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The Target Portfolio Trust
Supplement dated November 14, 1996 to
Prospectus dated April 30, 1996
DESCRIPTION OF THE PORTFOLIOS
Other Investments and Policies
In circumstances where the Trust's custodian maintains a segregated account
for a Portfolio of the Trust for options transactions, foreign currency exchange
contracts, indexed commercial paper, reverse repurchase agreements, dollar rolls
or the purchase of when-issued and delayed delivery securities, the funds to be
maintained in a segregated account include cash, U.S. Government securities,
equity securities or other liquid, unencumbered assets, marked-to-marked daily,
having a value equal to or greater than the Portfolio's commitments.
MANAGEMENT OF THE TRUST
Manager
The Manager and the Trust have received an exemptive order from the
Securities and Exchange Commission which permits the Manager, subject to, among
other things, initial shareholder authority, to thereafter enter into or amend
Advisory Agreements without obtaining shareholder approval each time. On October
30, 1996 shareholders voted affirmatively to give the Trust this ongoing
authority. With Board approval, the Manager is permitted to employ new Advisers
for the Portfolios, change the terms of the Portfolios Advisory Agreements or
enter into a new Advisory Agreement with an existing Adviser after events that
cause an automatic termination of the old Advisory Agreement with that Adviser.
Shareholders of a Portfolio continue to have the right to terminate an Advisory
Agreement for the Portfolio at any time by a vote of the majority of the
outstanding voting securities of the Portfolio. Shareholders will be notified of
any Adviser changes or other material amendments to Advisory Agreements that
occur under these arrangements.
Advisers
Large Capitalization Value Portfolio
On July 9, 1996, the Trustees approved a new subadvisory agreement for the
Large Capitalization Value Portfolio with Hotchkis and Wiley (H&W) to become
effective upon the sale of H&W to Merrill Lynch & Co., Inc. (Merrill Lynch).
This new subadvisory agreement was approved by the shareholders of the Portfolio
on October 30, 1996.
Effective November 12, 1996, H&W became a separate business unit of Merrill
Lynch. H&W will continue to use the same investment philosophy and personnel to
provide service to the Portfolio. H&W was established in 1980 and, as of
September 30, 1996, had approximately $9.7 billion in assets under management
for corporate, public, endowment and foundation and mutual fund clients.
H&W and INVESCO Capital Management Inc., the other adviser to the Portfolio,
are paid a fee by the Manager at an annual rate of .30 of 1% of the average
daily net assets of the portion of the Portfolio's assets managed by them.
PURCHASE AND REDEMPTION OF SHARES
How to Purchase Shares
Shares of the Portfolios are available to (i) participants in the Target
Program with the payment of the Target Program fee and (ii) banks, trust
companies, other investment advisory services and certain fee-based programs
sponsored by Prudential Securities or its affiliates which include mutual funds
as investment options and for which the Portfolios are an available option
without payment of the Target Program fee. Such programs may require payment of
different fees. Trustees of the Trust, employees of Prudential Securities and
PMF and their subsidiaries, and members of the families of such persons who
maintain an ``employee related'' account at Prudential Securities may also
participate in the Target Program without the imposition of the Target Program
fee.
TMF158c-2(11/14/96)
