BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC
DEF 14A, 2000-03-31
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                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the  registrant |X|
Filed by a party other than the registrant |_|
Check the  appropriate  box:
|_|  Preliminary  proxy  statement
|X|  Definitive  proxy  statement
|_|  Definitive  additional  materials
|_|  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

         The BlackRock California Insured Municipal 2008 Term Trust Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
                                 Not Applicable
- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
    |X|  No fee required.
    |_|  Fee computed on table below per Exchange Act Rules 14a-(i)(4) and 0-11.
    (1)  Title of each class of securities to which transaction applies:
                   Common Stock, par value $0.01 per share and
                     Auction Rate Municipal Preferred Stock,
                    liquidation preference $25,000 per share.
- --------------------------------------------------------------------------------

    (2)  Aggregate number of securities to which transactions applies:

        10,407,093 shares of Common Stock, par value $0.01 per share and
             3,120 shares of Auction Rate Municipal Preferred Stock,
                    liquidation preference $25,000 per share.
- --------------------------------------------------------------------------------
    (3)  Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11:
                                       N/A
- --------------------------------------------------------------------------------

    (4)  Proposed maximum aggregate value of transaction:
                                       N/A
- --------------------------------------------------------------------------------

    (5)  Total fee paid:
                                       N/A
- --------------------------------------------------------------------------------

    |_|  Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
    (1)  Amount previously paid:

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

    (2)  Form, schedule or registration statement no.:

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

    (3)  Filing party:

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

    (4)  Date filed:

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

<PAGE>


[GRAPHIC OMITTED]


         THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC. ("BKN")
          THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC. ("BRM")
    THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC. ("BFC")
        THE BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST ("BRF")
     THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC. ("BLN")
       THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST INC. ("BCT")
                             800 SCUDDERS MILL ROAD
                          PLAINSBORO, NEW JERSEY 08536


                    THE BLACKROCK INCOME TRUST INC. ("BKT")
                     THE BLACKROCK HIGH YIELD TRUST ("BHY")
                  THE BLACKROCK TARGET TERM TRUST INC. ("BTT")
            THE BLACKROCK INVESTMENT QUALITY TERM TRUST INC. ("BQT")
                THE BLACKROCK ADVANTAGE TERM TRUST INC. ("BAT")
             THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC. ("BMN")
    THE BLACKROCK CALIFORNIA INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RAA")
        THE BLACKROCK FLORIDA INVESTMENT QUALITY MUNICIPAL TRUST ("RFA")
    THE BLACKROCK NEW JERSEY INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RNJ")
     THE BLACKROCK NEW YORK INVESTMENT QUALITY MUNICIPAL TRUST INC. ("RNY")
                              GATEWAY CENTER THREE
                              100 MULBERRY STREET
                            NEWARK, NEW JERSEY 07102



            THE BLACKROCK INSURED MUNICIPAL TERM TRUST INC. ("BMT")
          THE BLACKROCK 2001 TERM TRUST INC. ("BTM"-PREVIOUSLY "BLK")
                          1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019


                THE BLACKROCK STRATEGIC TERM TRUST INC. ("BGT")
                             TWO WORLD TRADE CENTER
                            NEW YORK, NEW YORK 10048


          THE BLACKROCK PENNSYLVANIA STRATEGIC MUNICIPAL TRUST ("BPS")
                THE BLACKROCK STRATEGIC MUNICIPAL TRUST ("BSD")
                              400 BELLEVUE PARKWAY
                              WILMINGTON, DE 19809

                               ----------------
                 NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
                               ----------------
                           TO BE HELD ON MAY 18, 2000

<PAGE>

To the Stockholders of BKN, BRM, BFC, BRF, BLN, BCT, BKT, BHY, BTT, BQT, BAT,
BMN, RAA, RFA, RNJ, RNY, BMT, BTM, BGT, BPS and BSD (collectively, the
"Trusts"):

     The Joint Annual Meeting of Stockholders of the Trusts will be held at One
Seaport Plaza, New York, New York on May 18, 2000 at 10:00 a.m. (New York Time)
for the following purposes:

     1.   With respect to BHY, BKN, BRM, BFC, BRF, BLN, BTT and BTM, to elect
          two Directors (Trustees for BRF) and with respect to BCT, BKT, BQT,
          BAT, BMN, RAA, RFA, RNJ, RNY, BMT and BGT, to elect three Directors
          (Trustees for RFA) and each to hold office for the term indicated
          until his successor shall have been elected and qualified; with
          respect to BPS and BSD to elect eight Trustees, each to hold office
          for the term indicated and until his successor shall have been elected
          and qualified;

     2.   To consider and act upon the ratification of the selection of Deloitte
          & Touche LLP as independent auditors of each of the Trusts for the
          fiscal year ending June 30, 2000 with respect to BTM, for the fiscal
          year ending October 31, 2000 with respect to BKN, BCT, RAA, RFA, RNJ,
          RNY, BHY and BKT for the fiscal year ending December 31, 2000 with
          respect to BRM, BLN, BFC, BRF, BTT, BAT, BGT, BMN, BQT, BPS, BSD and
          BMT;

     3.   To transact such other business as may properly come before the
          meeting or any adjournments thereof.

     THE BOARD OF DIRECTORS OR TRUSTEES (THE "BOARD") OF EACH TRUST RECOMMENDS
THAT YOU VOTE "FOR" PROPOSALS ONE AND TWO.

     We encourage you to contact BlackRock at (800) 227-7BFM (7236) if you have
any questions.

     The stock transfer books will not be closed, but in lieu thereof, the
respective Board of Directors or Trustees have fixed the close of business on
February 29, 2000 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting.



                                                  By order of the respective
                                                  Board of Directors or Trustees



                                                  Karen H. Sabath, Secretary


New York, New York
March 31, 2000


- --------------------------------------------------------------------------------
 IT  IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY
 PROXY;  IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
 AND  RETURN  THE  APPROPRIATE  ENCLOSED  PROXY  OR  PROXIES IN THE ACCOMPANYING
 ENVELOPE  PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN
 THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE>

             THE BLACKROCK INVESTMENT QUALITY MUNICIPAL TRUST INC.
              THE BLACKROCK INSURED MUNICIPAL 2008 TERM TRUST INC.
        THE BLACKROCK CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC.
            THE BLACKROCK FLORIDA INSURED MUNICIPAL 2008 TERM TRUST
         THE BLACKROCK NEW YORK INSURED MUNICIPAL 2008 TERM TRUST INC.
           THE BLACKROCK BROAD INVESTMENT GRADE 2009 TERM TRUST INC.
                             800 SCUDDERS MILL ROAD
                          PLAINSBORO, NEW JERSEY 08536


                        THE BLACKROCK INCOME TRUST INC.
                         THE BLACKROCK HIGH YIELD TRUST
                      THE BLACKROCK TARGET TERM TRUST INC.
                THE BLACKROCK INVESTMENT QUALITY TERM TRUST INC.
                    THE BLACKROCK ADVANTAGE TERM TRUST INC.
                 THE BLACKROCK MUNICIPAL TARGET TERM TRUST INC.
        THE BLACKROCK CALIFORNIA INVESTMENT QUALITY MUNICIPAL TRUST INC.
           THE BLACKROCK FLORIDA INVESTMENT QUALITY MUNICIPAL TRUST
        THE BLACKROCK NEW JERSEY INVESTMENT QUALITY MUNICIPAL TRUST INC.
         THE BLACKROCK NEW YORK INVESTMENT QUALITY MUNICIPAL TRUST INC.
                              GATEWAY CENTER THREE
                              100 MULBERRY STREET
                            NEWARK, NEW JERSEY 07102


                THE BLACKROCK INSURED MUNICIPAL TERM TRUST INC.
                       THE BLACKROCK 2001 TERM TRUST INC.
                          1285 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019


                    THE BLACKROCK STRATEGIC TERM TRUST INC.
                             TWO WORLD TRADE CENTER
                           NEW YORK, NEW YORK 10048


              THE BLACKROCK PENNSYLVANIA STRATEGIC MUNICIPAL TRUST
                    THE BLACKROCK STRATEGIC MUNICIPAL TRUST
                              400 BELLEVUE PARKWAY
                              WILMINGTON, DE 19809
                               ----------------
                             JOINT PROXY STATEMENT
                               ----------------
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON MAY 18, 2000

                                       1
<PAGE>

                                  INTRODUCTION

     This joint proxy statement is furnished in connection with the solicitation
by the  respective  Board  of  Directors  or  Trustees,  as the case may be (the
"Board"),  of each of the  Trusts of  proxies  to be voted at the  Joint  Annual
Meeting of Stockholders or Shareholders,  as the case may be, (the "Meeting") of
the Trusts to be held at One Seaport Plaza,  New York, New York, on May 18, 2000
at 10:00 a.m. (New York Time), and at any adjournments thereof, for the purposes
set forth in the  accompanying  Notice of Joint Annual Meeting of  Stockholders.
Any such  adjournment  will  require the  affirmative  vote of a majority of the
shares  present in person or by proxy to be voted at the  Meeting.  The  persons
named as proxies will vote in favor of any such adjournment  those proxies which
instruct them to vote in favor of any of the  proposals.  Conversely,  they will
vote  against any such  adjournment  any  proxies  which  instruct  them to vote
against  the  proposals.  As used in the  Notice  of  Joint  Annual  Meeting  of
Stockholders and as used herein, the term "Directors" shall include Trustees and
the term  "Stockholders"  shall include  Shareholders where the use of the terms
"Trustees" or "Shareholders" would otherwise be appropriate.

     The Meeting is scheduled as a joint meeting of the respective  stockholders
of the  Trusts  because  the  stockholders  of all the Trusts  are  expected  to
consider  and vote on similar  matters.  The Board of each Trust has  determined
that the use of a joint Proxy  Statement for the Meeting is in the best interest
of each Trust's  stockholders.  In the event that any stockholder present at the
Meeting  objects to the holding of a joint meeting and moves for an  adjournment
of his  Trust's  meeting  to a time  immediately  after the  Meeting so that his
Trust's meeting may be held  separately,  the persons named as proxies will vote
in favor of such adjournment. Stockholders of each Trust will vote separately on
each of the  Proposals  relating to their Trust,  and an  unfavorable  vote on a
Proposal by the stockholders of one Trust will not affect the  implementation of
such a Proposal by another Trust if the Proposal is approved by the stockholders
of that Trust.

     The cost of  soliciting  proxies  will be borne  by each of the  Trusts  in
proportion  to the  amount of  proxies  solicited  on behalf of each  Trust.  In
addition, certain officers,  directors and employees of each of the Trusts, Dean
Witter InterCapital Inc., Prudential  Investments Fund Management LLC, Princeton
Administrators L.P. (formerly Middlesex Administrators L.P.,), Mitchell Hutchins
Asset Management Inc.,  BlackRock Advisors,  Inc., (the "Advisor") (none of whom
will receive additional  compensation therefor) may solicit proxies by telephone
or mail.  In addition,  certain of the Trusts may employ  Georgeson  Shareholder
Communications  Inc. pursuant to its standard  contract as proxy solicitor,  the
cost of  which  will be  borne  proportionately  by  each of the  Trusts  and is
estimated to be  approximately  $3,500 per Trust.  The Advisor is located at 400
Bellevue Parkway, Wilmington, Delaware 19809.

     All properly  executed  proxies received prior to the Meeting will be voted
at the Meeting in accordance with the  instructions  marked thereon or otherwise
as provided therein.  Abstentions will be counted as present but not voting with
respect to those proposals from which a stockholder  abstains.  Broker non-votes
will be treated as shares that are present for purposes of determining whether a
quorum is present and may be voted on Proposals 1 and 2. Unless  instructions to
the contrary are marked,  shares  represented by all properly  executed  proxies
will be voted "FOR"  Proposals one and two. Any proxy may be revoked at any time
prior to the exercise  thereof by submitting  another proxy bearing a later date
or by giving  written  notice to the Secretary of the  applicable  Trusts at the
applicable address indicated above or by voting in person at the Meeting.

     Some proposals require more votes than others to be approved.  With respect
to each of the Trusts an  affirmative  vote of a simple  majority  of the shares
present and voting at the meeting at which a quorum is


                                       2
<PAGE>

present  is  necessary  to  ratify  the  selection  of independent auditors. The
affirmative  vote of a plurality of the shares present at the meeting at which a
quorum is present is necessary to elect the Director nominees.

     The Board of each Trust knows of no business  other than that  specifically
mentioned in the Notice of Meeting which will be presented for  consideration at
the Meeting. If any other matters are properly presented, it is the intention of
the persons named in the enclosed proxy to vote thereon in accordance with their
best judgment.

     The Board of each Trust has fixed the close of  business  on  February  29,
2000, as the record date for the  determination  of  stockholders  of each Trust
entitled  to notice of and to vote at the  Meeting or any  adjournment  thereof.
Stockholders  of each  Trust on that date will be  entitled  to one vote on each
matter to be voted on by that Trust for each share  held and a  fractional  vote
with respect to fractional shares with no cumulative voting rights.

     The holders of any Trust's Auction Rate Municipal Preferred Stock will have
equal  voting  rights with the holders of that Trust's  common stock (i.e.,  one
vote per share),  and will vote  together  with the holders of common stock as a
single class on the  proposals  to elect  Directors  and ratify the  independent
accountants,  except that the holders of Auction Rate Municipal  Preferred Stock
of each Trust which is electing Class I or II directors at this meeting,  voting
separately as a class,  will elect two  Directors.  The two Directors  that have
been designated as representing  the holders of each respective  Trust's Auction
Rate Municipal Preferred Stock are Richard E. Cavanagh and Frank J. Fabozzi (see
"Proposal No. 1-Election of Directors," below).

     Pursuant to the rules promulgated by the Securities and Exchange Commission
the  following  table sets forth the  proposal to be voted on by each Trust with
auditors to be voted on by all Trusts.

                                   VOTE ON DIRECTORS
                           FUND     OF CLASS NUMBER
                       ---------------------------------
                            BRM            I
                            BFC            I
                            BRF            I
                            BLN            I
                            BKN            I
                            BCT           III
                            BMN            II
                            BHY            I
                            BTT            I
                            BAT           III
                            RAA           III
                            RFA           III
                            RNJ           III
                            RNY           III
                            BKT            II
                            BMT            II
                            BGT           III
                            BQT            II
                            BTM            I
                            BPS           All
                            BSD           All

                                       3
<PAGE>

     At the  close  of  business  on  February  29,  2000,  BRM had  outstanding
27,207,093 shares of Common Stock, par value $0.01 per share and 8,240 shares of
Auction Rate  Municipal  Preferred  Stock,  liquidation  preference  $25,000 per
share,  BLN had outstanding  11,257,093  shares of Common Stock, par value $0.01
per  share  and  3,420  shares  of  Auction  Rate  Municipal   Preferred  Stock,
liquidation  preference $25,000 per share, BFC had outstanding 10,407,093 shares
of Common  Stock,  par value  $0.01 per share and 3,120  shares of Auction  Rate
Municipal  Preferred Stock,  liquidation  preference  $25,000 per share, BRF had
outstanding 8,707,093 common shares of beneficial interest,  par value $0.01 per
share and 2,640 Auction Rate Municipal Preferred Shares of beneficial  interest,
liquidation  preference $25,000 per share, BKN had outstanding 16,707,093 shares
of Common  Stock,  par value  $0.01 per share and 5,200  shares of Auction  Rate
Municipal  Preferred Stock,  liquidation  preference  $25,000 per share, BCT had
outstanding 2,957,093 shares of Common Stock, par value $0.01 per share, BMN had
outstanding  45,410,639  shares of Common  Stock,  par value $0.01 per share and
9,000 shares of Auction Rate Municipal Preferred Stock,  liquidation  preference
$25,000 per share,  BHY had  outstanding  6,306,667  common shares of beneficial
interest,  par value $0.01 per share, BTT had outstanding  95,460,639  shares of
Common Stock, par value $0.01 per share, BAT had outstanding 9,510,667 shares of
Common Stock, par value $0.01 per share, RAA had outstanding 1,007,093 shares of
Common Stock, par value $0.01 per share and 300 shares of Auction Rate Municipal
Preferred Stock,  liquidation  preference $25,000 per share, RFA had outstanding
1,127,093  common shares of beneficial  interest,  par value $0.01 per share and
340 Auction Rate Municipal Preferred Shares of beneficial interest,  liquidation
preference  $25,000 per share,  RNJ had outstanding  1,007,093  shares of Common
Stock,  par  value  $0.01 per share and 300  shares of  Auction  Rate  Municipal
Preferred Stock,  liquidation  preference $25,000 per share, RNY had outstanding
1,307,093  shares of Common  Stock,  par value $0.01 per share and 392 shares of
Auction Rate  Municipal  Preferred  Stock,  liquidation  preference  $25,000 per
share,  BMT had outstanding  25,885,639  shares of Common Stock, par value $0.01
per  share  and  5,200  shares  of  Auction  Rate  Municipal   Preferred  Stock,
liquidation  preference $25,000 per share, BKT had outstanding 62,849,878 shares
of Common  Stock,  par value  $0.01 per share,  BGT had  outstanding  57,510,639
shares  of  Common  Stock,  par  value  $0.01  per  share,  BQT had  outstanding
36,810,640  shares  of  Common  Stock,  par  value  $0.01  per  share,  BTM  had
outstanding  142,010,583  shares of Common Stock, par value $0.01 per share, BPS
had outstanding 2,015,492 common shares of beneficial interest,  par value $.001
per  share  and 700  shares  of  Auction  Rate  Municipal  Preferred  shares  of
beneficial  interest,  liquidation  preference  $25,000  per  share  and BSD had
outstanding 7,241,931 common shares of beneficial interest,  par value $.001 per
share and 2,480 shares of Auction Rate Municipal  Preferred shares of beneficial
interest, liquidation preference $25,000 per share. For each Trust, the class or
classes of stock listed above are the only authorized class or classes of stock.

     The  principal  executive  offices of BRM,  BLN,  BFC, BRF, BCT and BKN are
located at 800 Scudders Mill Road,  Plainsboro,  New Jersey 08536, the principal
executive  offices of BMN,  BHY,  BTT,  BAT, RAA, RFA, RNJ, RNY, BKT and BQT are
located at Gateway Center Three, 100 Mulberry Street,  Newark, New Jersey 07102,
the  principal  executive  offices of BGT are located at Two World Trade Center,
New York,  New York 10048,  the principal  executive  offices of BMT and BTM are
located  at 1285  Avenue  of the  Americas,  New  York,  New York  10019 and the
principal  executive offices of BPS and BSD are located at 400 Bellevue Parkway,
Wilmington, DE 19809. The enclosed proxy or proxies and this proxy statement are
first being sent to the Trusts' stockholders on or about March 31, 2000.

     Each Trust will furnish, without charge, a copy of such Trust's most recent
Annual  Report and the most  recent  Semi-Annual  Report  succeeding  the Annual
Report,  if any,  to any  stockholder  upon  request,  provided  such  Annual or
Semi-Annual  Report is not enclosed  herein.  Requests should be directed to 400
Bellevue Parkway, Wilmington, DE 19809 (telephone number (800) 227-7BFM(7236)).


                                       4
<PAGE>

     As of  February  29,  2000,  to the  knowledge  of each  Trust,  no  person
beneficially  owned  more than 5% of any Trust,  except  that  5,533,200  of the
outstanding  common shares of BTT (or 5.8% of the outstanding common shares) are
held by Credit Suisse First Boston,  which is located at  Uetlibergstrasse  231,
P.O. Box 900, CH-8045 Zurich, Switzerland,  17,967,200 of the outstanding common
shares  of BTM (or  12.7%  of the  outstanding  common  shares)  are held by The
Progressive  Corporation,  which is located at 6300 Wilson Mills Road,  Mayfield
Village, OH 44143, 242,400 of the outstanding common shares of RAA (or 24.07% of
the outstanding  common shares) are jointly held by M.H.  Whittier  Corporation,
James E. Greene, Arlo G. Sorensen,  Michael J. Casey and Whittier Trust Company,
all of whom are located at 1600 Huntington  Drive,  South  Pasadena,  California
91030,  178,300  of the  outstanding  common  shares  of BCT  (or  6.03%  of the
outstanding  common shares) and 945,472 of the outstanding  common shares of BAT
(or 9.94% of the outstanding common shares) are held by Karpus Management,  Inc.
which is located at 14 Tobey  Village  Office Park,  Pittsford,  New York 14534,
3,526,800 of the  outstanding  common shares of BGT (or 6.1% of the  outstanding
common shares) and 11,254,600 of the  outstanding  common shares of BTM (or 7.9%
of the  outstanding  common  shares) are held by the Federal Home Loan  Mortgage
Corporation which is located at 8200 Jones Branch Drive, Mclean, Virginia 22102,
13,291,500 of the  outstanding  common shares of BTM (or 9.4% of the outstanding
common shares) are held by Tattersall  Advisory Group,  Inc. which is located at
6802 Paragon Place,  Suite 200, Richmond,  Virginia  23230-1655 and 8,034,880 of
the outstanding common shares of BGT (or 14.0% of the outstanding common shares)
are held by First Union Corporation  (formerly Tattersall Advisory Group, Inc.),
which  is  located  at  One  First  Union  Center,  Charlotte,   North  Carolina
28288-0137.


                                PROPOSAL NO. 1.

                             ELECTION OF DIRECTORS

     With respect to BHY,  BKN,  BRM, BFC, BRF, BLN, BTT and BTM at the Meeting,
Class I  Directors  will be elected to serve for a term of three years and until
their successors are elected and qualify.  With respect to BKT, BQT, BMN and BMT
and at the Meeting,  Class II  Directors  will be elected to serve for a term of
three years and until their successors are elected and qualify.  With respect to
BCT, BAT, RAA, RFA, RNJ, RNY and BGT, at the Meeting,  Class III Directors  will
be elected to serve for a term of three  years and until  their  successors  are
elected and qualify.  There are only two or three  nominees with respect to each
of the Trusts  because each Trust's Board is  classified  into three classes and
only one  class is being  elected  at the  Meeting.  The other  classes  will be
elected at subsequent  annual meetings of stockholders.  With respect to BPS and
BSD, at the Meeting,  eight Directors will be elected to serve for varying terms
of  one,  two or  three  years  as  indicated  below  by  Classes  I, II or III,
respectively, and until their successors are elected and qualified. In addition,
with  respect  to BTM,  BAT,  BCT and BGT,  respectively,  nominees  elected  as
Directors of BTM, BAT, BCT and BGT, respectively, will be appointed by BTM, BAT,
BCT  and  BGT,   respectively,   to  serve  as  Directors  of  their  respective
wholly-owned  subsidiaries,  BLK Subsidiary Inc.  ("BTMS"),  BAT Subsidiary Inc.
("BATS"), BCT Subsidiary Inc. ("BCTS") and BGT Subsidiary Inc. ("BGTS"), each of
which has identical investment objectives and policies to BTM, BAT, BCT and BGT,
respectively. For each of the Trusts, the affirmative vote of a plurality of the
shares  present at the Meeting at which a quorum is present is required to elect
the  nominees  representing  the common stock and for each Trust with a class of
Auction Rate Municipal  Preferred  Stock, the affirmative vote of a plurality of
the Auction Rate Municipal Preferred Stock shares of each Trust electing Class I
or II directors at this meeting  present at the Meeting is required to elect any
nominees


                                       5
<PAGE>

representing  the Auction Rate Municipal Preferred Stock. It is the intention of
the  persons named in the enclosed proxy to vote in favor of the election of the
persons  listed  below. The Board of Directors of each Trust recommends that you
vote "FOR" the nominees.

     The respective  Boards of Directors of the Trusts know of no reason why any
of the nominees  listed  below will be unable to serve,  but in the event of any
such  unavailability,  the proxies  received  will be voted for such  substitute
nominees as the respective Boards of Directors may recommend.

     Certain  information  concerning the nominees for each of the Trusts is set
forth below. All of the nominees are currently  Directors of each of the Trusts,
including BTMS, BATS, BCTS and BGTS, and have served in such capacity since each
of the Trusts  commenced  their  respective  operations  except that  Richard E.
Cavanagh  has served as Director  since his  appointment  by the Boards (of BKN,
BRM,  BFC,  BRF, BLN, BCT, BKT, BTT, BQT, BAT, BMN, RAA, RFA, RNJ, RNY, BMT, BTM
and BGT) on August 11, 1994 to fill a vacancy  and,  with  respect to BKT,  BQT,
BTT, BAT, BGT, BMN and BMT, James Clayburn  LaForce,  Jr. has served as Director
since his election at the Trusts'  annual  meeting of  stockholders  on June 19,
1992 and Walter F. Mondale, who was previously a Director of BKN, BRM, BFC, BLN,
BCT, BKT, BTT, BQT, BAT, BMN, BMT, BTM, BGT and Trustee of BRF from inception to
August 12, 1993, has served as Director since his election at the Trusts' annual
meeting of  stockholders on April 15, 1997. Each of the directors also serves as
a director of The BlackRock North American Government Income Trust Inc. ("BNA"),
a closed-end  registered investment company advised by the Advisor. In addition,
Mr. Fink serves as a director of Anthracite  Capital,  Inc. and he serves on the
Board of Advisory  Directors  for Magnetite  Asset  Investors  L.L.C.  Except as
indicated,  each  individual  has held the office shown or other  offices in the
same company for the last five years. The "interested"  Directors (as defined by
Section  2(a)(19) of the  Investment  Company Act of 1940) are  indicated  by an
asterisk(*).  Unless  specified  otherwise  below,  the business  address of the
Directors and officers of each of the Trusts and the Advisor is 345 Park Avenue,
New York, New York 10154 and 400 Bellevue Parkway,  Wilmington,  Delaware 19809,
respectively.

                                                                 TRUST    % OF
                                                                 SHARES  SHARES
                            PRINCIPAL OCCUPATIONS OR             OWNED     OUT
NAME AND AGE               EMPLOYMENT IN PAST 5 YEARS             (*)   STANDING
- --------------------  -----------------------------------        ------ --------
Andrew F. Brimmer     President  of  Brimmer  &  Company,   BKT    110     (1)
4400 MacArthur Blvd   Inc.,  a   Washington,   D.C.-based   BTT     10
N.W. Suite 302        economic and  financial  consulting   BAT     10
Washington, DC 20007  firm.   Director   of   CarrAmerica   BGT     10
 Age: 73              Realty  Corporation and Borg-Warner   BMN     10
Class III (**)        Automotive.  Formerly member of the   BMT     10
                      Board of  Governors  of the Federal   BRM     10
                      Reserve System.  Formerly  Director   BKN     10
                      of  AirBorne  Express,  BankAmerica   BCT     20
                      Corporation (Bank of America), Bell   BQT     10
                      South     Corporation,      College   BTM     10
                      Retirement Equities Fund (Trustee),   BSD     25
                      Commodity  Exchange,  Inc.  (Public   BHY    200
                      Governor),  Connecticut Mutual Life
                      Insurance  Company.  E.I. dupont de
                      Nemours & Company,  Equitable  Life
                      Assurance  Society  of  the  United
                      States,       Gannett       Company
                      (publishing),     MNC     Financial
                      Corporation    (American   Security
                      Bank),   NMC  Capital   Management,
                      Navistar International  Corporation
                      (truck   manufacturing),   and  UAL
                      Corporation (United Airlines).

                                       6
<PAGE>


                                                                 TRUST    % OF
                                                                 SHARES  SHARES
                            PRINCIPAL OCCUPATIONS OR             OWNED     OUT
NAME AND AGE               EMPLOYMENT IN PAST 5 YEARS             (*)   STANDING
- --------------------  -----------------------------------        ------ --------
Richard E. Cavanagh   President   and   Chief   Executive   BKN     500    (1)
845 Third Avenue      Officer  of The  Conference  Board,   BKT     500
New York, NY 10022    Inc.,  a  leading  global  business   BTT     100
 Age: 53              membership    organization,    from   BAT     100
Class I (**)          1995-present. Former Executive Dean   BGT     100
                      of the John F.  Kennedy  School  of   BMN     100
                      Government  at  Harvard  University   BMT     100
                      from  1988-1995.  Acting  Director,   BRM     100
                      Harvard  Center  for  Business  and   BLN     100
                      Government  (1991-1993).   Formerly   RNY     100
                      Partner  (principal)  of McKinsey &   BCT     100
                      Company, Inc.  (1980-1988).  Former   BQT     100
                      Executive  Director of Federal Cash   BTM     100
                      Management,  White House  Office of   BSD     500
                      Management and Budget  (1977-1979).   BHY     200
                      Co-author,  THE WINNING PERFORMANCE
                      (best   selling   management   book
                      published in 13 national editions.)
                      Trustee,    Wesleyan    University,
                      Drucker    Foundation,    Airplanes
                      Group, Aircraft Finance Trust (AFT)
                      and  Educational   Testing  Service
                      (ETS).  Director,   Arch  Chemicals
                      (chemicals),      Fremont     Group
                      (investments) and The Guardian Life
                      Insurance    Company   of   America
                      (insurance).

Kent Dixon            Consultant/Investor.         Former   BKT  24,000    (1)
9495 Blind Pass Road  President   and   Chief   Executive   BTT   1,000
Unit #602             Officer of Empire  Federal  Savings   BAT     100
St. Petersburg,       Bank  of  America   and  Banc  PLUS
 FL 33706             Savings     Association,     former   BGT     100
 Age: 62              Chairman  of the  Board,  President   BMN     100
Class III (**)        and  Chief  Executive   Officer  of   BMT     100
                      Northeast Savings.  Former Director   BRM     100
                      of ISFA  (the  owner of  INVEST,  a   BRF     100
                      national    securities    brokerage   BKN     100
                      service   designed  for  banks  and   RFA     100
                      thrift institutions).                 BCT     100
                                                            BQT     100
                                                            BTM     100
                                                            BSD     100
                                                            BHY   5,000

                                       7
<PAGE>


                                                                 TRUST    % OF
                                                                 SHARES  SHARES
                            PRINCIPAL OCCUPATIONS OR             OWNED     OUT
NAME AND AGE               EMPLOYMENT IN PAST 5 YEARS             (*)   STANDING
- --------------------  -----------------------------------        ------ --------
Frank J. Fabozzi        Consultant. Editor of THE JOURNAL   BKT      10    (1)
858 Tower View Circle   OF   PORTFOLIO   MANAGEMENT   and   BTT      10
New Hope, PA 18938      Adjunct  Professor  of Finance at   BAT      10
 Age: 51                the School of  Management at Yale   BGT      10
Class II (**)           University.   Director,  Guardian   BMN      10
                        Mutual  Funds  Group.  Author and   BMT      10
                        editor of several  books on fixed   BRM      10
                        income   portfolio    management.   BKN      10
                        Visiting Professor of Finance and   BCT      10
                        Accounting at the Sloan School of   BQT      10
                        Management,         Massachusetts   BTM      10
                        Institute of Technology from 1986   BSD     100
                        to August 1992.                     BPS     100
                                                            BHY      10



Laurence D. Fink*       Chairman   and  Chief   Executive   BKT  16,680    (1)
 Age: 47                Officer  of  BlackRock  Financial   BTT  15,777
Class III (**)          Management,    Inc.,    BlackRock   BAT      10
                        Advisors,   Inc.  and  BlackRock,   BGT      10
                        Inc.    Formerly,    a   Managing   BMN      10
                        Director  of  The  First   Boston   BMT      10
                        Corporation,    member   of   its   BRM      10
                        Management Committee,  co-head of   RNJ      10
                        its Taxable Fixed Income Division   BCT      10
                        and head of its Mortgage and Real   BQT      10
                        Estate Products Group. Currently,   BTM      10
                        Chairman   of   the   Board   and   BKN      10
                        Director  of each of  BlackRock's   BSD      10
                        Trusts,  and Anthracite  Capital,   BHY   1,000
                        Inc.    Trustee   of   New   York
                        University     Medical    Center,
                        Dwight-Englewood School, National
                        Outdoor   Leadership  School  and
                        Phoenix   House.  A  Director  of
                        VIMRx  Pharmaceuticals,  Inc. and
                        Innovir Laboratories, Inc.

                                        8

<PAGE>

                                                                 TRUST    % OF
                                                                 SHARES  SHARES
                            PRINCIPAL OCCUPATIONS OR             OWNED     OUT
NAME AND AGE               EMPLOYMENT IN PAST 5 YEARS             (*)   STANDING
- ----------------------  ---------------------------------        ------ --------
James Clayburn          Dean  Emeritus  of  The  John  E.   BKT      10    (1)
  LaForce, Jr.          Anderson   Graduate   School   of   BTT      10
P.O. Box 1595           Management,     University     of   BAT      10
Pauma Valley, CA 92061  California  since  July 1,  1993.   BGT      10
 Age: 71                Director,  Eli Lilly and  Company   BMN      10
Class I (**)            (pharmaceuticals),         Jacobs   BMT      10
                        Engineering Group, Inc., Rockwell   BRM      10
                        International Corporation, Payden   BFC   3,410
                        & Rygel  Investment Trust (mutual   BKN      10
                        fund),    Provident    Investment   RAA      10
                        Counsel     Funds     (investment   BCT      10
                        companies),     Timken    Company   BQT      10
                        (roller  bearing  and  steel) and   BTM      10
                        Motor      Cargo       Industries   BSD     750
                        (transportation).  Acting Dean of   BHY     100
                        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       Partner,  Dorsey & Whitney, a law   BKT      20    (1)
220 South Sixth Street  firm   (December    1996-present,   BTT      20
Minneapolis, MN 55402   September    1987-August   1993).   BAT      20
 Age: 71                Formerly,   U.S.   Ambassador  to   BGT      20
Class II (**)           Japan (1993-1996).  Formerly Vice   BMN      20
                        President  of the United  States,   BMT      20
                        U.S. Senator and Attorney General   BQT      20
                        of the State of  Minnesota.  1984   BTM      20
                        Democratic  Nominee for President   BRM      20
                        of the United States.               BKN      20
                                                            BCT      20
                                                            BSD      20
                                                            BHY     300

                                       9
<PAGE>


                                                                 TRUST    % OF
                                                                 SHARES  SHARES
                            PRINCIPAL OCCUPATIONS OR             OWNED     OUT
NAME AND AGE               EMPLOYMENT IN PAST 5 YEARS             (*)   STANDING
- ----------------------  ---------------------------------        ------ --------
Ralph L. Schlosstein*   President of BlackRock  Financial   BKT   6,000    (1)
 Age: 49                Management,    Inc.,    BlackRock   BTT   1,000
Class II (**)           Advisors,   Inc.  and  BlackRock,   BAT     100
                        Inc.    Formerly,    a   Managing   BGT     100
                        Director of Lehman Brothers, Inc.   BMN     100
                        and co-head of its  Mortgage  and   BMT     100
                        Savings    Institutional   Group.   BRM     100
                        Currently,  President  of each of   BLN     100
                        the  closed-end  funds  in  which   BKN     100
                        BlackRock Advisors,  Inc. acts as   RNY     100
                        investment  advisor.  Trustee  of   BCT     100
                        Denison    University   and   New   BQT     100
                        Visions for Public  Education  in   BTM     100
                        New York City.  A Director of the   BSD     100
                        Pulte Corporation and a member of   BHY   1,000
                        the Visting Board of Overseers of
                        the  John F.  Kennedy  School  of
                        Government at Harvard University.


- ----

     (1)  Less than 1%.

     (*)  If the Trust is not listed the Director does not own any shares of the
Trust.

     (**) Only Class I Directors  are being  elected by BHY, BKN, BRM, BFC, BRF,
BLN, BTT and BTM, only Class II Directors are being elected by BKT, BQT, BMN and
BMT and only Class III  Directors  are being elected by BCT, BAT, RAA, RFA, RNJ,
RNY and BGT.  All three  classes are being  elected by BPS and BSD.  Thus,  with
respect to only BPS and BSD,  Class I  directors  will be elected to serve until
the 2001 annual meeting with the position then becoming one for subsequent three
year terms,  Class II directors  will be elected  until the 2002 annual  meeting
with the position  then becoming one for  subsequent  three year terms and Class
III directors will be elected for three year terms as of the meeting.

     All  Directors  and officers as a group owned less than 1% of the shares of
each of the  Trusts  as of  February  29,  2000.  Each  Trust  has an  executive
committee composed of Messrs. Fink and Schlosstein.

     None of the Trusts has a compensation or nominating  committee of the Board
of Directors, or committees performing similar functions. Each of the Trusts has
an audit committee  composed of all the Directors who are not interested persons
of such Trust or the Advisor (the "Independent Directors") which is charged with
recommending  a firm of  independent  accountants  to its  respective  Trust and
reviewing  accounting  matters with the accountants.  With respect to BTM, there
were two meetings of the audit  committee held between July 1, 1998 and June 30,
1999.  With respect to BKT,  BCT,  BKN,  RAA,  RNJ, RNY and RFA,  there were two
meetings of the audit  committee  held between  November 1, 1998 and October 31,
1999.  With respect to BHY,  there was one meeting of the audit  committee  held
between the Trust's date of incorporation  and October 31, 1999. With respect to
BNN, BTT, BAT, BGT, BRM, BLN, BFC, BRF, BMN, BQT and BMT,  there was one meeting
of the audit  committee held between January 1, 1999 and December 31, 1999. With
respect  to each  of the  Trusts,  all  members  attended  at  least  75% of the
meetings.

     Four  meetings  of  the Board of Directors of BTM were held between July 1,
1998  and  June  30, 1999. Four meetings of the Boards of Directors of BKT, BKN,
RFA, RNJ, RNY, BCT and RAA were held between


                                       10
<PAGE>

November  1,  1998  and  October  31, 1999. Five meetings of the Trustees of BHY
were  held  between  the  Trust's  date of declaration and October 31, 1999. Six
meetings  of  the  Boards  of  Directors of BRM, BLN, BFC, BRF, BMN and BMT were
held  between January 1, 1999 and December 31, 1999. Four meetings of the Boards
of  Directors  of  BAT,  BTT,  BGT and BQT were held between January 1, 1999 and
December  31,  1999.  Two  meetings  of  the  Trustees  of BPS and BSD were held
between  the  Trust's date of declaration and December 31, 1999. With respect to
each of the Trusts, all Directors attended at least 75% of the meetings.

     In  addition  to  Messrs. Fink and Schlosstein, all the following executive
officers  except  Messrs.  Amero,  Schaney, and Klingert, hold the same position
with  each  of  the  Trusts.  With respect to Mr. Amero, of the Trusts, he is an
officer  of  BTM, BQT, BCT, BTT, BAT, BGT, BHY and BKT only. With respect to Mr.
Klingert,  of the Trusts, he is an officer of BRM, BLN, BFC, BRF, BKN, BMN, RAA,
RFA,  RNJ,  RNY,  BPS,  BSD  and  BMT  only. With respect to Mr. Schaney, of the
Trust, he is an officer of BHY only.

                                             OTHER PRINCIPAL OCCUPATIONS
NAME AND AGE              TITLE                    IN PAST 5 YEARS
- -------------------- ---------------- ------------------------------------------
Scott Amero          Vice President   Managing  Director of BlackRock  Financial
  Age: 36                             Management,  Inc. From 1985 to 1990,  Vice
                                      President at The First Boston  Corporation
                                      in the Fixed Income Research Department.

Keith T. Anderson    Vice President   Managing  Director of BlackRock  Advisors,
  Age: 40                             Inc.   since   February   1998.   Managing
                                      Director    of     BlackRock     Financial
                                      Management,   Inc.   since  January  1991.
                                      Director    of     BlackRock     Financial
                                      Management,   Inc.   from  April  1988  to
                                      January 1991.  From February 1987 to April
                                      1988,  Vice  President at The First Boston
                                      Corporation  in the Fixed Income  Research
                                      Department.  Previously Vice President and
                                      Senior  Portfolio   Manager  at  Criterion
                                      Investment    Management    Company   (now
                                      Nicholas-Applegate).

Henry Gabbay         Treasurer        Managing  Director of BlackRock  Advisors,
  Age: 52                             Inc.   since   February   1998.   Managing
                                      Director    of     BlackRock     Financial
                                      Management,   Inc.   since  January  1990.
                                      Director    of     BlackRock     Financial
                                      Management,  Inc.  from  February  1989 to
                                      January  1990.   From  September  1984  to
                                      February 1989, Vice President at The First
                                      Boston Corporation.

Michael C. Huebsch   Vice President   Managing  Director of BlackRock  Financial
  Age: 41                             Management,   Inc.   since  January  1991.
                                      Director    of     BlackRock     Financial
                                      Management,  Inc.  from  January  1989  to
                                      January  1991.  From July 1985 to  January
                                      1989,  Vice  President at The First Boston
                                      Corporation  in the Fixed Income  Research
                                      Department.

                                       11
<PAGE>


                                             OTHER PRINCIPAL OCCUPATIONS
NAME AND AGE              TITLE                    IN PAST 5 YEARS
- -------------------- ---------------- ------------------------------------------
Robert S. Kapito   Vice President     Vice Chairman of BlackRock Advisors,  Inc.
  Age: 43                             since  February  1998.  Vice  Chairman  of
                                      BlackRock Financial Management, Inc. since
                                      March 1988.  From  December  1985 to March
                                      1988,  Vice  President at The First Boston
                                      Corporation   in  the  Mortgage   Products
                                      Group.

Kevin Klingert     Vice President     Managing  Director of BlackRock  Advisors,
  Age: 37                             Inc.   since   February   1998.   Managing
                                      Director    of     BlackRock     Financial
                                      Management,   Inc.   since  January  1996.
                                      Director    of     BlackRock     Financial
                                      Management,  Inc.  from  January  1994  to
                                      January 1996.  Vice President of BlackRock
                                      Financial  Management,  Inc.  from October
                                      1991 to January  1994.  From March 1985 to
                                      October 1991,  Assistant Vice President at
                                      Merrill Lynch,  Pierce,  Fenner & Smith in
                                      the Unit Investment Trust Department.

James Kong         Assistant          Managing  Director of BlackRock  Financial
  Age: 39          Treasurer          Management,   Inc.   since  January  1996.
                                      Director    of     BlackRock     Financial
                                      Management,  Inc.  from  January  1993  to
                                      January 1996. Vice President and Associate
                                      of BlackRock  Financial  Management,  Inc.
                                      from   January  1991  and  April  1989  to
                                      January    1993    and    January    1991,
                                      respectively.  From  April  1987 to  April
                                      1989,  Assistant  Vice  President  at  The
                                      First  Boston  Corporation  in the CMO/ABO
                                      Administration   Department.    Previously
                                      affiliated with Deloitte,  Haskins & Sells
                                      (now Deloitte & Touche LLP).

Karen H. Sabath    Secretary          Managing  Director of BlackRock  Advisors,
  Age: 34                             Inc.   since   February   1998.   Managing
                                      Director    of     BlackRock     Financial
                                      Management,  Inc. since January 1993. Vice
                                      President   and   Associate  of  BlackRock
                                      Financial  Management,  Inc.  from January
                                      1989 and August  1988 to January  1993 and
                                      January 1989, respectively. From June 1986
                                      to  July  1988,  Associate  at  The  First
                                      Boston Corporation in the Mortgage Finance
                                      Department.

                                      12
<PAGE>


                                             OTHER PRINCIPAL OCCUPATIONS
NAME AND AGE              TITLE                    IN PAST 5 YEARS
- -------------------- ---------------- ------------------------------------------
Dennis Schaney       Vice President   Managing  Director of BlackRock  Financial
  Age: 43                             Management,  Inc.  and  Head  of the  High
                                      Yield Team since February 1998.  From June
                                      1989 to February 1998,  Managing  Director
                                      at  Merrill  Lynch  in  the  Global  Fixed
                                      Income Research and Economics Department.

Richard Shea, Esq.   Vice President/  Effective  January 2000 Managing  Director
  Age: 40            Tax              of BlackRock  Financial  Management,  Inc.
                                      Director    of     BlackRock     Financial
                                      Management,  Inc.  from  January  1996  to
                                      January 2000.  Vice President of BlackRock
                                      Financial  Management,  Inc. from February
                                      1993 to January  1996.  From December 1988
                                      to February 1993, Associate Vice President
                                      and Tax Counsel at Prudential  Securities,
                                      Inc.  From August  1984 to December  1988,
                                      Senior  Tax   Specialist  at  Laventhol  &
                                      Horwath.

                                  REMUNERATION

                   The following table sets forth certain information  regarding
the compensation of the Fund's directors and officers.


                                                         TOTAL COMPENSATION
                                     AGGREGATE         FROM THE FUND COMPLEX
                                   COMPENSATION          PAID TO DIRECTORS
NAME OF PERSON AND POSITION       FROM THE TRUSTS          AND OFFICERS*
- ----------------------------------------------------------------------------
  Andrew R. Brimmer                   $148,000             $160,000(23)
  Richard E. Cavanagh                 $148,000             $160,000(23)
  Kent Dixon                          $148,000             $160,000(23)
  Frank J. Fabozzi                    $148,000             $160,000(23)
  James Claybourne LaForce, Jr.       $148,000             $160,000(23)
  Walter F. Mondale                   $148,000             $160,000(23)

- ----------

* Represents  the  total  compensation  paid to such persons during the calendar
  year  ended  December  31,  1999  by  investment  companies (including the BNA
  Trust)  from  which  such person receives compensation that is considered part
  of  the  same  fund  complex  as  the Fund because they have common investment
  advisers.  The  number in parentheses represents the number of such investment
  companies.

     The attendance fees of each Independent  Director of the Trusts are reduced
proportionately,  based  on each  respective  Trust's  net  assets,  so that the
aggregate  per meeting fee for all  meetings of the boards of  directors  of the
Trusts held on a single day does not exceed $20,000 for any Director. The $6,000
per annum fee for serving on each Board is also reduced  proportionately,  based
on each respective  Trust's net assets. For BTM, fees of $73,500 were accrued by
the Trust  between July 1, 1998 and June 30, 1999.  For BTT, BAT, BGT, BRM, BLN,
BFC, BRF, BMN, BQT, BPS, BSD and BMT fees of $84,000, $25,000, $87,000, $82,500,
$46,500,  $44,000,  $36,000,  $84,000,  $84,000,  $4,500,  $5,500  and  $73,000,
respectively,  were  accrued by each Trust from  January 1, 1999 to December 31,
1999 or  commencement  of  operations  to December 31, 1999 for BPS and BSD. For
BHY, BCT, RAA, RFA, RNJ, RNY, BKN and BKT fees of $35,000, $14,000,


                                       13
<PAGE>

$14,000,  $14,000,  $14,000,  $14,000,  $58,500  and $84,000, respectively, were
accrued  from November 1, 1998 to October 31, 1999 or commencement of operations
to  October  31,  1999  for  BHY.  None of the Directors received any pension or
retirement   benefits.   None  of  the  officers  of  the  Trusts  received  any
compensation,  including  pension  or  retirement  benefits, from the Trusts for
such  period.  Messrs.  Fink,  Schlosstein,  Amero,  Anderson,  Huebsch, Kapito,
Gabbay,  Klingert, Kong, Schaney, Shea and Ms. Sabath, officers and/or Directors
of  the  Trusts, are also affiliated with the Advisor. They receive compensation
from  the  Advisor  or  one  of  its  affiliates although under the terms of the
investment  advisory  agreements  some  portion  of  their compensation could be
reimbursable  by  a particular Trust to the extent such person's working time is
devoted to that particular Trust's operations.

     THE  BOARD  OF  DIRECTORS  OF EACH TRUST RECOMMENDS THAT YOU VOTE "FOR" THE
NOMINEES.  THE  AFFIRMATIVE  VOTE  OF  A  PLURALITY  OF  THE  SHARES  PRESENT IS
NECESSARY TO ELECT THE DIRECTOR NOMINEES.



                                PROPOSAL NO. 2.

               RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

     Deloitte & Touche LLP ("D&T") has been selected as the independent auditors
by a majority of each of the Trusts' Board of Directors, including a majority of
the Independent Directors, by vote cast in person subject to ratification by the
stockholders  at the Meeting to audit the accounts of each of the Trusts for and
during each Trust's  fiscal year ending in 2000.  In  addition,  with respect to
BTM,  BAT,  BCT and BGT  ratification  of the  selection  of D&T as  independent
auditors for these Trusts will cause these Trusts to ratify the selection of D&T
as the independent auditors of their wholly-owned  subsidiaries BTMS, BATS, BCTS
and BGTS  respectively.  None of the  Trusts  knows of any  direct  or  indirect
financial interest of D&T in the Trusts.

     Representatives  of D&T will attend the Meeting,  will have the opportunity
to make a  statement  if they  desire to do so and will be  available  to answer
questions.

     The  affirmative  vote of a simple majority of shares present and voting at
the meeting at which a quorum is present is required to ratify the  selection of
D&T.

     THE BOARD OF  DIRECTORS  OF EACH TRUST  RECOMMENDS  THAT YOU VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF INDEPENDENT  AUDITORS. AN AFFIRMATIVE VOTE OF A
SIMPLE  MAJORITY  OF THE SHARES AT THE  MEETING AT WHICH A QUORUM IS PRESENT AND
VOTING IS NECESSARY TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS.


                             ADDITIONAL INFORMATION
                              INVESTMENT ADVISOR

     BlackRock was formed in 1988 to provide  investment  advisory  services for
individual and  institutional  investors.  The Trusts have  investment  advisory
agreements  with  BlackRock  Advisors,   Inc.  BlackRock  Advisors,  Inc.  is  a
wholly-owned  subsidiary  of  BlackRock,  Inc. In February  1995,  BlackRock was
acquired by PNC Bank,  N.A. and became a  wholly-owned  subsidiary  of PNC Asset
Management  Group.  In January  1998,  20% of  BlackRock  was  purchased  by the
managing  directors of BlackRock such that PNC Asset  Management Group owned 80%
of BlackRock. In early 1998, the five investment management firms that comprised
the PNC Asset Management Group consolidated under BlackRock, resulting in a $100
billion money  management  firm  offering  established  investment  expertise in
domestic and international  equity, global fixed income, cash management as well
as risk management technology. On October 1, 1999


                                       14
<PAGE>

BlackRock,  Inc.  completed  an  initial  public offering of 9 million shares of
Class  A  common  stock  at  $14  per  share.  Subsequent  to the initial public
offering,  approximately 14% of BlackRock, Inc. is publicly owned, approximately
70%  is owned by PNC Bank and approximately 16% is owned by BlackRock employees.
BlackRock,  Inc.  is  one  of  the largest publicly traded investment management
firms  in the country with assets under management of approximately $165 billion
as of December 31, 1999.

     The executive officers of the Advisor are:


NAME                        POSITION
- --------------------------- -------------------------------------------------
     Laurence D. Fink       Director, Chairman and Chief Executive Officer
     Ralph L. Schlosstein   Director and President
     Robert S. Kapito       Director and Vice Chairman
     Robert P. Connolly     Managing Director, General Counsel and Secretary
     Henry Gabbay           Managing Director

Messrs.  Fink and Schlosstein are officers and Directors, and Messrs. Gabbay and
Kapito are officers of the Trusts.

                              FINANCIAL STATEMENTS

     Each Trust will furnish, without charge, a copy of such Trust's most recent
Annual  Report and the most  recent  Semi-Annual  Report  succeeding  the Annual
Report,  if any,  to any  stockholder  upon  request,  provided  such  Annual or
Semi-Annual  Report is not enclosed  herein.  Requests should be directed to 400
Bellevue Parkway, Wilmington, DE 19809 (telephone number (800) 227-7BFM(7236)).

                       DEADLINE FOR STOCKHOLDER PROPOSALS

     Stockholder  proposals  intended to be presented at the 2001 Annual Meeting
of the  Stockholders  of each of the Trusts must be received by December 2, 2000
to be included  in the proxy  statement  and the form of proxy  relating to that
meeting as the Trust expects that the 2001 Annual Meeting will be held in May of
2001.

                                 OTHER MATTERS

     The management knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting,  it is the  intention  of the persons  named in the enclosed
form of proxy to vote such  proxy in  accordance  with  their  judgment  on such
matters.

     All proxies  received will be voted in favor of all the  proposals,  unless
otherwise directed therein.


                                        Very truly yours,


                                        LAURENCE D. FINK
                                        Chairman and Chief Executive Officer


                                        RALPH L. SCHLOSSTEIN
                                        President
March 31, 2000

                                       15

<PAGE>


                                     PROXY

                                 THE BLACKROCK
                CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC.
                                  COMMON STOCK

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The  undersigned  hereby  appoints  Karen H. Sabath,  Robert S. Kapito and Henry
Gabbay as  proxies,  each with the power to appoint his or her  substitute,  and
hereby  authorizes  them to represent  and to vote, as designated on the reverse
side hereof, all the shares of beneficial  interest of The BlackRock  California
Insured  Municipal  2008 term Trust  Inc.  (the  "Trust")  held of record by the
undersigned  on February 29, 2000 at the Annual Meeting of  Stockholders  of the
Trust to be held on May 18, 2000 or at any adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE  UNDERSIGNED  STOCKHOLDER,  IF NO DIRECTION  IS MADE,  THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.

- --------------------------------------------------------------------------------
                    PLEASE MARK BOXES IN BLUE OR BLACK INK.

                 SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
                   USING THE ENCLOSED POSTAGE PAID ENVELOPE.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?                DO YOU HAVE ANY COMMENTS?

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

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

- ---------------------------------------  ---------------------------------------
<PAGE>

                                                                           ----
                                                                               |
                                                                               |


[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

- --------------------------------------------------------------------------------
                                 THE BLACKROCK
               CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC.
- --------------------------------------------------------------------------------

                                  COMMON STOCK


                                            ------------------------------------
Please be sure to sign and date this Proxy. |  Date
- --------------------------------------------------------------------------------


- ---Stockholder sign here-----------------------Co-owner sign here---------------

1. Election of Director.                                For All   With-
                                                        Nominee   hold
                JAMES CLAYBURN LAFORCE, JR.               [_]     [_]



2. To consider and act upon the ratification of the       For   Against  Abstain
   selection  of  Deloitte & Touche LLP as auditors       [_]     [_]      [_]
   of the Trust for the Trust's  fiscal year ending
   October 31, 2000.

3. To transact such other  business as may properly       For   Against  Abstain
   come  before  the  meeting  or any  adjournments       [_]     [_]      [_]
   thereof.

   Mark box at right if any address change or comment has been             [_]
   noted on the reverse side of this card.

<PAGE>


                                     PROXY

                                 THE BLACKROCK
               CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC.
                                 PREFERRED STOCK

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The  undersigned  hereby  appoints  Karen H. Sabath,  Robert S. Kapito and Henry
Gabbay as  proxies,  each with the power to appoint his or her  substitute,  and
hereby  authorizes  them to represent  and to vote, as designated on the reverse
side  hereof,  all the shares of  preferred  stock of The  BlackRock  California
Insured  Municipal  2008 Term Trust  Inc.  (the  "Trust")  held of record by the
undersigned  on February 29, 2000 at the Annual Meeting of  Stockholders  of the
Trust to be held on May 18, 2000 or at any adjournments thereof.

THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE  UNDERSIGNED  STOCKHOLDER,  IF NO DIRECTION  IS MADE,  THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.

- --------------------------------------------------------------------------------
                    PLEASE MARK BOXES IN BLUE OR BLACK INK.

                 SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
                   USING THE ENCLOSED POSTAGE PAID ENVELOPE.
- --------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?                DO YOU HAVE ANY COMMENTS?

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

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

- ---------------------------------------  ---------------------------------------
<PAGE>

                                                                           ----
                                                                               |
                                                                               |


[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

- --------------------------------------------------------------------------------
                                 THE BLACKROCK
                CALIFORNIA INSURED MUNICIPAL 2008 TERM TRUST INC.
- --------------------------------------------------------------------------------

                                 PREFERRED STOCK

                                            ------------------------------------
Please be sure to sign and date this Proxy. |  Date
- --------------------------------------------------------------------------------


- ---Stockholder sign here-----------------------Co-owner sign here---------------

1. Election of Directors.                               For All   With-  For All
                   RICHARD E. CAVANAGH                  Nominees  hold   Except
                JAMES CLAYBURN LAFORCE, JR.               [_]     [_]      [_]


   Instruction: To withhold authority to vote "For" any individual nominee, mark
   the "For All Except" box and strike a line through the nominee's  name in the
   list above.


2. To consider and act upon the ratification of the       For   Against  Abstain
   selection  of  Deloitte & Touche LLP as auditors       [_]     [_]      [_]
   of the Trust for the Trust's  fiscal year ending
   October 31, 2000.

3. To transact such other  business as may properly       For   Against  Abstain
   come  before  the  meeting  or any  adjournments       [_]     [_]      [_]
   thereof.

   Mark box at right if any address change or comment has been             [_]
   noted on the reverse side of this card.




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