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The Target Portfolio Trust
Supplement dated September 12, 1996 to
Prospectus dated April 30, 1996
MANAGEMENT OF THE TRUST
Manager
The Manager and the Trust have received an exemptive order from the Securities
and Exchange Commission which will permit the Manager, subject to certain
conditions, to enter into or amend Advisory Agreements without obtaining
shareholder approval. One of the conditions is that shareholders must first
vote affirmatively to give the Trustees this ongoing authority. The
arrangements contemplated by the order are being submitted for approval by
the shareholders of the Portfolios at a meeting scheduled to be held October
30, 1996.
Thereafter, with Board approval, the Manager will be permitted to
employ new Advisers for the Portfolio, change the terms of the Portfolio's
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) which
currently serves as one of the advisors to the Portfolio and recently announced
that it has entered into an agreement to sell its partnership to Merrill Lynch &
Co., Inc. (Merrill Lynch). This subadvisory agreement is subject to the same
terms and conditions as the current agreement with H&W and will be submitted to
the shareholders of the Portfolio for their approval at a Special Meeting of
Shareholders which is scheduled to be held on or about October 30, 1996.
Under the proposed transaction with Merrill Lynch, H&W will become 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, a
California limited partnership, was established in 1980 and, as of December 31,
1995, had approximately $9 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-1(9/12/96)
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