February 22, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for The Target Portfolio Trust
(File No. 811-7064)
On behalf of The Target Portfolio Trust, enclosed for filing under the
Investment Company Act of 1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have also been filed using the EDGAR system. Please
acknowledge receipt of this filing by stamping a copy
of this letter and returning it in the enclosed self-addressed postage paid
envelope.
Very truly yours,
/s/ Marguerite E. H. Morrison Marguerite E.H.
Morrison Assistant Secretary
MM/ln
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form. Please print or type.
1. Name and address of issuer: The Target Portfolio Trust,
One Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this
notice is filed: The Fund offers three classes of shares designated Class
A, Class B and Class C.
3. Investment Company Act File Number: 811-7064.
Securities Act File Number: 33-50476.
4. Last day of fiscal year for which this notice is filed:
December 31, 1995.
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before termination
of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under Rule
24f-2(a)(1), if applicable (see instruction A.6): N/A
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: None/0
8. Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2: None/0
9. Number and aggregate sale price of securities sold during
the fiscal year: 176,705,153/$565,658,562
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to Rule 24f-2:
176,705,153/$565,658,562
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend reinvestment plans,
if applicable
(see instruction B.7): 3,424,122/$29,349,341
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on Rule 24f-2 (from item 10): $565,658,562
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$29,349,341
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$568,112,974
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to filing fees
pursuant to Rule 24e-2
(if applicable): +
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on Rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $26,894,929
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $9,274.11
Instructions: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a).
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 21, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/ S. Jane Rose By (S. Jane
Rose, Secretary)
Date February 21, 1996
THE TARGET PORTFOLIO TRUST TREASURER'S CERTIFICATE
The undersigned, Treasurer of The Target Portfolio Trust, a Delaware
business trust (the "Fund"), does hereby certify as follows:
1. For the fiscal year ended December 31, 1995, the Fund
issued 180,129,275 shares of beneficial interest.
2. In respect of the issuance of such 180,129,275 shares,
the Fund received cash consideration of $ 595,007,903.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date
issued and not less than $.001 per share.
4. To the best of my knowledge and belief, the Fund is in
good standing in the Commonwealth of Delaware.
IN WITNESS WHEREOF, I have hereunto signed my name as Treasurer of the
Fund.
Date: Februrary 21, 1996
/s/ Grace C. Torres Grace C.
Torres
SEAL
Shereff, Friedman, Hoffman & Goodman, LLP 919 Third Avenue
New York, New York 10022-9998
February 21, 1996
The Target Portfolio Trust
One Seaport Plaza
New York, New York 10292
Gentlemen and Ladies:
The Target Portfolio Trust, a Delaware business trust (the "Trust"), is
filing with the Securities and Exchange Commission a Rule 24f-2 Notice (the
"Notice") for the fiscal year ended December 31, 1995 (the "Fiscal Year")
containing the information specified in paragraph (b)(1) of Rule 24f-2 under
the Investment Company Act of 1940 (the "Rule"). The Trust has previously
filed a Registration Statement under the Securities Act of 1933 (File No.
33-50476) containing the declaration authorized by paragraph (a)(1) of the
Rule to the effect that an indefinite number of shares of beneficial interest
of the Trust, par value $.001 per share (the "Shares"), were being registered
by such Registration Statement. The effect of the Notice, when accompanied by
the filing fee, if any, payable as prescribed by paragraph (c) of the Rule and
by this opinion, will be to make definite in number the number of Shares sold
by the Trust during the Fiscal Year in reliance upon the Rule (the "Rule 24f-2
Shares").
We have, as counsel, participated in various corporate and other proceedings
relating to the Trust and to the Rule 24f-2 Shares. We have examined a
certificate of good standing issued by the Secretary of State of the State of
Delaware dated February 16, 1996, and have examined copies, either certified
or otherwise proved to our satisfaction to be genuine, of the Trust's
Declaration of Trust and By-Laws, as now in effect, the minutes of meetings of
its Trustees and other documents relating to its organization and operation.
We have also reviewed the form of the Notice being filed by the Trust. We are
generally familiar with the business affairs of the Trust.
The Trust has advised us that the Rule 24f-2 Shares were sold in the manner
contemplated by the prospectus of the Trust current and effective at the time
of sale, and that the Rule 24f-2 Shares were sold in number within the limits
prescribed by the Declaration of Trust of the Trust for a consideration not
less than the par value thereof, and not less than the net asset value
thereof as required by the Investment Company Act of 1940.
Based upon the foregoing, it is our opinion that:
1. The Trust has been duly organized and is legally existing under the laws
of the State of Delaware.
2. The Trust is authorized to issue an unlimited number of Shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission together with the Notice, and to the filing of this opinion
under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other
than those of the United States of America and the State of New York. We
note that we are not licensed to practice law in the State of Delaware, and
to the extent that any opinion expressed herein involves the law of Delaware,
such opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of that State and, where
applicable, published cases, rules or regulations of regulatory bodies of
that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:JHG:MKN:KLJ:me
