N-CSR 1 c33874.htm c33874_ncsr

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:      811-09703

BCT Subsidiary, Inc.
(Exact name of registrant as specified in charter)

100 Bellevue Parkway, Wilmington, DE
19809

(Address of principal executive offices)
(Zip code)

Robert S. Kapito, President

BCT Subsidiary, Inc.

40 East 52nd Street, New York, NY 10022
(Name and address of agent for service)

Registrant's telephone number, including area code:      888-825-2257

Date of fiscal year end:      October 31, 2004

Date of reporting period:      October 31, 2004

 


Item 1. Reports to Shareholders.

The Registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

BlackRock 
Closed-End Fund 
Annual Report 
OCTOBER 31, 2004 

 
 
 
BCT Subsidiary, Inc. 

 

 


NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE


TABLE OF CONTENTS

Trust Summary   
1 
Portfolio of Investments   
2 
Financial Statements   
    Statement of Assets and Liabilities   
5 
    Statement of Operations   
6 
    Statement of Cash Flows   
7 
    Statements of Changes in Net Assets   
8 
Financial Highlights   
9 
Notes to Financial Statements   
10 
Report of Independent Registered Public Accounting Firm   
14 
Directors/Trustees Information   
15 


TRUST SUMMARY
OCTOBER 31, 2004
BCT Subsidiary, Inc.

The following chart shows the portfolio composition of the Trust’s long-term investments:

Portfolio Composition 

Composition   
October 31, 2004 
 
October 31, 2003 

U.S. Government and Agency Securities   
67
%  
60
% 

Interest Only Mortgage-Backed Securities   
8
   
12
 

Corporate Bonds   
7
   
9
 

Taxable Municipal Bonds   
6
   
6
 

Agency Multiple Class Mortgage Pass-Throughs   
6
   
2
 

Inverse Floating Rate Mortgages   
3
   
7
 

Commercial Mortgage-Backed Securities   
2
   
2
 

Mortgage Pass-Throughs   
1
   
2
 


1


PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
BCT Subsidiary, Inc.
   
Principal
         
Rating1
 
Amount 
         
(unaudited) 
 
(000) 
 
Description 
     
Value 

   
  LONG-TERM INVESTMENTS—150.3%     
   
  Mortgage Pass-Throughs—1.7%     
   
  Federal National Mortgage Assoc.,     
 
$ 
591 
      5.50%, 1/01/17 - 2/01/17 
$
613,312 
   
19 
      6.50%, 7/01/29     
20,451 

   
  Total Mortgage Pass-Throughs     
633,763 

   
  Agency Multiple Class Mortgage Pass-Throughs—8.6%     
   
  Federal Home Loan Mortgage Corp.,     
   
78 
      Ser. 1512, Class H, 6.50%, 2/15/08     
79,199 
   
400 
      Ser. 1534, Class IG, 5.00%, 2/15/10     
404,667 
   
2,000 
      Ser. 1598, Class J, 6.50%, 10/15/08     
2,137,160 
   
  Federal National Mortgage Assoc.,     
   
108 
      Ser. 13, Class SJ, 8.75%, 2/25/09     
111,036 
   
100 
      Ser. 22, Class GN, 6.50%, 8/25/31     
105,021 
   
66 
      Ser. 43, Class E, 7.50%, 4/25/22     
68,936 
   
351 
  Government National Mortgage Assoc., Remic Trust 2000, Class 16, 2.539%, 12/16/27     
352,043 

   
  Total Agency Multiple Class Mortgage Pass-Throughs     
3,258,062 

   
  Inverse Floating Rate Mortgages—4.9%     
AAA 
 
302 
  Citicorp Mortgage Securities, Inc.,     Ser. 14, Class A-4, 20.554%, 11/25/23     
315,495 
   
  Federal Home Loan Mortgage Corp.,     
   
336 
      Ser. 1425, Class SB, 19.894%, 12/15/07     
391,390 
   
21 
      Ser. 1506, Class S, 16.73%, 5/15/08     
23,488 
   
106 
      Ser. 1515, Class S, 17.141%, 5/15/08     
124,619 
   
70 
      Ser. 1618, Class SA, 8.25%, 11/15/08     
71,215 
   
59 
      Ser. 1621, Class SH, 10.942%, 11/15/22     
60,351 
   
85 
      Ser. 1661, Class SB, 16.981%, 1/15/09     
94,862 
   
  Federal National Mortgage Assoc.,     
   
284 
      Ser. 187, Class SB, 19.968%, 10/25/07     
328,529 
   
144 
      Ser. 190, Class S, 19.894%, 11/25/07     
166,006 
   
252 
      Ser. 214, Class SH, 13.569%, 12/25/08     
265,147 

   
  Total Inverse Floating Rate Mortgages     
1,841,102 

   
  Interest Only Mortgage-Backed Securities—12.0%     
   
  Federal Home Loan Mortgage Corp.,     
   
118 
      Ser. 1114, Class J, 7/15/06     
2,069 
   
61 
      Ser.1285, Class M, 5/15/07     
1,060 
   
706 
      Ser. 1645, Class IB, 9/15/08     
43,904 
   
1,970 
      Ser. 2523, Class EH, 4/15/20     
265,983 
   
1,888 
      Ser. 2543, Class IJ, 10/15/12     
108,035 
   
1,897 
      Ser. 2543, Class IM, 9/15/12     
87,157 
   
5,419 
      Ser. 2572, Class IT, 5/15/19     
183,093 
   
3,578 
      Ser. 2633, Class PI, 3/15/12     
188,298 
   
4,254 
      Ser. 2672, Class TP, 9/15/16     
194,449 
   
5,605 
      Ser. 2739, Class PI, 3/15/22     
726,770 
   
2,550 
      Ser. 2775 Class UB, 12/15/17     
221,876 
   
206 
      Ser. 2822, Class WZ, 7/15/19     
205,793 
   
162 
      Ser. 2822, Class ZU, 11/15/32     
160,369 
   
  Federal National Mortgage Assoc.,     
   
343 
      Ser. 8, Class HA, 1/25/08     
47,188 
   
3,000 
      Ser. 13, Class IG, 10/25/22     
282,540 
   
31 
      Ser. 39, Class PE, 1/25/23     
502 
   
905 
      Ser. 49, Class L, 4/25/13     
57,514 
   
781 
      Ser. 51, Class K, 4/25/07     
78,506 
   
12,992 
      Ser. 70, Class ID, 4/25/22     
1,489,793 
   
78 
      Ser. 72, Class H, 7/25/06     
6,917 
   
1,635 
      Ser. 82, Class IR, 9/25/12     
80,208 
   
173 
      Ser. 223, Class PT, 10/25/23     
16,598 
   
5 
      Ser. G-21, Class L, 7/25/21     
8,083 


See Notes to Financial Statements.
2

PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
BCT Subsidiary, Inc. (continued)
Principal 
 
Rating1 
Amount 
 
(unaudited) 
(000) 
Description 
 
 
Value 

        Interest Only Mortgage-Backed Securities—(cont’d)       
$
18 
  PNC Mortgage Securities Corp., Ser. 8, Class 4-X, 10/25/28 
$
773 
 
23,305 
  Vendee Mortgage Trust, Ser. 1, Class IO, 10/15/31     
28,666 

 
  Total Interest Only Mortgage-Backed Securities     
4,486,144 

 
  Collateralized Mortgage Obligation Residuals—0.0%     
 
6 
      Ser. 174, Class S, 9/25/22     
17,194 

 
  Principal Only Mortgage-Backed Securities—0.1%     
Aaa 
 
40 
  Salomon Brothers Mortgage Securities, Inc. VI, Ser. 3, Class A, 10/23/17     
37,267 

 
  Commercial Mortgage-Backed Securities—2.1%     
AAA 
 
750
2 New York City Mortgage Loan Trust, Multi-Family, Class A2, 6.75%, 6/25/11     
805,090 

 
  Asset-Backed Securities—0.0%     
NR 
 
238
2,3,4 Global Rated Eligible Asset Trust, Ser. A, Class 1, 7.33%, 9/15/07     
4,756 
 
  Structured Mortgage Asset Residential Trust,     
NR 
 
575
3,4     Ser. 2, 8.24%, 3/15/06     
5,749 
NR 
 
637
3,4     Ser. 3, 8.724%, 4/15/06     
6,373 

 
  Total Asset-Backed Securities     
16,878 

 
  Corporate Bonds—10.9%     
 
  Basic Materials—3.3%     
A+ 
 
1,000 
  Dow Capital BV, 9.20%, 6/01/10 (Netherlands)     
1,225,040 

 
  Energy—1.4%     
BBB+ 
 
500
2 Israel Electric Corp., Ltd., 7.25%, 12/15/06 (Israel)     
538,225 

 
  Financial Institutions—4.6%     
AA- 
 
1,000
5 Morgan Stanley Group, Inc., 10.00%, 6/15/08     
1,209,040 
AA+ 
 
500 
  UBS PaineWebber Group, Inc., 8.875%, 3/15/05     
510,645 

 
       
1,719,685 

 
  Telecommunications—1.4%     
A 
 
500 
  Alltel Corp., 7.50%, 3/01/06     
529,585 

 
  Transportation—0.2%     
Caa2 
 
100 
  American Airlines, Inc., 10.44%, 3/04/07     
79,250 

 
  Total Corporate Bonds     
4,091,785 

 
  U.S. Government and Agency Securities—101.0%     
 
206 
  Small Business Investment Companies, Ser. P10A, Class 1, 6.12%, 2/01/08     
218,386 
 
27,000
5
U.S. Treasury Bond, zero coupon, 11/15/09     
22,697,145 
 
  U.S. Treasury Notes,     
 
3,200 
      3.50%, 11/15/06     
3,258,874 
 
5,500 
      4.375%, 8/15/12     
5,707,955 
 
1,700 
      5.75%, 11/15/05     
1,760,761 
 
3,550 
      6.00%, 8/15/09     
3,978,357 
 
385 
      6.625%, 5/15/07     
421,846 

 
  Total U.S. Government and Agency Securities     
38,043,324 

 
  Taxable Municipal Bonds—9.0%     
AAA 
 
500 
  Fresno California Pension Oblig., 7.80%, 6/01/14     
621,915 
AAA 
 
500 
  Kern County California Pension Oblig., 6.98%, 8/15/09     
565,870 
 
  Los Angeles County California Pension Oblig.,     
AAA 
 
1,000 
      Ser. A, 8.62%, 6/30/06     
1,095,830 
AAA 
 
500 
      Ser. D, 6.97%, 6/30/08     
556,515 
AAA 
 
500 
  Orleans Parish Louisiana School Board, Ser. A, 6.60%, 2/01/08     
544,870 

 
  Total Taxable Municipal Bonds     
3,385,000 

 
  Total Long-Term Investments (cost $54,452,357)     
56,615,609 


See Notes to Financial Statements.
3

PORTFOLIO OF INVESTMENTS
OCTOBER 31, 2004
BCT Subsidiary, Inc. (continued)
Principal 
           
Rating1
Amount 
           
(unaudited)
(000) 
 
Description 
   
Value 

      SHORT-TERM INVESTMENT—0.8%       
      U.S. Government and Agency Security—0.8%       
$300 
  Federal Home Loan Bank, 1.69%, 11/01/04 (cost $300,000)    $
300,000 
 
         
   
      Total investments—151.1% (cost $54,752,357)    $
56,915,609 
 
      Liabilities in excess of other assets —(51.1)%     
(19,243,519
)
         
   
      Net Assets—100%    $
37,672,090 
 
         
   

1      Using the higher of Standard & Poor’s, Moody’s Investors Service or Fitch Ratings rating.
2      Security is not registered under the Securities Act of 1933. These securities may be resold in transactions in accordance with Rule 144A under that Act, to qualified institutional buyers. As of October 31, 2004, the Trust held 3.6% of its net assets, with a current market value of $1,348,071, in securities restricted as to resale.
3      Security is fair valued.
4      Illiquid securities representing 0.04% of net assets.
5      Entire or partial principal amount pledged as collateral for reverse repurchase agreements or financial futures contracts.

Details of open reverse repurchase agreements are disclosed in Note 4 in the Notes to Financial Statements.

 

See Notes to Financial Statements.
4

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 2004
BCT Subsidiary, Inc.

 

Assets       
    Investments at value (cost $54,752,357) 
$
56,915,609
 
    Cash   
19,823
 
    Interest receivable   
640,020
 
    Variation margin receivable   
23,313
 

 
   
57,598,765
 

 
Liabilities   
 
    Reverse repurchase agreements   
19,262,500
 
    Due to parent   
651,999
 
    Interest payable   
12,176
 

 
   
19,926,675
 

 
Net Assets 
$
37,672,090
 

 
Composition of Net Assets:   
 
    Par value 
$
29,571
 
    Paid-in capital in excess of par   
33,391,961
 
    Undistributed net investment income   
5,414,458
 
    Accumulated net realized loss   
(3,461,250
)
    Net unrealized appreciation   
2,297,350
 

 
Net assets, October 31, 2004   
$37,672,090
 

 
Net asset value per share:   
 
    ($37,672,090 ÷ 2,957,093 common shares issued and outstanding)   
$ 12.74
 

 

 


See Notes to Financial Statements.
5

STATEMENT OF OPERATIONS
For the year ended October 31, 2004
BCT Subsidiary, Inc.

 

Investment Income   
 
    Interest income  $
2,953,567
 

 
Expenses   
 
    Investment advisory   
201,374
 
    Administration   
54,920
 
    Custodian   
49,302
 
    Reports to shareholders   
8,840
 
    Independent accountants   
26,277
 
    Legal   
26,357
 
    Miscellaneous   
11,691
 

 
    Total expenses excluding interest expense and excise tax   
378,761
 
        Interest expense   
262,101
 
        Excise tax   
273,238
 

 
    Total expenses   
914,100
 

 
Net investment income   
2,039,467
 

 
Realized and Unrealized Gain (Loss)   
 
Net realized gain (loss) on:  
 
    Investments  
(1,283,902
)
    Futures  
738,035
 

 
   
(545,867
)

 
Net change in unrealized appreciation/depreciation on:   
 
    Investments   
1,045,164
 
    Futures   
(163,998
)

 
   
881,166
 

 
Net gain   
335,299
 

 
Net Increase in Net Assets Resulting from Operations  $
2,374,766
 

 

 


See Notes to Financial Statements.
6

STATEMENT OF CASH FLOWS
For the year ended October 31, 2004
BCT Subsidiary, Inc.

 

Reconciliation of Net Increase in Net Assets Resulting from   
 
Operations to Net Cash Flows Provided by Operating Activities   
 
Net increase in net assets resulting from operations  $
2,374,766
 

 
Decrease in investments   
1,718,141
 
Net realized loss   
545,867
 
Increase in unrealized appreciation   
(881,166
)
Decrease in receivable for investments sold   
1,144,618
 
Decrease in variation margin receivable   
33,250
 
Decrease in interest receivable   
64,733
 
Decrease in interest payable   
(901
)
Increase in due to parent  
443,500
 

 
     Total adjustments   
3,068,042
 

 
Net cash flows provided by operating activities  $
5,442,808
 

 
Increase (Decrease) in Cash   
 
Net cash flows provided by operating activities  $
5,442,808
 

 
Cash flows used for financing activities:   
 
     Increase in reverse repurchase agreements   
846,125
 
     Cash dividends paid   
(6,356,938
)

 
Net cash used for financing activities   
(5,510,813
) 

 
     Net decrease in cash   
(68,005
) 
     Cash at beginning of year   
87,828
 

 
     Cash at end of year  $
19,823
 

 

 


See Notes to Financial Statements.
7

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended October 31, 2004 and 2003
BCT Subsidiary, Inc.

 

     
2004 
     
2003 
 


Increase (Decrease) in Net Assets     
         
Operations:     
     
 
    Net investment income    $
2,039,467
    $
3,469,943
 
    Net realized loss     
(545,867
)    
(2,827,018
)
    Net change in unrealized appreciation/depreciation     
881,166
     
(548,010
)


Net increase in net assets resulting from operations     
2,374,766
     
94,915
 


Dividends and Distributions:     
     
 
    Net investment income    
(4,779,064
)    
 
 
    Net realized gain     
(1,577,874
)    
 
 


Total dividends and distributions     
(6,356,938
)    
 
 


    Total increase (decrease)     
(3,982,172
)    
94,915
 


Net Assets     
     
 
Beginning of year     
41,654,262
     
41,559,347
 


End of year    $
37,672,090
    $
41,654,262
 


End of year undistributed net investment income    $
5,414,458
    $
7,454,482
 

 


See Notes to Financial Statements.
8

FINANCIAL HIGHLIGHTS
BCT Subsidiary, Inc.

 

For the period
Year Ended October 31,
December 3, 19991

through
2004
2003
2002
2001
October 31, 2000
PER SHARE OPERATING PERFORMANCE:

 

 

 

 

 
Net asset value, beginning of period $
14.09
$
14.05
$
13.33
$
11.77
$
11.51





Investment operations:
    Net investment income
0.69
1.17
1.45
0.89
0.62
    Net realized and unrealized gain (loss)
0.11
(1.13
)
0.22
1.38
(0.36
)





Net increase from investment operations
0.80
0.04
1.67
2.27
0.26





Dividends and Distributions:
    Net investment income
(1.62
)
(0.95
)
(0.71
)
    Net realized gains
(0.53
)





Total dividends and distributions
(2.15
)
(0.95
)
(0.71
)





Net asset value, end of period $
12.74
$
14.09
$
14.05
$
13.33
$
11.77





TOTAL INVESTMENT RETURN2
6.64
%
0.28
%
12.55
%
19.27
%
2.26
%





RATIOS TO AVERAGE NET ASSETS:
Total expenses
2.50
%
1.95
%
2.35
%
2.84
%
3.40
%3
Total expenses excluding interest expense
    and excise tax
1.03
%
1.05
%
1.03
%
1.03
%
1.12
%3
Net investment income
5.57
%
8.59
%
10.49
%
7.08
%
6.11
%3
SUPPLEMENTAL DATA:
Average net assets (000) $
36,628
$
40,418
$
40,991
$
37,193
$
33,067
Portfolio turnover
14
%
30
%
37
%
20
%
36
%
Net assets, end of period (000) $
37,672
$
41,654
$
41,559
$
39,412
$
34,793
Reverse repurchase agreements outstanding,
    end of period (000) $
19,263
$
18,416
$
23,669
$
9,006
$
12,154
Asset coverage, end of period4 $
2,956
$
3,262
$
2,756
$
5,376
$
3,863

1      Commencement of investment operations.
2      This entity is not publicly traded. The total investment return is calculated assuming a purchase of a share at the current net asset value on the first day and a sale at the current net asset value on the last day of each period reported. Total investment returns for less than a full year are not annualized. Past performance is not a guarantee of future results.
3      Annualized.
4      Per $1,000 of reverse repurchase agreements outstanding.

The information in the above Financial Highlights represents the audited operating performance for a common share outstanding, total investment returns, ratios to average net assets and other supplemental data for each period indicated. This information has been determined based upon financial information provided in the financial statements and market price data for the Trust’s common shares.

 

See Notes to Financial Statements.
9

NOTES TO FINANCIAL STATEMENTS

BCT Subsidiary, Inc.


Note 1. Organization    BCT Subsidiary, Inc. (the “Trust”) was incorporated under the laws of the State of Maryland on November 12, 1999, and is a diversified, closed-end management investment company. The Trust was incorporated solely for the purpose of receiving all or a substantial portion of the assets of the BlackRock Broad Investment Grade 2009 Term Trust Inc. (“BCT”), incorporated under the laws of the State of Maryland, and as such, is a wholly owned subsidiary of BCT.  
& Accounting Policies   
   
The following is a summary of significant accounting policies followed by the Trust.

Investment Valuation: The Trust values most of its investments on the basis of current market quotations provided by dealers or pricing services selected under the supervision of the Trust’s Board of Directors (the “Board”). In determining the value of a particular security, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, market transactions in comparable investments, various relationships observed in the market between investments, and calculated yield measures based on valuation technology commonly employed in the market for such investments. Exchange traded options are valued at their last sales price as of the close of options trading on 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. Short-term securities may be valued at amortized cost. Securities or other assets for which such current market quotations are not readily available are valued at fair value (“Fair Value Assets”) as determined in good faith under procedures established by, and under the general supervision and responsibility of, the Trust’s Board. The investment advisor and/or sub-advisor will submit its recommendations regarding the valuation and/or valuation methodologies for Fair Value Assets to a valuation committee. The valuation committee may accept, modify or reject any recommendations. The pricing of all Fair Value Assets shall be subsequently reported to and ratified by the Board of Trustees.

When determining the price for a Fair Value Asset, the investment advisor and/or sub-advisor shall seek to determine the price that the Trust might reasonably expect to receive from the current sale of that asset in an arms-length transaction. Fair value determinations shall be based upon all available factors that BlackRock Advisors deems relevant.

Investment Transactions and Investment Income: Investment transactions are recorded on trade date. Realized and unrealized gains and losses are calculated on the identified cost basis. The Trust also records interest income on an accrual basis and amortizes premium and/or accretes discount on securities purchased using the interest method.

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

Option Writing/Purchasing: When the Trust writes 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 cost of the purchase or proceeds from the sale 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, helps 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 writing and purchasing may be used by the Trust as an attempt to manage the duration of positions, or collections of positions, so that changes in interest rates do not adversely affect the targeted duration of the portfolio unexpectedly. 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 or call options can be purchased or sold to effectively help manage the targeted duration of the portfolio.

     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 forgo 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, the Trust risks not being able to enter into a closing transaction for the written option as the result of an illiquid market.

Interest Rate Swaps: In an interest rate swap, one investor pays a floating rate of interest on a notional principal amount and receives a fixed rate of interest on the same notional principal amount for a specified period of time. Alternatively, an investor may pay a fixed rate and receive

 

10


a floating rate. Interest rate swaps are efficient as asset/liability management tools. In more complex swaps, the notional principal amount may decline (or amortize) over time.

     During the term of the swap, changes in the value of the swap are recognized as unrealized gains or losses by “marking-to-market” to reflect the market value of the swap. When the swap is terminated, the Trust will record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Trust’s basis in the contract, if any.

     The Trust is exposed to credit loss in the event of non-performance by the other party to the swap. However, the Trust closely monitors swaps and does not anticipate non-performance by any counterparty.

Swap Options: Swap options are similar to options on securities except that instead of selling or purchasing the right to buy or sell a security, the writer or purchaser of the swap option is granting or buying the right to enter into a previously agreed upon interest rate swap agreement at any time before the expiration of the option. Premiums received or paid from writing or purchasing options are recorded as liabilities or assets and are 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 commission, is also treated as a realized gain or loss. If an option is exercised, the premium paid or received is added to the cost of the purchase or proceeds from the sale in determining whether the Trust has realized a gain or loss on investment transactions.

     The main risk that is associated with purchasing swap options is that the swap option expires without being exercised. In this case, the option expires worthless and the premium paid for the swap option is considered the loss. The main risk that is associated with the writing of a swap option is the market risk of an unfavorable change in the value of the interest rate swap underlying the written swap option.

     Swap options may be used by the Trust to manage the duration of the Trust’s portfolio in a manner similar to more generic options described above.

Interest Rate Caps: Interest rate caps are similar to interest rate swaps, except that one party agrees to pay a fee, while the other party pays the excess, if any, of a floating rate over a specified fixed or floating rate.

     Interest rate caps are intended to both manage the duration of the Trust’s portfolio and its exposure to changes in short-term interest rates. Owning interest rate caps reduces a portfolio’s duration, making it less sensitive to changes in interest rates from a market value perspective. The effect on income involves protection from rising short-term interest rates, which the Trust experiences primarily in the form of leverage.

     The Trust is exposed to credit loss in the event of non-performance by the other party to the interest rate cap. However, the Trust does not anticipate non-performance by any counterparty.

     Transaction fees paid or received by the Trust are recognized as assets or liabilities and amortized or accreted into interest expense or income over the life of the interest rate cap. The asset or liability is subsequently adjusted to the current market value of the interest rate cap purchased or sold. Changes in the value of the interest rate cap are recognized as unrealized gains and losses.

Interest Rate Floors: Interest rate floors are similar to interest rate swaps, except that one party agrees to pay a fee, while the other party pays the deficiency, if any, of a floating rate under a specified fixed or floating rate.

     Interest rate floors are used by the Trust to both manage the duration of the portfolios and their exposure to changes in short-term interest rates. Selling interest rate floors reduces a portfolio’s duration, making it less sensitive to changes in interest rates from a market value perspective. The Trust’s leverage provides extra income in a period of falling rates. Selling floors reduces some of that extra income by partially monetizing it as an up front payment which the Trust receives.

     The Trust is exposed to credit loss in the event of non-performance by the other party to the interest rate floor. However, the Trust does not anticipate non-performance by any counterparty.

     Transaction fees paid or received by the Trust is recognized as assets or liabilities and amortized or accreted into interest expense or income over the life of the interest rate floor. The asset or liability is subsequently adjusted to the current market value of the interest rate floor purchased or sold. Changes in the value of the interest rate floor are recognized as unrealized gains and losses.

Financial Futures Contracts: A futures contract is an agreement between two parties to buy and 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 the futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses by “marking-to-market” on a daily basis to reflect the market value of the contract at the end of each day’s trading. Variation margin payments are made or received, depending upon whether unrealized gains or losses are incurred. When the contract is closed, the Trust records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Trust’s basis in the contract.

     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. 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 may attempt to manage the duration of positions so that changes in interest rates do not change the duration of the portfolio unexpectedly.

Short Sales: The Trust may make short sales of securities as a method of managing potential price declines in similar securities owned. When the Trust makes a short sale, it may borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. The Trust may have to pay a fee to borrow the particular securities and may be obligated to pay over any payments received on such borrowed securities. A gain, limited to the price at which the Trust sold

 

11


the security short, or a loss, unlimited as to dollar amount, will be recognized upon the termination of a short sale if the market price is greater or less than the proceeds originally received.

Security Lending: The Trust may lend its portfolio securities to qualified institutions. The loans are secured by collateral at least equal, at all times, to the market value of the securities loaned. The Trust may bear the risk of delay in recovery of, or even loss of rights in, the securities loaned should the borrower of the securities fail financially. The Trust receives compensation for lending their securities in the form of interest on the loan. The Trust also continues to receive interest on the securities loaned, and any gain or loss in the market price of the securities loaned that may occur during the term of the loan will be for the accounts of the Trust. The Trust did not enter into any security lending transactions during the year ended October 31, 2004.

Segregation: In cases in which the Investment Company Act of 1940, as amended, and the interpretive positions of the Securities and Exchange Commission (“SEC”) require that the Trust segregate assets in connection with certain Trust investments (e.g., when issued securities, reverse repurchase agreements or futures contracts), the Trust will, consistent with certain interpretive letters issued by the SEC, designate on its books and records cash or other liquid securities having a market value at least equal to the amount that would otherwise be required to be physically segregated.

Federal Income Taxes: It is the Trust’s intention to continue to be treated as a regulated investment company under the Internal Revenue Code and to distribute sufficient amounts of its taxable income to shareholders. Therefore, no Federal income tax provisions are required. As part of a tax planning strategy, the Trust intends to retain a portion of its taxable income and pay an excise tax on the undistributed amounts.

Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification of Capital Accounts: In order to present undistributed (distribution in excess of) net investment income (“UNII”), accumulated net realized gain (“Accumulated Gain”) and paid-in capital (“PIC”) more closely to its tax character, the following accounts for the Trust were increased (decreased):

UNII 
 
Accumulated Gain 
 
PIC 



$338,612 
 
$(53,824) 
 
$(284,788) 

Note 2. Agreements     The Trust has an Investment Management Agreement with BlackRock Advisors, Inc. (the “Advisor”), which is a wholly owned subsidiary of BlackRock, Inc., which in turn is an indirect, majority owned subsidiary of The PNC Financial Services Group, Inc. The Investment Management Agreement covers both investment advisory and administration services.
 
   

 

 

         The Trust reimburses BCT for its pro-rata share of applicable expenses, including investment advisory and administrative fees, in an amount equal to the proportionate amount of average net assets which are held by the Trust relative to the average net assets of BCT.

Note 3. Portfolio
Investments  
  Purchases and sales of investment securities, other than short-term investments, dollar rolls and U.S. government securities, for the year ended October 31, 2004 aggregated $3,255,939 and $4,463,842, respectively. Purchases and sales of U.S. government securities for the year ended October 31, 2004 aggregated $6,215,742 and $3,516,882, respectively.
 
   

         The Trust may from time to time purchase in the secondary market certain mortgage pass-through securities packaged or master serviced by affiliates or mortgage related securities containing loans or mortgages originated by PNC Bank or its affiliates, including Midland Loan Services, Inc., each of which is an affiliate of BlackRock Advisors, Inc. It is possible under certain circumstances, that PNC Mortgage Securities Corp. or its affiliates, including Midland Loan Services, Inc., could have interests that are in conflict with the holders of these mortgage backed securities, and such holders could have rights against PNC Mortgage Securitites Corp. or its affiliates, including Midland Loan Services, Inc.

     The Federal income tax basis of the Trust’s investments at October 31, 2004 was $54,876,255, and accordingly, net unrealized appreciation was $2,039,354 (gross unrealized appreciation—$2,973,766, gross unrealized depreciation—$934,412).

     For Federal income tax purposes, the Trust had a capital loss carryforward at November 30, 2003, the Trust’s tax year-end, of $2,518,895 expiring in 2011. This amount may be used to offset future realized capital gains.

Details of open financial futures contracts at October 31, 2004 were as follows:

Number of 
Expiration 
 
Value at 
   
Value at 
Unrealized 
Contracts 
Type 
Date 
 
Trade Date 
   
October 31, 2004 
Appreciation 




 
   
Long Position: 
     
                   
53 
  10 Yr. U.S. T-Note   
Dec. ’04 
   
$5,902,127 
   
$6,018,813 
 
$116,687 
5 
  30 Yr. U.S. T-Bond   
Dec. ’04 
   
551,808 
   
569,219 
 
17,411 
 
   
 
           
   
 
$134,098 
 

Note 4. Borrowings   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. Interest on the value of reverse repurchase agreements issued and outstanding is based upon competitive market rates at the time of issuance. At the time the Trust enters into
 
   

12


a reverse repurchase agreement, it establishes and maintains a segregated account with the lender, containing liquid investment grade securities having a value not less than the repurchase price, including accrued interest of the reverse repurchase agreement.

     The average daily balance of reverse repurchase agreements outstanding for the year ended October 31, 2004 was approximately $21,882,557 at a weighted average interest rate of approximately 1.20% .

     Details of open reverse repurchase agreements at October 31, 2004 were as follows:

Trade 
Net Closing 
Counter Party 
Rate 
Date 
Maturity Date 
Amount 
Par 






Credit Suisse First Boston LLC 
1.75% 
10/18/04 
11/16/04 
$19,288,718 
$19,262,500 

Details of underlying collateral for open reverse repurchase agreements at October 31, 2004 were as follows:

Maturity 
Description 
Rate 
Date 
Original Face 
Current Face 
Market Value 






U.S. Treasury Bonds Strip 
zero coupon 
11/15/09 
$23,000,000 
$23,000,000 
$19,334,605 

     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/or by the lower repurchase price at the future date.

     The Trust did not enter into any dollar roll transactions during the year ended October 31, 2004.

Note 5. Distributions    The tax character of distributions paid during the year ended October 31, 2004 and the year ended October 31, 2003 were as follows: 
to Shareholders     

     As of October, 2004, the components of distributable earnings on a tax basis were as follows:

 
Year ended October 31, 2004
 

 
Ordinary Income 
Long-term
Capital Gain 
Total Distributions 
 


 
$5,505,484 
$851,454 
$6,356,938 
 
Year ended October 31, 2003
 

 
Ordinary Income 
Long-term
Capital Gain 
Total Distributions 
 


 
$    —
$    —
$    —


 

 

 

 

 

 

As of October, 2004, the components of distributable earnings on a tax basis were as follows:
 
 
Undistributed
Ordinary
Income
 
Undistributed
Long-term

Gains
Unrealized
Net Appreciation
 
 


 
$5,414,458 
$    — 
$2,039,355 

 

 

 

 

 

Note 6. Capital    There are 200 million shares of $0.01 par value common shares authorized. BCT owned all of the 2,957,093 shares outstanding at October 31, 2004.   
       

13


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders of BlackRock BCT Subsidiary, Inc (“Trust”):

     We have audited the accompanying statements of assets and liabilities of the Trust, including the portfolios of investments, as of October 31, 2004, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. 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 standards of the Public Company Accounting Oversight Board (United States). 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 October 31, 2004, 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, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Trust as of October 31, 2004, the results of their operations and cash flows for the year then ended, and the changes in their net assets each of the two years in the period then ended, and the financial highlights for each of the periods presented in conformity with accounting principles generally accepted in the United States of America.


Boston, Massachusetts
December 23, 2004

14


DIRECTORS/TRUSTEES INFORMATION (Unaudited)

Independent Trustees

 
Name, address, age    Andrew F. Brimmer    Richard E. Cavanagh    Kent Dixon    Frank J. Fabozzi 
    P.O. Box 4546    P.O. Box 4546    P.O. Box 4546    P.O. Box 4546 
    New York, NY 10163-4546    New York, NY 10163-4546    New York, NY 10163-4546    New York, NY 10163-4546 
    Age: 77    Age: 58    Age: 67    Age: 56 

Current positions held with    Lead Trustee    Trustee    Trustee    Trustee 
the Trusts    Audit Committee Chairman2    Audit Committee Member    Audit Committee Member2    Audit Committee Member3 
                 

Term of office and length    3 years5 / since inception    3 years5 / since inception    3 years5 / since inception    3 years5 / since inception 
of time served                 

Principal occupations    President of Brimmer &    President and Chief Executive    Consultant/Investor.    Consultant. Editor of THE 
during the past five years    Company, Inc., a Washington,    Officer of The Conference Board,    Former President and Chief    JOURNAL OF PORTFOLIO 
    D.C.-based economic and    Inc., a leading global business    Executive Officer of    MANAGEMENT and 
    financial consulting firm, also    research organization, from 1995-    Empire Federal Savings    Frederick Frank Adjunct 
    Wilmer D. Barrett Professor of    present. Former Executive Dean of    Bank of America and Banc    Professor of Finance at the 
    Economics, University of    the John F. Kennedy School of    PLUS Savings Association,    School of Management at Yale 
    Massachusetts – Amherst.    Government at Harvard University    former Chairman of the    University. Author and editor 
    Formerly member of the Board    from 1988-1995. Acting Director,    Board, President and Chief    of several books on fixed 
    of Governors of the Federal    Harvard Center for Business and    Executive Officer of    income portfolio management. 
    Reserve System. Former    Government (1991-1993). Formerly    Northeast Savings.    Visiting Professor of Finance 
    Chairman, District of Columbia    Partner (principal) of McKinsey &        and Accounting at the Sloan 
    Financial Control Board.    Company, Inc. (1980- 1988).        School of Management, 
        Former Executive Director of        Massachusetts Institute of 
        Federal Cash Management, White        Technology from 1986 to 
        House Office of Management and        August 1992. 
        Budget (1977-1979). Co-author,        
        THE WINNING PERFORMANCE      
        (best selling management book pub-        
        lished in 13 national editions).         

Number of portfolios    52    52    52    52 
overseen within the fund                 
complex                 

Other Directorships held    Director of CarrAmerica Realty    Trustee: Aircraft Finance Trust    Former Director of ISFA    Director, Guardian Mutual 
outside of the fund    Corporation and Borg-Warner    (AFT) and Educational Testing    (the owner of INVEST, a    Funds Group (18 portfolios). 
complex    Automotive. Formerly Director    Service (ETS). Director, Arch    national securities broker-     
    of Airborne Express,    Chemicals, Fremont Group and The    age service designed for     
    BankAmerica Corporation    Guardian Life Insurance Company    banks and thrift     
    (Bank of America), BellSouth    of America.    institutions).     
    Corporation, College             
    Retirement Equities Fund             
    (Trustee), Commodity             
    Exchange, Inc. (Public             
    Governor), Connecticut Mutual             
    Life Insurance Company, E.I.             
    du Pont de Nemours &             
    Company, Equitable Life             
    Assurance Society of the             
    United States, Gannett             
    Company, Mercedes-Benz of             
    North America, MNC Financial             
    Corporation (American             
    Security Bank), NCM Capital             
    Management, Navistar             
    International Corporation, PHH             
    Corp. and UAL Corporation             
    (United Airlines).             

For “Interested Director/                 
Trustee” relationships,                 
events or transactions by                 
reason of which the Trustee                 
is an interested person as                 
defined in Section 2(a)(19)                 
of the 1940 Act                 


1      Interested Trustee as defined by Section 2(a)(19) of the Investment Company Act of 1940.
2      The Board of each Trust has determined that each Trust has two Audit Committee financial experts serving on its Audit Committee, Dr. Brimmer and Mr. Dixon, both of whom are independent for the purpose of the definition of Audit Committee financial expert as applicable to the Trusts.
3      Trustee since inception; appointed Chairman of the Board on August 22, 2002.
4      Appointed Audit Committee Member on May 24, 2004.

 

15


Independent Trustees (continued) 
 
Interested Trustees1 

R. Glenn Hubbard    James Clayburn La Force, Jr.    Walter F. Mondale    Ralph L. Schlosstein    Robert S. Kapito 
P.O. Box 4546    P.O. Box 4546    P.O. Box 4546    BlackRock, Inc.    BlackRock, Inc. 
New York, NY 10163-4546    New York, NY 10163-4546    New York, NY 10163-4546    40 East 52nd Street    40 East 52nd Street 
Age: 46    Age: 75    Age: 76    New York, NY 10022    New York, NY 10022 
            Age: 53    Age: 47 

Trustee    Trustee    Trustee    Chairman of the Board4    President and Trustee 

3 years5 / since November 16,    3 years5 / since inception    3 years5 / since inception6    3 years5 / since inception    3 years5 / since August 22, 
2004                2002 

Dean of Columbia Business    Dean Emeritus of the John E.    Senior Counsel, Dorsey &    Director since 1999 and    Vice Chairman of BlackRock, 
School since July 1, 2004.    Anderson Graduate School of    Whitney, LLP, a law firm    President of BlackRock, Inc.    Inc. Head of the Portfolio 
Columbia faculty member since    Management, University of    (January 2004-present);    since its formation in 1998 and    Management Group. Also a 
1988. Co-director of Columbia    California since July 1, 1993.    Partner, Dorsey & Whitney,    of BlackRock, Inc.’s predeces-    member of the Management 
Business School’s Entrepreneur-    Acting Dean of the School of    LLP, (December 1996-    sor entities since 1988. Member    Committee, the Investment 
ship Program 1994-1997.    Business, Hong Kong    December 2003, September    of the Management Committee    Strategy Group, the Fixed 
Visiting professor at Harvard’s    University of Science and    1987-August 1993). Formerly    and Investment Strategy Group    Income and Global Operating 
Kennedy School of Government    Technology 1990-1993. From    U.S. Ambassador to Japan    of BlackRock, Inc. Formerly,    Committees and the Equity 
and Harvard Business School,    1978 to September 1993, Dean    (1993-1996). Formerly Vice    Managing Director of Lehman    Investment Strategy Group. 
as well as the University of    of the John E. Anderson    President of the United States,    Brothers, Inc. and Co-head of    Responsible for the portfolio 
Chicago. Visiting scholar at the    Graduate School of    U.S. Senator and Attorney    its Mortgage and Savings    management of the Fixed 
American Enterprise Institute in    Management, University of    General of the State of    Institutions Group. Chairman    Income, Domestic Equity and 
Washington and member of    California.    Minnesota. 1984 Democratic    and President of the BlackRock    International Equity, Liquidity, 
International Advisory Board of        Nominee for President of the    Liquidity Funds and Director    and Alternative Investment 
the MBA Program of Ben-        United States.    of several of BlackRock’s    Groups of BlackRock. 
Gurion University. Deputy assis-            alternative investment vehicles.     
tant secretary of the U.S.                 
Treasury Department for Tax                 
Policy 1991–1993. Chairman of                 
the U.S. Council of Economic                 
Advisers under the President of                 
the United States 2001–2003.                 

52    52    52    62    52 

Director of ADP, Dex Media,    Payden & Rygel Investment    Director of United Health    Member of the Visiting Board    Chairman of the Hope and 
KKR Financial Corporation,    Trust, Metzler-Payden    Foundation and the Japan    of Overseers of the John F.    Heroes Children’s Cancer 
and Ripplewood Holdings.    Investment Trust, Advisors    Society. Member of the Hubert    Kennedy School of Government    Fund. President of the Board 
Formerly on the advisory    Series Trust, Arena    H. Humphrey Institute of    at Harvard University, a member    of Directors of the Periwinkle 
boards of the Congressional    Pharmaceuticals, Inc. and    Public Affairs Advisory Board,    of the board of the Financial    National Theatre for Young 
Budget Office, the Council on    CancerVax Corporation.    The Mike and Maureen    Institutions Center of The    Audiences. Director of 
Competitiveness, the American        Mansfield Foundation, Dean’s    Wharton School of the    icruise.com, Corp. 
Council on Capital Formation,        Board of Visitors of the    University of Pennsylvania, a     
the Tax Foundation and the        Medical School at the    trustee of the American     
Center for Addiction and        University of Minnesota, and    Museum of Natural History, a     
Substance Abuse. Trustee of        the Mayo Foundation Advisory    trustee of Trinity School in New     
Fifth Avenue Presbyterian        Council to the President.    York City, a member of the     
Church of New York.            Board of Advisors of Marujupu     
            LLC, and a trustee of New     
            Visions for Public Education     
            and of The Public Theater in     
            New York City. Formerly, a     
            director of Pulte Corporation,     
            the nation’s largest homebuilder,     
            a Trustee of Denison University     
            and a member of Fannie Mae’s     
            Advisory Council.     

            Director and President of the    Director and Vice Chairman of 
            Advisor    the Advisor. 

5      The Board is classified into three classes of which one class is elected annually. Each Trustee serves a three-year term concurrent with the class from which he is elected.
6      Except during the period 10/31/02 through 11/11/02.
 

 

16


BCT Subsidiary, Inc.

Directors    Accounting Agent and Custodian 
   Ralph L. Schlosstein, Chairman       State Street Bank and Trust Company 
   Andrew F. Brimmer       255 Franklin Street 
   Richard E. Cavanagh       Boston, MA 02110 
   Kent Dixon 
   Frank J. Fabozzi    Transfer Agent 
   R. Glenn Hubbard1       EquiServe Trust Company, N.A. 
   Robert S. Kapito       250 Royall Street 
   James Clayburn La Force, Jr.       Canton, MA 02021 
   Walter F. Mondale       (800) 699-1BFM 
     
Officers    Independent Registered Public Accounting Firm 
   Robert S. Kapito, President       Deloitte & Touche LLP 
   Henry Gabbay, Treasurer      200 Berkeley Street 
   Bartholomew Battista, Chief Compliance Officer       Boston, MA 02116 
   Anne Ackerley, Vice President    
   Richard M. Shea, Vice President/Tax   Legal Counsel 
   James Kong, Assistant Treasurer       Skadden, Arps, Slate, Meagher & Flom LLP 
   Vincent B. Tritto, Secretary        Four Times Square 
   Brian P. Kindelan, Assistant Secretary      New York, NY 10036 
 
Investment Advisor   Legal Counsel – Independent Directors 
   BlackRock Advisors, Inc.      Debevoise & Plimpton LLP 
   100 Bellevue Parkway       919 Third Avenue 
   Wilmington, DE 19809        New York, NY 10022 
   (800) 227-7BFM     
       This report is for shareholder information. This is not a 
    prospectus intended for use in the purchase or sale of Trust shares. 
1 Appointed November 16, 2004    Statements and other information contained in this report are as 
    dated and are subject to change. 

The Trusts will mail only one copy of shareholder documents, including annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact the Trusts at (800)699-1BFM.

The Trusts have delegated to the Advisor the voting of proxies relating to their voting securities pursuant to the Advisor’s proxy voting policies and procedures. You may obtain a copy of these proxy voting policies and procedures, without charge, by calling (800) 699-1BFM. These policies and procedures are also available on the website of the Securities and Exchange Commission (the “Commission”) at http://www.sec.gov.

Information on how proxies relating to the Trusts’ voting securities were voted (if any) by the Advisor during the most recent 12-month period ended June 30th is available, upon request, by calling (800) 699-1BFM or on the website of the Commission at http://www.sec.gov.

The Trusts file their complete schedule of portfolio holdings for the first and third quarters of their respective fiscal years with the Commission on Form N-Q. Each Trust’s Form N-Q will be available on the Commission’s website at http://www.sec.gov. Each Trust’s Form N-Q, when available, may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information regarding the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Each Trust’s Form N-Q, when available, may also be obtained, upon request, by calling (800) 699-1BFM.

This report is for shareholder information. This is not a prospectus intended
for use in the purchase or sale of Trust shares. Statements and other
information contained in this report are as dated and are subject to change.

Item 2. Code of Ethics.

(a) The Registrant has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

(b) Not applicable.

(c) The Registrant has not amended its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto.

(d) The Registrant has not granted a waiver or an implicit waiver from a provision of its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto.

(e) Not applicable.

(f) The Registrant's Code of Ethics is attached as an Exhibit hereto.

Item 3. Audit Committee Financial Expert.

The Registrant's Board of Trustees has determined that it has two audit committee financial experts serving on its audit committee, each of whom is an "independent" Trustee: Dr. Andrew F. Brimmer and Mr. Kent Dixon. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $0 for the fiscal year ended October 31, 2004 and $0 for the fiscal year ended October 31, 2003.

(b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not

 


reported above in Item 4(a) were $0 for the fiscal year ended October 31, 2004 and $0 for the fiscal year ended October 31, 2003. The nature of these services was attest services not required by statute or regulation, overhead and out-of-pocket expenses.

(c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $0 for the fiscal year ended October 31, 2004 and $0 for the fiscal year ended October 31, 2003. The nature of these services was federal, state and local income and excise tax return preparation and related advice and planning and miscellaneous tax advice.

(d) All Other Fees. There were no fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above in Items 4(a) through (c).

(e) Audit Committee Pre-Approval Policies and Procedures

      (1) The Registrant has polices and procedures (the "Policy") for the pre-approval by the Registrant's Audit Committee of Audit, Audit-Related, Tax and Other Services (as each is defined in the Policy) provided by the Trust's independent auditor (the "Independent Auditor") to the Registrant and other "Covered Entities" (as defined below). The term of any such pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The amount of any such pre-approval is set forth in the appendices to the Policy (the "Service Pre-Approval Documents"). At its first meeting of each calendar year, the Audit Committee will review and re-approve the Policy and approve or re-approve the Service Pre-Approval Documents for that year, together with any changes deemed necessary or desirable by the Audit Committee. The Audit Committee may, from time to time, modify the nature of the services pre-approved, the aggregate level of fees pre-approved or both.

      For the purposes of the Policy, "Covered Services" means (A) all engagements for audit and non-audit services to be provided by the Independent Auditor to the Trust and (B) all engagements for non-audit services related directly to the operations and financial reporting or the Trust to be provided by the Independent Auditor to any Covered Entity, "Covered Entities" means (1) the Advisor or (2) any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the Trust.

      In the intervals between the scheduled meetings of the Audit Committee, the Audit Committee delegates pre-approval authority under this Policy to the Chairman of the Audit Committee (the "Chairman"). The Chairman shall report any pre-approval decisions under this Policy to the Audit Committee at its next scheduled meeting. At each scheduled meeting, the Audit Committee will review with the Independent Auditor the Covered Services pre-approved by the Chairman pursuant to delegated authority, if any, and the fees related thereto. Based on these reviews, the Audit Committee can modify, at its discretion, the pre-approval originally granted by the Chairman pursuant to delegated authority. This modification can be to the nature of services pre-approved, the aggregate level of fees approved, or both. Pre-approval of Covered Services by the Chairman pursuant to delegated authority is expected to be the exception rather than the rule and the

      


Audit Committee may modify or withdraw this delegated authority at any time the Audit Committee determines that it is appropriate to do so.

     Fee levels for all Covered Services to be provided by the Independent Auditor and pre-approved under this Policy will be established annually by the Audit Committee and set forth in the Service Pre-Approval Documents. Any increase in pre-approved fee levels will require specific pre-approval by the Audit Committee (or the Chairman pursuant to delegated authority).

     The terms and fees of the annual Audit services engagement for the Trust are subject to the specific pre-approval of the Audit Committee. The Audit Committee (or the Chairman pursuant to delegated authority) will approve, if necessary, any changes in terms, conditions or fees resulting from changes in audit scope, Trust structure or other matters.

     In addition to the annual Audit services engagement specifically approved by the Audit Committee, any other Audit services for the Trust not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority.)

     Audit-Related services are assurance and related services that are not required for the audit, but are reasonably related to the performance of the audit or review of the financial statements of the Registrant and, to the extent they are Covered Services, the other Covered Entities (as defined in the Joint Audit Committee Charter) or that are traditionally performed by the Independent Auditor. Audit-Related services that are Covered Services and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).

     The Audit Committee believes that the Independent Auditor can provide Tax services to the Covered Entities such as tax compliance, tax planning and tax advice without impairing the auditor’s independence. However, the Audit Committee will not permit the retention of the Independent Auditor in connection with a transaction initially recommended by the Independent Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. Tax services that are Covered Services and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).

     All Other services that are covered and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).

     Requests or applications to provide Covered Services that require approval by the Audit Committee (or the Chairman pursuant to delegated authority) must be submitted to the Audit Committee or the Chairman, as the case may be, by both the Independent Auditor and the Chief Financial Officer of the respective Covered Entity, and must include a joint statement as to whether, in their view, (a) the request or application is consistent with the rules of the Securities and Exchange Commission ("SEC") on auditor independence and (b) the requested service is or is not a non-audit service prohibited by the SEC. A request or application submitted to the Chairman between scheduled meetings of the Audit Committee should include a discussion as to why approval is being sought prior to the next regularly scheduled meeting of the Audit Committee.


     (2) None of the services described in each of Items 4(b) through (d) were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

     (f) Not applicable.

     (g) The aggregate non-audit fees billed by the Trust's accountant for services rendered to the Trust, the Advisor (except for any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the registrant that directly impacted the Trust for each of the last two fiscal years were $0 for the fiscal year ended October 31, 2004 and $0 for the fiscal year ended October 31, 2003.

     (h) Not applicable.

Item 5. Audit Committee of Listed Registrants.

The Registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The audit committee of the Registrant is comprised of: Dr. Andrew F. Brimmer; Richard E. Cavanagh; Kent Dixon and Frank Fabozzi.

Item 6. Schedule of Investments.

The Registrant’s Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

The Registrant has delegated the voting of proxies relating to its voting securities to its investment advisor, BlackRock Advisors, Inc. (the "Advisor") and its sub-advisor, BlackRock Financial Management, Inc. (the "Sub-Advisor"). The Proxy Voting Policies and Procedures of the Advisor and Sub-Advisor (the "Proxy Voting Policies") are attached as an Exhibit 99.PROXYPOL hereto.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Companies and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.


(a) The Registrant's principal executive officer and principal financial officer have evaluated the Registrant's disclosure controls and procedures as of a date within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures are effective, as of such date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The Registrant's principal executive officer and principal financial officer are aware of no changes in the Registrant's internal control over financial reporting that occurred during the Registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Code of Ethics attached as EX-99.CODE ETH.

(a)(2) Separate certifications of Principal Executive and Financial Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 attached as EX-99.CERT.

(a)(3) Not applicable.

(b) Certification of Principal Executive and Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished as EX-99.906CERT.

Proxy Voting Policies attached as EX-99.PROXYPOL.

 


SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)      BCT Subsidiary, Inc.

By: /s/ Henry Gabbay
_______________________________________________________________
Name: Henry Gabbay
Title: Treasurer
Date: January 4, 2005

      Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Robert S. Kapito
_______________________________________________________________
Name: Robert S. Kapito
Title: Principal Executive Officer
Date: January 4, 2005

By: /s/ Henry Gabbay
_______________________________________________________________
Name: Henry Gabbay
Title: Principal Financial Officer
Date: January 4, 2005