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<PAGE> PAGE 2
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<PAGE> PAGE 4
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SIGNATURE HENRY GABBAY
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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<CIK> 0000839636
<NAME> THE BLACKROCK TARGET TERM TRUST INC.
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</TABLE>
For the semi-annual period ended
June 30, 1997
File number 811-5657
SUB-ITEM 77Q1 Exhibits
(e) Amended Investment
Advisory Contract.
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated April 15,
1997, between The BlackRock Target
Term Trust Inc. ("BTT") (the
"Trust"), a corporation, and
BlackRock Financial Management,
Inc. (the "Adviser"), a Delaware
corporation.
In consideration of the mutual
promises and agreement herein
contained and other good and
valuable consideration, the receipt
of which is hereby acknowledged, it
is agreed by and between the
parties hereto as follows:
1. In General
The Adviser agrees, all as
more fully set forth herein, to act
as investment adviser to the Trust
with respect to the investment of
the Trust's assets and to supervise
and arrange the purchase of
securities for and the sale of
securities held in the investment
portfolio of the Trust.
2. Duties and obligations of the
Adviser with respect to investments
of assets of the Trust
(a) Subject to the succeeding
provisions of this section and
subject to the direction and
control of the Trust's Board of
Directors, the Adviser shall (i)
act as investment adviser for and
supervise and manage the investment
and reinvestment of the Trust's
assets and in connection therewith
have complete discretion in
purchasing and selling securities
and other assets for the Trust and
in voting, exercising consents and
exercising all other rights
appertaining to such securities and
other assets on behalf of the
Trust; (ii) supervise continuously
the investment program of the Trust
and the composition of its
investment portfolio; and (iii)
arrange, subject to the provisions
of paragraph 3 hereof, for the
purchase and sale of securities and
other assets held in the investment
portfolio of the Trust.
(b) In the performance of its
duties under this Agreement, the
Adviser shall at all times conform
to, and act in accordance with, any
requirements imposed by (i) the
provisions of the Investment
Company Act of 1940 (the "Act"),
and of any rules or regulations in
force thereunder; (ii) any other
applicable provision of law; (iii)
the provisions of the Articles of
Incorporation and By-Laws of the
Trust, as such documents are
amended from time to time; (iv) the
investment objective and policies
of the Trust as set forth in its
Registration Statement on Form N-2;
and (v) any policies and
determinations of the Board of
Directors of the Trust.
(c) The Adviser will bear all
costs and expenses of its partners
and employees and any overhead
incurred in connection with its
duties hereunder and shall bear the
costs of any salaries or directors
fees of any officers or directors
of the Trust who are affiliated
persons (as defined in the Act) of
the Adviser except that the Board
of Directors of the Trust may
approve reimbursement to the
Adviser of the pro rata portion of
the salaries, bonuses, health
insurance, retirement benefits and
all similar employment costs for
the time spent on Trust operations
(other than the provisions of
investment advice) of all personnel
employed by the Adviser who devote
substantial time to Trust
operations or the operations of
other investment companies advised
by the Adviser.
(d) The Adviser shall give
the Trust the benefit of its best
judgment and effort in rendering
services hereunder, but the Adviser
shall not be liable for any act or
omission or for any loss sustained
by the Trust in connection with the
matters to which this Agreement
relates, except a loss resulting
from willful misfeasance, bad faith
or gross negligence in the
performance of its duties, or by
reason of its reckless disregard of
its obligations and duties under
this Agreement.
(e) Nothing in this Agreement
shall prevent the Adviser or any
partner, officer, employee or other
affiliate thereof from acting as
investment adviser for any other
person, firm or corporation, or
from engaging in any other lawful
activity, and shall not in any way
limit or restrict the Adviser or
any of its partners, officers,
employees or agents from buying,
selling or trading any securities
for its or their own accounts or
for the accounts of others for whom
it or they may be acting, provided,
however that the Adviser will
undertake no activities which, in
its judgment, will adversely affect
the performance of its obligations
under this Agreement.
3. Portfolio Transactions and
Brokerage
The Adviser is authorized, for
the purchase and sale of the
Trust's portfolio securities, to
employ such securities dealers as
may, in the judgment of the
Adviser, implement the policy of
the Trust to obtain the best net
results taking into account such
factors as price, including dealer
spread, the size, type and
difficulty of the transaction
involved, the firm's general
execution and operational
facilities and the firm's risk in
positioning the securities
involved. Consistent with this
policy, the Adviser is authorized
to direct the execution of the
Trust's portfolio transactions to
dealers and brokers furnishing
statistical information or research
deemed by the Adviser to the useful
or valuable to the performance of
its investment advisory functions
for the Trust.
4. Compensation of the Adviser
(a) The Trust agrees to pay
to the Adviser and the Adviser
agrees to accept as full
compensation for all services
rendered by the Adviser as such, a
fee computed and payable monthly in
an amount equal to .45% of the
Trust's average weekly net asset
value on an annualized basis until
termination of the Trust pursuant
to its Articles of Incorporation.
For any period less than a month
during which this Agreement is in
effect, the fee shall be prorated
according to the proportion which
such period bears to a full month
of 28, 29, 30 or 31 days, as the
case may be.
(b) For purposes of this
Agreement, the net assets of the
Trust shall be calculated pursuant
to the procedures adopted by
resolutions of the Directors of the
Trust for calculating the net asset
value of the Trust's shares or
delegating such calculations to
third parties.
5. Indemnity
(a) The Trust hereby agrees
to indemnify the Adviser and each
of the Adviser's partners,
officers, employees, agents,
associates and controlling persons
and the partners, officers,
employees and agents thereof
(including any individual who
serves at the Advisers request as
director, officer, partner, trustee
or the like of another corporation)
(each such person being an
"indemnitee") against any
liabilities and expenses, including
amounts paid in satisfaction of
judgments, in compromise or as
fines and penalties, and counsel
fees (all as provided in accordance
with applicable corporate law)
reasonably incurred by such
indemnitee in connection with the
defense or disposition of any
action, suit or other proceeding,
whether civil or criminal, before
any court or administrative or
investigative body in which he may
be or may have been involved as a
party or otherwise or with which he
may be or may have been threatened,
while acting in any capacity set
forth above in this Section 5 or
thereafter by reason of his having
acted in any such capacity, except
with respect to any matter as to
which he shall have been
adjudicated not to have acted in
good faith in the reasonable belief
that his action was in the best
interest of the Trust and
furthermore, in the case of any
criminal proceeding, so long as he
had no reasonable cause to believe
that the conduct was unlawful,
provided, however, that (1) no
indemnitee shall be indemnified
hereunder against any liability to
the Trust or its shareholders or
any expense of such indemnitee
arising by reason of (i) willful
misfeasance, (ii) bad faith, (iii)
gross negligence or (iv) reckless
disregard of the duties involved in
the conduct of his position (the
conduct referred to in such clauses
(i) through (iv) being sometimes
referred to herein as "disabling
conduct"), (2) as to any matter
disposed of by settlement or a
compromise payment by such
indemnitee, pursuant to a consent
decree or otherwise, no
indemnification either for said
payment or for any other expenses
shall be provided unless there has
been a determination that such
settlement or compromise is in the
best interests of the Trust and
that such indemnitee appears to
have acted in good faith in the
reasonable belief that his action
was in the best interest of the
Trust and did not involve disabling
conduct by such indemnitee and (3)
with respect to any action, suit or
other proceeding voluntarily
prosecuted by any indemnitee as
plaintiff, indemnification shall be
mandatory only if the prosecution
of such action, suit or other
proceeding by such indemnitee was
authorized by a majority of the
full Board of the Trust.
(b) The Trust shall make
advance payments in connection with
the expenses of defending any
action with respect to which
indemnification might be sought
hereunder if the Trust receives a
written affirmation of the
indemnitee's good faith belief that
the standard of conduct necessary
for indemnification has been met
and a written undertaking to
reimburse the Trust unless it is
subsequently determined that he is
entitled to such indemnification
and if the directors of the Trust
determine that the facts then known
to them would not preclude
indemnification. In addition, at
least one of the following
conditions must be met: (A) the
indemnitee shall provide a security
for his undertaking, (B) the Trust
shall be insured against losses
arising by reason of any lawful
advances, or (C) a majority of a
quorum consisting of directors of
the Trust who are neither
"interested persons" of the Trust
(as defined in Section 2(a)(19) of
the Act) nor parties to the
proceeding ("Disinterested Non-
Party Directors") or an
independent legal counsel in a
written opinion, shall determine,
based on a review of readily
available facts (as opposed to a
full trial-type inquiry), that
there is reason to believe that the
indemnitee ultimately will be found
entitled to indemnification.
(c) All determinations with
respect to indemnification
hereunder shall be made (1) by a
final decision on the merits by a
court or other body before whom the
proceeding was brought that such
indemnitee is not liable by reason
of disabling conduct or, (2) in the
absence of such a decision, by (i)
a majority vote of a quorum of the
Disinterested Non-party Directors
of the Trust, or (ii) if such a
quorum is not obtainable or even,
if obtainable, if a majority vote
of such quorum so directs,
independent legal counsel in a
written opinion. All
determinations that advance
payments in connection with the
expense of defending any proceeding
shall be authorized shall be made
in accordance with the immediately
preceding clause (2) above.
The rights accruing to any
indemnitee under these provisions
shall not exclude any other right
to which he may be lawfully
entitled.
6. Duration and Termination
This Agreement shall become
effective on the date it is
approved by the stockholder of the
Trust and shall continue in effect
for a period of two years and
thereafter from year to year, but
only so long as such continuation
is specifically approved at least
annually in accordance with the
requirements of the Act.
This Agreement may be
terminated by the Adviser at any
time without penalty upon giving
the Trust sixty days written notice
(which notice may be waived by the
Trust) and may be terminated by the
Trust at any time without penalty
upon giving the Adviser sixty days
notice (which notice may be waived
by the Adviser), provided that such
termination by the Trust shall be
directed or approved by the vote of
a majority of the Directors of the
Trust in office at the time or by
the vote of the holders of a
"majority" (as defined in the Act)
of the voting securities of the
Trust at the time outstanding and
entitled to vote. This Agreement
shall terminate automatically in
the event of its assignment (as
"assignment" is defined in the
Act).
7. Notices
Any notice under this
Agreement shall be in writing to
the other party at such address as
the other party may designate from
time to time for the receipt of
such notice and shall be deemed to
be received on the earlier of the
date actually received or on the
fourth day after the postmark if
such notice is mailed first class
postage pre-paid.
8. Governing Law
This Agreement shall be
construed in accordance with the
laws of the State of New York for
contracts to be performed entirely
therein without reference to choice
of law principles thereof and in
accordance with the applicable
provisions of the Act.
IN WITNESS WHEREOF, the
parties hereto have caused the
foregoing instrument to be executed
by their duly authorized officers,
all as of the day and the year
first above written.
THE BLACKROCK
TRUSTS
By_________________________________
______
Ralph L.
Schlosstein,
President
BLACKROCK
FINANCIAL MANAGEMENT, INC.
By_________________________________
______
Laurence
D. Fink,
Chairman &
Chief Executive Officer
E:\MATTHEWS\FUNDS\BLCKRCK\BTTNSR.77C
For the semi-annual period ended June 30,
1997
File number 811-5657
SUB-ITEM 77C
Submission of Matters to a Vote of
Security Holders
An Annual Meeting of Shareholders
was held on April 15, 1997. At such
meeting the shareholders approved the
selection of auditors and the election of
directors. Pursuant to Instruction 2 of
this Sub-Item, information as to these
matters has not been included in this
Attachment. In addition, the
Shareholders considered and approved a
proposal to approve a new investment
advisory agreement with BlackRock
Financial Management, Inc. that
eliminates the step-down in the
investment advisory fee schedule. The
number of affirmative votes cast in favor
of this proposal were 35,358,776 and the
number of negative votes cast in
opposition to this proposal were
6,225,412.
