<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
The Target Portfolio Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
THE TARGET PORTFOLIO TRUST
(LARGE CAPITALIZATION GROWTH PORTFOLIO)
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
-----------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
-----------------------
To our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders of the Large
Capitalization Growth Portfolio of The Target Portfolio Trust (the Trust) will
be held at 9:00 a.m. on March 12, 1996, at 199 Water Street, New York, N.Y.
10292, for the following purposes:
1. To approve the subadvisory agreement between Prudential Mutual Fund
Management, Inc. and Oak Associates, Ltd. with respect to the Large
Capitalization Growth Portfolio.
2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Only shares of beneficial interest of the Portfolio of record at the close of
business on January 12, 1996 are entitled to notice of and to vote at this
Meeting or any adjournment thereof.
S. Jane Rose
Secretary
Dated: February 1, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
<PAGE>
THE TARGET PORTFOLIO TRUST
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
-----------------------
PROXY STATEMENT
-----------------------
This statement is furnished to the shareholders of the Large Capitalization
Growth Portfolio (the Portfolio) of The Target Portfolio Trust (the Trust) by
the Trustees of the Trust in connection with their solicitation of proxies for
use at a Special Meeting of Shareholders (the Meeting) to be held at 9:00 a.m.
on March 12, 1996 at 199 Water Street, New York, New York 10292, the Trust's
principal executive office. The purpose of the Meeting and the matters to be
acted upon are set forth in the accompanying Notice of Special Meeting.
The most recent annual and semi-annual reports for the Trust have previously
been sent to stockholders and may be obtained without charge by writing the
Trust at One Seaport Plaza, New York, New York 10292 or by calling 1-800-225-
1852.
It is expected that the Notice of Special Meeting, Proxy Statement and form
of Proxy will first be mailed to shareholders on or about February 5, 1996.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted for the proposals. A Proxy may be revoked at any time prior to
the time it is voted by written notice to the Secretary of the Trust or by
attendance at the Meeting. If sufficient votes to approve the proposed items
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
voted at the Meeting. When voting on a proposed adjournment, the persons named
as proxies will vote for the proposed adjournment all shares that they are
entitled to vote with respect to each item, unless directed to disapprove the
item, in which case such shares will be voted against the proposed adjournment.
If a Proxy that is properly executed and returned accompanied by instructions
to withhold authority to vote represents a broker "non-vote" (that is, a Proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to
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<PAGE>
vote shares on a particular matter with respect to which the broker or nominee
does not have discretionary power), the shares represented thereby will be
considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. If no instructions are
received by the broker or nominee from the shareholder with reference to
routine matters, the shares represented thereby may be considered for purposes
of determining the existence of a quorum for the transaction of business and
will be deemed cast with respect to such proposal. Also, a properly executed
and returned Proxy marked with an abstention will be considered present at the
Meeting for purposes of determining the existence of a quorum for the
transaction of business. However, abstentions and broker "non-votes" do not
constitute a vote "for" or "against" the matter, but have the effect of a
negative vote on matters which require approval by a requisite percentage of
the outstanding shares.
The close of business on January 12, 1996 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at,
the Meeting. On that date, the Large Capitalization Growth Portfolio had
14,827,461 shares of beneficial interest outstanding and entitled to vote.
Each share of the Portfolio will be entitled to one vote at the Meeting, and
fractional shares will be entitled to a proportionate fractional vote.
Management does not know of any person or group who owned beneficially 5% or
more of the outstanding shares of beneficial interest of the Portfolio.
As of January 12, 1996, the Trustees and officers of the Trust, as a group,
owned less than 1% of the outstanding shares of the Portfolio.
The expense of solicitation will be borne by the Portfolio. The solicitation
of proxies will be largely by mail. The Trustees of the Trust have authorized
management to retain Shareholder Communications Corporation, a proxy
solicitation firm, to assist in the solicitation of proxies for this Meeting.
This cost, including specified expenses, is not expected to exceed $35,000. In
addition, solicitation may include, without cost to the Portfolio, telephonic,
telegraphic or oral communication by regular employees of Prudential Securities
Incorporated (Prudential Securities) and its affiliates.
2
<PAGE>
INTRODUCTION
The purpose of the Meeting is to seek shareholder approval of the subadvisory
agreement (the Subadvisory Agreement) between Prudential Mutual Fund
Management, Inc. (PMF) and Oak Associates, Ltd. (Oak). Oak assumed its advisory
duties with respect to the Portfolio on November 22, 1995, and will continue to
serve as an Adviser to the Portfolio subject to shareholder approval of
Proposal No. 1. The Trustees have approved and recommend that shareholders
approve the Subadvisory Agreement, a copy of which is included as Exhibit A.
There are no changes proposed in the advisory and subadvisory fees for the
Portfolio.
MANAGEMENT OF THE TRUST
THE TARGET PROGRAM
The Trust consists of ten separate investment portfolios, one of which is the
Portfolio. Shares of the portfolios are offered to participants in the
Prudential Securities Target Program (the Target Program), an investment
advisory service that provides to investors asset allocation recommendations
with respect to the portfolios based on an evaluation of an investor's
investment objectives and risk tolerances. The Target Program or shares of the
Trust (without participation in the Target Program) are also available to
banks, trust companies and other investment advisory services which maintain
securities accounts with Prudential Securities. Participation in the Target
Program is subject to payment of a separate investment advisory or program fee.
For all accounts other than Individual Retirement Accounts (IRAs) and qualified
employee benefit plans (collectively, Plans) the quarterly advisory fee is
charged at a maximum annual rate of 1.5% of assets invested in equity
portfolios and 1.0% of assets invested in income portfolios. For Plan accounts,
the quarterly advisory fee is charged at the maximum annual rate of 1.25% of
assets invested in equity portfolios and 1.35% of assets invested in income
portfolios.
THE MANAGER
Prudential Mutual Fund Management, Inc., One Seaport Plaza, New York, New
York 10292, serves as the Trust's Manager under a management agreement dated as
of November 9, 1992 (the Management Agreement).
The Management Agreement was last approved by the Trustees of the Trust,
including a majority of the Trustees who are not parties to such
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<PAGE>
contract or interested persons of such parties (as defined in the Investment
Company Act of 1940, as amended (the Investment Company Act)) (non-interested
Trustees) on April 11, 1995 and was approved by the sole shareholder of the
Trust on October 14, 1992.
TERMS OF THE MANAGEMENT AGREEMENT
Pursuant to the Management Agreement, PMF, subject to the supervision of the
Trust's Trustees and in conformity with the stated policies of the Trust, is
responsible for managing or providing for the management of the investment of
the assets of each portfolio. In this regard, PMF provides supervision of the
Trust's investments, furnishes a continuous investment program for the Trust's
portfolios and is responsible for the placement of purchase and sale orders
for portfolio securities of the Trust and other investments. PMF has the
ability to delegate this responsibility to one or more investment advisers
unaffiliated with PMF (the Advisers). Currently, the Advisers to the Portfolio
are Oak and Columbus Circle Investors (CCI), each of which provides investment
advisory services with respect to approximately 50% of the assets of the
Portfolio, as further described in Proposal No. 1.
Pursuant to the Management Agreement with the Trust, PMF selects, subject to
the review and approval of the Trustees, the Advisers for the portfolios and
reviews their continued performance. The selection is based upon, among other
things, the Advisers' respective areas of expertise in asset management. PMF
recommends portfolio managers who have a demonstrable track record of strong
relative performance. PMF also administers the Trust's business affairs,
subject to the supervision of the Trustees, and, in connection therewith,
furnishes the Trust with office facilities, together with those ordinary
clerical and bookkeeping services which are not being furnished by the Trust's
Transfer and Dividend Disbursing Agent and Custodian.
PMF has authorized any of its directors, officers and employees who have
been elected as Trustees or officers of the Trust to serve in the capacities
in which they have been elected. All services furnished by PMF under the
Management Agreement may be furnished by any such directors, officers or
employees of PMF. In connection with its administration of the corporate
affairs of the Trust, PMF bears the following expenses:
(a) the salaries and expenses of all personnel of the Trust and PMF,
except the fees and expenses of Trustees not affiliated with PMF or each
portfolio's Adviser;
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<PAGE>
(b) all expenses incurred by PMF or by the Trust in connection with
administering the ordinary course of the Trust's business, other than
those assumed by the Trust, as described below; and
(c) the costs and expenses payable to each Adviser pursuant to the
subadvisory agreements.
The following are the Trustees and officers of the Trust who are also
affiliated with the Manager, and the nature of their affiliations:
<TABLE>
<CAPTION>
NAME POSITION WITH THE TRUST POSITION WITH THE MANAGER
---- ----------------------- -------------------------
<S> <C> <C>
Richard A. Redeker President and Trustee President, Chief Executive
Officer and Director
Robert F. Gunia Vice President Executive Vice President,
Chief Financial and
Administrative Officer,
Treasurer and Director
S. Jane Rose Secretary Senior Vice President,
Senior Counsel and
Assistant Secretary
Grace C. Torres Treasurer First Vice President
Marguerite E.H. Morrison Assistant Secretary Vice President and
Associate General Counsel
Stephen C. Ungerman Assistant Treasurer First Vice President
</TABLE>
For its services, PMF is compensated by each portfolio of the Trust. The
annual management fee rate currently paid by the Portfolio to PMF pursuant to
the Management Agreement is .60 of 1% of the Portfolio's average daily net
assets. Of this amount, .30 of 1% of the average daily net assets of the
Portfolio is retained by PMF and .30 of 1% of the Portfolio's average daily net
assets is paid to the Advisers, based upon the amount of such assets actually
managed by the respective Advisers. The fee is computed daily and paid monthly.
For the fiscal year ended December 31, 1995, PMF received $488,947 from the
Portfolio.
The Management Agreement provides that, if the expenses of the Trust
(including the fees of PMF, but excluding interest, taxes, brokerage
commissions, distribution fees and litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the Trust's
business) for any fiscal year exceed the lowest applicable annual expense
limitation established and enforced pursuant to the statutes or regulations of
any jurisdiction in which shares of the Trust are then qualified for offer and
sale, the compensation due PMF will be reduced by the amount of such excess, or
if such reduction exceeds the compensation payable to PMF, PMF will pay the
Trust the amount of such reduction which exceeds the amount of such
compensation. Any such reductions or payments are
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<PAGE>
subject to readjustment during the year. No such reductions or payments were
required during the fiscal year ended December 31, 1994. The Trust believes the
most restrictive of such annual limitations is 2 1/2% of a portfolio's average
daily net assets up to $30 million, 2% of the next $70 million of such assets
and 1 1/2% of such assets in excess of $100 million.
Except as indicated above, the Trust is responsible under the Management
Agreement for the payment of its expenses, including (a) the fees payable to
PMF, (b) the fees and expenses of Trustees who are not affiliated with PMF or
the Adviser of each portfolio, (c) the fees and certain expenses of the Trust's
Custodian and Transfer and Dividend Disbursing Agent, including the cost of
providing records of the Trust and of pricing Trust shares, (d) the charges and
expenses of the Trust's legal counsel and independent accountants, (e)
brokerage commissions and any issue or transfer taxes chargeable to the Trust
in connection with its securities transactions, (f) all taxes and corporate
fees payable by the Trust to governmental agencies, (g) the fees of any trade
association of which the Trust may be a member, (h) the cost of any stock
certificates representing shares of the Trust, (i) the cost of fidelity and
liability insurance, (j) certain organizational expenses of the Trust and the
fees and expenses involved in registering and maintaining registration of the
Trust and of its shares with the SEC and registering the Trust and qualifying
its shares under state securities laws, including the preparation and printing
of the Trust's registration statements and prospectuses for such purposes, (k)
allocable communications expenses with respect to investor services and all
expenses of shareholders' and Trustees' meetings and of preparing, printing and
mailing reports, proxy statements and prospectuses to shareholders in the
amount necessary for distribution to the shareholders and (l) litigation and
indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Trust's business.
The Management Agreement provides that PMF will not be liable to the Trust
for any error of judgment by PMF or for any loss suffered by the Trust in
connection with the matters to which the Management Agreement relates except a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or willful misfeasance, bad faith, gross negligence
or reckless disregard of duty. The Management Agreement also provides that it
will terminate automatically if assigned and that it may be terminated without
penalty by the Trustees of the Trust, by vote of a majority of the Trust's
outstanding voting securities (as defined in the Investment Company Act) or by
the Manager, upon not more than 60 days' nor less than 30 days' written notice.
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INFORMATION ABOUT PMF
PMF is a subsidiary of Prudential Securities and an indirect, wholly-owned
subsidiary of The Prudential Insurance Company of America (Prudential).
Prudential's address is Prudential Plaza, Newark, New Jersey 07102. PMF was
organized in May 1987 under the laws of the State of Delaware. PMF acts as
manager for the following investment companies:
Open-End Management Investment Companies: The BlackRock Government
Income Trust, Command Government Fund, Command Money Fund, Command Tax-
Free Fund, The Global Government Plus Fund, Inc., The Global Total Return
Fund, Inc., Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.,
Prudential Allocation Fund, Prudential California Municipal Fund,
Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc.,
Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc.,
Prudential Global Fund, Inc., Prudential Global Genesis Fund, Inc.,
Prudential Global Limited Maturity Fund, Inc., Prudential Global Natural
Resources Fund, Inc., Prudential Government Income Fund, Inc., Prudential
Government Securities Trust, Prudential Growth Opportunity Fund, Inc.,
Prudential High Yield Fund, Inc., Prudential Institutional Liquidity
Portfolio, Inc., Prudential Intermediate Global Income Fund, Inc.,
Prudential Jennison Fund, Inc., Prudential-Bache MoneyMart Assets Fund,
Inc. (d/b/a Prudential MoneyMart Assets), Prudential Mortgage Income Fund,
Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund,
Prudential Municipal Series Fund, Prudential National Municipals Fund,
Inc., Prudential Pacific Growth Fund, Inc., Prudential-Bache Special Money
Market Fund, Inc. (d/b/a Prudential Special Money Market Fund), Prudential
Structured Maturity Fund, Inc., Prudential Tax-Free Money Fund, Inc.,
Prudential U.S. Government Fund, Prudential Utility Fund, Inc. and The
Target Portfolio Trust.
Closed-End Management Investment Companies: The High Yield Income Fund,
Inc.
7
<PAGE>
Certain information regarding the directors and principal executive officers
of PMF is set forth below. Except as otherwise indicated, the address of each
person is One Seaport Plaza, New York, New York 10292.
<TABLE>
<CAPTION>
NAME POSITION WITH PMF PRINCIPAL OCCUPATION
---- ----------------- --------------------
<C> <C> <S>
Brendan D. Boyle Executive Vice Executive Vice President,
President, Director of Marketing
Director of and Director, PMF;
Marketing and Senior Vice President,
Director Prudential Securities;
Chairman and Director,
Prudential Mutual Fund
Distributors, Inc.
(PMFD)
Stephen P. Fisher Senior Vice Senior Vice President,
President PMF; Senior Vice
President, Prudential
Securities; Vice
President, PMFD
Frank W. Giordano Executive Vice Executive Vice President,
President, General Counsel,
General Counsel, Secretary and Director,
Secretary and PMF and PMFD; Senior
Director Vice President,
Prudential Securities;
Director, Prudential
Mutual Fund Services,
Inc. (PMFS)
Robert F. Gunia Executive Vice Executive Vice President,
President, Chief Chief Financial and
Financial and Administrative Officer,
Administrative Treasurer and Director,
Officer, PMF; Senior Vice
Treasurer and President, Prudential
Director Securities; Executive
Vice President, Chief
Financial Officer,
Treasurer, and Director,
PMFD; Director, PMFS
Theresa A. Hamacher Director Director PMF; Vice
President, Prudential;
Vice President,
Prudential Investment
Corporation (PIC)
Timothy J. O'Brien Director President, Chief Executive
Officer, Chief Operating
Officer and Director,
PMFD; Chief Executive
Officer and Director,
PMFS; Director, PMF
Richard A. Redeker President, Chief President, Chief Executive
Executive Officer Officer and Director,
and Director PMF; Executive Vice
President, Director and
Member of Operating
Committee, Prudential
Securities; Director,
Prudential Securities
Group, Inc.; Executive
Vice President, PIC;
Director, PMFD;
Director, PMFS
S. Jane Rose Senior Vice Senior Vice President,
President, Senior Senior Counsel and
Counsel and Assistant Secretary,
Assistant PMF; Senior Vice
Secretary President and Senior
Counsel, Prudential
Securities
</TABLE>
8
<PAGE>
TERMS OF THE SUBADVISORY AGREEMENT
Pursuant to the Subadvisory Agreement, Oak, subject to the supervision of PMF
and the Trustees and in conformity with the stated policies of the Portfolio,
manages the investment operations of its portion of the Portfolio and the
composition of its portion of the Portfolio, including the purchase, retention
and disposition of securities and other investments. The Adviser is compensated
by PMF for the services provided and the expenses assumed pursuant to the
Subadvisory Agreement.
Oak keeps certain books and records required to be maintained pursuant to the
Investment Company Act. The investment advisory services of the Adviser to the
Portfolio are not exclusive under the terms of the Subadvisory Agreement and
the Adviser is free to, and does, render investment advisory services to
others, subject to certain limitations.
The Subadvisory Agreement provides that the Oak shall not be liable for any
error of judgment or for any loss suffered by the Trust or PMF in connection
with the matters to which the Subadvisory Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the
Adviser's part in the performance of its duties or from its reckless disregard
of duty. The Subadvisory Agreement provides that it shall terminate
automatically if assigned or upon termination of the Management Agreement and
that it may be terminated without penalty by the Trust, PMF or the Adviser upon
not more than 60 days' nor less than 30 days' written notice.
THE DISTRIBUTOR
Prudential Securities Incorporated (Prudential Securities), One Seaport
Plaza, New York, New York 10292, is a corporation organized under the laws of
the State of Delaware and serves as the Distributor of the shares of the
Portfolio of the Trust under a distribution agreement dated as of November 9,
1992 (the Distribution Agreement). It is an indirect, wholly-owned subsidiary
of Prudential.
TRANSFER AGENT
Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza One, Edison, New
Jersey 08837, serves as the Transfer and Dividend Disbursing Agent of the
Trust. It is a wholly-owned subsidiary of PMF. PMFS provides customary transfer
agency services to the Trust, including the handling of shareholder
communications, the processing of shareholder transactions, the maintenance of
shareholder account records, payment of dividends and
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<PAGE>
distributions and related functions. For these services, PMFS receives an
annual fee per Target Program participant account. PMFS is also reimbursed for
its out-of-pocket expenses, including but not limited to postage, stationery,
printing, allocable communications expenses and other costs. For the fiscal
year ended December 31, 1995, the Trust incurred fees of approximately $78,000
for such services to the Large Capitalization Growth Portfolio.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Broker-dealers may receive negotiated brokerage commissions on transactions
in portfolio securities, including options and the purchase and sale of
underlying securities upon the exercise of options. On foreign securities
exchanges, commissions may be fixed. Orders may be directed to any broker or
futures commission merchant including, to the extent and in the manner
permitted by applicable law, Prudential Securities, one of the Advisers or an
affiliate thereof (an affiliated broker).
Equity securities traded in the over-the-counter market and bonds, including
convertible bonds, are generally traded on a "net" basis with dealers acting as
principal for their own accounts without a stated commission, although the
price of the security usually includes a profit to the dealer. In underwritten
offerings, securities are purchased at a fixed price which includes an amount
of compensation to the underwriter, generally referred to as the underwriter's
concession or discount. On occasion, certain money market instruments and U.S.
Government agency securities may be purchased directly from the issuer, in
which case no commissions or discounts are paid. The Trust will not deal with
an affiliated broker in any transaction in which such affiliated broker acts as
principal. Thus, for example, a portfolio will not deal with an affiliated
broker-dealer acting as market maker, and it will not execute a negotiated
trade with an affiliated broker-dealer if execution involves an affiliated
broker-dealer acting as principal with respect to any part of the portfolio's
order.
In placing orders for securities for the portfolios of the Trust, each
Adviser is required to give primary consideration to obtaining the most
favorable price and efficient execution. This means that an Adviser will seek
to execute each transaction at a price and commission, if any, which provide
the most favorable total cost or proceeds reasonably attainable under the
circumstances. While an Adviser generally seeks reasonably competitive spreads
or commissions, the Trust will not necessarily be paying the lowest
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<PAGE>
spread or commission available. Within the framework of this policy, an Adviser
may consider research and investment services provided by brokers, dealers or
futures commission merchants who effect or are parties to portfolio
transactions of the Trust, an Adviser or an Adviser's other clients. Such
research and investment services are those which brokerage houses customarily
provide to institutional investors and include statistical and economic data
and research reports on particular companies and industries. Such services are
used by an Adviser in connection with all of its investment activities, and
some of such services obtained in connection with the execution of transactions
for an Adviser may be used in managing other investment accounts. Conversely,
brokers, dealers or futures commission merchants furnishing such services may
be selected for the execution of transactions for such other accounts, whose
aggregate assets are far larger than the Trust's, and the services furnished by
such brokers, dealers or futures commission merchants may be used by an Adviser
in providing investment management for the Trust. Commission rates are
established pursuant to negotiations with the broker, dealer or futures
commission merchant based on the quality and quantity of execution services
provided by the broker, dealer or futures commission merchant in the light of
generally prevailing rates. Each Adviser's policy is to pay higher commissions
to brokers, other than to an affiliated broker, for particular transactions
than might be charged if a different broker had been selected, on occasions
when, in an Adviser's opinion, this policy furthers the objective of obtaining
best price and execution. In addition, each Adviser is authorized to pay higher
commissions on brokerage transactions for the Trust to brokers, other than to
an affiliated broker, in order to secure research and investment services
described above, subject to review by the Trustees from time to time as to the
extent and continuation of this practice. The allocation of orders among
brokers and the commission rates paid are reviewed periodically by the
Trustees. While such services are useful and important in supplementing its own
research and facilities, the Advisers believe that the value of such services
is not determinable and does not significantly reduce expenses.
Subject to the above considerations, an affiliated broker may act as a
securities broker or futures commission merchant for the Trust. In order for an
affiliate of an Adviser or Prudential Securities to effect any portfolio
transactions for the Trust, the commissions, fees or other remuneration
received by an affiliated broker must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers or futures
commission merchants in connection with comparable transactions involving
similar securities being purchased or sold during a comparable period of time.
This standard would allow an affiliated broker to receive no more than the
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<PAGE>
remuneration which would be expected to be received by an unaffiliated broker
or futures commission merchant in a commensurate arm's-length transaction.
Furthermore, the Trustees, including a majority of the Trustees who are not
"interested" persons, have adopted procedures which are reasonably designed to
provide that any commissions, fees or other remuneration paid to an affiliated
broker are consistent with the foregoing standard.
In accordance with Section 11(a) under the Securities Exchange Act of 1934,
an affiliated broker may not retain compensation for effecting transactions on
a national securities exchange for the Trust unless the Trust has expressly
authorized the retention of such compensation. Section 11(a) provides that an
affiliated broker must furnish to the Trust at least annually a statement
setting forth the total amount of all compensation retained by such affiliated
broker for transactions effected by the Trust during the applicable period.
Brokerage transactions with an affiliated broker are also subject to such
fiduciary standards as may be imposed by applicable law.
For the fiscal year ended December 31, 1995 the Portfolio paid no brokerage
commissions to affiliated brokers.
APPROVAL OF SUBADVISORY AGREEMENT FOR THE LARGE CAPITALIZATION GROWTH PORTFOLIO
(PROPOSAL NO. 1)
On November 20, 1995, the Trustees, including a majority of the Trustees who
are not parties to the Subadvisory Agreement or interested persons of such
parties (as defined in the Investment Company Act) (the non-interested
Trustees), unanimously approved the Subadvisory Agreement and the selection by
PMF of Oak as Adviser to replace Roger Engemann Management Company, Inc.
(REMC). Oak was recommended to the Trustees by PMF after the resignation of
REMC as one of the Advisers to the Portfolio, which resignation became
effective November 21, 1995. The Subadvisory Agreement contains substantially
the same terms and conditions as the subadvisory agreement with REMC, which was
terminated as of November 21, 1995. Oak began managing its portion of the
Portfolio effective November 22, 1995, and will continue as an Adviser to the
Portfolio subject to shareholder approval of this Proposal No. 1. CCI continues
as the other Adviser to the Portfolio. Each Adviser manages approximately 50%
of the assets of the Portfolio. The Trustees recommend that shareholders
approve the Subadvisory Agreement with Oak.
DESCRIPTION OF OAK
Oak, 3875 Embassy Parkway, Suite 250, Akron, Ohio 44333, was founded in 1985.
It provides investment management services to both
12
<PAGE>
individual and institutional clients and, as of November 15, 1995, had more
than $3 billion in assets under management. Oak is registered as an investment
adviser under the Investment Advisers Act of 1940. It is a limited liability
company organized under the laws of the State of Ohio. James D. Oelschlager
owns a controlling interest (99%) of Oak.
With respect to portfolio management, Oak's investment approach is to invest,
under normal circumstances, at least 80% of its portion of the Portfolio's
assets in common stocks with at least 65% in common stocks of companies with
total market capitalizations of $1.5 billion or greater. Oak makes its
securities selections based upon interest rate and inflation expectations, the
company's growth rate, and its price to earnings ratio, among other factors.
Subject to the Trust's investment restrictions, Oak may take large positions in
certain securities and sectors, which positions may subject the Portfolio to
greater volatility.
James D. Oelschlager is the controlling shareholder of the Adviser and is the
portfolio manager of the portion of the Portfolio managed by Oak with the
assistance of Donna Barton, Margaret Ballinger and Douglas MacKay as assistant
portfolio managers. Mr. Oelschlager has been President of Oak since 1985. Ms.
Barton and Ms. Ballinger have been employed as a trader and client service
manager, respectively, for Oak since 1985. Mr. MacKay has been a research
analyst for Oak since 1990. Messrs. Oelschlager and MacKay and Ms. Ballinger
and Ms. Barton also serve as portfolio managers for Oak as investment adviser
of two series of The Advisers' Inner Circle Fund, White Oak Growth Stock Fund
and Pin Oak Aggressive Stock Fund.
The business and other connections of Oak's directors and executive officers
are as set forth below. Unless otherwise indicated the address of the directors
and executive officers is 3875 Embassy Parkway, Suite 250, Akron, Ohio 44333.
<TABLE>
<CAPTION>
NAME POSITION PRINCIPAL OCCUPATION
---- ---------------------------- ---------------------------
<S> <C> <C>
James D. Oelschlager Chief Investment Officer Chief Investment Officer
and Chief Executive Officer and Chief Executive Officer
Donna Barton Assistant Portfolio Manager Assistant Portfolio Manager
and Trader and Trader
Margaret Ballinger Assistant Portfolio Manager Assistant Portfolio Manager
and Client Service Manager and Client Service Manager
Douglas MacKay Assistant Portfolio Manager Assistant Portfolio Manager
and Research Analyst and Research Analyst
Gloria Kline Operations Manager Operations Manager
</TABLE>
13
<PAGE>
Oak is the investment adviser to the following investment companies:
<TABLE>
<CAPTION>
FEE ASSETS AS OF
NAME OF FUND SCHEDULE DECEMBER 31, 1995
------------ --------- -----------------
<C> <S> <C>
The Advisers' Inner Circle Fund
White Oak Growth Stock Fund .74 of 1% 10,791,000
Pin Oak Aggessive Stock Fund .74 of 1% 15,585,000
</TABLE>
THE SUBADVISORY AGREEMENT
Under the Subadvisory Agreement, Oak is compensated by PMF at an annual rate
of .30 of 1% of the Portfolio's average daily net assets managed by Oak. No
change in the Portfolio's overall fee rate will occur if this Proposal No. 1 is
approved.
Under the Subadvisory Agreement, Oak provides the Portfolio with investment
advisory services. The Subadvisory Agreement provides that it must be approved
by the vote of the holders of a majority of the voting securities of the
Portfolio, as defined in the Investment Company Act. If the shareholders
approve the subadvisory agreement, it will continue in effect for a period of
more than two years from the date of execution only so long as such continuance
is specifically approved at least annually by (i) the vote of a majority of the
Trustees of the Trust or the vote of the holders of a majority of the
Portfolio's outstanding voting securities, and (ii) the vote of a majority of
the non-interested Trustees, cast in person at a meeting called for the purpose
of voting on such approval. The Subadvisory Agreement will terminate
automatically in the event of its "assignment" as defined in the Investment
Company Act. The terms of the Subadvisory Agreement are described above under
"Management of the Trust--Terms of the Subadvisory Agreement".
THE EVALUATION BY THE TRUSTEES
The Trustees believe that approval of the subadvisory agreement with Oak is
in the best interests of the shareholders of the Portfolio.
In considering approval of the Subadvisory Agreement, the Trustees, including
the non-interested Trustees, were provided information they deemed necessary to
enable them to consider whether the Subadvisory Agreement with Oak was in the
best interests of the Portfolio and its shareholders. Among other things, the
Trustees considered the investment philosophy and style of Oak, and concluded
that those were consistent with the investment objective and goals of the
Portfolio. In addition, the Trustees considered the record of relative past
performance of Oak's clients, and
14
<PAGE>
concluded that such past performance, after adjustment for certain risks
inherent in Oak's investment style, was generally superior. Moreover, the
Trustees considered Oak's stock selection experience and preferences, and
concluded that in addition to such experience and preferences being appropriate
for the Portfolio, Oak had an investment management technique which was
complementary to CCI's. Finally, the Trustees considered Oak's personnel,
facilities, financial strength, and quality of service, and concluded that Oak
offered a strength of service in such areas that would be desirable for the
Portfolio.
Based upon their review, the Trustees concluded that the Subadvisory
Agreement is reasonable, fair and in the best interests of the Portfolio and
its shareholders, and that the fee provided in the Subadvisory Agreement is
fair and reasonable. Accordingly, after consideration of the above factors, and
such other factors and information as they deemed relevant, the Trustees,
including the non-interested Trustees, unanimously approved the Subadvisory
Agreement and voted to recommend its approval by the Portfolio's shareholders.
REQUIRED VOTE
Proposal No. 1 must be approved by a majority of the outstanding voting
securities of the Portfolio, as defined by the Investment Company Act. Under
the Investment Company Act, a majority of the Portfolio's outstanding voting
securities is defined as the lesser of (i) 67% of the Portfolio's outstanding
voting shares represented at a meeting at which more than 50% of the
Portfolio's outstanding voting shares are present in person or represented by
proxy, or (ii) more than 50% of the Portfolio's outstanding voting shares. If
the Subadvisory Agreement is not approved by shareholders, investment advisory
services will continue to be provided to the Portfolio under the existing
subadvisory agreement with CCI with respect to the portion of assets of the
Portfolio managed by it and the Trustees will consider taking such further
action as may be deemed appropriate. If the Subadvisory Agreement is approved
by the shareholders, the agreement will continue in effect as described above.
THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU
VOTE "FOR" THIS PROPOSAL NO. 1.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
15
<PAGE>
including any question as to an adjournment of the Meeting, the persons named
in the enclosed proxy will vote thereon according to their best judgment in the
interest of the Trust.
SHAREHOLDER PROPOSALS
As a Delaware business trust, the Trust is not required to hold annual
meetings of shareholders and the Trustees currently do not intend to hold such
meetings unless shareholder action is required in accordance with the
Investment Company Act or the Trust's Declaration of Trust. A shareholder
proposal intended to be presented at any meeting of shareholders of the Trust
hereafter called must be received by the Trust a reasonable time before the
Trustees' solicitation relating thereto is made in order to be included in the
Trust's proxy statement and form of proxy relating to that meeting and
presented at the meeting. The mere submission of a proposal by a shareholder
does not guarantee that such proposal will be included in the proxy statement
because certain rules under the federal securities laws must be complied with
before inclusion of the proposal is required.
S. Jane Rose
Secretary
Dated: February 1, 1996
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
16
<PAGE>
EXHIBIT A
THE TARGET PORTFOLIO TRUST
SUBADVISORY AGREEMENT
Agreement made as of this 22 day of November, 1995, between Prudential Mutual
Fund Management, Inc. (PMF or the Manager), a Delaware corporation, and Oak
Associates, Ltd. (the Adviser), a limited liability company organized under the
laws of Ohio.
WHEREAS, PMF has entered into a management agreement (the Management
Agreement) with The Target Portfolio Trust (the Trust), a Delaware business
trust and a diversified open-end management investment company registered under
the Investment Company Act of 1940 (the 1940 Act), pursuant to which PMF acts
as Manager of the Trust;
WHEREAS, shares of the Trust are divided into separate series or portfolios
(each a portfolio), each of which is established pursuant to a resolution of
the Trustees of the Trust and the Trustees may from time to time terminate such
portfolios or establish and terminate additional portfolios;
WHEREAS, PMF has the responsibility of evaluating, recommending, supervising
and compensating investment advisers to each portfolio of the Trust and shall
enter into subadvisory agreements with one or more subadvisers with respect to
the management of the Large Capitalization Growth Portfolio of the Trust (the
Portfolio) in connection with the management of the Trust; and
WHEREAS, the Manager desires to retain the Adviser to provide investment
advisory services to the Portfolio and to manage such portion of the Portfolio
as the Manager shall from time to time direct and the Adviser is willing to
render such investment advisory services:
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Manager and of the Trustees of the
Trust, the Adviser shall manage such portion of the investment operations of
the Portfolio as the Manager shall direct and shall manage the composition of
such portfolio, including the purchase, retention and disposition thereof, in
accordance with each Portfolio's investment objectives, policies and
restrictions as stated in the Prospectus (such Prospectus and Statement of
A-1
<PAGE>
Additional Information as currently in effect and as amended or supplemented
from time to time, being herein called the "Prospectus") and subject to the
following understandings:
(i) The Adviser shall provide supervision of such portion of the
Portfolio's investments as the Manager shall direct and shall determine
from time to time what investments and securities will be purchased,
retained, sold or loaned by a Portfolio, and what portion of the assets it
manages will be invested or held uninvested as cash.
(ii) In the performance of its duties and obligations under this
Agreement, the Adviser shall act in conformity with the Declaration of
Trust, By-Laws and Prospectus of the Trust and the Portfolio and with the
instructions and directions of the Manager and of the Trustees of the
Trust and will conform to and comply with the requirements of the 1940
Act, the Internal Revenue Code of 1986 and all other applicable federal
and state laws and regulations.
(iii) The Adviser shall determine the securities and futures contracts
to be purchased or sold by such portion of the Portfolio and will place
orders with or through such persons, brokers, dealers or futures
commission merchants (including but not limited to Prudential Securities
Incorporated) to carry out the policy with respect to brokerage as set
forth in the Trust's Registration Statement and Prospectus or as the
Trustees may direct from time to time. In providing the Portfolio with
investment supervision, it is recognized that the Adviser will give
primary consideration to securing the most favorable price and efficient
execution. Within the framework of this policy, the Adviser may consider
the financial responsibility, research and investment information and
other services provided by brokers, dealers or futures commission
merchants who may effect or be a party to any such transaction or other
transactions to which the Adviser's other clients may be a party. It is
understood that Prudential Securities Incorporated may be used as
principal broker for securities transactions but that no formula has been
adopted for allocation of the Portfolio's investment transaction business.
It is also understood that it is desirable for the Trust that the Adviser
have access to supplemental investment and market research and security
and economic analysis provided by brokers or futures commission merchants
who may execute brokerage transactions at a higher cost to the Trust than
may result when allocating brokerage to other brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, the
Adviser is authorized to place orders for the purchase and sale of
securities and futures contracts for the Portfolio with such brokers or
futures commission merchants, subject to review by the Trustees from
A-2
<PAGE>
time to time with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers or futures
commission merchants may be useful to the Adviser in connection with the
Adviser's services to other clients.
On occasions when the Adviser deems the purchase or sale of a security
or futures contract to be in the best interest of the Portfolio as well as
other clients of the Adviser, the Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities or futures contracts to be sold or purchased in
order to obtain the most favorable price or lower brokerage commissions
and efficient execution. In such event, allocation of the securities or
futures contracts so purchased or sold, as well as the expenses incurred
in the transaction, will be made by the Adviser in the manner the Adviser
considers to be the most equitable and consistent with its fiduciary
obligations to the Trust and to such other clients.
(iv) The Adviser shall maintain all books and records with respect to
the portfolio transactions required by subparagraphs (b)(5), (6), (7),
(9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and
shall render to the Trustees such periodic and special reports as the
Board may reasonably request.
(v) The Adviser shall provide the Trust's Custodian on each business day
with information relating to all transactions concerning the portion of
the Portfolio's assets it manages and shall provide the Manager with such
information upon request of the Manager.
(vi) The investment management services provided by the Adviser
hereunder are not exclusive, and the Adviser shall be free to render
similar services to others; provided, however, that the Adviser agrees
that neither it, nor any person controlled by it, nor any successor shall
serve or accept retention as investment adviser, investment manager or
similar service provider during the term of this Agreement and for the
period of one year after the termination of this Agreement with or for the
benefit of any investment company registered under the 1940 Act that seeks
as a primary market for its shares asset allocation programs sponsored by
U.S. broker-dealers similar in nature or market to the Prudential
Securities Target Program.
(b) Services to be furnished by the Adviser under this Agreement may be
furnished through the medium of any of its directors, officers or employees.
(c) The Adviser shall keep the Portfolio's books and records required to be
maintained by the Adviser pursuant to paragraph 1(a)(iv) hereof and shall
A-3
<PAGE>
timely furnish to the Manager all information relating to the Adviser's
services hereunder needed by the Manager to keep the other books and records of
the Trust required by Rule 31a-1 under the 1940 Act. The Adviser agrees that
all records which it maintains for the Portfolio are the property of the Trust
and the Adviser will surrender promptly to the Trust any of such records upon
the Trust's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are required to
be maintained by it pursuant to paragraph 1(a) hereof.
(d) The Adviser agrees to maintain adequate compliance procedures to ensure
its compliance with the 1940 Act, the Investment Advisers Act of 1940 (Advisers
Act) and other applicable state and federal regulations.
(e) The Adviser shall furnish to the Manager copies of all records prepared
in connection with (i) the performance of this Agreement and (ii) the
maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the
Manager may reasonably request.
2. The Manager shall continue to have responsibility for all services to be
provided to the Portfolio pursuant to the Management Agreement and shall
oversee and review the Adviser's performance of its duties under this
Agreement.
3. The Manager shall compensate the Adviser for the services provided and the
expenses assumed pursuant to this Subadvisory Agreement, a fee at an annual
rate of .30 of 1% of the average daily net assets of the portion of the
Portfolio managed by the Adviser. This fee will be computed daily and paid
monthly.
4. The Adviser shall not be liable for any error of judgment or for any loss
suffered by the Portfolio, the Trust or the Manager in connection with the
matters to which this Agreement relates, except a loss resulting from the
willful misfeasance, bad faith or gross negligence of the Adviser in the
performance of its duties or from its reckless disregard of its obligations and
duties under this Agreement.
5. This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the 1940 Act;
provided, however, that this Agreement may be terminated by the Trust at any
time, without the payment of any penalty, by the Trustees or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Portfolio, or by the Manager or the Adviser at any time, without the
A-4
<PAGE>
payment of any penalty, on not more than 60 days' nor less than 30 days'
written notice to the other party. This Agreement shall terminate automatically
in the event of its assignment (as defined in the 1940 Act) or upon the
termination of the Management Agreement.
6. Nothing in this Agreement shall limit or restrict the right of any of the
Adviser's directors, officers, or employees to engage in any other business or
to devote his or her time and attention in part to the management or other
aspects of any business, whether of a similar or a dissimilar nature, nor limit
or restrict the Adviser's right to engage in any other business or to render
services of any kind to any other corporation, firm, individual or association,
except as described in Paragraph 1(a)(vi) above.
7. During the term of this Agreement, the Manager agrees to furnish the
Adviser at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature or other material prepared for distribution to
shareholders of the Trust or the public, which refer to the Adviser in any way,
prior to use thereof and not to use material if the Adviser reasonably objects
in writing five business days (or such other time as may be mutually agreed)
after receipt thereof. Sales literature may be furnished to the Adviser
hereunder by first class or overnight mail, facsimile transmission equipment or
hand delivery.
8. This Agreement may be amended by mutual consent, but the consent of the
Trust must be obtained in conformity with the requirements of the 1940 Act.
9. This Agreement shall be governed by the laws of the State of New York.
A-5
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Prudential Mutual Fund Management,
Inc.
By: /s/ Robert F. Gunia
Robert F. Gunia
Executive Vice President
Oak Associates, Ltd.
By: /s/ James D. Oelschlager
James D. Oelschlager
Chief Executive Officer
A-6
<PAGE>
PROXY
THE TARGET PORTFOLIO TRUST
(LARGE CAPITALIZATION GROWTH PORTFOLIO)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES.
The undersigned hereby appoints S. Jane Rose, Grace C. Torres and Marguerite E.
H. Morrison as Proxies, each with the power of substitution, and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of beneficial interest of The Target Portfolio Trust (Large
Capitalization Growth Portfolio) held of record by the undersigned on January
12, 1996 at the Special Meeting of Shareholders to be held on March 12, 1996,
or any adjournment thereof.
THE TRUSTEES RECOMMEND A VOTE "FOR" THE FOLLOWING PROPOSALS.
1. To approve the subadvisory agreement between Prudential Mutual Fund
Management, Inc. and Oak Associates, Ltd. with respect to the Large
Capitalization Growth Portfolio.
[_] Approve [_] Disapprove [_] Abstain
2.In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
LOGO
(continued from other side)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign.
When signing as attorney, as
executor, administrator,
trustee or guardian, please
give full title as such. If
a corporation, please sign
in full corporate name by
president or other autho-
rized officer. If a partner-
ship, please sign in part-
nership name by authorized
person.
Dated: _______________________, 1996
____________________________________
Signature
____________________________________
Signature if held jointly
<PAGE>
Your Vote is Important PROXY SERVICES, PO BOX 550, NEW YORK, NY 10013-0550
- --------------------------------------------------------------------------------
We have been requested to forward to you the enclosed proxy material relative to
shares carried by us in your account but not registered in your name. Such
shares can be voted only by us as the holder of record.
In order for your shares to be represented at the meeting, it will be necessary
for us to have your specific voting instructions. Accordingly, please give your
instructions over your signature on the enclosed form and return it to us
promptly in the self-addressed stamped envelope, also enclosed.
It is understood that, if you sign without otherwise marking the form, the
shares will be voted as recommended by the management on all matters to be
considered at the meeting.
Should you wish to attend the meeting in person or have a proxy covering your
shares, we shall be pleased to issue the same to you.
- --------------------------------------------------------------------------------
