BFM INSTITUTIONAL TRUST INC
N-30D, 1996-05-30
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The BFM Institutional Trust Inc.
The Multi-Sector Mortgage Securities Portfolio III
- --------------------------------------------------
Annual Report
March 31, 1996



<PAGE>

Dear Shareholder:

We are  pleased  to  provide  the  annual  report  to  shareholders  of the  BFM
Institutional Trust Inc. ("BIT") for the fiscal period ended March 31, 1996. BIT
is an open-end management investment company whose investment adviser, BlackRock
Financial   Management,   Inc.  (the  "Adviser"),   has  day-to-day   investment
responsibility for the BIT Portfolios.

The annual  period  between  March 31,  1995 and March 31,  1996  witnessed  two
profoundly  different  market  environments  for fixed  income  securities.  The
Treasury market rally of 1995 continued  through the middle of February 1996, as
market demand for fixed income  securities  remained strong due to a combination
of moderate economic growth, low absolute levels of inflation and two reductions
of the Fed funds target rate.  Economic data released during January,  including
weak retail sales and consumer confidence  reports,  reinforced the belief among
market  participants  that the  economy  was not  accelerating  fast  enough  to
increase inflationary  pressures;  for example,  consumer confidence fell to its
lowest  level in  almost a year  and  retail  sales  for 1995  registered  their
smallest annual gain in four years.

Investor  sentiment  toward fixed income  securities,  however,  reversed during
mid-February,  as data indicating  accelerating  economic growth, in conjunction
with a sharp rise in commodity prices, rekindled inflationary concerns. Positive
news for the economy which may indicate  increased levels of inflation can cause
bond yields to rise and prices to fall.  Economic  strength was  demonstrated in
numerous  economic  reports,  including  factory orders,  consumer  spending and
housing starts.  The March 8 release of the February  employment  report,  which
showed a gain of 705,000  new jobs,  forced  investors  to  reconsider  and then
adjust  their  assumptions  regarding  the  weakness of the U.S.  economy.  This
number, although subsequently revised downward, was more than double economists'
estimates and produced the largest  one-day price decline in U.S. bond prices in
over  seven  years.  For the  first  quarter  of  1996,  GDP  grew  2.8%,  which
represented a strong  rebound from the 0.5% gain posted in the fourth quarter of
1995.

Interest rate movements over the twelve month period  illustrated  the change in
investor  sentiment  toward fixed income  securities.  Interest rates across the
Treasury yield curve fell dramatically from March 1995 to mid-February  1996, as
seen in the decline in yield  levels of the  ten-year  Treasury,  which fell 167
basis  points  (1.67%) from 7.19% on March 31, 1995 to a low of 5.52% on January
19, 1996.  However,  data released during February  suggested  renewed  economic
vigor and placed  pressure on bond prices.  These fears  translated into a sharp
rise in bond yields across the Treasury  yield curve.  The yield of the ten-year
Treasury  ended the annual  period at 6.32%,  an increase of 80 basis  points in
approximately  two and one-half months.  Nevertheless,  the yield of the 10-year
fell 87 basis points over the twelve months.

Commercial Mortgage-Backed Securities Market

Investor  participation  in  commercial   mortgage-backed   securities  ("CMBS")
continued  to grow during the past  twelve  months as the  combination  of wider
yield spreads relative to comparably rated corporate bonds and strong prepayment
protection  presented  attractive  value.  Lower interest rates have spurred new
issuance,  highlighted  by a record $6.3  billion of  issuance  during the first
quarter of 1996. Despite the continued high levels of new supply,  yield spreads
tightened across investment grade securities as new participants continued to be
attracted to the market.  Intermediate quality bonds, rated A or BBB, posted the
best performance  among investment grade bonds, with yield spreads to comparable
maturity Treasuries  narrowing,  respectively,  from 155 to 125 basis points and
200 to 170 basis points.  We expect  further  spread  tightening  for investment
grade  classes  during  1996  to be  driven  by  several  factors:  1)  investor
preference  for  assets  with  limited  cash  flow  variability;   2)  improving
collateral  performance  information;  3) increasing secondary market liquidity;
and 4) improving real estate equity returns.

                                       1
<PAGE>

Portfolio Performance
<TABLE>
<CAPTION>

- ---------------------------------------- ------------------------------- -----------------------------
      Total Returns- Period Ending                   BIT-III                       Salomon BIG  
             March 31, 1996                         Portfolio                         Index
           <S>                                       <C>                              <C>
- ---------------------------------------- ------------------------------- -----------------------------
                1 Month                              -0.60%                           -0.72%
- ---------------------------------------- ------------------------------- -----------------------------
                3 Month                              -1.62%                           -1.74%
- ---------------------------------------- ------------------------------- -----------------------------
                6 Month                               2.82%                            2.52%
- ---------------------------------------- ------------------------------- -----------------------------
               12 Month                              11.53%                           10.87%
- ---------------------------------------- ------------------------------- -----------------------------
           Since Inception                           18.31%                           17.66%
- ---------------------------------------- ------------------------------- -----------------------------
</TABLE>


The  figure  below  graphs  the  current  value of  $1,000,000  invested  in the
Portfolio from inception through March 31, 1996.


[GRAPHIC OMITTED]


We  appreciate   your   investment  in  the   BlackRock   Financial   Management
Institutional  Trust and look  forward to  continuing  to serve  your  financial
needs.


Sincerely,



Laurence D. Fink                            Ralph L. Schlosstein
Chairman                                    President
BlackRock Financial Management, Inc         BlackRock Financial Management, Inc.



                                       2
<PAGE>


The BFM Institutional Trust Inc.
The Multi-Sector Mortgage Securities Portfolio III
Portfolio of Investments
March 31, 1996

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
             Principal
              Amount
 Rating*       (000)             DESCRIPTION                                                          Value
- --------------------------------------------------------------------------------------------------------------
<S>           <C>                <C>                                                               <C>

                                 LONG-TERM INVESTMENTS                                  97.53%
                                 Commercial Mortgage - Backed Securities                97.53%
                               # Aetna Commercial Mortgage,
    AA         $500                      6.89%, Series 1995-C5, Class C 12/26/2030                   $480,236
                                 American Southwest Financial Securities Corp.,
    A         4,000                      8.00%, Series  1994-C2,  Class A4, 08/25/10                4,017,500
                                 Asset Securitization Corp.
    AA        1,000                      7.21%, Series 1996-D2, Class A2, 02/14/29                    984,531
                                 Carolina  First  Bank
   BBB        2,000                      7.60%, Series 1996 C1,  Class B, 09/17/00
                                 Carousel Center Finance, Inc.,
     A        1,456                      7.53%, Class C, 10/15/07                                   1,441,225
                                 CBA Mortgage Corp.,
   AAA          300                      7.15%, Series 1993-C-1, Class A2, 12/25/03                   306,346
    BB        2,000                      7.15%, Series 1993-C-1, Class C, 12/25/03                  1,620,000
                                 Central Life Assurance Co.,
   AA+        3,444                      8.90%, Series 1994-1, Class A2, 11/01/20                   3,617,158
                                 Citibank, N.A. Multifamily Mortgage ,
   BBB        3,000                      8.00%, Series 1994-1, Class M2, 01/25/19                   2,937,188
                                 Creekwood Capital Corp., Collateral Note,
    AA        3,968                      8.47%, Series 1995-1, Class A, 03/16/15                    4,194,317
                                 CS First Boston  Mortgage Securities Corp.,
    A         2,000                      7.14%, Series 1994-M1, Class C, 02/15/02                   1,999,375
                                 DLJ Mortgage Acceptance Corp.,
    AA        1,000                      7.65%, Series 1993-M12, Class A2, 09/18/03                 1,017,989
                                 FDIC Trust,
    AA        4,000                      8.45%, Series 1994-C1, Class 2C, 09/25/25                  4,126,875
                                 Goldman Sachs Mortgage Securities Corp. II,
   AAA        2,500                      7.41%, Series 1996, Class A2, 02/15/27                     2,498,828
                                 J.P. Morgan, Commercial Mortgage Finance Corp.,
   BBB        2,500                      7.30%, Series 1996-C2, Class D, 11/25/27                   2,378,125
                                 Kearney II - E,
    BB        2,000                      9.40%, Series 1995-1, Class E, 10/15/05                    2,002,500
                                 KP Acceptance Corp. 1,
    A         2,500                      7.00%, Series 1994-C1, Class C, 02/01/06                   2,469,970
                                 KS Mortgage Corp.,
   BBB        1,800                      7.74%, Series 1995-1, Class D, 02/20/30                    1,779,750
                                 LB Commercial Conduit Mortgage Trust,
   BBB        2,000                      7.05%, Series 1995-C2, Class D, 09/25/25                   1,895,145
                                 Lennar United States Partners, Ltd.,
    BB        1,500                      9.75%, Series 1995-1, Class E, 05/15/05                    1,509,375
    B         1,000                     11.70%, Series 1995-1, Class F, 05/15/05                    1,010,000
                                 LTC,
    A         2,125                      9.50%, Series 1994-1, Class C, 06/15/26                    2,269,102
   BBB        2,000                      7.97%, Series  1996,  Class D, 04/15/28                    1,990,000
                                 LXP Funding Corp.,
   BBB        3,000                      8.86%, Series 1995-1, Class C, 05/26/08                    3,056,250
                                 Merrill Lynch Mortgage Investments, Inc.,
                                 Pass-Through Certificates,
    A         1,000                      7.48%, Series 1995-C1, Class C, 05/25/15                     997,895
    A         2,000                      7.42%, Series 1996-C1, Class C, 03/25/26                   1,982,812
                                 Morgan Stanley Capital Investments, Inc., 
                                 Pass-Through Certificates,
   BBB        3,500                      7.23%, Series 1995, Class A, 02/15/02                      3,508,750
   AAA        1,861                      7.00%, Series  1995, Class D, 02/15/27                     1,872,939
</TABLE>

                       See notes to financial statements


                                       3
<PAGE>

The BFM Institutional Trust Inc.
The Multi-Sector Mortgage Securities Portfolio III
Portfolio of Investments
March 31, 1996

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
             Principal
              Amount
 Rating*       (000)             DESCRIPTION                                                          Value
- --------------------------------------------------------------------------------------------------------------
<S>           <C>                <C>                                                               <C>
                                 Mortgage Capital Funding, Inc.,
   BBB       $2,000                      8.52%, Series 1994-MC1, Class A5, 06/25/19                $2,053,343
                                 Nomura Asset Capital Corp.,
   BBB        1,000                      7.64%, Series 1993-M1, Class A1, 11/25/03                    991,094
                                 Oregon Commercial Mortgage,
    A         3,000                      7.60%, Series 1995-1, Class C, 06/01/23                    2,962,500
                                 Paine Webber Mortgage Acceptance Corp.,
    A         2,000                      7.30%, Series 1995 M1, Class C, 01/15/07                   1,994,327
    A         2,000                      6.90%, Series 1995 M2, Class C, 12/01/03                   1,975,349
   BBB        1,000                      7.20%, Series 1995 M2, Class D, 12/01/03                     981,701
                                 Phoenix Real Estate Securities, Inc.,
   BBB+       3,545                      8.00%, Series 1993-1, Class C, 11/25/23                    3,566,048
                                 Prudential Securities Secured Financing,
                                 Pass-Through Certificates,
    A           895                      7.64%, Series 1995-C1, Class C, 01/25/15                     886,609
                                 Queens Center Funding Corp.,
   BBB        2,000                      8.06%, Series 1, Class B, 01/01/04                         2,005,000
                                 Resolution Trust Corp.,
   BBB        3,000                      6.90%, Series 1995-C1, Class D, 02/25/27                   2,797,500
   AAA        2,000                      6.90%, Series 1995-C1, Class A2C, 02/25/27                 2,004,062
    A         2,904                      8.00%, Series 1994-C2, Class D, 04/25/25                   2,909,917
    A           611                      8.00%, Series 1994-C1, Class D, 06/25/26                     603,889
    A         1,844                      7.10%, Series 1993-C2, Class D, 03/25/23                   1,816,240
   BBB        2,954                      7.00%, Series 1995-C2, Class D, 05/25/27                   2,798,798
   AA+          840                      8.63%, Series 1992-M3, Class A2, 07/25/30                    852,198
    B+        2,500                     10.63%, Series 1994-N2, Class A, 12/14/04                   2,523,828
                                 Salomon Brothers Mortgage Securities,
    AA        3,000                      7.75%, Series 1996-C1,  Class B, 01/20/28                  2,949,375  
                                 Structured Asset Securities Corp.
   BBB        3,000                      7.38%, Series 1995-C1, Class D , 09/25/24                  2,838,611
    A         1,980                      7.03%, Series 1995-C4, Class C , 02/25/28                  1,913,560
    AA        1,900                      7.00%, Series 1995-C4, Class C, 06/25/26                   1,815,093
   BBB        1,970                      7.75%, Series 1996 cfl., Class E, 02/25/28                 1,879,182
                                 SKW Real Estate II,
    B           500                     11.00%, Class E, 05/15/05                                     502,133
    B         2,222                     12.80%, Class F, 05/15/28                                   2,231,219
                                 TVO Southwest,
    A         4,500                      9.37%, Series 1994-MF1, Class A2, 11/18/04                 4,824,844
                                 WHP Commercial Mortgage,
    A         2,000                      7.76%, Series 1995-C1, Class C, 07/20/25                   2,018,877
                                                                                                  -----------
                                 Total long-term investments (Cost $113,750,773)                  114,669,478

                                 SHORT-TERM INVESTMENTS                                  5.22%
              6,050              Federal Home Loan  Mortgage  Association                5.15%
                                 Discount Note due 4/1/96 (Cost $6,050,000)                         6,050,000
                                                                                                  -----------

</TABLE>
                       See notes to financial statements


                                       4
<PAGE>


The BFM Institutional Trust Inc.
The Multi-Sector Mortgage Securities Portfolio III
Portfolio of Investments
March 31, 1996

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                        
                    
              Contracts ##          DESCRIPTION                                                          Value
- --------------------------------------------------------------------------------------------------------------
              <S>                <C>                                                                  <C>
                                 Call Options Purchased                                  0.07%
                        77       U.S. Treasury Bond Future 10 Year, expiring June 1996
                                 (Cost $95,413)                                                          83,016
                                                                                                   ------------
                                 Total short-term investments (Cost $6,145,413)                       6,133,016
                                                                                                   ------------
                                 Total investments (Cost $119,896,186)                 102.75%      120,802,494

                                 Other liabilities in excess of assets                  -2.75%       (3,233,345)
                                                                                       ------------------------
                                 NET ASSETS                                            100.00%     $117,569,149
                                                                                       ========================

<FN>
 * Using the higher of Standard & Poor's, Moody's or Fitch's rating.
 # A portion of the above denoted securities market value was segregated to cover
   margin requirements for open futures contracts.
## One contract equals $100,000 face value.
</FN>
</TABLE>
                       See notes to financial statements

                                       5
<PAGE>


The BFM Institutional Trust Inc.
The Multi-Sector Mortgage Securities Portfolio III
Statement of Assets and Liabilities
March 31, 1996
- --------------------------------------------------------------------------------

Assets
Investments, at value (cost $119,896,186)            $120,802,494
Receivable for margin variation on futures                  6,109
Interest receivable                                       745,929
                                                     ------------
                                                      121,554,532
                                                     ------------

Liabilities
Cash overdraft                                            956,778
Payable for securities purchased                        1,985,798
Dividend payable                                          762,013
Advisory fee payable                                      222,586
Other accrued expenses and liabilities                     53,130
Payable for margin variation on futures                     5,078
                                                     ------------
                                                        3,985,383
                                                     ------------

Net Assets                                           $117,569,149
                                                     ============


Net assets were comprised of :
     Common stock, at par (Note 5)                            $12
     Paid-in capital in excess of par                 116,037,583
                                                     ------------
                                                      116,037,595
     Accumulated net realized gain                        745,413
     Net unrealized appreciation                          786,141
                                                     ------------
     Net assets, March 31, 1996                      $117,569,149
                                                     ============  
Net asset value per share                               $1,019.41
                                                     ============ 
Total shares outstanding at end of period                 115,331

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

                       See notes to financial statements


                                       6
<PAGE>

The BFM Institutional Trust Inc.
The Multi-Sector Mortgage Securities Portfolio III
Statement of Operations
For the Nine Months Ended March 31, 1996
- --------------------------------------------------------------------------------

Net Investment Income

Income
Interest (including net discount accretion of $53,128)     $7,051,694
                                                           ---------- 

Expenses
     Investment advisory                                      216,699
     Administration, custody, and transfer agent fees          78,011
     Legal                                                     11,270
     Audit                                                      7,513
     Insurance                                                  6,627
     Directors                                                  1,878
     Registration fees                                          1,042
     Miscellaneous                                              1,326
                                                           ----------
          Total expenses                                      324,366
                                                           ----------

          Expenses waived by the Adviser (Note 2)              (3,652)
                                                           ----------
          Net expenses                                        320,714
                                                           ----------
     Net investment income                                  6,730,980


Realized and unrealized gain/(loss) on investments

Net realized gain/(loss) on:
          Investments                                       1,982,535
          Futures                                            (481,631)
                                                           ----------
               Net realized gain                            1,500,904
                                                           ----------
Net change in unrealized appreciation on:
          Investments                                      (2,814,093)
          Futures                                             103,678
                                                           ----------
              Net change in unrealized appreciation on     (2,710,415)
                                                           ----------
Net realized and unrealized loss on investments            (1,209,511)
                                                           ----------

Net Increase In Net Assets Resulting from Operations       $5,521,469
                                                           ==========

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

                       See notes to financial statements


                                       7
<PAGE>

The BFM Institutional Trust Inc.
The Multi-Sector Mortgage Securities Portfolio III
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                             07/01/95       10/04/94
                                                             through        through
Increase (Decrease) in Net Assets                            03/31/96       06/30/95
                                                             --------       --------
Operations:
<S>                                                        <C>            <C>
     Net investment income                                 $6,730,980     $5,719,137

     Net realized gain on investments                       1,500,904      3,568,972

     Net change in unrealized appreciation on investments  (2,710,415)     3,496,556
                                                         ------------   ------------
     Net increase in net assets resulting from operations   5,521,469     12,784,665
                                                         ------------   ------------
Dividends and distributions:
     Net investment income                                 (6,730,980)    (5,719,137)
     Net realized gain                                     (4,324,463)       --
                                                         ------------   ------------
                                                          (11,055,443)    (5,719,137)

Capital share transactions:
     Proceeds from shares subscribed                           --        100,000,000
     Net asset value of shares issued in reinvestment
           of dividends and distributions                  10,293,458      5,719,137
                                                         ------------   ------------

     Total increase                                         4,759,484    112,784,665
                                                         ------------   ------------

Net Assets

Beginning of period                                       112,809,665         25,000
                                                         ------------   ------------
End of period                                            $117,569,149   $112,809,665
                                                         ------------   ------------
</TABLE>

                       See notes to financial statements


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


                                       8
<PAGE>


The BFM Institutional Trust Inc.
The Multi-Sector Mortgage Securities Portfolio III
Financial Highlights
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                    Nine Months    October 6,1994(a)
                                                       Ended           Through
                                                   March 31, 1996    June 30,1995
                                                   ---------------------------------
PER SHARE OPERATING
     PERFORMANCE:
<S>                                                      <C>               <C>      
Net asset value, beginning of period                     $1,068.11         $1,000.00
                                                     -------------------------------
     Net investment income(b)                                61.37             55.81
     Net realized and unrealized gain on investments         (9.06)            68.11
                                                     -------------------------------
     Net increase from investment operation                  52.31            123.92
                                                     -------------------------------
     Dividends from net investment income                   (61.37)           (55.81)
     Distributions from net realized capital gains          (39.64)               -
                                                     -------------------------------
          Total dividends and distributions                (101.01)           (55.81)
                                                     -------------------------------
     Net asset value, end of period                      $1,019.41         $1,068.11
                                                     ===============================
TOTAL INVESTMENT RETURN(c)                                   5.02%            12.78%

RATIOS TO AVERAGE NET ASSETS:
Expenses(b)(d)                                               0.37%             0.37%
Net investment income(b)(d)                                  7.77%             7.54%

SUPPLEMENTAL DATA:
Average net assets (in thousands)                         $115,362          $103,332
Portfolio turnover                                            119%              215%
Net assets, end of period (in thousands)                  $117,569          $112,810
- --------------------------------------------------------------------------------
<FN>
(a) Commencement of investment operations.
(b) The Adviser waived fees amounting to $3,652 and $56,269 for the periods ended
    March 31, 1996 and June 30, 1995, respectively. Net investment income would have
    been $61.37 and $55.28 on a per share basis for the periods  ended March 31, 1996 and
    June 30, 1995, respectively. The ratio of net operating expenses to average net assets 
    would have been 0.37% and 0.45% for the periods ended March 31, 1996 and June 30, 1995,
    respectively. The net investment ratios would have been 7.76%, and 7.46% for the periods ended 
    March 31, 1996 and June 30, 1995, respectively.
(c) Total investment return is calculated assuming a purchase of common stock at net asset value
    per share on the first day and a sale at net asset value per share on the last day of the period
    reported. Dividends are assumed, for purposes of this calculation, to be reinvested at the
    net asset value per share on the payment date.
(d) Annualized

    The information above represents audited operating performance based on an average
    share of common stock outstanding, total investment return, ratios to average net assets and 
    other supplemental data, for each of the periods indicated. This information has been
    determined based upon financial information provided in the financial statement
</FN>
</TABLE>

                       See notes to financial statements


                                       9
<PAGE>


The BFM Institutional Trust
Notes to Financial Statements
- --------------------------------------------------------------------------------

Note 1.           Organization and Accounting Policies

    The BFM  Institutional  Trust Inc.  (the  "Trust")  is a  no-load,  open-end
management investment company organized as a Maryland corporation.  The Articles
of Incorporation  permit the Board of Directors to create an unlimited number of
series (or  "Portfolios"),  each of which issues a separate  class of shares and
has its own investment objective and policies.  The Trust was formed on November
27, 1991 and had no operations through June 18, 1992 other than those related to
organizational  matters and the sale and issuance of 10,000  shares of The Short
Duration  Portfolio to BlackRock  Financial  Management Inc. (the "Adviser") for
$100,000 on June 18, 1992. The Multi-Sector  Mortgage  Securities  Portfolio III
(the "Portfolio")  commenced investment operations on October 6, 1994. The Short
Duration  Portfolio  and The Core Fixed Income  Portfolio  commenced  investment
operations on July 17, 1992 and December 9, 1992, respectively.

    As of March 31, 1996 99.98% of the shares of capital  stock of the Portfolio
are owned by Ameritech Pension/VEBA Trust.

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

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

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

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



                                       10
<PAGE>

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

    Options,  when used by the Trust,  help in maintaining a targeted  duration.
Duration is a measure of the price  sensitivity  of a security or a portfolio to
relative changes in interest rates. For instance, a duration of "one" means that
a portfolio's or a security's price would be expected to change by approximately
one percent  with a one percent  change in interest  rates,  while a duration of
five  would  imply  that the price  would  move  approximately  five  percent in
relation to a one percent change in interest rates.

    Option selling and  purchasing is used by the Trust to  effectively  "hedge"
more  volatile  positions  so that  changes in interest  rates do not change the
duration of the portfolio  unexpectedly.  In general,  the Trust uses options to
hedge a long or short position or an overall portfolio that is longer or shorter
than the benchmark security. A call option gives the purchaser of the option the
right (but not  obligation)  to buy, and  obligates the seller to sell (when the
option is exercised),  the underlying position at the exercise price at any time
or at a specified time during the option  period.  A put option gives the holder
the right to sell and  obligates the writer to buy, the  underlying  position at
the exercise  price at any time or at a specified time during the option period.
Put  options can be  purchased  to  effectively  hedge a position or a portfolio
against price  declines if a portfolio is long. In the same sense,  call options
can be purchased to hedge a portfolio that is shorter than its benchmark against
price  changes.  The Trust can also sell (or write) covered call options and put
options to hedge portfolio positions.

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

Financial  Futures  Contracts:  A futures  contract is an agreement  between two
parties to buy or sell a financial  instrument for a set price on a future date.
Initial margin deposits are made upon entering into futures contracts and can be
either cash or securities.  During the period that the futures contract is open,
changes in the value of the  contract  are  recognized  as  unrealized  gains or
losses by  "marking-to-market"  on a daily basis to reflect the market  value of
the contract at the end of each day's  trading.  Variation  margin  payments are
made or  received,  depending  upon  whether  unrealized  gains  or  losses  are
incurred. When the contract is closed, the Trust records a realized gain or loss
equal to the  difference  between the proceeds from (or the cost of) the closing
transaction and the Trust's basis in the contract.


                                       11
<PAGE>

    Financial futures  contracts,  when used by the Trust, help in maintaining a
targeted  duration.  Futures  contracts  can be sold to  effectively  shorten an
otherwise  longer  duration  portfolio.  Duration  is a  measure  of  the  price
sensitivity of a security or a portfolio to relative  changes in interest rates.
For instance, a duration of "one" means that a portfolio's or a security's price
would be expected  to change by  approximately  one  percent  with a one percent
change in interest rates,  while a duration of "five" would imply that the price
would move  approximately  five  percent in relation to a one percent  change in
interest  rates.  In the same  sense,  futures  contracts  can be  purchased  to
lengthen a portfolio that is shorter than its duration  target.  Thus, by buying
or selling futures  contracts,  the Trust can effectively  "hedge" more volatile
positions  so that  changes  in  interest  do not  change  the  duration  of the
portfolio unexpectedly.

    The Trust may  invest  in  financial  futures  contracts  primarily  for the
purpose of hedging its existing  portfolio  securities or  securities  the Trust
intends  to  purchase  against  fluctuations  in  value  caused  by  changes  in
prevailing market interest rates, or for risk management, duration management or
other portfolio  management  purposes.  Should interest rates move unexpectedly,
the Trust may not achieve the  anticipated  benefits  of the  financial  futures
contracts and may realize a loss. The use of futures  transactions  involves the
risk of imperfect  correlation  in movements in the price of futures  contracts,
interest  rates and the underlying  hedged assets.  The Trust is also at risk of
not being  able to enter into a closing  transaction  for the  futures  contract
because of an illiquid secondary market. In addition,  since futures are used to
shorten or lengthen a portfolio's  duration,  there is a risk that the portfolio
may have  temporarily  performed  better without the hedge or that the Trust may
lose  the  opportunity  to  realize  appreciation  in the  market  price  of the
underlying positions.

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

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

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

Note 2.  Agreements

    The  Trust has an  Investment  Advisory  Agreement  with the  Adviser  which
provides that the  Portfolio  will pay to the Adviser for its services a monthly
fee in an amount  equal to .25% of  average  daily net  assets on an  annualized
basis.  The Adviser has agreed to waive a portion of its  advisory  fee from the
Portfolio  to the extent  that the  expenses  of the  Portfolio  exceed  .37% of
average daily net assets.  For the nine months ended March 31, 1996, the Adviser
waived  $3,652 of its fee. The Trust has also  entered  into an  Administration,
Transfer Agent and Custodian  Agreement with PFPC Inc. (a wholly owned corporate
subsidiary of PNC Bank, NA)



                                       12
<PAGE>

and PNC Bank NA. PFPC and PNC Bank NA will  receive an annual fee of .09% of the
Portfolio's average daily net asset value.

    Pursuant to the agreements,  the Adviser provides continuous  supervision of
the investment portfolio and pays the compensation of officers of the Trust, who
are  affiliated  persons of the  Adviser.  The Trust  bears all other  costs and
expenses. The Adviser has agreed that, in any fiscal year, it will reimburse the
Trust for  expenses  (including  the fees of the  Adviser but  excluding  taxes,
interest,  brokerage fees, commissions,  litigation and indemnification expenses
and other  extraordinary  expenses)  that  exceed the most  restrictive  expense
limitation imposed by state securities commissions. The most restrictive expense
limitation  is 2 1/2% of the average  value of the Trust's net assets during the
year up to $30  million,  2% of the next $70 million of average net assets and 1
1/2%  thereafter.  Such expense  reimbursement,  if any,  will be estimated  and
accrued daily. No expense  reimbursement was required due to such limitation for
the nine months ended March 31, 1996.

    The  Trust  has  entered  into  a  Distribution   Agreement  with  Provident
Distributors,   Inc.  (the   "Distributor").   Pursuant  to  the  terms  of  the
Distribution Agreement,  the Distributor serves as the principal underwriter and
distributor  of the Trust's  shares,  and in that  capacity  makes a  continuous
offering of the Trust's  shares and bears the costs and expenses of printing and
distributing  any copies of any  prospectuses and annual and interim reports for
the Trust  (after such items have been  prepared and set in type) which are used
in connection  with the offering of shares to  securities  dealers or investors,
and the cost and  expenses of  preparing,  printing and  distributing  any other
literature  used by the  Distributor  or furnished  by it for use by  securities
dealers in  connection  with the  offering of the shares for sale to the public.
There is no fee payable by the Trust pursuant to the Distribution Agreement, and
there is no sales or redemption charge. The Distribution  Agreement provides for
indemnification by the Trust of the Distributor, its partners, employees, agents
and  affiliates  for  liabilities  incurred  by them in  connection  with  their
services  to the Trust,  subject  to certain  limitations  and  conditions.  The
continuance of the Distribution Agreement must be approved in the same manner as
the Investment Advisory Agreement, and the Distribution Agreement will terminate
automatically if assigned by either party thereto and is terminable with respect
to any  Portfolio at any time without  penalty by the Rule 12b-1  Directors  (as
defined  below)  or by vote  of a  majority  of the  outstanding  shares  of the
Portfolio  (as such term is defined in the  Investment  Company Act) on not more
than 60 days' nor less than 30 days' written  notice to the  Distributor  and by
the Distributor on like notice to the Trust.

    The Trust has adopted a  Distribution  and  Stockholder  Servicing Plan (the
"Plan")  pursuant to Rule 12b-1  under the  Investment  Company Act  pursuant to
which the Adviser is  permitted to use a portion of the advisory fee it receives
from the Trust to promote the  distribution of the Trust's shares and to enhance
the provision of  stockholder  services.  The Plan was approved by a majority of
(i) the  directors of the Trust and (ii) the  directors of the Trust who are not
interested  persons  of the Trust and who have no direct or  indirect  financial
interest in the  operation of the Plan or in any  agreement  related to the Plan
(Rule  12b-1  Directors).  The  Plan  permits  the  Adviser  to pay  fees to the
Distributor.  The  Trust is not  required  or  permitted  under the Plan to make
payments  over and above the amount of the  advisory  fee to promote the sale of
its  shares;  the Plan  merely  permits  the  reallocation  of a portion  of the
advisory fee the Adviser receives to pay for distribution-related activities.

    From amounts received by it under the Plan, the Distributor is authorized to
make payments to securities  dealers with which the Distributor has entered into
solicitation  fee agreements.  The Distributor may also use a portion of the fee
it receives under the Plan to cover the Distributor's cost of marketing services
and advertising on behalf of the Portfolios and to compensate  institutions  who
perform support services that would otherwise be performed by the Trust or its


                                       13
<PAGE>

agent.   These  support  services  may  include  providing  such  office  space,
equipment,  telephone  facilities  and various  personnel as may be necessary or
beneficial to establish and maintain stockholders' accounts and records, process
purchase and  redemption  transactions,  answer  routine  client  inquiries  and
provide such other services to the Trust as may reasonably be requested.

    The  Plan  will  continue  from  year  to  year,  provided  that  each  such
continuance  is approved at least  annually by a vote of the Board of Directors,
including  a  majority  vote of the Rule  12b-1  Directors,  cast in person at a
meeting  called for the purpose of voting on such  continuance.  The Plan may be
terminated with respect to any Portfolio at any time,  without  penalty,  by the
vote of a majority of the Rule 12b-1  Directors or by the vote of the holders of
a  majority  of the  outstanding  shares of the  Portfolio.  The Plan may not be
amended materially  without the approval of the Board of Directors,  including a
majority  of the Rule 12b-1  Directors,  cast in person at a meeting  called for
that purpose.  Any modification to the Plan which would materially  increase the
amount  of money  to be  spent by a  Portfolio  must  also be  submitted  to the
stockholders of the Portfolio for approval.

    Certain directors of the Trust who are not interested parties are paid a fee
for their services in the amount of $2,500 on an annual basis.

Note 3.  Portfolio Securities

    Purchases  and  sales  of  investment  securities,   other  than  short-term
investments  and dollar  rolls,  for the nine  months  ended March 31, 1996 were
$137,398,827 and $136,222,351 respectively.  The federal income tax basis of the
investments of the Portfolio at March 31, 1996 was $119,896,186 and accordingly,
as of March 31,  1996,  net  unrealized  appreciation  for  Federal  income  tax
purposes   aggregated  $906,308  of  which  $2,004,261  related  to  appreciated
securities and $1,097,953 related to depreciated securities.

    During  the nine  months  ended  March  31,  1996,  the Trust  entered  into
financial futures contracts.  Details of open contracts at March 31, 1996 are as
follows:

<TABLE>
<CAPTION>
      Number of                          Expiration     Value at            Value at        Unrealized Appreciation
      Contracts            Type             Date       Trade Date        March 31, 1996         (Depreciation)    
      ---------            ----          ----------    ----------        --------------         --------------
           <S>        <C>                   <C>        <C>                  <C>                   <C>
                      Short Positions:
            54        5 yr. T-Note          June       $5,809,125           $5,775,469              33,656
                                            1996

           262        10 yr. T-Note         June       28,456,625           28,533,438             (76,813)
                                            1996
                      Long Positions:
            50        2 yr. T-Note          June       10,448,281           10,360,938             (87,343)
                                            1996

           175        30 yr. T-Bond         June       19,493,750           19,507,031              13,281 
                                            1996                                                  ---------

                                                                                                  (120,167)
                                                                                                  =========
</TABLE>


Note 4.           Reverse Repurchase Agreements and Dollar Rolls

    Reverse Repurchase  Agreements:  The Trust may enter into reverse repurchase
agreements with qualified, third party broker-dealers as determined by and under
the  direction  of the  Trust's  Board of  Directors.  Interest  on the value of
reverse  repurchase  agreements  issued  and  outstanding  will  be  based  upon
competitive  market rates at the time of issuance.  At the time the Trust enters
into a reverse repurchase agreement, it will establish and maintain a segregated
account  with the  lender  containing  the  value of which at least  equals  the
principal amount of the


                                       14
<PAGE>

reverse repurchase transaction, including accrued interest.

Dollar  Rolls:  The Trust may enter into  dollar  rolls in which the Trust sells
securities  for delivery in the current  month and  simultaneously  contracts to
repurchase  substantially similar (same type, coupon and maturity) securities on
a specified future date.  During the roll period the Trust forgoes principal and
interest paid on the  securities.  The Trust will be compensated by the interest
earned on the cash  proceeds  of the  initial  sale and by the lower  repurchase
price at the future date. There were no dollar roll transactions during the nine
months ended March 31, 1996.

Note 5.           Capital

    The  Trust is  authorized  to issue 2 billion  shares  of  $.0001  par value
capital stock in or more classes or series. The Portfolio is authorized to issue
1 million  shares.  Of the 115,331 shares of the Portfolio  outstanding at March
31, 1996, the Advisor owned 25 shares.

Transactions in shares were as follows:
<TABLE>
<CAPTION>

                                                                  Nine Months             October 6, 1994 *
                                                                     Ended                    Through
                                                                March 31, 1996             June 30, 1995
                                                                --------------             ---------------- 
<S>                                                                   <C>                     <C>    
Shares subscribed .......................................             ---                     100,000

Shares issued in connection with the reinvestment
of dividends and distributions ..........................            9,740                      5,591
                                                                     -----                      -----
                                                                     9,740                    105,591
Shares redeemed .........................................             ---                           0
                                                                     -----                      -----
Net Increase ............................................            9,740                    105,591
                                                                     =====                    =======
*Commencement of investment operations
</TABLE>


Note 6. Dividends

    Subsequent to March  31,1996 the Board of Directors of the Trust  declared a
dividend from  undistributed  earnings of $6.51565 per share,  payable April 30,
1996 to shareholders of record on April 30, 1996.


Note 7. Subsequent Event

    On September 28, 1995,  and September 29, 1995,  respectively,  the Board of
Directors  of the  Trust  and the Board of  Directors  of the PNC Fund  ("PNC"),
including all of the non-  interested  members of each Board,  approved an asset
purchase  agreement  between  PNC and  the  BFM  Institutional  Trust  Inc.  the
Multi-Sector Mortgage Securities Portfolio III ("BIT-III"). The agreement, which
was  approved  by BIT  shareholders  on  December  20,  1995,  provides  for the
acquisition by PNC of all the assets and  liabilities of BIT-III in exchange for
shares  of the  PNC  Multi-Sector  Mortgage  Securities  Portfolio  III  and the
distribution of the PNC shares to the  shareholders of BIT-III in liquidation of
the Portfolio.  On January 12, 1996, PNC was renamed  Compass  Capital Fund. The
Acquisition  occurred on April 25,  1996,  at which time  Compass  Capital  Fund
Multi-Sector Mortgage Securities Portfolio III acquired the Assets of BIT-III.


                                       15
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


The Shareholders and Board of Directors of
The Multi-Sector  Mortgage Securities Portfolio III of the BFM Institutional
Trust Inc.:

    We have audited the accompanying  statement of assets and liabilities of The
Multi-Sector  Mortgage  Securities  Portfolio III of The BFM Institutional Trust
Inc.,  including the  portfolio of  investments,  as of March 31, 1996,  and the
related  statements of operations  for the nine months ended March 31, 1996, and
of  changes  in net assets for the  periods  October  4, 1994  (commencement  of
operations)  through June 30, 1995 and for the nine months ended March 31, 1996,
and the financial  highlights for the periods October 6, 1994  (commencement  of
investment operations) through June 30, 1995 and for the nine months ended March
31,  1996.  These  financial   statements  and  financial   highlights  are  the
responsibility of the Trust's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

    We conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1996, by correspondence  with the custodian and brokers;  where replies were
not received from brokers, we performed other auditing procedures. 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 audits  provide a  reasonable  basis for our
opinion.

    In our opinion,  such financial  statements and financial highlights present
fairly,  in all material  respects,  the financial  position of The Multi-Sector
Mortgage  Securities  Portfolio  III of The BFM  Institutional  Trust Inc. as of
March 31, 1996, the results of its operations, the changes in its net assets and
the financial  highlights for the respective stated periods,  in conformity with
generally accepted accounting principles.


Deloitte & Touche LLP

New York, New York
May 22, 1996


                                       16
<PAGE>

                                   The BFM Institutional Trust Inc.
                                               Glossary


<TABLE>
<S>                                <C>
Adjustable Rate                    Mortgage instruments with interest rates that adjust at periodic intervals at a fixed
Mortgage-Backed                    amount relative to the market levels of interest rates as reflected in specified
Securities (ARMs):                 indexes.  ARMS are backed by mortgage loans secured by real property.


Asset-Backed Securities:           Securities backed by various types of receivables such as automobile and credit
                                   card receivables.

Collateralized Mortgage            Mortgage-backed securities which separate mortgage pools into short-medium-,
Obligations (CMOs):                and long-term securities with different priorities for receipt of principal and
                                   interest.  Each class is paid a fixed or floating rate of interest at regular intervals.
                                   Also known as multiple-class mortgage pass-throughs.

Dividend:                          This is income generated by securities in a portfolio and distributed to shareholders
                                   after the deduction of expenses.  This Trust declares dividends daily and pays
                                   dividends on a monthly basis.

Dividend Reinvestment:             Shareholders may elect to have all distributions of dividends and capital gains
                                   automatically reinvested into additional shares of the Trust.

FHA:                               Federal Housing Administration, a government agency that facilitates a secondary
                                   mortgage market by providing an agency that guarantees timely payment of
                                   interest and principal on mortgages.

FHLMC:                             Federal Home Loan Mortgage Corporation, a publicly owned, federally chartered
                                   corporation that facilitates a secondary mortgage market by purchasing mortgages
                                   from lenders such as savings institutions and reselling them to investors by means
                                   of mortgage-backed securities.  Obligations of FHLMC are not guaranteed by the
                                   U.S. government, however; they are backed by FHLMC's authority to borrow
                                   from the U.S. government.  Also known as Freddie Mac.

FNMA:                              Federal National Mortgage Association, a publicly owned, federally chartered
                                   corporation that facilitates a secondary mortgage market by purchasing mortgages
                                   from lenders such as savings institutions and reselling them to investors by means
                                   of mortgage-backed securities.  Obligations of FNMA are not guaranteed by the
                                   U.S. government, however; they are backed by FNMA's authority to borrow from
                                   the U.S. government.  Also known as Fannie Mae.

GNMA:                              Government National Mortgage Association, a government agency that facilitates
                                   a secondary mortgage market by providing an agency that guarantees timely
                                   payment of interest and principal on mortgages.  GNMA's obligations are
                                   supported by the full faith and credit of the U.S. Treasury.  Also known as Ginnie
                                   Mae.

</TABLE>



                                       17
<PAGE>

                                   The BFM Institutional Trust Inc.
                                               Glossary
<TABLE>
<S>                                <C>
Government Securities:             Securities issued or guaranteed by the U.S. government, or one of its agencies
                                   or instrumentalities, such as GNMA (Government National Mortgage Association),
                                   FNMA (Federal National Mortgage Association) and FHLMC (Federal Home
                                   Loan Mortgage Corporation).

Interest-Only Securities           Mortgage securities that receive only the interest cash flows from an underlying
(I/O):                             pool of mortgage loans or underlying pass-through securities.  Also known as a
                                   Strip.

Mortgage Dollar Rolls:             A mortgage dollar roll is a transaction in which the Trust sells mortgage-backed
                                   securities for delivery in the current month and simultaneously contracts to
                                   repurchase substantially similar (although not the same) securities on a specified
                                   future date.  During the "roll" period, the Trust does not receive principal and
                                   interest payments on the securities, but is compensated for giving up these
                                   payments by the difference in the current sales price (for which the security is
                                   sold) and lower price that the Trust pays for the similar security at end date as
                                   well as the interest earned on the cash proceeds of the initial sale.

Mortgage Pass-Throughs:            Mortgage-backed securities issued by Fannie Mae, Freddie Mac or Ginnie Mae.

Multiple-Class
Pass-Throughs:                     See Collateralized Mortgage Obligations.

Net Asset Value (NAV):             Net asset value is the total market value of all securities and other assets held by
                                   the Trust, plus income accrued on its investments, minus any liabilities including
                                   accrued expenses, divided by the total number of outstanding shares.  It is the
                                   underlying value of a single share on a given day.  Net asset value for the Trust
                                   is calculated daily and published in The New York Times and The Wall Street
                                   Journal.

Open-End Fund:                     Investment vehicle which continually offers its shares to the public at net asset
                                   value and redeems its shares anytime at the prevailing net asset value.  The fund
                                   invests in a portfolio of securities in accordance with its stated investment
                                   objectives and policies.

Principal-Only                     Mortgage securities that receive only the principal cash flows from an underlying
Securities (P/O):                  pool of mortgage loans of underlying pass-through securities, also known as a
                                   strip.

Project Loans:                     Mortgages for multi-family, low to middle income housing.

REMIC:                             Real Estate Mortgage Investment Conduit, a multiple-class security backed by
                                   mortgage-backed securities or whole mortgage loans and formed as a trust,
                                   corporation, partnership, or segregated pool of assets that elects to be treated as
                                   a REMIC for federal tax purposes.  Generally, Fannie Mae REMICs are formed
                                   as trusts and are backed by mortgage-backed securities.

</TABLE>

                                       18
<PAGE>

                                   The BFM Institutional Trust Inc.
                                               Glossary

<TABLE>
<S>                                <C>
Reverse Repurchase                 In a reverse repurchase agreement, the Trust sells securities and agrees to
Agreements:                        repurchase them at a mutually agreed date and price.  During this time, the Trust
                                   continues to receive the principal and interest payments from that security.  At the
                                   end of the term, the Trust receives the same securities that were sold for the same
                                   initial dollar amount plus interest on the cash proceeds of the initial sale.

Residuals:                         Securities issued in connection with collateralized mortgage obligations that
                                   generally represent the excess cash flow from the mortgage assets underlying the
                                   CMO after payment of principal and interest on the other CMO securities and
                                   related administrative expenses.


Strip Mortgage-                    Arrangements in which a pool of assets is separated into two classes that receive
Backed Securities                  different proportions of the interest and principal distribution from underlying
                                   mortgage-backed securities.  IO's and PO's are examples of strips.

</TABLE>







                                       19
<PAGE>


                      BLACKROCK FINANCIAL MANAGEMENT, INC.
                           SUMMARY OF CLOSED-END FUNDS
<TABLE>
<CAPTION>

Taxable Trusts                                                                                         
- ------------------------------------------------------------------------------------------------------
                                                                                             Maturity
                                                                       Stock Symbol             Date   
Perpetual Trusts
<S>                                                                          <C>                <C>
The BlackRock Income Trust Inc.  ...............................             BKT                  N/A
The BlackRock North American Government Income Trust Inc.  .....             BNA                  N/A

Term Trusts
The BlackRock 1998 Term Trust Inc.  ............................             BBT                12/98
The BlackRock 1999 Term Trust Inc.  ............................             BNN                12/99
The BlackRock Target Term Trust Inc.  ..........................             BTT                12/00
The BlackRock 2001 Term Trust Inc.  ............................             BLK                06/01
The BlackRock Strategic Term Trust Inc.  .......................             BGT                12/02
The BlackRock Investment Quality Term Trust Inc.  ..............             BQT                12/04
The BlackRock Advantage Term Trust Inc.  .......................             BAT                12/05
The BlackRock Broad Investment Grade 2009 Term Trust Inc.  .....             BCT                12/09


Tax-Exempt Trusts                                                                                  
- ------------------------------------------------------------------------------------------------------
                                                                                             Maturity
                                                                       Stock Symbol             Date   

Perpetual Trusts
The BlackRock Investment Quality Municipal Trust Inc.  .........             BKN                  N/A
The BlackRock California Investment Quality Municipal Trust Inc.             RAA                  N/A
The BlackRock Florida Investment Quality Municipal Trust.  .....             RFA                  N/A
The BlackRock New Jersey Investment Quality Municipal Trust Inc.             RNJ                  N/A
The BlackRock New York Investment Quality Municipal Trust Inc...             RNY                  N/A

Term Trusts
The BlackRock Municipal Target Term Trust Inc.  ................             BMN                12/06
The BlackRock Insured Municipal 2008 Term Trust Inc.  ..........             BRM                12/08
The BlackRock California Insured Municipal 2008 Term Trust Inc..             BFC                12/08
The BlackRock Florida Insured Municipal 2008 Term Trust.  ......             BRF                12/08
The BlackRock New York Insured Municipal 2008 Term Trust Inc....             BLN                12/08
The BlackRock Insured Municipal Term Trust Inc.  ...............             BMT                12/10
</TABLE>


                                         If would like further information
                                               please call BlackRock
                                            at (800) 227-7BFM (7236) or
                                       consult with your financial advisor.


                                       20
<PAGE>

                      BLACKROCK FINANCIAL MANAGEMENT, INC.
                                   AN OVERVIEW


    BlackRock Financial Management, Inc. (BlackRock), is a registered investment
adviser which specializes in managing high quality fixed income securities, both
taxable and tax-exempt. BlackRock currently manages approximately $34 billion of
assets across the government,  mortgage,  corporate and municipal sectors. These
assets are  managed  on behalf of  institutional  and  individual  investors  in
twenty-one  closed-end funds traded on either the New York Stock Exchange or the
American Stock Exchange,  and several  open-end funds and over 80  institutional
clients in the United States and overseas.  BlackRock's  institutional  investor
base includes Chrysler  Corporation Master Retirement Trust,  General Retirement
System of the City of Detroit,  State  Treasurer of Florida,  Ford Motor Company
Pension  Plan,  General  Electric  Pension Trust and Unisys  Corporation  Master
Trust.

    BlackRock was formed in April 1988 by fixed income  professionals who sought
to create  an asset  management  firm  specializing  in  managing  fixed  income
securities for individual and  institutional  investors.  The  professionals  at
BlackRock have extensive experience creating, analyzing and trading a variety of
fixed income instruments,  including the most complex structured securities.  In
fact, individuals at BlackRock are responsible for many of the major innovations
in the  mortgage-backed  and  asset-backed  securities  markets,  including  the
creation of the CMO, the floating rate CMO, the senior/subordinated pass-through
and the multi-class asset-backed security.

    BlackRock  is  unique  among  asset  management  and  advisory  firms in the
significant  emphasis it places on the  development  of  proprietary  analytical
capabilities.  A quarter of the professionals at BlackRock work full-time in the
design,  maintenance  and use of such systems  which are otherwise not generally
available to investors.  BlackRock's  proprietary  analytical tools are used for
evaluating,  investing in and designing investment  strategies and portfolios of
fixed  income  securities,   including  mortgage   securities,   corporate  debt
securities or tax-exempt securities and a variety of hedging instruments.

    BlackRock  has  developed  investment  products  which respond to investors'
needs and has been  responsible  for several  major  innovations  in  closed-end
funds.  BlackRock  introduced  the first  closed-end  mortgage  fund,  the first
taxable  and  tax-exempt  closed-end  funds to offer a finite  term,  the  first
closed-end  fund to  achieve a AAA rating by  Standard  & Poor's,  and the first
closed-end  fund to invest  primarily in North American  Government  securities.
BlackRock's  closed-end funds currently have dividend  reinvestment  plans which
are  designed  to  provide  an  ongoing  source of  demand  for the stock in the
secondary market. BlackRock manages a ladder of alternative investment vehicles,
with each fund having specific investment objectives and policies.

    In view of our  continued  desire to  provide a high level of service to all
our shareholders, BlackRock maintains a toll-free number for your questions. The
number is (800) 227-7BFM (7236).  We encourage you to call us with any questions
you may have about your BlackRock  funds and thank you for your continued  trust
you place in our abilities.


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Directors
Kent Dixon
Frank J. Fabozzi
James Grosfeld, Chairman

Officers
Richard E. Cavanagh, President,
   Treasurer and Secretary

Investment Adviser
BlackRock Financial Management, Inc.
345 Park Avenue
New York, NY 10154
(800) 227-7BFM

Independent Auditors
Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281-1434

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






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


The BFM Institutional Trust Inc.
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
(800)227-7BFM




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