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, Gateway Center
Three, 100 Mulberry Street, Newark, New Jersey 07102.
2. Name of each series or class of funds for which this notice is filed:
Large Capitalization Growth Portfolio, Large Capitalization Value
Portfolio, Small Capitalization Growth Portfolio, Small Capitalization
Value Portfolio, International Equity Portfolio, International Bond
Portfolio, Total Return Bond Portfolio, Intermediate-Term Bond
Portfolio, Mortgage Backed Securities Portfolio, U.S. Government Money
Market Portfolio.
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,
1996.
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:
386,314,735/$1,022,894,732
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
386,314,735/$1,022,894,732
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):
7,661,462/$87,859,155
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): $1,022,894,732
(ii) Aggregate price of shares issued in
connection with dividend reinvestment + 87,859,155
plans (from item 11, if applicable):
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
(
961,659,585)
(iv) Aggregate price of shares redeemed or
repurchased and previously applied
as a reduction to filing fees
pursuant to rule 24e-2
(if applicable):
- -0-
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2
[line (I), plus line (ii), less line
(iii), plus line (iv)]
(if applicable): 149,094,302
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6):
X
1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]:
$
45,180.09
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, 1997
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 26, 1997
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, 1996 the Fund issued
393,976,197 shares of beneficial interest (386,314,735 shares in
connection with sales of Fund shares and 7,661,462 shares in
connection with the reinvestment of dividend and distributions).
2. In respect of the issuance of such 393,976,197 shares, the Fund
received cash consideration of $1,110,753,887 ($1,022,894,732
from the sales of Fund shares and $87,859,155 in connection with
the reinvestment of dividends and distributions).
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: February 26, 1997
(SEAL)
/s/ Grace C. Torres
Grace C. Torres
TARGET
The Target Portfolio Trust
February 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for The Target Portfolio Trust
(File No. 811-7064)
Gentlemen:
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.
Fees in the amount of $45,180.09 have been sent to the Fund's
lockbox effective February 24, 1997.
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/do
Encls.
e:\funds\tgt-24f2.not
The Target Portfolio Trust, Three Gateway Center, 100 Mulberry Street, Newark,
N.J. 07102
The Target Portfolio Trust
February 25, 1997
Page 2
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SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
February 25, 1997
The Target Portfolio Trust
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102
Dear Sirs:
The Target Portfolio Trust, a Delaware business trust (the "Trust"),
is filing with the Securities and Exchange Commission a Rule 24f-2 Notice
containing the information specified in paragraph (b)(1) of Rule 24f-2 under the
Investment Company Act of 1940 (the "Rule"). The effect of the Rule 24f-2
Notice, when accompanied by this opinion and by the filing fee, if any, payable
as prescribed by paragraph (c) of the Rule will be to make definite the number
of shares of beneficial interest sold by the Trust during the fiscal year ending
December 31, 1996 in reliance upon the Rule, if any (the "Rule 24f-2 Shares").
We have served as counsel to the Trust since its inception. 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 copies, either
certified or otherwise proven to our satisfaction to be genuine, of its
Agreement and Declaration of Trust and By-Laws, as currently in effect, and a
certificate issued by the Secretary of State of the State of Delaware, dated
February 25, 1997, certifying the existence and good standing of the Trust. We
have also reviewed the Trust's Registration Statement on Form N-1A and the form
of the Rule 24f-2 Notice being filed by the Trust. We are generally familiar
with the corporate 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 that was current and
effective under the Securities Act of 1933, as amended, at the time of sale, and
that the Rule 24f-2 Shares were sold 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, as amended.
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 of
beneficial interest.
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 Rule 24f-2 Notice of the Trust, 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:MKN:JLS:GNB
