shall be removed at a holder's request when they
are no longer necessary to ensure compliance with federal securities laws.

                  2.6 COUNTERPARTS. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                               BLACKROCK CALIFORNIA
                                  MUNICIPAL INCOME TRUST



                               By:   /s/ Ralph L. Schlosstein
                                  ---------------------------
                                  Name: Ralph L. Schlosstein
                                  Title: President, Chief Executive Officer
                                         and Chief Financial Officer




                               BLACKROCK ADVISORS, INC.



                               By:  /s/ Ralph L. Schlosstein
                                  ---------------------------
                                  Name: Ralph L. Schlosstein
                                  Title: President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>10
<FILENAME>pnca.txt
<DESCRIPTION>EXHIBIT (R)(3)
<TEXT>
                                                             Exhibit (r)(3)


J. J. B. Hilliard, W. L. Lyons Inc.
is an affiliate of BlackRock.
It has adopted PNC Bank Corp.'s Code
of Ethics


PNC Code of Ethics

Introduction

The PNC Bank Code of Ethics ("Code") conveys key information to assist you
in discharging your responsibilities on behalf of PNC Bank Corp. and its
subsidiaries ("PNC Bank" or "PNC") in an ethical and legally proper manner.

The PNC Code of Ethics (formerly known as the Guidelines for Corporate
Conduct at PNC Bank) is based on the principles that PNC Bank believes in:

o        We conduct business with the highest ethical standards;

o        We obey the law;

o        We follow the policies and procedures of PNC Bank;

o        We maintain confidentiality;

o        We have a work environment that is fair and bias-free; and

o        We are honest and trustworthy.

The Code applies to all employees and directors as well as to agents when
acting on behalf of PNC. Certain provisions of the Code also apply to
others (such as family members).

Supervisors and managers should help their staff understand and apply the
above principles and comply with the standards in the Code.

The conduct of each of us reflects on our organization and affects how we
are perceived. Whether inside or outside of work, your personal conduct
should be an asset to PNC Bank.

Use your good judgment, follow the standards set forth in the Code, and
report your concerns as provided in the Code. By doing so, we can ensure
that PNC Bank continues to stand for honesty, integrity and fairness.

Responsibilities and Standards of Conduct

1.00     RESPONSIBILITIES

As part of your responsibilities, you must:

o        understand and comply with the Code, other PNC policies and
         procedures, and applicable laws and regulations;

o        provide the required notifications and obtain the necessary
         approvals in accordance with the
         Code; and

o        report any possible violations of the Code of which you are aware.

You are not permitted to act in a way that violates the Code. Lines of
business or departments may have supplemental policies or procedures with
which employees also must comply.



1.01     Administration

The PNC Code of Ethics is administered by PNC's Director of Compliance or a
designee (referred to in the Code as "Director of Compliance"). A PNC Code
of Ethics Policy Committee ("Ethics Policy Committee") has been established
to determine policy issues relating to the Code, oversee resolution of
major ethical issues, and receive and review reports relating to the Code's
administration.


1.02     Notifications/Approvals

You should become familiar with the following situations in the Code that
require you to provide notification or obtain prior approval:


Situation                                               Code
                                                        Section
  Insider Trading                                       2.02
  Corporate Property                                    2.04
  Inventions                                            2.04
  Conflicts of Interest                                 2.05
  Gifts and Entertainment                               2.05.1
  Gifts to Public Officials                             2.05.2
  Inheritances; Fiduciary Compensation
      and Fees for Personal Services                    2.05.7
  Outside Activities                                    2.05.9
  Other Employment                                      2.05.9a
  Officer or Directorships                              2.05.9b/
                                                        Exhibit 7
  Public Office                                         2.05.10
  Expert Witnesses                                      2.05.11
  Antitrust                                             2.07
  Fair Competition                                      2.08
  Political Contributions                               2.10



You can provide notification or obtain approval either (i) by contacting
the Director of Compliance or (ii) through submission of the Code of Ethics
Notification/Approval Form ("Notification/Approval Form")to your supervisor
and market Human Resources ("HR") representative, as designated in the
Code. A sample of the Notification/Approval Form is attached as Exhibit 1;
the form is available from your Human Resources Department. If employees
have any questions regarding how to provide notification or obtain
approval, they should contact their market HR representative. Directors and
agents should contact the Director of Compliance regarding notifications or
approvals, questions or any other matters under the Code.

1.03     Reporting Procedures

Reports of any possible violations of the Code, including dishonest or
fraudulent acts, or questions or concerns regarding matters covered by the
Code, should be made immediately to any of the following people:

o        your supervisor;

o        your market HR representative;

o        the Security Services representative;

o        the Director of Compliance; or

o        the General Counsel.

You have been provided with several alternative people to whom you can
report a possible violation so that you can choose a person with whom you
feel comfortable. You may make an anonymous report if you wish.

Note: Any supervisor who receives a report of a possible violation should
refer it immediately to the market HR representative, the Security Services
representative, the Director of Compliance, or the General Counsel.

When you report a possible violation, you will be protected from any
employment discrimination, retaliation, or retribution for good faith
reporting.


1.04     Key Contacts

Market HR representatives, the Security Services representative, the
Director of Compliance, the General Counsel and others referenced in the
Code are Key Contacts to assist you on Code matters for PNC Bank. Their
telephone numbers can be found in the Key Contacts and Reference Guide
attached as an Addendum to the Code or on the PNC intranet.


1.05     Exceptions/Questions

Exceptions to the Code and certain approvals will need to be made by the
Ethics Policy Committee. If you would like to ask for an exception or have
a question about any part of the Code, you should first discuss it with
your supervisor and your market HR representative who will process your
request, or you may contact the Director of Compliance. The Director of
Compliance, as appropriate, will present requests for exceptions or
approvals to the Ethics Policy Committee.


1.06     Enforcement

If an employee violates the Code, PNC policies and procedures or any
applicable laws or regulations, the employee may be subject to disciplinary
action, which may include termination of employment. Violation of laws
could also result in legal proceedings and penalties, including, in some
circumstances, criminal penalties.

You are required to cooperate fully with investigations, audits, monitoring
procedures, and other inquiries regarding Code matters, including requests
to provide documentation. Refusal to comply may result in disciplinary
action, which may include termination of employment.


1.07    Written   Acknowledgement

When you are hired, and at certain times during your employment, you will
be required to sign a written acknowledgment certifying that you have
received, have read, understand, and will comply with the Code. Refusal to
complete the acknowledgment may result in disciplinary action, which may
include termination of employment.


2.00     STANDARDS OF CONDUCT

The following are standards of conduct for some specific issues that may
arise in our business. We may amend or change these standards from time to
time.


2.01     Confidentiality

Fundamental Principle
Confidentiality is a fundamental principle in PNC Bank's business. You may
deal with confidential, non-public information concerning PNC Bank, its
clients, shareholders, employees and suppliers. You must protect all
confidential information from unauthorized disclosure.

Definitions
The term "confidential information" includes, but is not limited to:

o        PNC's business information, records, activities and plans;

o        The identity, business information, records, activities and plans
         of clients and prospective clients;

o        the identity of, or information relating to, merger and
         acquisition candidates;

o        PNC's sources of supply, sales methods and sales proposals;

o        PNC's computer programs, system documentation, special hardware,
         product hardware, software and technology developments;

o        manuals, formulae, processes, methods, machines, compositions,
         ideas, improvements, inventions, or other confidential or
         proprietary information belonging to PNC or related to PNC's
         affairs;

o        security information such as passwords, personal identification
         numbers (PIN's), and electronic keys;

o        reports written to and by regulatory agencies; and

o        any additional confidential information described in PNC's Insider
         Trading Policy (attached as Exhibit 2).

Your Responsibilities
Your responsibilities with regard to confidential information are:

o        You must not disclose confidential information to any person
         within PNC, unless that person has a need to know such information
         in connection with his or her employment responsibilities.

o        You must not disclose confidential information to anyone outside
         of PNC, unless:

         o    such person is employed by an outside firm (i.e., a law,
              accounting or other firm) retained by PNC and that person
              needs to know the information in connection with the service
              to be provided by the firm to PNC;

         o    pursuant to proper legal process or regulation. (PNC's Legal
              Department has written guidelines for handling legal process.
              If you receive a request for confidential information, or
              subpoena or other legal process, you must immediately inform
              your supervisor who will contact the Legal Department.); or

         o    the individual or organization to which the information
              relates gives written consent, and release of the information
              is approved by the Legal Department.

o        You must never use confidential information for personal financial
         gain or to compete with PNC.

o        You must keep in a secure way all files, records, or inquiries
         regarding clients and employees, and other records that contain
         confidential information.

o        You must keep all identification and access codes, security
         equipment, security programs, and security procedures
         confidential.

o        You must avoid discussing confidential information in public
         places (for example, elevators, restaurants or at social events).

o        You must avoid discussing confidential information on cellular or
         car phones.

o        You must be sensitive to whether information is confidential when
         using E-mail, or facsimile machines.

o        You must not disclose confidential information, whether it is in
         written form or in your memory, even after you leave your
         employment or position with PNC.

         In addition, you must comply with all other PNC policies and
         procedures relating to confidentiality, including those that have
         been adopted for your line of business or department. All
         employees should also become familiar with and follow the
         standards relating to confidentiality of information set forth in
         the Information Security Policy Manual, available on the PNC
         Intranet and from Information Security.


2.02     Insider Trading

         PNC has adopted an Insider Trading Policy which is attached as
         Exhibit 2 to this Code. You should become familiar with the
         requirements of the Policy and must comply with its rules and
         standards.


2.03     Clients' Property

         Fundamental Principle
         You must maintain the highest standards of honesty and integrity
         in handling clients' money and other property. You are not
         permitted to make unauthorized use of any client's money or
         property.


2.04     Corporate Property

         Fundamental Principle
         Corporate property may be used and removed from PNC premises only
         for business purposes, unless approved by your supervisor, or in
         accordance with policies adopted by the Board of Directors of PNC
         or a committee of the Board.

              Corporate property includes, but is not limited to:

              information;

              files;

              products;

              office supplies and furnishings;

              services;

              automobiles;

              technologies;

              concepts;

              client lists;

              policies and procedures manuals;

              computer and other equipment, such as facsimile machines;

              computer data bases, programs and software;

              data processing systems;

              voice mail;

              E-Mail; and

              any other electronic messaging systems or information about
              PNC's business.


         Inspections
         Corporate property and personal possessions that you may bring
         onto PNC premises are subject to inspection.

         Inventions
         If you invent something, make a discovery, improve something or
         write something during your employment which is related to PNC's
         business or activities, you are required to:

o        disclose your work to your supervisor;

o        assign any rights to the work to PNC, if appropriate; and

o        assist PNC, either during or after your employment, in getting the
         use and benefits of the work, including anything necessary for PNC
         to get a patent or copyright or obtain other protection for the
         work.


2.05     Conflicts of Interest

Fundamental Principle

You owe PNC Bank and its clients undivided loyalty. You should not have an
interest that conflicts with, or may reasonably appear to conflict with PNC
Bank or its clients, unless approved as set forth in this Code.

Definition
A conflict of interest exists when:

o        you engage in a personal activity or have a personal interest that
         may influence your decisions when acting for PNC or that may be at
         odds with PNC's interests; or

o        you use your position with PNC or use PNC's confidential
         information to benefit yourself rather than PNC.

A conflict of interest may be based on your financial, business, family or
other personal relationships with clients, suppliers, competitors or
others, or on some other factor.

Appearance Of Conflict
The appearance of a conflict can be as damaging as an actual conflict and
can erode trust and confidence in PNC. When faced with a situation
involving a potential conflict of interest, you should ask yourself whether
public disclosure of the matter would embarrass PNC or lead an outside
observer to believe a conflict exists.

Disclosure Requirements
You must disclose in writing to your supervisor and your market HR
representative all known or potential conflicts of interest by submitting a
Notification/Approval Form. The Director of Compliance should be contacted
on how to handle a situation, if necessary.

Illustrations
Some illustrations of areas where potential conflicts of interests could
occur and PNC's policies are:


2.05.1   Gifts and Entertainment

Fundamental Principle

You may not ask for or accept a gift or anything of value from anyone
(before or after a transaction is discussed or concluded or a business
decision is made) if you intend to be influenced or rewarded, or you
believe the giver intends to exert influence, in connection with any
business decision or transaction involving PNC. Where this is not the case,
under certain circumstances, you may accept gifts or something of value
from someone doing or seeking to do business with PNC. Examples of such
circumstances are:

Permissible Gifts

o        accepting a gift that is based on obvious family or personal
         relationships (such as between you and your parents, children,
         spouse or close friend) and it is clear that the gift is being
         accepted because of the relationship rather than any PNC business;

o        letting someone else occasionally pay for meals, refreshments,
         travel arrangements, accommodations, or entertainment to discuss
         business or foster business relationships if the expense is of
         reasonable value. In general, such items are of "reasonable value"
         if they involve a level of expense that customarily would be
         reimbursed by PNC as a reasonable business expense if not paid for
         by the other party;

o        accepting loans from other banks or financial institutions on
         normal terms to finance usual activities, such as home mortgage
         loans, except where prohibited by law;

o        occasionally accepting advertising or promotional material having
         a value not in excess of $100, such as pens, pencils, note pads,
         key chains, calendars and similar items;

o        accepting discounts or rebates on merchandise or services that is
         not more than those available to other clients;

o        accepting gifts having a value not in excess of $100 that are
         related to commonly recognized events or occasions, such as a
         promotion, new job, wedding, retirement, holiday, birthday, or bar
         or bat mitzvah; and

o        accepting civic, charitable, educational or religious
         organizational awards for recognition of service and
         accomplishment.

Disclosure Requirements

You must make every effort to refuse or return a gift or something of value
that goes beyond those permissible circumstances listed above. In the
following circumstances, you must promptly notify your supervisor and
market HR representative, or the Director of Compliance, to discuss how to
handle the situation:

o        if you are offered a gift or something of value that goes beyond
         those permissible circumstances above and you cannot refuse or
         return it; or

o        you have any doubts about whether it is permissible to accept a
         gift or something of value.

Only the Ethics Policy Committee can give approval to accept a gift or
something of value outside of the permissible circumstances listed above.

You can provide notification or obtain approval by submitting the
Notification/ Approval Form to your supervisor and market HR
representative, or you may contact the Director of Compliance.

Giving Gifts
The above standards for accepting gifts also apply to giving gifts, except
that giving gifts to public officials is addressed separately in the next
section.


2.05.2   Gifts to Public Officials

Monetary Gifts Prohibited

You may not give a gift of money to a public official, except for
legitimate personal campaign contributions to candidates for public office.
(Certain employees must obtain prior written approval before making
political contributions. See Section 2.10)

Gifts Of Value To Influence Particular Acts Prohibited
You may not give anything of value (including, for example, gifts, meals,
recreation, entertainment, flowers, transportation, lodging or sporting
event tickets, which will be referred to in this section as "gifts") to a
public official for the purpose of influencing a particular act by the
official or his or her agency.

Limitations On Other Types Of Gifts
Limitations on giving items of value are discussed below with respect to
different types of public officials with whom PNC employees are likely to
have contact. These limitations, which should be interpreted as applying
also to the spouse or family members of the public official, do not apply
to gifts based on obvious family or close personal relationships.

Limitations for Different Types of Public Officials

o        Federal Officials -- Gifts of over $20 in value may not be offered
         to officials in the executive branch of the federal government
         ("executive branch official"). For example, the value of an
         executive branch official's meal paid for by PNC may not be
         greater than $20. If all of the gifts to an executive branch
         official are added together in any calendar year, they may not be
         greater than $50. Any gift to an executive branch official must
         receive advance written approval from the Director of Compliance
         so that the $50 limit can be monitored. Advance approval of each
         gift, regardless of amount, is important because gifts given by
         all PNC officers to one executive branch official will be
         aggregated.

        Members of Congress and Congressional staff are subject to
        restrictions on gifts they may accept. Any gift to a member of
        Congress or to Congressional staff members must receive advance
        written approval from the Director of Compliance.

o        Pennsylvania State Officials -- Gifts of more than nominal value
         may not be offered to officials in the executive branch of
         Pennsylvania government. Although nominal value does not have a
         specific dollar limit, you should be guided by the principles set
         forth in Section 2.05.1 above concerning PNC employees' receipt of
         gifts. Any gift to a Pennsylvania State official must receive
         advance written approval from the Director of Compliance so that
         reporting requirements imposed by the Lobbying Disclosure Act may
         be satisfied.

o        Pennsylvania County Officials -- In counties in which PNC
         employees are likely to have significant activity, the rules for
         Pennsylvania state officials apply, except as follows. In Erie
         County, all gifts -- even of nominal value -- are prohibited. In
         Philadelphia County, the aggregate value of gifts may not exceed
         $100 annually. However, in Philadelphia County, gifts of food and
         beverage consumed at an event or meeting at which the official is
         attending are not restricted as to dollar amount and do not count
         against the aggregate annual limit.

o        Kentucky State and Jefferson County Officials -- Gifts, even of
         nominal value, may not be given to Kentucky state officials. Gifts
         to Jefferson County officials are prohibited if they are based on
         an understanding that they are given for the purpose of
         influencing the officer, directly or indirectly, in the discharge
         of his/her official duties.

o        Ohio State and County Officials -- Gifts of more than $20 in value
         may not be offered to Ohio state or county officials. Gifts of $20
         or less in value (for example, business lunches) may not be
         offered on a regular basis.

o        Delaware State and New Castle County Officials -- Gifts of more
         than nominal value may not be offered to officials in the
         executive branch of Delaware government. Although nominal value
         does not have a specific dollar limit, you should be guided by the
         principles set forth in Section 2.05.1 above concerning PNC
         employees' receipt of gifts.

o        Massachusetts State and County Officials -- Gifts of $50 or more
         may not be offered to Massachusetts state, county or municipal
         officials. Gifts of less than $50 in value (for example, business
         lunches) may not be offered on a regular basis or in a pattern.

o        New Jersey State Officials -- Gifts, even of nominal value, may
         not be given to officials in the executive branch of New Jersey
         government.

o        Indiana State Officials -- Gifts of more than $25 in value may not
         be offered to officials in the executive branch of Indiana
         government; in certain cases, the official may be required to
         obtain written approval from a designated state official before
         accepting the gift.

In preparing this section, the laws and regulations of only the states and
counties which are referred to above were reviewed. Check with the Director
of Compliance before offering gifts to other public officials.

The restrictions discussed above apply to gifts given to public officials
directly or indirectly (for example, through another person).

Questions
If you have doubts about whether a gift to a public official is allowed
under the Code, you should either not give the gift or you should contact
the Director of Compliance for an interpretation or to obtain approval from
the Ethics Policy Committee.


2.05.3   Borrowing from Clients or Suppliers/Lending

Fundamental Principle
Employees cannot accept a loan from clients, suppliers or any other
business contact of PNC unless the client, supplier or business contact is
an immediate family member, or:

o        the loan is given by those who lend money in the usual course of
         their business; and

o        then only in accordance with the law and on terms offered to
         others who have similar credit standing, without special
         arrangements on interest rates, security, repayment terms and
         other conditions.

Additional Restrictions
Employees must not lend personal funds to, or cosign, endorse, or
guarantee, or otherwise assume responsibility for the borrowing of any
client, supplier or any other business contact of PNC unless the client,
supplier or business contact is an immediate family member.


2.05.4   Self-Dealing

Self-dealing means using your employment or position for personal gain.
Whether you are acting individually, through a business, or in a fiduciary
capacity (a position of trust for another person), you are prohibited from
self-dealing.

Prohibitions

o        You may not accept from someone either doing business or trying to
         do business with PNC a business opportunity that is not available
         to other people on similar terms, or that is made available to you
         because of your position with PNC.

o        You may not take for yourself a business opportunity that belongs
         to PNC Bank. An opportunity belongs to PNC when the company has
         pursued the opportunity, it has been offered to PNC, it is the
         kind of business PNC competes in, PNC has funded it, or PNC has
         devoted time, facilities, personnel, or other corporate resources
         to develop it.


2.05.5   Sales/Purchases of Property Services to/from Employees

You may not purchase property or services from PNC other than products or
services offered:

o        to the general public; and

o        on terms that are available to all employees or similarly situated
         clients.

Further, you may not sell any property or services to PNC.


2.05.6   Dealing with Suppliers

Merit Based Awards
Awards of orders, contracts and commitments for goods and services should
always be made in the best interests of PNC. In your dealings with
suppliers, you may not request or accept any kick-backs or other
inducements.


2.05.7   Inheritances; Fiduciary Compensation and Fees for Personal Services

Fundamental Principle
Neither you nor any member of your immediate family may accept any
inheritance from any PNC client or the immediate family of any PNC client,
unless the person giving you the inheritance is your relative or a relative
of someone in your immediate family (through blood, marriage or adoption).

Application of Rule
This rule applies only if the relationship between the client and you or
your immediate family was established through your employment or position
with PNC.

Prohibited Appointments
Also, neither you nor any member of your immediate family may accept
appointment as:

o        executor;

o        administrator;

o        personal representative;

o        attorney-in-fact;

o        guardian;

o        custodian under any Uniform Transfer or Gifts to Minors Act; or

o        Trustee

for any PNC client or the immediate family of any PNC client if the
relationship between that person and you or your immediate family was
established through your employment or position with PNC and you are to be
compensated for the appointment through payment of fees or otherwise.

If the appointment is to be uncompensated, you must receive prior approval
from the Ethics Policy Committee. You should contact the Director of
Compliance to obtain approval.

Client Relations
If you have advance knowledge of any inheritance or appointment that may
violate this rule, you must try to discourage the client from making the
gift or appointment. You must also notify the Director of Compliance.


2.05.8   Use of Position or Authority

Fundamental Principles
You may not act on behalf of PNC in any transaction involving a member of
your immediate family or in any situation where you or a member of your
immediate family has a personal or financial interest. You also may not act
on behalf of PNC in connection with an organization with which you or a
member of your immediate family is associated or has a personal or
financial interest.

Note: This section does not apply to your actions related to publicly held
PNC subsidiaries in which you own stock where your acquisition of the stock
was approved by the Ethics Policy Committee or PNC's Board of Directors and
you comply with the Stock Ownership Policy adopted by the Ethics Policy
Committee which is attached to this policy as exhibit #6.


2.05.9   Outside Activities

Limits on Outside Activities
PNC encourages employees to participate in charitable or community
activities outside of the company. These activities must not interfere with
your ability to meet your employment responsibilities nor cause harm to
PNC's reputation in the community or business interests.

Some typical examples of outside activities are described below:

A.       Other Employment

         Restrictions on Outside Employment/Positions
         You may not have any outside employment with a competitor or hold
         a position with a competitor while an employee of PNC. Nor may you
         be self-employed in competition with PNC.

         In addition, you may not engage in any outside employment
         (including self-employment) or hold any position which PNC
         determines may interfere with your PNC employment
         responsibilities. PNC may also determine that you are legally
         prohibited from or restricted in such outside employment while an
         employee of PNC, such as in the securities industry. You should be
         aware of your department's supplemental policies and procedures in
         this regard, if any.

         Notification/Approval
         All outside employment (including self-employment) for PNC
         employees must be approved in advance and in writing by submitting
         the Notification/Approval form to your supervisor and your market
         HR representative.

         In some instances where approval to engage in outside employment
         has been given, it may be necessary to revisit the issue. In
         particular, where PNC determines that the outside activity is
         interfering with your PNC responsibilities, or where PNC
         determines that the outside activity or position is in competition
         with PNC, authorization to continue such outside employment or in
         such position may be withdrawn.

B.       Officer or Directorships
         Importance to PNC
         PNC has adopted a Policy for Employees Holding Director and
         Officer Positions in Outside Profit and Non-Profit Organizations
         which is attached as Exhibit #7 to the Code. You must become
         familiar and comply with this Policy.


2.05.10  Public Office

Guidelines
PNC has adopted a Public Office Policy which is attached as Exhibit #8 to
this Code. You must become familiar and comply with this Policy.

Except for lobbyists and other officers authorized to act on behalf of PNC,
employees participating in political activities do so as individuals and
not at the request of or as representatives of PNC.


2.05.11  Expert Witnesses

Handling Request To Serve
You may be asked to serve as an expert witness or to provide technical
assistance in litigation or other proceedings not involving PNC. These
activities generally take a lot of time and may be in conflict with PNC's
policies and practices or with positions PNC has taken in other lawsuits.
For these reasons, if you are asked to serve as an expert witness or
provide technical assistance for a party other than PNC, you must receive
advance written approval. You should submit the Notification/Approval Form
to your supervisor and market HR representative to request such approval.


2.05.12  Insider Lending

Regulatory Requirements
No PNC bank, under the requirements of Regulation O, may extend credit on
preferential terms to:

o        any of PNC's directors or executive officers; or

o        any related interest of these individuals.

Reviewing Regulation O Policy
PNC has adopted a Regulation O Policy to implement the provisions of the
regulation in all PNC markets. You should contact your Compliance
Department representative to obtain a copy of the policy if applicable to
your line of business or department.


2.05.13  Interest on Deposits of Directors, Officers, Attorneys and Employees

Fundamental Principle
PNC Banks are not permitted to pay any of their directors, officers,
attorneys or employees a greater rate of interest on their deposits than
that paid to other depositors on similar deposits with such bank.


2.05.14  Sales/Purchases of Property and Services to/from Non-Officer Directors

Unless pre-approved by a majority of disinterested members of the Board of
Directors of PNC Bank Corp. or the appropriate subsidiary PNC Bank, non-
officer directors and their firms may not:

o        purchase property or services from PNC unless such property or
         services are offered in the regular course of PNC's business, and
         on terms not more favorable to the director or his or her firm
         than those offered to other similarly situated clients who are not
         directors; or

o        sell any property or services to PNC other than property or
         services that are sold in the regular course of the director's (or
         firm's) business and are sold upon terms not less favorable to PNC
         than those offered to similarly situated clients of the director
         (or firm).


2.06     Discrimination,  Bias and Harassment


2.06.1   Equal Employment Opportunity Policy

It is the policy of PNC affirmatively to implement equal opportunity for
all qualified applicants and existing employees without regard to race,
religion, color, national origin, sex, age (over 40), disability, status as
a Vietnam-era veteran or any other basis which would be in violation of any
applicable ordinance or law. All personnel actions, including recruitment,
selection, hiring, training, transfer, promotion, termination, compensation
and benefits conform to this policy.

A copy of the full Equal Employment Opportunity (EEO) policy may be
obtained from your market HR representative.

What To Do
If you believe you have been denied equal employment opportunity because of
discrimination, bias or harassment, you should report it to your supervisor
or market HR representative or you may contact the Director of Compliance
or the General Counsel. You will be protected from any employment
discrimination, retaliation or retribution for good faith reporting.


2.06.2   Bias and Harassment

You are entitled to a work environment free of racial, sexual, ethnic, and
religious bias and harassment. Racial, sexual, ethnic or religious jokes or
comments are subject to individual interpretation and may be offensive to
some employees. Intimidation, coercion and threats, or actions leading to
bodily harm are also unacceptable.


2.06.3   Sexual Harassment

Definition
Sexual harassment is any unwelcome conduct of a sexual nature that is
sufficiently severe or pervasive so as to unreasonably interfere with an
individual's work performance or create an intimidating, hostile or
offensive working environment.

Forms Of Sexual Harassment
Sexual harassment can take various forms, including:

o        verbal (for example, sexual innuendo, sexual propositions,
         threats, suggestive or insulting comments or sounds and jokes of a
         sexual nature);

o        non-verbal (sexually suggestive pictures or objects, graphic
         commentaries and obscene gestures); and

o        physical (unwelcome physical contact).

Criteria Of Sexual Harassment
Any one or a combination of three basic criteria determines whether conduct
is sexual harassment:

o        If you are required to submit to the conduct as either an express
         or implied qualification for a job or a requirement of your
         employment relationship;

o        If submission to, or rejection of, the conduct is used as a basis
         for employment decisions affecting you; or

o        If the conduct has the purpose or effect of unreasonably
         interfering with your work performance, or creating an
         intimidating, hostile or offensive working environment.

Compliance Requirement
Sexual harassment by a manager/supervisor, or other employee, or client,
supplier or visitor will not be tolerated within PNC. All employees must
comply with this policy and take appropriate measures to ensure that sexual
harassment does not occur.


What To Do
If you are confronted with actions that may be sexual harassment, you
should report it to your supervisor or your market HR representative, or
you may contact the Director of Compliance or the General Counsel.


2.07     Antitrust

What are the Antitrust Laws?
You must obey the antitrust laws. The antitrust laws, which contain
criminal and civil penalties, prohibit unfair methods of competition and
agreements that restrain the way companies compete. The antitrust laws are
most often enforced against agreements between separate businesses (for
example, agreements between PNC and other companies) that limit
competition. These agreements need not be in writing to raise a concern.

As a general matter, all of PNC strategies and other decisions should be
made independently, without consultation with PNC's competitors. You may
not enter into any of the following three types of arrangements or
agreements:

Types of Arrangements

o    Price-Fixing Agreements are agreements with competitors about the
     prices, terms, or conditions to be charged clients. To avoid even an
     allegation of price fixing, you should not discuss our prices, terms
     or conditions with a competitor, except as noted below.

     Note: Where we are openly working jointly with our competitors to
     provide a loan or other product or service to a client (for example,
     loan syndications), agreements with such competitors on the price to
     be charged to the client generally do not constitute price fixing. You
     should only enter into such agreements if we have legitimate business
     reasons for working jointly with our competitors rather than providing
     the product or service on our own (for example, in loan syndications,
     because of undue credit risk to PNC).

o    Group Boycott Agreements are agreements among two or more companies to
     "boycott" or otherwise not do business with another company.

o    Market, Client, Territory or Location Allocation Agreements Among
     Competitors are agreements with competitors not to compete in a
     particular line of business or product, not to "poach" competitors'
     clients, or not to compete in a particular geographic area.

Because the following arrangements may raise antitrust concerns under
certain circumstances, you should consult with the General Counsel before
entering into any of them:

o    Tying Arrangements arise when a seller has a product or service buyers
     need, and requires buyers of that product or service to purchase a
     second product or service from the seller.

         o    Banking laws also prohibit certain ties. PNC Bank has adopted
              a Policy Statement on Product Tying Restrictions that you can
              obtain from your Compliance Department representative.

              Note: Most tying arrangements that are long established in
              banking (such as compensating balances) that facilitate
              reasonable arrangements intended to assure the soundness of
              credit do not pose a problem under either the banking or
              antitrust laws.


o        Predatory pricing is pricing at an unfairly low price for the
         purpose of driving all competitors out of the marketplace to reap
         the benefits of higher prices after the competitors are gone.

o        Exclusive Dealing involves agreements to do business with one
         supplier or client that preclude PNC from doing business with
         other suppliers or clients. You should consult with the Director
         of Compliance if PNC's purchases or sales account for a
         substantial portion of the market for the product or service being
         purchased or sold.

o        Reciprocity involves a company conditioning the purchase of
         products or services from suppliers on those suppliers' purchases
         of services from the company.

Other Instances in Which You Should Consult With The General Counsel You
should always consult the General Counsel:

o        before a PNC unit that you manage merges with or acquires another
         company (including a division of another company or substantial
         assets of another company outside of the ordinary course of
         business); or

o        if you believe that any activity that may be undertaken by PNC
         could be viewed as restraining fair or open competition, or if you
         have any questions about whether any such activities may fall
         within any of the categories of conduct described above.


2.08     Fair Competition

Fundamental Principle
PNC Bank expects you to engage in vigorous, but fair competition with our
competitors. Unfair ways to compete are not permitted. For example, you
must never direct or encourage any applicant or new employee to violate any
contractual or legal obligations to a former employer, such as a
responsibility to protect confidential business information, technical
information or trade secrets.

Requirements
Also, you are required to notify your supervisor and market HR
representative by submitting a Notification/Approval Form if you have any
obligations that may interfere with your ability to perform your job duties
at PNC Bank. These obligations may include an agreement with a former
employer, business partner or other person or entity that says:

o        you may not compete with them for a certain time or in a specific
         location;

o        you may not ask their employees if they are interested in working
         for PNC;

o        you may not ask their clients to do business with PNC;

o        you may not take work-related inventions, developments, or
         writings to use at another business or place of employment;

o        you may be limited in your use of trade secrets, business
         information, materials, training or techniques that you learned
         there; or

o        you may have to notify them of any new employment or business
         venture.


2.09     Personal Responsibilities of Employees


2.09.1   Drug Abuse

Drug-Free Workplace
PNC Bank is committed to promoting and maintaining a drug-free workplace.
The illegal use of drugs interferes with effective and safe job
performance. For this reason, PNC Bank has adopted a Drug Abuse Policy to
prohibit employees from illegally using, possessing, distributing, or
manufacturing drugs, or being under the illegal influence of drugs, while
working or while on PNC property.

Consequence of violation
Employees who violate the Drug Abuse Policy (including the refusal to take
a drug screening test) will be subject to disciplinary action.

A summary of the Drug Abuse Policy is attached as Exhibit 3. PNC's Drug
Abuse Policy is available from your market HR representative.


2.09.2   Alcohol Abuse

Fundamental Principle
The use of alcohol can have wide-ranging effects in the workplace,
including declining job performance and diminished safety of co-workers and
clients. For this reason, PNC prohibits any use of alcohol that may affect
your fitness for work, the safety of co-workers or the public, your job
performance or any operation of PNC.


2.09.3   Personal Finances

Employee Responsibilities
Because one of the primary functions of PNC Bank is the efficient and
effective management of money, you must demonstrate trustworthiness and
financial responsibility. You are expected to maintain your personal
account relationships and financial affairs in the same responsible manner
that is expected of clients and to manage debts in relation to income and
net worth. Abuse of employee checking accounts, credit cards or loans
obtained through PNC Bank is not in the best interest of PNC Bank and may
result in revocation of these privileges.

In addition, you must use your expense account in accordance with the
guidelines set forth in the Employee Expense Reimbursement Guide, available
from your market HR representative, as well as the standards set forth in
the Code.




2.09.4   Solicitation

Fundamental Principle
You are prohibited from soliciting other employees on behalf of any cause
or organization during working time (that is, when the soliciting employee
or the receiving employee is required to be performing work duties) or in
client areas. Examples of prohibited solicitation include raffles,
lotteries or memberships. You are also prohibited from distributing
advertising materials, handbills, literature or other materials which are
not prepared, supplied or approved by PNC, on PNC premises during working
time or in any work area or any area where clients are routinely present to
transact any business with PNC.

It will not be a violation of this policy, however, if the solicitation or
distribution is part of a campaign officially approved or sponsored by PNC,
such as United Way.

Non-employees of PNC are prohibited from soliciting or distributing
literature on behalf of any cause or organization at any time on any of
PNC's premises.


2.10     Political Contributions

Prohibitions
PNC cannot make direct or indirect contributions to political candidates or
office holders.

You should abide by the following:

o        no payment or thing of value may be made or given by or on behalf
         of PNC to any political party, candidate for public office in
         relation to his or her candidacy, or to any committee or group
         formed to support a party or candidate.

o        PNC will not reimburse you for personal political contributions.

o        you may not use PNC facilities or equipment in connection with any
         federal, state, or local election.

o        you may not participate in political activities during your
         working hours or on PNC property. For example, branch offices may
         not be used by candidates running for election for fund raisers or
         other activities related to running for office.

o        if you are a foreign national, you may not make a contribution in
         connection with any election (federal, state or local) or make a
         contribution to a PNC-affiliated political action committee. This
         prohibition does not apply to U.S. citizens living outside the
         United States. If you are not a U.S. citizen and if you have not
         been lawfully admitted for permanent residence in the United
         States, you should not make any political contributions, directly
         or indirectly, without first checking with the Director of
         Compliance.

Permitted Activities
Except as prohibited by Rule G-37 of the Municipal Securities Rulemaking
Board ("MSRB") and other related policies of PNC discussed below, the
following activities are permissible:

o        you may use your own funds to make contributions to political
         parties, candidates, or political action committees;

o        you may participate in volunteer political activities during
         non-working time and away from PNC premises, as long as you do not
         use any PNC resources in connection with your activities; and

o        PNC may make its facilities available to an affiliated political
         action committee ("PAC") for PAC-related functions, including
         speeches by political candidates. In addition, PNC may absorb
         administrative or other expenses incurred by an affiliated PAC.

Additional Rules For Certain Employees
Employees of PNC Securities Corp, PNC Brokerage Corp, and certain other PNC
employees associated with municipal securities or municipal finance, are
subject to the following rules by MSRB Rule G-37 and PNC policies:

o        you may not make contributions to PACs affiliated with PNC or PACs
         controlled by any municipal finance professional.

o        you may not participate in the management of any PACs affiliated
         with PNC.

o        you must obtain prior written approval for any political
         contributions to candidates or PACs. Contact your Compliance
         Department or consult the PNC policy implementing Rule G-37 for
         more information on obtaining approval.

o        you must limit any contributions to $250 per election and per
         candidate, and you may only make contributions to candidates for
         whom you are eligible to vote.

o        you may not make any direct or indirect political contribution for
         the purpose of influencing the award of municipal securities
         business to PNC.

A copy of the PNC policy implementing MSRB Rule G-37 is located in the PNC
Securities Corp and PNC Brokerage Corp Compliance Manuals.


2.11     Lobbying

Specific laws apply to lobbying activities undertaken on behalf of PNC. You
may obtain a summary of these laws and a copy of PNC's lobbying policy from
the Director of Compliance.


2.12     Other Matters

Crimes, Suspected Crimes, and Dishonest Acts Reporting Requirements
PNC Bank must file information with law enforcement agencies under certain
circumstances when criminal acts involving PNC Bank have occurred or are
suspected. If you have knowledge of a mysterious disappearance or loss or
an unexplained shortage, or know or suspect that any criminal, dishonest,
or fraudulent act has occurred that may affect PNC, its employees, officers
or clients, you should immediately use any of the Reporting Procedures set
forth in Section 1.03 of the Code.

Fidelity Bond Coverage
PNC holds a fidelity bond that covers all employees of PNC. The bond
coverage for any employee may end as soon as PNC learns of any dishonest or
fraudulent act that was or may have been committed by the employee at any
time, whether or not the act was committed while in PNC's employment.

Bonding Requirement
If an employee does not meet the standard for bonding, employment usually
must be terminated. To comply with the bonding requirements and other
requirements imposed by law, PNC reserves the right to investigate the
personal history of any applicant or employee, including any law
enforcement records.

Convictions Involving Dishonesty or Breach of Trust Any person who at any
time:

o        has been convicted of or plead guilty to any criminal offense
         involving dishonesty or breach of trust or money laundering; or

o        has agreed to enter into a pretrial diversion or similar program
         in connection with a prosecution for such an offense is prohibited
         from participating, directly or indirectly, in any manner in the
         conduct of the affairs of any PNC bank without prior written
         consent from the appropriate regulatory agency.

Consequences Of Violation
If any employee or officer of a PNC Bank is convicted of or pleads guilty
to such an offense or enters into a pretrial diversion or similar program
to avoid such a conviction, employment will be terminated in the absence of
consent from the appropriate regulatory agency.


2.13     Media Inquiries

Media Inquiries
You may be contacted by the media for information concerning PNC's position
on various matters. You must always direct these inquiries to the Public
Relations Department.

Prohibitions
You also may not give information to the media about PNC activities, the
activities of other employees, PNC clients or suppliers without the consent
of the Public Relations Department. PNC (through the Public Relations
Department) will speak out on issues of importance to PNC when appropriate.
PNC will not, nor should you, without the consent of the Public Relations
Department, identify clients or provide client information or do the
following:

o        comment on actions of any other company, entity or person;

o        comment on issues that are in litigation or under governmental review;

o        discuss financial projections;

o        discuss plans, programs, products, or operations that have not
         been announced publicly;

o        provide testimonials or endorsements; or

o        describe the content of regulatory examination reports.


2.14     Recordkeeping Policy

PNC maintains a record retention policy in accordance with legal,
regulatory, and appropriate business requirements.

Prohibitions
You may not dispose of or destroy any records that document or record the
business of PNC, except in accordance with PNC's record retention policy.


If there is threatened or pending litigation, an administrative charge, a
subpoena or other legal process, or if a government audit or review is in
process, you must not dispose of or destroy any relevant records.

Intentional destruction of records to avoid disclosure is prohibited.

Questions
If you have questions about record retention, ask your supervisor.
Supervisors may direct their questions to the Corporate Records Retention
Coordinator.


2.15     Accounting Practices/Foreign Corrupt Practices Act

Requirements
PNC has established internal accounting controls and recordkeeping policies
to meet legal and business requirements, including the following:

o        all business transactions and payments will be recorded accurately
         in supporting records;

o        no unrecorded fund or asset of PNC will be established or
         maintained for any reason;

o        the use or transfer of PNC funds for any purpose that would be in
         violation of any law or regulation or that would be improper is
         prohibited; and

o        the accounting records of PNC, and any public record, must be
         complete, accurate, and in reasonable detail, and no false,
         artificial, or misleading entries will be made for any reason.

Foreign Corrupt Practices Act of 1977
Any dealings that you may have with an official of a foreign government, a
foreign political party or party official, or candidate for foreign
political office, must comply with the requirements of the Foreign Corrupt
Practices Act of 1977, as amended. The Act also applies to officials of
public international organizations.

o        This law requires the use of proper accounting procedures.

o        You are prohibited from giving or promising anything of value to
         such foreign officials for the purpose of influencing any act or
         decision of the official in his/her official capacity, or to
         obtain or retain business, or direct business to, any person.
         Violations may result in criminal penalties.

All laws of the applicable foreign country must be obeyed.


2.16     Bank Secrecy/Money Laundering Control Act

Policy
It is the policy of PNC Bank to have an effective Bank Secrecy Act (BSA)
and anti-money laundering program. You are responsible for knowing and
carrying out your responsibilities under the company's BSA polices and
procedures. In particular, you must be aware of your responsibility
regarding:

o        requirements to report cash transactions on Currency Transaction
         Reports (CTRs);

o        the company's systems and procedures to avoid being used by
         persons who are laundering money through the bank from drug
         activities and other illegal activities;

o        "Know Your Customer" procedures; and

o        the procedures to identify a client's suspicious activities and
         transactions and to report such matters to Security Services.

Your market's BSA Compliance Officer should be contacted regarding any BSA
questions or concerns.


2.17     Community Reinvestment Act/Fair Lending

Policy
It is the policy of PNC to respond to the credit needs of the communities
in which it has facilities, including those of low and moderate income
neighbor-hoods. In addition, each PNC Bank is expected to devote human and
financial resources, consistent with safe and sound banking practices, to
the solution of community problems.

It is the policy of PNC Bank to conduct its business in accordance with
fair lending laws. It is your responsibility to treat all clients fairly.

A copy of the Corporate Community Reinvestment Act (CRA) and Fair Lending
Compliance Statements may be obtained from your Compliance Department
representative or market CRA Officer.


2.18     Safety, Health and Environment

Compliance Requirement
You must comply with safety and health requirements governed by federal,
state, and local laws. You have a responsibility:

o        to follow safe operating procedures;

o        to promote your own and your co-workers' health; and

o        to encourage regard for the environment among fellow employees and
         in the community.

Firearms Prohibition
You are not permitted to possess firearms or other dangerous weapons on PNC
premises, in PNC-owned vehicles or on work time, unless this is required as
part of your job.

How To Report
Reports of any actual or potential safety, health, or environmental
problems should be reported using the Reporting Procedures set forth in
Section 1.03 of the Code.

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

This Code reflects principles PNC intends to abide by. It is not
necessarily a statement of the law and in many instances may go beyond what
the law and industry practice require. This Code is not intended to result
in the imposition of legal liability on PNC, or on any employee or any
person who becomes subject to provisions of the Code, if such liability
would not exist under law or regulations in the absence of the Code.

You are responsible for complying with the Code. This Code, however, does
not, nor should it be construed to, imply an employment contract between
you and PNC.


Exhibit 1: Forms

Copy of the Notification/Approval Form


Exhibit 2: Insider Trading

SUMMARY OF REQUIREMENTS

This chart summarizes certain rules described in PNC Financial Services
Group, Inc.'s Insider Trading Policy (the "Policy"). It is intended to be
used as a reference to help you in your compliance with the Policy.
However, you should not use this summary in place of the Policy because, in
addition to containing more detailed information on the rules summarized
below, the Policy contains other rules and standards on topics that are not
included in the summary. The Policy also applies to the following members
of your immediate family: your spouse, minor children, older children who
live in your household or who rely primarily on you for financial support,
and any other relatives (by blood, marriage, or otherwise) living in your
household. You are responsible for these family members' compliance with
the Policy, and you must seek approval of and report their personal
securities transactions in accordance with this Policy as if such
transactions were for your own account.



Securities Transactions Restrictions for All Employees, Directors and
Family Members:

o        If you are aware of material, non-public information concerning
         any issuer or its securities, including but not limited to PNC,
         you are prohibited from buying, selling, or recommending
         securities of that issuer. Nor may you disclose such information
         to others except as set forth in this Policy.

o        You are prohibited from conducting the following activities
         regarding PNC securities:

         o    transactions in any derivative of a PNC security, including
              but not limited to puts, calls, and options (other than stock
              options granted by PNC), subject to certain exceptions for
              employees who received PNC securities in connection with an
              acquisition day trading (buying and selling the same security
              during one calendar day)

         o    short selling (selling the securities at a specified price
              and on a specified date without owning the securities on the
              trade date)

Pre-Clearance Approval/Reporting Requirements for Restricted Employees and
Their Family Members:

o        Restricted Employees include members of the senior officer
         committee (as of the date of this Policy, the Marketing
         Committee), Section 16 officers, designated employees of Mergers
         and Acquisitions, and other employees designated by the Director
         of Corporate Compliance.

o        If you are a Restricted Employee, you must obtain the approval of
         the Corporate Secretary or designate before buying or selling PNC
         securities (including securities issued by PNC affiliates that are
         publicly traded), changing elections or making intra-plan
         transfers involving PNC securities or phantom shares, using PNC
         securities to secure a loan (including a margin account), or
         making a gift of PNC securities. Subject to certain exceptions,
         before buying or selling any publicly traded security other than
         securities issued by PNC or a PNC affiliate you must pre-clear
         through the Insider Transaction Authorization System. You also
         must provide to Corporate Compliance periodic statements at least
         quarterly of purchases or sales of any publicly traded securities.

Pre-Clearance Approval/Reporting Requirements for Outside Directors and Their
Family Members:

o        Members of the Boards of Directors of PNC and PNC Bank, National
         Association must obtain the approval of the Corporate Secretary or
         designate before buying or selling PNC securities (including
         securities issued by PNC affiliates that are publicly traded),
         using PNC securities to secure a loan (including a margin
         account), making a gift of PNC securities, or reallocating
         investments within the Directors Deferred Compensation Plan. You
         must also have your broker(s) send duplicate copies of
         confirmations of all your purchases and sales of PNC securities
         (including securities issued by PNC affiliates) to the Corporate
         Secretary, and report to the Corporate Secretary within 7 calendar
         days any trade in PNC securities that was made other than through
         a broker.


Other Pre-Clearance Approval/Reporting Requirements:

o    As a supplement to this Policy, there are special policies and
     procedures on personal securities transactions that are applicable to
     certain business units within PNC. Employees of these business units
     are subject to additional requirements as set forth in the special
     policies for their business unit, which may include pre-clearance
     and/or reporting requirements. You will be informed if you are in a
     business unit that has special policies applicable to you.


Securities of Clients

o    Employees of "Designated Units" are prohibited from purchasing or
     selling client securities. You will be informed if you are in a
     Designated Unit.


Securities of Affiliates:

o    Certain PNC employees may be subject to different or additional
     restrictions with respect to their transactions in securities issued
     by PNC affiliates that are publicly traded companies. You will be
     informed of any such restrictions if they are applicable to you.


PNC INSIDER TRADING POLICY

Introduction

The purpose of this Insider Trading Policy ("Policy") is to further
compliance by PNC Financial Services Group, Inc. ("PNC") and its
subsidiaries, employees, and directors with the federal securities laws and
regulations. The Policy is designed not only to protect us from civil or
criminal liability under these laws, but also to protect our reputation for
integrity.

The Code of Ethics contains additional standards with respect to
confidential information, and should be read in conjunction with this
Policy. Further, your business unit may impose additional requirements. You
may also be subject to Office of the Comptroller of the Currency
requirements for fiduciary activities, Securities and Exchange Commission
requirements, and other requirements of various self-regulatory
organizations.

Certain of the following standards and rules are, of necessity, general in
nature. In practice, there may be situations that warrant exceptions or
interpretations that must be approved by the General Counsel's office of
PNC ("General Counsel").

If you have questions regarding the Policy, you should contact the Director
of Corporate Compliance or the General Counsel. Further, if you suspect a
violation of this Policy, you should contact the Director of Corporate
Compliance or the General Counsel, or use any of the reporting procedures
set forth in the PNC Code of Ethics.

You are required to be familiar with and abide by this Policy. You must
read it carefully and retain it. New employees will be required to certify
in writing that they understand and will comply with the Policy. From time
to time employees may also be asked to re-certify in writing that they have
followed the Policy.

References to "PNC" apply to PNC Financial Services Group, Inc. and all
organizations directly or indirectly under its control. References to an
"affiliate" apply to the organization under the control of PNC with which
an employee or director is associated.


What is "Insider Trading"?

"Insider trading" generally involves the purchase or sale of securities
while aware of material, non-public information ("inside information"). A
person who communicates inside information (a "tipper") to another person
(a "tippee") may also be liable if the tippee purchases or sells a security
while aware of such information.

Penalties for insider trading violations are substantial. Civil penalties
may be as high as three times the profit gained or loss avoided as a result
of an unlawful purchase or sale of a security. For controlling persons who
knowingly or recklessly fail to take appropriate measures designed to
prevent the occurrence of insider trading violations, civil penalties of up
to the greater of three times the profit gained or loss avoided or
$1,000,000 may be imposed. In addition, criminal fines and jail terms may
be imposed.


What is "Material Information"?

Material information generally means information relating to a company that
issues securities (an "issuer"), such as information about its business
operations or securities, the public dissemination of which would likely
affect the market price of any of its securities, or which would likely be
considered important by a reasonable investor in determining whether to
buy, sell, or hold such securities.


What is "Non-Public Information"?

Information that has not been disclosed to the public is generally
non-public. To show that information is public, there must be evidence that
it is widely disseminated. Information would generally be considered widely
disseminated if it has been disclosed, for example on the Dow Jones broad
tape, news wire services such as AP or Reuters, radio or television; or in
newspapers or magazines, or public disclosure documents filed with the
Securities and Exchange Commission, such as prospectuses, proxy statements,
and periodic reports.


Examples of Inside Information

It is impossible to provide a complete list of information that may
constitute inside information, but it may include:

o        Unpublished financial reports or projections;

o        Information about current, proposed, or contemplated transactions,
         business plans, financial restructurings, or acquisition targets;

o        Dividend increases or decreases;

o        Extraordinary borrowings or liquidity problems;

o        Material defaults under agreements or actions by creditors,
         clients, or suppliers relating to a company's credit standing;

o        Proposed or contemplated issuance, redemption, or repurchase of
         securities or stock splits;

o        Significant expansions or contractions of operations, including
         acquisitions, mergers, divestitures, and joint ventures, and
         purchases or sales of substantial assets;

o        Major new product developments;

o        Significant increase or decrease in business or information about
         major contracts;

o        Institution of, or developments in, major litigation,
         investigations, or regulatory actions or proceedings; and

o        Developments regarding a company's senior management.


Statement of General Policy Applicable to All Employees
and Directors

The following rules relate to your personal securities transactions. For
purposes of these rules, your personal securities transactions include the
securities transactions of your immediate family members, and the
securities transactions of accounts in which you or your immediate family
members have a beneficial interest or over which you or your immediate
family members exercise investment discretion or control. If you or an
immediate family member exercises investment discretion or control over
non-related customer accounts in the normal course of employment
responsibilities, those accounts are not subject to the pre-clearance and
reporting requirements described below. However, transactions in such
accounts may be subject to review by audit or compliance personnel.

Immediate family members consist of your spouse, any minor children, older
children living in your household, older children who rely primarily on you
for financial support, and any other relatives (by blood, marriage, or
otherwise) living in your household. The personal securities transactions
of your immediate family members are subject to this Policy. You are
responsible for their transactions being in compliance with these rules,
and you must pre-clear and report their personal securities transactions as
if such transactions were for your own account.

1. General prohibition on insider trading:

o       If you are aware of inside information concerning an issuer or its
        securities, including but not limited to PNC, you are prohibited
        from buying, selling, or recommending securities of that issuer.
        You also may not disclose such information to any other person,
        unless:

         o    that person is employed by PNC and has a need to know such
              information in connection with his or her employment or
              supervisory responsibilities;

         o    that person is employed by an outside firm (such as a law,
              accounting, or investment banking firm) retained by PNC and
              needs to know the information in connection with the service
              to be provided by the firm to PNC; or

         o    disclosure is otherwise authorized by the General Counsel.

o        Once the inside information is released to the public and has been
         widely disseminated, then you may buy, sell, or recommend
         securities of that issuer unless otherwise restricted in this
         Policy.

o        Unless you are sure that information is not inside information,
         you should presume that it is or consult with the General Counsel.

2. Special rules regarding PNC Financial Services Group, Inc. securities:

o       You are prohibited from purchasing or selling PNC securities
        beginning 15 days before the end of a calendar quarter until the
        second business day after PNC releases its earnings results for
        that quarter (the "Blackout Period"). This prohibition does not
        include exercising with cash or already-owned PNC securities an
        option on PNC securities granted by PNC and holding the underlying
        securities received as a result of the option exercise. All pending
        purchase and sale orders regarding PNC securities that could be
        executed during a Blackout Period must be canceled before the
        beginning of the Blackout Period.

o       You are prohibited from engaging in transactions in any derivative
        of PNC securities, including but not limited to puts, calls, and
        options. You are also prohibited from day trading (buying and
        selling the same securities during one calendar day) and short
        selling (selling the securities at a specified price on a specified
        date without owning the securities on the trade date) PNC
        securities. The receipt or exercise of an option grant or other
        derivative security pursuant to a PNC compensation plan is not a
        violation of the Policy.

        Note: There is a limited exception to the prohibition on derivative
        transactions for employees who have received PNC securities in
        connection with an acquisition. This exception is not available to
        PNC executive officers who are subject to Section 16 of the
        Securities Exchange Act of 1934. You will be informed if this
        exception applies to you. If this exception applies:

         o    You may sell or "write" covered call options, or purchase
              protective puts (either alone or in combination, as, for
              example, in establishing a collar), provided that such
              derivative instruments relate only to the number of PNC
              shares you originally acquired in connection with the
              acquisition.

         o    You may not enter into these transactions during a Blackout
              Period or at any time when you are aware of inside
              information regarding PNC.

         o    You must remain "covered" (that is, you must not sell the
              underlying PNC shares with respect to which you have entered
              into the derivative transaction) at all times during the term
              of the derivative instrument.

         o    You may not exercise any such instrument during a Blackout
              Period or at any time when you are aware of inside
              information regarding PNC. (The exercise by a counterparty to
              such a derivative transaction would not be deemed to violate
              this restriction.)

o       If you fail to meet a margin call or otherwise default on a loan
        secured by PNC securities, and the PNC securities are liquidated
        during a Blackout Period or while you are aware of inside
        information, you may be deemed to be in violation of this Policy.


Pre-Clearance and Reporting Requirements

Restricted Employees and Directors (each as defined below) are subject to
additional pre-clearance and reporting requirements. If you are subject to
these requirements, under no circumstance may you effect a transaction in
any securities while you are aware of inside information, even if you have
received pre-clearance. The ultimate responsibility for determining whether
you have inside information rests with you. Pre-clearance of any particular
transaction under this Policy will not necessarily protect you from
liability under the laws prohibiting insider trading.

Restricted Employees

Restricted Employees include members of PNC's senior officer committee (the
Marketing Committee, as of the effective date of this Policy), executive
officers who are subject to the reporting requirements of Section 16 of the
Securities Exchange Act of 1934, designated employees of Mergers and
Acquisitions, and other employees designated by the Director of Corporate
Compliance. You will be informed if you have been designated a Restricted
Employee.

If you are a Restricted Employee, you must obtain the approval of the
Corporate Secretary or designate before:

o        buying or selling PNC securities and securities issued by PNC
         affiliates that are publicly traded companies,

o        making changes in elections or intra-plan transfers involving PNC
         securities or phantom shares under any PNC compensation or benefit
         plan,

o        using PNC securities to secure a loan (including a margin
         account), or

o        making a gift of PNC securities.

You must also pre-clear through the Insider Transaction Authorization
System before buying or selling any publicly traded security other than
securities issued by PNC or a PNC affiliate.

If you are a Restricted Employee, you must have your broker(s) send
periodic statements at least quarterly of all of your purchases and sales
of publicly traded securities to Corporate Compliance at the same time the
broker sends such statements to you. In addition, you must provide periodic
statements at least quarterly to Corporate Compliance of all of your
purchases and sales of publicly traded securities other than through a
broker-dealer.

The pre-clearance and reporting requirements do not apply to security
transactions involving open-end mutual funds (such as money market funds),
unit investment trusts, and U.S. government or federal agency obligations;
reinvestment of dividends pursuant to an issuer's dividend reinvestment
plan (but do apply to additional voluntary purchases or sales effected
through such a plan); purchases of PNC securities under the Employee Stock
Purchase Plan; or other situations where the Director of Corporate
Compliance determines that pre-clearance or reporting is not necessary.

Outside Directors

Members of the Boards of Directors of PNC and PNC Bank, National
Association must obtain the approval of the Corporate Secretary before:

o        buying or selling PNC securities and securities issued by PNC
         affiliates that are publicly traded companies,

o        using PNC securities to secure a loan (including a margin
         account),

o        making a gift of PNC securities, or

o        reallocating investments within the Directors Deferred
         Compensation Plan.

If you are a director, you must have your broker(s) send duplicate copies
of trade confirmations of all of your purchases and sales of PNC securities
(and PNC affiliates' publicly traded securities) to the Corporate Secretary
at the same time the broker sends confirmations to you. In addition, you
must report to the Corporate Secretary any transaction in PNC securities
other than through a broker-dealer not later than 7 calendar days after
such transaction.

The pre-clearance and reporting requirements do not apply to the
reinvestment of dividends pursuant to PNC's dividend reinvestment plan (but
do apply to additional voluntary purchases or sales effected through the
plan).


Other Pre-clearance and Reporting Requirements

A business unit may have or adopt policies governing the personal
securities transactions of some or all of the employees of that business
unit. For example, certain fiduciary, investment advisory, securities
brokerage, and similar business units have supplemental policies governing
the personal securities transactions of their employees. Such additional
restrictions may include the pre-clearance of securities transactions or
reporting requirements. You will be informed if you are in a business unit
that has special policies applicable to you, and you will be required to be
familiar with and abide by these policies.


Securities of Clients

Employees of certain business units ("Designated Units") are prohibited
from purchasing or selling securities of their clients. Employees will be
informed if they are in a Designated Unit to which this restriction
applies.

If you are in a designated unit and acquired securities of a client in a
transaction permitted by the Insider Trading Policy in effect before this
Policy, or before commencing employment in your business unit, you may
continue to hold such securities, but may not acquire any additional
securities of that client. You must disclose this investment to your
business unit manager and Corporate Compliance, and must obtain clearance
from your business unit manager and Corporate Compliance before selling any
such client securities.


Securities of Affiliates

Certain PNC employees may be subject to different or additional
restrictions with respect to their transactions in securities issued by PNC
affiliates that are publicly-traded companies. You will be informed of any
such restrictions if they are applicable to you.


Information Barriers

Because PNC is a diversified financial institution, one business unit may
have inside information about an issuer while another business unit that
does not have such information may wish to buy or sell that issuer's
securities or recommend a purchase or sale of such securities. Information
Barriers are policies and procedures designed to separate business units
that are likely to receive inside information from business units that
purchase, sell, or recommend the purchase or sale of securities.
Information Barrier policies and procedures will be implemented for each
applicable business unit.

Policy Presentation

A video tape that includes a summary of insider trading laws and review of
this Policy will be shown to each new employee of PNC. All new employees
will be required to certify in writing that they have seen or listened to
the video tape, understand this Policy, and will comply with the rules and
standards set forth in this Policy. Existing employees may from time to
time also be required to provide a written certification that they have
followed this Policy. Periodically, the rules set forth in this Policy will
be reviewed with all employees through meetings, internal communications
and publications, or other means.


Audit

The General Auditor of PNC has the authority to audit compliance with this
Policy and the policies of the business units. Each employee must cooperate
with such an audit, including requests to provide documentation.


Noncompliance

If you fail to comply with this Policy (including the refusal to re-certify
compliance with it upon request or cooperate with an audit), you will be
subject to disciplinary action, which could include termination of
employment. In addition, apparent or suspected violations of laws
applicable to PNC's business may be reported to appropriate authorities.

This Policy is not intended to result in the imposition of legal liability
that would not exist in the absence of the Policy.


Exhibit 3: Drug Abuse Policy Summary

Summary
We are committed to promoting and maintaining a drug-free workplace. An
employee's illegal use of drugs interferes with effective and safe job
performance, which is a matter of company concern. For this reason, it is
our policy to prohibit employees from illegally using, possessing,
distributing, selling or manufacturing, or being under the illegal
influence of drugs while working or while on company property.

"Drugs" refer to, but are not limited to, controlled substances and any
potentially mind-altering chemicals. This includes, but is not limited to,
depressants (barbiturates); stimulants (amphetamines); cocaine; narcotics
(opiates, such as heroin, morphine and codeine); hallucinogens (PCP, LSD);
methadone, marijuana and other cannabinoids; legally obtainable drugs, with
prescriptions (Darvon, Valium, Librium); and over-the-counter drugs.

According to the PNC Bank Drug Abuse Policy, a job applicant who is offered
employment must successfully pass a drug screening test as a condition of
employment. Failure to pass the test will render the offer null and void.
In addition, an employee may be asked to submit to a drug screening test
where there is reason to believe that he or she may have violated the Drug
Abuse Policy. Further, in the future, drug screening tests may be conducted
on those employees whose jobs are of a sensitive nature and whose use of
drugs, therefore, would pose a risk to the company or the security or
safety of co-workers and the public.

We have developed procedures and guidelines for determining whether to
require an employee to take a drug test. The procedures include possible
consultation with designated legal and Human Resources personnel and/or a
medical evaluation. Because employees will only be required to take a test
when there is reasonable cause to believe that the employee may have
violated the Drug Abuse Policy, and after specified procedures have been
followed, the employment of an employee who refuses to take a drug test
will be terminated.

All drug screening tests will be conducted by an independent, certified
toxicology laboratory, and all test results will be reviewed by an
independent Medical Review Officer.

We have the right to search all company property assigned to employees and
personal possessions brought onto company property or premises. The privacy
of employees will be preserved to the extent possible.

Employees who violate the Drug Abuse Policy will be subject to disciplinary
action up to and including employment termination.


Employees are encouraged to seek help with any drug abuse problem and are
reminded of the availability of the various corporate benefit programs. Any
eligible employee may voluntarily participate in a recognized drug
rehabilitation and/or other appropriate counseling program to treat an
existing drug use problem provided that he or she has not previously
violated the Drug Abuse Policy. In that event, admitting to drug use and
participating in a drug rehabilitation and/or other appropriate counseling
program will not be considered a violation of the Drug Abuse Policy as long
as the employee successfully completes the program and agrees to be subject
to random drug screening tests for a period of two years and one month
following initiation of the program.

Any employee who participates in a drug rehabilitation and/or counseling
program, whether voluntarily or as a result of disciplinary action, will be
subject to random drug screening tests for a period of two years and one
month following initiation of the program.

Employees who are convicted in a court of law or plead guilty to the use,
possession, manufacture, distribution and/or sale of drugs occurring on
company premises are required to notify us in writing within five days of
such conviction or plea.

Notwithstanding the foregoing, management has the right to take whatever
disciplinary action it deems advisable, and deny any or all benefits under
the Drug Abuse Policy, if such employee has violated any other PNC Bank
and/or company policy or procedure.

Any employee who wishes to review the PNC Bank Drug Abuse Policy should
contact his or her market Human Resources representative.


Exhibit 4: PNC Bank Electronic Media Policy

Introduction

PNC Bank ("PNC") employees have access to and use one or more forms of
electronic media, for example, e-mail products such as OfficeVision and
Lotus Notes, online services, the Internet, the World Wide Web, PNC
Intranet, and electronic devices such as cellular phones and facsimile
machines. PNC encourages proper use of these media because they make
communication more efficient and effective and because they are valuable
sources of information.

The purpose of this Electronic Media Policy ("Policy") is to summarize key
elements of what constitutes the proper use of electronic media by PNC
employees. The Policy applies to your use of all electronic media and
services when:

o        accessed on, or from, company premises;

o        accessed using company computers, facsimile machines or other
         equipment;

o        using PNC's leased or purchased services (e.g., the PNC corporate
         network, the company's Internet
         connection or external service providers); or

o        the media is used in a manner that identifies the employee with
         PNC Bank (e.g., you join a chat room or publish a comment on the
         Internet referencing PNC).

You should be aware that the Policy applies even when using your own
personal computer, cellular phone or other resources, if one of the above
factors applies.

This Policy is part of the PNC Bank Code of Ethics. Other PNC policies and
procedures may also be applicable and should be considered.


Electronic Media:  Company Property and Business Use

Electronic media and services are resources provided by the company to
facilitate company-related business. Employees need to demonstrate a sense
of responsibility and good judgment, just as with any company resource.

o        You may not create, scan, fax, download, copy, or send articles,
         jokes, stories, chain letters and other similar items of personal
         interest to another employee, person or entity.

o        You may not use e-mail products for any purpose unrelated to
         performance of your job duties, such as to sell raffle tickets or
         tickets to personal dinner events, unless directed by your
         supervisor or manager. Solicitations are governed by PNC's
         solicitation policy (ss.2.09.4, Code of Ethics)

o        You may never use electronic (or any other) media to communicate
         offensive, harassing, pornographic or other inappropriate
         material.

Should you have questions on what is appropriate business use of electronic
media, please contact your supervisor, your Human Resources representative
or any other Key Contact as set forth in the Addendum to PNC's Code of
Ethics.


Software and Copyrights

Only software developed, owned or licensed by PNC Bank may be installed on
PNC computing resources and used for the purpose of promoting PNC's
business. All employees are required to comply with software copyright laws
and licensing agreements. Unauthorized duplication of licensed software and
documentation is strictly prohibited.


Electronic Media Privacy

PNC Bank does not guarantee the privacy of communications transmitted over
company established electronic media links. You should assume such
communications are not private, and you should observe the Confidentiality
section of the PNC Bank Code of Ethics (ss. 2.01). Especially with cellular
phones, you should assume that a third party may have the opportunity to
overhear your conversation. Your use of electronic media, and the content
of your communications, is subject to monitoring by PNC for operational,
maintenance, security, business, legal or regulatory reasons.


System Security

PNC policies regarding system security are set forth in PNC's Information
Security Policy Manual; detailed Internet security controls and design
requirements are provided at ss.1100, No. 1104. Important considerations
you should be aware of:

o        Any business requirement resulting in file transfers over the
         Internet must be approved by your cost center manager. All files
         downloaded from the Internet must be from "known" reliable sources
         and must be scanned with PNC Bank standard anti-virus software.

o        You may not use the Internet to communicate sensitive or
         confidential information unless management approved encryption
         standards are implemented. The Confidentiality section of the Code
         of Ethics (ss.2.01) should be observed in any communications using
         electronic media.

o        Access to the Internet from company resources (i.e., from PNC
         equipment or through PNC employees) must be approved through
         secured corporate gateways, approved and configured in accordance
         with PNC Information Technology Services standards. Passwords
         maintained on Internet-based systems must be different from
         passwords used on PNC Bank systems.

o        Certain Internet browsers and other similar technologies which are
         used to access World Wide Web-based resources and services,
         include the ability to store information locally in files that can
         be retained for an indefinite period. Browsers must be configured
         to ensure that any "temporary" information used during online
         sessions is not permanently stored on local user computers.

You should be aware that the network services and World Wide Web sites can
identify individuals and companies accessing their services, and can and do
monitor access and usage.


PNC Products and Services:  Public Relations and Customer Interaction

Products and services provided by PNC, regardless of the media used, are
subject to a variety of legal and regulatory restrictions applicable to
such matters as advertising, product and service availability, costs and
fees, and disclosures and descriptions. Existing guidelines regarding
product functions and features need to be complied with by all employees.
The policies and procedures that govern employee behavior regarding
customer contact are applicable to all interactions via electronic media.

o        Employees should not use their status as PNC employees to set
         forth opinions, comments or information that may be contrary to
         PNC's interests. Therefore, participation in online chat rooms and
         publication of information involving PNC must be conducted with
         care. You may not use company resources to create your own pesonal
         Web site.

o        Any negative or misleading information found on electronic media
         concerning PNC Bank should be referred to Public Relations
         immediately. Individual employees should not respond to such
         items.

o        The standards for the Internet apply the same basic, corporate
         identity standards as those used in print which meet the
         objectives of visual clarity and consistency.

o        Lines of business creating a PNC Intranet must observe corporate
         standards, including those defined for the PNC logo.

The Public Relations Department should be consulted if you have any
questions.


Enforcement

In today's business environment, electronically distributed information can
be transmitted much more quickly than in the past, so it is important to
use caution and abide by the above principles in all stages of the use of
electronic media.

Any employee found to be abusing the privilege of company-facilitated
access to electronic media or devices is subject to disciplinary action,
which may include termination of employment. Please speak to your
supervisor or manager if you have any questions or contact the resources
identified above. You may also use your Key Contacts and Reference Guide in
your Code of Ethics Addendum to help you reach the appropriate person at
PNC to assist you.


(Note - there is no Exhibit 5)

Exhibit 6: PNC Stock Ownership Policy


    (POLICY REGARDING OWNERSHIP OF STOCK IN PUBLICLY HELD SUBSIDIARIES)

Purpose

This is the stock ownership policy contemplated by Section 2.05.8 of the
PNC Code of Ethics. The purpose of this policy is to avoid conflicts of
interest or the appearance of conflicts of interest on the part of PNC
personnel who are responsible for the relationship or transactions between
PNC and its publicly held subsidiaries, while promoting ownership of stock
in PNC and its publicly held subsidiaries.


Scope

This policy applies to PNC personnel who act, and exercise decision-making
authority, on behalf of PNC with respect to the relationship or
transactions between PNC and its publicly held subsidiaries. This policy
does not apply to directors, officers and employees of a publicly held
subsidiary whose principal employment or relationship is with that
subsidiary.


Definitions

1.   For purposes of this policy, PNC includes PNC Financial Services
     Group, Inc. and its subsidiaries other than the publicly held
     subsidiary in question.

2.   PNC personnel includes directors, officers and employees of PNC
     Financial Services Group, Inc. and any of its subsidiaries other than
     persons whose principal employment or relationship is with the
     publicly held subsidiary in question. 3. Publicly held subsidiary
     means any entity in which PNC Financial Services Group, Inc. directly
     or indirectly owns at least 25% of the outstanding capital stock or
     other equity interest and that is subject to periodic reporting
     requirements under the federal securities laws.


Relative Ownership Requirement

PNC personnel within the scope of this policy shall not acquire or hold an
equity interest in a publicly held subsidiary of PNC that materially
exceeds in value such person's equity interest in PNC Financial Services
Group, Inc.

Your equity interest will be based for this purpose on the fair market
value of securities (including phantom stock units) owned directly or
indirectly through employee benefit or deferred compensation plans, owned
beneficially through trusts or other vehicles, or that may be acquired upon
exercise of stock options, whether exercisable or not.

Your equity interest includes securities owned by your spouse, any minor
children, older children living in your household, older children who rely
primarily on you for financial support, and other relatives (by marriage or
otherwise) living in your household.


Monitoring Requirements

PNC personnel within the scope of this policy should monitor their
compliance with this Policy.

PNC personnel subject to this policy have 90 days from discovering an
instance of noncompliance to reestablish compliance with this policy,
unless an exception is granted or, under applicable insider trading policy
or law, securities transactions to reestablish compliance are restricted in
this time frame. In the latter event, compliance must be reestablished
promptly after such restriction lapses.


Questions

Questions regarding this policy should be directed to PNC's General Counsel
or Corporate Secretary.


Exhibit 7: PNC Policy for Employees Holding Director and Officer Positions
in Outside Profit and Non-Profit Organizations

Introduction

The purpose of the PNC Policy for Employees Holding Director and Officer
Positions in Outside Profit and Non-Profit Organizations ("Policy") is to
establish certain rules and procedures for employees who hold or are
considering taking a position as a director, trustee, officer or other
similar position in a for-profit or non-profit corporation or other
organization outside of PNC ("director/officer positions"). This Policy
applies to all outside director/officer positions you currently hold as
well as to any future positions and should be read together with the entire
PNC Code of Ethics. It is your responsibility to understand and comply with
this Policy and the PNC Code of Ethics.

If you have any questions regarding this Policy, you should contact your
manager, your Human Resources (HR) representative, the Corporate Ethics
Office, or any of the Key Contacts identified in the Addendum to the PNC
Code of Ethics. References to "PNC" apply to The PNC Financial Services
Group, Inc. and/or its subsidiaries.

Serving at the Request of PNC

Employees will be deemed to be serving in a director/officer position in an
organization outside of PNC at the request of PNC only if they obtain
written approval from the CEO or the Vice Chairman of The PNC Financial
Services Group, Inc. (or in the case of the CEO or the Vice Chairman, from
the Board of Directors or its Corporate Governance Committee).

Note: "At the request of PNC" means at the request of the PNC entity by
which the employee is employed unless otherwise specified on the written
approval form.


Approval Requirements if You are Serving at the Request of PNC

Employees who are asked to serve in a director/officer position in an
outside organization at the request of PNC must submit the "Form for
Approval to Serve at the Request of PNC" to the Corporate Ethics Office.
Prior to submission for final approval by the CEO or the Vice Chairman, the
request must first be approved by the employee's Manager, Business CEO or
Director of Staff Function, and Business HR Manager (as applicable). You
can obtain a copy of this Form from PNC's internal website, from your HR
representative, or from the Corporate Ethics Office.

The CEO or the Vice Chairman will be deemed to be serving at the request of
PNC if the outside director/officer position is approved by The PNC
Financial Services Group, Inc. Board of Directors or its Corporate
Governance Committee.

Approvals for all such requests will be based on the best interest of PNC.
Approvals will be reviewed annually by the CEO or Vice Chairman or, in the
case of the CEO or the Vice Chairman, by the Corporate Governance
Committee, and may be modified or withdrawn at any time.

Employees will be considered for possible coverage in their capacity as
outside directors/officers under PNC's directors and officers liability
insurance policy and for possible indemnification by the applicable PNC
entity only with respect to outside director/officer positions approved as
being at the request of PNC in accordance with this Policy, subject in each
case to applicable law and governing documents. Any exceptions must be
approved by the CEO or the Vice Chairman of The PNC Financial Services
Group, Inc. (or, in the case of the CEO or the Vice Chairman, by the Board
of Directors or its Corporate Governance Committee).

Public Office Directors/Officers

Employees considering or accepting a director/officer position that is also
a public office position (such as school board director) must comply with
the PNC Public Office Policy, which is Exhibit 8 to the PNC Code of Ethics.


All Other Outside Director/Officer Positions

Employees otherwise wishing to serve in a director/officer position in an
outside organization are not required to provide notification or to obtain
approval from PNC. However, the following rules apply:

1.   You may not serve if the outside organization is a PNC competitor.

Note: For purposes of this Policy, a competitor means any organization,
wherever located, that engages in any of the same businesses as PNC.
Further, if an outside organization is or has a bank, thrift or other
depository organization anywhere within its group of affiliates, all
members of that group are considered competitors.

2. You may not serve if your involvement with the outside organization
would interfere with or impede your ability to perform your job duties and
responsibilities at PNC.

3. You may not serve if your involvement with the outside organization
would create a conflict with, or be reasonably perceived as conflicting
with, the interests of PNC. If you accept a director/officer position in an
outside organization and a conflict of interest (actual or perceived)
develops, you may be required to leave the outside organization or to
resign your position with PNC.

4. Under certain circumstances, you may not serve if PNC holds an equity
interest in the outside organization. It is your responsibility to ask the
outside organization if PNC holds such an interest. If so, you must contact
the Corporate Ethics Office to determine whether or not you may accept the
director/officer position.

Note: Equity held by PNC includes equity held for PNC's own account and
equity PNC holds as a trustee or other fiduciary. Equity interests may also
include options, convertible debt and other instruments.

Certain Additional Responsibilities

By serving as a director/officer in an outside organization, you will also
have certain responsibilities to that organization. You should be sure that
you understand and comply with those responsibilities.

There may be occasions where contracts or transactions involving PNC are
discussed or decided by that outside organization (e.g., the outside
organization is interested in obtaining a loan from PNC or in engaging PNC
as a trustee of a plan, program or fund, such as a pension plan or an
endowment fund). In these instances, after disclosing your relationship
with PNC, you should not participate in such discussions or in the
decision-making process. If you are a director of the outside organization,
you should ask the Board secretary to reflect in the meeting minutes that
you did not participate in the discussions and did not vote on that matter
because of your relationship with PNC.

Data Collection

PNC may collect information related to director/officer positions held by
PNC employees in outside organizations from you for marketing or other
business purposes. Neither a request for information related to outside
director/officer positions nor an employee response to such a request will
mean or imply that the employee is serving in such position(s) at the
request of PNC.

Exceptions

Any exceptions or amendments to this Policy must be approved by the PNC
Ethics Policy Committee or the Director of Compliance or as otherwise
provided in this Policy.


Exhibit 8: PNC Public Office Policy


Introduction

The purpose of the PNC Public Office Policy ("Policy") is to establish
certain rules for employees who campaign for or seek appointment to a
public office, who serve as public officials, or who serve as members of
another candidate's political campaign committee ("public office
positions"). This Policy applies to all public office positions you
currently hold as well as to any future positions and should be read
together with the entire PNC Code of Ethics. It is your responsibility to
understand and comply with this Policy and the PNC Code of Ethics.

If you have any questions regarding this Policy, you should contact your
manager, your Human Resources (HR) representative, the Corporate Ethics
Office, or any of the Key Contacts identified in the Addendum to the PNC
Code of Ethics. References to "PNC" apply to The PNC Financial Services
Group, Inc. and/or its subsidiaries.

General Rules

Service in a public office position is not at the request of PNC. Employees
wishing to serve in a public office position are not required to provide
notification to or obtain approval from PNC. However, the following rules
apply.

o        General

         o    You may not serve if your involvement would interfere with or
              impede your ability to perform your job duties and
              responsibilities at PNC.

         o    You may not serve if your involvement would create a conflict
              with, or be reasonably perceived as conflicting with, the
              interests of PNC. If you accept a public office position and
              a conflict of interest (actual or perceived) develops, you
              may be required to leave your public office position or to
              resign your position with PNC.

         o    You may not represent or act on behalf of PNC in connection
              with any matter or transaction between PNC and your campaign,
              the governmental entity you serve, or the campaign of any
              other political candidate for which you are a member of the
              political campaign committee.


o        While You are Campaigning for or Seeking Appointment To a Public
         Office or Serving as a Member Of Another Candidate's Political
         Campaign Committee

         Before beginning a campaign for public office or accepting such
         position, you must receive confirmation from the solicitor or
         other counsel for the governmental entity that your service as a
         public official would not prevent PNC from doing business with
         that governmental entity. All correspondence concerning campaign
         business, including but not limited to, campaign fundraising, must
         be on campaign letterhead exclusively and may not contain any
         reference to your status as a PNC employee other than to factually
         state your employment history.

         o    You may not engage in campaign business during working hours.
              To avoid any appearance of sponsorship or endorsement, PNC's
              name may not be used in any campaign material or in any
              fundraising activities, other than to factually state your
              employment history.

         o    You may not take a paid leave of absence to work on your or
              another candidate's campaign, except earned vacation time. If
              you take an unpaid leave of absence, either you or the
              campaign must promptly reimburse PNC for any benefits (e.g.,
              insurance) provided by PNC to you during that leave of
              absence.

         o    You may not solicit contributions from any employee of PNC
              Capital Markets or any other PNC employee without first
              obtaining preclearance from the PNC Legal Department.

         o    Your campaign (or the campaign you are serving) may not use
              PNC's facilities, equipment, supplies or personnel in
              connection with the campaign effort. Volunteer efforts
              conducted after working hours off PNC premises are permitted,
              but PNC equipment and supplies may not be used in such
              efforts.

         o    You may not direct or coerce any PNC employee to provide
              services to a campaign, or make the provision of such
              services a condition of employment. You may not ask PNC
              employees to work on your or another candidate's campaign,
              even on a volunteer basis, unless you have obtained
              preclearance from the PNC Legal Department.

         o    PNC does not make political contributions to any candidate or
              campaign committee. You must therefore avoid any circumstance
              involving the use of PNC facilities or personnel that could
              be interpreted as an in-kind corporate contribution to the
              campaign.

o        While Serving as a Public Official

         o    You may not solicit business between PNC and any governmental
              entity of which you are a public official.

         o    If at any time you are contemplating a change in your PNC
              duties that would involve the municipal securities business
              undertaken by a PNC affiliate, you must have your situation
              reviewed by the PNC Legal Department before accepting any
              such position.

Certain Additional Responsibilities

By serving as a public official, you will also have certain
responsibilities to the governmental entity you serve. You should be sure
that you understand and comply with those responsibilities.

There may be occasions where contracts or transactions involving PNC are
discussed or decided by the governmental entity you serve. In these
instances, after disclosing your relationship with PNC, you should not
participate in such discussions or in the decision making process.

Data Collection

PNC may collect information related to public office positions held by PNC
employees from you for various business purposes. Neither a request for
information related to public office positions nor an employee response to
such a request will mean or imply that the employee is serving in such
position(s) at the request of PNC.

Exceptions

Any exceptions or amendments to this Policy must be approved by the PNC
Ethics Policy Committee or the Director of Compliance.


Key Contacts and Reference Guide


Under the PNC Bank Code of Ethics, the Reporting Procedures outlined in the
Code provide a number of individuals to contact to assist you regarding
notifications, prior approvals, report a potential Code violation or a
concern, or any questions regarding the Code. The Key Contacts and
Reference Guide lists those persons you will be dealing with most
frequently regarding Code matters and how to contact them, as well as
resource materials and how to obtain them. You are encouraged to call
anyone with whom you feel comfortable.

<TABLE>
<CAPTION>
KEY CONTACTS

- ---------------------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>                   <C>                <C>
 BUSINESS                         NAME                 PHONE                 FAX                MAILSTOP
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Human Resources/ Employee Relations Representatives
Employees working in:
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 BlackRock                 Robert P. Connolly      (212) 409-3743       (212) 409-3744        XX-R345-30-1
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Corporate                      Jim Popp           (412) 768-2378       (412) 762-3985        P2-PTPP-02-1
 Bank/Treasury
 Management
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Employees in Other        Linda K. Williamson     (412) 762-5413       (412) 762-2256        P2-PTPP-02-1
 Areas
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Regional Community Bank     Theresa Kiwior         570-961-6174         570-961-6340         N1-NADM-04-A
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 PNC Advisors                  Vic Orriola          412-768-5983         412-762-3142         P1-POPP-29-1
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 TPS
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Staff Services               Marilyn Crump        (412) 762-2193       (412) 762-2256        P2-PTPP-02-1
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
SECURITY SERVICES
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 PNC Bank Helpline:       1-800-937-4445 When calling, select option #2 (Security Services), then select #4
                          (Incident Reporting)
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Director of Corporate       John P.Ericksen       (412) 762-7761       (412) 762-0726        P2-PTPP-06-1
 Security Services
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
CORPORATE COMPLIANCE:  For Any Matter Under the Code
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Director, Corporate
 Compliance/Risk               Eva T. Blum         (412) 762-2748       (412) 705-0829        P1-POPP-22-2
 Management &
 Administrator
 of the Code
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Senior Compliance         Michelle O. Manning     (412) 762-8234       (412) 705-0829        P1-POPP-22-2
 Manager
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Code of Ethics Manager        Peg Holmes          (412) 762-8205       (412) 705-0829        P1-POPP-22-2
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
  GENERAL COUNSEL: For Any Matter Under the Code
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
     General Counsel         Helen P. Pudlin       (412) 762-7987       (412) 762-5920        P1-POPP-21-1
                                                   (215) 585-5174       (215) 585-8564        F5-F012-02-7
- ---------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
REFERENCE GUIDE

PNC Bank Code of Ethics Forms

All Code Forms are available on PNC's Intraweb, Lotus Notes, or from your
Human Resources Department. Sample copies of the Forms are attached as
Exhibit 1 to the Code.

- ---------------------------------------------------------------------------------------------------------------
<S>                                                <C>
 Form                                              Description
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Notification/Approval Form                        This Form is used to provide notification or obtain
 (Exhibit 1A)                                      approval under the Code. You should follow the
                                                   instructions on the reverse side. Matters which require
                                                   notification or prior approval are summarized in Section
                                                   1.02 of the Code.
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
 Form for Approval to Serve at the Request of This Form is used to obtain
 all necessary approvals in PNC (Exhibit 1-B) accordance with the PNC
 Policy for Employees Holding
                                                  Director and Officer
                                                  Positions in Outside
                                                  Profit and Non-Profit
                                                  Organizations (attached
                                                  as Exhibit 7 to the
                                                  Code).
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
