TARGET PORTFOLIO TRUST, 497, 1998-05-08

TARGET PORTFOLIO TRUST
497, 1998-05-08

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<PAGE> 1

THE TARGET PORTFOLIO TRUST(R)
Prospectus dated May 1, 1998
- --------------------------------------------------------------------------------

The Target Portfolio Trust(R) (the Trust), is an open-end, management
investment company currently composed of ten separate investment portfolios (the
Portfolios) professionally managed by Prudential Investments Fund Management
LLC. (PIFM or the Manager). Each Portfolio benefits from discretionary advisory
services provided by one or more investment advisers (each, an Adviser,
collectively, the Advisers) identified, retained, supervised and compensated by
the Manager. The Trust consists of the following Portfolios:

Equity Portfolios
- Large Capitalization Growth Portfolio
- Large Capitalization Value Portfolio
- Small Capitalization Growth Portfolio
- Small Capitalization Value Portfolio
- International Equity Portfolio
Income Portfolios
- International Bond Portfolio
- Total Return Bond Portfolio
- Intermediate-Term Bond Portfolio
- Mortgage Backed Securities Portfolio
- U.S. Government Money Market Portfolio

The U.S. Government Money Market Portfolio seeks to maintain a stable net
asset value of $1.00 per share. Shares of the U.S. Government Money Market
Portfolio are not guaranteed or insured by the U.S. Government. There can be no
assurance that the U.S. Government Money Market Portfolio will be able to
maintain a stable net asset value of $1.00 per share.

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. 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. Certain clients may be eligible
for a reduction or waiver of the advisory fee. See "Purchase and Redemption of
Shares." The operating expenses of the Portfolios, when combined with any
investment advisory fees separately paid, will involve greater fees and expenses
than other investment companies whose shares are purchased without the benefit
of professional asset allocation recommendations. The Target Program or shares
of the Trust are also available (without participation in the Target Program) to
banks, trust companies and other investment advisory services which maintain
securities accounts with Prudential Securities and to certain fee based programs
sponsored by Prudential Securities and 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.

The Trust's address is Gateway Center Three, 100 Mulberry Street, Newark,
New Jersey 07102-4077, and its telephone number is (800) 225-1852.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor ought to know before investing. Additional information
about the Trust has been filed with the Securities and Exchange Commission (the
Commission) in a Statement of Additional Information, dated May 1, 1998, which
information is incorporated herein by reference and is available without charge
upon request to the Trust at the address or telephone number noted above. The
Commission maintains a Web site (http://www.sec.gov) that contains the Statement
of Additional Information, material incorporated by reference, and other
information regarding the Trust.
- --------------------------------------------------------------------------------

Investors are advised to read this Prospectus and retain it for future
reference.
- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 2

SUMMARY

The following summary is qualified in its entirety by the more detailed
information included elsewhere in this Prospectus.

THE TRUST. The Trust is a management investment company providing a
convenient means of investing in separate professionally managed Portfolios. The
assets of each of the Portfolios are managed on a discretionary basis by one or
more separate Advisers. See "Management of the Trust." The Trust is a series
company currently consisting of ten Portfolios. As with an investment in any
mutual fund, an investment in a Portfolio can decrease in value and you can lose
money. Except for the International Bond Portfolio, each of these Portfolios is
a diversified portfolio within the meaning of the Investment Company Act of
1940, as amended (the Investment Company Act). There are certain risks
associated with an investment in a non-diversified portfolio. See "Description
of the Portfolios--International Bond Portfolio."

EQUITY PORTFOLIOS

LARGE CAPITALIZATION GROWTH PORTFOLIO -- seeks to achieve long-term capital
appreciation by investing primarily in a portfolio of common stocks of companies
that, in the Adviser's opinion, are characterized by a growth of earnings at a
rate faster than that of the Standard & Poor's 500 Composite Stock Price Index
(S&P 500). Dividend income is an incidental consideration in the selection of
investments. The Portfolio may also invest in money market instruments and
obligations issued or guaranteed by the U.S. Government, its agencies and
instrumentalities and may engage in repurchase agreement transactions. See
"Description of the Portfolios--Other Investments and Policies." The stocks of
the companies in which the Portfolio may invest are subject to industry,
economic and market risks. The Advisers to the Portfolio are Columbus Circle
Investors, a subpartnership of PIMCO Advisors L.P., and Oak Associates, Ltd.

LARGE CAPITALIZATION VALUE PORTFOLIO -- seeks to achieve total return
consisting of capital appreciation and dividend income by investing primarily in
a portfolio of common stocks that, in the Adviser's opinion, have above average
price appreciation potential at the time of purchase. The Portfolio may also
invest in other equity securities, including preferred stock, corporate and
other debt obligations and obligations issued or guaranteed by the U.S.
Government, its agencies and instrumentalities. See "Description of the
Portfolios--Other Investments and Policies." The stocks of the companies in
which the Portfolio may invest are subject to industry, economic and market
risks. The Advisers to the Portfolio are INVESCO Capital Management, Inc. and
Hotchkis and Wiley, a division of Merrill Lynch Asset Management, L.P.

SMALL CAPITALIZATION GROWTH PORTFOLIO -- seeks to achieve maximum capital
appreciation by investing primarily in a portfolio of common stocks of "emerging
growth" companies. The securities of the companies in which the Portfolio will
invest may have limited marketability and may be subject to more abrupt or
erratic market movements than securities of larger, more established companies
or the markets in general. The Portfolio may also invest in preferred stock,
obligations issued or guaranteed by the U.S. Government and money market
instruments. See "Description of the Portfolios-- Other Investments and
Policies." The Advisers to the Portfolio are Nicholas-Applegate Capital
Management and Investment Advisers, Inc.

SMALL CAPITALIZATION VALUE PORTFOLIO -- seeks to achieve above average
capital appreciation by investing primarily in a portfolio of common stocks of
companies with a total market capitalization of less than $1.5 billion that, in
the Adviser's opinion, are undervalued or overlooked in the marketplace at the
time of purchase. The Portfolio may also invest in securities convertible into
common stock,

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<PAGE> 3

preferred stock, debt obligations with capital appreciation potential and money
market instruments. See "Description of the Portfolios-- Other Investments and
Policies." The securities of the companies in which the Portfolio will invest
may have limited marketability and may be subject to more abrupt or erratic
market movements than securities of larger, more established companies or the
markets in general. The Advisers to the Portfolio are Lazard Asset Management, a
division of Lazard Freres & Co. LLC, and Wood, Struthers & Winthrop Management
Corp., a subsidiary of Donaldson, Lufkin & Jenrette Securities Corporation.

INTERNATIONAL EQUITY PORTFOLIO -- seeks to achieve capital appreciation by
investing primarily in a portfolio of equity securities of companies domiciled
outside the United States. The Portfolio will invest in companies in developed
as well as developing countries. Investing in international equity securities
involves risks not associated with investment in the securities of U.S.
companies, including exposure to less diverse and mature economies, greater
market volatility and changes in currency exchange rates. Investments in
developing countries involve additional risks. See "Description of the
Portfolios--International Equity Portfolio." The Portfolio may engage in forward
currency transactions, purchase and write put and call options on foreign
currencies and trade currency futures contracts and options thereon. The
Portfolio may also invest in closed-end country or regional funds and money
market instruments. See "Description of the Portfolios-- Other Investments and
Policies." The Adviser to the Portfolio is Lazard Asset Management, a division
of Lazard Freres & Co. LLC.

INCOME PORTFOLIOS

INTERNATIONAL BOND PORTFOLIO -- seeks to achieve high total return by
investing primarily in high quality debt securities denominated primarily in
foreign currencies. Under normal market circumstances, the Portfolio will invest
at least 65% of its total assets in high quality debt securities denominated in
foreign currencies of issuers located in at least three countries outside the
United States. Under normal circumstances, the Portfolio will invest at least
75% of its assets in debt securities rated A or better by Standard & Poor's
Ratings Group (S&P) or Moody's Investors Service, Inc. (Moody's), or if unrated,
determined by the Adviser to be of comparable quality. Under normal
circumstances, up to 25% of the Portfolio's total assets may be invested in debt
securities rated below investment grade but rated at least B by S&P or Moody's
or, if unrated, determined by the Adviser to be of comparable quality. See
"Description of the Portfolios--Other Investments and Policies." The Portfolio
may also engage in foreign currency exchange contracts, purchase and write put
and call options on foreign currencies and trading currencies futures contracts
and options thereon and in other hedging techniques. The Portfolio is
non-diversified and may be subject to greater risks than a portfolio that is
diversified. See "Description of the Portfolios--International Bond Portfolio."
The Adviser to the Portfolio is Delaware International Advisers Ltd.

TOTAL RETURN BOND PORTFOLIO -- seeks to achieve total return consisting of
current income and appreciation of capital by investing primarily in a portfolio
of fixed-income securities of varying maturities with a dollar-weighted average
portfolio maturity of more than four years but not more than fifteen years. The
Portfolio may invest in obligations issued or guaranteed by the U.S. Government,
its agencies and instrumentalities, corporate and other debt obligations,
convertible securities, mortgage-backed securities, asset-backed securities,
obligations of foreign governments or their subdivisions, agencies or
instrumentalities, obligations of supranational and quasi-governmental entities,
commercial paper, certificates of deposit, money market instruments, foreign
currency exchange-related securities and loan participations. All of the
securities in the Portfolio will be investment grade or determined by the
Adviser to be of comparable quality, except the Portfolio

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<PAGE> 4

may invest up to 10% of its total assets in securities rated below investment
grade but rated at least B by Moody's or S&P, or determined by the Adviser to be
of comparable quality. See "Other Investments and Policies--Medium and Lower
Rated Securities." The Portfolio may also invest in repurchase agreements and
reverse repurchase agreements and purchase and write put and call options,
purchase and sell futures contracts, purchase securities on a when-issued or
delayed-delivery basis, engage in interest rate swap transactions and lend its
portfolio securities. Investing in bonds involves risks related to interest rate
changes, the ability of the issuer to repay its obligations, and in the case of
medium and lower-rated securities, greater price volatility and the risk of
default. The Adviser to the Portfolio is Pacific Investment Management Company.

INTERMEDIATE-TERM BOND PORTFOLIO -- seeks to achieve current income and
reasonable stability of principal by investing primarily in a portfolio of high
quality fixed-income securities of varying maturities with a dollar-weighted
average portfolio maturity of more than three years but not more than ten years.
The Portfolio may invest in obligations issued or guaranteed by the U.S.
Government, its agencies and instrumentalities, corporate and other debt
obligations, convertible securities, mortgage-backed securities, asset backed
securities, obligations of foreign governments or their subdivisions, agencies
or instrumentalities, obligations of supranational and quasi-governmental
entities, commercial paper, certificates of deposit, money market instruments,
foreign currency exchange-related securities and loan participations. All of the
securities in the Portfolio will be investment grade or determined by the
Adviser to be of comparable quality, except the Portfolio may invest up to 10%
of its total assets in securities rated below investment grade but rated at
least B by Moody's or S&P, or determined by the Adviser to be of comparable
quality. See "Other Investments and Policies--Medium and Lower Rated
Securities." The Portfolio may also invest in repurchase agreements and reverse
repurchase agreements and purchase and write put and call options, purchase and
sell futures contracts, purchase securities on a when-issued or delayed-delivery
basis, engage in interest rate swap transactions and lend its portfolio
securities. Investing in bonds involves risks related to interest rate changes,
the ability of the issuer to repay its obligations, and in the case of medium
and lower-rated securities, greater price volatility and the risk of default.
The Adviser to the Portfolio is Pacific Investment Management Company.

MORTGAGE BACKED SECURITIES PORTFOLIO -- seeks to achieve high current
income as its primary objective with a secondary objective of capital
appreciation, each to the extent consistent with the protection of capital. The
Portfolio seeks to achieve these objectives by investing, under normal
circumstances, at least 65% of its assets in mortgage related securities. The
Portfolio may also invest in non-mortgage related securities, including
obligations issued or guaranteed by the U.S. Government, its agencies and
instrumentalities, corporate and other debt obligations, asset-backed
securities, money market instruments and repurchase and reverse repurchase
agreements. In addition, the Portfolio may engage in forward and roll
transactions, purchase and write put and call options, purchase and sell futures
contracts, purchase securities on a when-issued or delayed-delivery basis,
engage in interest rate swap transactions, make short sales of securities and
lend its portfolio securities. See "Description of the Portfolios-- Other
Investments and Policies." Investing in mortgage backed securities involves
risks related to interest rate movements, prepayment of principal faster or
slower than expected and the liquidity and creditworthiness of the various
mortgage related securities purchased by the Portfolio. The Adviser to the
Portfolio is Wellington Management Company, LLP.

U.S. GOVERNMENT MONEY MARKET PORTFOLIO -- seeks to achieve maximum current
income consistent with the maintenance of liquidity and the preservation of
capital. The Portfolio invests exclusively in securities issued or guaranteed by
the U.S. Government, its agencies or instrumentali-

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<PAGE> 5

ties (U.S. Government securities) and repurchase agreements with respect to
those securities. The Portfolio may also purchase securities on a when-issued or
delayed-delivery basis. While the U.S. Government Money Market Portfolio seeks
to maintain a stable net asset value of $1.00 per share, there is no assurance
that it will be able to do so on a continuing basis. See "Description of the
Portfolios-- Other Investments and Policies." The Adviser to the Portfolio is
Wellington Management Company, LLP.

MANAGEMENT. Prudential Investments Fund Management LLC acts as the
Portfolios' Manager. Each Portfolio is advised by one or more Advisers
identified, retained, supervised and compensated by the Manager. Investors
should be aware that the Manager will be subject to a conflict of interest when
making decisions regarding the retention and compensation of particular
Advisers. The Manager receives a fee from each Portfolio, and retains a portion
of the fee that varies based on the Portfolio involved. The Manager's decisions,
including the identity of an Adviser and the specific amount of the Manager's
compensation to be paid to the Adviser, are subject to review and approval by a
majority of the Trustees, including a majority of the Trustees who are not
"interested" persons as defined in the Investment Company Act. See "Management
of the Trust."

PURCHASE AND REDEMPTION OF SHARES. Shares of the Portfolios are offered for
purchase and redemption at their respective next determined net asset values.
Investors purchasing shares through participation in the Target Program will pay
a quarterly advisory fee. For all non-Plan accounts, the quarterly advisory fee
is charged at the maximum annual rate of 1.5% of assets held in a Target Program
account invested in equity portfolios and 1.0% of assets held in a Target
Program account invested in income portfolios. For Plan accounts, the quarterly
advisory fee is charged at the maximum annual rate of 1.25% of assets held in a
Target Program account invested in equity portfolios and 1.35% of assets held in
a Target Program account invested in income portfolios. The fee may be subject
to negotiation when assets in the Target Program exceed $100,000, based on a
number of factors including, but not limited to, the size of the account and
other accounts with Prudential Securities. The minimum initial investment in the
Target Program for non-Plan accounts is $25,000 and for Plan accounts is
$10,000. Certain accounts may be aggregated for purposes of satisfying the
minimum initial investment requirement. The minimum initial investment
requirement may be reduced or waived in certain instances and the advisory fee
may be waived or reduced for certain clients. See "Purchase and Redemption of
Shares."

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<PAGE> 6

TRUST EXPENSES

The following table lists the costs and expenses, including the Target
Program advisory fee paid separately, that an investor will incur directly and
indirectly as a shareholder of each of the Portfolios based on expenses from the
last fiscal year. The operating expenses of the Portfolios, when combined with
any investment advisory fees separately paid, will involve greater fees and
expenses than other investment companies whose shares are purchased without the
benefit of professional asset allocation recommendations.
<TABLE>
<CAPTION>

LARGE LARGE SMALL SMALL INTER-
CAPITALI- CAPITALI- CAPITALI- CAPITALI- INTER- INTER- TOTAL MEDIATE-
ZATION ZATION ZATION ZATION NATIONAL NATIONAL RETURN TERM
GROWTH VALUE GROWTH VALUE EQUITY BOND BOND BOND
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES.................. None None None None None None None None
Maximum Annual Target
Program Fee applicable to
non-Plan investors (as a
percentage of average
daily value of Portfolio
shares held)*............. 1.50% 1.50% 1.50% 1.50% 1.50% 1.00% 1.00% 1.00%
===== ===== ===== ===== ===== ===== ===== =====
ANNUAL PORTFOLIO OPERATING EXPENSES**
(AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees........... 0.60% 0.60% 0.60% 0.60% 0.70% 0.50% 0.45% 0.45%
12b-1 Fees................ None None None None None None None None
Other Expenses............ 0.13% 0.12% 0.19% 0.21% 0.23% 0.85% 0.46% 0.26%
----- ----- ----- ----- ----- ----- ----- -----
Total Portfolio Operating
Expenses................ 0.73% 0.72% 0.79% 0.81% 0.93% 1.35% 0.91% 0.71%
===== ===== ===== ===== ===== ===== ===== =====
Maximum Total Portfolio
Operating Expenses
(After Reduction)+...... N/A N/A N/A N/A N/A N/A N/A N/A

<CAPTION>
U.S.
GOVERN-
MORTGAGE MENT
BACKED MONEY
SECURITIES MARKET
PORTFOLIO PORTFOLIO
---------- ---------
<S> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES.................. None None
Maximum Annual Target
Program Fee applicable to
non-Plan investors (as a
percentage of average
daily value of Portfolio
shares held)*............. 1.00% 1.00%
===== ======
ANNUAL PORTFOLIO OPERATING
(AS A PERCENTAGE OF
AVERAGE NET ASSETS)
Management Fees........... 0.45% 0.25%
12b-1 Fees................ None None
Other Expenses............ 0.43% 0.40%
----- ------
Total Portfolio Operating
Expenses................ 0.88% 0.65%
===== ======
Maximum Total Portfolio
Operating Expenses
(After Reduction)+...... N/A N/A
</TABLE>

EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming
(i) a 5% annual return and (ii) redemption at the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Large Capitalization Growth Portfolio....................... $ 7 $23 $41 $ 91
Large Capitalization Value Portfolio........................ $ 7 $23 $40 $ 89
Small Capitalization Growth Portfolio....................... $ 8 $25 $44 $ 98
Small Capitalization Value Portfolio........................ $ 8 $26 $45 $100
International Equity Portfolio.............................. $ 9 $30 $51 $114
International Bond Portfolio................................ $14 $43 $74 $162
Total Return Bond Portfolio................................. $ 9 $29 $50 $112
Intermediate-Term Bond Portfolio............................ $ 7 $23 $40 $ 88
Mortgage Backed Securities Portfolio........................ $ 9 $28 $49 $108
U.S. Government Money Market Portfolio...................... $ 7 $21 $36 $ 80
</TABLE>

The above example is based on data for the Trust's fiscal year ended
December 31, 1997. The above example includes the fees for the Target Program
applicable to non-Plan investors. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. The purpose of this table is to assist investors in
understanding the various costs and expenses that an investor in a Portfolio
will bear, whether directly or indirectly. For more complete descriptions of the
various costs and expenses, see "Management of the Trust." "Other Expenses"
include operating expenses of each Portfolio for the fiscal year ended December
31, 1997, such as trustees' and professional fees, registration fees, reports to
shareholders and transfer agency ($35 per Target Program participant) and
custodian fees (foreign and domestic) (but exclude foreign withholding taxes).
In addition, the Trust may pay fees for recordkeeping services in respect of
certain eligible defined benefit plan investors. See "Custodian, Transfer and
Dividend Disbursing Agent and Independent Accountants" in the Statement of
Additional Information.

- --------------------------------------------------------------------------------

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- ---------------
* Plan investors are subject to a maximum Annual Target Program fee (as a
percentage of average daily value of Portfolio shares held) of 1.25% for
assets invested in Equity Portfolios and 1.35% for assets invested in Income
Portfolios.

** Not including the Target Program fee.

+ PIFM may, from time to time, agree to waive all or a portion of its
management fee and subsidize certain operating expenses with respect to each
Portfolio. Fee waivers and expense subsidies lower the overall expenses of a
Portfolio and increase a Portfolio's total return. See notes in "Financial
Highlights." For the year ended December 31, 1997, PIFM agreed to cap
operating expenses for the Total Return Bond Portfolio at .95%; as expenses
did not exceed .91% in 1997, and did not exceed .94% in 1996, this expense
cap has been discontinued. See "Management of the Trust--Manager."

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<PAGE> 8

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIODS)
- --------------------------------------------------------------------------------

The following financial highlights for the year ended December 31, 1997 have
been audited by Price Waterhouse LLP, independent accountants, and for the three
years ended December 31, 1996 and for the period from January 5, 1993 through
December 31, 1993, have been audited by Deloitte & Touche LLP, independent
accountants, whose reports thereon were unqualified. This information should be
read in conjunction with the financial statements and notes thereto, which
appear in the Statement of Additional Information. The financial highlights
contain selected data for a share of beneficial interest outstanding, total
return, ratios to average net assets and other supplemental data for the periods
indicated. Further performance information is contained in the annual report
which may be obtained without charge. See "General Information -- Performance
Information."
<TABLE>
<CAPTION>
LARGE CAPITALIZATION LARGE CAPITALIZATION
GROWTH PORTFOLIO VALUE PORTFOLIO
-------------------------------------------------------- -------------------
JANUARY 5,
YEAR ENDED 1993(A) YEAR ENDED
DECEMBER 31, THROUGH DECEMBER 31,
----------------------------------------- DECEMBER 31, -------------------
1997 1996 1995(E) 1994(E) 1993 1997 1996(E)
---- ---- ------- ------- ------------ ---- -------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
period...................... $ 12.97 $ 12.13 $ 9.74 $ 9.91 $ 10.00 $ 13.97 $ 12.57
======== ======== ======== ======== ======= ======== ========
Income from investment
operations
Net investment income
(loss)...................... --(f) .02 .10 .10 .07(c) .31 .31
Net realized and unrealized
gains (losses) on investment
transactions................ 2.61 2.33 2.41 (.16) (.12) 3.77 2.07
-------- -------- -------- -------- ------- -------- --------
Total from investment
operations............... 2.61 2.35 2.51 (.06) (.05) 4.08 2.38
-------- -------- -------- -------- ------- -------- --------
Less distributions
Dividends from net investment
income...................... (.01) (.02) (.10) (.10) (.04) (.28) (.31)
Distributions in excess of
net investment income....... -- -- (.01) (.01) -- -- (.03)
Distributions from net
realized gains.............. (1.99) (1.49) (.01) -- -- (1.56) (.64)
-------- -------- -------- -------- ------- -------- --------
Total distributions....... (2.00) (1.51) (.12) (.11) (.04) (1.84) (.98)
-------- -------- -------- -------- ------- -------- --------
Net asset value, end of
period...................... $ 13.58 $ 12.97 $ 12.13 $ 9.74 $ 9.91 $ 16.21 $ 13.97
======== ======== ======== ======== ======= ======== ========
TOTAL RETURN(d):............. 20.77% 21.09% 25.76% (.68)% (.46)% 29.80% 19.17%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000)....................... $243,895 $220,782 $180,077 $142,072 $98,089 $275,093 $227,706
Average net assets (000)..... $242,233 $202,736 $162,982 $129,687 $48,033 $253,579 $208,898
Ratios to average net assets
Expenses.................... .73% .82% .78% .81% 1.05%(b)(c) .72% .77%
Net investment income
(loss).................... (.01)% .19% .88% 1.08% .84%(b)(c) 1.90% 2.33%
Portfolio turnover rate...... 82% 65% 154% 24% 4% 21% 22%
Average commission rate paid
per share................... $ .0560 $ .0572 $ .0578 N/A N/A $ .0499 $ .0509

<CAPTION>
LARGE CAPITALIZATION
VALUE PORTFOLIO
----------------------------------
JANUARY 5,
YEAR ENDED 1993(A)
DECEMBER 31, THROUGH
------------------- DECEMBER 31,
1995(E) 1994(E) 1993
------- ------- ------------
<S> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
period...................... $ 10.02 $ 10.11 $ 10.00
======== ======== =======
Income from investment
operations
Net investment income
(loss)...................... .33 .26 .21(c)
Net realized and unrealized
gains (losses) on investment
transactions................ 2.89 (.04) .02
-------- -------- -------
Total from investment
operations............... 3.22 .22 .23
-------- -------- -------
Less distributions
Dividends from net investment
income...................... (.30) (.25) (.11)
Distributions in excess of
net investment income....... -- -- --
Distributions from net
realized gains.............. (.37) (.06) (.01)
-------- -------- -------
Total distributions....... (.67) (.31) (.12)
-------- -------- -------
Net asset value, end of
period...................... $ 12.57 $ 10.02 $ 10.11
======== ======== =======
TOTAL RETURN(d):............. 32.08% 2.18% 2.29%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000)....................... $187,596 $142,219 $96,074
Average net assets (000)..... $163,124 $128,865 $46,623
Ratios to average net assets
Expenses.................... .76% .81% 1.05%(b)(c)
Net investment income
(loss).................... 2.83% 2.66% 2.12%(b)(c)
Portfolio turnover rate...... 59% 6% 3%
Average commission rate paid
per share................... $ .0514 N/A N/A
</TABLE>

- --------------------------------------------------------------------------------

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<PAGE> 9

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIODS)
- --------------------------------------------------------------------------------

The following financial highlights for the year ended December 31, 1997 have
been audited by Price Waterhouse LLP, independent accountants, and for the three
years ended December 31, 1996 and for the period from January 5, 1993 through
December 31, 1993, have been audited by Deloitte & Touche LLP, independent
accountants, whose reports thereon were unqualified. The financial highlights
contain selected data for a share of beneficial interest outstanding, total
return, ratios to average net assets and other supplemental data for the periods
indicated. Further performance information is contained in the annual report
which may be obtained without charge. See "General Information -- Performance
Information."
<TABLE>
<CAPTION>
SMALL CAPITALIZATION SMALL CAPITALIZATION
GROWTH PORTFOLIO VALUE PORTFOLIO(E)
------------------------------------------------------- -------------------
JANUARY 5,
YEAR ENDED 1993(A) YEAR ENDED
DECEMBER 31, THROUGH DECEMBER 31,
---------------------------------------- DECEMBER 31, -------------------
1997 1996 1995(E) 1994(E) 1993(E) 1997 1996
---- ---- ------- ------- ------------ ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
period...................... $ 14.93 $ 14.15 $ 11.59 $11.86 $ 10.00 $ 15.22 $ 13.07
======== ======== ======== ======= ======= ======== ========
Income from investment
operations
Net investment income
(loss)...................... (.05) (.02) .02 .01 .01(c) .08 .11
Net realized and unrealized
gains (losses) on investment
transactions................ 3.02 2.63 2.84 (.27) 1.86 4.37 2.71
-------- -------- -------- ------- ------- -------- --------
Total from investment
operations............... 2.97 2.61 2.86 (.26) 1.87 4.45 2.82
-------- -------- -------- ------- ------- -------- --------
Less distributions
Dividends from net investment
income...................... -- -- (.02) (.01) (.01) (.08) (.11)
Distributions in excess of
net investment income....... -- -- -- -- -- (.01) --
Distributions from net
realized gains.............. (2.33) (1.83) (.28) -- -- (2.08) (.56)
-------- -------- -------- ------- ------- -------- --------
Total distributions....... (2.33) (1.83) (.30) (.01) (.01) (2.17) (.67)
-------- -------- -------- ------- ------- -------- --------
Net asset value, end of
period...................... $ 15.57 $ 14.93 $ 14.15 $11.59 $ 11.86 $ 17.50 $ 15.22
======== ======== ======== ======= ======= ======== ========
TOTAL RETURN(d):............. 20.85% 18.88% 24.62% (2.19)% 18.66% 29.98% 21.75%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000)....................... $165,898 $147,469 $121,533 $96,462 $63,917 $163,414 $126,672
Average net assets (000)..... $156,570 $141,496 $107,649 $87,403 $29,313 $144,160 $110,564
Ratios to average net assets
Expenses.................... .79% .89% .85% .93% 1.05%(b)(c) .81% .92%
Net investment income
(loss).................... (.36)% (.32)% .12% .10% .11%(b)(c) .45% .77%
Portfolio turnover rate...... 106% 108% 120% 97% 72% 36% 60%
Average commission rate paid
per share................... $ .0596 $ .0590 $ .0586 N/A N/A $ .0600 $ .0610

<CAPTION>
SMALL CAPITALIZATION
VALUE PORTFOLIO(E)
--------------------------------
JANUARY 5,
YEAR ENDED 1993(A)
DECEMBER 31, THROUGH
----------------- DECEMBER 31,
1995 1994 1993
---- ---- ------------
<S> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
period...................... $ 11.07 $ 12.72 $ 10.00
======= ======= =======
Income from investment
operations
Net investment income
(loss)...................... .14 .11 (.01)(c)
Net realized and unrealized
gains (losses) on investment
transactions................ 2.00 (1.49) 3.19
------- ------- -------
Total from investment
operations............... 2.14 (1.38) 3.18
------- ------- -------
Less distributions
Dividends from net investment
income...................... (.14) -- --
Distributions in excess of
net investment income....... -- -- --
Distributions from net
realized gains.............. -- (.27) (.46)
------- ------- -------
Total distributions....... (.14) (.27) (.46)
------- ------- -------
Net asset value, end of
period...................... $ 13.07 $ 11.07 $ 12.72
======= ======= =======
TOTAL RETURN(d):............. 19.21% (11.03)% 31.86%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000)....................... $97,594 $84,163 $64,430
Average net assets (000)..... $88,085 $83,891 $29,039
Ratios to average net assets
Expenses.................... 1.00% .93% 1.05%(b)(c)
Net investment income
(loss).................... 1.14% .88% (.11)%(b)(c)
Portfolio turnover rate...... 110% 97% 112%
Average commission rate paid
per share................... $ .0561 N/A N/A
</TABLE>

- ---------------

(a) Commencement of investment operations.

(b) Annualized.
(c) Net of expense subsidies. For the period January 5, 1993 through December
31, 1993, had the Manager not reimbursed expenses for the Portfolios, net
investment income (loss) per share and the ratios of expenses and net
investment income (loss) to average net assets would have been ($.03), 1.46%
and (.30%) for the Small Capitalization Growth Portfolio and ($.04), 1.33%
and (.39%) for the Small Capitalization Value Portfolio, respectively.
(d) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each period reported and includes reinvestment
of dividends and distributions. Total return for periods of less than a full
year are not annualized. Total return does not reflect the fees for the
Target Program.
(e) Calculated based upon average shares outstanding during the period.

- --------------------------------------------------------------------------------

9
<PAGE> 10

The following financial highlights for the year ended December 31, 1997 have
been audited by Price Waterhouse LLP, independent accountants, and for the
International Equity Fund for the three years ended December 31, 1996 and for
the period from January 5, 1993 through December 31, 1993, and for the
International Bond Fund for the two years ended December 31, 1996 and the period
from May 17, 1994 through December 31, 1994, have been audited by Deloitte &
Touche LLP, independent accountants, whose reports thereon were unqualified.
This information should be read in conjunction with the financial statements and
notes thereto, which appear in the Statement of Additional Information. The
financial highlights contain selected data for a share of beneficial interest
outstanding, total return, ratios to average net assets and other supplemental
data for the periods indicated. Further performance information is contained in
the annual report which may be obtained without charge. See "General
Information -- Performance Information."
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY
PORTFOLIO
-----------------------------------------
JANUARY 5,
YEAR ENDED 1993(A)
DECEMBER 31, THROUGH
----------------------------------------- DECEMBER 31,
1997 1996 1995(E) 1994(E) 1993(E)
---- ---- ------- ------- ------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period.............................. $ 14.82 $ 13.64 $ 11.95 $ 13.09 $ 10.00
======== ======== ======== ======== ========
Income from investment operations
Net investment income (loss)......... .21 .25 .17 .06 .07
Net realized and unrealized gains
(losses) on investment
transactions........................ 1.32 1.79 1.67 (.01) 3.16
-------- -------- -------- -------- --------
Total from investment operations.. 1.53 2.04 1.84 .05 3.23
-------- -------- -------- -------- --------
Less distributions
Dividends from net investment
income.............................. (.41) (.22) (.11) (.01) (.01)
Distributions in excess of net
investment income................... -- -- -- -- --
Distributions from net realized
gains............................... (1.67) (.64) (.04) (1.07) (.05)
Distributions in excess of net
realized gains...................... -- -- -- (.11) (.08)
Tax return of capital
distributions....................... -- -- -- -- --
-------- -------- -------- -------- --------
Total distributions............... (2.08) (.86) (.15) (1.19) (.14)
-------- -------- -------- -------- --------
Net asset value, end of period....... $ 14.27 $ 14.82 $ 13.64 $ 11.95 $ 13.09
======== ======== ======== ======== ========
TOTAL RETURN(d):..................... 10.60% 15.25% 15.38% .18% 32.38%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...... $237,851 $240,563 $191,598 $188,025 $127,121
Average net assets (000)............. $245,536 $221,626 $183,414 $179,614 $ 49,769
Ratios to average net assets
Expenses............................ .93% .99% 1.02% 1.07% 1.40%(b)
Net investment income (loss)........ 1.15% 1.77% 1.32% .47% .64%(b)
Portfolio turnover rate.............. 37% 39% 76% 116% 65%
Average commission rate paid per
share............................... $ .0278 $ .0240 $ .0250 N/A N/A

<CAPTION>
INTERNATIONAL BOND
PORTFOLIO(F)
--------------------------------------------
MAY 17,
YEAR ENDED 1994(A)
DECEMBER 31, THROUGH
----------------------------- DECEMBER 31,
1997 1996 1995 1994
---- ---- ---- ------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period.............................. $ 10.17 $ 10.19 $ 9.57 $ 10.00
======= ======= ======= =======
Income from investment operations
Net investment income (loss)......... .42 .51 .57(c) .27(c)
Net realized and unrealized gains
(losses) on investment
transactions........................ (1.00) (.08) .82 (.19)
------- ------- ------- -------
Total from investment operations.. (.58) .43 1.39 .08
------- ------- ------- -------
Less distributions
Dividends from net investment
income.............................. -- (.21) (.57) (.27)
Distributions in excess of net
investment income................... (.06) -- -- (.24)
Distributions from net realized
gains............................... --(g) (.24) (.20) --
Distributions in excess of net
realized gains...................... -- -- -- --
Tax return of capital
distributions....................... (.36) -- -- --
------- ------- ------- -------
Total distributions............... (.42) (.45) (.77) (.51)
------- ------- ------- -------
Net asset value, end of period....... $ 9.17 $ 10.17 $ 10.19 $ 9.57
======= ======= ======= =======
TOTAL RETURN(d):..................... (5.73)% 4.45% 14.66% .71%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...... $31,189 $41,780 $34,660 $21,447
Average net assets (000)............. $35,163 $38,788 $29,510 $15,366
Ratios to average net assets
Expenses............................ 1.35% 1.34% 1.00%(c) 1.00%(b)(c)
Net investment income (loss)........ 4.44% 5.02% 5.56%(c) 4.84%(b)(c)
Portfolio turnover rate.............. 202% 226% 456% 361%
Average commission rate paid per
share............................... N/A N/A N/A N/A
</TABLE>

- ---------------

(a) Commencement of investment operations.

(b) Annualized.

(c) Net of expense subsidies. For the period May 17, 1994 through December 31,
1994, had the Manager not reimbursed expenses for the International Bond
Portfolio, net investment income per share and the ratios of expenses and
net investment income to average net assets would have been $.21, 1.90% and
3.94%, respectively. For the year ended December 31, 1995, had the Manager
not reimbursed expenses for the International Bond Portfolio, net investment
income per share and the ratios of expenses and net investment income to
average net assets would have been $.55, 1.15% and 5.40%, respectively.

(d) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each period reported and includes reinvestment
of dividends and distributions. Total return for periods of less than a full
year are not annualized. Total return does not reflect the fees for the
Target Program.

(e) Calculated based upon average shares outstanding during the period.

(f) Effective August 28, 1997, Delaware International Advisers Ltd., replaced
Fiduciary Investments, Inc. as Investment Adviser to the International Bond
Portfolio.

(g) Less than $.005 per share.

- --------------------------------------------------------------------------------

10
<PAGE> 11

The following financial highlights for the year ended December 31, 1997 have
been audited by Price Waterhouse LLP, independent accountants, and for the three
years ended December 31, 1996 and for the period from January 5, 1993 through
December 31, 1993, have been audited by Deloitte & Touche LLP, independent
accountants, whose reports thereon were unqualified. This information should be
read in conjunction with the financial statements and notes thereto, which
appear in the Statement of Additional Information. The financial highlights
contain selected data for a share of beneficial interest outstanding, total
return, ratios to average net assets and other supplemental data for the periods
indicated. Further performance information is contained in the annual report
which may be obtained without charge. See "General Information -- Performance
Information."
<TABLE>
<CAPTION>
INTERMEDIATE-TERM
TOTAL RETURN BOND PORTFOLIO BOND PORTFOLIO
----------------------------------------------------- ------------------
JANUARY 5,
YEAR ENDED 1993(A) YEAR ENDED
DECEMBER 31, THROUGH DECEMBER 31,
-------------------------------------- DECEMBER 31, ------------------
1997 1996 1995 1994 1993 1997 1996
---- ---- ---- ---- ------------ ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period......................... $ 10.28 $ 10.62 $ 9.48 $ 10.28 $ 10.00 $ 10.30 $ 10.51
======= ======= ======= ======= ======= ======= ========
Income from investment
operations
Net investment income........... .57 .57 .62(c) .47(c) .44(c) .58 .59
Net realized and unrealized
gains (losses) on investment
transactions................... .35 (.09) 1.18 (.82) .56 .28 (.07)
------- ------- ------- ------- ------- ------- --------
Total from investment
operations.................. .92 .48 1.80 (.35) 1.00 .86 .52
------- ------- ------- ------- ------- ------- --------
Less distributions
Dividends from net investment
income......................... (.54) (.56) (.58) (.45) (.44) (.57) (.59)
Distributions in excess of net
investment income.............. -- -- -- -- (.02) -- --
Distributions from net realized
gains.......................... (.10) (.26) (.08) -- (.19) (.17) (.14)
Distributions in excess of net
realized gains................. -- -- -- -- (.07) -- --
------- ------- ------- ------- ------- ------- --------
Total distributions.......... (.64) (.82) (.66) (.45) (.72) (.74) (.73)
------- ------- ------- ------- ------- ------- --------
Net asset value, end of
period......................... $ 10.56 $ 10.28 $ 10.62 $ 9.48 $ 10.28 $ 10.42 $ 10.30
======= ======= ======= ======= ======= ======= ========
TOTAL RETURN(d)................. 9.23% 5.02% 19.63% (3.54)% 10.18% 8.57% 5.22%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000).......................... $50,411 $49,218 $45,118 $31,191 $25,917 $95,071 $100,392
Average net assets (000)........ $48,123 $47,246 $37,023 $31,141 $12,594 $95,575 $ 81,723
Ratios to average net assets
Expenses....................... .91% .94% .85%(c) .85%(c) .85%(b)(c) .71% .73%
Net investment income.......... 5.54% 5.67% 6.21%(c) 4.90%(c) 3.87%(b)(c) 5.64% 5.69%
Portfolio turnover rate......... 323% 340% 141% 121% 171% 249% 311%

<CAPTION>
INTERMEDIATE-TERM
BOND PORTFOLIO
--------------------------------
JANUARY 5,
YEAR ENDED 1993(A)
DECEMBER 31, THROUGH
----------------- DECEMBER 31,
1995 1994 1993
---- ---- ------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period......................... $ 9.56 $ 10.26 $ 10.00
======= ======= =======
Income from investment
operations
Net investment income........... .63 .49 .46(c)
Net realized and unrealized
gains (losses) on investment
transactions................... .94 (.71) .46
------- ------- -------
Total from investment
operations.................. 1.57 (.22) .92
------- ------- -------
Less distributions
Dividends from net investment
income......................... (.60) (.48) (.45)
Distributions in excess of net
investment income.............. -- -- --
Distributions from net realized
gains.......................... (.02) -- (.18)
Distributions in excess of net
realized gains................. -- -- (.03)
------- ------- -------
Total distributions.......... (.62) (.48) (.66)
------- ------- -------
Net asset value, end of
period......................... $ 10.51 $ 9.56 $ 10.26
======= ======= =======
TOTAL RETURN(d)................. 16.87% (2.23)% 9.33%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000).......................... $77,125 $62,924 $60,651
Average net assets (000)........ $68,628 $69,602 $32,441
Ratios to average net assets
Expenses....................... .79% .80% .85%(b)(c)
Net investment income.......... 6.09% 5.06% 4.27%(b)(c)
Portfolio turnover rate......... 93% 77% 129%
</TABLE>

- ---------------

(a) Commencement of investment operations.

(b) Annualized.

(c) Net of expense subsidies. For the period January 5, 1993 through December
31, 1993, had the Manager not reimbursed expenses for the Portfolios, net
investment income per share and the ratios of expenses and net investment
income to average net assets would have been $.38, 2.04% and 2.68% for the
Total Return Bond Portfolio and $.44, 1.10% and 4.02% for the
Intermediate-Term Bond Portfolio, respectively. For the year ended December
31, 1994, had the Manager not reimbursed expenses for the Portfolio, net
investment income per share and the ratios of expenses and net investment
income to average net assets would have been $1.44, 1.18% and 4.57% for the
Total Return Bond Portfolio. For the year ended December 31, 1995, had the
Manager not reimbursed expenses for the Portfolio, net investment income per
share and the ratios of expenses and net investment income to average net
assets would have been $.60, 1.04% and 6.02% for the Total Return Bond
Portfolio.

-----------------------------------------------------------------------------

11
<PAGE> 12

- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS (CONTINUED)
(FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIODS)
- --------------------------------------------------------------------------------

The following financial highlights for the year ended December 31, 1997 have
been audited by Price Waterhouse LLP, independent accountants, and for the three
years ended December 31, 1996 and for the period from January 5, 1993 through
December 31, 1993, have been audited by Deloitte & Touche LLP, independent
accountants, whose reports thereon were unqualified. This information should be
read in conjunction with the financial statements and notes thereto, which
appear in the Statement of Additional Information. The financial highlights
contain selected data for a share of beneficial interest outstanding, total
return, ratios to average net assets and other supplemental data for the periods
indicated. Further performance information is contained in the annual report
which may be obtained without charge. See "General Information -- Performance
Information."
<TABLE>
<CAPTION>
MORTGAGE BACKED
SECURITIES PORTFOLIO
----------------------------------------------------
JANUARY 5,
YEAR ENDED 1993(A)
DECEMBER 31, THROUGH
------------------------------------- DECEMBER 31,
1997 1996 1995 1994 1993
---- ---- ---- ---- ------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period........................... $ 10.21 $ 10.31 $ 9.51 $ 10.18 $ 10.00
======= ======= ======= ======= =======
Income from investment operations
Net investment income............. .64 .65 .68(c) .61(c) .57(c)
Net realized and unrealized gains
(losses) on investment
transactions..................... .23 (.12) .83 (.66) .28
------- ------- ------- ------- -------
Total from investment
operations.................... .87 .53 1.51 (.05) .85
------- ------- ------- ------- -------
Less distributions
Dividends from net investment
income........................... (.63) (.63) (.68) (.61) (.57)
Distributions in excess of net
investment income................ -- -- (.03) (.01) (.02)
Distributions from net realized
gains............................ -- -- -- -- (.08)
Distributions in excess of net
realized gains................... -- -- -- -- --
------- ------- ------- ------- -------
Total distributions............ (.63) (.63) (.71) (.62) (.67)
------- ------- ------- ------- -------
Net asset value, end of period.... $ 10.45 $ 10.21 $ 10.31 $ 9.51 $ 10.18
======= ======= ======= ======= =======
TOTAL RETURN(d)................... 8.82% 5.56% 16.18% (.51)% 8.56%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)... $71,596 $73,867 $69,759 $61,971 $60,100
Average net assets (000).......... $71,757 $72,214 $65,149 $66,276 $29,710
Ratios to average net assets
Expenses....................... .88% .91% .85%(c) .85%(c) .85%(b)(c)
Net investment income.......... 6.21% 6.44% 6.79%(c) 6.19%(c) 5.30%(b)(c)
Portfolio turnover rate........... 128% 102% 154% 380% 134%

<CAPTION>
U.S. GOVERNMENT
MONEY MARKET PORTFOLIO
----------------------------------------------------
JANUARY 5,
YEAR ENDED 1993(A)
DECEMBER 31, THROUGH
------------------------------------- DECEMBER 31,
1997 1996 1995 1994 1993
---- ---- ---- ---- ------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period........................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= ======
Income from investment operations
Net investment income............. .049 .045 .051(c) .037(c) .025(c)
Net realized and unrealized gains
(losses) on investment
transactions..................... -- -- -- -- --
------- ------- ------- ------- ------
Total from investment
operations.................... .049 .045 .051 .037 .025
------- ------- ------- ------- ------
Less distributions
Dividends from net investment
income........................... (.049) (.045) (.051) (.037) (.025)
Distributions in excess of net
investment income................ -- -- -- -- --
Distributions from net realized
gains............................ -- -- -- -- --
Distributions in excess of net
realized gains................... -- -- -- -- --
------- ------- ------- ------- ------
Total distributions............ (.049) (.045) (.051) (.037) (.025)
------- ------- ------- ------- ------
Net asset value, end of period.... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======= ======= ======= ======= ======
TOTAL RETURN(d)................... 4.95% 4.53% 5.25% 3.79% 2.56%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)... $42,326 $27,397 $18,855 $21,438 $2,997
Average net assets (000).......... $37,675 $19,132 $20,173 $15,048 $1,407
Ratios to average net assets
Expenses....................... .65% .89% .75%(c) .50%(c) .50%(b)(c)
Net investment income.......... 4.91% 4.49% 5.18%(c) 4.03%(c) 2.51%(b)(c)
Portfolio turnover rate........... -- -- -- -- --
</TABLE>

- ---------------
(a) Commencement of investment operations.
(b) Annualized.
(c) Net of expense subsidies. For the period January 5, 1993 through December
31, 1993, had the Manager not reimbursed expenses for the Portfolios, net
investment income per share and the ratios of expenses and net investment
income to average net assets would have been $.54, 1.45% and 4.70% for the
Mortgage Backed Securities Portfolio and ($.079), 10.94% and (7.93%) for the
U.S. Government Money Market Portfolio, respectively. For the year ended
December 31, 1994, had the Manager not reimbursed expenses for the
Portfolios, net investment income per share and the ratios of expenses and
net investment income to average net assets would have been $.60, .99% and
6.05% for the Mortgage Backed Securities Portfolio and $.031, 1.14% and
3.39% for the U.S. Government Money Market Portfolio, respectively. For the
year ended December 31, 1995, had the Manager not reimbursed expenses for
the Portfolios, net investment income per share and the ratios of expenses
and net investment income to average net assets would have been $.67, .92%
and 6.72% for the Mortgage Backed Securities Portfolio and $.050, .80% and
5.13% for the U.S. Government Money Market Portfolio, respectively.
(d) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each period reported and includes reinvestment
of dividends and distributions. Total return for periods of less than a full
year are not annualized. Total return does not reflect the fees for the
Target Program.

-----------------------------------------------------------------------------

12
<PAGE> 13

DESCRIPTION OF THE PORTFOLIOS

INVESTMENT OBJECTIVES AND POLICIES

Set forth below is a description of the investment objective and policies
of each Portfolio. There can be no assurance that a Portfolio will achieve its
investment objective. As with an investment in any mutual fund, an investment in
a Portfolio can decrease in value and you can lose money. The Portfolios'
investment objectives are fundamental and may be changed only with the approval
of the holders of a majority of a Portfolio's outstanding voting securities.
Further information about the investment policies of each Portfolio appears in
the Statement of Additional Information.

EQUITY PORTFOLIOS

LARGE CAPITALIZATION GROWTH PORTFOLIO

The Large Capitalization Growth Portfolio is advised by Columbus Circle
Investors, a subpartnership of PIMCO Advisors, L.P., and Oak Associates, Ltd.
The Portfolio's investment objective is long-term capital appreciation. The
Portfolio seeks to achieve its investment objective by investing primarily in a
diversified portfolio of common stocks of companies with total market
capitalization of $1.5 billion or greater that, in each Adviser's opinion, are
characterized by a growth of earnings at a rate faster than that of the Standard
& Poor's 500(R) Corporate Stock Price Index (S&P 500). Dividend income is an
incidental consideration in the selection of investments. The securities held by
the Portfolio can be expected to experience greater volatility than those of the
Large Capitalization Value Portfolio. In selecting securities for the Portfolio,
the Advisers evaluate factors believed to be favorable to long-term growth of
capital, such as the business outlook for the issuer's industry and the issuer's
position in that industry, as well as the issuer's background, historical profit
margins on equity and experience and qualifications of the issuer's management.
Under normal conditions, at least 80% of the Portfolio's total assets will be
invested in common stocks and at least 65% of the Portfolio's total assets will
be invested in common stocks of companies with total market capitalization of
$1.5 billion or greater at the time of purchase. The Portfolio may also invest
in money market instruments and obligations issued or guaranteed by the U.S.
Government, its agencies and instrumentalities and may engage in repurchase
agreement transactions. When market or economic conditions indicate, in the view
of an Adviser, that a temporary defensive investment strategy is appropriate or
pending investment in portfolio securities, the Adviser may invest its portion
of the Portfolio without limit in money market instruments and obligations
issued or guaranteed by the U.S. Government, its agencies and instrumentalities
and may engage in repurchase agreement transactions. See "Other Investments and
Policies."

LARGE CAPITALIZATION VALUE PORTFOLIO

The Large Capitalization Value Portfolio is advised by INVESCO Capital
Management, Inc. and Hotchkis and Wiley, a division of Merrill Lynch Asset
Management, L.P. The Portfolio's investment objective is total return consisting
of capital appreciation and dividend income. The Portfolio seeks to achieve its
investment objective by investing primarily in a diversified portfolio of common
stocks of companies with total market capitalization of $1.5 billion or greater
that, in each Adviser's opinion, have above average price appreciation potential
at the time of purchase. In general, these securities

13
<PAGE> 14

are characterized as having above average dividend yields and below average
price to earnings ratios relative to the stock market in general, as measured by
the S&P 500. The securities may also (i) be undervalued relative to their cash
flow and/or asset values; (ii) have an attractive price value relationship,
i.e., have high returns on equity and/or assets with a correspondingly low price
to book and/or price to asset value as compared to the market generally or the
companies' industry groups in particular, with expectations that some catalyst
will cause the perception of value to change within two years; (iii) have
experienced significant relative underperformance and are out of favor; and (iv)
have a low projected price to earnings multiple relative to their industry peer
group and/or the market in general. Other factors, such as earnings and dividend
growth prospects as well as industry outlook and market share, also are
considered. Under normal conditions, at least 80% of the Portfolio's total
assets will be invested in common stocks and securities convertible into common
stocks and at least 65% of the Portfolio's total assets will be invested in
common stocks that, at the time of investment, will be expected to pay regular
dividends. At least 65% of the Portfolio's total assets will be invested in
common stocks of companies with total market capitalization of $1.5 billion or
greater at the time of purchase. The Portfolio may also invest in other equity
securities including securities convertible into common stock and preferred
stock, corporate and other debt obligations and obligations issued or guaranteed
by the U.S. Government, its agencies and instrumentalities. When market or
economic conditions indicate, in the view of an Adviser, that a temporary
defensive investment strategy is appropriate, the Adviser may invest its portion
of the Portfolio without limit in obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, corporate and other debt
obligations and high quality money market instruments. See "Other Investments
and Policies."

SMALL CAPITALIZATION GROWTH PORTFOLIO

The Small Capitalization Growth Portfolio is advised by Nicholas-Applegate
Capital Management and Investment Advisers, Inc. The Portfolio's investment
objective is maximum capital appreciation. The Portfolio seeks to achieve its
investment objective by investing primarily in the common stock of "emerging
growth" companies with total market capitalization of less than $1.5 billion.
Under normal conditions, at least 65% of the Portfolio's total assets will be
invested in common stocks of issuers with total market capitalization of less
than $1.5 billion. Dividend income is not a consideration in the selection of
investments. In selecting investments for the Portfolio, the Advisers seek small
capitalization companies that they believe are undervalued in the marketplace,
or have earnings that may be expected to grow faster than the U.S. economy in
general. These companies typically possess a relatively high rate of return on
invested capital so that future growth can be financed from internal sources.
The Portfolio may also invest in companies that offer the possibility of
accelerating earnings growth because of management changes, new products or
structural changes in the economy. Companies in which the Portfolio is likely to
invest may have limited product lines, markets or financial resources and may
lack management depth. The securities of these companies may have limited
marketability and may be subject to more abrupt or erratic market movements than
securities of larger, more established companies or the market averages in
general. The Portfolio may also invest in preferred stock, obligations issued or
guaranteed by the U.S. Government, its agencies and instrumentalities and money
market instruments. When market or economic conditions indicate, in the view of
an Adviser, that a temporary defensive investment strategy is appropriate or
pending investment in portfolio securities, the Adviser may invest its portion
of the Portfolio without limit in money market instruments and

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obligations issued or guaranteed by the U.S. Government, its agencies and
instrumentalities. See "Other Investments and Policies."

SMALL CAPITALIZATION VALUE PORTFOLIO

The Small Capitalization Value Portfolio is advised by Lazard Asset
Management, a division of Lazard Freres & Co. LLC, and Wood, Struthers &
Winthrop Management Corp., a subsidiary of Donaldson, Lufkin & Jenrette
Securities Corporation. The Portfolio's investment objective is above average
capital appreciation. The Portfolio seeks to achieve its investment objective by
investing primarily in a diversified portfolio of common stocks of companies
with total market capitalization of less than $1.5 billion that, in an Adviser's
opinion, are undervalued or overlooked in the marketplace at the time of
purchase. In general, these securities are characterized as having below average
price to earnings ratios and a smaller number of shares outstanding relative to
the stock market in general and enjoy little industry analyst coverage. The
securities may also (i) be undervalued relative to their cash flow, and/or asset
values; (ii) have an attractive price/value relationship, i.e., have high
returns on equity and/or assets with correspondingly low price to book and/or
price to asset value as compared to the market generally or the companies'
industry groups in particular, with expectations that some catalyst will cause
the perception of value to change within two years; (iii) have experienced
significant relative underperformance and are out of favor due to a set of
circumstances which are unlikely to harm a company's franchise or earnings power
over the longer term; (iv) have low projected price to earnings or price to cash
flow multiples relative to their industry peer group and/or the market in
general; (v) have the prospect, or the industry in which the company operates
has the prospect, to allow it to become a larger factor in the business and
receive a higher valuation as such; (vi) have significant financial leverage but
have high levels of free cash flow used to reduce leverage and enhance
shareholder value; and (vii) have a relatively short corporate history with the
expectation that the business may grow to generate meaningful cash flow and
earnings over a reasonable investment horizon. Other factors, such as earnings
and dividend growth prospects as well as industry outlook and market share, also
are considered. Current dividend income is only an incidental consideration in
the selection of investments. Under normal conditions, at least 80% of the
Portfolio's total assets will be invested in common stocks, and at least 65% of
the Portfolio's total assets will be invested in common stocks of issuers with
total market capitalization of less than $1.5 billion. The Portfolio may also
invest in securities convertible into common stock, preferred stock, debt
obligations with capital appreciation potential and money market instruments.
When market or economic conditions indicate, in the view of an Adviser, that a
temporary defensive investment strategy is appropriate, the Adviser may invest
its portion of the Portfolio without limit in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities, corporate and other
debt obligations and high quality money market instruments. See "Other
Investments and Policies."

INTERNATIONAL EQUITY PORTFOLIO

The International Equity Portfolio is advised by Lazard Asset Management.
The Portfolio's investment objective is capital appreciation. The Portfolio
seeks to achieve its objective by investment in equity securities of companies
domiciled outside the U.S. Under normal market conditions, at least 65% of the
Portfolio's total assets will be invested in securities of issuers domiciled in
at least three foreign countries, not including the United States. Investments
may be made in companies in developed as well as developing countries. Investing
in the equity markets of

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developing countries involves exposure to economies that are generally less
diverse and mature, to political systems that can be expected to have less
stability than those of developed countries and to the risk of changes in
currency exchange rates. The Adviser attempts to limit exposure to investments
in developing countries where both liquidity and sovereign risks are high.
Although there is no established definition, a developing country is generally
considered to be a country that is in the initial stages of its
industrialization cycle with per capita gross national product of less than
$5,000. Experience indicates that the markets of developing countries have been
more volatile than the markets of developed countries, although securities
traded in the markets of developing countries may provide the opportunity for
higher rates of return to investors. For a discussion of the risks associated
with investing in foreign securities, see "Other Investments and Policies--Risk
Factors and Special Considerations of Investing in Foreign Securities."

The Portfolio intends to invest in non-U.S. companies whose securities are
traded on exchanges located in the countries in which the issuers are
principally based. The Portfolio may invest in securities of foreign issuers in
the form of American Depositary Receipts (ADRs) and American Depository Shares,
which are U.S. dollar-denominated receipts typically issued by domestic banks or
trust companies that represent the deposit with those entities of securities of
a foreign issuer. ADRs are publicly traded on exchanges or over-the-counter in
the United States. Global Depositary Receipts (GDRs) may also be purchased by
the Portfolios. GDRs are generally issued by foreign banks and evidence
ownership of either foreign or domestic securities. The Portfolio may also
invest in European Depository Receipts (EDRs), which are receipts issued in
Europe, typically by foreign banks and trust companies, that evidence ownership
of either foreign or domestic underlying securities. The ADRs, GDRs and EDRs in
which the Portfolio may invest may be sponsored or unsponsored. Unsponsored ADR,
GDR and EDR programs are organized independently and without the cooperation of
the issuer of the underlying securities. As a result, available information
concerning the issuer may not be as current as for sponsored ADRs, GDRs and
EDRs, and the prices of unsponsored ADRs, GDRs and EDRs may be more volatile
than if such instruments were sponsored by the issuer.

The Portfolio may invest in shares of closed-end investment companies
organized in the United States or outside the United States which are "country"
or "regional" funds. Investment in closed-end country or regional funds is
subject to limitations under the Investment Company Act and market availability
and may involve the payment of substantial premiums above the value of such
funds' portfolio securities. In addition, investment in shares of other
investment companies will result in the payment of duplicate management fees and
expenses.

The Portfolio may attempt to hedge against unfavorable changes in currency
exchange rates by engaging in forward currency transactions, purchasing and
writing put and call options on foreign currencies and trading currency futures
contracts and options thereon. When market or economic conditions indicate, in
the view of the Adviser, that a temporary defensive investment strategy is
appropriate or pending investment in portfolio securities, the Portfolio may
invest without limit in money market instruments and obligations issued or
guaranteed by the U.S. Government, its agencies and instrumentalities. See
"Other Investments and Policies." The Portfolio may, but is not required to,
employ any of the hedging techniques described above and there can be no
assurance that any techniques or strategy will be successful. The use of these
techniques and strategies entails certain risks. See "Other Investments and
Policies--Special Risks of Hedging and Return

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<PAGE> 17

Enhancement Strategies" and "Other Investments and Policies--Risk Factors and
Special Considerations of Investing in Foreign Securities."

INCOME PORTFOLIOS

INTERNATIONAL BOND PORTFOLIO

The International Bond Portfolio is advised by Delaware International
Advisers Ltd. The Portfolio's investment objective is high total return. The
Portfolio seeks to achieve its objective through investment in high quality debt
securities denominated primarily in foreign currencies. The Portfolio may invest
in debt obligations issued or guaranteed by foreign governments, their agencies
and instrumentalities, by supranational organizations and entities and by
foreign corporations or financial institutions. Under normal conditions, at
least 65% of the Portfolio's total assets will be invested in high quality debt
securities denominated in foreign currencies of issuers located in at least
three countries outside the United States. The Portfolio may also invest in debt
obligations issued or guaranteed by the United States Government and its
agencies and instrumentalities and in corporations and financial institutions
domiciled in the United States. The Portfolio may also invest in debt securities
denominated in the European Currency Unit (ECU), a multinational currency unit
which represents specified amounts of currencies of certain member states of the
European Economic Community.

The Portfolio is non-diversified. Investment in a non-diversified portfolio
involves greater risk than investment in a diversified portfolio because the
higher percentage of assets invested among fewer issuers may result in greater
fluctuations in the market value of the Portfolio and because any economic,
political or regulatory development affecting the value of the securities in the
Portfolio will have a greater impact on the total value of the Portfolio than
would be the case if the Portfolio were diversified among more issuers.

Under normal circumstances, the Portfolio will invest at least 75% of its
total assets in debt securities rated A or better by Standard & Poor's Ratings
Group (S&P) or Moody's Investors Service, Inc. (Moody's) or the equivalent by
another nationally recognized statistical ratings organization (NRSRO) or, if
unrated, in debt securities determined to be of comparable quality by the
Adviser. Under normal circumstances, up to 25% of the Portfolio's total assets
may be invested in debt securities rated below investment grade but rated at
least B by S&P or Moody's or the equivalent by another NRSRO or, if unrated,
determined by the Adviser to be of comparable quality. Percentage and quality
limitations applicable to the Portfolio's investments are generally measured at
the time a transaction is entered into. Any subsequent change in a rating
assigned by any rating service to a security or change in the percentage of
Portfolio assets invested in certain securities or other instruments resulting
from market fluctuations or other changes in the Portfolio's total assets will
not require the Portfolio to dispose of an investment unless the Adviser
determines that it is practicable to sell or close out the investment without
undue market or tax consequences to the Portfolio. If different ratings services
assign different ratings to the same security, the Adviser will determine which
rating it believes best reflects the security's quality and risk at that time,
which may be the higher of the several assigned ratings. Securities rated Baa or
lower by Moody's or BBB or lower by S&P have speculative characteristics and are
subject to greater risks, including the risk of default. See "Other Investments
and Policies--Medium and Lower-Rated Securities" below and Appendix
A--"Description of Security Ratings."

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<PAGE> 18

The Portfolio may invest in issuers in developed as well as developing
countries. Investing in the markets of developing countries involves exposure to
economies that are generally less diverse and mature, and to political systems
that can be expected to have less stability than those of developed countries.
The Adviser attempts to limit exposure to investments in developing countries
where both liquidity and sovereign risk are high. Historical experience
indicates that the markets of developing countries have been more volatile than
the markets of developed countries. For a discussion of the risks associated
with investing in foreign securities, see "Other Investments and Policies--Risk
Factors and Special Considerations of Investing in Foreign Securities."

The foreign government securities in which the Portfolio may invest
generally consist of debt obligations or mortgage-related securities supported
by the full faith and credit of national, state, or provincial governments or
other political subdivisions. The Portfolio may also invest in debt obligations
of supranational entities, including international organizations supported by
governmental entities to promote economic development, international banking
institutions and related governmental entities such as the International Bank
for Reconstruction and Development (World Bank), the Asian Development Bank and
the InterAmerican Development Bank among others. The Portfolio may also invest
in the debt obligations of national, state or "quasi-governmental agencies"
which are not supported by the full faith and credit or general taxing power of
such entities.

The Portfolio may also invest in cash deposits or certificates of deposit
issued by banks of high credit quality or in commercial paper rated at least
A1/P1 by S&P or Moody's or the equivalent by another NRSRO or in repurchase
agreements. The instruments may be denominated in either the U.S. dollar or in
foreign currencies. The Portfolio may also invest in both exchange-traded and
over-the-counter options.

The Portfolio will attempt to hedge against unfavorable changes in
currency, exchange and other rates by engaging in foreign currency exchange
contracts, purchasing and writing put and call options on foreign currencies and
trading currencies futures contracts and options thereon and in other hedging
techniques. The Portfolio may, but is not required to, employ any of the hedging
techniques described above and there can be no assurance that any technique or
strategy will be successful. The use of these techniques and strategies entails
certain risks. See "Other Investments and Policies--Special Risks of Hedging and
Return Enhancement Strategies" and "--Risk Factors and Special Considerations of
Investing in Foreign Securities."

TOTAL RETURN BOND PORTFOLIO

The Total Return Bond Portfolio is advised by Pacific Investment Management
Company. The Portfolio's investment objective is total return consisting of
current income and capital appreciation. The Portfolio seeks to achieve its
investment objective by investing primarily in a diversified portfolio of
fixed-income securities of varying maturities with a dollar-weighted average
portfolio maturity of more than four years but not more than fifteen years.
Under normal circumstances, the Portfolio will invest at least 65% of its total
assets in bonds.

The fixed income securities in which the Portfolio may invest include
obligations issued or guaranteed by the U.S. Government, its agencies and
instrumentalities, corporate and other debt

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obligations, convertible securities, mortgage-backed securities, asset backed
securities, inflation-indexed bonds of governments and corporations, obligations
of foreign governments or their subdivisions, agencies or instrumentalities,
obligations of supranational and quasi-governmental entities, commercial paper,
certificates of deposit, money market instruments, foreign currency
exchange-related securities and loan participations. The Portfolio may invest up
to 20% of its assets in foreign securities and up to 25% of its assets in
privately issued mortgage related securities. All of the securities in the
Portfolio will be investment grade (rated at least Baa by Moody's or BBB by S&P
or the equivalent by another NRSRO, or determined by the Adviser to be of
comparable quality), except that the Portfolio may invest up to 10% of its total
assets in securities rated below investment grade but rated at least B by
Moody's or S&P or the equivalent by another NRSRO, or determined by the Adviser
to be of comparable quality. Securities rated Baa or lower by Moody's or BBB or
lower by S&P or the equivalent by another NRSRO have speculative characteristics
and are subject to greater risks, including the risk of default. See "Other
Investments and Policies--Medium and Lower-Rated Securities" below and Appendix
A--"Description of Security Ratings."

The Portfolio may purchase and write (i.e., sell) put and call options on
debt securities, on U.S. Government securities, on aggregates of debt
securities, on financial indices and on foreign currencies that are traded on
national securities exchanges or in the over-the-counter market. The Portfolio
may also purchase and sell futures contracts on interest rates, on debt
securities, on financial indices, on U.S. Government securities, on Eurodollars,
on foreign currencies and on related options which are traded on a commodities
exchange or board of trade for certain bona fide hedging, return enhancement and
risk management purposes. In addition, the Portfolio may enter into repurchase
agreements and reverse repurchase agreements, lend its portfolio securities,
engage in interest rate swap transactions, purchase securities on a when-issued
or delayed-delivery basis and borrow money. See "Description of the
Portfolios--Other Investments and Policies."

When market or economic conditions indicate, in the view of the Adviser,
that a temporary defensive investment strategy is appropriate, the Portfolio may
invest without limit in obligations issued or guaranteed by the U.S. Government,
its agencies or instrumentalities and high quality money market instruments.

Percentage and quality limitations applicable to the Portfolio's
investments are generally measured at the time a transaction is entered into.
Any subsequent change in a rating assigned by any rating service to a security,
or change in the percentage of Portfolio assets invested in certain securities
or other instruments resulting from market fluctuations or other changes in the
Portfolio's total assets will not require the Portfolio to dispose of an
investment unless the Adviser determines that it is practicable to sell or close
out the investment without undue market or tax consequences to the Portfolio. If
different ratings services assign different ratings to the same security, the
Adviser will determine which rating it believes best reflects the security's
quality and risk at that time, which may be the higher of the several assigned
ratings.

INTERMEDIATE-TERM BOND PORTFOLIO

The Intermediate-Term Bond Portfolio is advised by Pacific Investment
Management Company. The Portfolio's investment objective is current income and
reasonable stability of principal. The Portfolio seeks to achieve its investment
objective by investing primarily in a diversified portfolio of high quality
fixed-income securities of varying maturities with a dollar-weighted average
portfolio

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<PAGE> 20

maturity of more than three years but not more than ten years. Under normal
circumstances, the Portfolio will invest at least 65% of its total assets in
bonds.

The fixed income securities in which the Portfolio may invest include
obligations issued or guaranteed by the U.S. Government, its agencies and
instrumentalities, corporate and other debt obligations, convertible securities,
mortgage-backed securities, asset backed securities, inflation indexed bonds of
governments and corporations, obligations of foreign governments or their
subdivisions, agencies or instrumentalities, obligations of supranational and
quasi-governmental entities, commercial paper, certificates of deposit, money
market instruments, foreign currency exchange-related securities and loan
participations. The Portfolio may invest up to 20% of its assets in foreign
securities and up to 25% of its assets in privately issued mortgage related
securities. All of the securities in the Portfolio will be investment grade
(rated at least Baa by Moody's or BBB by S&P or the equivalent by another NRSRO,
or determined by the Adviser to be of comparable quality) except that the
Portfolio may invest up to 10% of its assets in securities rated below
investment grade but rated at least B by Moody's or S&P or the equivalent by
another NRSRO, or determined by the Adviser to be of comparable quality.
Securities rated Baa or lower by Moody's or BBB or lower by S&P or the
equivalent by another NRSRO have speculative characteristics and are subject to
greater risks, including the risk of default. See "Other Investments and
Policies--Medium and Lower-Rated Securities" below and Appendix A--"Description
of Security Ratings."

Percentage and quality limitations applicable to the Portfolio's
investments are generally measured at the time a transaction is entered into.
Any subsequent change in a rating assigned by any rating service to a security,
or change in the percentage of Portfolio assets invested in certain securities
or other instruments resulting from market fluctuations or other changes in the
Portfolio's total assets will not require the Portfolio to dispose of an
investment unless the Adviser determines that it is practicable to sell or close
out the investment without undue market or tax consequences to the Portfolio. In
the event that ratings services assign different ratings to the same security,
the Adviser will determine which rating it believes best reflects the security's
quality and risk at that time, which may be the higher of the several assigned
ratings.

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MORTGAGE BACKED SECURITIES PORTFOLIO

The Mortgage Backed Securities Portfolio is advised by Wellington
Management Company, LLP. The Portfolio's primary investment objective is high
current income and its secondary investment objective is capital appreciation,
each to the extent consistent with the protection of capital. The Portfolio
seeks to achieve its investment objectives by investing in mortgage related
securities. Under normal conditions, at least 65% of the Portfolio's total
assets will be invested in mortgage related securities. The Portfolio may also
invest in non-mortgage related securities, including obligations issued or
guaranteed by the U.S. Government, its agencies and instrumentalities, corporate
and other debt obligations, asset backed securities, money market instruments,
repurchase agreements and reverse repurchase agreements.

The mortgage related securities in which the Portfolio invests represent
pools of mortgage loans assembled for sale to investors by various U.S.
Government agencies, such as the Government National Mortgage Association
(GNMA), and government related organizations, such as the Federal National
Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation
(FHLMC) as well as by private issuers, such as commercial banks, savings and
loan institutions, mortgage bankers and private mortgage insurance companies.
The Portfolio may also invest in stripped mortgage related securities issued and
guaranteed by GNMA, FNMA or FHLMC and collateralized mortgage obligations
(CMOs), which are obligations collateralized by mortgage loans or mortgage
pass-through certificates. Under current market conditions, the Portfolio's
holdings of mortgage related securities may be expected to consist primarily of
securities issued by GNMA, FNMA and FHLMC. However, the composition of the
Portfolio's assets will vary from time to time based upon a determination by the
Adviser of how best to achieve the Portfolio's investment objectives taking into
account such factors as the liquidity, yield and creditworthiness of various
mortgage related securities. Mortgage related securities held by the Portfolio
will generally be rated no lower than A by Moody's or S&P or the equivalent by
another NRSRO or, if unrated, will be of equivalent investment quality as
determined by the Adviser.

In order to enhance current income, the Portfolio may enter into forward
roll transactions with respect to mortgage related securities issued by GNMA,
FNMA and FHLMC. The Portfolio will not invest more than 25% of its total assets
in privately issued mortgage related securities. The Portfolio may purchase
securities on a when-issued or delayed delivery basis, engage in interest rate
swap transactions, make short sales of securities and lend its portfolio
securities. The Portfolio may purchase and write (i.e., sell) put and call
options on debt securities, on U.S. Government securities, on aggregates of debt
securities and on financial indices that are traded on national securities
exchanges or in the over-the-counter market. The Portfolio may also purchase and
sell futures contracts on interest rates, on debt securities, on financial
indices, on U.S. Government securities, on Eurodollars and on related options
which are traded on a commodities exchange or board of trade for certain bona
fide hedging, return enhancement and risk management purposes.

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U.S. GOVERNMENT MONEY MARKET PORTFOLIO

The U.S. Government Money Market Portfolio is advised by Wellington
Management Company, LLP. The Portfolio's investment objective is maximum current
income consistent with the maintenance of liquidity and the preservation of
capital. Under normal circumstances, the Portfolio seeks to achieve its
investment objective by investing exclusively in U.S. Government securities and
repurchase agreements with respect to those securities. See "Other Investments
and Policies--U.S. Government Securities." Under normal circumstances, the
Portfolio will invest only in securities that are purchased with and payable in
U.S. dollars and that have remaining maturities of 397 days or less at the time
of purchase. The Portfolio maintains a dollar-weighted average portfolio
maturity of 90 days or less. All securities purchased by the Portfolio,
including repurchase agreements, will present minimal credit risks in the
opinion of the Adviser acting under procedures approved by the Trustees. The
Portfolio follows these policies in order to attempt to maintain a constant net
asset value of $1.00 per share, although there can be no assurance it can do so
on a continuing basis. The yield and value of Portfolio shares and the yield and
value of portfolio securities are also not guaranteed or insured by the Federal
Government. The yield attained by the Portfolio usually will not be as high as
that of other funds that invest in lower-quality or longer-term securities. The
Portfolio may purchase securities on a when-issued or delayed-delivery basis.

OTHER INVESTMENTS AND POLICIES

MONEY MARKET INSTRUMENTS

Each Portfolio (other than the U.S. Government Money Market Portfolio) may
invest in high-quality money market instruments, including commercial paper of a
U.S. or non-U.S. company or foreign government securities, certificates of
deposit, bankers' acceptances and time deposits of domestic and foreign banks,
and obligations issued or guaranteed by the U.S. Government, its agencies and
instrumentalities. These obligations will be generally U.S. dollar denominated,
except with respect to the International Bond Portfolio, where these instruments
may also be denominated in foreign currencies. Commercial paper will be rated,
at the time of purchase, at least "A-2" by S&P or "Prime-2" by Moody's, or the
equivalent by another NRSRO or, if not rated, issued by an entity having an
outstanding unsecured debt issue rated at least "A" or "A-2" by S&P or "A" or
"Prime-2" by Moody's or the equivalent by another NRSRO. The International Bond
Portfolio will only invest in commercial paper rated at least A1/P1 by S&P or
Moody's or the equivalent by another NRSRO.

U.S. GOVERNMENT SECURITIES

Each Portfolio may invest in U.S. Government securities.

U.S. TREASURY SECURITIES. U.S. Treasury securities include bills, notes,
bonds and other debt securities issued by the U.S. Treasury. These instruments
are direct obligations of the U.S. Government and, as such, are backed by the
"full faith and credit" of the United States. They differ primarily in their
interest rates, the lengths of their maturities and the dates of their
issuances.

SECURITIES ISSUED OR GUARANTEED BY U.S. GOVERNMENT AGENCIES AND
INSTRUMENTALITIES. Securities issued or guaranteed by agencies or
instrumentalities of the U.S. Government include, but are not limited to, GNMA,
FNMA and FHLMC securities. Obligations of GNMA, the

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Federal Housing Administration, Farmers Home Administration and the
Export-Import Bank are backed by the full faith and credit of the United States.
In the case of securities not backed by the full faith and credit of the United
States, the Trust must look principally to the agency issuing or guaranteeing
the obligation for ultimate repayment and may not be able to assert a claim
against the United States itself in the event the agency or instrumentality does
not meet its commitments. Such securities include obligations issued by the
Student Loan Marketing Association (SLMA), FNMA and FHLMC, each of which may
borrow from the U.S. Treasury to meet its obligations, although the U.S.
Treasury is under no obligation to lend to such entities. GNMA, FNMA and FHLMC
may also issue collateralized mortgage obligations. See "Mortgage Backed
Securities--Collateralized Mortgage Obligations and Multiclass Pass-Through
Securities" below.

STRIPPED U.S. GOVERNMENT SECURITIES. A Portfolio may invest in component
parts of U.S. Government securities, namely either the corpus (principal) of
such obligations or one of the interest payments scheduled to be paid on such
obligations. These obligations may take the form of (i) obligations from which
the interest coupons have been stripped; (ii) the interest coupons that are
stripped; and (iii) book-entries at a Federal Reserve member bank representing
ownership of obligation components.

MORTGAGE RELATED SECURITIES ISSUED OR GUARANTEED BY U.S. GOVERNMENT
AGENCIES AND INSTRUMENTALITIES. A Portfolio may invest in mortgage backed
securities and other derivative mortgage products, including those representing
an undivided ownership interest in a pool of mortgages, e.g., GNMA, FNMA and
FHLMC certificates where the U.S. Government or its agencies or
instrumentalities guarantees the payment of interest and principal of these
securities. See "Mortgage Backed Securities" below. However, these guarantees do
not extend to the securities' yield or value, which are likely to vary inversely
with fluctuations in interest rates, nor do these guarantees extend to the yield
or value of a Portfolio's shares. See "Additional Investment Information--U.S.
Government Securities" in the Statement of Additional Information. These
certificates are in most cases "pass-through" instruments, through which the
holder receives a share of all interest and principal payments from the
mortgages underlying the certificate, net of certain fees. See "Mortgage Backed
Securities" below.

In addition to GNMA, FNMA or FHLMC certificates through which the holder
receives a share of all interest and principal payments from the mortgages
underlying the certificate, a Portfolio may also invest in mortgage pass-through
securities issued by the U.S. Government or its agencies and instrumentalities,
commonly referred to as mortgage-backed security strips or MBS strips. MBS
strips are usually structured with two classes that receive different
proportions of the interest and principal distributions on a pool of mortgage
assets. A common type of stripped mortgage security will have one class
receiving some of the interest and most of the principal from the mortgage
assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the interest-only or "IO" class), while the other class will
receive all of the principal (the principal-only or "PO" class). The yields to
maturity on IOs and POs are sensitive to the rate of principal payments
(including prepayments) on the related underlying mortgage assets, and principal
payments may have a material effect on yield to maturity. If the underlying
mortgage assets experience greater than anticipated prepayments of principal,
the Portfolio may not fully recoup its initial investment in IOs. Conversely, if
the underlying mortgage assets experience less than anticipated prepayments of
principal, the yield on POs could be materially adversely affected.

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<PAGE> 24

ZERO COUPON SECURITIES. Zero coupon U.S. Government securities are debt
obligations that are issued or purchased at a significant discount from face
value. The discount approximates the total amount of interest the security will
accrue and compound over the period until maturity or the particular interest
payment date at a rate of interest reflecting the market rate of the security at
the time of issuance. Zero coupon U.S. Government securities do not require the
periodic payment of interest. These investments benefit the issuer by mitigating
its need for cash to meet debt service, but also require a higher rate of return
to attract investors who are willing to defer receipt of cash. These investments
may experience greater volatility in market value than U.S. Government
securities that make regular payments of interest. A Portfolio accrues income on
these investments for tax and accounting purposes, which is distributable to
shareholders and which, because no cash is received at the time of accrual, may
require the liquidation of other portfolio securities to satisfy the Portfolio's
distribution obligations, in which case the Portfolio will forego the purchase
of additional income producing assets with these funds. Zero coupon U.S.
Government securities include STRIPS and CUBES, which are issued by the U.S.
Treasury as component parts of U.S. Treasury bonds and represent scheduled
interest and principal payments on the bonds.

CORPORATE AND OTHER DEBT OBLIGATIONS

The Large Capitalization Value Portfolio, Small Capitalization Value
Portfolio, International Equity Portfolio, Mortgage Backed Securities Portfolio,
Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and International
Bond Portfolio may each invest in corporate and other debt obligations. Except
where otherwise indicated, each Portfolio will invest in securities rated A or
better or determined by the Adviser to be of comparable quality. These debt
securities may have adjustable or fixed rates of interest and in certain
instances may be secured by assets of the issuer. Adjustable rate corporate debt
securities may have features similar to those of adjustable rate mortgage backed
securities, but corporate debt securities, unlike mortgage backed securities,
are not subject to prepayment risk other than through contractual call
provisions which generally impose a penalty for prepayment. Fixed-rate debt
securities may also be subject to call provisions.

The market value of fixed-income obligations of the Portfolios will be
affected by general changes in interest rates, which will result in increases or
decreases in the value of the obligations held by the Portfolios. The market
value of the obligations held by a Portfolio can be expected to vary inversely
with changes in prevailing interest rates. Investors also should recognize that,
in periods of declining interest rates, a Portfolio's yield will tend to be
somewhat higher than prevailing market rates and, in periods of rising interest
rates, a Portfolio's yield will tend to be somewhat lower. Also, when interest
rates are falling, the inflow of net new money to a Portfolio from the
continuous sale of its shares will tend to be invested in instruments producing
lower yields than the balance of its portfolio, thereby reducing the Portfolio's
current yield. In periods of rising interest rates, the opposite can be expected
to occur. In addition, securities in which a Portfolio may invest may not yield
as high a level of current income as might be achieved by investing in
securities with less liquidity, less creditworthiness or longer maturities.

Ratings made available by S&P, Moody's and other NRSRO's are relative and
subjective and are not absolute standards of quality. Although these ratings are
initial criteria for selection of portfolio investments, each Adviser will also
make its own evaluation of these securities on behalf of the Portfolio. Among
the factors that will be considered are the long-term ability of the issuers to
pay principal and interest and general economic trends.

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<PAGE> 25

MEDIUM AND LOWER-RATED SECURITIES. The Intermediate-Term Bond Portfolio,
Total Return Bond Portfolio and International Bond Portfolio may each invest in
medium (i.e., rated Baa by Moody's or BBB by S&P or the equivalent by another
NRSRO) and lower-rated securities (i.e., rated lower than Baa by Moody's or
lower than BBB by S&P or the equivalent by another NRSRO). However, no Portfolio
will purchase a security rated lower than B by Moody's or S&P or the equivalent
by another NRSRO. Securities rated Baa by Moody's or BBB by S&P or the
equivalent by another NRSRO, although considered investment grade, possess
speculative characteristics, including the risk of default, and changes in
economic or other conditions are more likely to impair the ability of issuers of
these securities to make interest and principal payments than is the case with
respect to issuers of higher-grade bonds.

Generally, medium or lower-rated securities and unrated securities of
comparable quality, sometimes referred to as "junk bonds" (i.e., securities
rated lower than Baa by Moody's or BBB by S&P or the equivalent by another
NRSRO), offer a higher current yield than is offered by higher-rated securities,
but also (i) will likely have some quality and protective characteristics that,
in the judgment of the rating organizations, are outweighed by large
uncertainties or major risk exposures to adverse conditions and (ii) are
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. The market
values of certain of these securities also tend to be more sensitive to
individual corporate developments and changes in economic conditions than
higher-quality bonds. In addition, medium and lower-rated securities and
comparable unrated securities generally present a higher degree of credit risk.
The risk of loss due to default by these issuers is significantly greater
because medium and lower-rated securities and unrated securities of comparable
quality generally are unsecured and frequently are subordinated to the prior
payment of senior indebtedness. The Advisers, under the supervision of the
Manager and the Trustees, in evaluating the creditworthiness of an issue whether
rated or unrated, take various factors into consideration, which may include, as
applicable, the issuer's financial resources, its sensitivity to economic
conditions and trends, the operating history of and the community support for
the facility financed by the issue, the ability of the issuer's management and
regulatory matters.

In addition, the market value of securities in lower-rated categories is
more volatile than that of higher-quality securities, and the markets in which
medium and lower-rated or unrated securities are traded are more limited than
those in which higher-rated securities are traded. The existence of limited
markets may make it more difficult for each Portfolio to obtain accurate market
quotations for purposes of valuing its portfolio and calculating its net asset
value. Moreover, the lack of a liquid trading market may restrict the
availability of securities for a Portfolio to purchase and may also have the
effect of limiting the ability of a Portfolio to sell securities at their fair
value either to meet redemption requests or to respond to changes in the economy
or the financial markets.

Lower-rated debt obligations also present risks based on payment
expectations. If an issuer calls the obligation for redemption, a Portfolio may
have to replace the security with a lower-yielding security, resulting in a
decreased return for investors. Also, as the principal value of bonds moves
inversely with movements in interest rates, in the event of rising interest
rates the value of the securities held by a Portfolio may decline
proportionately more than a portfolio consisting of higher-rated securities. If
a Portfolio experiences unexpected net redemptions, it may be forced to sell its
higher-rated bonds, resulting in a decline in the overall credit quality of the
securities held by the Portfolio and increasing the exposure of the Portfolio to
the risks of lower-rated securities.

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<PAGE> 26

Investments in zero coupon bonds may be more speculative and subject to greater
fluctuations in value due to changes in interest rates than bonds that pay
interest currently.

Subsequent to its purchase by a Portfolio, an issue of securities may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Portfolio. Neither event will require sale of these securities by the
Portfolio, but the Adviser will consider this event in its determination of
whether the Portfolio should continue to hold the securities.

During the fiscal year ended December 31, 1997, the monthly dollar-weighted
average ratings of the debt obligations held by the International Bond
Portfolio, the Total Return Bond Portfolio and the Intermediate-Term Bond
Portfolio, expressed as a percentage of each Portfolio's total investments, were
as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL
RATINGS INVESTMENTS
- ------- ---------------------------------------------------------
INTERNATIONAL TOTAL RETURN INTERMEDIATE-TERM
BOND PORTFOLIO BOND PORTFOLIO BOND PORTFOLIO
-------------- -------------- -----------------
<S> <C> <C> <C>
AAA/Aaa 37.1% 78.2% 72.0%
AA/Aa 62.9% 0.3% 3.8%
A/A -- 1.8% 2.5%
BBB/Baa -- 14.7% 16.4%
BB/Ba -- 5.0% 5.3%
B/B -- -- --
CCC/Caa -- -- --
CC/Ca -- -- --
C/C -- -- --
Unrated -- -- --
</TABLE>

NON-PUBLICLY TRADED SECURITIES. The International Equity Portfolio,
Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and International
Bond Portfolio may each invest in non-publicly traded securities, which may be
less liquid than publicly traded securities. Although these securities may be
resold in privately negotiated transactions, the prices realized from these
sales could be less than those originally paid by the Portfolios. In addition,
companies whose securities are not publicly traded are not subject to the
disclosure and other investor protection requirements that may be applicable if
their securities were publicly traded.

MORTGAGE BACKED SECURITIES

The Mortgage Backed Securities Portfolio, Intermediate-Term Bond Portfolio,
Total Return Bond Portfolio and International Bond Portfolio may each invest in
mortgage backed securities. Mortgage backed securities are securities that
directly or indirectly represent a participation in, or are secured by and
payable from, mortgage loans secured by real property. There are currently three
basic types of mortgage backed securities: (i) those issued or guaranteed by the
U.S. Government or one of its agencies or instrumentalities, such as GNMA, FNMA
and FHLMC, described under "U.S. Government Securities" above; (ii) those issued
by private issuers that represent an interest in or are collateralized by
mortgage backed securities issued or guaranteed by the U.S. Government or one of
its agencies or instrumentalities; and (iii) those issued by private issuers
that represent an interest in or are collateralized by whole mortgage loans or
mortgage backed securities without a government guarantee but usually having
some form of private credit enhancement. In addition, the International Bond
Portfolio may invest in mortgage related securities

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<PAGE> 27

issued or guaranteed by foreign, national, state or provincial governmental
instrumentalities, including quasi-governmental agencies.

ADJUSTABLE RATE MORTGAGE SECURITIES. Adjustable rate mortgage securities
(ARMs) are pass-through mortgage securities collateralized by mortgages with
adjustable rather than fixed rates. ARMs eligible for inclusion in a mortgage
pool generally provide for a fixed initial mortgage interest rate for either the
first three, six, twelve, thirteen, thirty-six or sixty scheduled monthly
payments. Thereafter, the interest rates are subject to periodic adjustment
based on changes to a designated benchmark index.

ARMs contain maximum and minimum rates beyond which the mortgage interest
rate may not vary over the lifetime of the security. In addition, certain ARMs
provide for limitations on the maximum amount by which the mortgage interest
rate may adjust for any single adjustment period. Alternatively, certain ARMs
contain limitations on changes in the required monthly payment. In the event
that a monthly payment is not sufficient to pay the interest accruing on an ARM,
any such excess interest is added to the principal balance of the mortgage loan,
which is repaid through future monthly payments. If the monthly payment for such
an instrument exceeds the sum of the interest accrued at the applicable mortgage
interest rate and the principal payment required at such point to amortize the
outstanding principal balance over the remaining term of the loan, the excess is
utilized to reduce the then outstanding principal balance of the ARM.

PRIVATE MORTGAGE PASS-THROUGH SECURITIES. Private mortgage pass-through
securities are structured similarly to GNMA, FNMA and FHLMC mortgage
pass-through securities and are issued by originators of and investors in
mortgage loans, including depository institutions, mortgage banks, investment
banks and special purpose subsidiaries of the foregoing. These securities
usually are backed by a pool of conventional fixed-rate or adjustable rate
mortgage loans. Since private mortgage pass-through securities typically are not
guaranteed by an entity having the credit status of GNMA, FNMA and FHLMC, such
securities generally are structured with one or more types of credit
enhancement. Types of credit enhancements are described under "Types of Credit
Enhancement" below.

COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTICLASS PASS-THROUGH
SECURITIES. CMOs are debt obligations collateralized by mortgage loans or
mortgage pass-through securities. Typically, CMOs are collateralized by GNMA,
FNMA or FHLMC Certificates, but also may be collateralized by whole loans or
private mortgage pass-through securities (such collateral collectively
hereinafter referred to as "Mortgage Assets"). Multiclass pass-through
securities are equity interests in a trust composed of Mortgage Assets. Payments
of principal and interest on the Mortgage Assets, and any reinvestment income
thereon, provide the funds to pay debt service on the CMOs or make scheduled
distributions on the multiclass pass-through securities. CMOs may be issued by
agencies or instrumentalities of the U.S. Government, or by private originators
of, or investors in, mortgage loans, including depository institutions, mortgage
banks, investment banks and special purpose subsidiaries of the foregoing. The
issuer of a series of CMOs may elect to be treated as a Real Estate Mortgage
Investment Conduit (REMIC). All future references to CMOs include REMICs.

In a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMOs, often referred to as a "tranche," is issued at a specific
fixed or floating coupon rate and has a stated maturity or final distribution
date. Principal prepayments on the Mortgage Assets may cause the CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates.

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<PAGE> 28

Interest is paid or accrues on all classes of CMOs on a monthly, quarterly or
semi-annual basis. The principal of and interest on the Mortgage Assets may be
allocated among the several classes of a CMO series in a number of different
ways. Generally, the purpose of the allocation of the cash flow of a CMO to the
various classes is to obtain a more predictable cash flow to the individual
tranches than exists with the underlying collateral of the CMO. As a general
rule, the more predictable the cash flow on a CMO tranche, the lower the
anticipated yield will be on that tranche at the time of issuance relative to
prevailing market yields on mortgage-backed securities.

A Portfolio also may invest in, among other things, parallel pay CMOs and
Planned Amortization Class CMOs (PAC Bonds). Parallel pay CMOs are structured to
provide payments of principal on each payment date to more than one class. These
simultaneous payments are taken into account in calculating the stated maturity
date or final distribution date of each class, which, as with other CMO
structures, must be retired by its stated maturity date or final distribution
date but may be retired earlier. PAC Bonds generally require payments of a
specified amount of principal on each payment date. PAC Bonds always are
parallel pay CMOs with the required principal payment on such securities having
the highest priority after interest has been paid to all classes.

In reliance on rules and interpretations of the Commission, a Portfolio's
investments in certain qualifying CMOs and REMICs are not subject to the
Investment Company Act's limitation on acquiring interests in other investment
companies. See "Additional Investment Information--Mortgage Backed
Securities--Collateralized Mortgage Obligations" in the Statement of Additional
Information.

STRIPPED MORTGAGE BACKED SECURITIES. Stripped mortgage backed securities or
MBS strips are derivative multiclass mortgage securities. In addition to MBS
strips issued by agencies or instrumentalities of the U.S. Government, a
Portfolio may purchase MBS strips issued by private originators of, or investors
in, mortgage loans, including depository institutions, mortgage banks,
investment banks and special purpose subsidiaries of the foregoing. See "U.S.
Government Securities--Mortgage Related Securities Issued or Guaranteed by U.S.
Government Agencies and Instrumentalities" above.

ASSET-BACKED SECURITIES

The Large Capitalization Value Portfolio, Small Capitalization Value
Portfolio, Mortgage Backed Securities Portfolio, Intermediate-Term Bond
Portfolio, Total Return Bond Portfolio and International Bond Portfolio may each
invest in asset-backed securities. Through the use of trusts and special purpose
corporations, various types of assets, primarily automobile and credit card
receivables and home equity loans, have been securitized in pass-through
structures similar to the mortgage pass-through structures or in a pay-through
structure similar to the CMO structure. A Portfolio may invest in these and
other types of asset-backed securities that may be developed in the future.
Asset-backed securities present certain risks that are not presented by mortgage
backed securities. Primarily, these securities do not have the benefit of a
security interest in the related collateral. Credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, some of which may reduce the ability
to obtain full payment. In the case of automobile receivables, the security
interests in the underlying automobiles are often not transferred when the pool
is created, with the resulting possibility that the

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collateral could be resold. In general, these types of loans are of shorter
average life than mortgage loans and are less likely to have substantial
prepayments.

TYPES OF CREDIT ENHANCEMENT

Mortgage backed securities and asset-backed securities are often backed by
a pool of assets representing the obligations of a number of different parties.
To lessen the effect of failures by obligors on underlying assets to make
payments, those securities may contain elements of credit support which fall
into two categories: (i) liquidity protection and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to seek to ensure that the receipt of
payments on the underlying pool occurs in a timely fashion. Protection against
losses resulting from default seeks to ensure ultimate payment of the
obligations on at least a portion of the assets in the pool. This protection may
be provided through guarantees, insurance policies or letters of credit obtained
by the issuer or sponsor from third parties, through various means of
structuring the transaction or through a combination of such approaches. The
degree of credit support provided for each issue is generally based on
historical information respecting the level of credit risk associated with the
underlying assets. Delinquencies or losses in excess of those anticipated could
adversely affect the return on an investment in a security. A Portfolio will not
pay any additional fees for credit support, although the existence of credit
support may increase the price of a security.

RISK FACTORS RELATING TO INVESTING IN MORTGAGE BACKED AND ASSET-BACKED
SECURITIES

The yield characteristics of mortgage backed and asset-backed securities
differ from traditional debt securities. Among the major differences are that
interest and principal payments are made more frequently, usually monthly, and
that principal may be prepaid at any time because the underlying mortgage loans
or other assets generally may be prepaid at any time. As a result, if a
Portfolio purchases such a security at a premium, a prepayment rate that is
faster than expected will reduce yield to maturity, while a prepayment rate that
is slower than expected will have the opposite effect of increasing yield to
maturity. Alternatively, if a Portfolio purchases these securities at a
discount, faster than expected prepayments will increase, while slower than
expected prepayments will reduce, yield to maturity. Moreover, slower than
expected prepayments may effectively change a security which was considered
short- or intermediate-term at the time of purchase into a long-term security.
Long-term securities generally lead to increased volatility of net asset value
because they tend to fluctuate more widely in response to changes in interest
rates than short- or intermediate-term securities. A Portfolio may invest a
portion of its assets in derivative mortgage backed securities such as MBS
Strips which are highly sensitive to changes in prepayment and interest rates.
Each Adviser will seek to manage these risks (and potential benefits) by
diversifying its investments in such securities and, in certain circumstances,
through hedging techniques.

In addition, mortgage backed securities which are secured by manufactured
(mobile) homes and multi-family residential properties, such as GNMA and FNMA
certificates, are subject to a higher risk of default than are other types of
mortgage backed securities. See "Additional Investment Information" in the
Statement of Additional Information. See "Asset-Backed Securities."

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<PAGE> 30

Although the extent of prepayments on a pool of mortgage loans depends on
various economic and other factors, as a general rule prepayments on fixed-rate
mortgage loans will increase during a period of falling interest rates and
decrease during a period of rising interest rates. Accordingly, amounts
available for reinvestment by a Portfolio are likely to be greater during a
period of declining interest rates and, as a result, likely to be reinvested at
lower interest rates than during a period of rising interest rates. Asset-backed
securities, although less likely to experience the same prepayment rates as
mortgage-backed securities, may respond to certain of the same factors
influencing prepayments, while at other times different factors will
predominate. Mortgage backed securities and asset-backed securities may decrease
in value as a result of increases in interest rates and may benefit less than
other fixed-income securities from declining interest rates because of the risk
of prepayment. During periods of rising interest rates, the rate of prepayment
of mortgages underlying mortgage-backed securities can be expected to decline,
extending the projected average maturity of the mortgage-backed securities. This
maturity extension risk may effectively change a security which was considered
short- or intermediate-term at the time of purchase into a long-term security.
Long-term securities generally fluctuate more widely in response to changes in
interest rates than short- or intermediate-term securities.

ADJUSTABLE RATE SECURITIES

The Large Capitalization Value Portfolio, Mortgage Backed Securities
Portfolio, Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and
International Bond Portfolio may each invest in adjustable rate securities.
Adjustable rate securities are debt securities having interest rates which are
adjusted or reset at periodic intervals ranging from one month to three years.
The interest rate of an adjustable rate security typically responds to changes
in general market levels of interest. The interest paid on any particular
adjustable rate security is a function of the index upon which the interest rate
of that security is based.

The adjustable rate feature of the securities in which a Portfolio may
invest will tend to reduce sharp changes in a Portfolio's net asset value in
response to normal interest rate fluctuations. As the coupon rates of a
Portfolio's adjustable rate securities are reset periodically, yields of these
portfolio securities will reflect changes in market rates and should cause the
net asset value of a Portfolio's shares to fluctuate less dramatically than that
of a fund invested in long-term fixed-rate securities. However, while the
adjustable rate feature of such securities will tend to limit sharp swings in a
Portfolio's net asset value in response to movements in general market interest
rates, it is anticipated that during periods of fluctuations in interest rates,
the net asset value of a Portfolio will fluctuate.

INFLATION-INDEXED BONDS

The Total Return Bond and Intermediate-Term Bond Portfolios may invest in
inflation-indexed bonds issued by governmental entities and corporations.
Inflation-indexed bonds are fixed income securities whose principal value is
periodically adjusted according to the rate of inflation. Such bonds generally
are issued at an interest rate lower than typical bonds, but are expected to
retain their principal value over time. The interest rate on these bonds is
fixed at issuance, but over the life of the bond this interest may be paid on an
increasing principal value, which has been adjusted for inflation.

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<PAGE> 31

Any increase in the principal amount of an inflation-indexed bond will be
considered taxable ordinary income, even though investors do not receive their
principal until maturity.

CUSTODIAL RECEIPTS

Each Portfolio may invest in receipts evidencing the component parts
(corpus or coupons) of U.S. Government obligations that have not actually been
stripped. Such receipts evidence ownership of component parts of U.S. Government
obligations (corpus or coupons) purchased by a third party (typically an
investment banking firm) and held on behalf of the third party in physical or
book entry form by a major commercial bank or trust company pursuant to a
custody agreement with the third party. Custodial receipts held by a third party
are not issued or guaranteed by the United States Government and are not
considered U.S. Government securities. Each Portfolio other than the U.S.
Government Money Market Portfolio may also invest in such custodial receipts.
See "Additional Investment Information--Other Investments" in the Statement of
Additional Information.

CONVERTIBLE SECURITIES

Each Portfolio, other than the U.S. Government Money Market Portfolio, may
invest in convertible securities. A convertible security is typically a bond,
debenture, corporate note, preferred stock or other similar security which may
be converted at a stated price within a specified period of time into a
specified number of shares of common stock or other equity securities of the
same or a different issuer. Convertible securities are generally senior to
common stocks in a corporation's capital structure, but are usually subordinated
to similar nonconvertible securities. While providing a fixed income stream
(generally higher in yield than the income derivable from a common stock but
lower than that afforded by a similar nonconvertible security), a convertible
security also affords an investor the opportunity, through its conversion
feature, to participate in the capital appreciation attendant upon a market
price advance in the convertible security's underlying common stock. Convertible
securities also include preferred stocks, which technically are equity
securities.

In general, the market value of a convertible security is at least the
higher of its "investment value" (i.e., its value as a fixed-income security) or
its "conversion value" (i.e., its value upon conversion into its underlying
common stock). As a fixed-income security, a convertible security tends to
increase in market value when interest rates decline and tends to decrease in
value when interest rates rise. However, the price of a convertible security is
also influenced by the market value of the security's underlying common stock.
The price of a convertible security tends to increase as the market value of the
underlying common stock rises, whereas it tends to decrease as the market value
of the underlying stock declines. While no securities investment is without some
risk, investments in convertible securities generally entail less risk than
investments in the common stock of the same issuer.

HEDGING AND RETURN ENHANCEMENT STRATEGIES

The International Equity Portfolio, Mortgage Backed Securities Portfolio,
Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and International
Bond Portfolio may each engage in various portfolio strategies, including using
derivatives, to reduce certain risks of its investments and to attempt to
enhance return. A Portfolio, and thus its investors, may lose money through any

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unsuccessful use of these strategies. These strategies include the use of
forward exchange contracts, options, futures contracts and options thereon. The
Portfolio's ability to use these strategies may be limited by market conditions,
regulatory limits and tax considerations and there can be no assurance that any
of these strategies will succeed. See "Additional Investment Information" and
"Taxes, Dividends and Distributions" in the Statement of Additional Information.
New financial products and risk management techniques continue to be developed
and each Portfolio may use these new investments and techniques to the extent
consistent with its investment objectives and policies.

OPTIONS TRANSACTIONS. A Portfolio may purchase and write (i.e., sell) put
and call options on securities and financial indices that are traded on national
securities exchanges or in the over-the-counter market (OTC) to attempt to
enhance return or to hedge its portfolio. These options will be on debt
securities, aggregates of debt securities, financial indices (e.g., S&P 500) and
U.S. Government securities. The International Bond Portfolio and International
Equity Portfolio may also purchase and write put and call options on foreign
currencies and foreign currency futures. A Portfolio may write covered put and
call options to attempt to generate additional income through the receipt of
premiums, purchase put options in an effort to protect the value of a security
that it owns against a decline in market value and purchase call options in an
effort to protect against an increase in price of securities or currencies it
intends to purchase. A Portfolio may also purchase put and call options to
offset previously written put and call options of the same series. See
"Additional Investment Information--Options on Securities" in the Statement of
Additional Information.

A call option gives the purchaser, in exchange for a premium paid, the
right for a specified period of time to purchase the securities or currency
subject to the option at a specified price (the exercise price or strike price).
The writer of a call option, in return for the premium, has the obligation, upon
exercise of the option, to deliver, depending upon the terms of the option
contract, the underlying securities or a specified amount of cash to the
purchaser upon receipt of the exercise price. When a Portfolio writes a call
option, the Portfolio gives up the potential for gain on the underlying
securities or currency in excess of the exercise price of the option during the
period that the option is open. There is no limitation on the amount of call
options a Portfolio may write.

A put option gives the purchaser, in return for a premium, the right, for a
specified period of time, to sell the securities or currency subject to the
option to the writer of the put at the specified exercise price. The writer of
the put option, in return for the premium, has the obligation, upon exercise of
the option, to acquire the securities or currency underlying the option at the
exercise price. The Portfolio might, therefore, be obligated to purchase the
underlying securities for more than their current market price.

A Portfolio will write only "covered" options. A written option is covered
if, so long as the Portfolio is obligated under the option, it (i) owns an
offsetting position in the underlying security or currency or (ii) segregates
cash or other liquid assets, in an amount equal to or greater than its
obligation under the option. Under the first circumstance, the Portfolio's
losses are limited because it owns the underlying security; under the second
circumstance, in the case of a written call option, the Portfolio's losses are
potentially unlimited. See "Additional Investment Information" in the Statement
of Additional Information. A Portfolio may only write covered put options to the
extent that cover for such options does not exceed 25% of the Portfolio's net
assets. A Portfolio will not

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purchase an option if, as a result of such purchase, more than 20% of its total
assets would be invested in premiums for options and options on futures.

OVER-THE-COUNTER OPTIONS. A Portfolio may also purchase and write (i.e.,
sell) put and call options on equity and debt securities and on stock indexes in
the over-the-counter market (OTC options). Unlike exchange-traded options, OTC
options are contracts between the Portfolio and its counterparty without the
interposition of any clearing organization. Thus, the value of an OTC option is
particularly dependent on the financial viability of the OTC counterparty. The
Portfolio's ability to purchase and write OTC options may be limited by market
conditions, regulatory limits and tax considerations. There are certain risks
associated with investments in OTC options. See "Additional Investment
Information--Additional Risks--Options Transactions and Related Risks" in the
Statement of Additional Information.

FOREIGN CURRENCY EXCHANGE CONTRACTS. The International Equity Portfolio,
Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and International
Bond Portfolio may each enter into foreign currency exchange contracts to
protect the value of its portfolio against future changes in the level of
currency exchange rates. A Portfolio may enter into such contracts on a spot,
i.e., cash, basis at the rate then prevailing in the currency exchange market or
on a forward basis, by entering into a forward contract to purchase or sell
currency. A forward contract on foreign currency is an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
agreed upon by the parties from the date of the contract at a price set on the
date of the contract.

A Portfolio's dealings in forward contracts will be limited to hedging
involving either specific transactions or portfolio positions. Transaction
hedging is the purchase or sale of a forward contract with respect to specific
receivables or payables of the Portfolio generally arising in connection with
the purchase or sale of its portfolio securities and accruals of interest or
dividends receivable and Portfolio expenses. Position hedging is (1) the sale of
a foreign currency with respect to portfolio security positions denominated or
quoted in that currency or in a currency bearing a substantial correlation to
the value of that currency (cross-currency hedge) or (2) the purchase of a
foreign currency when the Adviser believes that the U.S. dollar may decline
against that foreign currency. Although there are no limits on the number of
forward contracts which a Portfolio may enter into, a Portfolio may not position
hedge with respect to a particular currency for an amount greater than the
aggregate market value (determined at the time of making any purchase or sale of
foreign currency) of the securities being hedged. The Adviser may use foreign
currency hedging techniques, including cross-currency hedges, to attempt to
protect against declines in the U.S. dollar value of income available for
distribution to shareholders and declines in the net asset value of a
Portfolio's shares resulting from adverse changes in currency exchange rates.
For example, the return available from securities denominated in a particular
foreign currency would diminish in the event the value of the U.S. dollar
increased against such currency. Such a decline could be partially or completely
offset by an increase in value of a position hedge involving a forward exchange
contract to (A) sell the currency in which the position being hedged is
denominated, or a currency bearing a substantial correlation to the value of
such currency, or (B) purchase either the U.S. dollar or a foreign currency
expected to perform better than the currency being sold. Position hedges may,
therefore, provide protection of net asset value in the event of a general rise
in the U.S. dollar against foreign currencies. However, a cross-currency hedge
cannot protect against ex-

33
<PAGE> 34

change rates risks perfectly, and if the Adviser is incorrect in its judgment of
future exchange rate relationships, the Portfolio could be in a less
advantageous position than if such a hedge had not been established.

INDEXED COMMERCIAL PAPER. The International Equity Portfolio,
Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and International
Bond Portfolio may each invest in commercial paper which is indexed to certain
specific foreign currency exchange rates. The terms of such commercial paper
provide that its principal amount is adjusted upwards or downwards (but not
below zero) at maturity to reflect changes in the exchange rate between two
currencies while the obligation is outstanding. A Portfolio will purchase such
commercial paper with the currency in which it is denominated and, at maturity,
will receive interest and principal payments thereon in that currency, but the
amount of principal payable by the issuer at maturity will change in proportion
to the change (if any) in the exchange rate between the two specified currencies
between the date the instrument is issued and the date the instrument matures.
With respect to its investments in this type of commercial paper, a Portfolio
will segregate cash or other liquid assets having a value at least equal to the
aggregate principal amount of outstanding commercial paper of this type. While
such commercial paper entails the risk of loss of principal, the potential for
realizing gains as a result of changes in foreign currency exchange rates
enables the Portfolio to hedge (or cross-hedge) against a decline in the U.S.
dollar value of investments denominated in foreign currencies while providing an
attractive money market rate of return. See "Additional Investment Information--
Forward Foreign Currency Exchange Contracts" in the Statement of Additional
Information.

FUTURES CONTRACTS AND OPTIONS THEREON. The International Equity Portfolio,
Intermediate-Term Bond Portfolio, Mortgage Backed Securities Portfolio, Total
Return Bond Portfolio and International Bond Portfolio may each purchase and
sell financial futures contracts and options thereon which are traded on a
commodities exchange or board of trade for hedging purposes, to reduce and
manage certain risks of its investments and to attempt to enhance return, in
each case in accordance with regulations of the Commodity Futures Trading
Commission. The Portfolios, and thus their investors, may lose money through any
unsuccessful use of these strategies. Futures contracts purchased by the
Portfolios may entitle a Portfolio to purchase or accept for future delivery
debt securities, aggregates of debt securities, currencies, financial indices or
U.S. Government securities, and include futures contracts which are linked to
the London Interbank Offered Rate (LIBOR).

A Portfolio's successful use of futures contracts and related options
depends upon the investment adviser's ability to predict the direction of the
market and is subject to various additional risks. The correlation between
movements in the price of a futures contract and the price of the securities
being hedged is imperfect and there is a risk that the value of the securities
being hedged may increase or decrease at a greater rate than a specified futures
contract resulting in losses to a Portfolio.

A Portfolio's ability to enter into or close out futures contracts and
options thereon may also be limited by the requirements of the Internal Revenue
Code of 1986, as amended (the Internal Revenue Code) for qualification as a
regulated investment company. See "Additional Investment Information--Futures
Contracts" and "Taxes, Dividends and Distributions" in the Statement of
Additional Information.

34
<PAGE> 35

Under regulations of the Commodity Exchange Act, investment companies
registered under the Investment Company Act are exempt from the definition of
"commodity pool operator," subject to compliance with certain conditions. The
exemption is conditioned on a Portfolio purchasing and selling futures contracts
and options thereon for bona fide hedging transactions, except that the
Portfolio may purchase and sell futures contracts and options thereon for any
other purposes to the extent that the aggregate initial margin and option
premiums do not exceed 5% of the market value of the Portfolio's total assets.

RISKS OF HEDGING AND RETURN ENHANCEMENT STRATEGIES. Participation in the
options or futures markets involves investment risks and transaction costs to
which a Portfolio would not be subject absent the use of these strategies. A
Portfolio, and thus its investors, may lose money through any unsuccessful use
of these strategies. If an Adviser's predictions of movements in the direction
of the securities, foreign currency or interest rate markets are inaccurate, the
adverse consequences to a Portfolio may leave the Portfolio in a worse position
than if such strategies were not used. Risks inherent in the use of options and
futures contracts and options on futures contracts include (1) dependence on the
Adviser's ability to predict correctly movements in the direction of interest
rates and securities prices; (2) imperfect correlation between the price of
options and futures contracts and options thereon and movements in the prices of
the securities being hedged; (3) the fact that skills needed to use these
strategies are different from those needed to select portfolio securities; (4)
the possible absence of a liquid secondary market for any particular instrument
at any time; (5) the possible need to defer closing out certain hedged positions
to avoid adverse tax consequences; and (6) the possible inability of a Portfolio
to purchase or sell a portfolio security at a time that otherwise would be
favorable for it to do so, or the possible need for a Portfolio to sell a
portfolio security at a disadvantageous time, due to the need for a Portfolio to
maintain "cover" or to segregate securities in connection with hedging
transactions. See "Taxes, Dividends and Distributions" in the Statement of
Additional Information.

RISK FACTORS AND SPECIAL CONSIDERATIONS OF INVESTING IN FOREIGN SECURITIES

The International Equity Portfolio, Intermediate-Term Bond Portfolio, Total
Return Bond Portfolio and International Bond Portfolio may each invest in
foreign equity and debt securities, including securities of foreign
corporations, obligations of foreign branches of U.S. banks and securities
issued by foreign governments.

Investing in securities issued by foreign companies involves considerations
and potential risks not typically associated with investing in obligations
issued by domestic corporations. Less information may be available about foreign
companies than about domestic companies and foreign companies generally are not
subject to uniform accounting, auditing and financial reporting standards or to
other regulatory practices and requirements comparable to those applicable to
domestic companies.

A Portfolio's investments in foreign government securities may include debt
securities issued or guaranteed, as to payment of principal and interest, by
governments, quasi-governmental entities, governmental agencies, supranational
entities and other governmental entities (collectively, the Government Entities)
of countries considered stable by the Adviser. A "supranational entity" is an
entity constituted by the national governments of several countries to promote
economic development. Examples of such supranational entities include, among
others, the World Bank, the European

35
<PAGE> 36

Investment Bank and the Asian Development Bank. Debt securities of
"quasi-governmental entities" are issued by entities owned by a national, state,
or equivalent government or are obligations of a political unit that are not
backed by the national government's "full faith and credit" and general taxing
powers. Examples of quasi-government issuers include, among others, the Province
of Ontario and the City of Stockholm. "Foreign Government Securities" shall also
include debt securities of Government Entities denominated in European Currency
Units. A European Currency Unit represents specified amounts of the currencies
of certain of the twelve member states of the European Union. Foreign Government
Securities shall also include mortgage-backed securities issued by Foreign
Government Entities including quasi-governmental entities.

The values of foreign investments are affected by changes in currency rates
or exchange control regulations, restrictions or prohibitions on the
repatriation of foreign currencies, application of foreign tax laws, including
withholding taxes, changes in governmental administration or economic or
monetary policy (in the United States or abroad) or changed circumstances in
dealings between nations. Costs are also incurred in connection with conversions
between various currencies. In addition, foreign brokerage commissions and
custody fees are generally higher than those charged in the United States, and
foreign securities markets may be less liquid, more volatile and less subject to
governmental supervision than in the United States. Investments in foreign
countries could be affected by other factors not present in the United States,
including expropriation, confiscatory taxation, lack of uniform accounting and
auditing standards and potential difficulties in enforcing contractual
obligations and could be subject to extended clearance and settlement periods.

CURRENCY RISKS

Because the majority of the debt securities purchased by the International
Bond Portfolio are denominated in currencies other than the U.S. dollar, changes
in foreign currency exchange rates will affect the Portfolio's net asset value;
the value of interest earned; gains and losses realized on the sale of
securities; and net investment income and capital gain, if any, to be
distributed to shareholders by the Portfolio. If the value of a foreign currency
rises against the U.S. dollar, the value of the Portfolio assets denominated in
that currency will increase; correspondingly, if the value of a foreign currency
declines against the U.S. dollar, the value of Portfolio assets denominated in
that currency will decrease. Under the Internal Revenue Code, the Portfolio is
required to separately account for the foreign currency component of gains or
losses, which will usually be viewed under the Internal Revenue Code as items of
ordinary and distributable income or loss, thus affecting the Portfolio's
distributable income.

The exchange rates between the U.S. dollar and foreign currencies are a
function of such factors as supply and demand in the currency exchange markets,
international balances of payments, governmental interpretation, speculation and
other economic and political conditions. Although the Portfolio values its
assets daily in U.S. dollars, the Portfolio will not convert its holdings of
foreign currencies to U.S. dollars daily. When the Portfolio converts its
holdings to another currency, it may incur conversion costs. Foreign exchange
dealers may realize a profit on the difference between the price at which they
buy and sell currencies.

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<PAGE> 37

REPURCHASE AGREEMENTS

Each Portfolio may enter into repurchase agreements whereby the seller of
the security agrees to repurchase that security from a Portfolio at a mutually
agreed-upon time and price. The period of maturity is usually quite short,
possibly overnight or a few days, although it may extend over a number of
months. The resale price is in excess of the purchase price, reflecting an
agreed-upon rate of return effective for the period of time a Portfolio's money
is invested in the repurchase agreement. A Portfolio's repurchase agreements
will at all times be fully collateralized in an amount at least equal to the
resale price. The instruments held as collateral are valued daily, and if the
value of instruments declines, a Portfolio will require additional collateral.
In the event of a default, insolvency or bankruptcy by a seller, the Portfolio
will promptly seek to liquidate the collateral. In such circumstances, the
Portfolio could experience a delay or be prevented from disposing of the
collateral. To the extent that the proceeds from any sale of such collateral
upon a default in the obligation to repurchase are less than the resale price,
the Portfolio will suffer a loss. See "Additional Investment
Information--Repurchase Agreements" in the Statement of Additional Information.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS

The Mortgage Backed Securities Portfolio, Intermediate-Term Bond Portfolio
and Total Return Bond Portfolio may each enter into reverse repurchase
agreements and dollar rolls. The proceeds from such transactions will be used
for the clearance of transactions or to take advantage of investment
opportunities.

Reverse repurchase agreements involve sales by a Portfolio of securities
concurrently with an agreement by the Portfolio to repurchase the same assets at
a later date at a fixed price. During the reverse repurchase agreement period,
the Portfolio continues to receive principal and interest payments on these
securities.

Dollar rolls involve sales by a Portfolio of securities for delivery in the
current month and a simultaneous contract to repurchase substantially similar
(same type and coupon) securities on a specified future date from the same
party. During the roll period, a Portfolio forgoes principal and interest paid
on the securities. A Portfolio is compensated by the difference between the
current sales price and the forward price for the future purchase (often
referred to as the "drop") as well as by the interest earned on the cash
proceeds of the initial sale. A "covered roll" is a specific type of dollar roll
for which there is an offsetting cash position or a cash equivalent security
position which matures on or before the forward settlement date of the dollar
roll transaction.

A Portfolio will segregate with its custodian cash or other liquid assets
equal in value to its obligations in respect of reverse repurchase agreements
and dollar rolls. Reverse repurchase agreements and dollar rolls involve the
risk that the market value of the securities retained by a Portfolio may decline
below the price of the securities a Portfolio has sold but is obligated to
repurchase under the agreement. If the buyer of securities under a reverse
repurchase agreement or dollar roll files for bankruptcy or becomes insolvent, a
Portfolio's use of the proceeds of the agreement may be restricted pending a
determination by the other party, or its trustee or receiver, whether to enforce
a Portfolio's obligation to repurchase the securities.

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<PAGE> 38

Reverse repurchase agreements and dollar rolls, including covered dollar
rolls, are speculative techniques involving leverage and are considered
borrowings by a Portfolio for purposes of the percentage limitations applicable
to borrowings. See "Borrowing" below.

SECURITIES LENDING

The Mortgage Backed Securities Portfolio, Intermediate-Term Bond Portfolio,
Total Return Bond Portfolio and International Bond Portfolio may each lend
portfolio securities to brokers or dealers, banks or other recognized
institutional borrowers of securities, provided that the borrower at all times
maintains cash or other liquid assets or secures an irrevocable letter of credit
in favor of a Portfolio in an amount equal to at least 100% of the market value,
determined daily, of the securities loaned. During the time portfolio securities
are on loan, the borrower will pay a Portfolio an amount equivalent to any
dividend or interest paid on such securities and a Portfolio may invest the cash
collateral and earn additional income, or it may receive an agreed-upon amount
of interest income from the borrower. As with any extensions of credit, there
are risks of delay in recovery and in some cases loss of rights in the
collateral should the borrower of the securities fail financially. A Portfolio
cannot lend more than 33 1/3% of the value of its total assets (including the
amount of the loan collateral). See "Additional Investment Information--Lending
of Securities" in the Statement of Additional Information.

INTEREST RATE SWAP TRANSACTIONS

The Mortgage Backed Securities Portfolio, Intermediate-Term Bond Portfolio,
International Bond Portfolio and Total Return Bond Portfolio may each enter into
interest rate swaps. Interest rate swaps involve the exchange by a Portfolio
with another party of their respective commitments to pay or receive interest,
for example, an exchange of floating rate payments for fixed-rate payments. A
Portfolio expects to enter into these transactions primarily to preserve a
return or spread on a particular investment or portion of its portfolio or to
protect against any increase in the price of securities a Portfolio anticipates
purchasing at a later date. A Portfolio intends to use these transactions as a
hedge and not as a speculative investment. See "Additional Investment
Information--Interest Rate Swap Transactions" in the Statement of Additional
Information. The risk of loss with respect to interest rate swaps is limited to
the net amount of interest payments that the Portfolio is contractually
obligated to make and will not exceed 5% of a Portfolio's net assets. The use of
interest rate swaps may involve investment techniques and risks different from
those associated with ordinary portfolio transactions. If the Adviser is
incorrect in its forecast of market values, interest rates and other applicable
factors, the investment performance of the Portfolio would diminish compared to
what it would have been if this investment technique was never used.

INVESTMENT COMPANY SECURITIES

The Portfolios may invest in securities issued by other investment
companies which invest in short-term debt securities and which seek to maintain
a $1.00 net asset value per share (money market funds). The Portfolios may also
invest in securities issued by other investment companies with similar
investment objectives. The International Equity and International Bond
Portfolios may purchase shares of investment companies investing primarily in
foreign securities, including so-called "country funds." Country funds have
portfolios consisting primarily of securities of issuers

38
<PAGE> 39

located in one foreign country. Securities of other investment companies will be
acquired within the limits prescribed by the Investment Company Act. As a
shareholder of another investment company, a Portfolio would bear, along with
other shareholders, its pro rata portion of the other investment company's
expenses, including advisory fees. These expenses would be in addition to the
expenses each Portfolio bears in connection with its own operations.

ILLIQUID SECURITIES

Each Portfolio, except the U.S. Government Money Market Portfolio, may hold
up to 15% of its net assets in illiquid securities. The U.S. Government Money
Market Portfolio may hold up to 10% of its net assets in illiquid securities.
Illiquid securities include repurchase agreements which have a maturity of
longer than seven days, securities with legal or contractual restrictions on
resale (restricted securities) and securities that are not readily marketable.
Restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933, as amended (the Securities Act), and privately placed
commercial paper that have a readily available market are not considered
illiquid for purposes of this limitation. The Portfolios' investment in Rule
144A securities could have the effect of increasing illiquidity to the extent
that qualified institutional buyers become, for a time, uninterested in
purchasing Rule 144A securities. The Manager and the Advisers will monitor the
liquidity of such restricted securities under the supervision of the Trustees.
Repurchase agreements subject to demand are deemed to have a maturity equal to
the applicable notice period.

The staff of the SEC has taken the position that purchased OTC options and
the assets used as "cover" for written OTC options are illiquid securities.
However, with respect to U.S. Government securities, a Portfolio may treat the
securities it uses as "cover" for written OTC options on U.S. Government
securities as liquid provided it follows a specified procedure. A Portfolio may
sell such OTC options only to qualified dealers who agree that a Portfolio may
repurchase any options it writes for a maximum price to be calculated by a
predetermined formula. In such cases, OTC options would be considered liquid
only to the extent that the maximum repurchase price under the formula exceeds
the intrinsic value of the option. See "Additional Investment
Information--Illiquid Securities" in the Statement of Additional Information.

When a Portfolio enters into interest rate swaps on other than a net basis,
the entire amount of the Portfolio's obligations, if any, with respect to such
interest rate swaps will be treated as illiquid. To the extent that a Portfolio
enters into interest rate swaps on a net basis, the net amount of the excess, if
any, of the Portfolio's obligations over its entitlements with respect to each
interest rate swap will be treated as illiquid. The Portfolios will also treat
non-U.S. Government POs and IOs as illiquid securities so long as the staff of
the SEC maintains its position that such securities are illiquid.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

Each Portfolio may purchase or sell securities on a when-issued or
delayed-delivery basis. When-issued or delayed-delivery transactions arise when
securities are purchased or sold by a Portfolio with payment and delivery taking
place in the future in order to secure what is considered to be an advantageous
price and yield to a Portfolio at the time of entering into the transaction.
While a Portfolio will only purchase securities on a when-issued or
delayed-delivery basis with the intention of acquiring the securities, a
Portfolio may sell the securities before the settlement date, if it

39
<PAGE> 40

is deemed advisable. At the time a Portfolio makes the commitment to purchase
securities on a when-issued or delayed-delivery basis, the Portfolio will record
the transaction and thereafter reflect the value, each day, of such security in
determining the net asset value of the Portfolio. At the time of delivery of the
securities, the value may be more or less than the purchase price and an
increase in the percentage of a Portfolio's assets committed to the purchase of
securities on a when-issued or delayed-delivery basis may increase the
volatility of the Portfolio's net asset value. The Trust's Custodian will
segregate cash or other liquid assets having a value equal to or greater than a
Portfolio's purchase commitments. The securities so purchased are subject to
market fluctuations and no interest accrues to the purchaser during the period
between purchase and settlement.

One form of when-issued or delayed-delivery security that the Mortgage
Backed Securities Portfolio may purchase is a "to be announced" mortgage-backed
security. A "to be announced" mortgage-backed security transaction arises when a
mortgage-backed security, such as a GNMA pass-through security, is purchased or
sold with the specific pools that will constitute that GNMA pass-through
security to be announced on a future settlement date.

SHORT SALES

The Mortgage Backed Securities Portfolio may sell a security it does not
own in anticipation of a decline in the market value of that security (i.e.,
make short sales). Generally, to complete the transaction, the Portfolio will
borrow the security to make delivery to the buyer. The Portfolio is then
obligated to replace the security borrowed by purchasing it at the market price
at the time of replacement. The price at such time may be more or less than the
price at which the security was sold by the Portfolio. Until the security is
replaced, the Portfolio is required to pay to the lender any interest which
accrues during the period of the loan. To borrow the security, the Portfolio may
be required to pay a premium which would increase the cost of the security sold.
The proceeds of the short sale will be retained by the broker to the extent
necessary to meet margin requirements until the short position is closed out.
Until the Portfolio replaces the borrowed security, it will (a) segregate with
its custodian cash or other liquid assets at such a level that the amount
deposited in the account plus the amount deposited with the broker as collateral
will equal the current market value of the security sold short and will not be
less than the market value of the security at the time it was sold short or (b)
otherwise cover its short position.

The Portfolio will incur a loss as a result of the short sale if the price
of the security increases between the date of the short sale and the date on
which the Portfolio replaces the borrowed security. The Portfolio will realize a
gain if the security declines in price between those dates. This result is the
opposite of what one would expect from a cash purchase of a long position in a
security. The amount of any gain will be decreased, and the amount of any loss
will be increased, by the amount of any premium or interest paid in connection
with the short sale. No more than 5% of the Portfolio's net assets will be, when
added together: (i) deposited as collateral for the obligation to replace
securities borrowed to effect short sales and (ii) segregated in connection with
short sales.

The Mortgage Backed Securities Portfolio may also make short sales
against-the-box. A short sale against-the-box is a short sale in which the
Portfolio owns an equal amount of the securities sold short or securities
convertible into or exchangeable for, with or without payment of any further
consideration, such securities; provided that if further consideration is
required in connection with

40
<PAGE> 41

the conversion or exchange, cash or other liquid assets, in an amount equal to
such consideration must be segregated for an equal amount of the securities of
the same issuer as the securities sold short.

BORROWING

The Mortgage Backed Securities Portfolio, Intermediate-Term Bond Portfolio,
Total Return Bond Portfolio and International Bond Portfolio may each borrow
from banks or through dollar rolls or reverse repurchase agreements an amount
equal to no more than 33 1/3% of the value of its total assets (calculated when
the loan is made) for temporary, extraordinary or emergency purposes, for the
clearance of transactions or to take advantage of investment opportunities. A
Portfolio may pledge up to 33 1/3% of its total assets to secure these
borrowings.

The other Portfolios may each borrow from banks or through dollar rolls or
reverse repurchase agreements an amount equal to no more than 20% of the value
of its total assets (calculated when the loan is made) for temporary,
extraordinary or emergency purposes, or for the clearance of transactions. Each
of these Portfolios may pledge up to 20% of its total assets to secure these
borrowings.

If a Portfolio borrows to invest in securities, or if a Portfolio purchases
securities at a time when borrowings exceed 5% of its total assets, any
investment gains made on the securities in excess of interest paid on the
borrowing will cause the net asset value of the shares to rise faster than would
otherwise be the case. On the other hand, if the investment performance of the
additional securities purchased fails to cover their cost (including any
interest paid on the money borrowed) to a Portfolio, the net asset value of the
Portfolio's shares will decrease faster than would otherwise be the case. This
is the speculative characteristic known as "leverage." See "Reverse Repurchase
Agreements and Dollar Rolls" above.

If any Portfolio's asset coverage for borrowings falls below 300%, such
Portfolio will take prompt action to reduce its borrowings even though it may be
disadvantageous from an investment standpoint to sell securities at that time.

PORTFOLIO TURNOVER

The portfolio turnover rate for each of the Portfolios may exceed 100%,
although the rate is not expected to exceed 200%. Due to market volatility, for
the years ended December 31, 1997 and 1996 the portfolio turnover rate was 202%
and 226%, respectively for the International Bond Portfolio, 323% and 340%,
respectively, for the Total Return Bond Portfolio and 249% and 311%,
respectively for the Intermediate-Term Bond Portfolio. High portfolio turnover
(100% or more) may involve correspondingly greater brokerage commissions and
other transaction costs, which will be borne directly by each Portfolio. See
"Portfolio Transactions and Brokerage" in the Statement of Additional
Information. In addition, high portfolio turnover may result in increased
short-term capital gains, which when distributed to shareholders, are treated as
ordinary income. See "Taxes, Dividends, and Distributions."

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<PAGE> 42

INVESTMENT RESTRICTIONS

The Portfolios are subject to certain investment restrictions which, like
their investment objectives, constitute fundamental policies. Fundamental
policies cannot be changed with respect to any Portfolio without the approval of
a majority of the outstanding voting securities of that Portfolio, as defined in
the Investment Company Act. See "Investment Restrictions" in the Statement of
Additional Information.

MANAGEMENT OF THE TRUST

The Trustees, in addition to overseeing the actions of the Trust's Manager
and Advisers, as set forth below, decide upon matters of general policy. The
Trust's Manager conducts and supervises the daily business operations of the
Trust. The Portfolios' Advisers furnish daily investment advisory services.

For the year ended December 31, 1997 the total annualized expenses as a
percentage of average daily net assets for each Portfolio's shares were as
follows:

<TABLE>
<CAPTION>
TOTAL ANNUALIZED
EXPENSES AS A
PERCENTAGE OF
AVERAGE DAILY
PORTFOLIO NET ASSETS
--------- ----------------
<S> <C>
Large Capitalization Growth Portfolio.................... 0.73%
Large Capitalization Value Portfolio..................... 0.72%
Small Capitalization Growth Portfolio.................... 0.79%
Small Capitalization Value Portfolio..................... 0.81%
International Equity Portfolio........................... 0.93%
International Bond Portfolio............................. 1.35%
Total Return Bond Portfolio.............................. 0.91%
Intermediate-Term Bond Portfolio......................... 0.71%
Mortgage Backed Securities Portfolio..................... 0.88%
U.S. Government Money Market Portfolio................... 0.65%
</TABLE>

MANAGER

Prudential Investments Fund Management LLC (PIFM or the Manager), Gateway
Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, is the Manager
of the Trust. PIFM is organized in New York as a limited liability company. It
is an indirect, wholly-owned subsidiary of The Prudential Insurance Company of
America, a major diversified insurance and financial services company.

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<PAGE> 43

For the year ended December 31, 1997, PIFM received the following
management fees from each of the Portfolios.

<TABLE>
<CAPTION>
ANNUALIZED
PERCENTAGE
OF AVERAGE
PORTFOLIO NET ASSETS AMOUNT
--------- ---------- ------
<S> <C> <C>
Large Capitalization Growth Portfolio......... .60% $1,453,397
Large Capitalization Value Portfolio.......... .60% 1,521,474
Small Capitalization Growth Portfolio......... .60% 939,417
Small Capitalization Value Portfolio.......... .60% 864,964
International Equity Portfolio................ .70% 1,718,754
International Bond Portfolio.................. .50% 175,813
Total Return Bond Portfolio................... .45% 216,559
Intermediate-Term Bond Portfolio.............. .45% 430,089
Mortgage Backed Securities Portfolio.......... .45% 322,907
U.S. Government Money Market Portfolio........ .25% 94,188
</TABLE>

As of January 31, 1998, PIFM served as manager to 42 open-end investment
companies, constituting all of the Prudential Mutual Funds, and as manager or
administrator to 22 closed-end investment companies with aggregate assets of
approximately $63 billion.

Pursuant to a Management Agreement (Management Agreement) with the Trust,
PIFM manages the investment operations of the Trust, administers the Trust's
affairs and is responsible for the selection, subject to review and approval of
the Trustees, of Advisers for each of the Portfolios and the review of their
continued performance. See "Manager" in the Statement of Additional Information.

Pursuant to separate Sub-Advisory Agreements (the Advisory Agreements)
between PIFM and the Advisers, the Advisers furnish investment advisory services
in connection with the management of the Trust. Each Adviser is paid a fee for
its services by the Manager out of the fee it collects from the Portfolio based
upon the portion of assets the Adviser manages. Under the Management Agreement,
PIFM continues to have responsibility for all investment advisory services and
supervises the Advisers' performance of such services.

Subject to the supervision and direction of the Trustees, the Manager
provides to the Trust investment management evaluation services principally by
performing initial review on prospective Advisers for each Portfolio and
thereafter monitoring Adviser performance. In evaluating prospective Advisers,
the Manager considers, among other factors, each Adviser's level of expertise,
relative performance, consistency of performance, and investment discipline or
philosophy. The Manager has responsibility for communicating performance
expectations and evaluations to the Advisers and ultimately recommending to the
Trustees whether the Advisers' contracts should be renewed, modified or
terminated. The Manager provides reports to the Trustees regarding the results
of its evaluation and monitoring functions. The Manager is also responsible for
conducting all operations of the Trust except those operations contracted to the
Advisers, custodian and transfer

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<PAGE> 44

agent. Each Portfolio pays the Manager a fee for its services that is computed
daily and paid monthly at the annual rate specified below based on the value of
the average net assets of the Portfolio. The Manager pays each Adviser a fee
that is computed daily and paid monthly at the annual rate specified below based
on the value of the Portfolio's average daily net assets managed by that
Adviser. For the year ended December 31, 1997, the Advisers received the fees
from PIFM at the annual rates set forth below:

<TABLE>
<CAPTION>
PORTION PAID
BY THE MANAGER
TO THE
PORTFOLIO MANAGER'S FEE ADVISER(S)
--------- ------------- --------------
<S> <C> <C>
Large Capitalization Growth Portfolio........ 0.60% 0.30%
Large Capitalization Value Portfolio......... 0.60% 0.30%
Small Capitalization Growth Portfolio........ 0.60% 0.30%
Small Capitalization Value Portfolio......... 0.60% 0.30%
International Equity Portfolio............... 0.70% 0.40%
International Bond Portfolio................. 0.50% 0.30%
Total Return Bond Portfolio.................. 0.45% 0.25%
Intermediate-Term Bond Portfolio............. 0.45% 0.25%
Mortgage Backed Securities Portfolio......... 0.45% 0.25%
U.S. Government Money Market Portfolio....... 0.25% 0.125%
</TABLE>

The Manager and the Trust have received an exemptive order from the SEC
which permits the Manager, subject to certain conditions, to 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

The Advisers have agreed to the foregoing fees, which are generally lower
than the fees they charge to institutional accounts for which they serve as
investment adviser, and perform various administrative functions associated with
serving in that capacity in recognition of the reduced administrative
responsibilities they have undertaken with respect to the Portfolios. Subject to
the supervision and direction of the Manager and, ultimately, the Trustees, each
Adviser's responsibilities are limited to managing the securities held in the
Portfolio, or portion thereof, it manages in accordance with the Portfolio's
stated investment objective and policies, making investment decisions for such
Portfolio, or portion thereof, and placing orders to purchase and sell
securities on

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<PAGE> 45

behalf of such Portfolio, or portion thereof. The Advisers furnish investment
advisory services in connection with the management of the Portfolios and are
paid their fees by PIFM, not the Trust.

Each of the two Advisers of the domestic equity Portfolios--the Large
Capitalization Growth Portfolio, Large Capitalization Value Portfolio, Small
Capitalization Growth Portfolio and Small Capitalization Value
Portfolio--manages approximately 50% of the assets of the respective Portfolio.
In general, in order to maintain an approximately equal division of assets
between the two Advisers, all daily cash inflows (i.e., subscriptions and
reinvested distributions) and outflows (i.e., redemptions and expenses items)
will be divided between the two Advisers as the Manager deems it appropriate. In
addition, there will be a periodic rebalancing of each Portfolio's assets to
take account of market fluctuations in order to maintain the approximately equal
allocation. As a consequence, each Portfolio will allocate assets from the
better performing of the two Advisers to the other. By using two Advisers for
these Portfolios, and by periodically balancing a Portfolio for an approximately
equal allocation, each Portfolio seeks long-term benefits from a balance of
different investment disciplines, which is intended to achieve a certain
continuity in the Portfolio's performance. Reallocations may result in
additional transaction costs to the extent that sales of securities as part of
such reallocations result in higher portfolio turnover. In addition, if one
Adviser buys a security as the other Adviser sells it, the net position of the
Portfolio in the security may be approximately the same as it would have been
with a single Adviser and no such sale and purchase, but the Portfolio will have
incurred additional transaction costs and other expenses. The Manager will
consider these costs in determining the allocation and reallocation of assets.

The following sets forth certain information about each of the Advisers:

LARGE CAPITALIZATION GROWTH PORTFOLIO

Columbus Circle Investors (CCI), Metro Center, One Station Place, 8th
Floor, Stamford, Connecticut 06902 and Oak Associates, Ltd. (Oak), 3875 Embassy
Parkway, Suite 250, Akron, Ohio 44333, serve as the Advisers to the Large
Capitalization Growth Portfolio. CCI and Oak are paid a fee by PIFM, not the
Trust, at an annual rate of .30 of 1% of the average daily net assets of the
portion of the Portfolio's assets managed by each of them.

CCI is a Delaware partnership and a subpartnership of PIMCO Advisors L.P.,
a leading institutional equity investment firm and, as of December 31, 1997, had
approximately $9.3 billion in assets under management for corporate, nonprofit,
government, union, and mutual fund clients.

CCI generally uses a team approach, although Anthony Rizza is primarily
responsible for the day-to-day investment management of the portion of the
assets CCI manages for the Large Capitalization Growth Portfolio. Mr. Rizza is a
Managing Director and has been a Portfolio Manager for CCI since June 1991.
Prior to joining CCI, Mr. Rizza was a Research Officer with Connecticut National
Bank. Mr. Rizza is a Chartered Financial Analyst and a member of the Hartford
Society of Security Analysts. Mr. Rizza has been a member of the team managing
the assets of the Portfolio since January 1995 and took over primary
responsibility in 1998.

Oak was founded in April 1985 and has specialized in the large cap market
since inception. It provides investment management services to both individual
and institutional clients and as of December 31, 1997, had more than $6.2
billion in assets under management. Oak is a limited liability

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<PAGE> 46

company organized under the laws of the State of Ohio. James D. Oelschlager owns
a controlling interest (99%) in Oak.

With respect to portfolio management, 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. James D. Oelschlager is
the portfolio manager of the portion of the Portfolio managed by Oak which he
manages with the assistance of Donna Barton, Margaret Ballinger and Douglas
MacKay as assistant portfolio managers. Mr. Oelschager has been President of Oak
since 1985 and has been primarily responsible for managing Portfolio assets
since November 1995. 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. Oak also manages two series of The
Advisers' Inner Circle Fund, White Oak Growth Stock Fund and Pin Oak Aggressive
Stock Fund.

LARGE CAPITALIZATION VALUE PORTFOLIO

INVESCO Capital Management, Inc. (INVESCO), 1315 Peachtree Street, Suite
500, Atlanta, Georgia 30309 and Hotchkis and Wiley, 800 West Sixth Street, Fifth
Floor, Los Angeles, California 90017 serve as the Advisers to the Large
Capitalization Value Portfolio. INVESCO and Hotchkis and Wiley are paid a fee by
PIFM, not the Trust, 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.

INVESCO is a Delaware corporation and an indirect, wholly-owned subsidiary
of AMVESCAP PLC, a global money management firm. As of December 31, 1997,
INVESCO had approximately $48.4 billion of assets under management for clients
located throughout the U.S., Europe and Japan.

Neilson Brown, a Vice President of INVESCO, is responsible for the
day-to-day management of the portion of the assets INVESCO manages for the
Portfolio and previously managed all of the Portfolio's assets since its
inception. Mr. Brown has served as a portfolio manager for INVESCO since 1989
and prior to 1989, served as a portfolio manager for Dreman Value Management and
Brown Brothers Harriman & Co. Mr. Brown is a Chartered Financial Analyst and a
member of the Atlanta Society of Financial Analysts.

Hotchkis and Wiley is a division of The Merrill Lynch Capital Management
Group of Merrill Lynch Asset Management, L.P. It was established in 1980 and has
specialized in the large-cap market since its inception. As of December 31,
1997, Hotchkis and Wiley had approximately $12.3 billion in assets under
management for corporate, public, endowment and foundation, and mutual fund
clients. Hotchkis and Wiley is the adviser or subadviser for the American
AAdvantage Funds, the Citibank Funds, the Hirtle Callaghan Trust and the
Hotchkis and Wiley Funds.

Roger DeBard has been primarily responsible for the day-to-day management
of the portion of assets Hotchkis and Wiley manages for the Portfolio since
January 1995. Dr. DeBard is a Managing Director at Hotchkis and Wiley. He also
serves as an Executive Vice President of the Hotchkis and Wiley Funds. Dr.
DeBard was formerly with Crocker Investment Management, Scudder, Stevens & Clark
and the investment consulting firm of A.G. Becker & Co. Dr. DeBard is a member
of the Los Angeles Society of Financial Analysts and a frequent guest on
financial news programs. He has

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<PAGE> 47

served as a director of the Los Angeles Bond Club and as an expert witness for
the President's Commission on Pension Policy. Dr. DeBard is also a Chartered
Financial Analyst.

SMALL CAPITALIZATION GROWTH PORTFOLIO

Nicholas-Applegate Capital Management (Nicholas-Applegate), 600 West
Broadway, 29th Floor, San Diego, California 92101 and Investment Advisers, Inc.
(IAI), 3700 First Bank Place, P.O. Box 357, Minneapolis, Minnesota 55440 serve
as the Advisers to the Small Capitalization Growth Portfolio. Nicholas-Applegate
and IAI are paid a fee by PIFM, not the Trust, 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.

Nicholas-Applegate was organized in 1984 as a California limited
partnership. Its general partner is Nicholas-Applegate Capital Management
Holdings, L.P., a California limited partnership controlled by
Nicholas-Applegate Capital Management Holdings, Inc., a California corporation
controlled by Mr. Arthur E. Nicholas. Mr. Nicholas founded Nicholas-Applegate in
1984 and has been a principal of the firm since its founding. Mr. Nicholas and
twenty-one other partners manage a staff of approximately 483 employees. As of
December 31, 1997, the firm managed a total of approximately $30 billion of
assets for a wide variety of clients, including employee benefit plans of
corporations, public retirement systems and unions, university endowments,
foundations and other institutional investors.

Since the inception of the Portfolio, the portion of the Portfolio's assets
for which Nicholas-Applegate is the Advisor has been managed by a team of
professionals at Nicholas-Applegate, which is overseen by Catherine S. Somhegyi,
Chief Investment Officer-- Global Equity.

IAI is a wholly-owned subsidiary of IAI Holdings, Inc., which is indirectly
wholly-owned by Lloyds TSB Group plc. IAI was established in 1947 and provides
investment advice to corporate, public, jointly-trusteed, endowment and
foundation and mutual fund clients. As of December 31, 1997, IAI managed
approximately $14 billion in assets.

The day-to-day management of the Fund has been the responsibility of Martin
J. Calihan since January 1995. Mr. Calihan is a Vice President and has served as
a equity analyst of IAI since 1992 and a portfolio manager since February 1996.
Prior to such time, Mr. Calihan was an equity research analyst with Morgan
Stanley & Co.

SMALL CAPITALIZATION VALUE PORTFOLIO

Lazard Asset Management (LAM), 30 Rockefeller Plaza, New York, New York
10112 and Wood, Struthers & Winthrop Management Corp. (WSW), 277 Park Avenue,
New York, New York 10172, serve as the Advisers to the Small Capitalization
Value Portfolio. LAM and WSW are paid a fee by PIFM, not the Trust, 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.

LAM is a division of Lazard Freres & Co. LLC (Lazard Freres), a New York
limited liability company. LAM provides investment management services to both
individual and institutional clients and as of December 31, 1997, had more than
$60 billion in assets under management. In addition to portfolio management,
Lazard Freres provides a wide variety of investment banking and related
services. LAM is also the Adviser of the International Equity Portfolio of the
Trust.

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<PAGE> 48

Herbert W. Gullquist and Eileen D. Alexanderson, CFA, have been primarily
responsible for the day-to-day management of the portion of the assets LAM
manages for the Small Capitalization Value Portfolio since January 1995. Mr.
Gullquist is a Managing Director and a Vice-Chairman of Lazard Freres, is the
Chief Investment Officer of LAM and has been employed there since 1982. Ms.
Alexanderson is a Managing Director of Lazard Freres. Ms. Alexanderson joined
LAM in 1979 and has 18 years of investment experience. She is a Chartered
Financial Analyst.

WSW was founded in 1871 and has specialized in the small-cap market since
1967. It provides investment management services to both individual and
institutional clients and, as of December 31, 1997, had more than $7 billion in
assets under management. WSW is a subsidiary of Donaldson, Lufkin & Jenrette
Securities Corporation (DLJSC), 277 Park Avenue, New York, New York 10172. DLJSC
is a wholly owned subsidiary of Donaldson Lufkin & Jenrette Inc (DLJ Inc), 36.1%
of which is owned by The Equitable Life Assurance Society of the United States
(LIFE), 787 Seventh Avenue, New York, New York 10019, a wholly owned subsidiary
of The Equitable Companies Incorporated (Equitable), 787 Seventh Avenue, New
York, New York 10019. Equitable owns directly an additional 44.1% of DLJ Inc.
Approximately 60.7% of the outstanding voting common stock as well as certain
convertible preferred stock of Equitable is beneficially owned by AXA, a French
insurance holding company. A group of five French mutual insurance companies,
Uni Europe Assurance Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha
Assurances Vie Mutuelle, AXA Assurances Vie Mutuelle, and AXA Assurances
I.A.R.D. Mutuelle (the "Mutuelles"), owned directly and indirectly through two
French holding companies, Finaxa and Midi Participations, shares representing
over 50% of the voting shares of AXA. The Mutuelles are owned by approximately
1.5 million policyholders.

James A. Engle and Roger W. Vogel have been the co-managers of the portion
of the Portfolio managed by WSW since April 1995. Mr. Engle has been Chief
Investment Officer of WSW since 1988. Mr. Vogel was Director of Equity Research
of WSW from 1993 until 1997, and is currently Chief Investment
Officer--Equities. He was previously Vice President and Portfolio Manager at
Chemical Bank from 1978 until 1993. Messrs. Engle and Vogel also manage the
Winthrop Small Company Value, Growth and Growth & Income Funds.

INTERNATIONAL EQUITY PORTFOLIO

Lazard Asset Management (LAM), 30 Rockefeller Plaza, New York, New York
10112, serves as the Adviser to the International Equity Portfolio. LAM is paid
a fee by PIFM, not the Trust, at an annual rate of .40 of 1% of the Portfolio's
average daily net assets.

Herbert W. Gullquist and John R. Reinsberg have been primarily responsible
for the day-to-day management of the Portfolio since its inception. Mr.
Gullquist is a Managing Director and a Vice-Chairman of Lazard Freres, is the
Chief Investment Officer of LAM and has been employed with both since 1982. Mr.
Reinsberg is a Managing Director of Lazard Freres and has been employed there
since 1991. Prior thereto, he was Executive Vice President of General Electric
Investment Corporation.

INTERNATIONAL BOND PORTFOLIO

Delaware International Advisers Ltd. (DIAL), Third Floor, 80 Cheapside,
London, EC2V 6EE, serves as the Adviser to the International Bond Portfolio.
DIAL is paid a fee by PIFM, not the Trust,

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<PAGE> 49

at an annual rate of .30 of 1% of the Portfolio's average daily net assets. DIAL
is affiliated with Delaware Management Company and is an indirect, wholly-owned
subsidiary of Lincoln National Corporation, a diversified financial services
organization headquartered in Fort Wayne, Indiana.

DIAL commenced operations as a registered investment adviser in December
1990 and specializes in international and global investing. The Portfolio's
management team has been headed by Ian G. Sims, DIAL's Deputy Managing Director
and Chief Investment Officer for Global Fixed Income, since August 1997. Other
members of the portfolio management team currently are W. Hywel Morgan,
Christopher A. Moth and Joanna Bates, all Senior Portfolio Managers of DIAL. As
of December 31, 1997, DIAL had approximately $8 billion in assets under
management with approximately $3 billion in assets in global fixed income.

Prior to August 28, 1997, Fiduciary International, Inc. served as Adviser
to the Portfolio under an agreement which was substantially similar to the
Advisory Agreement currently in effect for the Portfolio.

INTERMEDIATE-TERM BOND PORTFOLIO AND TOTAL RETURN BOND PORTFOLIO

Pacific Investment Management Company (PIMCO), 840 Newport Center Drive,
Newport Beach, California 92660, serves as the Adviser to the Intermediate-Term
Bond Portfolio and the Total Return Bond Portfolio. PIMCO furnishes investment
advisory services in connection with the management of each of these Portfolios
and is paid a fee by PIFM, not the Trust, at an annual rate of .25 of 1% of each
Portfolio's average daily net assets. John L. Hague, a Managing Director of
PIMCO, has been responsible for the day-to-day management of both Portfolios
since their inception. Mr. Hague has been a fixed income manager of PIMCO and
its predecessor since 1989.

PIMCO is a subsidiary of PIMCO Advisors L.P. ("PIMCO Advisors"). The
general partners of PIMCO Advisors are PIMCO Partners, G.P. and PIMCO Advisors
Holdings L.P. ("PAH"). PIMCO Partners, G.P. is a general partnership between
PIMCO Holding LLC, a Delaware limited liability company and indirect
wholly-owned subsidiary of Pacific Life Insurance Company, and PIMCO Partners
LLC, a California limited liability company controlled by the PIMCO Managing
Directors. PIMCO Partners, G.P. is the sole general partner of PAH. PIMCO is
registered as an investment advisor with the Commission and as a commodity
trading advisor with the CFTC. As of December 31, 1997, PIMCO had approximately
$118 billion of assets under management.

U.S. GOVERNMENT MONEY MARKET PORTFOLIO AND MORTGAGE BACKED SECURITIES PORTFOLIO

Wellington Management Company, LLP (WMC), 75 State Street, Boston,
Massachusetts 02109, serves as the Adviser to the U.S. Government Money Market
Portfolio and the Mortgage Backed Securities Portfolio. WMC is paid a fee by
PIFM, not the Trust, at the annual rates of .125 of 1% and .25 of 1% of each
Portfolio's average daily net assets, respectively.

WMC is a Massachusetts limited liability partnership of which the following
persons are managing partners: Robert W. Doran, Duncan M. McFarland and John R.
Ryan. WMC is a professional investment counseling firm which provides investment
services to investment companies, employee benefit plans, endowment funds,
foundations and other institutions and individuals. As of December 31, 1997, WMC
had approximately $174.5 billion of assets under management.

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<PAGE> 50

Thomas L. Pappas, Senior Vice President of WMC, has served as portfolio
manager to the Mortgage Backed Securities Portfolio since the Portfolio's
inception. Mr. Pappas has been an investment professional with WMC since 1987.
Timothy E. Smith, Vice President of WMC, has served as portfolio manager to the
U.S. Government Money Market Portfolio since February 28, 1997. Prior to joining
WMC in 1992, Mr. Smith was employed for 8 years with Fidelity Investments, Inc.,
where he held a number of investment management positions.

FEE WAIVERS AND SUBSIDIES

PIFM may from time to time agree to waive all or a portion of its
management fee and subsidize certain operating expenses of the Portfolios. Fee
waivers and expense subsidies will increase a Portfolio's yield or total return.
See "General Information -- Performance Information."

DISTRIBUTOR

Prudential Securities Incorporated (Prudential Securities or PSI), 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
Trust. It is an indirect, wholly-owned subsidiary of Prudential.

Pruco Securities Corporation ("Prusec"), 1111 Durham Avenue, South
Plainfield, New Jersey 07080-2398, is a corporation organized under the laws of
the State of New Jersey. It is a wholly-owned subsidiary of Prudential. Prusec
is distributing shares of the Trust pursuant to a dealer agreement between
Prusec and Prudential Securities, the principal underwriter of the Trust. Prusec
is registered with the Commission as both a broker-dealer and an investment
adviser, and conducts its advisory activities under the name "Prudential
Preferred Advisors" ("PPA"). Advisory clients of PPA may purchase and redeem
shares of the Trust through their Prusec registered representative, or may
effect such transactions by dealing directly with the Trust's Transfer Agent.

PORTFOLIO TRANSACTIONS

Prudential Securities, one of the Advisers or an affiliate thereof (an
affiliated broker), may each act as a broker or futures commission merchant for
a Portfolio. In order for an affiliated broker to effect any portfolio
transactions for a Portfolio on an exchange or board of trade, the commissions,
fees or other remuneration received by the 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 on an exchange
or board of trade during a comparable period of time. This standard would allow
an affiliated broker to receive no more than the remuneration which would be
expected to be received by an unaffiliated broker or futures commission merchant
in a commensurate arm's-length transaction.

YEAR 2000

The services provided to the Trust and the shareholders by the Manager, the
Advisers, the Distributor, the Transfer Agent and the Custodian depend on the
smooth functioning of their computer systems and those of their outside service
providers. Many computer software systems in

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<PAGE> 51

use today cannot distinguish the year 2000 from the year 1900 because of the way
dates are encoded and calculated. Such event could have a negative impact on
handling securities trades, payments of interest and dividends, pricing and
account services. Although, at this time, there can be no assurance that there
will be no adverse impact on the Trust, the Manager, the Advisers, the
Distributor, the Transfer Agent and the Custodian have advised the Trust that
they have been actively working on necessary changes to their computer systems
to prepare for the year 2000 and expect that their systems will be adapted in
time for that event.

NET ASSET VALUE

The net asset value per share is determined by subtracting the liabilities
of each Portfolio from the value of its assets, and dividing the remainder by
the number of outstanding shares of the Portfolio. The Trustees have fixed the
specific time of day for the computation of each Portfolio's net asset value to
be as of 4:15 p.m., New York time, except that the U.S. Government Money Market
Portfolio will compute its net asset value at 4:30 p.m., New York time.

Portfolio securities are valued based on market quotations or, if not
readily available, at fair value as determined in good faith under procedures
established by the Trustees. For valuation purposes, quotations of foreign
securities in a foreign currency are converted to U.S. dollar equivalents. See
"Net Asset Value" in the Statement of Additional Information.

The Trust will compute its net asset value once daily on days that the New
York Stock Exchange is open for trading except on days on which no orders to
purchase, sell or redeem shares have been received by the Trust or days on which
changes in the value of portfolio securities do not materially affect the net
asset value of a Portfolio.

The U.S. Government Money Market Portfolio determines the value of its
portfolio securities by the amortized cost method. This method involves valuing
an instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium regardless of the impact of fluctuating
interest rates on the market value of the instrument. While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price the Portfolio
would receive if it sold the instrument. During these periods, the yield to a
shareholder may differ somewhat from that which could be obtained from a similar
fund which marks its portfolio securities to the market each day. For example,
during periods of declining interest rates, if the use of the amortized cost
method resulted in a lower value of the Portfolio's securities holdings on a
given day, a prospective investor in the Portfolio would be able to obtain a
somewhat higher yield and existing shareholders would receive correspondingly
less income. The converse would apply during periods of rising interest rates.
The Trustees have established procedures designed to stabilize, to the extent
reasonably possible, the net asset value of the shares of the Portfolio at $1.00
per share. See "Net Asset Value" in the Statement of Additional Information.

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PURCHASE AND REDEMPTION OF SHARES

HOW TO PURCHASE SHARES

Purchases of shares of a Portfolio by a Target Program participant must be
made through a securities account maintained with Prudential Securities or its
affiliates. Payment for Portfolio shares must be made by check made payable to
Prudential Securities or to a broker or affiliate that clears securities
transactions through Prudential Securities on a fully disclosed basis (an
Introducing Broker). Clients of Prudential Securities may also make payment for
portfolio shares using free credit cash balances held in their securities
account including a cash payment by the participant into his or her securities
account or through the redemption of shares of money market funds held in the
account.

For non-Plan accounts, the minimum initial investment requirement is
$25,000. For Plan accounts, the minimum initial investment requirement is
$10,000. The minimum initial investment requirement is reduced to $10,000 for
non-Plan accounts for custodial accounts established under the Uniform Gift to
Minors Act and for Trustees of the Trust (except that the minimum initial
investment requirement is waived entirely for Trustees who receive their fees
pursuant to a deferred fee agreement with the Trust), employees of Prudential
Securities and PIFM and their subsidiaries, and members of the families of such
persons who maintain an "employee related" account at Prudential Securities. For
purposes of determining the minimum initial investment requirement, fiduciary
accounts having a common trustee (unaffiliated with Prudential Securities) may
be aggregated provided that such accounts, in the aggregate, have at least
$250,000 in assets in the Target Program. Such accounts may also be aggregated
for purposes of determining when the Target Program fee may be subject to
negotiation. In addition, the minimum initial investment requirement may be
reduced or waived for certain start-up qualified employee benefit plans which
have been in existence for less than one year and for certain transfers of
assets from asset allocation programs of investments in registered investment
companies. From time to time, the minimum initial investment requirement may
otherwise be reduced for Plan and non-Plan accounts in the discretion of
Prudential Securities. Please contact a Prudential Securities Financial Advisor
for details. Prudential Securities must be notified, prior to the opening of any
Target Program account of any factors under which an account would be eligible
for a waiver or reduction of the minimum investment or Target Program fee. The
aggregation of accounts or reduction or waiver of the Target Program fee will be
permitted subject to confirmation of the account's entitlement.

Shares of the Portfolios are available to (i) participants in the Target
Program with payment of the Target Program Fee and (ii) to banks, trust
companies and other investment advisory services and certain fee-based programs
sponsored by Prudential Securities and 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
PIFM 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. In addition, the Target Program fee may be waived in whole or in part for
certain banks, trust companies or unaffiliated investment advisers who maintain
securities accounts with Prudential

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Securities as well as personal trusts which are part of The Prudential Bank
Personal Trust Program administered by Prudential Bank & Trust (as trustee) or
an affiliate thereof. Parties interested in utilizing the Portfolios should
contact the Trust or Prudential Securities. The Target Program and the Trust are
designed to help investors devise an asset allocation strategy to meet their
individual needs as well as selecting individual investments within each asset
category among the choices available.

THE TARGET PROGRAM. Prudential Securities, through the Target Program,
provides advisory services in connection with investments among the Portfolios
by identifying the investor's investment objectives, preferences and risk
tolerances through evaluation of a Questionnaire; identifying and recommending
in writing an appropriate allocation of assets among the Portfolios that conform
to those objectives, preferences and risk tolerances in an Evaluation; and
providing a quarterly account statement (Quarterly Account Monitor). Prudential
Securities will not have any investment discretion over the investor's Target
Program account; all investment decisions ultimately rest with the investor.

Under the Target Program, financial advisors of Prudential Securities
provide services to the investor by assisting the investor in identifying his or
her financial characteristics and completing the investor Questionnaire.
Prudential Securities has contracted with Ibbotson Associates, Inc., Chicago, an
investment consulting, data and software firm, to develop an investment profile
matrix and asset allocation methodology to assist it in translating investor
needs, preferences and attitudes identified from the Questionnaire into
suggested portfolio allocations. Financial advisors may also review the
Evaluation and Quarterly Account Monitor with the investor, monitor identified
changes in the investor's financial characteristics, assist the investor in
preparing a revised Questionnaire, and communicate any changes to Prudential
Securities for reevaluation.

Prudential Securities is paid a quarterly fee for the services comprising
the Target Program. For non-Plan accounts, the quarterly advisory fee is charged
at the maximum annual rate of 1.5% of assets held in a Target Program account
invested in equity portfolios and 1.0% of assets held in a Target Program
account invested in income portfolios. For Plan accounts, the quarterly advisory
fee is charged at the maximum annual rate of 1.25% of assets held in a Target
Program account invested in equity portfolios and 1.35% of assets held in a
Target Program account invested in income portfolios. The advisory fees may be
modified or changed by Prudential Securities upon notice to account holders.
Plan accounts and non-Plan accounts may elect to have their Target Program fee
either automatically charged to their securities account or billed to them
quarterly. For accounts that are billed, the initial fee is payable by check
within forty-five calendar days after the trade date. The initial fee is based
on the value of shares in the securities account and the mix of Target
Portfolios on the initial trade date. The initial fee covers the period from the
initial trade date through the last day of the calendar quarter, and is
pro-rated accordingly. Thereafter, quarterly fees cover the current calendar
quarter. The quarterly fee is payable on the sixth business day of the current
quarter or, for accounts that are billed quarterly, forty-five calendar days
after the end of the previous calendar quarter, by check. All fees will be
reflected in a monthly securities account statement sent to the investor. If the
investor pays by automatic debit to its securities account and there are
insufficient liquid assets (in the form of cash or shares of non-Target money
market funds) in the account to pay the Program fee, PSI will automatically
redeem, in accordance with its policy then in effect, an appropriate number of
shares of the investor's Target Portfolios (i) for non-

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Plan accounts from the investor's largest Target Portfolio and (ii) for Plan
accounts from all of the investor's Target Portfolios on a pro rata basis. If
the investor is billed for the Program fee and does not pay such fee when due,
then PSI will automatically debit the investor's securities account for such
fee. If there are insufficient liquid assets in the account to pay the fee, then
PSI will automatically redeem an appropriate number of shares of the investor's
Target Portfolios. The advisory fee is subject to negotiation when assets in the
Target Program exceed $100,000 based on a number of factors including, but not
limited to, the size of the account and other accounts with Prudential
Securities. An independent plan fiduciary should consider, in a prudent manner,
the relationship of the fees to be paid by its Plan along with the level of
services provided by Prudential Securities.

Financial advisors receive a portion of any fee paid by Target Program
clients for participation in the Target Program. As the quarterly fee paid by
non-Plan investors for investments in an equity portfolio is greater than the
quarterly fee paid by non-Plan investors for investments in an income portfolio,
Prudential Securities will receive greater compensation if a non-Plan Target
Program client invests in equity portfolios rather than income portfolios.
Consequently, Prudential Securities, when making asset allocation
recommendations for non-Plan Target Program clients will be presented with a
conflict of interest as to the specific Portfolios recommended for investment.

For participants in the Target Program, shares of the Portfolios may be
purchased directly through Prudential Securities only after the completion and
processing of the client's Target Program investment advisory agreement. The
offering price is the net asset value per share next determined following
receipt of an order by Prudential Securities. Shareholders will not receive
share certificates, as the Trust does not issue share certificates.

HOW TO SELL SHARES

Shares of the Portfolios may be redeemed at any time for cash at the net
asset value per share next determined after the redemption request is received.
Investors wishing to redeem their shares in a Portfolio should contact their
Prudential Securities financial advisor or Prusec registered representative.
Payment for shares presented for redemption will be made by check within seven
days after receipt by Prudential Securities of a redemption request. Such
payment may be postponed or the right of redemption suspended at times (a) when
the New York Stock Exchange is closed for other than customary weekends and
holidays, (b) when trading on such Exchange is restricted, (c) when an emergency
exists as a result of which disposal by a Portfolio of securities owned by it is
not reasonably practicable or it is not reasonably practicable for a Portfolio
fairly to determine the value of its net assets, or (d) during any other period
when the Commission, by order, so permits; provided that applicable rules and
regulations of the Commission shall govern as to whether the conditions
prescribed in (b), (c) or (d) exist. If a Target Program account is terminated,
including a termination of such an account by Prudential Securities or Prusec,
all shares of the Portfolios held in that account must be redeemed.

The Trust may redeem shares when a Target Program participant's account
value falls below $10,000 by reason other than (i) fluctuations in the
participant's account net asset value or (ii) redemptions to pay Target Program
fees if the investor does not restore the share value to more than $10,000
within 30 days after written notice by the Trust.

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SHAREHOLDER SERVICES

EXCHANGE PRIVILEGE. Shares of a Portfolio may be exchanged without payment
of any exchange fee for shares of another Portfolio at their respective net
asset values. There are no exchange privileges between the Portfolios and other
Prudential Mutual Funds.

An exchange of shares is treated for federal income tax purposes as a
redemption (sale) of shares in exchange by the shareholder, and an exchanging
shareholder may, therefore, realize a taxable gain or loss in connection with
the exchange.

FREQUENT TRADING. The Trust and the Portfolios are not intended to serve
as vehicles for frequent trading in response to short-term fluctuations in the
market. Due to the disruptive effect that market timing investment strategies
and excessive trading can have on efficient portfolio management, the Trust
reserves the right to refuse purchase orders and exchanges by any person, group
or commonly controlled accounts, if, in the Manager's sole judgment, such
person, group or accounts were following a market timing strategy or were
otherwise engaging in excessive trading (Market Timers).

To implement this authority to protect the Trust and its shareholders from
excessive trading, the Trust will reject all exchanges and purchases from a
Market Timer unless the Market Timer has entered into a written agreement with
the Trust or its affiliates pursuant to which the Market Timer has agreed to
abide by certain procedures, which include a daily dollar limit on trading. The
Trust may notify the Market Timer of rejection of an exchange or purchase order
subsequent to the day on which the order was placed.

For further information regarding the exchange privilege, investors should
contact their Prudential Securities financial advisor. Prudential Securities
reserves the right to reject any exchange request and the exchange privilege may
be modified or terminated after 60 days' written notice.

TAXES, DIVIDENDS AND DISTRIBUTIONS

Each Portfolio has elected to qualify and intends to remain qualified as a
regulated investment company under the Internal Revenue Code. Accordingly, each
Portfolio will not be subject to federal income taxes on its net investment
income and net capital gains (i.e., the excess of net long-term capital gains
over net short-term capital losses), if any, that it distributes to its
shareholders.

Any dividends out of net investment income, together with distributions of
net short-term gains (i.e., the excess of net short-term capital gains over net
long-term capital losses) distributed to shareholders will be taxable as
ordinary income to the shareholder whether or not reinvested. To the extent a
Portfolio's income is derived from certain dividends received from domestic
corporations, a portion of the dividends paid to corporate shareholders of the
Portfolio will be eligible for the 70% dividends received deduction. Any net
capital gains distributed to shareholders will be taxable as long-term capital
gains to the shareholders, whether or not reinvested and regardless of the
length of time a shareholder has owned his or her shares. The maximum long-term
capital gains rate for individual shareholders for securities held between 12
and 18 months is currently 28% and for securities held more than 18 months is
20%. The maximum tax rate for ordinary income is 39.6%. The maximum long-term
capital gains rate for corporate shareholders currently is the same as the
maximum tax rate for ordinary income.

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Both regular and capital gains dividends are taxable to shareholders in the
year in which received, whether they are received in cash or additional shares.
In addition, certain dividends declared by the Fund will be treated as received
by shareholders on December 31 of the year the dividends are declared. This rule
applies to dividends declared by the Fund in October, November or December of a
calendar year, payable to shareholders of record on a date in any such month, if
such dividends are paid during January of the following calendar year.

Dividends attributable to the net investment income of the U.S. Government
Money Market Portfolio, Intermediate-Term Bond Portfolio, Mortgage Backed
Securities Portfolio, Total Return Bond Portfolio and International Bond
Portfolio will be declared daily and paid monthly. Shareholders of those
Portfolios receive dividends from the day following the purchase up to and
including the date of redemption. Dividends attributable to the net investment
income of the Large Capitalization Value Portfolio, Large Capitalization Growth
Portfolio, Small Capitalization Value Portfolio, Small Capitalization Growth
Portfolio and International Equity Portfolio will be declared and paid annually.
Distributions of any net realized long-term and short-term capital gains earned
by a Portfolio will be made at least annually.

Any gain or loss realized upon a sale or redemption of shares by a
shareholder who is not a dealer in securities will generally be treated as
long-term capital gain or loss if the shares have been held more than one year
and otherwise as short-term capital gain or loss. Any such loss with respect to
shares that are held for six months or less, however, will be treated as a
long-term capital loss to the extent of any capital gain distributions received
by the shareholder. Gain or loss on shares held more than 18 months will be
considered in determining a holder's adjusted net capital gain subject to a
maximum tax rate of 20%. Additionally, a capital loss realized upon a sale or
redemption of shares in a Portfolio will be deferred under the "wash sale" rules
of the Internal Revenue Code if the shareholder acquires shares in such
Portfolio during the 61-day period beginning 30 days before and ending 30 days
after the sale which gave rise to the loss.

Net investment income or capital gains earned by a Portfolio from foreign
securities may be subject to foreign income taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries that
entitle the Portfolios to a reduced rate of tax or exemption from tax on this
related income and gains. It is impossible to determine the effective rate of
foreign tax in advance since the amount of the Portfolio's assets to be invested
within various countries is not known. The Portfolios intend to operate so as to
qualify for treaty-reduced rates of tax where applicable. Furthermore, if a
Portfolio qualifies as a regulated investment company, if certain distribution
requirements are satisfied, and if more than 50% of the value of the Portfolio's
assets at the close of the taxable year consists of stocks or securities of
foreign corporations, the Portfolio may elect, for U.S. federal income tax
purposes, to treat foreign income taxes paid by the Portfolio that can be
treated as income taxes under U.S. income tax principles as paid by its
shareholders. If the Portfolio were to make an election, an amount equal to the
foreign income taxes paid by the Portfolio would be included in the income of
its shareholders and the shareholders would be entitled to credit their portions
of this amount against their U.S. tax liabilities, if any, or to deduct such
portions from their U.S. taxable income, if any. Shortly after any year for
which it makes an election, the Portfolio will report to its shareholders, in
writing, the amount per share of foreign tax that must be included in each
shareholder's gross income and the amount which will be available for deduction
or credit. No deduction for foreign taxes may be claimed by a non-corporate
shareholder who does not itemize deductions. Certain limitations will be imposed
on the extent to which the

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credit for foreign taxes may be claimed. As a result of the election,
shareholders who are non-resident alien individuals or foreign entities may be
subject to additional U.S. withholding tax on the foreign taxes deemed
distributed pursuant thereto, but be unable to claim a deduction or credit for
such taxes in the U.S. Except in the case of the International Equity Portfolio
and the International Bond Portfolio, it is not anticipated that any Portfolio
will satisfy the requirements for making the election to treat shareholders as
having paid foreign taxes paid by a Portfolio.

A Portfolio may, from time to time, invest in Passive Foreign Investment
Companies (PFICs). PFICs are foreign corporations which derive a majority of
their income from passive sources. For tax purposes, a Portfolio's investments
in PFICs are subject to special tax provisions that may result in the taxation
of certain gains realized and unrealized by the Portfolio.

Under the Internal Revenue Code, special rules apply to the treatment of
certain options and futures contracts (Section 1256 contracts). At the end of
each year, such investments held by a Portfolio will be required to be "marked
to market" for federal income tax purposes; that is, treated as having been sold
at market value. Sixty percent of any gain or loss recognized on these "deemed
sales" and on actual dispositions may be treated as long-term capital gain or
loss, and the remainder will be treated as short-term capital gain or loss. See
"Taxes, Dividends and Distributions" in the Statement of Additional Information.

Gains or losses on disposition of debt securities denominated in a foreign
currency attributable to fluctuations in the value of foreign currency between
the date of acquisition of the security and the date of disposition may be
treated as ordinary gain or loss. These gains or losses increase or decrease the
amount of a Portfolio's investment company taxable income available to be
distributed to shareholders as ordinary income, rather than increasing or
decreasing the amount of the Portfolio's net capital gain. If currency
fluctuation losses exceed other investment company taxable income during a
taxable year, distributions made by the Portfolio during the year would be
characterized as a return of capital to shareholders, reducing the shareholder's
basis in their Portfolio shares.

For most non-Plan investors who are individuals and for Plans which pay the
Target Program fee by check, the Target Program fee may be treated as a
"miscellaneous itemized deduction" for federal income tax purposes. Under
current federal income tax law, an individual's miscellaneous itemized
deductions for any taxable year shall be allowed as a deduction only to the
extent that the aggregate of these deductions exceeds 2% of adjusted gross
income.

Under the Internal Revenue Code, each Portfolio is required to withhold and
remit to the U.S. Treasury 31% of dividend, capital gain income and redemption
proceeds on the accounts of certain shareholders who fail to furnish their
correct tax identification numbers on IRS Form W-9 (or IRS Form W-8 in the case
of certain foreign shareholders) with the required certifications regarding the
shareholder's status under the federal income tax law, or otherwise are subject
to backup withholding.

Any dividends out of net investment income and short-term capital gains
paid to a foreign shareholder will generally be subject to U.S. withholding tax
of 30% (or lower treaty rate if applicable).

As a result of the allocation and any reallocation of assets between the
two Advisers of each of the four domestic equity Portfolios of the Fund, with
respect to those Portfolios, there may be tax ramifications relating to the sale
of assets in the form of increased short-term or long-term capital

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gains. As described above, net short-term gains derived by a Portfolio are taxed
as ordinary income. Additionally, Portfolios may also be subject to the "wash
sale" rules of the Internal Revenue Code as described above.

Dividends and distributions will be paid in additional Portfolio shares, at
net asset value computed on the payment date and record date, respectively, or
such other date as the Trustees may determine, unless the shareholder elects in
writing not less than five business days prior to the record date to receive
such dividends and distributions in cash. Such election should be submitted to
the Trust or the investor's financial advisor. Shareholders investing through
Plan accounts cannot elect to receive dividends and distributions in cash. Each
Portfolio will notify each shareholder after the close of each Portfolio's
taxable year of both the dollar amount and the taxable status of that year's
dividends and distributions.

If you buy shares on or immediately before the record date (the date that
determines who receives the dividend), you will receive a portion of the money
you invested as a taxable dividend. Therefore you should consider the timing of
dividends when buying shares of a Portfolio.

The foregoing is a general summary of the U.S. federal income tax
consequences of investing in a Portfolio. Shareholders are advised to consult
their own tax advisers regarding specific questions as to federal, state, local
or foreign taxes. See "Taxes, Dividends and Distributions" in the Statement of
Additional Information.

GENERAL INFORMATION

PERFORMANCE INFORMATION

U.S. GOVERNMENT MONEY MARKET PORTFOLIO

From time to time the U.S. Government Money Market Portfolio may advertise
its current yield based on the net change, exclusive of realized and unrealized
gains or losses, in the value of a hypothetical account over a seven calendar
day base period. The U.S. Government Money Market Portfolio also calculates its
effective annual yield, assuming weekly compounding, and its tax-equivalent
yield. Tax-equivalent yield shows the taxable yield an investor would have to
earn from a fully taxable investment in order to equal an after tax yield
equivalent to the Portfolio's tax-free yield and is calculated by dividing the
Portfolio's current or effective yield by the result of one minus a certain
state tax rate. The yield will fluctuate from time to time and is not intended
to indicate and is not necessarily representative of future performance.

OTHER PORTFOLIOS

FROM TIME TO TIME THE TRUST MAY ADVERTISE A PORTFOLIO'S AVERAGE ANNUAL
TOTAL RETURN, AGGREGATE TOTAL RETURN AND YIELD IN ADVERTISEMENTS OR SALES
LITERATURE. These figures are based on historical earnings and are not intended
to indicate future performance. The total return shows how much an investment in
a Portfolio of the Trust would have increased (decreased) over a specified
period of time (i.e., one, five or ten years or since inception of the
Portfolio) assuming that all distributions and dividends paid by the Portfolio
were reinvested on the reinvestment dates during the period and less all
recurring fees. The aggregate total return reflects actual performance over a
stated period of time. Average annual total return is a hypothetical rate of
return that, if achieved annually, would have produced the same aggregate total
return if performance had been constant over the entire

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period. Average annual total return smooths out variations in performance.
Neither average annual total return nor aggregate total return takes into
account any federal or state income taxes which may be payable upon redemption.
The Trust may also from time to time advertise the 30-day yield of a Portfolio.
The yield refers to the income generated by an investment in a Portfolio over a
one-month or 30-day period. This income is then "annualized," that is, the
amount of income generated by the investment during that 30-day period is
assumed to be generated each 30-day period for twelve periods and is shown as a
percentage of the investment. The income earned on the investment is also
assumed to be reinvested at the end of the sixth 30-day period. The Trust may
also include comparative performance information for its Portfolios in
advertising or marketing the Trust's shares. Such performance information may
include data from Lipper Analytical Services, Inc., Morningstar Publications,
Inc., other industry publications, business periodicals, and market indices. See
"Performance Information" in the Statement of Additional Information. Further
performance information is contained in the Trust's annual report to
shareholders which is available without charge. You may request copies of such
reports by calling (800) 225-1852 or by writing to the Fund at Gateway Center
Three, 100 Mulberry Street, Newark, New Jersey 07102-4077.

DESCRIPTION OF SHARES

The Trust, organized as an unincorporated business trust in 1992 under the
laws of Delaware, is a trust fund of the type commonly known as a "business
trust."

The shareholders of the Portfolios are each entitled to a full vote for
each full share of beneficial interest (par value $.001 per share) held (and
fractional votes for fractional shares). Shares of each Portfolio are entitled
to vote as a class only to the extent required by the provisions of the
Investment Company Act or as otherwise permitted by the Trustees in their sole
discretion. Pursuant to the Investment Company Act, shareholders of each
Portfolio have to approve changes in certain investment policies of a Portfolio.

It is the intention of the Trust not to hold Annual Meetings of
Shareholders. The Trustees may call Special Meetings of Shareholders for action
by shareholder vote as may be required by the Investment Company Act or the
Declaration of Trust. Shareholders have certain rights, including the right to
call a meeting upon a vote of 10% of the Trust's outstanding shares for the
purpose of voting on the removal of one or more Trustees. The Trust may from
time to time, in its discretion and pursuant to applicable regulations, add
additional Portfolios to the Trust or, with the approval of the Shareholders of
an existing Portfolio, if necessary, terminate one or more of the Portfolios.

As of February 20, 1998, Prudential Securities was the record owner for
other beneficial owners of substantially all outstanding shares of each
Portfolio of the Trust.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as custodian for the Trust's portfolio securities
and cash and, in that capacity, maintains certain financial and accounting books
and records pursuant to an agreement with the Trust. Its mailing address is P.O.
Box 9131, Boston, Massachusetts 02105.

Prudential Mutual Fund Services LLC (PMFS), Raritan Plaza One, Edison, New
Jersey 08837, serves as Transfer Agent and Dividend Disbursing Agent and in
those capacities maintains certain books and records for the Trust. PMFS is a
wholly-owned subsidiary of PIFM. Its mailing address is P.O. Box 15005, New
Brunswick, New Jersey 08906-5005.

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ADDITIONAL INFORMATION

This Prospectus, including the Statement of Additional Information which
has been incorporated by reference herein, does not contain all the information
set forth in the Registration Statement filed by the Trust with the Commission
under the Securities Act of 1933. Copies of the Registration Statement may be
obtained at a reasonable charge from the Commission or may be examined, without
charge, at the office of the Commission in Washington, D.C.

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APPENDIX I

DESCRIPTION OF SECURITY RATINGS

DESCRIPTION OF S&P CORPORATE BOND RATINGS:

AAA -- Debt rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.

AA -- Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

A -- Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB and B -- Debt rated BB and B is regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB represents a lower degree of
speculation than B. While such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
exposures to adverse conditions.

DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS:

Aaa -- Bonds rated Aaa are judged to be the best quality. They carry the
smallest degree of Investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of these issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically

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unreliable over any great length of time. Such bonds lack outstanding Investment
characteristics and in fact have speculative characteristics as well.

Ba -- Bonds which are rated Ba are judged to have speculative elements:
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of the
desirable Investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Moody's applies the numerical modifiers 1, 2 and 3 to each generic rating
classification from Aa through B. The modifier 1 indicates that the security
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates that the issue ranks in the
lower end of its generic rating category.

DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS:

An S&P's commercial paper rating is a current assessment of the likelihood
of timely payment of debt considered short-term in the relevant market.

Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payment is strong. Capacity for timely payment on commercial
paper rated A-2 is satisfactory, but the relative degree of safety is not as
high as for Issues designated A-1.

DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS:

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's, issuers rated Prime-1 (or supporting institutions) are considered to
have a superior capacity for repayment of senior short-term debt obligations.

Issuers rated Prime-2 (or supporting institutions) are considered to have a
strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics of issuers rated Prime-1
but to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternative
liquidity is maintained.

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APPENDIX II

EXEMPTIONS

The following is the text of the proposed and final exemptions from the
Department of Labor from certain provisions of the Employee Retirement Income
Security Act of 1974 relating to the purchase of shares and participation in
TARGET by certain retirement plans.

PROPOSED EXEMPTION

FEDERAL REGISTER
VOL. 58, No. 131
Monday, July 12, 1993
Notices

DEPARTMENT OF LABOR (DOL)
Pension and Welfare Benefits Administration (PWBA)
. . .

Prudential Mutual Fund Management, Inc. (PMF) Located in New York, NY

[Application No. D-9217]
PROPOSED EXEMPTION

SECTION I. COVERED TRANSACTIONS

The Department is considering granting an exemption under the authority of
section 408(a) of the Act and section 4975(c)(2) of the Code and in accordance
with the procedures set forth in 29 CFR part 2570, subpart B (55 FR 32836,
August 10, 1990). If the exemption is granted, the restrictions of section
406(a) of the Act and the sanctions resulting from the application of section
4975 of the Code, by reason of section 4975(c)(1)(A) through (D) of the Code,
shall not apply to the purchase or redemption of shares by an employee benefit
plan, an individual retirement account (the IRA) or a retirement plan for a
self-employed individual (the Keogh Plan; collectively, the Plans) in the Target
Portfolio Trust (the Trust) established in connection with such Plans'
participation in the Target Personal Investment Advisory Service (the Target
Program). In addition, the restrictions of section 406(b) of the Act and the
sanctions resulting from the application of section 4975 of the Code, by reason
of section 4975(c)(1)(E) and (F) of the Code, shall not apply to the provision,
by Prudential Securities Incorporated (Prudential Securities), of investment
advisory services to an independent fiduciary of a participating Plan (the
Independent Plan Fiduciary) which may result in such fiduciary's selection of
portfolios of the Trust (the Portfolios) in the Target Program for the
investment of Plan assets.

This exemption is subject to the following conditions that are set forth
below in Section II.

SECTION II. GENERAL CONDITIONS

(1) The participation of Plans in the Target Program is approved by an
Independent Plan Fiduciary. For purposes of this requirement, an employee,
officer or director of Prudential Securities and/or its affiliates covered by an
IRA not subject to Title I of the Act will be considered an Independent Plan
Fiduciary with respect to such IRA.

(2) The total fees paid to Prudential Securities and its affiliates
constitute no more than reasonable compensation.

(3) No Plan pays a fee or commission by reason of the acquisition or
redemption of shares in the Trust.

(4) The terms of each purchase or redemption of Trust shares remain at least
as favorable to an investing Plan as those obtainable in an arm's length
transaction with an unrelated party.

(5) Prudential Securities provides written documentation to an Independent
Plan Fiduciary of its recommendations or evaluations based upon objective
criteria.

(6) Any recommendation or evaluation made by Prudential Securities to an
Independent Plan Fiduciary are implemented only at the express direction of such
independent fiduciary.
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(7) Prudential Securities provides investment advice in writing to an
Independent Plan Fiduciary with respect to all available Portfolios.

(8) Any sub-adviser (the Sub-Adviser) that acts for the Trust to exercise
investment discretion over a Portfolio is independent of Prudential Securities
and its affiliates.

(9) The quarterly investment advisory fee that is paid by a Plan to
Prudential Securities for investment advisory services rendered to such Plan is
offset by such amount as is necessary to assure that PMF retains no more than 20
basis points from any Portfolio (with the exception of the U.S. Government Money
Market Portfolio for which PMF retains an investment management fee of 12.5
basis points) containing investments attributable to the Plan investor.

(10) With respect to its participation in the Target Program prior to
purchasing Trust shares,

(a) Each Plan receives the following written or oral disclosures or
questionnaires from Prudential Securities or the Trust:

(1) A copy of the prospectus (the Prospectus) for the Trust discussing
the investment objectives of the Portfolios comprising the Trust, the
policies employed to achieve these objectives, the corporate affiliation
existing between Prudential Securities, PMF and its subsidiaries, the
compensation paid to such entities and additional information explaining
the risks attendant to investing in the Trust.

(2) Upon written or oral request to Prudential Securities, the
Independent Plan Fiduciary will be given a Statement of Additional
Information supplementing the Prospectus which describes the types of
securities and other instruments in which the Portfolios may invest, the
investment policies and strategies that the Portfolios may utilize,
including a description of the risks.

(3) As applicable, an Investor Profile Questionnaire given to the
Independent Plan Fiduciary or eligible participant of a Plan providing
for participant-directed investments (the section 404(c) Plan).

(4) As applicable, a written analysis of Prudential Securities' asset
allocation decision and recommendation of specific Portfolios given to
the Independent Plan Fiduciary or the participant in a section 404(c)
Plan.

(5) A copy of the investment advisory agreement between Prudential
Securities and such Plan relating to participation in the Target Program.

(6) Upon written request to the Trust, a copy of the respective
investment advisory agreement between Prudential Securities and the
Sub-Advisers.

(7) As applicable, an explanation by a Prudential Securities Financial
Advisor (the Financial Advisor) to section 404(c) Plan participants or
the Independent Plan Fiduciary of the services offered under the Target
Program and the operation and objectives of the Portfolios.

(8) Copies of the proposed exemption and grant notice describing the
exemptive relief provided herein.

(b) If accepted as an investor in the Target Program, an Independent
Plan Fiduciary of an IRA or Keogh Plan, is required to acknowledge, in
writing to Prudential Securities, prior to purchasing Trust shares that such
fiduciary has received copies of the documents described in subparagraph
10(a) of this section.

(c) With respect to a section 404(c) Plan, written acknowledgment of the
receipt of such documents is provided by the Independent Plan Fiduciary
(i.e., the Plan administrator, trustee or named fiduciary, as the
recordholder of Trust shares, or, in some instances, the Plan participant).
Such Independent Plan Fiduciary will be required to represent in writing to
PMF that such fiduciary is (1) independent of PMF and its affiliates and (2)
knowledgeable with respect to the Plan in administrative matters and funding
matters related thereto, and able to make an informed decision concerning
participation in the Target Program.

(d) With respect to a Plan that is covered under title I of the Act,
where investment decisions are made by a trustee, investment manager or a
named fiduciary, such Independent Plan Fiduciary is required to acknowledge,
in writing, receipt of such documents and represent to PMF that such
fiduciary is (1) independent of PMF and its affiliates, (2) capable of
making an independent decision regarding the investment of Plan assets and
(3) knowledgeable with

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<PAGE> 65

respect to the Plan in administrative matters and funding matters related
thereto, and able to make an informed decision concerning participation in
the Target Program.

(11) Subsequent to its participation in the Target Program, each Plan
receives the following written or oral disclosures with respect to its ongoing
participation:

(a) Written confirmations of each purchase or redemption transaction by
the Plan with respect to a Portfolio.

(b) Telephone quotations from Prudential Securities of such Plan's
account balance.

(c) A monthly statement of account from Prudential Securities specifying
the net asset value of the Plan's investment in such account to the extent
there are transactions by the Plan.

(d) The Trust's semi-annual and annual report which will include
financial statements for the Trust and investment management fees paid by
each Portfolio.

(e) A written quarterly monitoring report (the Quarterly Account
Monitor) containing a record of the performance of the Plan's assets
invested in the Target Program, the rates of return received by the Plan
with respect to such investments, the Plan's actual portfolio with a
breakdown of investments made in each Portfolio, year to date and cumulative
realized gains and losses and income received from each Portfolio, a summary
of purchase, sale and exchange activity, dividends and interest received or
reinvested and market commentary. The Quarterly Account Monitor will also
contain an analysis and an evaluation of a Plan investor's account to
ascertain whether the Plan's investment objectives have been met and
recommending, if required, changes in Portfolio allocations.

(1) In the case of a section 404(c) Plan where the Independent Plan
Fiduciary has established an omnibus account in the name of the Plan (the
Undisclosed Account) with Prudential Securities, the Quarterly Account
Monitor will be provided to the Independent Plan Fiduciary.

(2) In the case of a section 404(c) Plan where the Independent Plan
Fiduciary opens an account for each Plan participant (the Disclosed
Account), the Quarterly Account Monitor will be furnished to each
participant and will set forth information pertaining to the
participant's individual account.

(f) Written disclosures to the Independent Plan Fiduciary, on a
quarterly and annual basis, of the (1) percentage of each Portfolio's
brokerage commissions that are paid to Prudential Securities and (2) the
average brokerage commission per share paid by each Portfolio to Prudential
Securities, as compared to the average brokerage commission per share paid
by the Trust to brokers other than Prudential Securities, both expressed as
cents per share.

(g) Periodic meetings with Financial Advisors, Independent Plan
Fiduciaries or if applicable, participants of Section 404(c) Plans, to
discuss the Quarterly Account Monitor or other questions that may arise.

(12) PMF maintains, for a period of six years, the records necessary to
enable the persons described in paragraph (13) of this section to determine
whether the conditions of this exemption have been met, except that (a) a
prohibited transaction will not be considered to have occurred if, due to
circumstances beyond the control of PMF and/or its affiliates, the records are
lost or destroyed prior to the end of the six year period, and (b) no party in
interest other than PMF shall be subject to the civil penalty that may be
assessed under section 502(i) of the Act, or to the taxes imposed by section
4975(a) and (b) of the Code, if the records are not maintained, or are not
available for examination as required by paragraph (13) below.

(13)(a) Except as provided in section (b) of this paragraph and
notwithstanding any provisions of subsections (a)(2) and (b) of section 504 of
the Act, the records referred to in paragraph (14) of this section are
unconditionally available at their customary location during normal business
hours by:

(1) Any duly authorized employee or representative of the Department or
the Internal Revenue Service (the Service);

(2) Any fiduciary of a participating Plan or any duly authorized
representative of such fiduciary;

(3) Any contributing employer to any participating Plan or any duly
authorized employee representative of such employer; and

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<PAGE> 66

(4) Any participant or beneficiary of any participating Plan, or any
duly authorized representative of such participant or beneficiary.

(b) None of the persons described above in subparagraphs (2)-(4) of this
paragraph (13) are authorized to examine the trade secrets of PMF or
commercial or financial information which is privileged or confidential.

SECTION III. DEFINITIONS

For purposes of this exemption:

(1) An "affiliate" of Prudential Securities includes --

(a) Any person directly or indirectly through one or more
intermediaries, controlling, controlled by, or under common control with
Prudential Securities. (For purposes of this subsection, the term "control"
means the power to exercise a controlling influence over the management or
policies of a person other than an individual.)

(b) Any officer, director or partner in such person, and

(2) An "Independent Plan Fiduciary" is a Plan fiduciary which is
independent of Prudential Securities and its affiliates and is either

(a) A Plan administrator, trustee or named fiduciary, as the
recordholder of Trust shares of a Section 404(c) Plan,

(b) A participant in a Keogh Plan,

(d) A trustee, investment manager or named fiduciary responsible for
investment decisions in the case of a title I Plan that does not permit
individual direction as contemplated by section 404(c) of the Act.

Effective date: If granted, this proposed exemption will be effective
March 15, 1993.

SUMMARY OF FACTS AND REPRESENTATIONS

1. The parties to the transactions are as follows:

a. Prudential Securities, located in New York, New York, is an indirect,
wholly owned subsidiary of the Prudential Insurance Company of America
(Prudential), the largest insurance company in the United States and the
second largest insurance company in the world. Prudential Securities offers
a broad spectrum of financial services to both individual and institutional
investors including cash management services, retirement and financial
planning services, mutual funds, investment management services and
insurance and annuity services. Among these services are a variety of asset
allocation programs. The investment management and financial services that
comprise Prudential Securities are involved with the management of more than
$50 billion in assets. Prudential Securities assists investors in selecting
Portfolios for investment in the Trust. In addition, Prudential Securities
serves as the distributor of Trust shares and provides investment allocation
advice to investors.

b. PMF, which is located in New York, New York, is an indirect wholly
owned subsidiary of Prudential. PMF is a registered investment adviser under
the Investment Advisers Act of 1940, as amended (the 1940 Act). PMF was
incorporated in May 1987 under the laws of the State of Delaware.

Currently, PMF is the investment manager to 35 open-end investment
companies, constituting all of the Prudential mutual funds. In addition, PMF
serves as investment manager or administrator to 19 closed-end investment
companies. These companies collectively have total assets of approximately
$41 billion. PMF serves as the investment manager of the Trust and the
underlying Portfolios.

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<PAGE> 67

c. Prudential Mutual Fund Services, Inc. (PMFS) of Edison, New Jersey is
a wholly owned subsidiary of PMF. PMFS will serve as Transfer Agent and
Dividend Disbursing Agent for the Trust. In these capacities, PMFS maintains
certain books and records for the Trust.

d. Ibbotson Associates, Inc. (Ibbotson) of Chicago, Illinois, is an
investment consulting, data and software products firm that specializes in
applying investment theories and empirical findings to current business
practice. Ibbotson is not related to Prudential or its affiliates. Ibbotson
has developed software for the Target Program (described herein) which
involve investment profile matrices and asset allocation methodologies.
These matrices and methodologies translate investor needs, preferences and
attitudes into suggested portfolio allocations. Ibbotson will maintain and
update the software package from time to time as deemed appropriate by
Prudential Securities.

2. On July 31, 1992, Prudential Securities formed the Trust, a no load,
open-end, diversified management investment company registered under the
Investment Company Act of 1940, as amended. The Trust is organized as a Delaware
business trust and it has an indefinite duration. As of September 22, 1992, the
Trust had no assets.

The Trust consists of nine different portfolios which range from the U.S.
Government Money Market Portfolio to the International Equity Portfolio and
which pay monthly or annual dividends to investors. The composition of the
Portfolios covers a spectrum of investments which include U.S.
Government-related securities or equity or debt securities issued by foreign or
domestic corporations. The Portfolios are further categorized under two major
groupings-Equity and Income. No Portfolio of the Trust is permitted to invest
any of its assets in securities issued by Prudential Securities or companies
which are directly or indirectly controlled by, or under common control with
Prudential Securities. Further, no Portfolio of the Trust may engage in
principal transactions with Prudential Securities or its affiliates.

3. Shares in the Trust are being offered by Prudential Securities, as
distributor, to participants in the Target Program. The Target Program is an
investment advisory service pursuant to which the Asset Management Group of
Prudential Securities, in its capacity as investment adviser to participants in
the Target Program, in conjunction with Ibbotson, directly provides to investors
asset allocation recommendations and related services with respect to the
Portfolios based on an evaluation of an investor's investment objectives and
risk tolerances.

The Target Program is designed for mid-sized investors with assets of
$10,000 - $1 million. To participate in the Trust, each investor must open a
brokerage account with Prudential Securities by making a current, minimum
initial investment of $10,000.(3)

Although PMF anticipates that investors in the Trust will consist of
institutions and individuals, it is proposed that prospective investors include
Plans for which PMF may or may not currently maintain investment accounts. A
majority of these Plans may be IRAs or Keogh Plans. In addition, it is proposed
that Plans for which PMF or an affiliate serves as a prototype sponsor and/or a
nondiscretionary trustee or custodian be permitted to invest in the Trust.(4)

The applicants represent that the initial purchase of shares in the Trust by
a Plan may give rise to a prohibited transaction where PMF or an affiliate has a
party in interest relationship with the Plan. PMF also acknowledges that a
prohibited

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3 Shares in the Trust are not certificated for reasons of economy and
convenience. PMFS, the Trust's transfer agent, however, maintains a record of
each investor's ownership of shares. Although Trust shares are transferable
and accord voting rights to their owners, they do not confer pre-emptive
rights (i.e., the privilege of a shareholder to maintain a proportionate share
of ownership of a company by purchasing a proportionate share of any new stock
issues). PMF represents that in the context of an open-end investment company
that continuously issues and redeems shares, a pre- emptive right would make
the normal operations of the Trust impossible.
As for the voting rights, PMF states that they are accorded to recordholders
of Trust shares. PMF notes that a recordholder of Trust shares may determine
to seek the submission of proxies by Plan participants and vote Trust shares
accordingly. In the case of individual account plans such as Section 404(c)
Plans, PMF believes that most Plans will pass-through the vote to participants
on a pro-rata basis.

4 The Department notes that the general standards of fiduciary conduct
promulgated under the Act would apply to the participation in the Target
Program by an Independent Plan Fiduciary. Section 404 of the Act requires
that a fiduciary discharge his duties respecting a plan solely in the
interest of the plan's participants and beneficiaries and in a prudent
fashion. Accordingly, an Independent Plan Fiduciary must act prudently with
respect to the decision to enter into the Target Program with Prudential
Securities as well as with respect to the negotiation of services that will
be performed thereunder and the compensation that will be paid to Prudential
Securities and its affiliates. The Department expects that an Independent
Plan Fiduciary, prior to entering into the Target Program, to understand
fully all aspects of such arrangement following disclosure by Prudential
Securities of all relevant information.
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<PAGE> 68

transaction could arise upon a subsequent purchase or redemption of shares in
the Trust by a participating Plan inasmuch as the party in interest relationship
between PMF and the Plan may have been established at that point.

Accordingly, the applicants have requested retroactive exemptive relief from
the Department with respect to the purchase and redemption from Prudential
Securities of shares in the Trust by a participating Plan where Prudential
Securities does not (a) sponsor the Plan (other than serving as a prototype
sponsor) or (b) exercise discretionary authority over such Plan's assets.(5) No
commissions or fees are being paid by a Plan with respect to the sale and
redemption transactions or a Plan's exchange of shares in a Portfolio for shares
of another Portfolio. If granted, the applicants request that the exemption be
made effective as of March 15, 1993.

4. Overall responsibility for the management and supervision of the Trust
and the Portfolios rests with the Trust's Board of Trustees (the Trustees) which
will initially be comprised of seven members. The Trustees approve all
significant agreements involving the Trust and the persons and companies that
provide services to the Trust and the Portfolios. Three of the Trustees and all
of the Trust's executive officers are affiliated with PMF and/or its affiliates.
The four remaining Trustees are not affiliated with PMF.

5. Under its management agreement entered into with the Trust, PMF, as
investment manager, manages the investment operations of the Trust, administers
the Trust's affairs and is responsible for the selection, subject to the review
and approval of the Trustees, of the Sub-Advisers of each Portfolio.(6)

Through the Target Program, Prudential Securities provides a Plan investor
with non-binding, asset allocation recommendations with respect to such
investor's investments in the Portfolios. In order to make these evaluations,
Prudential Securities will furnish copies of an Investor Profile Questionnaire,
designed to elicit information about the specific investment needs, objectives
and expectations of the investor, to the Independent Plan Fiduciary or
participant of a Title I Plan, as provided below, or to an IRA or a Keogh Plan.
In the case of a Plan where the Independent Plan Fiduciary has established a
Disclosed Account in the name of each Plan participant (such as in a section
404(c) Plan), Prudential Securities will furnish copies of the Investor Profile
Questionnaire to each of the Plan participants for response. However, if the
Independent Plan fiduciary establishes an Undisclosed Account with Prudential
Securities in the name of the Plan, Prudential Securities will provide the
Independent Plan Fiduciary, upon oral or written request and at no additional
cost, with sufficient copies of the Investor Profile Questionnaire so that the
Independent Plan Fiduciary may distribute such questionnaire to Plan
participants. Prudential Securities, if requested, will also perform, at no
additional cost, the asset allocation analyses for each of these participants.

6. Based upon data obtained from the Investor Profile Questionnaire,
Prudential Securities evaluates the investor's risk tolerances and financial
goals. Prudential Securities then provides investment advice as to the
appropriate mix of investment Portfolios of the Trust that are designed to
balance the investor's goals, objectives and risk tolerances as part of a
long-term investment strategy.

The applicants represent that Prudential Securities does not have any
discretionary authority or control with respect to the allocation of an
investor's assets among the Portfolios. In the case of an IRA or Keogh Plan, the
applicants represent that all of Prudential Securities' recommendations and
evaluations are presented to the Independent Plan Fiduciary and are implemented
only if accepted an acted upon by such Independent Plan Fiduciary. However, in
the case of a Plan such as a section 404(c) Plan, PMF represents that
Independent Plan Fiduciaries or participants in such Plan are presented with

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5 PMF represents that to the extent employee benefit plans that are maintained
by PMF purchase or redeem shares in the Trust, such transactions will meet the
provisions of Prohibited Transaction Exemption (PTE) 77-3 (42 FR 18734, April
8, 1977). The applicants further represent that, although the exemptive relief
proposed above would not permit PMF or an affiliate (while serving as a Plan
fiduciary with discretionary authority over the management of a Plan's assets)
to invest those assets over which it exercises discretionary authority in
Trust shares, a purchase or redemption of Trust shares under such
circumstances would be permissible if made in compliance with the terms and
conditions of PTE 77-4 (42 FR 18732, April 8, 1977). The Department expresses
no opinion herein as to whether such transactions will comply with the terms
and conditions of PTEs 77-3 and 77-4.

6 Subject to the supervision and direction of the Trustees, PMF provides to the
Trust investment management evaluation services principally by performing
initial review on prospective Sub-Advisers for each Portfolio and thereafter
monitoring each Sub-Adviser's performance. In evaluating prospective
Sub-Advisers, PMF considers, among other factors, each Sub- Adviser's level of
expertise, consistency of performance and investment discipline or philosophy.
PMF has the responsibility for communicating performance expectations and
evaluations to the Sub-Advisers and ultimately recommending to the Trustees
whether the Sub-Advisers' contracts should be renewed.
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<PAGE> 69

Prudential Securities' recommendations and evaluations depending upon the type
of account the Independent Plan Fiduciary has established with Prudential
Securities.

7. With respect to an Undisclosed Account, the applicants represent that
Prudential Securities' recommendations will be presented to the Independent Plan
Fiduciary and such fiduciary will advise Prudential Securities of the investment
to be made for the Plan. However, with respect to a Disclosed Account, the
applicants note that Prudential Securities' recommendations will be presented to
the participants who will be responsible for acting upon that recommendation.

8. The applicants note that not all of the services described above will be
provided to every Plan. The services provided to each Plan or to each Plan
participant will depend on what is decided upon by the Independent Plan
Fiduciary. The applicants represent that an Independent Plan Fiduciary may
decide for its own reasons to establish an Undisclosed Account with Prudential
Securities under which Prudential Securities is not required to provide
investment allocation services to each Plan participant. The applicants state
that an Independent Plan Fiduciary may already have an established relationship
with a recordkeeper which, depending on the recordkeeper's accounting system,
makes it administratively desirable for the Independent Plan Fiduciary to invest
a Plan's assets on an undisclosed basis instead of on a disclosed basis. The
recordkeeper would be responsible for making allocations to each participant's
account in the Plan.

However, if the Independent Plan Fiduciary requests a reduction in the level
of services, there will be no corresponding reduction in the fee that the
fiduciary pays Prudential Securities if the investment in the Target Program is
$100,000 or less. Only investments in excess of $100,000 in the Target Program
can result in the payment to Prudential Securities of a quarterly investment
allocation fee that is lower than 1.35 percent. (See Representation 17.)(7)

9. Based upon the investment advice and recommendations, which may or may
not be adopted, the Independent Plan Fiduciary, with respect to an Undisclosed
Account, the Plan participant, with respect to a Disclosed Account, or the IRA
or Keogh Plan participant, as applicable, selects the specific Portfolios.
Prudential Securities will continue to render Portfolio selection advice to
Plans or Plan fiduciaries relating to asset allocations among the selected
Portfolios.

10. As stated above, PMF is responsible, subject to the supervision and
direction of the Trustees, for selecting the Sub-Advisers which will provide
discretionary advisory services with respect to the investment of the assets of
the individual Portfolios on the basis of their performance in their respective
areas of expertise in asset management. PMF represents that there are presently
seven Sub-Advisers, all of which are independent of, and will remain independent
of, PMF and/or its affiliates(8). The Sub-Advisers are registered investment
advisers under the 1940 Act. They maintain their principal executive offices in
various regions of the United States.

11. Aside from the Investor Profile Questionnaire described above, in order
for a Plan to participate in the Target Program, Prudential Securities will
provide an Independent Plan Fiduciary with a copy of the Trust Prospectus. This
document discusses the investment objectives of the Portfolios comprising the
Trust, the policies employed to achieve these objectives, the corporate
affiliation existing between Prudential Securities, PMF and its subsidiaries,
the compensation paid to such entities and information explaining the risks
attendant to investing in the Trust. In addition, upon written or oral request
to Prudential Securities, the Independent Plan Fiduciary will be given a
Statement of Additional Information supplementing the Prospectus which describes
the types of securities and other instruments in which the Portfolios may
invest, the investment policies and strategies that the Portfolios may utilize
including a description of the risks.(9) Further, each Independent Plan
Fiduciary or if, applicable, Plan participant, will be given a copy of the
investment advisory agreement

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7 In this regard, the Department emphasizes that it expects the Independent
Plan Fiduciary to prudently consider the relationship of the fees to be paid
by the Plan to the level of services to be provided by Prudential Securities.
In light of the relatively fixed nature of the fees, Independent Plan
Fiduciaries should consider the appropriateness of this arrangement in the
context of a section 404(c) Plan where asset allocation advice is not provided
directly or indirectly to Plan participants.
In response to the Department's concern over this matter, Prudential
Securities represents that it will amend the Trust Prospectus and Investment
Advisory Agreement to include the following statement: "The Independent Plan
Fiduciary [has] [should] consider, in a prudent manner, the relationship of
the fees to be paid by the Plan along with the level of services provided by
Prudential Securities."

8 Although there are presently nine Portfolios comprising the Trust, there are
only seven Sub-Advisers because two of the Sub-Advisers manage two Portfolios.

9 In the case of a section 404(c) Plan, Prudential Securities represents that
the Plan administrator, trustee or named fiduciary, as the recordholder of
Trust shares, will make available the Trust Prospectus to section 404(c) Plan
participants. If requested by such Plan administrator, trustee or named
fiduciary, the Prudential Securities will make available to such Independent
Plan Fiduciaries sufficient quantities of Prospectuses for distribution to
Plan participants, as well as provide Statements of Additional Information to
any parties upon request.
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between Prudential Securities and such Plan relating to participation in the
Target Program including copies of the notice of proposed exemption and grant
notice for the exemptive relief provided herein. Upon written request to the
Trust, Prudential Securities will also provide an Independent Plan Fiduciary or
if applicable, Plan participant, with a copy of the respective investment
advisory agreement between PMF and the Sub-Advisers. (Independent Plan
Fiduciaries or Plan participants will be apprised by Prudential Securities that
they may receive the aforementioned information in sales and marketing material
and/or in communications made by brokers.)

With respect to a section 404(c) Plan, Financial Advisors affiliated with
Prudential Securities will also explain the services offered under the Target
Program as well as the operation and objectives of the Portfolios to either the
Independent Plan Fiduciary or to eligible section 404(c) Plan participants
depending upon the type of account the Independent Plan Fiduciary establishes
with Prudential Securities.(10)

If accepted as a Trust investor, an Independent Plan Fiduciary will be
required by Prudential Securities to acknowledge, in writing, prior to
purchasing Trust shares, that such fiduciary has received copies of the
aforementioned documents. With respect to a Plan that is covered by title I of
the Act (e.g., a defined contribution plan), where investment decisions will be
made by a trustee, investment manager or a named fiduciary, Prudential
Securities will require that such Independent Plan Fiduciary acknowledge in
writing receipt of such documents and represent to Prudential Securities that
such fiduciary is (a) independent of Prudential Securities and its affiliates,
(b) capable of making an independent decision regarding the investment of Plan
assets and (c) knowledgeable with respect to the Plan in administrative matters
and funding matters related thereto, and able to make an informed decision
concerning participation in the Target Program. With respect to a section 404(c)
Plan, written acknowledgment of the receipt of such documents will be provided
by the Independent Plan Fiduciary (i.e., the Plan administrator, trustee or
named fiduciary, as the recordholder of Trust shares, or in some instances, the
Plan participant). Such Independent Plan Fiduciary will be required to
represent, in writing, to Prudential Securities that such fiduciary is (a)
independent of Prudential Securities and its affiliates and (b) knowledgeable
with respect to the Plan in administrative matters and funding matters related
thereto, and able to make an informed decision concerning participation in the
Target Program.

12. Prudential Securities will provide all parties that execute the
investment advisory agreement and in whose name the Target Program account is
registered with written confirmations of each purchase and redemption of shares
of a Portfolio, telephone quotations of such investor's account balance, a
monthly statement of account specifying the net asset value of a Plan's assets
that are invested in such account (to the extent there are transactions
involving the account), and a written quarterly Target Program account
statement. The Quarterly Account Monitor is designed to include a record of the
performance of the client's assets and rates of return as compared to several
appropriate market indices (illustrated in a manner that reflects the effect of
any fees for participation in the Target Program actually incurred during the
period), the client's actual portfolio with a breakdown of investments made in
each Portfolio, year to date and cumulative realized gains and losses and income
received from each Portfolio, a summary of purchase, sale and exchange activity
and dividends and interest received or reinvested as well as a market
commentary. In addition, the Quarterly Account Monitor will contain an analysis
and an evaluation of a Plan investor's account to ascertain whether the Plan's
investment objectives have been met and recommending, if required, changes in
Portfolio allocations. The Quarterly Account Monitor is described in the summary
of the Target Program attached to the front of the Trust's Prospectus.

If an Independent Plan Fiduciary of a section 404(c) Plan opens a Disclosed
Account for each Plan participant, such participant will receive a Quarterly
Account Monitor reflecting information that pertains to the participant's
individual account. However, if an Independent Plan Fiduciary elects to
establish an Undisclosed Account with Prudential Securities, then Prudential
Securities will provide the Quarterly Account Monitor to the Independent Plan
Fiduciary. Such report will contain information relative to the Plan's account.

In addition, on both a quarterly and annual basis, commencing with the first
quarterly report due after this notice of proposed exemption is issued,
Prudential Securities will provide, as applicable, an Independent Plan Fiduciary
or a section 404(c) Plan participant with written disclosures of (a) the
percentage of each Portfolio's aggregate brokerage commissions that are paid to
Prudential Securities and (b) the average brokerage commission per share paid by
each

- ---------------

10 The Department is expressing no opinion as to whether the information
provided under the Target Program is sufficient to enable a participant to
exercise independent control over assets in his or her account as contemplated
by section 404(c) of the Act.
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Portfolio to Prudential Securities, as compared to the average brokerage
commission per share paid by each Portfolio to brokers other than Prudential
Securities, both expressed as cents per share. With respect to a Disclosed
Account established for a section 404(c) Plan participant, Prudential Securities
will provide the brokerage report to the participant and not to the Independent
Plan Fiduciary.

Further, the Independent Plan Fiduciary or section 404(c) Plan participant,
as applicable, will have access to a Financial Advisor for the discussion of any
questions that may arise.

13. A Plan wishing to redeem Trust shares must communicate such request in
writing or by telephone to Prudential Securities. Redemption requests received
in proper form prior to the close of trading on the New York Stock Exchange (the
NYSE) will be effected at the net asset value per share determined on that day.
Redemption requests received after the close of regular trading on the NYSE will
be effected at the net asset value at the close of business of the next day,
except on weekends or holidays when the NYSE is closed. A Portfolio is required
to transmit redemption proceeds for credit to an investor's account with PMF or
to an "introducing" broker(11) within 5 business days after receipt of the
redemption request. Prudential Securities will place redemption proceeds in the
client's brokerage account and will, in the absence of receiving investment
instructions, place all such assets in a money market fund (other than the
Trust's U.S. Government Money Market Portfolio) which may be affiliated with
Prudential Securities.(12)

Due to the high costs of maintaining small accounts, the Trust may also
redeem an account where the current value is $10,000 or less, provided the Plan
has been given at least 30 days' advance written notice in which to increase the
account balance to more than the $10,000 amount. The proceeds of such redemption
will be deposited in the investor's brokerage account unless Prudential
Securities is otherwise instructed.(13)

14. Shares of a Portfolio may be exchanged by an investor, without the
payment of any fees, for shares of another Portfolio at their respective net
asset values. However, Portfolio shares are not exchangeable with shares of
other Prudential Mutual Funds.

15. With respect to brokerage transactions that are entered into under the
Target Program for a Portfolio, such transactions may be executed through
Prudential Securities, if in the judgment of the Sub-Adviser, the use of such
broker-dealer is likely to result in price and execution at least as favorable,
and at a commission charge at least as comparable to those of other qualified
broker-dealers. In addition, Prudential Securities may not execute transactions
for a Portfolio on the floor of any national securities exchange but it may
effect transactions by transmitting orders to other brokers for execution. In
this regard, Prudential Securities is required to pay fees charged by those
persons performing the floor brokerage elements out of the brokerage
compensation it receives from a Portfolio.

16. Each Portfolio bears its own expenses, which generally include all costs
that are not specifically borne by PMF, Prudential Securities, the Sub-Advisers
or PMFS. Included among a Portfolio's expenses are costs incurred in connection
with the Portfolio's organization, investment management and administration
fees, fees for necessary professional and brokerage services, fees for any
pricing service, the costs of regulatory compliance and costs associated with
maintaining the Trust's legal existence and shareholder relations. No Portfolio,
however, will impose sales charges on purchases, reinvested dividends, deferred
sales charges, redemption fees, nor will any Portfolio incur distribution
expenses.

17. The total fees that are paid to Prudential Securities and its affiliates
will constitute no more than reasonable compensation. In this regard, for its
asset allocation and related services, Prudential Securities will charge an
investor a quarterly investment advisory fee. The "outside fee," which is
computed quarterly, ranges annually from .50 percent up to a

- ---------------
11 Prudential Securities provides clearance, settlement and other back office
services to other broker-dealers. Prudential Securities may also provide
confirmations and account statements to clients of brokers who have
"introduced" clients to Prudential Securities. If a Plan uses an introducing
broker, the arrangement between the Plan and that broker will define whether
the broker is authorized by the Plan to accept redemption proceeds.

12 The applicants are not requesting, nor is the Department proposing, exemptive
relief with respect to the investment, by Prudential Securities, of redemption
proceeds in an affiliated money market fund where the Plan investor has not
given investment instructions. The applicants represent that to the extent
Prudential Securities is considered a fiduciary, such investments will comply
with the terms and conditions of PTE 77-4. However, the Department expresses
no opinion herein on whether such transactions are covered by this class
exemption.

13 The 30 day limit does not restrict a Plan's ability to redeem its interest in
the Trust. The 30 day notice period is provided to give a Plan an opportunity
to increase the value of the assets in its Plan account with Prudential
Securities to an amount in excess of $10,000. If desired, the Plan may still
follow the redemption guidelines described in Representation 13 above.
II-9
<PAGE> 72

maximum of 1.35 percent of the average annual net assets held in a Target
Program account invested by the Plans in the Equity and Income Portfolios. The
outside fee will be charged directly to an investor and it will not be affected
by the allocation of assets among the Equity or the Income Portfolios nor by
whether an investor follows or ignores Prudential Securities' advice.(14) The
outside fee can be negotiated to below the 1.35 percent maximum only if the Plan
invests an aggregate amount of $100,000 or greater in the Target Program. In the
case of Plans, the outside fee may be paid by the Plan or by the Plan sponsor
or, in the case of IRAs only, the fee may be paid by the IRA beneficiary
directly.

For Plan investors, the outside fee will be payable in full within 6
business days after the trade date for the initial investment in the Portfolios
and will be based on the value of assets in the Target Program on the trade date
of the initial investment. The initial fee payment will cover the period from
the initial investment trade date through the last calendar day of the calendar
quarter, and the fee will be pro-rated accordingly. Thereafter, the quarterly
fee will cover the period from the first calendar day through the last calendar
day of the current calendar quarter. The quarterly fee is based on the value of
assets in the Target Program measured as of the last calendar day of the
previous quarter and is payable on the fifth business day of the current
quarter.(15)

18. Each time that additional funds aggregating $10,000 or more are invested
in the Portfolios during any one quarter, the applicable fee, pro-rated for the
number of calendar days then remaining in the quarter and covering the amount of
such additional funds, shall be charged and be payable 6 business days later. In
the case of redemptions aggregating $10,000 or more during a quarter, the fee
will be reduced accordingly, pro-rated for the number of calendar days then
remaining in the quarter.

In addition, for investment management and related services provided to the
Trust, PMF is paid, from each Portfolio, a management fee which is computed
daily and paid monthly at an annual rate ranging from .25 percent to .70 percent
of the value of the Portfolio's average daily net assets depending upon the
Portfolio's objective. From these management fees, PMF compensates the
Sub-Advisers. This "inside fee," which is the difference between the individual
Portfolio's total management fee and the fee paid by PMF to the Sub-Adviser,
varies from 12.5 to 30 basis points depending on the Portfolio. In addition,
pursuant to a Transfer Agency and Service Agreement with the Trust, PMFS will be
paid an annual fee of $35 per Target Program participant out of the operating
expenses of the Portfolios.(16)

- ---------------
14 Prudential Securities represents that the outside fee is not imposed on the
accounts of employees of Prudential and its subsidiaries, including PMF, the
accounts of their immediate families, IRAs and certain employee pension
benefit plans for these persons. With respect to employee benefit plans
maintained by PMF or its affiliates for their employees, the applicants assert
that such waiver would be required by PTE 77-3.

15 The applicants represent that an Independent Plan Fiduciary or Plan
participant may change Portfolio allocations on any business day and there are
no limitations as to how frequently Portfolio allocations can be made. The
applicants also state that assets which are subsequently added to a Target
Program account after the beginning of any calendar quarter (and are allocated
in accordance with the Independent Plan Fiduciary's or participant's asset
allocation decision) will not be subject to the outside fee for that quarter
until such additional investments "aggregate" (i.e., new money invested during
the quarter) $10,000 or more. When this occurs, the applicants explain that
the outside fee will be assessed on such additional assets and will be payable
six business days thereafter (pro-rated based on the length of time remaining
in the current calendar quarter). If the additional investments have not
reached the $10,000 level by the last day of the calendar quarter, the
applicants state that such investments will start being subject to the outside
fee as of the first business day of the next calendar quarter.

16 The applicants represent that if an Undisclosed Account is established by an
Independent Plan Fiduciary only one $35 fee will be levied.
II-10
<PAGE> 73

19. The management fees that are paid at the Portfolio level to PMF and the
Sub-Advisers are set forth in the table below. As noted in the table, the sum of
the management fees paid by a Portfolio to PMF and the Sub-Advisers (S-A) and
retained by such entities equals the total management fee paid by the Portfolio.

<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
TOT. MGT. S-A RET. PMF RET.
PORTFOLIO FEE (%) FEE (%) FEE (%)
- -------------------------------------------------------------------------------------------------------------------------
Equity:
Large capitalization value portfolio.................... .60 .30 .30
Large capitalization growth portfolio................... .60 .30 .30
Small capitalization value portfolio.................... .60 .30 .30
Small capitalization growth portfolio................... .60 .30 .30
International equity portfolio.......................... .70 .40 .30
Income:
U.S. Government Money Market portfolio.................. .25 .125 .125
Mortgage backed securities portfolio.................... .45 .25 .20
Intermediate-term bond portfolio........................ .45 .25 .20
Total return bond portfolio............................. .45 .25 .20
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

20. PMF proposes to offset, quarterly, against the outside fee that will be
paid to Prudential Securities such amount as is necessary to assure that PMF
retains no more than 20 basis points (the Reduction Factor) from any Portfolio
on investment of assets attributable to any Plan.(17)

Under the proposed fee offset, a Reduction Factor of .10 percent will be
applied against Prudential Securities' quarterly outside fee with respect to the
value of the Plan assets that have been invested in the Equity Portfolios only.
As noted above, the Income Portfolios do not involve a Reduction Factor because
the fee retained by PMF for these Portfolios does not exceed 20 basis points.

The Department, in conjunction with the applicants, has developed the
following example to demonstrate how the fee offset mechanism will work and
determine the aggregate fee that a hypothetical Plan investor might expect to
pay to both Prudential Securities and PMF in a given calendar quarter or year:

Assume that as of March 31, 1993, the average daily value of Trust shares
held by a Plan investor was $1,000. Investment assets attributable to the Plan
were distributed among five Portfolios: (1) U.S. Government Money Market
Portfolio in which the Plan made a $50 investment and from which PMF would not
retain, after payment of the sub-advisory fee to the Sub-Adviser, an inside fee
of .125 percent; (2) Total Return Bond Portfolio in which the Plan made a $200
investment and from which PMF would retain, after payment of the sub-advisory
fee to the Sub-Adviser, an inside fee of .20 percent; (3) Small Capitalization
Growth Portfolio in which the Plan made a $250 investment and from which PMF
would be entitled to retain, after payment of the sub-advisory fee to the
Sub-Adviser, an inside fee of .30 percent; (4) Large Capitalization Growth
Portfolio in which the Plan made a $250 investment and from which PMF would be
entitled to retain, after payment of the sub-advisory fee to the Sub-Adviser, an
inside fee of .30 percent and (5) International Equity Portfolio in which the
Plan made a $250 investment and from which PMF would be entitled to retain,
after payment of the sub-advisory fee to the Sub-Adviser, an inside fee of .30
percent.

- ---------------
17 Prudential Securities asserts that it chose 20 basis points as the maximum
net fee retained for management services rendered to the Portfolios because
this amount represents the lowest percentage management fee charged by PMF
among the Portfolios (except that the fee paid by the U.S. Government Money
Market Portfolio to PMF is equal to 12.5 basis points).
II-11
<PAGE> 74

Assume that the Plan investor pays the maximum annual outside fee of 1.35
percent on the Portfolios so that the total outside fee for the calendar quarter
April 1 through June 30, 1993, prior to the offset, would be:

<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
OUTSIDE
AMOUNT MAX. OUTSIDE FEE FOR
PORTFOLIO INVESTED QUART. FEE QUART.
-------------------
- ---------------------------------------------------------------------------------------------------------
U.S. Government Money Market portfolio...... $ 50 1.35%(.25) $0.1688
Total return bond portfolio................. 200 1.35%(.25) .6750
Small capitalization growth portfolio....... 250 1.35%(.25) .8438
Large capitalization growth portfolio....... 250 1.35%(.25) .8438
International equity portfolio.............. 250 1.35%(.25) .8438
------ -------
Total....................................... 1,000 $3.3752
- ---------------------------------------------------------------------------------------------------------
</TABLE>

Under the proposed fee offset, the outside fee charged to the Plan must be
reduced by the Reduction Factor to ensure that PMF retains an inside fee of no
more than .20% from each of the Portfolios on investment assets attributable to
the Plan. The following table shows the Reduction Factor as applied to each of
the Portfolios comprising the Trust:

<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
PMF. RET. RED. FACT. PMF RET. FEE
PORTFOLIO FEE (%) (%) AFTER RED. FACT.
- ---------------------------------------------------------------------------------------------------------
Equity:
Large capitalization value portfolio........ 0.30 0.10 0.20
Large capitalization growth portfolio .30 0.10 .20
Small capitalization value portfolio........ .30 0.10 .20
Small capitalization growth portfolio....... .30 0.10 .20
International equity portfolio.............. .30 0.10 .20
Income:
U.S. Government Money Market portfolio...... .125 -- .125
Mortgage backed securities portfolio........ .20 -- .20
Intermediate-term bond portfolio............ .20 -- .20
Total return bond portfolio................. .20 -- .20
- ---------------------------------------------------------------------------------------------------------
</TABLE>

Under the proposed fee offset, the quarterly outside fee will be reduced
with respect to Plan assets in the example that have been invested in the Small
Capitalization Growth Portfolio, the Large Capitalization Growth Portfolio and
the International Equity Portfolio only (i.e., the Equity portfolios). In the
example above, the U.S. Government Money Market Portfolio and the Total Return
Bond Portfolio do not require a reduction of the outside fee because the fee
retained by PMF for these Portfolios does not exceed 20 basis points. Therefore,
the quarterly offset for the Plan investor is computed as follows:

(.25)[($250)(.10%) + ($250)(.10%) + ($250)(.10%)] = $.1875.

In the foregoing example, the Plan investor, like all other investors in the
Target Program, would receive a statement for its Target Program account during
the fourth week of April 1993. This statement would include a debit notice for
the outside fee for the calendar quarter April 1 through June 30, as adjusted by
subtracting the quarterly offset from the quarterly outside fee as determined
above. The net quarterly outside fee that would be paid to Prudential Securities
would be determined as follows:

$3.3752 - $.1875 = $3.1877.

The account of the Plan investor (as with other investors) would be debited
on or about April 8, 1993 (i.e., the sixth business day of the calendar quarter)
for the amount of the net quarterly outside fee (pursuant to the authorization
contained in the Target Program investment advisory agreement, and as described
in the Target Program description attached to the cover of the Trust's
Prospectus).(18)

- ---------------
(18) The foregoing example illustrates that fact that the outside fee and
the fee offset are computed contemporaneously and that Plan investors will get
the benefit of the fee offset contemporaneously upon the payment of the outside
fee. Because the inside fee is paid monthly and the fee offset is computed
quarterly, the applicants represent that PMF will not receive the benefit of a
"float" as a result of such calculations because the fee offset will always be
realized no later than the time that the outside fee is paid (i.e., on or about
the sixth business day of the first month of the calendar quarter). Since the
inside fee is paid at the end of each calendar month, Plan investors will
realize the full benefit of the offset before the time that the inside fee is
paid for the second and third months of the calendar quarter.
II-12
<PAGE> 75

Assuming the Plan investor wishes to gain a more realistic perspective of
the aggregate quarterly and annual fees that would be paid to both Prudential
Securities and PMF at both the Plan level and the Portfolio level, the investor
would include within the computation on the net quarterly outside fee, the
quarterly inside fee that such investor would be paying to PMF.

The quarterly, aggregate fee calculation would be computed as follows:

$3.1877, representing the quarterly net outside fee paid to Prudential
Securities + (.25)
[(.125%)($50) + (.20%)($200) + (.30)($250 + $250 + $250)] or $.6781,
representing the quarterly inside fee paid to PMF = $3.8658, which represents
the quarterly fee that would be paid to Prudential Securities and PMF for
services provided to the Plan investor.

The total annual fee that the Plan investor would pay to both Prudential
Securities and PMF would be equal to (4)[$3.1877 (net outside fee) + $.6781
(inside fee)] or $15.4632 per $1,000 investment, or a total fee percentage of
1.55%.

21. Because PMF will retain an inside fee of 12.5 basis points with respect
to assets invested in the U.S. Government Money Market Portfolio, the applicants
note that a potential conflict may exist by reason of the variance in net inside
fees among the U.S. Government Money Market Portfolio and the other Portfolios.
The applicants also recognize that this factor could result in the
recommendation by Prudential Securities of a higher fee-generating Portfolio to
an investing Plan. To help address this potential conflict, Prudential
Securities will disclose to all participants in the Target Program the fee
differentials of the various Portfolios.

22. The books of the Trust will be audited annually by independent,
certified public accountants selected by the Trustees and approved by the
investors. All investors will receive copies of an audited financial report no
later than 60 days after the close of each Trust fiscal year. The books and
financial records of the Trust will be open for inspection by any investor,
including the Department, the Service and the Securities and Exchange
Commission, at all times during regular business hours.

23. In summary, it is represented that the transactions satisfy the
statutory criteria for an exemption under section 408(a) of the Act because: (a)
The investment of a Plan's assets in the Target Program will be made and
approved by a Plan fiduciary which is independent of Prudential Securities and
its affiliates such that Independent Plan Fiduciaries will maintain complete
discretion with respect to participating in the Target Program; (b) Independent
Plan Fiduciaries will have an opportunity to redeem their shares in the Trust in
such fiduciaries' individual discretion; (c) no Plan will pay a fee or
commission by reason of the acquisition or redemption of shares in the Trust;
(d) prior to making an investment in the Trust, each Independent Plan Fiduciary
will receive offering materials and disclosures from either PMF or Prudential
Securities which disclose all material facts concerning the purpose, fees,
structure, operation, risks and participation in the Target Program; (e)
Prudential Securities will provide written documentation to an Independent Plan
Fiduciary of its recommendations or evaluations based upon objective criteria;
(f) any Sub-Adviser that is appointed by Prudential Securities to exercise
investment discretion over a Portfolio will always be independent of Prudential
Securities and its affiliates; (g) the annual investment advisory fee that is
paid by a Plan to Prudential Securities for investment advisory services
rendered to such Plan will be offset by such amount as is necessary to assure
that PMF retains no more than 20 basis points from any Portfolio on investment
assets attributable to the Plan investor; (h) each Plan will receive copies of
the Trust's semi-annual and annual report which will include financial
statements for the Trust and investment management fees paid by each Portfolio;
and (i) on a quarterly and annual basis, Prudential Securities will provide
written disclosures to Independent Plan Fiduciaries with respect to (1) the
percentage of each Trust Portfolio's brokerage commissions that are paid to
Prudential Securities and its affiliates and (2) the average brokerage
commission per share paid by each Portfolio to Prudential Securities as compared
to the average brokerage commission per share paid by each Portfolio to brokers
other than Prudential Securities and its affiliates, both expressed as cents per
share.

For Further Information Contact: Ms. Jan D. Broady of the Department,
telephone (202) 219-8881. (This is not a toll-free number.)

II-13
<PAGE> 76

FINAL EXEMPTION

FEDERAL REGISTER
VOL. 58, NO. 172
WEDNESDAY, SEPTEMBER 8, 1993
NOTICES

DEPARTMENT OF LABOR (DOL)
Pension and Welfare Benefits Administration (PWBA)

. . .

Prudential Mutual Fund Management, Inc. (PMF) Located in New York, NY

[Prohibited Transaction Exemption 93-59; Exemption Application No. D-9217]

EXEMPTION
SECTION I. COVERED TRANSACTIONS

The restrictions of section 406(a) of the Act and the sanctions resulting
from the application of section 4975 of the Code, by reason of section
4975(c)(1) (A) through (D) of the Code, shall not apply to the purchase or
redemption of shares by an employee benefit plan, an individual retirement
account (the IRA) or a retirement plan for a self-employed individual (the Keogh
Plan; collectively, the Plans) in the Target Portfolio Trust (the Trust)
established in connection with such Plans' participation in the Target Personal
Investment Advisory Service (the Target Program). In addition, the restrictions
of section 406(b) of the Act and the sanctions resulting from the application of
section 4975 of the Code, by reason of section 4975(c)(1) (E) and (F) of the
Code, shall not apply to the provision, by Prudential Securities Incorporated
(Prudential Securities), of investment advisory services to an independent
fiduciary of a participating Plan (the Independent Plan Fiduciary) which may
result in such fiduciary's selection of portfolios of the Trust (the Portfolios)
in the Target Program for the investment of Plan assets.

This exemption is subject to the following conditions that are set forth
below in Section II.

SECTION II. GENERAL CONDITIONS

(1) The participation of Plans in the Target Program is approved by an
Independent Plan Fiduciary. For purposes of this requirement, an employee,
officer or director of Prudential Securities and/or its affiliates covered by an
IRA not subject to title I of the Act will be considered an Independent Plan
Fiduciary with respect to such IRA.

(2) The total fees paid to Prudential Securities and its affiliates
constitute no more than reasonable compensation.

(3) No Plan pays a fee or commission by reason of the acquisition or
redemption of shares in the Trust.

(4) The terms of each purchase or redemption of Trust shares remain at least
as favorable to an investing Plan as those obtainable in an arm's length
transaction with an unrelated party.

(5) Prudential Securities provides written documentation to an Independent
Plan Fiduciary of its recommendations or evaluations based upon objective
criteria.

(6) Any recommendation or evaluation made by Prudential Securities to an
Independent Plan Fiduciary are implemented only at the express direction of such
independent fiduciary.

(7) Prudential Securities provides investment advice in writing to an
Independent Plan Fiduciary with respect to all available Portfolios.

(8) Any sub-adviser (the Sub-Adviser) that acts for the Trust to exercise
investment discretion over a Portfolio is independent of Prudential Securities
and its affiliates.

II-14
<PAGE> 77

(10) With respect to its participation in the Target Program prior to
purchasing Trust shares,

(a) Each Plan receives the following written or oral disclosures or
questionnaires from Prudential Securities or the Trust:

(5) A copy of the investment advisory agreement between Prudential
Securities and such Plan relating to participation in the Target Program.

(6) Upon written request to the Trust, a copy of the respective
investment advisory agreement between Prudential Securities and the
Sub-Advisers.

(8) Copies of the proposed exemption and grant notice describing the
exemptive relief provided herein.

(c) With respect to a section 404(c) Plan, written acknowledgment of the
receipt of such documents is provided by the Independent Plan Fiduciary
(i.e., the Plan administrator, trustee or named fiduciary, as the
recordholder of Trust shares, or, in some instances, the Plan participant).
Such Independent Plan Fiduciary will be required to represent in writing to
PMF that such fiduciary is (1) Independent of PMF and its affiliates and (2)
knowledgeable with respect to the Plan in administrative matters and funding
matters related thereto, and able to make an informed decision concerning
participation in the Target Program.

(d) With respect to a Plan that is covered under title I of the Act,
where investment decisions are made by a trustee, investment manager or a
named fiduciary, such Independent Plan Fiduciary is required to acknowledge,
in writing, receipt of such documents and represent to PMF that such
fiduciary is (1) Independent of PMF and its affiliates, (2) capable of
making an independent decision regarding the investment of Plan assets, and
(3) knowledgeable with respect to the Plan in administrative matters and
funding matters related thereto, and able to make an informed decision
concerning participation in the Target Program.

(11) Subsequent to its participation in the Target Program, each Plan
receives the following written or oral disclosures with respect to its ongoing
participation:

(a) Written confirmations of each purchase or redemption transaction by
the Plan with respect to a Portfolio.

(b) Telephone quotations from Prudential Securities of such Plan's
account balance.

(c) A monthly statement of account from Prudential Securities specifying
the net asset value of the Plan's investment in such account to the extent
there are transactions by the Plan.

II-15
<PAGE> 78

(d) The Trust's semi-annual and annual report which will include
financial statements for the Trust and investment management fees paid by
each Portfolio.

(e) A written quarterly monitoring report (the Quarterly Account
Monitor) containing a record of the performance of the Plan's assets
invested in the Target Program, the rates of return received by the Plan
with respect to such investments, the Plan's actual portfolio with a
breakdown of investments made in each Portfolio, year to date and cumulative
realized gains and losses and income received from each Portfolio, a summary
of purchase, sale and exchange activity, dividends and interest received or
reinvested and market commentary. The Quarterly Account Monitor will also
contain an analysis and an evaluation of a Plan investor's account to assist
the Independent Plan Fiduciary or section 404(c) Plan participant in
ascertaining whether the investment objectives for a Plan or an individual
account have been met and recommending, if required, changes in Portfolio
allocations.

(1) In the case of a section 404(c) Plan where the Independent Plan
Fiduciary has established an omnibus account in the name of the Plan with
Prudential Securities, the Quarterly Account Monitor will be provided to
the Independent Plan Fiduciary.

(2) In the case of a section 404(c) Plan where the Independent Plan
Fiduciary opens an account for each Plan participant, the Quarterly
Account Monitor will be furnished to each participant and will set forth
information pertaining to the participant's individual account.

(f) Written disclosures to the Independent Plan Fiduciary, on a
quarterly and annual basis, of the (1) Percentage of each Portfolio's
brokerage commissions that are paid to Prudential Securities and (2) the
average brokerage commission per share paid by each Portfolio to Prudential
Securities, as compared to the average brokerage commission per share paid
by the Trust to brokers other than Prudential Securities, both expressed as
cents per share.

(g) Notification that periodic meetings will be held, upon the request
of Plan investors, with Financial Advisors, Independent Plan Fiduciaries or,
if applicable, participants of section 404(c) Plans, to discuss the
Quarterly Account Monitor or other questions that may arise.

(12) PMF maintains, for a period of six years, the records necessary to
enable the persons described in paragraph (13) of this section to determine
whether the conditions of this exemption have been met, except that (a) A
prohibited transaction will not be considered to have occurred if, due to
circumstances beyond the control of PMF and/or its affiliates, the records are
lost or destroyed prior to the end of the six-year period, and (b) no party in
interest other than PMF shall be subject to the civil penalty that may be
assessed under section 502(i) of the Act, or to the taxes imposed by section
4975(a) and (b) of the Code, if the records are not maintained, or are not
available for examination as required by paragraph (13) below.

(1) Any duly authorized employee or representative of the Department or
the Internal Revenue Service (the Service);

(2) Any fiduciary of a participating Plan or any duly authorized
representative of such fiduciary;

(3) Any contributing employer to any participating Plan or any duly
authorized employee representative of such employer; and

(4) Any participant or beneficiary of any participating Plan, or any
duly authorized representative of such participant or beneficiary.

(b) None of the persons described above in subparagraphs (2)-(4) of this
paragraph (13) are authorized to examine the trade secrets of PMF or commercial
or financial information which is privileged or confidential.

II-16
<PAGE> 79

SECTION III. DEFINITIONS

For purposes of this exemption:

(1) An "affiliate" of Prudential Securities includes --

(a) Any person directly or indirectly through one or more
intermediaries, controlling, controlled by, or under common control with
Prudential Securities. (For purposes of this subsection, the term
"control" means the power to exercise a controlling influence over the
management or policies of a person other than an individual.)

(b) Any officer, director or partner in such person, and

(2) An "Independent Plan Fiduciary" is a Plan fiduciary which is
independent of Prudential Securities and its affiliates and is either:

(a) A Plan administrator, trustee or named fiduciary, as the
recordholder of Trust shares of a section 404(c) Plan,

(b) A participant in a Keogh Plan,

For a more complete statement of the facts and representations supporting
the Department's decision to grant this exemption, refer to the notice of
proposed exemption (the Notice) published on July 12, 1993 at 58 FR 37514.

EFFECTIVE DATE: This exemption is effective March 15, 1993.

WRITTEN COMMENTS

The Department received one written comment with respect to the Notice and
no requests for a public hearing. The comment letter was submitted by PMF,
Prudential Securities and their affiliates (hereinafter, the Applicants) and it
suggested certain clarifications to the General Conditions and the Summary of
Facts and Representations of the Notice. Discussed below are the changes
suggested by the Applicants and the Department's responses to these amendments.

With respect to the General Conditions of the Notice that are set forth in
Section II, the Applicants suggest that the last sentence of paragraph (e) be
clarified to read as follows:

The Quarterly Account Monitor will also contain an evaluation of a
Plan investor's account to assist the Plan ascertaining whether its
investment objectives have been met and recommending, if required,
changes in Portfolio allocations.

However, after considering this comment, the Department has decided that further
revisions of Condition 11(e) are warranted to reflect the fact that it is the
Independent Plan Fiduciary or section 404(c) Plan participant rather than the
Plan who makes determinations about the prudence of continuing a Plan or account
investment in the Target Program. Therefore, the Department has modified the
last sentence of Condition 11(e)as follows:

The Quarterly Account Monitor will also contain an analysis and an
evaluation of a Plan investor's account to assist the Independent
Plan Fiduciary or section 404(c) Plan participant in ascertaining
whether the investment objectives for a Plan or an individual account
have been met and recommending, if required, changes in Portfolio
allocations.

II-17
<PAGE> 80

The Applicants also suggest that Condition 11(g) of the Notice, which
addresses ongoing oral and written disclosures that will be provided by
Prudential Securities to Plan investors, be modified to read as follows:

(g) Periodic meetings will be held at the request of Plan investors
with Financial Advisors, Independent Plan Fiduciaries or, if
applicable, participants of section 404(c) Plans, to discuss the
Quarterly Account Monitor or other questions that may arise.

Although generally agreeing with this comment, the Department believes it would
be more comprehensible if the words "Notification that" were inserted at the
beginning of this clause to emphasize the fact that Prudential Securities will
inform Plan investors of meetings with its Financial Advisors. Therefore, the
Department has modified Condition 11(g) as follows:

(g) Notification that periodic meetings will be held, upon the
request of Plan investors, with Financial Advisors, Independent Plan
Fiduciaries or, if applicable, participants of section 404(c) Plans,
to discuss the Quarterly Account Monitor or other questions that may
arise.

With respect to modifications to the Summary of Facts and Representations of
the Notice, the Applicants suggest that the last sentence of the second
paragraph of Representation 8 be revised to reflect the fact that, in certain
circumstances, the quarterly investment allocation fee can be lower than 1.35
percent. In response to this comment, the Department has revised Representation
8 to read as follows:

The quarterly allocation fee of 1.35 percent per annum may be
lowered in connection with (a) investments of $100,000 or more in the
Target Program or (b) the fee offset described in Representation 20.

The Applicants also request that the Department revise the first sentence of
Footnote 9 in which Prudential Securities states that a Plan administrator,
trustee or named fiduciary, as the recordholder of Trust share, will make
available the Trust Prospectus to section 404(c) Plan participants. The
Applicants explain that Prudential Securities is not in a position to make any
statements with respect to actions undertaken by Plan administrators, trustees
or named fiduciaries. Therefore, they recommend that the first sentence of
Footnote 9 be deleted.

The Department does not concur entirely with the suggested modification.
Rather than deleting the first sentence of the footnote, the Department believes
the sentence can be clarified to read as follows:

In the case of a section 404(c) Plan, Prudential Securities
represents that the Plan administrator, trustee or named fiduciary,
as the recordholder of Trust shares, has agreed to make the Trust
Prospectus available to section 404(c) Plan participants.

With respect to Representation 17 of the Notice, the Applicants state that
it is possible that the outside fee can be negotiated to a level below .50
percent. However, the Applicants anticipate that this fee will generally be no
lower than .50 percent. Therefore, they suggest that the Department revise the
third sentence of Representation 17 to reflect that the fee will generally range
from .50 percent to a maximum of 1.35 percent. The Department concurs with this
change and has revised sentence three of Representation 17 as follows:

The "outside fee," which is computed quarterly, generally ranges on
an annual basis from .50 percent up to a maximum of 1.35 percent of
the average annual net assets held in a Target Program account
invested by the Plans in the Equity and Income Portfolios.

The Applicants note that a Plan may be given the option of being separately
invoiced for the outside fee and paying such fee by check or having the outside
fee deducted from the Plan's account with Prudential Securities. In the event
the Plan elects to be invoiced separately for the outside fee, the Applicants
state that the fee is payable 45 days after the end of each calendar quarter or,
for additional investments, after such investments aggregate $10,000. Therefore,
the Applicants suggest that relevant portions of Representations 17, 18 and 20
of the Notice be revised as well as Footnote 18.

In response to this change, the Department has revised Representation 17 of
the Notice by changing the initial clause of the second paragraph to read "For
some Plan investors" instead of "For Plan investors" and adding a new third
paragraph which should be inserted at the end of the text of this
representation. The new paragraph would read as follows:

Plan investors will be given the option of either being separately
invoiced for the outside fee and paying such fee by check or having
the outside fee deducted from their Prudential Securities account. In
the event the Plan elects to be invoiced separately for the outside
fee, the fee is payable 45 calendar days after the end of the

II-18
<PAGE> 81

quarter. However, if the Plan elects to have the outside fee deducted
from its Plan account with Prudential Securities, such outside fee would
be payable within 6 business days of the trade date for an initial
investment or within 6 business days of the current calendar quarter.

The Department also wishes to clarify that the term "applicable fee" referred to
in the initial sentence of Representation 18 means the "outside fee" which will
be paid after a Plan's additional investments in the Trust total $10,000 or
more. Therefore, the Department has revised this sentence by placing the term
outside fee in parentheticals. The revised sentence reads as follows:

Each time that additional funds aggregating $10,000 or more are
invested in the Portfolios during any one quarter, the applicable fee
(i.e., the outside fee), pro-rated for the number of calendar days
then remaining in the quarter and covering the amount of such
additional funds, shall be charged and be payable 6 business days
later.

To reflect the dual billing procedure that Prudential Securities has
established for Plans investing in the Trust, the Department has revised
paragraph 5 of the hypothetical example contained in Representation 20 of the
Notice. The amended paragraph now reads as follows:

The account of the Plan investor (as with other investors) would be
debited on or about April 8, 1993 (i.e., the sixth business day of
the calendar quarter) for the amount of the net quarterly outside fee
(pursuant to the authorization contained in the Target Program
investment advisory agreement, and as described in the Target Program
description attached to the cover of the Trust's Prospectus. However,
if the Plan investor is separately invoiced by Prudential Securities,
the outside fee would be payable 45 calendar days after the end of
the calendar quarter.

The Department has also amended Footnote 18 by adding new language to that
contained in the parenthetical so as to reflect the two payment schedules for
the outside fee:

* * * i.e., on or about the sixth business day of the first month
of the calendar quarter or within 45 calendar days after the end of
the calendar quarter.

Finally, with respect to the example contained in Representation 20, the
Applicants point out that in Clause (1) of the first paragraph of the example
(id at 37520) inadvertently includes the word "not" prior to the word "retain."
The Department concurs with this change and has deleted the word "not" so that
Clause (1) will read as follows:

* * * (1) U.S. Government Money Market Portfolio in which the Plan
made a $50 investment and from which PMF would retain, after payment
of the subadvisory fee to the Sub-Adviser, an inside fee of .125
percent;

Upon a review of the entire record, including the written comment received,
the Department has determined to grant the exemption subject to the
modifications described above.

FOR FURTHER INFORMATION CONTACT: Ms. Jan D. Broady of the Department,
telephone (202) 219-8881. (This is not a toll-free number.)

II-19
<PAGE> 82

(This Page Intentionally Left Blank)
<PAGE> 83

No dealer, sales representative or any other person has been authorized to give
any information or to make any representations, other than those contained in
this Prospectus, in connection with the offer contained herein, and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Trust or the Distributor. This Prospectus does not constitute
an offer by the Trust or by the Distributor to sell or a solicitation of an
offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is unlawful to make such offer in such jurisdiction.
------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Summary..................................... 2
Trust Expenses.............................. 6
Financial Highlights........................ 8
Description of the Portfolios............... 13
Investment Objectives and Policies........ 13
Other Investments and Policies............ 22
Investment Restrictions................... 42
Management of the Trust..................... 42
Manager................................... 42
Advisers.................................. 44
Distributor............................... 50
Portfolio Transactions.................... 50
Year 2000................................. 50
Net Asset Value............................. 51
Purchase and Redemption of Shares........... 52
How to Purchase Shares.................... 52
How to Sell Shares........................ 54
Shareholder Services...................... 55
Taxes, Dividends and Distributions.......... 55
General Information......................... 58
Performance Information................... 58
Description of Shares..................... 59
Custodian and Transfer and Dividend
Disbursing Agent........................ 59
Additional Information.................... 60
Appendix I -- Description of Security
Ratings................................... I-1
Appendix II -- Exemptions................... II-1
</TABLE>

------------------------
TMF 158 A

CUSIP NOS.:

Large Capitalization Growth 875921 20 7
Large Capitalization Value 875921 10 8
Small Capitalization Growth 875921 40 5
Small Capitalization Value 875921 30 6
International Equity 875921 50 4
International Bond 875921 87 6
Total Return Bond 875921 88 4
Intermediate-Term Bond 875921 80 1
Mortgage Backed Securities 875921 70 2
U.S. Government Money Market 875921 60 3

LOGO

THE TARGET

PORTFOLIO TRUST(R)

PROSPECTUS
MAY 1, 1998
<PAGE> 84

THE TARGET PORTFOLIO TRUST(R)

Statement of Additional Information
May 1, 1998

The Target Portfolio Trust(R) (the Trust) is an open-end, management
investment company currently composed of ten separate investment portfolios (the
Portfolios) professionally managed by Prudential Investments Fund Management LLC
(PIFM or the Manager). Each Portfolio benefits from discretionary advisory
services provided by an investment adviser (each, an Adviser, collectively, the
Advisers) identified, retained, supervised and compensated by the Manager. The
Trust consists of the following ten Portfolios:

<TABLE>
<S> <C>
Equity Portfolios Income Portfolios
- Large Capitalization Growth Portfolio - International Bond Portfolio
- Large Capitalization Value Portfolio - Total Return Bond Portfolio
- Small Capitalization Growth Portfolio - Intermediate-Term Bond Portfolio
- Small Capitalization Value Portfolio - Mortgage Backed Securities Portfolio
- International Equity Portfolio - U.S. Government Money Market Portfolio
</TABLE>

Shares of the Portfolios are offered to participants in the Prudential
Securities Target Program(R) (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,
preferences and risk tolerances. The Target Program or shares of the Trust are
also available to banks, trust companies and other investment advisory services.

The Trust's address is Gateway Center Three, 100 Mulberry Street, Newark,
New Jersey 07102-4077, and its telephone number is (800) 225-1852.

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Trust's Prospectus dated May 1, 1998, a copy of
which may be obtained from the Trust upon request.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
CROSS-REFERENCE
TO PAGE IN
PAGE PROSPECTUS
----- ---------------
<S> <C> <C>
Investment Objectives and Policies.......................... B-2 13
Additional Investment Information........................... B-2 22
Investment Restrictions..................................... B-24 42
Trustees and Officers....................................... B-26 42
Manager..................................................... B-30 42
Advisers.................................................... B-35 44
Distributor................................................. B-38 50
Portfolio Transactions and Brokerage........................ B-38 50
Purchase and Redemption of Shares........................... B-42 52
Shareholder Investment Account.............................. B-42 55
Net Asset Value............................................. B-44 51
Taxes, Dividends and Distributions.......................... B-46 55
Performance Information..................................... B-48 58
Custodian, Transfer and Dividend Disbursing Agent and
Independent Accountants................................... B-52 59
Financial Statements........................................ B-53 --
Report of Independent Accountants........................... B-101 --
Independent Auditors' Report................................ B-103 --
Appendix I -- Historical Performance Data................... I-1
Appendix II -- General Investment Information............... II-1
Appendix III -- Information relating to Prudential.......... III-1
Appendix IV -- Glossary of Indices.......................... IV-1
- -------------------------------------------------------------------------------------
</TABLE>

TMF 158 B
<PAGE> 85

INVESTMENT OBJECTIVES AND POLICIES

ADDITIONAL INVESTMENT INFORMATION

U.S. GOVERNMENT SECURITIES

Each Portfolio may invest in U.S. Government securities.

MORTGAGE-RELATED SECURITIES ISSUED OR GUARANTEED BY U.S. GOVERNMENT
AGENCIES AND INSTRUMENTALITIES. A Portfolio may purchase mortgage-related
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, including GNMA, FNMA and FHLMC Certificates. See
"Mortgage-Backed Securities" below. Mortgages backing the securities which may
be purchased by a Portfolio include conventional thirty-year fixed-rate
mortgages, graduated payment mortgages, fifteen-year mortgages, adjustable rate
mortgages and balloon payment mortgages. A balloon payment mortgage backed
security is an amortized mortgage security with installments of principal and
interest, the last installment of which is predominantly principal. All of these
mortgages can be used to create pass-through securities. A pass-through security
is formed when mortgages are pooled together and undivided interests in the pool
or pools are sold. The cash flow from the mortgages is passed through to the
holders of the securities in the form of periodic payments of interest,
principal and prepayments (net of a service fee). Prepayments occur when the
holder of an undivided mortgage prepays the remaining principal before the
mortgage's scheduled maturity date. As a result of the pass-through of
prepayments of principal on the underlying securities, mortgage backed
securities are often subject to more rapid prepayment of principal than their
stated maturity would indicate. The remaining expected average life of a pool of
mortgage loans underlying a mortgage backed security is a prediction of when the
mortgage loans will be repaid and is based upon a variety of factors, such as
the demographic and geographic characteristics of the borrowers and the
mortgaged properties, the length of time that each of the mortgage loans has
been outstanding, the interest rates payable on the mortgage loans and the
current interest rate environment.

During periods of declining interest rates, prepayment of mortgages
underlying mortgage backed securities can be expected to accelerate. When
mortgage obligations are prepaid, a Portfolio reinvests the prepaid amounts in
securities, the yields which reflect interest rates prevailing at that time.
Therefore, a Portfolio's ability to maintain a portfolio of high-yielding
mortgage-backed securities will be adversely affected to the extent that
prepayments of mortgages are reinvested in securities which have lower yields
than the prepaid mortgages. Moreover, prepayments of mortgages which underlie
securities purchased at a premium generally will result in capital losses.
During periods of rising interest rates, the rate of prepayment of mortgages
underlying mortgage-backed securities can be expected to decline, extending the
projected average maturity of the mortgage-backed securities. This maturity
extension risk may effectively change a security which was considered short- or
intermediate-term at the time of purchase into a long-term security. Long-term
securities generally fluctuate more widely in response to changes in interest
rates than short-or intermediate-term securities.

SPECIAL CONSIDERATIONS. Fixed-income U.S. Government securities are
considered among the most creditworthy of fixed income investments. The yields
available from U.S. Government securities are generally lower than the yields
available from corporate debt securities. The values of

B-2
<PAGE> 86

U.S. Government securities will change as interest rates fluctuate. To the
extent U.S. Government securities are not adjustable rate securities, these
changes in value in response to changes in interest rates generally will be more
pronounced. During periods of falling interest rates, the values of outstanding
long-term fixed-rate U.S. Government securities generally rise. Conversely,
during periods of rising interest rates, the values of such securities generally
decline. The magnitude of these fluctuations will generally be greater for
securities with longer maturities. Although changes in the value of U.S.
Government securities will not affect investment income from those securities,
they may affect the net asset value of a Portfolio.

At a time when a Portfolio has written call options on a portion of its
U.S. Government securities, its ability to profit from declining interest rates
will be limited. Any appreciation in the value of the securities held in the
Portfolio above the strike price would likely be partially or wholly offset by
unrealized losses on call options written by a Portfolio. The termination of
option positions under these conditions would generally result in the
realization of capital losses, which would reduce a Portfolio's capital gains
distribution. Accordingly, a Portfolio would generally seek to realize capital
gains to offset realized losses by selling portfolio securities. In such
circumstances, however, it is likely that the proceeds of such sales would be
reinvested in lower yielding securities. See "Additional Risks -- Options
Transactions and Related Risks."

MORTGAGE-BACKED SECURITIES

As discussed in the Prospectus, the mortgage-backed securities purchased by
the Mortgage Backed Securities Portfolio, Intermediate-Term Bond Portfolio,
Total Return Bond Portfolio and International Bond Portfolio evidence an
interest in a specific pool of mortgages. Such securities are issued by GNMA,
FNMA and FHLMC.

GNMA CERTIFICATES. Certificates of the Government National Mortgage
Association (GNMA Certificates) are mortgage-backed securities which evidence an
undivided interest in a pool or pools of mortgages. GNMA Certificates that the
Portfolios purchase are the "modified pass-through" type, which entitle the
holder to receive timely payment of all interest and principal payments due on
the mortgage pool, net of fees paid to the "issuer" and GNMA, regardless of
whether or not the mortgagor actually makes the payment. The GNMA Certificates
will represent a pro rata interest in one or more pools of the following types
of mortgage loans: (i) fixed rate level payment mortgage loans; (ii) fixed rate
graduated payment mortgage loans; (iii) fixed rate growing equity mortgage
loans; (iv) fixed rate mortgage loans secured by manufactured (mobile) homes;
(v) mortgage loans on multifamily residential properties under construction;
(vi) mortgage loans on completed multifamily projects; (vii) fixed rate mortgage
loans as to which escrowed funds are used to reduce the borrower's monthly
payments during the early years of the mortgage loans ("buydown" mortgage
loans); (viii) mortgage loans that provide for adjustments in payments based on
periodic changes in interest rates or in other payment terms of the mortgage
loans; and (ix) mortgage-backed serial notes. All of these mortgage loans will
be FHA Loans or VA Loans and, except as otherwise specified above, will be
fully-amortizing loans secured by first liens on one-to-four family housing
units.

FNMA CERTIFICATES. The Federal National Mortgage Association (FNMA) is a
federally chartered and privately owned corporation organized and existing under
the Federal National Mortgage Association Charter Act. FNMA provides funds to
the mortgage market primarily by purchasing home mortgage loans from local
lenders, thereby replenishing their funds for additional

B-3
<PAGE> 87

lending. FNMA acquires funds to purchase home mortgage loans from many capital
market investors that may not ordinarily invest in mortgage loans directly.

Each FNMA Certificate will entitle the registered holder thereof to receive
amounts, representing such holder's pro rata interest in scheduled principal
payments and interest payments (at such FNMA Certificate's pass-through rate,
which is net of any servicing and guarantee fees on the underlying mortgage
loans), and any principal prepayments on the mortgage loans in the pool
represented by such FNMA Certificate and such holder's proportionate interest in
the full principal amount of any foreclosed or otherwise finally liquidated
mortgage loan. The full and timely payment of principal and interest on each
FNMA Certificate will be guaranteed by FNMA, which guarantee is not backed by
the full faith and credit of the U.S. Government.

Each FNMA Certificate will represent a pro rata interest in one or more
pools of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage
loans that are not insured or guaranteed by any governmental agency) of the
following types: (i) fixed rate level payment mortgage loans; (ii) fixed rate
growing equity mortgage loans; (iii) fixed rate graduated payment mortgage
loans; (iv) variable rate California mortgage loans; (v) other adjustable rate
mortgage loans; and (vi) fixed rate mortgage loans secured by multifamily
projects.

FHLMC SECURITIES. The Federal Home Loan Mortgage Corporation (FHLMC) is a
corporate instrumentality of the United States created pursuant to the Emergency
Home Finance Act of 1970, as amended (the FHLMC Act). Its purpose is to promote
development of a nationwide secondary market in conventional residential
mortgages. The principal activity of FHLMC consists of the purchase of first
lien, conventional, residential mortgage loans and participation interests in
such mortgage loans and the resale of the mortgage loans so purchased in the
form of mortgage securities, primarily FHLMC Certificates.

FHLMC issues two types of mortgage pass-through securities, mortgage
participation certificates (PCs) and guaranteed mortgage certificates (GMCs).
PCs resemble GNMA Certificates in that each PC represents a pro rata share of
all interest and principal payments made and owned on the underlying pool. FHLMC
guarantees timely monthly payment of interest on PCs and the ultimate payment of
principal.

GMCs also represent a pro rata interest in a pool of mortgages. However,
these instruments pay interest semi-annually and return principal once a year in
guaranteed minimum payments. The expected average life of these securities is
approximately ten years.

FHLMC CERTIFICATES. FHLMC guarantees to each registered holder of the
FHLMC Certificate the timely payment of interest at the rate provided for by
such FHLMC Certificate, whether or not received. FHLMC also guarantees to each
registered holder of a FHLMC Certificate ultimate collection of all principal on
the related mortgage loans, without any offset or deduction, but does not,
generally, guarantee the timely payment of scheduled principal. FHLMC may remit
the amount due on account of its guarantee of collection of principal at any
time after default on an underlying mortgage loan, but not later than 30 days
following (i) foreclosure sale, (ii) payment of a claim by any mortgage insurer
or (iii) the expiration of any right of redemption, whichever occurs later, but
in any event no later than one year after demand has been made upon the
mortgagor for accelerated payment of principal. The obligations of FHLMC under
its guarantee are obligations solely of FHLMC and are not backed by the full
faith and credit of the U.S. Government.

B-4
<PAGE> 88

FHLMC Certificates represent a pro rata interest in a group of mortgage
loans (a FHLMC Certificate group) purchased by FHLMC. The mortgage loans
underlying the FHLMC Certificates will consist of fixed rate or adjustable rate
mortgage loans with original terms to maturity of between ten and thirty years,
substantially all of which are secured by first liens on one-to four-family
residential properties or multifamily projects. Each mortgage loan must meet the
applicable standards set forth in the FHLMC Act. An FHLMC Certificate group may
include whole loans, participation interests in whole loans and undivided
interests in whole loans and participations comprising another FHLMC Certificate
group.

The market value of mortgage securities, like other securities, will
generally vary inversely with changes in market interest rates, declining when
interest rates rise and rising when interest rates decline. However, mortgage
securities, while having comparable risk of decline during periods of rising
rates, usually have less potential for capital appreciation than other
investments of comparable maturities due to the likelihood of increased
prepayments of mortgages as interest rates decline. In addition, to the extent
such mortgage securities are purchased at a premium, mortgage foreclosures and
unscheduled principal prepayments generally will result in some loss of the
holders' principal to the extent of the premium paid. On the other hand, if such
mortgage securities are purchased at a discount, an unscheduled prepayment of
principal will increase current and total returns and will accelerate the
recognition of income which when distributed to shareholders will be taxable as
ordinary income.

ADJUSTABLE RATE MORTGAGE SECURITIES. Adjustable rate mortgage securities
(ARMs) are pass-through mortgage securities collateralized by mortgages with
adjustable rather than fixed rates. Generally, ARMs have a specified maturity
date and amortize principal over their life. In periods of declining interest
rates, there is a reasonable likelihood that ARMs will experience increased
rates of prepayment of principal. However, the major difference between ARMs and
fixed rate mortgage securities is that the interest rate and the rate of
amortization of principal of ARMs can and do change in accordance with movements
in a particular, pre-specified, published interest rate index.

The amount of interest on an ARM is calculated by adding a specified
amount, the "margin," to the index, subject to limitations on the maximum and
minimum interest that can be charged to the mortgagor during the life of the
mortgage or to maximum and minimum changes to that interest rate during a given
period. Because the interest rate on ARMs generally moves in the same direction
as market interest rates, the market value of ARMs tends to be more stable than
that of long-term fixed rate securities.

There are two main categories of indices which serve as benchmarks for
periodic adjustments to coupon rates on ARMs; those based on U.S. Treasury
securities and those derived from a calculated measure such as a cost of funds
index or a moving average of mortgage rates. Commonly utilized indices include
the one-year and five-year constant maturity Treasury Note rates, the
three-month Treasury Bill rate, the 180-day Treasury Bill rate, rates on
longer-term Treasury securities, the 11th District Federal Home Loan Bank Cost
of Funds, the National Median Cost of Funds, the one-month or three-month London
Interbank Offered Rate (LIBOR), the prime rate of a specific bank, or commercial
paper rates. Some indices, such as the one-year constant maturity Treasury Note
rate, closely mirror changes in market interest rate levels. Others, such as the
11th District Home Loan Bank Cost of Funds index (often related to ARMs issued
by FNMA), tend to lag changes in market rate levels and tend to be somewhat less
volatile.

B-5
<PAGE> 89

COLLATERALIZED MORTGAGE OBLIGATIONS. In reliance on a Securities and
Exchange Commission (the SEC) interpretation, a Portfolio's investments in
certain qualifying collateralized mortgage obligations (CMOs), including CMOs
that have elected to be treated as real estate mortgage investment conduits
(REMICs), are not subject to the Investment Company Act's limitation on
acquiring interests in other Investment companies. In order to be able to rely
on the SEC's interpretation, the CMOs and REMICs must be unmanaged, fixed-asset
issuers, that (a) invest primarily in mortgage-backed securities, (b) do not
issue redeemable securities, (c) operate under general exemptive orders
exempting them from all provisions of the Investment Company Act and (d) are not
registered or regulated under the Investment Company Act as investment
companies. To the extent that a Portfolio selects CMOs or REMICs that do not
meet the above requirements, the Portfolio may not invest more than 10% of its
assets in all such entities, may not invest more than 5% of its total assets in
a single entity, and may not acquire more than 3% of the voting securities of
any single such entity.

OTHER INVESTMENTS

CUSTODIAL RECEIPTS. Each Portfolio may purchase obligations issued or
guaranteed as to principal and interest by the U.S. Government in the form of
custodial receipts that evidence ownership of future interest payments,
principal payments or both on certain U.S. Treasury notes or bonds. Such notes
and bonds are held in custody by a bank on behalf of the owners. These custodial
receipts are known by various names, including "Treasury Receipts," "Treasury
Investment Growth Receipts" (TIGRs) and "Certificates of Accrual on Treasury
Securities" (CATS). Each Portfolio will not invest more than 5% of its net
assets in such custodial receipts.

LOAN PARTICIPATIONS. The Intermediate-Term Bond Portfolio and Total Return
Bond Portfolio may invest up to 5% of net assets in high quality participation
interests having remaining maturities not exceeding one year in loans extended
by banks to United States and foreign companies. In a typical corporate loan
syndication, a number of lenders, usually banks (co-lenders), lend a corporate
borrower a specified sum pursuant to the terms and conditions of a loan
agreement. One of the co-lenders usually agrees to act as the agent bank with
respect to the loan. The loan agreement among the corporate borrower and the
co-lenders identifies the agent bank as well as sets forth the rights and duties
of the parties. The agreement often (but not always) provides for the
collateralization of the corporate borrower's obligations thereunder and
includes various types of restrictive covenants which must be met by the
borrower.

The participation interests acquired by a Portfolio may, depending on the
transaction, take the form of a direct or co-lending relationship with the
corporate borrower, an assignment of an interest in the loan by a co-lender or
another participant, or a participation in the seller's share of the loan.
Typically, the Portfolio will look to the agent bank to collect principal of and
interest on a participation interest, to monitor compliance with loan covenants,
to enforce all credit remedies, such as foreclosures on collateral, and to
notify co-lenders of any adverse changes in the borrower's financial condition
or declarations of insolvency. The agent bank in such cases will be qualified to
serve as a custodian for a registered investment company such as the Trust. The
agent bank is compensated for these services by the borrower pursuant to the
terms of the loan agreement.

When a Portfolio acts as co-lender in connection with a participation
interest or when the Portfolio acquires a participation interest the terms of
which provide that the Portfolio will be in

B-6
<PAGE> 90

privity with the corporate borrower, the Portfolio will have direct recourse
against the borrower in the event the borrower fails to pay scheduled principal
and interest. In cases where the Portfolio lacks such direct recourse, the
Portfolio will look to the agent bank to enforce appropriate credit remedies
against the borrower.

The Portfolios believe that the principal credit risk associated with
acquiring participation interests from a co-lender or another participant is the
credit risk associated with the underlying corporate borrower. A Portfolio may
incur additional credit risk, however, when a Portfolio is in the position of
participant rather than a co-lender because the Portfolio must assume the risk
of insolvency of the co-lender from which the participation interest was
acquired and that of any person interpositioned between the Portfolio and the
co-lender. However, in acquiring participation interests, the Portfolio will
conduct analysis and evaluation of the financial condition of each such
co-lender and participant to ensure that the participation interest meets the
Portfolio's high quality standard and will continue to do so as long as it holds
a participation. For purposes of a Portfolio's requirement to maintain
diversification for tax purposes, the issuer of a loan participation will be the
underlying borrower. In cases where a Portfolio does not have recourse directly
against the borrower, both the borrower and each agent bank and co-lender
interposed between the Portfolio and the borrower will be deemed issuers of the
loan participation for tax diversification purposes.

For purposes of each Portfolio's fundamental investment restriction against
investing 25% or more of its total assets in any one industry, a Portfolio will
consider all relevant factors in determining who is the issuer of a loan
participation including the credit quality of the underlying borrower, the
amount and quality of the collateral, the terms of the loan participation
agreement and other relevant agreements (including any intercreditor
agreements), the degree to which the credit of such intermediary was deemed
material to the decision to purchase the loan participation, the interest
environment, and general economic conditions applicable to the borrower and such
intermediary.

COMMERCIAL PAPER. Each Portfolio may invest in commercial paper.
Commercial paper consists of short-term (usually from 1 to 270 days) unsecured
promissory notes issued by corporations in order to finance their current
operations. A variable amount master demand note (which is a type of commercial
paper) represents a direct borrowing arrangement involving periodically
fluctuating rates of interest under a letter agreement between a commercial
paper issuer and an institutional lender pursuant to which the lender may
determine to invest varying amounts.

ADDITIONAL RISKS

OPTIONS TRANSACTIONS AND RELATED RISKS

The International Equity Portfolio, Mortgage Backed Securities Portfolio,
Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and International
Bond Portfolio may each purchase put and call options and sell covered put and
call options which are traded on national securities exchanges and may also
engage in over-the-counter options transactions with recognized United States
securities dealers (OTC Options).

OPTIONS ON SECURITIES. The purchaser of a call option has the right, for a
specified period of time, to purchase the securities subject to the option at a
specified price (the exercise price or strike price). By writing a call option,
the Portfolio becomes obligated during the term of the option, upon

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exercise of the option, to deliver the underlying securities or a specified
amount of cash to the purchaser against receipt of the exercise price. When a
Portfolio writes a call option, the Portfolio loses the potential for gain on
the underlying securities in excess of the exercise price of the option during
the period that the option is open.

The purchaser of a put option has the right, for a specified period of
time, to sell the securities subject to the option to the writer of the put at
the specified exercise price. By writing a put option, the Portfolio becomes
obligated during the term of the option, upon exercise of the option, to
purchase the securities underlying the option at the exercise price. The
Portfolio might, therefore, be obligated to purchase the underlying securities
for more than their current market price.

The writer of an option retains the amount of the premium, although this
amount may be offset or exceeded, in the case of a covered call option, by an
increase and, in the case of a covered put option, by a decline in the market
value of the underlying security during the option period.

A Portfolio may wish to protect certain portfolio securities against a
decline in market value at a time when put options on those particular
securities are not available for purchase. The Portfolio may therefore purchase
a put option on other carefully selected securities, the values of which the
Adviser expects will have a high degree of positive correlation to the values of
such portfolio securities. If the Adviser's judgment is correct, changes in the
value of the put options should generally offset changes in the value of the
portfolio securities being hedged. If the Adviser's judgment is not correct, the
value of the securities underlying the put option may decrease less than the
value of the Portfolio's investments and therefore the put option may not
provide complete protection against a decline in the value of the Portfolio's
investments below the level sought to be protected by the put option.

A Portfolio may similarly wish to hedge against appreciation in the value
of debt securities that it intends to acquire at a time when call options on
such securities are not available. The Portfolio may, therefore, purchase call
options on other carefully selected debt securities the values of which the
Adviser expects will have a high degree of positive correlation to the values of
the debt securities that the Portfolio intends to acquire. In such circumstances
the Portfolio will be subject to risks analogous to those summarized above in
the event that the correlation between the value of call options so purchased
and the value of the securities intended to be acquired by the Portfolio is not
as close as anticipated and the value of the securities underlying the call
options increases less than the value of the securities to be acquired by the
Portfolio.

A Portfolio may write options on securities in connection with
buy-and-write transactions; that is, the Portfolio may purchase a security and
concurrently write a call option against that security. If the call option is
exercised, the Portfolio's maximum gain will be the premium it received for
writing the option, adjusted upwards or downwards by the difference between the
Portfolio's purchase price of the security and the exercise price of the option.
If the option is not exercised and the price of the underlying security
declines, the amount of the decline will be offset in part, or entirely, by the
premium received.

The exercise price of a call option may be below (in-the-money), equal to
(at-the-money) or above (out-of-the-money) the current value of the underlying
security at the time the option is written. Buy-and-write transactions using
in-the-money call options may be used when it is expected that the price of the
underlying security will remain flat or decline moderately during the

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option period. Buy-and-write transactions using at-the-money call options may be
used when it is expected that the price of the underlying security will remain
fixed or advance moderately during the option period. A buy-and-write
transaction using an out-of-the-money call option may be used when it is
expected that the premium received from writing the call option plus the
appreciation in the market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the underlying
security alone. If the call option is exercised in such a transaction, the
Portfolio's maximum gain will be the premium received by it for writing the
option, adjusted upwards or downwards by the difference between the Portfolio's
purchase price of the security and the exercise price of the option. If the
option is not exercised and the price of the underlying security declines, the
amount of the decline will be offset in part, or entirely, by the premium
received.

Prior to being notified of exercise of the option, the writer of an
exchange-traded option that wishes to terminate its obligation may effect a
"closing purchase transaction" by buying an option of the same series as the
option previously written. (Options of the same series are options with respect
to the same underlying security, having the same expiration date and the same
strike price.) The effect of the purchase is that the writer's position will be
cancelled by the exchange's affiliated clearing organization. Likewise, an
investor who is the holder of an exchange-traded option may liquidate a position
by effecting a "closing sale transaction" by selling an option of the same
series as the option previously purchased. There is no guarantee that either a
closing purchase or a closing sale transaction can be effected.

Exchange-traded options are issued by a clearing organization affiliated
with the exchange on which the option is listed which, in effect, gives its
guarantee to every exchange-traded option transaction. In contrast, OTC options
are contracts between the Portfolio and its counter-party with no clearing
organization guarantee. Thus, when the Portfolio purchases an OTC option, it
relies on the dealer from which it has purchased the OTC option to make or take
delivery of the securities underlying the option. Failure by the dealer to do so
would result in the loss of the premium paid by the Portfolio as well as the
loss of the expected benefit of the transaction. The Trustees will approve a
list of dealers with which the Portfolios may engage in OTC options.

When a Portfolio writes an OTC option, it generally will be able to close
out the OTC options prior to its expiration only by entering into a closing
purchase transaction with the dealer to which the Portfolio originally wrote the
OTC option. While the Portfolio will enter into OTC options only with dealers
which agree to, and which are expected to be capable of, entering into closing
transactions with the Portfolio, there can be no assurance that the Portfolio
will be able to liquidate an OTC option at a favorable price at any time prior
to expiration. Until the Portfolio is able to effect a closing purchase
transaction in a covered OTC call option the Portfolio has written, it will not
be able to liquidate securities used as cover until the option expires or is
exercised or different cover is substituted. In the event of insolvency of the
counter party, the Portfolio may be unable to liquidate an OTC option.

OTC options purchased by a Portfolio will be treated as illiquid securities
subject to any applicable limitation on such securities. Similarly, the assets
used to "cover" OTC options written by the Portfolio will be treated as illiquid
unless the OTC options are sold to qualified dealers who agree that the
Portfolio may repurchase any OTC options it writes for a maximum price to be
calculated by a formula set forth in the option agreement. The "cover" for an
OTC option written subject to this

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procedure would be considered illiquid only to the extent that the maximum
repurchase price under the formula exceeds the intrinsic value of the option.

Each Portfolio may write only "covered" options. A call option written by
the Portfolio is "covered" if the Portfolio owns the security underlying the
option or has an absolute and immediate right to acquire that security without
additional consideration (or for additional consideration segregated by its
Custodian) upon conversion or exchange of other securities held in its
portfolio. A call option is also covered if the Portfolio holds on a
share-for-share basis a call on the same security as the call written where the
exercise price of the call held is equal to or less than the exercise price of
the call written; where the exercise price of the call held is greater than the
exercise price of the call written, the Portfolio will segregate cash or other
liquid assets with its Custodian. A put option written by the Portfolio is
"covered" if the Portfolio holds on a share-for-share basis a put on the same
security as the put written where the exercise price of the put held is equal to
or greater than the exercise price of the put written; otherwise the Portfolio
will segregate cash or other liquid assets with its Custodian equivalent in
value to the exercise price of the option. This means that so long as the
Portfolio is obligated as the writer of a call option, it will own the
underlying securities subject to the option or an option to purchase the same
underlying securities, having an exercise price equal to or less than the
exercise price of the "covered" option, or will segregate with its Custodian for
the term of the option cash or other liquid assets having a value equal to or
greater than the exercise price of the option. In the case of a straddle written
by the Portfolio, the amount segregated will equal the amount, if any, by which
the put is "in-the-money."

OPTIONS ON GNMA CERTIFICATES. Options on GNMA Certificates are not
currently traded on any exchange. However, the Mortgage Backed Securities
Portfolio, Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and
International Bond Portfolio may each purchase and write such options should
they commence trading on any exchange and may purchase or write OTC Options on
GNMA certificates.

Since the remaining principal balance of GNMA Certificates declines each
month as a result of mortgage payments, the Portfolio, as a writer of a covered
GNMA call holding GNMA Certificates as "cover" to satisfy its delivery
obligation in the event of assignment of an exercise notice, may find that its
GNMA Certificates no longer have a sufficient remaining principal balance for
this purpose. Should this occur, the Portfolio will enter into a closing
purchase transaction or will purchase additional GNMA Certificates from the same
pool (if obtainable) or replacement GNMA Certificates in the cash market in
order to remain covered.

A GNMA Certificate held by a Portfolio to cover an option position in any
but the nearest expiration month may cease to represent cover for the option in
the event of a decline in the GNMA coupon rate at which new pools are originated
under the FHA/VA loan ceiling in effect at any given time. Should this occur,
the Portfolio will no longer be covered, and the Portfolio will either enter
into a closing purchase transaction or replace the GNMA Certificate with a GNMA
Certificate which represents cover. When the Portfolio closes its position or
replaces the GNMA Certificate, it may realize an unanticipated loss and incur
transaction costs.

RISKS OF OPTIONS TRANSACTIONS. An exchange-traded option position may be
closed out only on an exchange which provides a secondary market for an option
of the same series. Although the Portfolio will generally purchase or write only
those options for which there appears to be an active

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secondary market, there is no assurance that a liquid secondary market on an
exchange will exist for any particular option, or at any particular time, and
for some exchange-traded options, no secondary market on an exchange may exist.
In such event, it might not be possible to effect closing transactions in
particular options, with the result that the Portfolio would have to exercise
its exchange-traded options in order to realize any profit and may incur
transaction costs in connection therewith. If the Portfolio as a covered call
option writer is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until the option
expires or it delivers the underlying security upon exercise.

Reasons for the absence of a liquid secondary market on an exchange include
the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options or underlying securities; (iv) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (v) the facilities of an exchange or
a clearing corporation may not at all times be adequate to handle current
trading volume; or (vi) one or more exchanges could, for economic or other
reasons, decide or be compelled at some future date, to discontinue the trading
of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on that exchange that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated trading activity or other unforeseen events might
not, at times, render certain of the facilities of any of the clearing
corporations inadequate, and thereby result in the institution by an exchange of
special procedures which may interfere with the timely execution of customers'
orders.

In the event of the bankruptcy of a broker through which the Portfolio
engages in options transactions, the Portfolio could experience delays and/or
losses in liquidating open positions purchased or sold through the broker and/or
incur a loss of all or part of its margin deposits with the broker. Similarly,
in the event of the bankruptcy of the writer of an OTC option purchased by the
Portfolio, the Portfolio could experience a loss of all or part of the value of
the option. Transactions are entered into by the Portfolio only with brokers or
financial institutions deemed creditworthy by the investment adviser.

The hours of trading for options may not conform to the hours during which
the underlying securities are traded. To the extent that the option markets
close before the markets for the underlying securities, significant price and
rate movements can take place in the underlying markets that cannot be reflected
in the option markets.

OPTIONS ON SECURITIES INDICES. The International Equity Portfolio,
Mortgage Backed Securities Portfolio, Intermediate-Term Bond Portfolio, Total
Return Bond Portfolio and International Bond Portfolio each may purchase and
write call and put options on securities indices in an attempt to hedge against
market conditions affecting the value of securities that the Portfolio owns or
intends to purchase, and not for speculation. Through the writing or purchase of
index options, the Portfolio can achieve many of the same objectives as through
the use of options on individual securities. Options on securities indices are
similar to options on a security except that, rather than the right to take or
make delivery of a security at a specified price, an option on a securities
index gives the holder the right to receive, upon exercise of the option, an
amount of cash if the closing level of the

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securities index upon which the option is based is greater than, in the case of
a call, or less than, in the case of a put, the exercise price of the option.
This amount of cash is equal to such difference between the closing price of the
index and the exercise price of the option. The writer of the option is
obligated, in return for the premium received, to make delivery of this amount.
Unlike security options, all settlements are in cash and gain or loss depends
upon price movements in the market generally (or in a particular industry or
segment of the market), rather than upon price movements in individual
securities. Price movements in securities that the Portfolio owns or intends to
purchase will probably not correlate perfectly with movements in the level of an
index and, therefore, the Portfolio bears the risk that a loss on an index
option would not be completely offset by movements in the price of such
securities.

When a Portfolio writes an option on a securities index, it will be
required to deposit with its custodian, and mark-to-market, eligible securities
equal in value to 100% of the exercise price in the case of a put, or the
contract value in the case of a call. In addition, where the Portfolio writes a
call option on a securities index at a time when the contract value exceeds the
exercise price, the Portfolio will segregate and mark-to-market, until the
option expires or is closed out, cash or cash equivalents equal in value to such
excess.

Options on a securities index involve risks similar to those risks relating
to transactions in financial futures contracts described below. Also, an option
purchased by the Portfolio may expire worthless, in which case the Portfolio
would lose the premium paid therefor.

RISKS OF OPTIONS ON INDICES. A Portfolio's purchase and sale of options on
indices will be subject to risks described above under "Risks of Options
Transactions." In addition, the distinctive characteristics of options on
indices create certain risks that are not present with stock options.

Index prices may be distorted if trading of certain stocks included in the
index is interrupted. Trading in index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number of
stocks included in the index. If this occurred, the Portfolio would not be able
to close out options which it had purchased or written and, if restrictions on
exercise were imposed, may be unable to exercise an option it holds, which could
result in substantial losses to the Portfolio. It is the policy of each
Portfolio to purchase or write options only on indices which include a number of
stocks sufficient to minimize the likelihood of a trading halt in the index.

The ability to establish and close out positions on such options will be
subject to the development and maintenance of a liquid secondary market. It is
not certain that this market will develop in all index option contracts. A
Portfolio will not purchase or sell any index option contract unless and until,
in the Adviser's opinion, the market for such options has developed sufficiently
that the risk in connection with such transactions is not substantially greater
than the risk in connection with options on securities in the index.

SPECIAL RISKS OF WRITING CALLS ON INDICES. Because exercises of index
options are settled in cash, a call writer such as a Portfolio cannot determine
the amount of its settlement obligations in advance and, unlike call writing on
specific stocks, cannot provide in advance for, or cover, its potential
settlement obligations by acquiring and holding the underlying securities.
However, a Portfolio will write call options on indices only under the
circumstances described below under "Limitations on Purchase and Sale of Stock
Options and Options on Stock Indices, Foreign Currencies and Futures Contracts
on Foreign Currencies."

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Price movements in a Portfolio's security holdings probably will not
correlate precisely with movements in the level of the index and, therefore, the
Portfolio bears the risk that the price of the securities held by the Portfolio
may not increase as much as the index. In such event, the Portfolio would bear a
loss on the call which is not completely offset by movements in the price of the
Portfolio's security holdings. It is also possible that the index may rise when
the Portfolio's stocks do not rise. If this occurred, the Portfolio would
experience a loss on the call which is not offset by an increase in the value of
its portfolio and might also experience a loss in its portfolio. However,
because the value of a diversified portfolio will, over time, tend to move in
the same direction as the market, movements in the value of the Portfolio in the
opposite direction as the market would be likely to occur for only a short
period or to a small degree.

Unless a Portfolio has other liquid assets which are sufficient to satisfy
the exercise of a call, the Portfolio would be required to liquidate portfolio
securities in order to satisfy the exercise. Because an exercise must be settled
within hours after receiving the notice of exercise, if the Portfolio fails to
anticipate an exercise, it may have to borrow from a bank (in amounts not
exceeding 33 1/3% of the Portfolio's total assets) pending settlement of the
sale of securities in its portfolio and would incur interest charges thereon.

When a Portfolio has written a call, there is also a risk that the market
may decline between the time the Portfolio has a call exercised against it, at a
price which is fixed as of the closing level of the index on the date of
exercise, and the time the Portfolio is able to sell stocks in its portfolio. As
with stock options, the Portfolio will not learn that an index option has been
exercised until the day following the exercise date but, unlike a call on stock
where the Portfolio would be able to deliver the underlying securities in
settlement, the Portfolio may have to sell part of its investment portfolio in
order to make settlement in cash, and the price of such securities might decline
before they can be sold. This timing risk makes certain strategies involving
more than one option substantially more risky with index options than with stock
options. For example, even if an index call which the Portfolio has written is
"covered" by an index call held by the Fund with the same strike price, the
Portfolio will bear the risk that the level of the index may decline between the
close of trading on the date the exercise notice is filed with the clearing
corporation and the close of trading on the date the Portfolio exercises the
call it holds or the time the Portfolio sells the call which, in either case,
would occur no earlier than the day following the day the exercise notice was
filed.

If the Portfolio holds an index option and exercises it before final
determination of the closing index value for that day, it runs the risk that the
level of the underlying index may change before closing. If such a change causes
the exercised option to fall out-of-the-money, the Portfolio will be required to
pay the difference between the closing index value and the exercise price of the
option (times the applicable multiplier) to the assigned writer. Although the
Portfolio may be able to minimize this risk by withholding exercise instructions
until just before the daily cutoff time or by selling rather than exercising an
option when the index level is close to the exercise price, it may not be
possible to eliminate this risk entirely because the cutoff times for index
options may be earlier than those fixed for other types of options and may occur
before definitive closing index values are announced.

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FUTURES CONTRACTS

The International Equity Portfolio, Intermediate-Term Bond Portfolio,
Mortgage Backed Securities Portfolio, Total Return Bond Portfolio and
International Bond Portfolio may each enter into futures contracts. As a
purchaser of a futures contract (futures contract), a Portfolio incurs an
obligation to take delivery of a specified amount of the obligation underlying
the futures contract at a specified time in the future for a specified price. As
a seller of a futures contract, the Portfolio incurs an obligation to deliver
the specified amount of the underlying obligation at a specified time in return
for an agreed upon price. A Portfolio may purchase futures contracts on debt
securities, aggregates of debt securities, financial indices and U.S. Government
securities including futures contracts or options linked to LIBOR. Eurodollar
futures contracts are currently traded on the Chicago Mercantile Exchange. They
enable purchasers to obtain a fixed rate for the lending of funds and sellers to
obtain a fixed rate for borrowings. A Portfolio would use Eurodollar futures
contracts and options thereon to hedge against changes in LIBOR, to which many
interest rate swaps are linked. See the discussion of "Risks of Options
Transactions."

A Portfolio will purchase or sell futures contracts for the purpose of
hedging its portfolio (or anticipated portfolio) securities against changes in
prevailing interest rates. If the Adviser anticipates that interest rates may
rise and, concomitantly, the price of the Portfolio's securities holdings may
fall, the Portfolio may sell a futures contract. If declining interest rates are
anticipated, the Portfolio may purchase a futures contract to protect against a
potential increase in the price of securities the Portfolio intends to purchase.
Subsequently, appropriate securities may be purchased by the Portfolio in an
orderly fashion; as securities are purchased, corresponding futures positions
would be terminated by offsetting sales of contracts. In addition, futures
contracts will be bought or sold in order to close out a short or long position
in a corresponding futures contract.

Although most futures contracts call for actual delivery or acceptance of
securities, the contracts usually are closed out before the settlement date
without the making or taking of delivery. A futures contract sale is closed out
by effecting a futures contract purchase for the same aggregate amount of the
specific type of security and the same delivery date. If the sale price exceeds
the offsetting purchase price, the seller would be paid the difference and would
realize a gain. If the offsetting purchase price exceeds the sale price, the
seller would pay the difference and would realize a loss. Similarly, a futures
contract purchase is closed out by effecting a futures contract sale for the
same aggregate amount of the specific type of security and the same delivery
date. If the offsetting sale price exceeds the purchase price, the purchaser
would realize a gain, whereas if the purchase price exceeds the offsetting sale
price, the purchaser would realize a loss. There is no assurance that the
Portfolio will be able to enter into a closing transaction.

When a Portfolio enters into a futures contract it is initially required to
deposit with its Custodian, in a segregated account in the name of the broker
performing the transaction an "initial margin" of cash or other liquid
securities equal to approximately 2-3% of the contract amount. Initial margin
requirements are established by the exchanges on which futures contracts trade
and may, from time to time, change. In addition, brokers may establish margin
deposit requirements in excess of those required by the exchanges.

Initial margin in futures transactions is different from margin in
securities transactions in that initial margin does not involve the borrowing of
funds by a brokers' client but is, rather, a good faith

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deposit on a futures contract which will be returned to the Portfolio upon the
proper termination of the futures contract. The margin deposits made are
marked-to-market daily and the Portfolio may be required to make subsequent
deposits into the segregated account, maintained at its Custodian for that
purpose, or cash or U.S. Government securities, called "variation margin," in
the name of the broker, which are reflective of price fluctuations in the
futures contract.

OPTIONS ON FUTURES CONTRACTS. The International Equity Portfolio,
Intermediate-Term Bond Portfolio, Mortgage Backed Securities Portfolio, Total
Return Bond Portfolio and International Bond Portfolio may each purchase call
and put options on futures contracts which are traded on an exchange and enter
into closing transactions with respect to such options to terminate an existing
position. An option on a futures contract gives the purchaser the right (in
return for the premium paid), and the writer the obligation, to assume a
position in a futures contract (a long position if the option is a call and a
short position if the option is a put) at a specified exercise price at any time
during the term of the option. Upon exercise of the option, the assumption of an
offsetting futures position by the writer and holder of the option will be
accompanied by delivery of the accumulated cash balance in the writer's futures
margin account which represents the amount by which the market price of the
futures contract at exercise exceeds, in the case of a call, or is less than, in
the case of a put, the exercise price of the option on the futures contract.

A Portfolio may only write "covered" put and call options on futures
contracts. A Portfolio will be considered "covered" with respect to a call
option it writes on a futures contract if the Portfolio owns the assets which
are deliverable under the futures contract or an option to purchase that futures
contract having a strike price equal to or less than the strike price of the
"covered" option and having an expiration date not earlier than the expiration
date of the "covered" option, or if it segregates with its Custodian for the
term of the option cash or other liquid assets equal to the fluctuating value of
the optioned future. The Portfolio will be considered "covered" with respect to
a put option it writes on a futures contract if it owns an option to sell that
futures contract having a strike price equal to or greater than the strike price
of the "covered" option, or if it segregates with its Custodian for the term of
the option cash or other liquid assets at all times equal in value to the
exercise price of the put (less any initial margin deposited by the Portfolio
with its Custodian with respect to such option). There is no limitation on the
amount of the Portfolio's assets which can be segregated.

A Portfolio will purchase options on futures contracts for identical
purposes to those set forth above for the purchase of a futures contract
(purchase of a call option or sale of a put option) and the sale of a futures
contract (purchase of a put option or sale of a call option), or to close out a
long or short position in futures contracts. If, for example, the Adviser wished
to protect against an increase in interest rates and the resulting negative
impact on the value of a portion of its U.S. Government securities holdings, it
might purchase a put option on an interest rate futures contract, the underlying
security which correlates with the portion of the securities holdings the
Adviser seeks to hedge.

LIMITATIONS ON FUTURES CONTRACTS AND OPTIONS ON FUTURES. A Portfolio may
purchase or sell futures contracts or purchase related options thereon for bona
fide hedging transactions without limit. In addition, the Portfolios may use
futures contracts and options thereon for any other purpose to the extent that
the aggregate initial margin and option premium does not exceed 5% of the market
value of the Portfolios. There is no overall limitation on the percentage of the
Portfolio's assets

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which may be subject to a hedge position. In addition, in accordance with the
regulations of the Commodity Futures Trading Commission (CFTC) the Portfolio is
exempt from registration as a commodity pool operator.

RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS. A
Portfolio may sell a futures contract to protect against the decline in the
value of securities held by the Portfolio. However, it is possible that the
futures market may advance and the value of securities held in the Portfolio's
portfolio may decline. If this were to occur, the Portfolio would lose money on
the futures contracts and also experience a decline in value in its portfolio
securities.

If a Portfolio purchases a futures contract to hedge against the increase
in value of securities it intends to buy, and the value of such securities
decreases, then the Portfolio may determine not to invest in the securities as
planned and will realize a loss on the futures contract that is not offset by a
reduction in the price of the securities.

In order to assure that the Portfolio is entering into transactions in
futures contracts for hedging purposes as such term is defined by the CFTC,
either: (1) a substantial majority (i.e., approximately 75%) of all anticipatory
hedge transactions (transactions in which the Portfolio does not own at the time
of the transaction, but expects to acquire, the securities underlying the
relevant futures contract) involving the purchase of futures contracts will be
completed by the purchase of securities which are the subject of the hedge, or
(2) the underlying value of all long positions in futures contracts will not
exceed the total value of (a) all short-term debt obligations held by the
Portfolio; (b) cash held by the Portfolio; (c) cash proceeds due to the
Portfolio on investments within thirty days; (d) the margin deposited on the
contracts; and (e) any unrealized appreciation in the value of the contracts.

If a Portfolio maintains a short position in a futures contract, it will
cover this position by segregating with its Custodian, cash or other liquid
assets equal in value (when added to any initial or variation margin on deposit)
to the market value of the securities underlying the futures contract. Such a
position may also be covered by owning the securities underlying the futures
contract, or by holding a call option permitting the Portfolio to purchase the
same contract at a price no higher than the price at which the short position
was established.

In addition, if a Portfolio holds a long position in a futures contract, it
will segregate cash or other liquid assets equal to the purchase price of the
contract (less the amount of initial or variation margin on deposit) with its
Custodian. Alternatively, the Portfolio could cover its long position by
purchasing a put option on the same futures contract with an exercise price as
high or higher than the price of the contract held by the Portfolio.

Exchanges limit the amount by which the price of a futures contract may
move on any day. If the price moves equal the daily limit on successive days,
then it may prove impossible to liquidate a futures position until the daily
limit moves have ceased. In the event of adverse price movements, the Portfolio
would continue to be required to make daily cash payments of variation margin on
open futures positions. In such situations, if the Portfolio has insufficient
cash, it may be disadvantageous to do so. In addition, the Portfolio may be
required to take or make delivery of the instruments underlying futures
contracts it holds at a time when it is disadvantageous to do so. The ability to
close out options and futures positions could also have an adverse impact on the
Portfolio's ability to hedge its portfolio effectively.

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In the event of the bankruptcy of a broker through which the Portfolio
engages in transactions in futures or options thereon, the Portfolio could
experience delays and/or losses in liquidating open positions purchased or sold
through the broker and/or incur a loss of all or part of its margin deposits
with the broker. Transactions are entered into by the Portfolio only with
brokers or financial institutions deemed creditworthy by the Adviser.

There are risks inherent in the use of futures contracts and options
transactions for the purpose of hedging the Portfolio's securities. One such
risk which may arise in employing futures contracts to protect against the price
volatility of portfolio securities is that the prices of securities subject to
futures contracts (and thereby the futures contract prices) may correlate
imperfectly with the behavior of the cash prices of the Portfolio's portfolio
securities. Another such risk is that prices of futures contracts may not move
in tandem with the changes in prevailing interest rates against which the
Portfolio seeks a hedge. A correlation may also be distorted by the fact that
the futures market is dominated by short-term traders seeking to profit from the
difference between a contract or security price objective and their cost of
borrowed funds. Such distortions are generally minor and would diminish as the
contract approached maturity.

There may exist an imperfect correlation between the price movements of
futures contracts purchased by the Portfolio and the movements in the prices of
the securities which are the subject of the hedge. If participants in the
futures market elect to close out their contracts through offsetting
transactions rather than meet margin deposit requirements, distortions in the
normal relationships between the debt securities and futures market could
result. Price distortions could also result if investors in futures contracts
elect to make or take delivery of underlying securities rather than engage in
closing transactions due to the resultant reduction in the liquidity of the
futures market. In addition, due to the fact that, from the point of view of
speculators, the deposit requirements in the futures markets are less onerous
than margin requirements in the cash market, increased participation by
speculators in the futures markets could cause temporary price distortions. Due
to the possibility of price distortions in the futures market and because of the
imperfect correlation between movements in the prices of securities and
movements in the prices of futures contracts, a correct forecast of interest
rate trends by the Adviser may still not result in a successful hedging
transaction.

Compared to the purchase or sale of futures contracts, the purchase of call
or put options on futures contracts involves less potential risk to the
Portfolio because the maximum amount at risk is the premium paid for the options
(plus transaction costs). However, there may be circumstances when the purchase
of a call or put option on a futures contract would result in a loss to the
Portfolio notwithstanding that the purchase or sale of a futures contract would
not result in a loss, as in the instance where there is no movement in the
prices of the futures contracts or underlying U.S. Government securities.

OPTIONS ON CURRENCIES

Instead of purchasing or selling futures, options on futures or forward
currency exchange contracts, the International Equity Portfolio,
Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and International
Bond Portfolio may each attempt to accomplish similar objectives by purchasing
put or call options on currencies either on exchanges or in over-the-counter
markets or by writing put options or covered call options on currencies. A put
option gives the Portfolio the right

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to sell a currency at the exercise price until the option expires. A call option
gives the Portfolio the right to purchase a currency at the exercise price until
the option expires. Both options serve to insure against adverse currency price
movements in the underlying portfolio assets designated in a given currency.

RISKS OF OPTIONS ON FOREIGN CURRENCIES. Because there are two currencies
involved, developments in either or both countries affect the values of options
on foreign currencies. Risks include those described in the Prospectus under
"Other Investments and Policies--Risk Factors and Special Considerations of
Investing in Foreign Securities," including government actions affecting
currency valuation and the movements of currencies from one country to another.
The quantity of currency underlying option contracts represent odd lots in a
market dominated by transactions between banks; this can mean extra transaction
costs upon exercise. Option markets may be closed while round-the-clock
interbank currency markets are open, and this can create price and rate
discrepancies.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The International Equity Portfolio, Intermediate-Term Bond Portfolio, Total
Return Bond Portfolio and International Bond Portfolio may each enter into
forward foreign currency exchange contracts in several circumstances. When a
Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when a Portfolio anticipates the receipt
in a foreign currency of dividends or interest payments on a security which it
holds, the Portfolio may desire to "lock-in" the U.S. dollar price of the
security or the U.S. dollar equivalent of such dividend or interest payment, as
the case may be. By entering into a forward contract for a fixed amount of
dollars, for the purchase or sale of the amount of foreign currency involved in
the underlying transactions, a Portfolio may be able to protect itself against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the foreign currency during the period between the date on which
the security is purchased or sold, or on which the dividend or interest payment
is declared, and the date on which such payments are made or received.

Additionally, when an Adviser believes that the currency of a particular
foreign country may suffer a substantial decline against the U.S. dollar, the
Portfolio may enter into a forward contract for a fixed amount of dollars, to
sell the amount of foreign currency approximating the value of some or all of
the Portfolio's securities holdings denominated in such foreign currency. The
precise matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between the date on which the forward contract is entered
into and the date it matures. The projection of short-term currency market
movement is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain. A Portfolio does not intend to enter into
such forward contracts to protect the value of its portfolio securities on a
regular or continuous basis. A Portfolio does not intend to enter into such
forward contracts or maintain a net exposure to such contracts where the
consummation of the contracts would obligate the Portfolio to deliver an amount
of foreign currency in excess of the value of the Portfolio's securities
holdings or other assets denominated in that currency. However, the Portfolios
believe that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of the Portfolio will
thereby be served.

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The Portfolio generally will not enter into a forward contract with a term
of greater than one year. At the maturity of a forward contract, the Portfolio
may either sell the portfolio security and make delivery of the foreign
currency, or it may retain the security and terminate its contractual obligation
to deliver the foreign currency by purchasing an "offsetting" contract with the
same currency trader obligating it to purchase, on the same maturity date, the
same amount of the foreign currency.

It is impossible to forecast with absolute precision the market value of a
particular portfolio security at the expiration of the forward contract.
Accordingly, if a decision is made to sell the security and make delivery of the
foreign currency and if the market value of the security is less than the amount
of foreign currency that the Portfolio is obligated to deliver, then it would be
necessary for the Portfolio to purchase additional foreign currency on the spot
market (and bear the expense of such purchase).

If the Portfolio retains the portfolio security and engages in an
offsetting transaction, the Portfolio will incur a gain or a loss to the extent
that there has been movement in forward contract prices. Should forward contract
prices decline during the period between the Portfolio's entering into a forward
contract for the sale of a foreign currency and the date it enters into an
offsetting contract for the purchase of the foreign currency, the Portfolio will
realize a gain to the extent that the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
contract prices increase, the Portfolio will suffer a loss to the extent that
the price of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell.

A Portfolio's dealing in forward foreign currency exchange contracts will
generally be limited to the transactions described above. Of course, a Portfolio
is not required to enter into such transactions with regard to its foreign
currency-denominated securities. It also should be recognized that this method
of protecting the value of a Portfolio's securities holdings against a decline
in the value of a currency does not eliminate fluctuations in the underlying
prices of the securities which are unrelated to exchange rates. Additionally,
although such contracts tend to minimize the risk of loss due to a decline in
the value of the hedged currency, at the same time they tend to limit any
potential gain which might result should the value of such currency increase.

Although the Portfolio values its assets daily in terms of U.S. dollars, it
does not intend physically to convert its holdings of foreign currencies into
U.S. dollars on a daily basis. It will do so from time to time, and investors
should be aware of the costs of currency conversion. Although foreign exchange
dealers do not charge a fee for conversion, they do realize a profit based on
the difference (the spread) between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign currency
to a Portfolio at one rate, while offering a lesser rate of exchange should the
Portfolio desire to resell that currency to the dealer.

LIMITATIONS ON PURCHASE AND SALE OF STOCK OPTIONS AND OPTIONS ON STOCK INDICES,
FOREIGN CURRENCIES AND FUTURES CONTRACTS ON FOREIGN CURRENCIES

A Portfolio may write put and call options on stocks only if they are
covered, and such options must remain covered so long as the Portfolio is
obligated as a writer. A Portfolio will write put options on foreign currencies
and futures contracts on foreign currencies for bona fide hedging

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purposes only if there is segregated with the Portfolio's Custodian an amount of
cash or other liquid assets equal to or greater than the aggregate exercise
price of the puts. In addition, the Portfolio may use futures contracts or
related options for non-hedging or speculative purposes to the extent that
aggregate initial margin and option premiums do not exceed 5% of the market
value of the Portfolio's assets. A Portfolio does not intend to purchase options
on equity securities or securities indices if the aggregate premiums paid for
such outstanding options would exceed 10% of the Portfolio's total assets.

Except as described below, a Portfolio will write call options on indices
only if on such date it holds a portfolio of stocks at least equal to the value
of the index times the multiplier times the number of contracts. When a
Portfolio writes a call option on a broadly-based stock market index, the
Portfolio will segregate with its Custodian, or pledge to a broker as collateral
for the option, cash, other liquid assets or at least one "qualified security"
with a market value at the time the option is written of not less than 100% of
the current index value times the multiplier times the number of contracts.

If a Portfolio has written an option on an industry or market segment
index, it will segregate with its Custodian, or pledge to a broker as collateral
for the option, at least ten "qualified securities," all of which are stocks of
issuers in such industry or market segment, with a market value at the time the
option is written of not less than 100% of the current index value times the
multiplier times the number of contracts. Such stocks will include stocks which
represent at least 50% of the weighting of the industry or market segment index
and will represent at least 50% of the Portfolio's holdings in that industry or
market segment. No individual security will represent more than 15% of the
amount so segregated or pledged in the case of broadly-based stock market index
options or 25% of such amount in the case of industry or market segment index
options. If at the close of business on any day the market value of such
qualified securities so segregated or pledged falls below 100% of the current
index value times the multiplier times the number of contracts, the Fund will so
segregate or pledge an amount in cash or other liquid assets equal in value to
the difference. In addition, when a Portfolio writes a call on an index which is
in-the-money at the time the call is written, the Portfolio will segregate with
its Custodian or pledge to the broker as collateral cash or other liquid assets
equal in value to the amount by which the call is in-the-money times the
multiplier times the number of contracts. Any amount segregated pursuant to the
foregoing sentence may be applied to the Portfolio's obligation to segregate
additional amounts in the event that the market value of the qualified
securities falls below 100% of the current index value times the multiplier
times the number of contracts. A "qualified security" is an equity security
which is listed on a national securities exchange or listed on NASDAQ against
which a Portfolio has not written a stock call option and which has not been
hedged by the Portfolio by the sale of stock index futures. However, if the
Portfolio holds a call on the same index as the call written where the exercise
price of the call held is equal to or less than the exercise price of the call
written or greater than the exercise price of the call written if the difference
is segregated by the Portfolio in cash or other liquid assets with its
Custodian, it will not be subject to the requirements described in this
paragraph.

A Portfolio may engage in futures contracts and options on futures
transactions as a hedge against changes, resulting from market or political
conditions, in the value of the currencies to which the Portfolio is subject or
to which the Portfolio expects to be subject in connection with future
purchases. A Portfolio may engage in such transactions when they are
economically appropriate for the reduction of risks inherent in the ongoing
management of the Portfolio. A Portfolio may write

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options on futures contracts to realize through the receipt of premium income a
greater return than would be realized in the Portfolio's securities holdings
alone.

REPURCHASE AGREEMENTS

Each Portfolio may enter into repurchase transactions with parties meeting
creditworthiness standards approved by the Trustees. Each Adviser will monitor
the creditworthiness of such parties, under the general supervision of the
Manager and the Trustees. In the event of a default or bankruptcy by a seller,
the Portfolio will promptly seek to liquidate the collateral. To the extent that
the proceeds from any sale of such collateral upon a default in the obligation
to repurchase are less than the repurchase price, the Portfolio will suffer a
loss.

LENDING OF SECURITIES

Consistent with applicable regulatory requirements, the Mortgage Backed
Securities Portfolio, Intermediate-Term Bond Portfolio, Total Return Bond
Portfolio and International Bond Portfolio may each lend portfolio securities to
brokers, dealers and other financial institutions, provided that such loans are
callable at any time by a Portfolio, and are at all times secured by cash or
cash equivalents, which are segregated pursuant to applicable regulations that
are equal to at least the market value, determined daily, of the loaned
securities. The advantage of such loans is that a Portfolio continues to receive
the income on the loaned securities while at the same time earning interest on
the cash amounts deposited as collateral, which will be invested in short-term
obligations.

A loan may be terminated by the borrower on one business day's notice, or
by a Portfolio on two business days' notice. If the borrower fails to deliver
the loaned securities within two days after receipt of notice, a Portfolio could
use the collateral to replace the securities while holding the borrower liable
for any excess of replacement cost over collateral. As with any extensions of
credit, there are risks of delay in recovery and in some cases even loss of
rights in the collateral should the borrower of the securities fail financially.
However, these loans of portfolio securities will only be made to firms deemed
by a Portfolio's Adviser to be creditworthy and when the income which can be
earned from such loans justifies the attendant risks. Upon termination of the
loan, the borrower is required to return the securities to a Portfolio. Any gain
or loss in the market price during the loan period would inure to a Portfolio.
The creditworthiness of firms to which a Portfolio lends its portfolio
securities will be monitored on an ongoing basis by the Adviser pursuant to
procedures adopted and reviewed, on an ongoing basis, by the Trustees.

When voting or consent rights which accompany loaned securities pass to the
borrower, a Portfolio will follow the policy of calling the loaned securities,
to be delivered within one day after notice, to permit the exercise of such
rights if the matters involved would have a material effect on a Portfolio's
investment in such loaned securities. A Portfolio may pay reasonable finders',
administrative and custodial fees in connection with a loan of its securities.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

From time to time, in the ordinary course of business, each Portfolio may
purchase securities on a when-issued or delayed delivery basis, i.e., delivery
and payment can take place a month or more

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after the date of the transactions. The securities so purchased are subject to
market fluctuation and no interest accrues to the purchaser during this period.
While a Portfolio will only purchase securities on a when-issued, delayed
delivery or forward commitment basis with the intention of acquiring the
securities, a Portfolio may sell the securities before the settlement date, if
it is deemed advisable. At the time a Portfolio makes the commitment to purchase
securities on a when-issued or delayed delivery basis, a Portfolio will record
the transaction and thereafter reflect the value, each day, of such security in
determining the net asset value of a Portfolio. At the time of delivery of the
securities, the value may be more or less than the purchase price. A Portfolio
will also segregate with a Portfolio's custodian bank cash or other liquid
assets equal in value to commitments for such when-issued or delayed delivery
securities; subject to this requirement, a Portfolio may purchase securities on
such basis without limit. An increase in the percentage of a Portfolio's assets
committed to the purchase of securities on a when-issued or delayed delivery
basis may increase the volatility of a Portfolio's net asset value. The Adviser
does not believe that a Portfolio's net asset value or income will be adversely
affected by a Portfolio's purchase of securities on such basis.

INTEREST RATE SWAP TRANSACTIONS

The Mortgage Backed Securities Portfolio, Intermediate-Term Bond Portfolio,
Total Return Bond Portfolio and International Bond Portfolio may each enter into
either asset-based interest rate swaps or liability-based interest rate swaps,
depending on whether it is hedging its assets or its liabilities. The Portfolio
will usually enter into interest rate swaps on a net basis, i.e., the two
payment streams are netted out, with a Portfolio receiving or paying, as the
case may be, only the net amount of the two payments. Since these hedging
transactions are entered into for good faith hedging purposes and cash or other
liquid assets are segregated, the Manager and the Advisers believe such
obligations do not constitute senior securities and, accordingly, will not treat
them as being subject to the borrowing restrictions applicable to each
Portfolio. The net amount of the excess, if any, of a Portfolio's obligations
over its entitlements with respect to each interest rate swap will be accrued on
a daily basis and an amount of cash or other liquid assets having an aggregate
net asset value at least equal to the accrued excess will be segregated by a
custodian that satisfies the requirements of the Investment Company Act. To the
extent that a Portfolio enters into interest rate swaps on other than a net
basis, the amount segregated will be the full amount of a Portfolio's
obligations, if any, with respect to such interest rate swaps, accrued on a
daily basis. The Portfolios will not enter into any interest rate swaps unless
the unsecured senior debt or the claims-paying ability of the other party
thereto is rated in the highest rating category of at least one nationally
recognized rating organization at the time of entering into such transaction. If
there is a default by the other party to such a transaction, a Portfolio will
have contractual remedies pursuant to the agreement related to the transaction.
The swap market has grown substantially in recent years with a large number of
banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, the swap market has
become relatively liquid.

The use of interest rate swaps is highly speculative activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. If incorrect in its forecast of
market values, interest rates and other applicable factors, the investment

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performance of a Portfolio would diminish compared to what it would have been if
this investment technique was never used.

A Portfolio may only enter into interest rate swaps to hedge its portfolio.
Interest rate swaps do not involve the delivery of securities or other
underlying assets or principal. Accordingly, the risk of loss with respect to
interest rates swaps is limited to the net amount of interest payments that a
Portfolio is contractually obligated to make. If the other party to an interest
rate swap defaults, a Portfolio's risk of loss consists of the net amount of
interest payments that a Portfolio is contractually entitled to receive. Since
interest rate swaps are individually negotiated, a Portfolio expects to achieve
an acceptable degree of correlation between its rights to receive interest on
its portfolio securities and its rights and obligations to receive and pay
interest pursuant to interest rate swaps.

ILLIQUID SECURITIES

Each Portfolio may hold up to 15% of its net assets in illiquid securities,
except for the U.S. Government Money Market Portfolio, which may hold up to 10%
of its net assets in illiquid securities. Illiquid securities include repurchase
agreements which have a maturity of longer than seven days, and securities that
are illiquid by virtue of the absence of a readily available market or legal or
contractual restrictions on resale. Historically, illiquid securities have
included securities subject to contractual or legal restrictions on resale
because they have not been registered under the Securities Act of 1933, as
amended (Securities Act), securities which are otherwise not readily marketable
and repurchase agreements having a maturity of longer than seven days.
Securities which have not been registered under the Securities Act are referred
to as private placements or restricted securities and are purchased directly
from the issuer or in the secondary market. Mutual funds do not typically hold a
significant amount of these restricted or other illiquid securities because of
the potential for delays on resale and uncertainty in valuation. Limitations on
resale may have an adverse effect on the marketability of portfolio securities
and a mutual fund might be unable to dispose of restricted or other illiquid
securities promptly or at reasonable prices and might thereby experience
difficulty satisfying redemptions within seven days. A mutual fund might also
have to register such restricted securities in order to dispose of them
resulting in additional expense and delay. Adverse market conditions could
impede such a public offering of securities.

In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.

Rule 144A under the Securities Act allows for a broader institutional
trading market for securities otherwise subject to restriction on resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers. The Adviser anticipates that the market for
certain restricted securities such as institutional commercial paper,
convertible securities and foreign securities will expand further as a result of
this regulation and the development of automated

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systems for the trading, clearance and settlement of unregistered securities of
domestic and foreign issuers, such as the PORTAL System sponsored by the NASD.

Certain restricted securities eligible for resale pursuant to Rule 144A
under the Securities Act are not deemed to be illiquid. The Adviser will monitor
the liquidity of such restricted securities subject to the supervision of the
Trustees. In reaching liquidity decisions, the Advisers will consider, inter
alia, the following factors: (1) the frequency of trades and quotes for the
security; (2) the number of dealers wishing to purchase or sell the security and
the number of other potential purchasers; (3) dealer undertakings to make a
market in the security and (4) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of the transfer). In addition, in order
for commercial paper that is issued in reliance on Section 4(2) of the
Securities Act to be considered liquid, (i) it must be rated in one of the two
highest rating categories by at least two nationally recognized statistical
rating organizations (NRSRO), or if only one NRSRO rates the securities, by that
NRSRO, or, if unrated, be of comparable quality in the view of the Adviser; and
(ii) it must not be "traded flat" (i.e., without accrued interest) or in default
as to principal or interest. Repurchase agreements subject to demand are deemed
to have a maturity equal to the notice period.

The staff of the Commission has taken the position that purchased
over-the-counter options and the assets used as "cover" for written
over-the-counter options are illiquid securities unless the Portfolio and the
counterparty have provided for the Portfolio, at the Portfolio's election, to
unwind the over-the-counter option. The exercise of such an option ordinarily
would involve the payment by the Portfolio of an amount designated to effect the
counterparty's economic loss from an early termination, but does allow the
Portfolio to treat the assets used as "cover" as "liquid."

SEGREGATED ASSETS

When the Fund is required to segregate assets in connection with certain
portfolio transactions (e.g., futures, forward contracts, reverse repurchase
agreements and dollar rolls), it will designate cash or liquid assets as
segregated with the Fund's Custodian. "Liquid assets" mean cash, U.S. Government
securities, equity securities (including foreign securities), debt obligations
or other liquid, unencumbered assets, marked-to-market daily.

INVESTMENT RESTRICTIONS

The following restrictions are fundamental policies. Fundamental policies
are those which cannot be changed without the approval of the holders of a
majority of a Portfolio's outstanding voting securities. A "majority of the
outstanding voting securities" of a Portfolio, when used in this Statement of
Additional Information, means the lesser of (i) 67% of the shares represented at
a meeting at which more than 50% of the outstanding shares are present in person
or represented by proxy or (ii) more than 50% of the outstanding shares.

A Portfolio may not:

1. Purchase securities on margin (but the Portfolio may obtain such
short-term credits as may be necessary for the clearance of transactions);
provided that the deposit or payment by the

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Portfolio of initial or variation margin in connection with options or futures
contracts is not considered the purchase of a security on margin.

2. Make short sales of securities, or maintain a short position if, when
added together, more than 25% of the value of the Portfolio's net assets would
be (i) deposited as collateral for the obligation to replace securities borrowed
to effect short sales and (ii) allocated to segregated accounts in connection
with short sales. Short sales "against-the-box" are not subject to this
limitation.

3. Issue senior securities, borrow money or pledge its assets, except that
the Portfolio may borrow from banks or through dollar rolls or reverse
repurchase agreements up to 33 1/3% of the value of its total assets (calculated
when the loan is made) for temporary, extraordinary or emergency purposes, to
take advantage of investment opportunities or for the clearance of transactions
and may pledge up to 33 1/3% of the value of its total assets to secure such
borrowings. For purposes of this restriction, the purchase or sale of securities
on a "when-issued" or delayed delivery basis and the purchase and sale of
futures contracts are not deemed to be a pledge of assets and neither such
arrangements nor the purchase or sale of futures contracts nor the purchase and
sale of related options, nor obligations of the Portfolio to Trustees pursuant
to deferred compensation arrangements are deemed to be the issuance of a senior
security.

4. Purchase any security (other than obligations of the U.S. Government,
its agencies and instrumentalities) if as a result: (i) except with respect to
the International Bond Portfolio, with respect to 75% of its total assets, more
than 5% of the Portfolio's total assets (determined at the time of investment)
would then be invested in securities of a single issuer or (ii) 25% or more of
the Portfolio's total assets (determined at the time of investment) would be
invested in one or more issuers having their principal business activities in
the same industry.

5. Invest more than 5% of its total assets in securities of any issuer
having a record, together with predecessors, of less than three years of
continuous operations. This restriction shall not apply to mortgage-backed
securities, asset-backed securities or obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.

6. Buy or sell real estate or interests in real estate, except that the
Portfolio may purchase and sell mortgaged-backed securities, securities
collateralized by mortgages, securities which are secured by real estate,
securities of companies which invest or deal in real estate and publicly traded
securities of real estate investment trusts.

7. Act as underwriter except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed to be an underwriter under
certain federal securities laws. The Portfolios may purchase restricted
securities without limit.

8. Make investments for the purpose of exercising control or management.

9. Invest in securities of other investment companies, except by purchases
in the open market involving only customary brokerage commissions and as a
result of which the Portfolio will not hold more than 3% of the outstanding
voting securities of any one investment company, will not have invested more
than 5% of its total assets in any one investment company and will not have
invested more than 10% of its total assets (determined at the time of
investment) in such securities or one or more investment company's, or except as
part of a merger, consolidation or other acquisition.

B-25
<PAGE> 109

10. Invest in interests in oil, gas or other mineral exploration or
development programs, except that the Portfolio may invest in the securities of
companies which invest in or sponsor such programs.

11. Make loans, except through (i) repurchase agreements and (ii) loans of
portfolio securities limited to 33 1/3% of the value of the Portfolio's total
assets.

12. Purchase more than 10% of all outstanding voting securities of any one
issuer.

13. Buy or sell commodities or commodity contracts, except that the
Portfolio may purchase and sell financial futures contracts and options thereon.

The foregoing restrictions are fundamental policies that may not be changed
without the approval of a majority of the Portfolio's voting securities.

Whenever any fundamental investment policy or investment restriction states
a maximum percentage of the Portfolio's assets, it is intended that if the
percentage limitation is met at the time the investment is made, a later change
in percentage resulting from changing total or net asset values will not be
considered a violation of such policy. However, in the event that the
Portfolio's asset coverage for borrowings falls below 300%, the Portfolio will
take prompt action to reduce its borrowings, as required by applicable law.

As a matter of non-fundamental operating policy, a portfolio will not
purchase rights if as a result the Portfolio would then have more than 5% of its
assets (determined at the time of investment) invested in rights.

TRUSTEES AND OFFICERS

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATIONS
NAME AND AGE(1) THE TRUST DURING PAST FIVE YEARS
--------------- ------------- ----------------------
<S> <C> <C>
Eugene C. Dorsey (71) Trustee Retired President, Chief Executive Officer and
Trustee of the Gannett Foundation (now
Freedom Forum); former Publisher of four
Gannett newspapers and Vice President of
Gannett Company; past Chairman, Independent
Sector, Washington, D.C. (largest national
coalition of philanthropic organizations);
former Chairman of the American Council for
the Arts; Director of the advisory board of
Chase Manhattan Bank of Rochester, First
Financial Fund, Inc. and The High Yield
Income Fund, Inc.
Douglas H. McCorkindale (58) Trustee Vice Chairman (since March 1984) and President
(since September 1997) of Gannett Co. Inc.
(publishing and media), Director of
Continental Airlines, Inc., Gannett Co., Inc.
and Frontier Corporation.
</TABLE>

B-26
<PAGE> 110

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATIONS
NAME AND AGE(1) THE TRUST DURING PAST FIVE YEARS
--------------- ------------- ----------------------
<S> <C> <C>
Thomas T. Mooney (56) Trustee President of the Greater Rochester Metro
Chamber of Commerce; former Rochester City
Manager; Trustee of Center for Governmental
Research, Inc.; Director of Blue Cross of
Rochester, The Business Council of New York
State, Executive Service Corps of Rochester,
Monroe County Water Authority, Rochester
Jobs, Inc., Monroe County Industrial
Development Corporation, Northeast Midwest
Institute and The High Yield Income Fund,
Inc.; President, Director and Treasurer,
First Financial Fund, Inc. and The High Yield
Plus Fund, Inc.
*Richard A. Redeker (54) President and Employee of Prudential Investments; formerly
751 Broad Street Trustee President, Chief Executive Officer and
Newark, New Jersey 07102 Director (October 1993-September 1996) of
Prudential Mutual Fund Management, Inc.,
Executive Vice President, Director and Member
of Operating Committee (October
1993-September 1996) of Prudential
Securities, Director (October 1993-September
1996) of Prudential Securities Group, Inc.
(PSG), Executive Vice President, The
Prudential Investment Corporation (January
1994-September 1996), Director (January
1994-September 1996), Prudential Mutual Fund
Distributors, Inc. and Prudential Mutual Fund
Services, Inc., and Senior Executive Vice
President and Director of Kemper Financial
Services, Inc. (September 1978-September
1993); President and Director of The High
Yield Income Fund, Inc.
S. Jane Rose (52) Secretary Senior Vice President (since December 1996) of
PIFM; Senior Vice President and Senior
Counsel (since July 1992) of Prudential
Securities; formerly Senior Vice President
(January 1991-September 1996) and Senior
Counsel (June 1987-September 1996) of
Prudential Mutual Fund Management, Inc.
Grace C. Torres (38) Treasurer and First Vice President (since December 1996) of
Principal PIFM; First Vice President (since March 1994)
Financial and of Prudential Securities; formerly First Vice
Accounting President (March 1994-September 1996) of
Officer Prudential Mutual Fund Management, Inc. and
Vice President (July 1989-March 1994) of
Bankers Trust Corporation.
</TABLE>

B-27
<PAGE> 111

<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATIONS
NAME AND AGE(1) THE TRUST DURING PAST FIVE YEARS
--------------- ------------- ----------------------
<S> <C> <C>
Marguerite E. H. Assistant Vice President and Associate General Counsel
Morrison (41) Secretary (since December 1996) of PIFM; Vice President
and Associate General Counsel of Prudential
Securities; Vice President and Associate
General Counsel (June 1991-September 1996) of
Prudential Mutual Fund Management, Inc.
Stephen M. Ungerman (44) Assistant Tax Director (since March 1996) of Prudential
Treasurer Investments and the Private Asset Group of
The Prudential Insurance Company of America
(Prudential); formerly First Vice President
(February 1993-September 1996) of Prudential
Mutual Fund Management, Inc. and Senior Tax
Manager (1981-January 1993) of Price
Waterhouse LLP.
</TABLE>

- ---------------

* "Interested" Trustee, as defined in the Investment Company Act, by reason of
his or her affiliation with Prudential, Prudential Securities or PIFM.

(1) The addresses of the persons listed in the table above is Gateway Center
Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, unless otherwise
noted.

Trustees and officers of the Trust are also directors, trustees and
officers of some or all of the other investment companies distributed by
Prudential Securities.

The officers conduct and supervise the daily business operations of the
Trust, while the Trustees, in addition to their functions set forth under
"Manager" and "Distributor," review such actions and decide on general policy.

The Trustees have adopted a retirement policy which calls for the
retirement of Trustees on December 31 of the year in which they reach the age of
72, except that retirement is being phased in for Trustees who were age 68 or
older as of December 31, 1993. Mr. Dorsey is scheduled to retire on December 31,
1998.

The Trust pays each of its Trustees who is not an affiliated person of the
Manager or a Portfolio's Adviser annual compensation of $8,000, in addition to
certain out-of-pocket expenses. The amount of annual compensation paid to each
Trustee may change as a result of the introduction of additional funds upon the
boards of which the Trustee may be asked to serve.

Trustees may receive their Trustee's fees pursuant to a deferred fee
agreement with the Trust. Under the terms of the agreement, the Trust accrues
daily the amount of Trustee's fees in installments which accrue interest at a
rate equivalent to the prevailing rate applicable to 90-day U.S. Treasury Bills
at the beginning of each calendar quarter or, pursuant to an SEC exemptive
order, at the daily rate of return of a Portfolio. Payment of the interest so
accrued is also deferred and accruals become payable at the option of the
Trustee. The Trust's obligation to make payments of deferred Trustees' fees,
together with interest thereon, is a general obligation of the Trust. As of

B-28
<PAGE> 112

December 31, 1997, Mr. Dorsey elected to receive his Trustee's fees pursuant to
the deferred fee agreement.

Pursuant to the Management Agreement with the Trust, the Manager pays all
compensation of officers and employees of the Trust as well as the fees and
expenses of all Trustees of the Trust who are affiliated persons of the Manager.

The following table sets forth the aggregate compensation paid by the Trust
to the Trustees who are not affiliated with the Manager for the fiscal year
ended December 31, 1997 and the aggregate compensation paid to such Trustees for
service on the Trust's Board and the boards of all other investment companies
managed by PIFM (Fund Complex) for the calendar year ended December 31, 1997.

COMPENSATION TABLE

<TABLE>
<CAPTION>
TOTAL 1997
COMPENSATION
FROM TRUST
AGGREGATE AND FUND
COMPENSATION COMPLEX PAID
NAME OF TRUSTEE FROM TRUST TO TRUSTEES
- ------------------------------------------------------------ ------------ -----------------
<S> <C> <C>
Eugene C. Dorsey*........................................... $7,500 $ 70,000(16/43)**
Douglas H. McCorkindale*.................................... $7,500 $ 70,000(20/35)**
Thomas T. Mooney*........................................... $7,500 $115,000(31/64)**
Richard A. Redeker+......................................... -- --
</TABLE>

- ---------------

* Total compensation from all the Funds in the Fund Complex for the calendar
year ended December 31, 1997 includes amounts deferred at the election of
Trustees under the Funds' deferred compensation plan. Including accrued
interest, total compensation amounted to approximately $87,401 for Mr.
Dorsey, $71,640 for Mr. McCorkindale, and $143,909 for Mr. Mooney.

** Indicates number of funds/portfolios in the Fund Complex (including the
Trust) to which aggregate compensation relates.

+ Richard A. Redeker, who is an interested Trustee, does not receive
compensation from the Trust or any fund in the Fund Complex.

As of February 20, 1998, the Trustees and officers of the Trust, as a
group, owned less than 1% of the outstanding shares of beneficial interest of
the Portfolios.

As of February 20, 1998, the beneficial owners, directly or indirectly, of
more than 5% of the outstanding shares of beneficial interest of any Portfolio
were: Nation Asset Management, Washington Mall West, Reid Street, Hamilton,
HM11, Bermuda, which held 5,059,144 shares of U.S. Government Money Market
Portfolio (7.21%); Emerald Investments LP, Attn.: Roxanne Cook, 40 Skokie Blvd
Ste. 105, Northbrook, IL 60062-1614, which held 4,328,758 shares of U.S.
Government Money Market Portfolio (6.17%); First Lincoln Holdings Inc., Attn.:
David Taylor/Mary Oliner, 1001 N. Jefferson St., Ste. 200, Wilmington, DE
19801-1400, which held 15,918,289 shares of U.S. Government Money Market
Portfolio (22.67%); Campbell Union High Sch. District Special Building Fund,
Attn.: Agnes Valdez, 3235 Union Ave., San Jose, CA 95124-2009, which held
907,306 shares of Mortgage-Backed Securities Portfolio (13.04%); Prudential Bank
& Trust, R/K for DC

B-29
<PAGE> 113

Clients 401k DTD, Spilman Thomas & Battle, Attn.: Cathy Bedi, P.O. Box 15040,
New Brunswick, NJ 08906-5040, which held 297,201 shares of Total Return Bond
Portfolio (5.44%); Prudential Mutual Funds, Accounting, Gateway Center Three,
c/o Gene Stark, 100 Mulberry Street, 9th Floor, Newark, NJ 07102-4077, which
held 249,613 shares of International Bond Portfolio (7.41%); Prudential Bank &
Trust, R/K for DC Clients 401k DTD, Spilman Thomas & Battle, Attn.: Cathy Bedi,
P.O. Box 15040, New Brunswick, NJ 08906-5040, which held 226,764 shares of
International Bond Portfolio (6.73%).

As of February 20, 1998, Prudential Securities was record holder for other
beneficial owners of the following shares of beneficial interest outstanding and
entitled to vote in each Portfolio, $.001 par value per share:

<TABLE>
<CAPTION>
NUMBER OF
PORTFOLIO SHARES
--------- ---------
<S> <C>
Large Capitalization Growth Portfolio....................... 17,635,866 (99.95%)
Large Capitalization Value Portfolio........................ 16,758,926 (99.95%)
Small Capitalization Growth Portfolio....................... 10,478,304 (99.92%)
Small Capitalization Value Portfolio........................ 9,190,284 (99.92%)
International Equity Portfolio.............................. 16,123,698 (99.95%)
International Bond Portfolio................................ 3,354,072 (99.55%)
Intermediate-Term Bond Portfolio............................ 9,388,380 (99.54%)
Total Return Bond Portfolio................................. 5,440,734 (99.54%)
Mortgage Backed Securities Portfolio........................ 6,924,205 (99.54%)
U.S. Government Money Market Portfolio...................... 70,133,439 (99.88%)
</TABLE>

MANAGER

The Manager of the Trust is Prudential Investments Fund Management LLC
(PIFM or the Manager) (formerly, Prudential Mutual Fund Management LLC), Gateway
Center Three, 100 Mulberry Street, New Jersey 07102-4077. PIFM serves as manager
to all of the other investment companies that comprise the Prudential Mutual
Funds. See "Management of the Trust" in the Prospectus. As of January 31, 1998,
PIFM managed and/or administered open-end and closed-end management investment
companies with assets of approximately $63 billion. According to the Investment
Company Institute, as of December 31, 1997, the Prudential Mutual Funds was the
18th largest family of mutual funds in the United States.

PIFM is a subsidiary of Prudential Securities and Prudential. Prudential
Mutual Fund Services LLC (PMFS or the Transfer Agent), a wholly-owned subsidiary
of PIFM, serves as the transfer agent for the Prudential Mutual Funds and, in
addition, provides customer service, recordkeeping and management and
administration services to qualified plans.

Pursuant to the Management Agreement with the Trust (the Management
Agreement), PIFM, subject to the supervision of the Trustees and in conformity
with the stated policies of the Trust, manages both the investment operations of
the Trust and the composition of the Trust's Portfolios, including the purchase,
retention, disposition and loan of securities and other assets. The Manager is
authorized to enter into subadvisory agreements for investment advisory services
in connection

B-30
<PAGE> 114

with the management of the Trust and each Portfolio thereof. The Manager will
continue to have responsibility for all investment advisory services furnished
pursuant to any such investment advisory agreements.

The Manager will review the performance of all Advisers, and make
recommendations to the Trustees with respect to the retention and renewal of
contracts. In connection therewith, PIFM is obligated to keep certain books and
records of the Trust. PIFM also administers the Trust's business affairs and, in
connection therewith, furnishes the Trust with office facilities, together with
those ordinary clerical and bookkeeping services which are not being furnished
by State Street Bank and Trust Company, the Trust's custodian, and PMFS, the
Trust's transfer and dividend disbursing agent. The management services of PIFM
for the Trust are not exclusive under the terms of the Management Agreement and
PIFM is free to, and does, render management services to others.

The following table sets forth the annual management fee rates currently
paid by each Portfolio to PIFM pursuant to the Management Agreement, and the
amount of such fees returned by PIFM, each expressed as a percentage of the
Portfolio's average daily net assets:

<TABLE>
<CAPTION>
TOTAL AMOUNT RETAINED
PORTFOLIO MANAGEMENT FEE BY MANAGER
--------- -------------- ---------------
<S> <C> <C>
Large Capitalization Growth Portfolio................ 0.60% 0.30%
Large Capitalization Value Portfolio................. 0.60% 0.30%
Small Capitalization Growth Portfolio................ 0.60% 0.30%
Small Capitalization Value Portfolio................. 0.60% 0.30%
International Equity Portfolio....................... 0.70% 0.30%
International Bond Portfolio......................... 0.50% 0.20%
Total Return Bond Portfolio.......................... 0.45% 0.20%
Intermediate-Term Bond Portfolio..................... 0.45% 0.20%
Mortgage Backed Securities Portfolio................. 0.45% 0.20%
U.S. Government Money Market Portfolio............... 0.25% 0.125%
</TABLE>

The fee is computed daily and payable monthly. The Management Agreement
also provides that, in the event the expenses of the Trust (including the fees
of PIFM, 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 the Trust's
shares are qualified for offer and sale, the compensation due to PIFM will be
reduced by the amount of such excess. Reductions in excess of the total
compensation payable to PIFM will be paid by PIFM to the Trust. No jurisdiction
currently limits the Trust's expenses.

In connection with its management of the business affairs of the Trust,
PIFM bears the following expenses:

(a) the salaries and expenses of all of its and the Trust's personnel
except the fees and expenses of Trustees who are not affiliated persons of PIFM
or the Trust's Advisers;

B-31
<PAGE> 115

(b) all expenses incurred by PIFM or by the Trust in connection with
managing the ordinary course of the Trust's business, other than those assumed
by the Trust as described below; and

(c) the fees payable to each Adviser pursuant to the subadvisory agreements
between PIFM and each Adviser (the Subadvisory Agreement).

Under the terms of the Management Agreement, the Trust is responsible for
the payment of the following expenses: (a) the fees payable to the Manager, (b)
the fees and expenses of Trustees who are not affiliated persons of the Manager
or the Trust's Advisers, (c) the fees and certain expenses of the Custodian and
Transfer and Dividend Disbursing Agent, including the cost of providing records
to the Manager in connection with its obligation of maintaining required records
of the Trust and of pricing the Trust's shares, (d) the charges and expenses of
legal counsel and independent accountants for the Trust, (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
associations of which the Trust may be a member, (h) the cost of share
certificates representing shares of the Trust, (i) the cost of fidelity and
liability insurance, (j) certain organization 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 the states 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 PIFM will not be liable for any
error of judgment or for any loss suffered by the Trust in connection with the
matters to which the Management Agreement relates, except a loss resulting from
willful misfeasance, bad faith, gross negligence or reckless disregard of duty.
The Management Agreement 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 in conformity with the Investment
Company Act. The Management Agreement was last approved by the Trustees of the
Trust, including a majority of the Trustees who are not parties to the contract
or interested persons of any such party as defined in the Investment Company Act
of 1940, as amended, (non-interested Trustees) on May 28, 1997 and by PIFM, as
sole shareholder of the Trust, on October 14, 1992, and with respect to the
International Bond Portfolio, on January 11, 1994.

B-32
<PAGE> 116

For the fiscal year ended December 31, 1997, PIFM did not waive management
fees or subsidize operating expenses for the Portfolios. PIFM agreed to cap
expenses for the Total Return Bond Fund at .95% of average daily net assets for
the fiscal year ended December 31, 1997. However, expenses for that Portfolio
for such period did not exceed .91% of average daily net assets. For the fiscal
year ended December 31, 1995 PMF waived all or a portion of its management fees
for each Portfolio in the amounts shown below and subsidized certain operating
expenses of the Portfolios to the extent necessary to cap the total fund
operating expenses of each Portfolio as described in "Financial Highlights" in
the Prospectus.
<TABLE>
<CAPTION>
MANAGEMENT FEE PAID MANAGEMENT FEE WAIVED
------------------------------------------------------------ ---------------------
ANNUALIZED
PERCENTAGE ANNUALIZED PERCENTAGE
OF AVERAGE NET ASSETS AMOUNT OF AVERAGE NET ASSETS
--------------------- ------------------------------------ ---------------------
PORTFOLIO 1997 1996 1995 1997 1996 1995 1997 1996 1995
- --------- ---- ---- ---- ---- ---------- ---------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Large Capitalization Growth
Portfolio............................. .60% .60% .60% $1,453,397 $1,216,415 $ 977,893 -- -- --
Large Capitalization Value Portfolio... .60% .60% .60% 1,521,474 1,253,390 978,742 -- -- --
Small Capitalization Growth
Portfolio............................. .60% .60% .60% 939,417 848,974 645,895 -- -- --
Small Capitalization Value Portfolio... .60% .60% .60% 864,964 663,383 528,512 -- -- --
International Equity Portfolio......... .70% .70% .70% 1,718,754 1,551,382 1,283,896 -- -- --
International Bond Portfolio........... .50% .50% .35% 175,813 193,939 102,710 -- -- 0.15%
Total Return Bond Portfolio............ .45% .45% .26% 216,559 212,605 97,987 -- -- 0.19%
Intermediate-Term Bond Portfolio....... .45% .45% .45% 430,089 367,755 308,827 -- -- --
Mortgage Backed Securities Portfolio... .45% .45% .38% 322,907 324,962 245,215 -- -- 0.07%
U.S. Government Money Market
Portfolio............................. .25% .25% .20% 94,188 47,830 41,031 -- -- 0.05%

<CAPTION>
MANAGEMENT FEE WAIVED
----------------------------

AMOUNT
----------------------------
PORTFOLIO 1997 1996 1995
- --------- ------- ------- --------
<S> <C> <C> <C>
Large Capitalization Growth
Portfolio............................. -- -- --
Large Capitalization Value Portfolio... -- -- --
Small Capitalization Growth
Portfolio............................. -- -- --
Small Capitalization Value Portfolio... -- -- --
International Equity Portfolio......... -- -- --
International Bond Portfolio........... -- -- $ 44,839
Total Return Bond Portfolio............ -- -- 68,615
Intermediate-Term Bond Portfolio....... -- -- --
Mortgage Backed Securities Portfolio... -- -- 47,957
U.S. Government Money Market
Portfolio............................. -- -- 9,401
</TABLE>

As noted in the Prospectus, subject to the supervision and direction of the
Manager and, ultimately, the Trustees, each Adviser manages the securities held
by the portion of the Portfolio it serves in accordance with the Portfolio's
stated investment objectives and policies, makes investment decisions for the
portion of the Portfolio and places orders to purchase and sell securities on
behalf of the portion of the Portfolio it manages. Generally each Adviser does
not accept retention as investment adviser, investment manager or similar
service provider during the pendency of its Advisory Agreement, and for the
period of one year after the termination of the Advisory Agreement, with or for
the benefit of any investment company registered under the Investment Company
Act that seeks as a primary market for its shares asset allocation programs
similar in nature or market to the Target Program. This limitation does not
apply to the continuation of any contractual relationship to which the Adviser
is a party that is in effect on the date of its Advisory Agreement.

The Advisory Agreements were last approved by the Trustees including a
majority of the Trustees who are not parties to such contract or interested
persons of any such party as defined in the Investment Company Act, on May 28,
1997 and were approved by the sole shareholder of the Trust on October 14, 1992
for all of the Portfolios, except the International Bond Portfolio, which was
approved by the sole shareholder of the Portfolio, on January 11, 1994, and the
Large Capitalization Value Portfolio, which was approved by its shareholders on
October 30, 1996. An Advisory Agreement with Delaware International Advisers
Ltd., with respect to the International Bond Portfolio was approved by the
Trustees on August 27, 1997, replacing Fiduciary International, Inc. as Adviser
to the Portfolio. Fiduciary International, Inc. had served as Adviser to the
International Bond Portfolio from its inception until August 27, 1997. A
successor Advisory Agreement with INVESCO Capital Management, Inc. was approved
by the Trustees with respect to the Large

B-33
<PAGE> 117

Capitalization Value Portfolio on February 18, 1997, to reflect the merger
between INVESCO PLC, the then parent of INVESCO Capital Management, Inc. and AIM
Management Group, Inc. On October 27, 1994, the shareholders of the Large
Capitalization Growth Portfolio, Large Capitalization Value Portfolio, Small
Capitalization Growth Portfolio and Small Capitalization Value Portfolio
approved new Advisory Agreements in order to have two Advisers, instead of one
for each Portfolio. On that same date, the shareholders of the Intermediate-Term
Bond Portfolio and the Total Return Bond Portfolio approved a successor Advisory
Agreement with Pacific Investment Management Company (PIMCO) in connection with
a reorganization in which PIMCO, four other investment management subsidiaries
of Pacific Financial Asset Management Corporation and Thomson Advisory Group
L.P. became subsidiary partnerships of a limited partnership known as PIMCO
Advisors L.P. Its subsidiary partnership PIMCO is the Adviser for the two
Portfolios. On August 8, 1995, shareholders of the Small Capitalization Value
Portfolio approved a new Advisory Agreement with Wood Struthers & Winthrop
Management Corp. in the place of Oak Hall Capital Advisors, Inc. Oak Hall
Capital Advisors, Inc. had served as Adviser to the Small Cap Value Portfolio
from its inception until April 11, 1995. On November 20, 1995 shareholders of
the Large Capitalization Growth Portfolio approved a new subadvisory agreement
with Oak Associates in the place of Roger Engemann Management Co., Inc. Roger
Engemann Management Co., Inc. had served as Adviser to the Large Cap Growth
Portfolio from its inception until November 21, 1995. On October 30, 1996
shareholders of the Large Capitalization Value Portfolio approved a new
subadvisory agreement with Hotchkis and Wiley in connection with the acquisition
of Hotchkis and Wiley by Merrill Lynch Asset Management, L.P.

Each Advisory Agreement provides that it will terminate in the event of its
assignment (as defined in the Investment Company Act) or upon the termination of
the Management Agreement. Each Advisory Agreement may be terminated by the
Trust, PIFM or the Adviser upon not more than 60 days' written notice. Each
Advisory Agreement provides that it will continue in effect for a period of more
than two years from its execution only so long as such continuance is
specifically approved at least annually in accordance with the requirements of
the Investment Company Act.

The Manager and the Trust have received an exemptive order from the
Securities and Exchange Commission which permits the Manager, subject to certain
conditions, to 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.

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<PAGE> 118

ADVISERS

The Advisers have agreed to the following fees, which are generally lower
than the fees they charge to institutional accounts for which they serve as
investment adviser.

<TABLE>
<CAPTION>
TOTAL ANNUAL FEE PAID ANNUAL FEE PAID BY THE MANAGER TO
MANAGEMENT BY THE MANAGER THE ADVISER(S) FOR FISCAL YEAR
FEE (AS % OF TO THE ADVISER(S) ENDED DECEMBER 31,
AVERAGE (AS % OF AVERAGE ---------------------------------
PORTFOLIO DAILY NET ASSETS) DAILY NET ASSETS) 1997 1996 1995
--------- ----------------- ----------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Large Capitalization Growth
Portfolio......................... 0.60% 0.30% $726,699 $608,208 $488,947
Large Capitalization Value
Portfolio......................... 0.60% 0.30% 762,237 626,695 489,871
Small Capitalization Growth
Portfolio......................... 0.60% 0.30% 469,709 424,487 322,948
Small Capitalization Value
Portfolio......................... 0.60% 0.30% 432,482 331,692 264,256
International Equity Portfolio...... 0.70% 0.40% 982,146 886,504 733,655
International Bond Portfolio........ 0.50% 0.30% 105,488 116,363 88,529
Total Return Bond Portfolio......... 0.45% 0.25% 120,307 118,114 92,557
Intermediate-Term Bond Portfolio.... 0.45% 0.25% 238,938 204,308 171,571
Mortgage Backed Securities Portfolio 0.45% 0.25% 179,393 180,534 162,873
U.S. Government Money Market
Portfolio......................... 0.25% 0.125% 47,094 23,915 25,216
</TABLE>

The Advisers perform all administrative functions associated with serving
as Adviser to a Portfolio. Subject to the supervision and direction of the
Manager and, ultimately, the Trustees, each Adviser's responsibilities are
limited to managing the securities held by the portion of the Portfolio it
serves in accordance with the Portfolio's stated investment objective and
policies, making investment decisions for that portion of the Portfolio and
placing orders to purchase and sell securities on behalf of the portion of the
Portfolio it manages.

The following sets forth certain information about each of the Advisers:

LARGE CAPITALIZATION GROWTH PORTFOLIO

Columbus Circle Investors (CCI), Metro Center, One Station Place, 8th
Floor, Stamford, Connecticut 06902, serves as one of two Advisers to the Large
Capitalization Growth Portfolio. CCI has been an Adviser to the Portfolio since
January 2, 1995. Columbus Circle Investors (CCI), a Delaware partnership and a
subpartnership of PIMCO Advisors L.P., is a leading institutional equity
investment firm and, as of December 31, 1997, had approximately $9.3 billion in
assets under management for corporate, nonprofit, government, union and mutual
fund clients.

Oak Associates, Ltd. (Oak), 3875 Embassy Parkway, Suite 250, Akron, Ohio
44333, serves as the other Adviser to the Large Capitalization Growth Portfolio.
It began managing its portion of the Portfolio effective November 22, 1995. The
agreement between Oak and PIFM was approved by the Portfolio's shareholders at a
Special Meeting of Shareholders held on March 12, 1996. Roger Engemann
Management Co. had previously managed the entire Portfolio from its inception
until January 2, 1995, and a portion of the Portfolio from January 2, 1995 until
November 21, 1995.

Oak was founded in April 1985 and has specialized in the large cap market
since inception. It provides investment management services to both individual
and institutional clients and, as of

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December 31, 1997, had more than $6.2 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.

LARGE CAPITALIZATION VALUE PORTFOLIO

INVESCO Capital Management, Inc. (INVESCO), 1315 Peachtree Street, Suite
500, Atlanta, Georgia 30309, serves as one of two Advisers to the Large
Capitalization Value Portfolio of the Trust. INVESCO has served as an Adviser to
the Portfolio since its inception. INVESCO, a Delaware corporation, is an
indirect, wholly-owned subsidiary of AMVESCAP PLC, a global money management
firm. As of December 31, 1997, INVESCO had approximately $48.4 billion of assets
under management for clients located throughout the U.S., Europe and Japan.

Hotchkis and Wiley, 800 West Sixth Street, Fifth Floor, Los Angeles,
California 90017, is a division of Merrill Lynch Asset Management, L.P. It was
established in 1980 and has specialized in the large-cap market since its
inception. Hotchkis and Wiley has served as Adviser for a portion of the
Portfolio's assets since January 2, 1995. As of December 31, 1997, Hotchkis and
Wiley had approximately $12.3 billion in assets under management for corporate,
public, endowment and foundation, and mutual fund clients. Hotchkis and Wiley is
the adviser or subadviser for the American AAdvantage Funds, the Hirtle
Callaghan Trust, the Citibank Funds and the Hotchkis and Wiley Funds.

SMALL CAPITALIZATION GROWTH PORTFOLIO

Nicholas-Applegate Capital Management (Nicholas-Applegate), 600 West
Broadway, 29th floor, San Diego, California 92101, serves as one of two Advisers
to the Small Capitalization Growth Portfolio of the Trust. Nicholas-Applegate
was organized in 1984 as a California limited partnership. Its general partner
is Nicholas-Applegate Capital Management Holdings, L.P., a California limited
partnership controlled by Nicholas-Applegate Capital Management Holdings, Inc.,
a California corporation controlled by Mr. Arthur E. Nicholas. Mr. Nicholas and
twenty-one other partners manage a staff of over 483 employees. As of December
31, 1997 the firm managed a total of approximately $30 billion of assets for a
wide variety of clients, including employee benefit plans of corporations,
public retirement systems and unions, university endowments, foundations and
other institutional investors. Nicholas-Applegate has been an Adviser to the
Portfolio since its inception.

Investment Advisers, Inc. (IAI), 3700 First Bank Place, P.O. Box 357,
Minneapolis, Minnesota 55440 serves as the second Adviser in addition to
Nicholas-Applegate. IAI has been an Adviser to the Portfolio since January 2,
1995. IAI is a wholly-owned subsidiary of IAI Holdings, Inc., which is
indirectly wholly-owned by Lloyds TBS Group plc. IAI was established in 1947 and
provides investment advice to corporate, public, jointly-trusteed, endowment and
foundation and mutual fund clients. As of December 31, 1997, it managed
approximately $14 billion in assets.

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SMALL CAPITALIZATION VALUE PORTFOLIO

Lazard Asset Management (LAM), 30 Rockefeller Plaza, New York, New York
10112, serves as one of two Advisers to the Small Capitalization Value Portfolio
of the Trust. LAM has been an Adviser to the Portfolio since January 2, 1995.
LAM is a division of Lazard Freres & Co. LLC, a New York limited liability
company. LAM provides investment management services to both individual and
institutional clients and as of December 31, 1997, had more than $60 billion of
assets under management. In addition to portfolio management, Lazard Freres
provides a wide variety of investment banking and related services.

Wood, Struthers & Winthrop Management Corp. (WSW), 277 Park Avenue, New
York, New York 10172, serves as the other Adviser to the Small Capitalization
Value Portfolio. It began managing its portion of the Portfolio effective April
12, 1995. WSW was founded in 1871 and has specialized in the small-cap market
since 1967. It provides investment management services to both individual and
institutional clients and, as of December 31, 1997, had more than $7 billion in
assets under management. WSW is a subsidiary of Donaldson, Lufkin & Jenrette
Securities Corporation.

INTERNATIONAL EQUITY PORTFOLIO

LAM has served as the Adviser to the International Equity Portfolio since
its inception. LAM is more fully described immediately above under "Small
Capitalization Value Portfolio."

INTERNATIONAL BOND PORTFOLIO

Delaware International Advisers Ltd. (DIAL), Third Floor, 80 Cheapside,
London, EC2V 6EE, has served as the Adviser to the International Bond Portfolio
since August 28, 1997. DIAL is affiliated with Delaware Management Company and
is an indirect, wholly-owned subsidiary of Lincoln National Corporation. As of
December 31, 1997, DIAL had approximately $8 billion in assets under management
with approximately $3 billion in assets in global/international fixed-income.

INTERMEDIATE-TERM BOND PORTFOLIO AND TOTAL RETURN BOND PORTFOLIO

PIMCO is a subsidiary of PIMCO Advisors L.P. ("PIMCO Advisors"). The
general partners of PIMCO Advisors are PIMCO Partners, G.P. and PIMCO Advisors
Holdings L.P. ("PAH"). PIMCO Partners, G.P. is a general partnership between
PIMCO Holding LLC, a Delaware limited liability company and indirect
wholly-owned subsidiary of Pacific Life Insurance Company, and PIMCO Partners
LLC, a California limited liability company controlled by the PIMCO Managing
Directors. PIMCO Partners, G.P., is the sole general partner of PAH. PIMCO is
registered as an investment advisor with the Commission and as a commodity
trading advisor with the CFTC. As of December 31, 1997, PIMCO had approximately
$118 billion of asset under management.

U.S. GOVERNMENT MONEY MARKET PORTFOLIO AND MORTGAGE BACKED SECURITIES PORTFOLIO

Wellington Management Company, LLP (WMC), 75 State Street, Boston,
Massachusetts 02109, serves as the Adviser to the U.S. Government Money Market
Portfolio and the Mortgage Backed Securities Portfolio of the Trust. WMC is a
Massachusetts limited liability partnership of which the following persons are
managing partners: Robert W. Doran, Duncan M. McFarland and John R. Ryan. WMC is
a professional investment counseling firm which provides investment

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services to investment companies, employee benefit plans, endowment funds,
foundations and other institutions and individuals. As of December 31, 1997, WMC
had approximately $179.5 billion of assets under management.

DISTRIBUTOR

Prudential Securities Incorporated (Prudential Securities or the
Distributor), One Seaport Plaza, New York, New York 10292, acts as the
distributor of the shares of the Trust.

PORTFOLIO TRANSACTIONS AND BROKERAGE

INCOME PORTFOLIOS

Each Adviser is responsible for decisions to buy and sell securities,
futures contracts and options thereon for the Portfolios, the selection of
brokers, dealers and futures commission merchants to effect the transactions and
the negotiation of brokerage commissions, if any. Brokers, dealers or futures
commission merchants may receive brokerage commissions on portfolio
transactions, including options, futures, and options on futures transactions
and the purchase and sale of underlying securities upon the exercise of options.
Orders may be directed to any broker, dealer or futures commission merchant,
including to the extent and in the manner permitted by applicable law. The
Income Portfolios do not normally incur any brokerage commission expenses on
portfolio transactions. The securities purchased by the Portfolios 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 may be purchased directly from an issuer, in
which case no commissions or discounts are paid.

EQUITY PORTFOLIOS

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,
dealer 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

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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 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
or futures commission merchant in the light of generally prevailing rates. Each
Adviser's policy is to pay brokers, dealers and futures commission merchants,
other than to an affiliated broker, higher commissions 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,
dealers and futures commission merchants, 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, dealers and futures
commission merchants 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, dealer 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 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 remuneration which would be expected to be received by
an unaffiliated broker in a commensurate arm's-length transaction.

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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.

The table below presents certain information regarding the payment of
commissions by the Trust, including the amount of such commissions paid to
Prudential Securities or any affiliate of the Trust or the Advisers for the
years ended December 31, 1997, 1996 and 1995. For the years ended December 31,
1997, 1996 and 1995, the Intermediate-Term Bond Portfolio, International Bond
Portfolio and the U.S. Government Money Market Portfolio paid no brokerage
commissions.

<TABLE>
<CAPTION>
LARGE CAPITALIZATION LARGE CAPITALIZATION SMALL CAPITALIZATION
GROWTH PORTFOLIO VALUE PORTFOLIO GROWTH PORTFOLIO
------------------------------ ------------------------------ ------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995 1997 1996 1995 1997 1996 1995
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total brokerage commissions
paid by the Portfolio....... $355,856 $210,835 $294,102 $152,335 $116,061 $231,159 $378,654 $332,672 $446,917
Total brokerage commissions
paid to Prudential
Securities or affiliates of
the Trust or the Advisers... -- $ 1,182 -- 9,334 $ 5,910 $ 28,400 -- -- $ 20,058
Percentage of total brokerage
commissions paid to
Prudential Securities or
affiliates of the Trust or
the Advisers................ -- 5.4% -- 6.1% 5.1% 12.2% -- -- 4.5%
Percentage of the aggregate
dollar amount of portfolio
transactions involving the
payment of commissions
through Prudential
Securities or affiliates of
the Trust or the Advisers... -- 7.0% -- 5.4% 4.6% 12.8% -- -- 7.0%
</TABLE>

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<TABLE>
<CAPTION>
SMALL CAPITALIZATION INTERNATIONAL
VALUE PORTFOLIO EQUITY PORTFOLIO
-------------------------------- ---------------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996 1995 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Total brokerage commissions paid by
the Portfolio...................... $152,188 $86,214 $486,076 $473,807 $411,014 $743,392
Total brokerage commissions paid to
Prudential Securities or affiliates
of the Trust or the Advisers....... - - - - - -
Percentage of total brokerage
commissions paid to Prudential
Securities or affiliates of the
Trust or the Advisers.............. - - - - - -
Percentage of the aggregate dollar
amount of portfolio transactions
involving the payment of
commissions through Prudential
Securities or affiliates of the
Trust or the Advisers.............. - - - - - -
</TABLE>

<TABLE>
<CAPTION>
MORTGAGE BACKED TOTAL RETURN
SECURITIES PORTFOLIO BOND PORTFOLIO
------------------------------------ ------------------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996 1995 1997 1996 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Total brokerage commissions paid by the
Portfolio................................ $5,642 $9,800 $8,493 $6,573 $7,046 $400
Total brokerage commissions paid to
Prudential Securities or affiliates of
the Trust or the Advisers................ - - - - - -
Percentage of total brokerage commissions
paid to Prudential Securities or
affiliates of the Trust or the
Advisers................................. - - - - - -
Percentage of the aggregate dollar amount
of portfolio transactions involving the
payment of commissions through Prudential
Securities or affiliates of the Trust or
the Advisers............................. - - - - - -
</TABLE>

Of the total brokerage commissions paid during the year ended December 31,
1997, the Large Capitalization Growth Portfolio, Large Capitalization Value
Portfolio, Small Capitalization Growth Portfolio, Small Capitalization Value
Portfolio and International Equity Portfolio, paid $84,957 (25%), $44,411 (29%),
$162,707 (43%), $53,050 (35%) and $352,012 (74%), respectively, to firms which
provided research, statistical or other services to the Advisers. The Advisers
have not separately identified a portion of such brokerage commissions as
applicable to the provision of such research, statistical or other services.

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<PAGE> 125

The Trust is required to disclose the Portfolios' holdings of securities of
the Trust's regular brokers and dealers (as defined under Rule 10b-1 of the
Investment Company Act) and their parents at December 31, 1997. As of December
31, 1997, the Total Return Bond Portfolio held securities of PaineWebber Group,
Inc., PaineWebber Mortgage Acceptance Corp. and State Street Bank & Trust Co. in
the amount of $249,315, $138,471 and $393,000, respectively. As of December 31,
1997, the Intermediate-Term Bond Portfolio held securities of PaineWebber Group,
Inc., PaineWebber Mortgage Acceptance Corp. and Salomon, Inc. in the amount of
$2,000,600, $276,942 and $2,001,860, respectively. As of December 31, 1997, the
U.S. Government Money Market Portfolio held securities of Lehman Brothers
Hldgs., Inc., Paribas and Swiss Bank Corp. in the amount of $8,841,000,
$8,842,000 and $8,842,000, respectively.

PURCHASE AND REDEMPTION OF SHARES

Shares of the Portfolio may be purchased at a price equal to the next
determined net asset value per share.

ISSUANCE OF PORTFOLIO SHARES FOR SECURITIES

Transactions involving the issuance of Portfolio shares for securities
(rather than cash) will be limited to: (i) reorganizations, (ii) statutory
mergers, or (iii) other acquisitions of portfolio securities that: (a) meet the
investment objective and policies of a Portfolio, (b) are liquid and not subject
to restrictions on resale, (c) have a value that is readily ascertainable via
listing on or trading in a recognized United States or international exchange or
market and (d) is approved by the Trust Manager.

SPECIMEN PRICE MAKE-UP

Using the net asset value of each portfolio at December 31, 1997, the
maximum offering price of the Portfolios' shares are as follows:
<TABLE>
<CAPTION>
LARGE LARGE SMALL SMALL
CAPITALIZATION CAPITALIZATION CAPITALIZATION CAPITALIZATION INTERNATIONAL INTERNATIONAL
GROWTH VALUE GROWTH VALUE EQUITY BOND
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
-------------- -------------- -------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
offering price and
redemption price... $13.58 $16.21 $15.57 $17.50 $14.27 $ 9.17
====== ====== ====== ====== ====== ======

<CAPTION>
TOTAL MORTGAGE U.S. GOV'T
RETURN INTERMEDIATE BACKED MONEY
BOND TERM BOND SECURITIES MARKET
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
Net asset value,
offering price and
redemption price... $10.56 $10.42 $10.45 $1.00
====== ====== ====== =====
</TABLE>

SHAREHOLDER INVESTMENT ACCOUNT

The Trust makes available to its shareholders the following privileges and
plans:

AUTOMATIC REINVESTMENT OF DIVIDENDS AND/OR DISTRIBUTIONS

For the convenience of investors, all dividends and distributions are
automatically reinvested in full and fractional shares of each of the Portfolios
at net asset value per share on the payment date, unless the Trustees determine
otherwise. An investor may direct Prudential Securities in writing not

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less than five full business days prior to the payment date to have subsequent
dividends and/or distributions paid in cash rather than reinvested. Shareholders
investing through Plan accounts cannot elect to receive dividends and
distributions in cash. Any shareholder who receives a cash payment representing
a dividend or distribution may reinvest such distribution at net asset value by
returning the check or the proceeds to Prudential Securities within 30 days
after the payment date. Such investment will be made at the net asset value per
share next determined after receipt of the check or proceeds by Prudential
Securities.

DOLLAR COST AVERAGING

Dollar cost averaging is a method of accumulating shares by investing a
fixed amount of dollars in shares at set intervals. An investor buys more shares
when the price is low and fewer shares when the price is high. The average cost
per share is lower than it would be if a constant number of shares were bought
at set intervals.

Dollar cost averaging may be used, for example, to plan for retirement, to
save for a major expenditure, such as the purchase of a home, or to finance a
college education. The cost of a year's education at a four-year college today
averages around $14,000 at a private college and around $6,000 at a public
university. Assuming these costs increase at a rate of 7% a year, as has been
projected, for the freshman class beginning in 2011, the cost of four years at a
private college could reach $210,000 and over $90,000 at a public university.(1)

The following chart shows how much you would need in monthly investments to
achieve specified lump sums to finance your investment goals.(2)

<TABLE>
<CAPTION>
PERIOD OF
MONTHLY
INVESTMENTS: $100,000 $150,000 $200,000 $250,000
- --------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
25 Years................... $ 110 $ 165 $ 220 $ 275
20 Years................... 176 264 352 440
15 Years................... 296 444 592 740
10 Years................... 555 833 1,110 1,388
5 Years................... 1,371 2,057 2,742 3,428
See "Automatic Savings Accumulation Plan."
</TABLE>

- ---------------

(1) Source information concerning the costs of education at public and private
universities is available from The College Board Annual Survey of Colleges,
1993. Average costs for private institutions include tuition, fees, room and
board for the 1993-1994 academic year.

(2) The chart assumes an effective rate of return of 8% (assuming monthly
compounding). This example is for illustrative purposes only and is not
intended to reflect the performance of an investment in shares of the Fund.
The investment return and principal value of an investment will fluctuate so
that an investor's shares when redeemed may be worth more or less than their
original cost.

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<PAGE> 127

INDIVIDUAL RETIREMENT ACCOUNTS

An individual retirement account (IRA) permits the deferral of federal
income tax on income earned in the account until the earnings are withdrawn. The
following chart represents a comparison of the earnings in a personal savings
account with those in an IRA, assuming a $2,000 annual contribution, an 8% rate
of return and a 39.6% federal income tax bracket and shows how much more
retirement income can accumulate within an IRA as opposed to a taxable
individual savings account.

TAX-DEFERRED COMPOUNDING(1)

<TABLE>
<CAPTION>
CONTRIBUTIONS PERSONAL
MADE OVER: SAVINGS IRA
- -------------------------------------- -------- --------
<S> <C> <C>
10 years.............................. $ 26,165 $ 31,291
15 years.............................. 44,675 58,649
20 years.............................. 68,109 98,846
25 years.............................. 97,780 157,909
30 years.............................. 135,346 244,692
</TABLE>

- ---------------

(1) The chart is for illustrative purposes only and does not represent the
performance of the Trust or any specific investment. It shows taxable versus
tax-deferred compounding for the periods and on the terms indicated.
Earnings in a traditional IRA account will be subject to tax when withdrawn
from the account. Distributions from a Roth IRA which meet the conditions
required under the Internal Revenue Code will not be subject to tax upon
withdrawal from the account.

SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan is available to
shareholders of the Trust through Prudential Securities. Pursuant to the
withdrawal plan, a shareholder may receive monthly or quarterly checks in any
amount up to the value of his or her shares in the Trust.

The shareholder must instruct Prudential Securities of the amount which he
or she wishes to withdraw under the Plan, whether such withdrawal should occur
monthly or quarterly, and which Target Portfolios should be redeemed in order to
satisfy the request. Prudential Securities will then redeem, monthly or
quarterly as applicable, sufficient full and fractional shares of the applicable
Target Portfolios to provide for the amount of the periodic withdrawal payment.
The Plan may be terminated at any time and the Distributor reserves the right to
initiate a fee of up to $5 per withdrawal, upon 30 days notice to the
shareholder. Withdrawal payments should not be considered as dividends, yield or
income. If periodic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted.

Furthermore, each withdrawal constitutes a redemption of shares, and any
gain or loss realized must be recognized for federal income tax purposes. Each
shareholder should consult his or her tax adviser with regard to the tax
consequences of the systematic withdrawal plan, particularly if used in
connection with a retirement plan. Retirement plan shareholders should also
consult with their plan sponsor to determine if their retirement plan would
permit the shareholder to participate in the systematic withdrawal plan.

NET ASSET VALUE

Under the Investment Company Act, the Trustees are responsible for
determining in good faith the fair value of securities of each Portfolio. In
accordance with procedures adopted by the

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Trustees, the value of securities for which the primary market is on an exchange
shall be valued at the last sales prices on that exchange on the day of
valuation or, if there was no sale on such day, the average of readily available
closing bid and asked prices on such day. Should an extraordinary event, which
is likely to affect the value of the security, occur after the close of an
exchange on which a portfolio security is traded, such security will be valued
at fair value considering factors determined in good faith by the Adviser under
procedures established by and under the general supervision of the Trustees. The
value of U.S. Government security for which quotations are available shall be
valued at a price provided by an independent broker/dealer or pricing service.
Pricing services consider such factors as security prices, yields, maturities,
call features, ratings and developments relating to specific securities in
arriving at securities valuations.

Securities that are actively traded in the over-the-counter market
including listed securities for which the primary market is believed by the
Manager in consultation with the appropriate Adviser to be over-the-counter are
valued at the average of the most recently quoted bid and asked prices provided
by a principal market maker. Securities issued in private placements are valued
at the mean between the bid and asked prices provided by primary market dealers.
Private placement securities for which no bid and asked prices are available and
other securities or other assets for which market quotations are not readily
available are valued at their fair value as determined in good faith by the
investment adviser under procedures described above. Short-term debt securities
are valued at cost, with interest accrued or discount amortized to the date of
maturity, if their original maturity was 60 days or less, unless this is
determined by the Trustees not to represent fair value. Short-term securities
with remaining maturities of 60 days or more, for which market quotations are
readily available, are valued at their current market quotations as provided by
an independent broker/dealer or pricing service. Options on securities that are
listed on an exchange and futures contracts and options thereon traded on a
commodities exchange or board of trade shall be valued at the last sale price at
the close of trading of the applicable exchange or board of trade or, if there
was no sale on the applicable exchange or board of trade, at the average of
quoted bid and asked prices as of the close of such exchange or board of trade.
Over-the-counter options are valued at the mean between bid and asked prices
provided by a dealer. Quotations of foreign securities in a foreign currency are
converted to U.S. dollar equivalents at the current rate obtained by a
recognized bank or dealer. Forward currency exchange contracts are valued at the
current cost of covering or offsetting such contracts.

Each Portfolio other than the U.S. Government Money Market Portfolio will
compute its net asset value at 4:15 P.M., New York time on each day the New York
Stock Exchange is open for trading except on days on which no orders to
purchase, sell or redeem Portfolio shares have been received or days on which
changes in the value of the Portfolio's securities holdings do not affect net
asset value. The U.S. Government Money Market Portfolio will compute its net
asset value at 4:30 P.M., New York time on such days. In the event the New York
Stock Exchange closes early on any business day, the net asset value of the
Fund's shares shall be determined at a time between such closing and 4:15 P.M.,
New York time. The New York Stock Exchange is closed on the following holidays:
New Year's Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

The U.S. Government Money Market Portfolio uses the amortized cost method
to determine the value of its portfolio securities. The amortized cost method
involves valuing a security at its cost and

B-45
<PAGE> 129

amortizing any discount or premium over the period until maturity. The method
does not take into account unrealized capital gains and losses which may result
from the effect of fluctuating interest rates on the market value of the
security.

The U.S. Government Money Market Portfolio maintains a dollar-weighted
average portfolio maturity of 90 days or less, purchases instruments having
remaining maturities of thirteen months or less and invests only in securities
determined by the Adviser under the supervision of the Trustees to present
minimal credit risks and to be of "eligible quality" in accordance with
regulations of the Securities and Exchange Commission. The Trustees have
established procedures designed to stabilize, to the extent reasonably possible,
the Portfolio's price per share as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the Portfolio's
securities holdings by the Trustees, at such intervals as it may deem
appropriate, to determine whether the Portfolio's net asset value calculated by
using available market quotations deviates from $1.00 per share based on
amortized cost. The extent of any deviation will be examined by the Trustees. If
such deviation exceeds 1/2 of 1%, the Trustees will promptly consider what
action, if any, will be initiated. In the event the Trustees determine that a
deviation exists which may result in material dilution or other unfair results
to investors or existing shareholders, the Trustees will take such corrective
action which they regard as necessary and appropriate, including the sale of
portfolio instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity, the withholding of dividends, redemptions of
shares in kind, or the use of available market quotations to establish a net
asset value per share.

TAXES, DIVIDENDS AND DISTRIBUTIONS

GENERAL

Each Portfolio has elected to qualify and intends to remain qualified as a
regulated investment company under Subchapter M of the Internal Revenue Code.
This relieves each Portfolio (but not its shareholders) from paying federal
income tax on income and gains which are distributed to shareholders, and
permits net capital gains of a Portfolio (i.e., the excess of net long-term
capital gains over net short-term capital losses) to be treated as long-term
capital gains of the shareholders, regardless of how long shares in the
Portfolio are held.

Qualification as a regulated investment company requires, among other
things, that (a) each Portfolio derive at least 90% of its gross income (without
reduction for losses from the sale or other disposition of securities or foreign
currencies) from dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of securities or foreign
currencies, or other income, including, but not limited to, gains from options,
futures on such securities or foreign currencies; (b) each Portfolio diversify
its holdings so that, at the end of each fiscal quarter, (i) 50% of the value of
the Portfolio's assets is represented by cash, U.S. Government securities and
other securities limited, in respect of any one issuer, to an amount not greater
than 5% of the value of the Portfolio's assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than U.S. Government
securities); and (c) each Portfolio distribute to its shareholders at least 90%
of its net investment income and net short-term gains (i.e., the excess of net
short-term capital gains over net long-term capital losses) in each year.

B-46
<PAGE> 130

Distributions of net investment income and net short-term capital gains
will be taxable to the shareholder at ordinary income rates regardless of
whether the shareholder receives such distributions in additional shares or in
cash. To the extent a Portfolio's income is derived from certain dividends
received from domestic corporations, a portion of the dividends paid to
corporate shareholders of the Portfolio will be eligible for the 70% dividends
received deduction. Distributions of net capital gains, if any, are taxable as
long-term capital gains regardless of how long the investor has held his or her
shares. However, if a shareholder holds shares in a Portfolio for not more than
six months, then any loss recognized on the sale of such shares will be treated
as long-term capital loss to the extent any distribution on the shares was
treated as long-term capital gain. Shareholders will be notified annually by the
Trust as to the federal tax status of distributions made by a Portfolio of the
Trust. A 4% nondeductible excise tax will be imposed on a Portfolio of the Trust
to the extent a Portfolio does not meet certain distribution requirements by the
end of each calendar year. Distributions may be subject to additional state and
local taxes. Any distributions of net investment income or short-term capital
gains made to a foreign shareholder will generally be subject to U.S.
withholding tax of 30% (or a lower treaty rate if applicable to such
shareholder). See "Taxes, Dividends and Distributions" in the Prospectus.

ORIGINAL ISSUE DISCOUNT

A Portfolio may purchase debt securities that contain original issue
discount. Original issue discount that accrues in a taxable year is treated as
income earned by the Portfolio and therefore is subject to the distribution
requirements of the Internal Revenue Code. Because the original issue discount
income earned by the Portfolio in a taxable year may not be represented by cash
income, the Portfolio may have to dispose of other securities and use the
proceeds to make distributions to satisfy the Internal Revenue Code's
distribution requirements.

OPTIONS AND FUTURES TRANSACTIONS

In addition, under the Internal Revenue Code, special rules apply to the
treatment of certain options and futures contracts (Section 1256 contracts). At
the end of each year, such investments held by a Portfolio will be required to
be "marked-to-market" for federal income tax purposes; that is, treated as
having been sold at market value. Sixty percent of any gain or loss recognized
on these "deemed sales" and on actual dispositions may be treated as long-term
capital gain or loss, and the remainder will be treated as short-term capital
gain or loss.

CURRENCY FLUCTUATIONS

Gains or losses attributable to fluctuations in exchange rates which occur
between the time a Portfolio accrues interest or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time the
Portfolio actually collects such receivables or pays such liabilities are
treated as ordinary income or ordinary loss. Similarly, gains or losses on
disposition of debt securities denominated in a foreign currency attributable to
fluctuations in the value of foreign currency between the date of acquisition of
the security and the date of disposition also are treated as ordinary gain or
loss. These gains or losses, referred to under the Internal Revenue Code as
"Section 988" gains or losses, increase or decrease the amount of the
Portfolio's investment company taxable income available to be distributed to
shareholders as ordinary income, rather than

B-47
<PAGE> 131

increasing or decreasing the amount of the Portfolio's net capital gain. If
Section 988 losses exceed other investment company taxable income during a
taxable year, distributions made by the Portfolio during the year would be
characterized as a return of capital to shareholders, reducing each
shareholder's basis in their shares.

FOREIGN WITHHOLDING

Income received by a Portfolio from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. Income tax
treaties may reduce or eliminate such taxes. It is impossible to determine in
advance the effective rate of foreign tax to which the Portfolio will be
subject, since the amount of the Portfolio's assets to be invested in various
countries is not known. Except in the case of the International Equity Portfolio
and the International Bond Portfolio, it is not anticipated that any Portfolio
will qualify to pass-through to the shareholders the ability to claim as a
foreign tax credit the foreign taxes paid by a Portfolio.

BACKUP WITHHOLDING

With limited exceptions, each Portfolio is required to withhold federal
income tax at the rate of 31% of all taxable distributions payable to
shareholders who fail to provide the Trust with their correct taxpayer
identification number or to make required certification or who have been
notified by the Internal Revenue Service that they are subject to backup
withholding. Any amounts withheld may be credited against a shareholder's
federal income tax liability.

OTHER TAXATION

Distributions may also be subject to state, local and foreign taxes
depending on each shareholder's particular situation. The foregoing summarizes
certain additional tax considerations generally affecting the Portfolios and
their shareholders that are not described in the Prospectus. No attempt is made
to present a detailed explanation of the tax treatment of the Portfolios or
their shareholders, and the discussions here and in the Prospectus are not
intended as a substitute for careful tax planning. Shareholders are advised to
consult their own tax advisers with respect to the particular tax consequences
to them of an investment in the Trust.

PERFORMANCE INFORMATION

U.S. GOVERNMENT MONEY MARKET PORTFOLIO

CURRENT YIELD AND EFFECTIVE YIELD

The Trust may from time to time advertise the current yield and effective
annual yield of the U.S. Government Money Market Portfolio calculated over a
7-day period. The yield quoted will be the simple annualized yield for an
identified seven calendar day period. The yield calculation will be

B-48
<PAGE> 132

based on a hypothetical account having a balance of exactly one share at the
beginning of the seven-day period. The base period return will be the net change
in the value of the hypothetical account during the seven-day period, including
dividends declared on any shares purchased with dividends on the shares but
excluding any capital changes, divided by the value of the account at the
beginning of the base period. This base period return is then multiplied by
365/7 to calculate the yield on shares of the Portfolio. The yield will vary as
interest rates and other conditions affecting money market instruments change.
Yield also depends on the quality, length of maturity and type of instruments in
the portfolio, and its operating expenses. The Portfolio may also prepare an
effective annual yield computed by compounding the unannualized seven-day period
return as follows: by adding 1 to the unannualized 7-day period return, raising
the sum to a power equal to 365 divided by 7, and subtracting 1 from the result.
The seven-day yield and effective yield for the U.S. Government Money Market
Portfolio as of December 31, 1997 were 4.92% and 5.04%, respectively.

Effective Yield = [(base period return+1)365/7]-1

OTHER PORTFOLIOS

YIELD

The Trust may from time to time advertise the yield of a Portfolio as
calculated over a 30-day period. This yield will be computed by dividing a
Portfolio's net investment income per share earned during this 30-day period by
the maximum offering price per share on the last day of this period. The average
number of shares used in determining the net investment income per share will be
the average daily number of shares outstanding during the 30-day period that
were eligible to receive dividends. In accordance with regulations of the
Securities and Exchange Commission, income will be computed by totaling the
interest earned on all debt obligations during the 30-day period and subtracting
from that amount the total of all expenses incurred during the period, which
include management fees. The 30-day yield is then annualized on a
bond-equivalent basis assuming semi-annual reinvestment and compounding of net
investment income, as described in the Prospectus. Yield is calculated according
to the following formula:

YIELD = 2[(a - b +1)(6) - 1]
------
cd

<TABLE>
<S> <C>
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends.
d = the maximum offering price per share on the last day of the
period.
</TABLE>

The yield for the 30 day period ended December 31, 1997 for each of the
International Bond, Total Return Bond, Intermediate-Term Bond and Mortgage
Backed Securities Portfolios was 2.28%, 5.13%, 5.83%, and 6.61%, respectively.

A Portfolio's yield fluctuates, and an annualized yield quotation is not a
representation by a Portfolio as to what an investment in the Portfolio will
actually yield for any given period. Yields for a Portfolio will vary based on a
number of factors including changes in net asset value, market conditions, the
level of interest rates and the level of income and expenses.

B-49
<PAGE> 133

AVERAGE ANNUAL TOTAL RETURN

The Trust may from time to time advertise the average annual total return
of a Portfolio. Average annual total return is computed by finding the average
annual compounded rates of return over the 1, 5 and 10 year periods that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:

P(1+T)(n) = ERV

Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the 1, 5 or 10 year periods at the end of the 1,
5 or 10 year periods (or fractional portion thereof).

The average annual total returns for the one year period ended December 31,
1997 and the period since inception (January 5, 1993 for each Portfolio except
the International Bond Portfolio, which commenced operations May 17, 1994) are
set forth below:

<TABLE>
<CAPTION>
ONE YEAR ENDED
DECEMBER 31, 1997 SINCE INCEPTION
----------------- ----------------------------------
SUBSIDY ADJUSTED
AVERAGE ANNUAL AVERAGE ANNUAL AVERAGE ANNUAL
PORTFOLIO TOTAL RETURN TOTAL RETURN TOTAL RETURN
--------- -------------- -------------- ----------------
<S> <C> <C> <C>
Large Capitalization Growth
Portfolio......................... 18.97% 11.06% 11.06%
Large Capitalization Value
Portfolio......................... 27.87% 14.70% 14.70%
Small Capitalization Growth
Portfolio......................... 19.05% 14.08% 14.08%
Small Capitalization Value
Portfolio......................... 28.04% 15.54% 15.53%
International Equity Portfolio...... 8.95% 12.63% 12.63%
International Bond Portfolio........ (6.67)% 2.57% 2.57%
Total Return Bond Portfolio......... 8.15% 6.79% 6.65%
Intermediate-Term Bond Portfolio.... 7.49% 6.33% 6.33%
Mortgage Backed Securities
Portfolio......................... 7.73% 6.59% 6.49%
</TABLE>

B-50
<PAGE> 134

AGGREGATE TOTAL RETURN

The Trust may from time to time advertise the aggregate total return of a
Portfolio. A Portfolio's aggregate total return figures represent the cumulative
change in the value of an investment in the Portfolio for the specified period
and are computed by the following formula:

ERV-P
-----------
P

Where: P = a hypothetical initial payment of $1,000.
ERV = ending redeemable value at the end of the 1, 5 or 10 year periods
(or fractional portion thereof) of a hypothetical $1,000 payment
made at the beginning of the 1, 5 or 10 year periods.

The aggregate total returns for each portfolio for the one year period
ended December 31, 1997 and the period since inception (January 5, 1993 for each
Portfolio except the International Bond Portfolio which commenced operations May
17, 1994) are set forth below:

<TABLE>
<CAPTION>
ONE YEAR
ENDED
DECEMBER 31,
1997 SINCE INCEPTION
------------ --------------------------------
SUBSIDY ADJUSTED
AGGREGATE AGGREGATE AGGREGATE
PORTFOLIO TOTAL RETURN TOTAL RETURN TOTAL RETURN
--------- ------------ ------------ ----------------
<S> <C> <C> <C>
Large Capitalization Growth
Portfolio....................................... 20.77% 81.83% 81.83%
Large Capitalization Value Portfolio.............. 29.80% 113.53% 113.53%
Small Capitalization Growth
Portfolio....................................... 20.85% 107.81% 107.81%
Small Capitalization Value Portfolio.............. 29.98% 121.49% 121.49%
International Equity Portfolio.................... 10.60% 95.04% 95.04%
International Bond Portfolio...................... (5.73)% 13.71% 13.71%
Total Return Bond Portfolio....................... 9.23% 45.86% 44.89%
Intermediate-Term Bond Portfolio.................. 8.57% 42.71% 42.71%
Mortgage Backed Securities
Portfolio....................................... 8.82% 44.52% 44.52%
</TABLE>

Comparative performance information may be used from time to time in
advertising or marketing the Portfolio shares, including data from Lipper
Analytical Services, Inc., Morningstar Publications, Inc., Donoghue's Money Fund
Report, The Bank Rate Monitor, other industry publications, business periodicals
and market indices.

B-51
<PAGE> 135

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
AND INDEPENDENT ACCOUNTANTS

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as Custodian for the Trust's portfolio securities
and cash, and in that capacity maintains certain financial and accounting books
and records pursuant to an agreement with the Trust.

Prudential Mutual Fund Services LLC (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 PIFM. 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 distributions and related functions. For these
services, PMFS receives an annual fee per shareholder account of $35.00. PMFS is
also reimbursed for its out-of-pocket expenses, including but not limited to
postage, stationery, printing, allocable communications and other costs. In
addition, the Trust may pay fees for recordkeeping services in respect of
certain eligible defined benefit plan investors. For the fiscal year ended
December 31, 1997, the Fund incurred the following fees for the services of
PMFS.

<TABLE>
<CAPTION>
PORTFOLIO
---------
<S> <C>
Large Capitalization Growth Portfolio....................... $87,300
Large Capitalization Value Portfolio........................ 88,000
Small Capitalization Growth Portfolio....................... 87,400
Small Capitalization Value Portfolio........................ 84,100
International Equity Portfolio.............................. 87,100
International Bond Portfolio................................ 30,300
Total Return Bond Portfolio................................. 33,200
Intermediate-Term Bond Portfolio............................ 37,800
Mortgage Backed Securities Portfolio........................ 43,400
U.S. Government Money Market Portfolio...................... 9,300
</TABLE>

Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036
currently serves as the Trust's independent accountants and, in that capacity,
audits the Trust's annual financial statements.

B-52
<PAGE> 136

(This Page Intentionally Left Blank)
<PAGE> 137
THE TARGET PORTFOLIO TRUST
LARGE CAPITALIZATION GROWTH PORTFOLIO
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
LONG-TERM INVESTMENTS--97.4%

COMMON STOCKS--97.4%

AEROSPACE--0.6%
28,500 Boeing Co.................. $ 1,394,719
------------
AIRLINES--1.1%
22,900 Delta Air Lines, Inc....... 2,725,100
------------

BANKS--4.6%
28,100 BankAmerica Corp........... 2,051,300
27,000 Citicorp................... 3,413,812
45,000 MBNA Corp.................. 1,229,063
76,000 NationsBank Corp........... 4,621,750
------------
11,315,925
------------

BROADCASTING--2.8%
105,600 CBS Corporation............ 3,108,600
135,793 Tele-Communications,
Inc.*.................... 3,793,717
------------
6,902,317
------------

BUSINESS SERVICES--0.6%
90,000 Xylan Corp.*............... 1,361,250
------------

COMPUTERS & BUSINESS
EQUIPMENT--15.0%
141,000 3Com Corp.*................ 4,926,188
228,450 Cisco Systems, Inc.*....... 12,736,087
167,500 Compaq Computer Corp....... 9,453,281
44,300 Gateway 2000, Inc.*........ 1,445,288
200,000 Sun Microsystems, Inc.*.... 7,975,000
------------
36,535,844
------------

CONSTRUCTION
MATERIALS--0.6%
26,700 Masco Corp................. 1,358,363
------------

DRUGS & HEALTHCARE--15.3%
16,600 Cardinal Health, Inc....... 1,247,075
33,200 Guidant Corp............... 2,066,700
68,000 Lilly (Eli) & Co........... 4,734,500

98,600 Medtronic, Inc............ 5,158,012
78,000 Merck & Co., Inc.......... 8,287,500
179,500 Pfizer, Inc............... 13,383,969
20,600 Warner-Lambert Co......... 2,554,400
-----------
37,432,156
-----------

ELECTRICAL EQUIPMENT--0.7%
35,700 AES Corp.*................ 1,664,513
-----------

ELECTRONICS--9.4%
158,900 Ascend Communications,
Inc.*................... 3,893,050
20,000 Aspect Telecommunications
Corp.*.................. 417,500
41,400 Electronic Data Systems
Corp.................... 1,819,012
106,000 Linear Technology Corp.... 6,108,250
200,000 Maxim Integrated Products,
Inc.*................... 6,900,000
110,000 Xilinx, Inc.*............. 3,856,875
-----------
22,994,687
-----------

FINANCIAL SERVICES--5.0%
33,600 Associates First Capital
Corp.................... 2,389,800
43,400 Capital One Financial
Corp.................... 2,351,738
38,000 CIT Group, Inc............ 1,225,500
36,700 Countrywide Mortgage
Investments, Inc.*...... 1,573,513
42,700 Morgan Stanley Dean
Witter*................. 2,524,637
39,750 Travelers Group, Inc...... 2,141,531
-----------
12,206,719
-----------

FOODS--0.5%
21,500 Sara Lee Corp............. 1,210,719
-----------

FOREST PRODUCTS--1.2%
42,300 Fort James Corp........... 1,617,975
20,600 Georgia-Pacific Corp...... 1,251,450
-----------
2,869,425
-----------

INDUSTRIAL MACHINERY--3.1%
252,000 Applied Materials,
Inc.*................... 7,591,500
-----------

INSURANCE--1.9%
43,500 American International
Group, Inc.............. 4,730,625
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-53

<PAGE> 138

THE TARGET PORTFOLIO TRUST
LARGE CAPITALIZATION GROWTH PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
MISCELLANEOUS--2.6%
123,700 Cendant Corp.*............. $ 4,252,187
47,100 Tyco International Ltd..... 2,122,444
------------
6,374,631
------------
NEWSPAPERS--1.1%
42,100 New York Times Co.......... 2,783,862
------------
OIL & GAS--2.3%
23,000 Atlantic Richfield Co...... 1,842,875
46,300 Schlumberger Ltd........... 3,727,150
------------
5,570,025
------------
RETAIL GROCERY--1.6%
61,000 Safeway, Inc.*............. 3,858,250
------------
RETAIL TRADE--6.1%
69,100 Costco Companies, Inc.*.... 3,083,588
46,100 CVS Corp................... 2,953,281
33,800 Dayton-Hudson Corp......... 2,281,500
52,750 Home Depot, Inc............ 3,105,656
97,500 TJX Companies, Inc......... 3,351,562
------------
14,775,587
------------
SAVINGS AND LOAN--1.1%
43,500 Washington Mutual, Inc..... 2,775,844
------------

SEMICONDUCTORS &
EQUIPMENT--5.6%
170,000 Atmel Corp.*............... 3,155,625
151,400 Intel Corp................. 10,635,850
------------
13,791,475
------------

SOFTWARE & SERVICES--8.7%
39,800 America Online, Inc........ 3,549,662
117,000 HBO & Co................... 5,616,000
44,400 Microsoft Corp.*........... 5,738,700
90,000 Parametric Technology
Corp.*................... 4,263,750
57,500 Synopsys, Inc.*............ 2,055,625
------------
21,223,737
------------

TELECOMMUNICATION--2.9%
27,900 Lucent Technologies,
Inc..................... 2,228,513
90,200 NEXTEL Communications,
Inc..................... 2,345,200
46,700 Tellabs, Inc.*............ 2,469,262
-----------
7,042,975
-----------

TELEPHONE--1.6%
62,000 AT&T Corp................. 3,797,500
-----------

TOYS & AMUSEMENTS--0.6%
40,000 Mattel, Inc............... 1,490,000
-----------

TRUCKING & FREIGHT
FORWARDING--0.8%
31,600 Federal Express Corp.*.... 1,929,575
-----------
Total common stocks
(cost $170,357,607)..... 237,707,323
-----------

SHORT-TERM
INVESTMENTS--3.3%
PRINCIPAL
AMOUNT
(000) COMMERCIAL PAPER--2.1%
- ----------
$ 2,000 CXC, Inc.
5.97%, 1/5/98........... 1,998,674
3,000 Du Pont (E. I.) De Nemours
& Co., 5.95%, 1/8/98.... 2,996,529
-----------
Total commercial paper
(cost $4,995,203)....... 4,995,203
-----------

REPURCHASE AGREEMENT--1.2%
2,989 State Street Bank & Trust
Co., 4.00%, due 1/02/98 in
the amount of $2,989,664
(cost $2,989,000; value
of collateral including
accrued interest
$3,058,844)............. 2,989,000
-----------
Total short-term
investments
(cost $7,984,203)....... 7,984,203
-----------
TOTAL INVESTMENTS--100.7%
(cost $178,341,810; Note
4)...................... 245,691,526
Liabilities in excess of
other assets--(0.7%).... (1,796,946)
------------
NET ASSETS--100%.......... $243,894,580
============
</TABLE>
- ---------------
* Non-income producing.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-54

<PAGE> 139

LARGE CAPITALIZATION VALUE PORTFOLIO
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
LONG-TERM INVESTMENTS--97.6%

COMMON STOCKS--97.6%

AEROSPACE--2.4%
44,000 Boeing Co.................. $ 2,153,250
24,450 Lockheed Martin Corp....... 2,408,325
18,800 Northrop Grumman Corp...... 2,162,000
------------
6,723,575
------------

AGRICULTURE MACHINERY--1.2%
21,500 Deere & Co................. 1,253,719
82,000 New Holland NV............. 2,167,875
------------
3,421,594
------------

AGRICULTURE PRODUCTS--1.1%
143,062 Archer-Daniels Midland
Co....................... 3,102,657
------------

ALUMINUM--1.8%
52,000 Aluminum Company of 3,659,500
America..................
21,000 Reynolds Metals Co......... 1,260,000
------------
4,919,500
------------

APPAREL & TEXTILES--3.0%
37,500 Intimate Brands, Inc....... 902,344
35,000 Reebok International, 1,008,438
Ltd.*....................
104,100 Russell Corp............... 2,765,156
115,000 Shaw Industries, Inc....... 1,336,875
55,000 Unifi, Inc................. 2,237,812
------------
8,250,625
------------

AUTO PARTS--1.4%
50,000 Dana Corp.................. 2,375,000
39,000 Genuine Parts Co........... 1,323,562
6,667 Meritor Automotive, Inc.... 140,417
------------
3,838,979
------------

AUTOMOBILES--3.5%
142,000 Ford Motor Co............. 6,913,625
46,000 General Motors Corp....... 2,788,750
-----------
9,702,375
-----------

BANKS--8.5%
59,000 Ahmanson (H.F.) & Co...... 3,949,312
11,000 Comerica, Inc............. 992,750
45,000 First Chicago Nbd Corp.... 3,757,500
51,700 First Union Corp.......... 2,649,625
27,000 Keycorp................... 1,911,938
70,000 National City Corp........ 4,602,500
46,200 NationsBank Corp.......... 2,809,537
35,000 Wachovia Corp............. 2,839,375
-----------
23,512,537
-----------

BREWERY--0.5%
31,100 Anheuser Busch Companies,
Inc..................... 1,368,400
-----------

BUILDING PRODUCTS--0.6%
16,000 Georgia-Pacific Corp...... 363,000
35,000 York International
Corp.................... 1,384,688
-----------
1,747,688
-----------

BUSINESS SERVICES--0.7%
16,000 Dun & Bradstreet Corp..... 495,000
50,000 Ikon Office Solutions,
Inc..................... 1,406,250
-----------
1,901,250
-----------

CHEMICALS--3.0%
42,500 Dow Chemical Co........... 4,313,750
26,000 Du Pont (E.I.) De Nemours
& Co.................... 1,561,625
27,000 Eastman Chemical Co....... 1,608,187
20,000 Great Lakes Chemical
Corp.................... 897,500
-----------
8,381,062
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-55

<PAGE> 140

THE TARGET PORTFOLIO TRUST
LARGE CAPITALIZATION VALUE PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
COMPUTERS & BUSINESS
EQUIPMENT--3.7%
40,000 Compaq Computer Corp....... $ 2,257,500
36,000 Hewlett-Packard Co......... 2,250,000
28,000 International Business
Machines Corp............ 2,927,750
30,000 Pitney Bowes, Inc.......... 2,698,125
------------
10,133,375
------------

CONGLOMERATE--2.5%
59,200 Dover Corp................. 2,138,600
38,300 Hanson PLC. (ADR).......... 883,294
30,000 Scana Corp................. 898,125
48,000 Textron, Inc............... 3,000,000
------------
6,920,019
------------

CONSUMER PRODUCTS--1.0%
15,000 Eastman Kodak Co........... 912,187
51,500 Fortune Brands Inc......... 1,908,719
------------
2,820,906
------------
DOMESTIC OIL--1.6%
32,000 Atlantic Richfield Co...... 2,564,000
51,600 USX - Marathon Group....... 1,741,500
------------
4,305,500
------------

DRUGS & HEALTHCARE--7.7%
32,500 Abbott Laboratories........ 2,130,781
41,400 American Home Products
Corp..................... 3,167,100
66,666 Astra AB Class A (ADR)..... 1,145,822
17,000 Baxter International,
Inc...................... 857,438
46,000 Bristol Myers Squibb Co.... 4,352,750
80,000 Columbia/HCA Healthcare
Corp..................... 2,370,000
20,000 Merck & Co., Inc........... 2,125,000
87,000 Mylan Laboratories......... 1,821,562
53,000 Schering Plough Corp....... 3,292,625
------------
21,263,078
------------

ELECTRIC UTILITIES--7.0%
50,000 Central & South West
Corp.................... 1,353,125
32,000 CMS Energy Corp........... 1,410,000
40,000 DTE Energy Company........ 1,387,500
32,000 Edison International...... 870,000
53,200 Entergy Corporation....... 1,592,675
21,000 General Public Utilities
Corp.*.................. 884,625
78,000 Illinova Corp............. 2,101,125
34,000 New York State Electric &
Gas Corp................ 1,207,000
48,200 PacifiCorp................ 1,316,462
45,000 PECO Energy Co............ 1,091,250
40,000 Public Service Enterprise
Group Inc............... 1,267,500
80,000 Southern Co............... 2,070,000
85,000 Unicom Corp............... 2,613,750
-----------
19,165,012
-----------

ELECTRICAL EQUIPMENT--2.0%
20,000 Emerson Electric Co....... 1,128,750
30,000 General Electric Co....... 2,201,250
2,933 Raytheon Company Class A.. 144,634
40,000 Raytheon Company Class B.. 2,020,000
-----------
5,494,634
-----------

ELECTRONICS--0.4%
20,000 Rockwell International
Corporation............. 1,045,000
-----------

ENERGY--0.2%
15,375 Energy Group PLC.......... 686,109
-----------

FINANCIAL SERVICES--3.7%
19,000 Beneficial Corp........... 1,579,375
90,000 Federal National Mortgage
Association............. 5,135,625
12,000 Household International,
Inc..................... 1,530,750
28,700 Washington Mutual, Inc.... 1,831,419
-----------
10,077,169
-----------

FOOD & BEVERAGES--1.3%
50,000 PepsiCo, Inc.............. 1,821,875
90,000 Tyson Foods, Inc. Class A. 1,845,000
-----------
3,666,875
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-56

<PAGE> 141

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>

FOREST PRODUCTS--2.3%
16,000 Georgia-Pacific Corp....... $ 972,000
50,000 Kimberly-Clark Corp........ 2,465,625
57,000 Weyerhaeuser Co............ 2,796,563
------------
6,234,188
------------

GAS & PIPELINE
UTILITIES--0.4%
27,000 Eastern Enterprises........ 1,215,000
------------

HOUSEHOLD APPLIANCES &
HOME FURNISHINGS--1.8%
91,800 Whirlpool Corp............. 5,049,000
------------

INSURANCE--8.7%
80,458 American General Corp...... 4,349,761
15,950 Aon Corp................... 935,069
10,000 General Reinsurance
Corp..................... 2,120,000
30,000 Jefferson-Pilot Corp....... 2,336,250
22,000 Lincoln National Corp...... 1,718,750
38,000 Marsh & McLennan Companies,
Inc...................... 2,833,375
59,450 Old Republic International
Corp..................... 2,210,797
92,000 SAFECO Corp................ 4,485,000
11,000 St. Paul Companies, Inc.... 902,687
16,000 TIG Holdings, Inc.......... 531,000
14,000 Transamerica Corp.......... 1,491,000
------------
23,913,689
------------
INTERNATIONAL OIL--5.4%
25,000 Amoco Corp................. 2,128,125
42,000 Exxon Corp................. 2,569,875
111,000 Occidental Petroleum
Corp..................... 3,253,687
70,000 Phillips Petroleum Co...... 3,403,750
50,000 Repsol S.A. (ADR).......... 2,128,125
40,000 YPF Sociedad Anonima
(ADR).................... 1,367,500
------------
14,851,062
------------

MINING--0.9%
38,200 Phelps Dodge Corp.......... 2,377,950
------------

MISCELLANEOUS--0.7%
52,000 Tenneco, Inc............... 2,054,000
------------

PAPER--1.9%
59,999 International Paper Co.... 2,587,457
25,000 Union Camp Corp........... 1,342,188
37,500 Westvaco Corp............. 1,178,906
-----------
5,108,551
-----------

PETROLEUM SERVICES--0.1%
7,000 Ultramar Diamond Shamrock
Corp.................... 223,125
-----------

PLASTICS--0.5%
51,000 Tupperware Corp........... 1,421,625
-----------

POLLUTION CONTROL--2.1%
14,761 Browning Ferris
Industries, Inc......... 546,157
187,000 Waste Management, Inc..... 5,142,500
-----------
5,688,657
-----------

RAILROADS &
EQUIPMENT--1.0%
35,000 Illinois Central Corp..... 1,192,188
48,000 Norfolk Southern Corp..... 1,479,000
-----------
2,671,188
-----------

RETAIL TRADE--2.2%
41,000 May Department Stores
Co...................... 2,160,188
37,000 Penney (J.C.) Co., Inc.... 2,231,562
36,000 Sears, Roebuck & Co....... 1,629,000
-----------
6,020,750
-----------

RETAIL - FOOD &
RESTAURANTS--0.7%
40,000 McDonald's Corp........... 1,910,000
-----------

STEEL--1.2%
25,000 Nucor Corp................ 1,207,813
65,000 USX-U.S. Steel Group,
Inc..................... 2,031,250
-----------
3,239,063
-----------

TELEPHONE--3.2%
49,900 ALLTEL Corp............... 2,049,019
69,000 AT&T Corp................. 4,226,250
20,846 SBC Communications Inc.... 1,526,969
22,000 U.S. West Communications,
Inc..................... 992,750
-----------
8,794,988
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-57

<PAGE> 142

THE TARGET PORTFOLIO TRUST
LARGE CAPITALIZATION VALUE PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
TIRES & RUBBER--0.6%
65,000 Cooper Tire & Rubber Co.... $ 1,584,375
------------

TOBACCO--2.7%
64,700 Imperial Tobacco Group
PLC., (ADR).............. 800,662
144,400 Philip Morris Companies,
Inc...................... 6,543,125
------------
7,343,787
------------

TRUCKING & FREIGHT
FORWARDING--0.6%
51,000 Ryder System, Inc.......... 1,670,250
------------

TECHNOLOGY & SERVICES--1.8%
35,000 Adaptec, Inc.*............. 1,299,375
80,000 Electronic Data Systems
Corp..................... 3,515,000
------------
4,814,375
------------
Total common stocks
(cost $179,281,743)...... 268,633,542
------------

SHORT-TERM INVESTMENTS--2.7%
PRINCIPAL
AMOUNT
(000)
- ----------
$ 7,320 Seven Seas Series
Government Fund
5.30% (cost
$7,320,040).............. 7,320,040
------------
TOTAL INVESTMENTS--100.3%
(cost $186,601,783; Note
4)....................... 275,953,582
Liabilities in excess of
other assets--(0.3%)..... (860,383)
------------
NET ASSETS--100%........... $275,093,199
============
</TABLE>
- ---------------
* Non-income producing.
ADR--American Depository Receipts.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-58

<PAGE> 143

SMALL CAPITALIZATION GROWTH PORTFOLIO
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
LONG-TERM INVESTMENTS--98.3%

COMMON STOCKS--98.3%

AIRLINES--1.0%
44,100 America West Holdings
Corp.*................... $ 821,363
22,300 KLM Royal Dutch Air Lines
NV....................... 841,825
------------
1,663,188
------------

APPAREL & TEXTILES--2.8%
37,300 G & K Services, Inc........ 1,566,600
17,300 Jones Apparel Group,
Inc.*.................... 743,900
31,650 Mohawk Industries, Inc.
*........................ 694,322
30,700 Nautica Enterprises,
Inc.*.................... 713,775
6,600 Stein Mart, Inc. *......... 176,550
49,500 Stride Rite Corp........... 594,000
8,050 Wolverine World Wide,
Inc...................... 182,131
------------
4,671,278
------------
AUTO/TRUCK MANUFACTURING &
EQUIPMENT--3.4%
162,400 Aftermarket Technology
Corp.*................... 2,943,500
16,200 Airborne Freight Corp...... 1,006,425
21,100 Federal - Mogul Corp....... 854,550
32,300 Yellow Corp.*.............. 811,537
------------
5,616,012
------------

BANKS--1.8%
12,500 GreenPoint Financial
Corp..................... 907,031
35,100 North Fork Bancorp.,
Inc...................... 1,178,044
13,300 Webster Financial Corp..... 884,450
------------
2,969,525
------------

BUILDING PRODUCTS--2.6%
115,200 Advanced Lighting
Technologies, Inc.*...... 2,188,800
47,500 Service Experts, Inc.*..... 1,359,687
17,700 Texas Industries, Inc...... 796,500
------------
4,344,987
------------

BUSINESS SERVICES--9.5%
78,300 American Management
Systems, Inc.*.......... 1,526,850
21,000 Analysts International
Corp.................... 724,500
20,300 BISYS Group, Inc.
(The)*.................. 674,975
30,800 Catalina Marketing
Corp.*.................. 1,424,500
109,800 CCC Information Services
Group Inc.*............. 2,168,550
23,700 GTECH Holdings Corp.*..... 756,919
77,000 INSpire Insurance
Solutions, Inc.*........ 1,607,375
26,800 Lamar Advertising Co.*.... 1,065,300
11,400 Robert Half International
Inc.*................... 456,000
40,300 UBICS, Inc.*.............. 604,500
54,100 Universal Outdoor
Holdings, Inc.*......... 2,813,200
65,300 Zebra Technologies
Corp.*.................. 1,942,675
-----------
15,765,344
-----------

CHEMICALS--1.6%
32,300 Lyondell Petrochemical
Co...................... 855,950
38,300 Minerals Technologies,
Inc..................... 1,740,256
-----------
2,596,206
-----------

COMMUNICATION--4.5%
100,000 Allen Telecom, Inc.*...... 1,843,750
142,000 Centennial Cellular
Corp.*.................. 2,911,000
30,100 Coherent Communications
Systems Corp.*.......... 839,038
25,900 Davox Corp.*.............. 844,987
33,400 Tekelec*.................. 1,018,700
-----------
7,457,475
-----------

COMPUTERS & BUSINESS
EQUIPMENT--4.7%
74,800 Black Box Corp.*.......... 2,646,050
118,200 Mastech Corp.*............ 3,752,850
17,400 Quantum Corp.*............ 349,087
19,200 SanDisk Corp.*............ 390,000
30,800 SMART Modular
Technologies, Inc.*..... 708,400
-----------
7,846,387
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-59

<PAGE> 144

THE TARGET PORTFOLIO TRUST
SMALL CAPITALIZATION GROWTH PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
DRUGS & HEALTHCARE--1.3%
11,500 Arrow International,
Inc...................... $ 425,500
66,500 First Commonwealth,
Inc.*.................... 781,375
11,100 IMPATH, Inc.*.............. 363,525
10,300 Scherer (R.P.) Corp.*...... 628,300
------------
2,198,700
------------

ELECTRICAL EQUIPMENT--3.7%
16,900 Cohu, Inc.................. 517,562
188,377 Computer Products, Inc.*... 4,262,030
34,400 Jabil Circuit, Inc.*....... 1,367,400
------------
6,146,992
------------

ELECTRONICS--1.8%
33,900 DSP Group, Inc.*........... 678,000
23,900 Integrated Circuit Systems,
Inc.*.................... 681,150
36,300 Orbotech, Ltd.*............ 1,157,062
40,000 Reptron Electronics,
Inc.*.................... 415,000
------------
2,931,212
------------

FINANCIAL SERVICES--6.3%
40,000 CMAC Investment Corp....... 2,415,000
187,900 Credit Acceptance Corp.*... 1,456,225
95,000 Emergent Group, Inc.*...... 1,318,125
32,600 Enhance Financial Services
Group, Inc............... 1,939,700
22,800 Jefferies Group, Inc....... 933,375
40,500 Money Store, Inc. (The).... 850,500
102,300 Right Management
Consultants, Inc.*....... 1,304,325
10,000 United Asset Management
Corp..................... 244,375
------------
10,461,625
------------

FOOD & BEVERAGES--2.0%
18,800 Canandaigua Brands,
Inc.*.................... 1,041,050
16,500 Dean Foods Co.............. 981,750
11,000 Robert Mondavi Corp.*...... 536,250
22,200 Smithfield Foods, Inc.*.... 732,600
------------
3,291,650
------------

HOMEBUILDERS--1.8%
18,000 Fairfield Communities,
Inc.*................... 794,250
12,000 Oakwood Homes Corp........ 398,250
31,100 Ryland Group, Inc.*....... 730,850
43,950 Watsco, Inc............... 1,085,016
-----------
3,008,366
-----------

HOTELS & RESTAURANTS--0.9%
22,700 CKE Restaurants, Inc...... 956,237
37,000 Foodmaker, Inc*........... 557,313
-----------
1,513,550
-----------

HOUSEHOLD APPLIANCES &
HOME FURNISHINGS--2.0%
51,200 Ethan Allen Interiors,
Inc..................... 1,974,400
34,000 Heilig-Meyers Co.......... 408,000
42,900 Pier 1 Imports, Inc....... 970,613
-----------
3,353,013
-----------

INDUSTRIAL MACHINERY--2.3%
13,400 Coltec Industries,
Inc.*................... 310,713
24,900 Gardner Denver Machinery
Inc.*................... 630,281
23,200 Graco, Inc................ 865,650
5,000 Kennametal, Inc........... 259,063
7,600 NACCO Industries, Inc..... 814,625
127,300 PPT Vision, Inc*.......... 986,575
-----------
3,866,907
-----------

INSURANCE--1.7%
22,300 Amerin Corp.*............. 624,400
41,900 Capmac Holdings Inc....... 1,456,025
26,300 Mutual Risk Management,
Ltd..................... 787,356
-----------
2,867,781
-----------

LEISURE--0.3%
10,200 Anchor Gaming*............ 568,650
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-60

<PAGE> 145

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
MANUFACTURING--4.2%
37,600 Aptargroup, Inc............ $ 2,086,800
53,700 Flanders Corp.*............ 496,725
28,300 Kaydon Corp................ 923,287
135,600 PalEx, Inc.*............... 1,610,250
189,900 Polymer Group, Inc.*....... 1,804,050
------------
6,921,112
------------

MEDICAL & DENTAL
SUPPLIES--5.8%
119,500 InControl, Inc.*........... 702,062
26,800 Mentor Corp................ 978,200
31,600 Patterson Dental Co.*...... 1,429,900
74,900 Perclose, Inc.*............ 1,441,825
26,800 Safeskin Corp.*............ 1,520,900
150,400 Xomed Surgical Products
Inc.*.................... 3,609,600
------------
9,682,487
------------

MISCELLANEOUS--2.9%
144,300 Strayer Education, Inc..... 4,761,900
------------

OFFICE EQUIPMENT &
SERVICES--1.3%
49,000 Danka Business Systems PLC
(ADR).................... 780,938
25,400 Miller (Herman), Inc....... 1,385,887
------------
2,166,825
------------

OIL & GAS
EXPLORATION/DRILLING--2.4%
18,400 Cliffs Drilling Co.*....... 917,700
22,300 Devon Energy Corp.......... 858,550
40,400 Forcenergy, Inc.*.......... 1,057,975
55,300 Marine Drilling Cos.,
Inc.*.................... 1,147,475
------------
3,981,700
------------

OIL FIELD/EQUIPMENT &
SERVICES--4.1%
22,400 Cooper Cameron Corp.*...... 1,366,400
19,000 EVI, Inc.*................. 983,250
30,700 Key Energy Group, Inc.*.... 665,806
28,000 Petroleum Geo-Services ASA
(ADR)*................... 1,813,000
5,500 Tidewater, Inc............. 303,188

26,000 UTI Energy Corp.*......... 672,750
46,000 Varco International,
Inc.*................... 986,125
-----------
6,790,519
-----------

POLLUTION CONTROL
EQUIPMENT & SERVICES--0.2%
12,000 Superior Services, 346,500
Inc.*................... -----------

PRINTING & PUBLISHING--1.6%
12,900 Central Newspapers,
Inc..................... 953,794
46,400 Valassis Communications,
Inc.*................... 1,716,800
-----------
2,670,594
-----------

RETAIL TRADE--6.4%
35,000 Ames Department Stores,
Inc.*................... 612,500
39,600 Barnett, Inc.*............ 871,200
32,300 Best Buy Co., Inc.*....... 1,191,062
56,200 Dress Barn, Inc.*......... 1,594,675
35,600 Goody's Family Clothing,
Inc.*................... 967,875
98,000 Lithia Motors, Inc.*...... 1,445,500
28,700 Mac Frugals Bargains
Close-Outs, Inc.*....... 1,180,288
31,600 Michaels Stores, Inc.*.... 924,300
49,700 Ross Stores, Inc.......... 1,807,837
-----------
10,595,237
-----------

RETAIL/WHOLESALE--0.9%
29,550 Cellstar Corp.*........... 587,306
21,700 Tech Data Corp.*.......... 843,588
-----------
1,430,894
-----------

SEMICONDUCTORS &
EQUIPMENT--1.9%
60,100 Cirrus Logic, Inc.*....... 638,563
19,300 Dallas Semiconductor
Corp.................... 786,475
27,150 Vitesse Semiconductor
Corp.*.................. 1,024,912
26,600 VLSI Technology, Inc.*.... 628,425
-----------
3,078,375
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-61

<PAGE> 146

THE TARGET PORTFOLIO TRUST
SMALL CAPITALIZATION GROWTH PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
SOFTWARE--6.1%
20,900 Autodesk, Inc.............. $ 773,300
33,400 Avid Technology, Inc.*..... 893,450
10,900 Citrix Systems, Inc.*...... 828,400
43,800 Digi International,
Inc.*.................... 744,600
39,800 Keane, Inc*................ 1,616,875
36,800 Manugistics Group, Inc.*... 1,642,200
11,100 Microchip Technology,
Inc...................... 333,000
25,562 Network Associates,
Inc.*.................... 1,351,591
23,300 Systems & Computer
Technology Corp.*........ 1,156,262
20,300 Transaction Systems
Architects, Inc.*........ 771,400
------------
10,111,078
------------

STEEL--0.9%
65,200 Bethlehem Steel Corp.*..... 562,350
36,600 Maverick Tube Corp.*....... 926,438
800 National Steel Corp. *..... 9,250
------------
1,498,038
------------

TRANSPORTATION--3.6%
120,300 Coach USA, Inc.*........... 4,030,050
32,600 Navistar International
Corp.*................... 808,888
33,500 Stolt-Nielsen SA........... 709,781
40,000 Trailer Bridge, Inc.*...... 355,000
------------
5,903,719
------------
Total common stocks
(cost $129,740,398)...... 163,077,826
------------

SHORT-TERM INVESTMENTS--3.4%

COMMERCIAL PAPER--2.4%
113 Associates Corp. of North
America 6.64%, 1/2/98.... 112,979
3,884 American Express Co.
6.65%, 1/2/98............ 3,883,283
------------
Total commercial paper
(cost $3,996,262)........ 3,996,262
------------

OTHER--1.0%
312 Seven Seas Money Market
Fund 5.42%............... 312,396
1,324 Seven Seas Series
Government Fund
5.30%.................... 1,323,943
------------
Total other
(cost $1,636,339)........ 1,636,339
------------
Total short-term
investments
(cost $5,632,601)........ 5,632,601
------------
TOTAL INVESTMENTS--101.7%
(cost $135,372,999; Note
4)....................... 168,710,427
Liabilities in excess of
other assets--(1.7%)..... (2,812,291)
------------
NET ASSETS--100%........... $165,898,136
============
</TABLE>
- ------------------
* Non-income producing.
ADR--American Depository Receipt.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-62

<PAGE> 147

SMALL CAPITALIZATION VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS DECEMBER 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
LONG-TERM INVESTMENTS--94.7%

COMMON STOCKS--94.7%

AEROSPACE--1.2%
500 AAR Corp................... $ 19,375
15,000 Aeroquip-Vickers, Inc...... 735,938
34,600 Martin Marietta Materials,
Inc...................... 1,265,062
------------
2,020,375
------------

APPAREL & TEXTILES--2.7%
33,700 Albany International
Corp..................... 775,100
36,600 Culp, Inc.................. 732,000
26,600 Interface, Inc............. 771,400
45,750 Mohawk Industries, Inc.*... 1,003,641
48,200 Oakley, Inc.*.............. 436,812
33,100 Unitog Co.................. 736,475
------------
4,455,428
------------

AUTO PARTS--0.7%
21,800 Borg-Warner Automotive,
Inc...................... 1,133,600
------------

AUTO RELATED--1.5%
32,000 Amcast Industrial Corp.*... 734,000
25,900 Modine Manufacturing Co.... 883,837
44,748 Myers Industries, Inc...... 763,513
------------
2,381,350
------------
AUTOMOBILES--0.6%
23,300 Tower Automotive, Inc.*.... 980,056
------------

BANKS--5.4%
17,000 First American Corp........ 845,750
37,000 Firstmerit Corp............ 1,049,875
8,700 HUBCO, Inc................. 340,388
28,200 Long Island Bancorp,
Inc...................... 1,399,425
37,300 ML Bancorp, Inc............ 1,119,000
50,200 North Fork Bancorp, Inc.... 1,684,837
39,750 People's Bank.............. 1,510,500
23,700 Susquehanna Bancshares,
Inc...................... 906,525
------------
8,856,300
------------

BROADCASTING--0.7%
39,200 NTL, Inc.*................ 1,092,700
-----------

BUSINESS SERVICES--0.9%
38,200 Bowne & Company, Inc...... 1,523,225
-----------

CHEMICALS--3.2%
41,550 Ferro Corp................ 1,010,184
46,200 Hanna (M.A.) Co........... 1,166,550
40,050 Learonal, Inc............. 941,175
24,090 Rock-Tenn Co., Cl. A...... 493,845
48,062 RPM, Inc.................. 732,946
37,400 Schulman (A.), Inc........ 939,675
-----------
5,284,375
-----------

COMMUNICATION--1.0%
54,500 Allen Telecom, Inc.*...... 1,004,844
48,600 Vanguard Cellular System,
Inc.*................... 619,650
-----------
1,624,494
-----------

COMPUTERS & BUSINESS
EQUIPMENT--2.1%
27,300 MTS Systems Corp.......... 1,023,750
52,600 Planar Systems, Inc.*..... 539,150
31,400 Stratus Computer, Inc.*... 1,187,312
32,800 Wang Laboratories,
Inc.*................... 725,700
-----------
3,475,912
-----------

CONSTRUCTION & MINING
EQUIPMENT--0.0%
6,000 JLG Industries, Inc....... 84,750
-----------

DIVERSIFIED
INDUSTRIALS--5.9%
20,900 Applied Power, Inc........ 1,442,100
28,200 Brady (W.H.) Co........... 874,200
33,400 Carlisle Co., Inc......... 1,427,850
26,650 Clarcor, Inc.............. 789,506
14,200 Dexter Corp............... 613,262
14,800 Donaldson Co., Inc........ 666,925
29,800 Jacobs Engineering Group,
Inc.*................... 756,175
52,600 Lydall, Inc.*............. 1,025,700
35,350 Osmonics, Inc.*........... 558,972
37,600 Teleflex, Inc............. 1,419,400
-----------
9,574,090
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-63

<PAGE> 148

THE TARGET PORTFOLIO TRUST
SMALL CAPITALIZATION VALUE PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
DRUGS & HEALTHCARE--4.3%
45,800 Apria Healthcare Group,
Inc.*.................... $ 615,437
20,815 Bergen Brunswig Corp....... 876,832
38,100 Integrated Health Services,
Inc...................... 1,188,244
61,600 Perrigo Co.*............... 823,900
11,200 Scherer (R.P.) Corp.*...... 683,200
26,100 Sun Healthcare Group,
Inc.*.................... 505,688
49,500 Sunrise Medical, Inc.*..... 764,156
21,100 Vital Signs, Inc........... 411,450
41,100 West Co., Inc.............. 1,222,725
------------
7,091,632
------------

ELECTRIC UTILITIES--0.4%
16,700 Sierra Pacific Resources... 626,250
------------
ELECTRICAL EQUIPMENT--2.9%
64,100 Anixter International,
Inc.*.................... 1,057,650
60,600 Belden, Inc................ 2,136,150
25,900 Oak Industries, Inc.*...... 768,906
39,900 Woodhead Industries,
Inc...................... 748,125
------------
4,710,831
------------
ELECTRONICS--5.6%
27,300 Bell & Howell Co.*......... 660,319
27,700 Dallas Semiconductor
Corp..................... 1,128,775
25,900 Dynatech Corp.*............ 1,214,062
23,700 Esterline Technologies
Corp.*................... 853,200
15,000 Hadco Corp.*............... 678,750
30,200 Harman International
Industries, Inc.......... 1,281,612
11,600 Lam Research Corp.*........ 339,300
55,450 Methode Eletronics, Inc.... 901,063
16,950 Nichols Research Corp.*.... 423,750
56,000 Pioneer Standard
Electronics, Inc......... 854,000
32,800 VLSI Technology, Inc.*..... 774,900
------------
9,109,731
------------

ENTERTAINMENT--0.4%
22,900 Regal Cinemas, Inc.*....... 638,338
------------

FINANCIAL SERVICES--1.3%
27,500 Amresco, Inc.*............ 831,875
22,000 CMAC Investment Corp...... 1,328,250
-----------
2,160,125
-----------

FOOD - SERVICE/
LODGING--1.3%
31,700 Luby's Cafeterias, Inc.... 556,731
47,700 Marcus Corp............... 879,469
23,400 Sbarro, Inc............... 615,713
-----------
2,051,913
-----------

FOODS--1.8%
41,250 Flowers Industries,
Inc..................... 848,203
16,100 Lancaster Colony Corp..... 907,638
26,600 Universal Foods Corp...... 1,123,850
-----------
2,879,691
-----------

GAS & PIPELINE
UTILITIES--1.6%
8,200 KN Energy, Inc............ 442,800
12,800 National Fuel Gas Co...... 623,200
10,000 Tejas Gas Corp.*.......... 612,500
19,600 Wicor, Inc................ 910,175
-----------
2,588,675
-----------

HOMEBUILDERS--0.6%
40,700 Kaufman & Broad Home
Corp.................... 913,206
-----------

HOSPITAL SUPPLIES &
SERVICES--2.3%
19,800 Beckman Instruments,
Inc.*................... 792,000
47,100 Magellan Health Services,
Inc.*................... 1,012,650
57,700 Sierra Health Services,
Inc.*................... 1,940,162
-----------
3,744,812
-----------

HOTELS & RESTAURANTS--0.7%
18,900 Lone Star Steakhouse &
Saloon*................. 330,750
93,800 Ryan's Family Steak
Houses, Inc.*........... 803,163
-----------
1,133,913
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-64

<PAGE> 149

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
HOUSEHOLD APPLIANCES &
HOME FURNISHINGS--2.6%
17,800 Bassett Furniture
Industries, Inc.......... $ 534,000
21,000 Chromcraft Revington,
Inc.*.................... 672,000
29,200 Department 56, Inc.*....... 839,500
57,100 Furniture Brands
International, Inc.*..... 1,170,550
19,700 La-Z-Boy, Inc.............. 849,562
19,400 Rival Co................... 254,625
------------
4,320,237
------------

INDUSTRIAL MACHINERY--7.4%
17,000 Briggs & Stratton Corp..... 825,562
29,950 Crane Co................... 1,299,081
51,900 First Brands Corp.......... 1,398,056
36,300 Flowserve Corp............. 1,014,131
20,200 Graco, Inc................. 753,713
60,609 Mark IV Industries, Inc.... 1,325,822
35,400 Polaris Industries, Inc.... 1,081,912
28,400 Regal Beloit Corp.......... 839,575
26,900 Scotsman Industries,
Inc...................... 657,369
37,500 Stewart & Stevenson
Services, Inc............ 956,250
34,900 United Dominion Industries
Ltd...................... 883,406
39,900 Watts Industries, Inc...... 1,129,669
------------
12,164,546
------------

INSURANCE--7.5%
23,000 American Bankers Insurance
Group, Inc............... 1,056,563
61,200 Amerin Corp.*.............. 1,713,600
27,300 Blanch (E.W.) Holdings,
Inc...................... 940,144
6,500 Capmac Holdings, Inc....... 225,875
23,200 Enhance Financial Services
Group, Inc............... 1,380,400
78,600 Horace Mann Educators
Corp..................... 2,235,187
41,800 NAC Re Corp................ 2,040,362
18,600 Poe & Brown, Inc........... 830,025
16,600 Protective Life Corp....... 991,850
13,400 Vesta Insurance Group,
Inc...................... 795,625
------------
12,209,631
------------

LEISURE AND
RECREATION--0.6%
40,500 K2, Inc................... 921,375
-----------

MANUFACTURING--1.2%
13,200 ACX Technologies, Inc.*... 322,575
76,800 International Rectifier
Corp.*.................. 907,200
23,700 Roper Industries, Inc..... 669,525
-----------
1,899,300
-----------

MISCELLANEOUS--1.9%
25,125 Applied Industrial
Technologies, Inc....... 672,094
20,500 Aptargroup, Inc........... 1,137,750
46,900 Calpine Corp.*............ 697,638
14,500 Standex International
Corp.................... 511,125
2,000 VWR Scientific Products
Corp.*.................. 56,500
-----------
3,075,107
-----------

OFFICE EQUIPMENT--1.4%
14,900 Hon Industries, Inc....... 879,100
38,500 Hunt Corp................. 911,969
10,000 Miller (Herman), Inc...... 545,625
-----------
2,336,694
-----------

OIL & GAS--1.6%
33,500 Devon Energy Corp......... 1,289,750
19,300 Helmerich & Payne, Inc.... 1,309,987
-----------
2,599,737
-----------

OIL & GAS -
PRODUCTION/PIPELINE--0.4%
23,900 Barrett Resources
Corp.*.................. 722,975
-----------

OIL - SUPPLIES &
CONSTRUCTION--0.8%
7,400 BJ Services Co.*.......... 532,338
12,700 Tidewater, Inc............ 700,087
-----------
1,232,425
-----------

PAPER & PAPER
PRODUCTS--0.5%
39,800 Wausau Paper Co........... 800,975
-----------

PETROLEUM SERVICES--1.3%
37,300 McDermott International,
Inc..................... 1,366,113
43,000 Vintage Petroleum, Inc.... 817,000
-----------
2,183,113
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-65

<PAGE> 150

THE TARGET PORTFOLIO TRUST
SMALL CAPITALIZATION VALUE PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
POLLUTION CONTROL--0.2%
9,300 Safety-Kleen Corp.......... $ 255,169
------------

PRINTING & PUBLISHING--2.2%
27,350 American Business Products,
Inc...................... 591,444
78,150 Banta Corp................. 2,110,050
31,400 Lee Enterprises, Inc....... 928,262
------------
3,629,756
------------
PROFESSIONAL SERVICES--1.8%
22,100 CDI Corp.*................. 1,011,075
16,500 HSB Group, Inc............. 910,594
16,000 Interim Services, Inc.*.... 414,000
31,800 Metromail Corp.*........... 568,425
------------
2,904,094
------------
PUBLISHING--0.3%
23,300 Gibson Greetings, Inc.*.... 509,688
------------
RAILROADS & EQUIPMENT--0.4%
31,500 ABC Rail Products Corp.*... 630,000
------------
REAL ESTATE--0.5%
39,700 Catellus Development
Corp.*................... 794,000
------------
REAL ESTATE INVESTMENT
TRUST--2.2%
41,500 Arden Realty, Inc.......... 1,276,125
37,300 Glenborough Realty Trust,
Inc...................... 1,105,012
28,600 Liberty Property Trust..... 816,888
9,000 Sun Communities, Inc....... 323,438
------------
3,521,463
------------

RETAIL TRADE--0.3%
3,000 Eagle Hardware & Garden,
Inc.*.................... 58,125
28,000 Global Directmail Corp.*... 484,750
------------
542,875
------------

RETAIL - APPAREL--1.5%
53,000 AnnTaylor Stores Corp.*... 708,875
34,200 Footstar, Inc.*........... 919,125
11,500 Gymboree Corp.*........... 314,813
18,700 Wet Seal, Inc.*........... 551,650
-----------
2,494,463
-----------

RETAIL - FOOD & DRUGS--1.1%
51,412 Arbor Drugs, Inc.......... 951,122
52,300 Ruddick Corp.............. 911,981
-----------
1,863,103
-----------

RETAILING--2.5%
27,300 Carson Pirie Scott &
Co.*.................... 1,368,413
27,300 Lands End, Inc............ 957,206
59,400 Proffitt's, Inc.*......... 1,689,187
-----------
4,014,806
-----------

SAVINGS AND LOAN--0.7%
18,500 Webster Financial Corp.... 1,230,250
-----------

STEEL--0.3%
16,200 Reliance Steel & Aluminum
Co...................... 481,950
-----------

TELECOMMUNICATION--0.1%
19,400 Corecomm, Inc.*........... 196,425
-----------

TOBACCO--0.2%
19,200 Swisher International
Group, Inc.*............ 326,400
-----------

TOYS & AMUSEMENTS--0.5%
28,600 Russ Berrie & Co., Inc.... 750,750
-----------

TRUCKING & FREIGHT
FORWARDING--3.0%
28,000 Circle International
Group, Inc.............. 642,250
23,000 CNF Transportation,
Inc..................... 882,625
39,700 The Pittston Brink's
Group................... 1,597,925
37,600 Pittston Burlington Group
Co...................... 987,000
48,700 Rollins Truck Leasing
Corp.................... 870,512
-----------
4,980,312
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-66

<PAGE> 151

<TABLE>
<CAPTION>
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
TRUCKING & SHIPPING--0.6%
48,000 Werner Enterprises, Inc.... $ 984,000
------------
Total common stocks
(cost $114,855,513)...... 154,711,391
------------
SHORT-TERM INVESTMENTS--5.9%
PRINCIPAL
AMOUNT
(000) U.S. GOVERNMENT
- ---------- SECURITIES--4.2%

United States Treasury
Bills
$ 151 4.97%, 3/5/98............ 149,687
43 5.00%, 3/5/98............ 42,624
450 5.02%, 3/5/98............ 446,047
439 5.025%, 3/5/98........... 435,139
75 5.03%, 3/5/98............ 74,340
295 5.04%, 3/5/98............ 292,398
352 5.05%, 3/5/98............ 348,889
57 5.06%, 3/5/98............ 56,495
298 5.07%, 3/5/98............ 295,356
33 5.09%, 3/5/98............ 32,706
35 5.095%, 3/5/98........... 34,688
25 5.11%, 3/5/98............ 24,776
10 5.125%, 3/5/98........... 9,910
40 5.135%, 3/5/98........... 39,641
56 5.20%, 3/5/98............ 55,490
1,816 5.12%, 5/14/98........... 1,781,649
775 5.13%, 5/14/98........... 760,312
962 5.15%, 5/14/98........... 943,697
6 5.16%, 5/14/98........... 5,886
120 5.17%, 5/14/98........... 117,708
187 5.185%, 5/14/98.......... 183,418
159 5.20%, 5/14/98........... 155,945
45 5.23%, 5/14/98........... 44,130
85 5.235%, 5/14/98.......... 83,356
50 5.28%, 5/14/98........... 49,025
190 5.30%, 5/14/98........... 186,306
190 5.34462%, 5/14/98........ 186,385
------------
Total U.S. Government
Securities
(cost $6,836,003)........ 6,836,003
------------

OTHER--1.7%
2,778 Seven Seas Money Market
Fund 5.42%, 1/2/98
(cost $2,777,685)........ 2,777,685
------------
Total short-term
investments
(cost $9,613,688)........ 9,613,688
------------
TOTAL INVESTMENTS--100.6%
(cost $124,469,201; Note
4)....................... 164,325,079
Liabilities in excess of
other assets--(0.6%)..... (910,910)
------------
NET ASSETS--100%........... $163,414,169
============
</TABLE>
- ---------------
* Non-income producing security.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-67

<PAGE> 152

THE TARGET PORTFOLIO TRUST
INTERNATIONAL EQUITY PORTFOLIO
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
US$
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
LONG-TERM INVESTMENTS--95.5%

COMMON STOCKS--94.6%

AUSTRALIA--1.2%
444,000 Westpac Banking Corp....... $ 2,840,524
------------

DENMARK--1.2%
37,800 Unidanmark A.S............. 2,774,909
------------

FINLAND--0.9%
222,600 Merita Bank, Ltd........... 1,216,940
50,280 UPM Kymmene Oy*............ 1,005,425
------------
2,222,365
------------

FRANCE--12.8%
27,830 Alcatel Alsthom Generale
d'Electricite............ 3,537,418
53,970 Axa-UAP.................... 4,176,095
61,060 Banque Nationale de
Paris.................... 3,245,509
18,420 Cie De St. Gobain.......... 2,616,781
37,220 Eaux Cie Generale.......... 5,194,783
15,180 Havas...................... 1,092,123
115,277 Rhone Poulenc S.A.......... 5,163,858
45,600 Societe Nationale Elf
Aquitaine................ 5,303,647
------------
30,330,214
------------

GERMANY--11.0%
52,200 Daimler-Benz A.G........... 3,661,936
36,050 Deutsche Bank A.G.......... 2,545,012
61,750 Dresdner Bank A.G.......... 2,849,023
108,800 Hoechst A.G................ 3,810,223
5,730 Mannesmann A.G. (ADR)...... 2,896,800
89,400 Metallgesellschaft A.G..... 1,634,987
60,780 Metro A.G.................. 2,179,221
9,360 Thyssen A.G................ 2,003,169
8,620 Viag A.G................... 4,643,142
------------
26,223,513
------------

HONG KONG--2.3%
109,335 HSBC Holdings PLC......... 2,694,927
233,500 Swire-Pacific, Ltd. 'A'... 1,280,649
680,000 Wharf Holdings, Ltd....... 1,491,805
-----------
5,467,381
-----------

ITALY--4.7%
609,600 Credito Italiano.......... 1,879,801
634,000 Eni Spa................... 3,594,698
467,680 Fiat Spa.................. 1,360,211
1,010,100 Telecom Italia Spa........ 4,453,804
-----------
11,288,514
-----------

JAPAN--20.3%
115,000 Honda Motor Co., Ltd...... 4,218,810
51,000 Ito Yokado Co., Ltd....... 2,597,457
421 Japan Tobacco, Inc........ 2,985,724
294,000 Matsushita Electric
Industrial Co., Ltd..... 4,300,681
525,000 Mitsubishi Heavy Inds.,
Ltd..................... 2,187,332
141,000 Mitsui Marine & Fire
Insurance Co., Ltd...... 719,200
35,900 Nintendo Co., Ltd......... 3,519,338
552 Nippon Telegraph &
Telephone Corp.......... 4,734,931
98,000 Omron Corp................ 1,531,133
58,600 Orix Corp................. 4,084,093
41,240 Promise Co., Ltd.......... 2,286,724
417,000 Ricoh Corp., Ltd.......... 5,173,776
326,000 Sekisui Chemical Corp.,
Ltd..................... 1,655,342
60,500 Sony Corp................. 5,374,895
537,000 Sumitomo Trust & Banking
Co., Ltd................ 2,788,435
-----------
48,157,871
-----------

KOREA--0.0%
1 Samsung Electronics Co.,
Ltd. (GDR).............. 7
-----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-68

<PAGE> 153

<TABLE>
<CAPTION>
US$
VALUE
SHARES DESCRIPTION (NOTE 1)
------ ----------- --------
<C> <S> <C>
MALAYSIA--0.2%
182,000 Genting Berhad............. $ 456,228
------------
NETHERLANDS--3.1%
12,400 Heineken N.V............... 2,158,755
45,450 Philips Electronics N.V.... 2,725,678
44,800 Royal Dutch Petroleum Co... 2,427,600
------------
7,312,033
------------
SPAIN--1.6%
135,800 Telefonica de Espana S.A. . 3,877,453
------------
SWEDEN--3.7%
131,733 Astra AB, Series B......... 2,214,934
31,200 Electrolux AB, Series B.... 2,165,166
205,900 Nordbanken Holding AB...... 1,164,361
95,700 Svenska Handelsbanken,
Series A................. 3,308,562
------------
8,853,023
------------

SWITZERLAND--9.2%
25,210 Credit Suisse Group........ 3,899,165
2,630 Holderbank Financiere
Glarus A.G............... 2,145,470
1,895 Nestle S.A................. 2,838,869
2,771 Novartis A.G.*............. 4,494,436
1,730 SMH AG Swiss Corp.......... 954,271
1,536 Societe Generale
Surveillance
Holding S.A.............. 2,943,334
9,520 Zurich
Versicherungesellschaft... 4,534,574
------------
21,810,119
------------

UNITED KINGDOM--22.4%
406,000 B.A.T Industries PLC....... 3,702,379
248,557 British Aerospace PLC...... 7,083,222
194,600 British Petroleum Co.
PLC...................... 2,574,272
777,900 BTR PLC.................... 2,350,970
385,606 Cadbury Schweppes PLC...... 3,891,857
436,111 Diageo PLC................. 3,989,860
206,740 EMI Group PLC.............. 1,725,018
334,600 General Electric Co. PLC... 2,168,095
185,500 Granada Group PLC.......... 2,833,559
1,036,900 Lucas Varity PLC........... 3,661,683

448,000 Mirror Group Newspapers
PLC..................... 1,434,888
437,400 National Power PLC........ 4,310,577
270,600 National Westminster Bank
PLC..................... 4,497,940
232,400 Prudential Corp. PLC...... 2,830,011
367,350 Rank Group PLC............ 2,045,432
490,400 Unilever PLC.............. 4,218,309
-----------
53,318,072
-----------
Total common stocks
(cost $188,185,362)..... 224,932,226
-----------

PREFERRED STOCKS--0.9%

ITALY--0.9%
1,470,440 Fiat Spa
(cost $3,477,102)....... 2,244,312
-----------
Total long-term
investments
(cost $191,662,464)..... 227,176,538
-----------

SHORT-TERM INVESTMENTS--4.2%
PRINCIPAL
AMOUNT
(000) U.S. GOVERNMENT
- ---------- SECURITIES--4.2%

United States Treasury
Bills
$ 10,255 4.98%, 5/14/98
(cost $10,057,928)...... 10,059,273
-----------
TOTAL INVESTMENTS--99.7%
(cost $201,720,392; Note
4)...................... 237,235,811
Other assets in excess of
liabilities--0.3%....... 615,087
------------
NET ASSETS--100%.......... $237,850,898
============
</TABLE>
- ------------------
ADR--American Depository Receipt.
GDR--Global Depository Receipt.
* Non-income producing securities.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-69

<PAGE> 154

THE TARGET PORTFOLIO TRUST
INTERNATIONAL EQUITY PORTFOLIO
Portfolio of Investments December 31, 1997

The industry classification of portfolio holdings and other net assets shown as
a percentage of net assets as of December 31, 1997 was as follows:

<TABLE>
<S> <C>
Banking........................................ 15.9%
Telecommunications............................. 5.5
Insurance...................................... 5.2
Automobiles.................................... 4.8
Conglomerate................................... 4.4
Food & Beverage................................ 4.3
U.S Government Securities...................... 4.2
Utilities...................................... 4.0
Energy......................................... 3.7
Electrical Equipment........................... 3.6
Consumer Durable Goods......................... 3.2
Retail......................................... 3.1
Aerospace/Defense.............................. 3.0
Chemicals...................................... 2.9
Pharmaceuticals................................ 2.8
Tobacco........................................ 2.8
Diversified Industries......................... 2.7
Manufacturing.................................. 2.6
Office Equipment & Supplies.................... 2.2
Intergrated Oil................................ 2.1
Leasing........................................ 1.7
Steel.......................................... 1.6
Automotive Parts............................... 1.5
Oil & Gas Services............................. 1.5
Software....................................... 1.5
Business & Public Services..................... 1.2
Industrials.................................... 1.2
Consumer Goods................................. 1.2
Electronics.................................... 1.1
Financial Services............................. 1.0
Recreation..................................... 0.9
Miscellaneous.................................. 2.3
-----
99.7
Other assets in excess of liabilities.......... 0.3
-----
100.0%
=====
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-70

<PAGE> 155

INTERNATIONAL BOND PORTFOLIO
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
PRINCIPAL US$
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
----- ----------- --------
<C> <S> <C>
LONG-TERM INVESTMENTS--96.0%

AUSTRALIA--2.8%
Queensland Treasury Corp.,
A$ 1,250 8.00%, 8/14/01.......... $ 872,937
----------

CANADA--9.5%
Canadian Gov't. Bonds,
C$ 1,300 7.50%, 12/1/03.......... 1,000,665
1,000 8.75%, 12/1/05.......... 839,648
Deutsche Fin(Neth),
1,500 7.00%, 1/7/04........... 1,105,280
----------
2,945,593
----------

DENMARK--3.1%
Danish Gov't. Bonds,
DKr 2,500 8.00%, 11/15/01......... 403,063
3,500 7.00%, 12/15/04......... 557,240
----------
960,303
----------

GERMANY--29.7%
Abbey National Treasury,
DM 2,500 5.625%, 9/30/02......... 1,416,799
Austrian Gov't. Bonds,
2,500 7.25%, 5/3/07........... 1,568,971
Deutsche Pfandbriefe
Hypobk,
2,500 5.625%, 2/7/03.......... 1,406,376
DSL Finance NV,
2,000 5.75%, 3/19/09.......... 1,083,965
Finland Gov't. Bonds,
2,500 5.50%, 2/9/01........... 1,443,898
German Gov't. Bonds,
4,000 6.00%, 1/5/06........... 2,322,466
----------
9,242,475
----------

ITALY--8.0%
Italian Gov't. Bonds,
L 500,000 10.50%, 7/15/00.......... 318,683
3,000,000 12.00%, 1/1/03........... 2,185,981
----------
2,504,664
----------

JAPAN--14.4%
Asian Dev. Bank,
Yen 100,000 3.125%, 6/29/05......... 835,184
Federal National Mortgage
Assn.,
140,000 2.00%, 12/20/99......... 1,099,563
Japan Dev. Bank,
130,000 5.00%, 10/1/99.......... 1,070,307
Japanese Gov't. Bonds,
50,700 2.50%, 6/20/07.......... 408,567
Kingdom of Belgium,
130,000 5.00%, 12/17/99......... 1,079,268
----------
4,492,889
----------

NETHERLANDS--7.3%
Dutch Gov't. Bonds,
NLG 2,000 9.00%, 5/15/00.......... 1,085,493
2,000 7.50%, 1/15/23.......... 1,195,473
----------
2,280,966
----------

NEW ZEALAND--6.0%
New Zealand Gov't. Bonds,
NZ$ 700 6.50%, 2/15/00.......... 397,716
1,600 10.00%, 3/15/02......... 1,016,834
750 8.00%, 11/15/06......... 461,835
----------
1,876,385
----------

SPAIN--3.9%
Spanish Gov't. Bonds,
Pts 160,000 5.00%, 1/31/01.......... 1,056,515
25,000 5.25%, 1/31/03.......... 164,916
----------
1,221,431
----------

SWEDEN--3.0%
Toyota Motor Credit,
SEK 7,000 7.50%, 8/6/01............. 926,806
----------

UNITED KINGDOM--8.3%
Pound European Investment Bank,
Sterling Bonds,
200 8.00%, 6/10/03.......... 344,596
Treasury Corp. Victoria,
800 8.75%, 7/9/03........... 1,423,062
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-71

<PAGE> 156

THE TARGET PORTFOLIO TRUST
INTERNATIONAL BOND PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
PRINCIPAL US$
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
----- ----------- --------
<C> <S> <C>
UNITED KINGDOM--(CONT'D.)

Pound United Kingdom Treasury
Sterling Bonds,
500 7.00%, 11/6/01.......... $ 831,259
----------
2,598,917
----------
Total long-term
investments
(cost $30,489,530)...... 29,923,366
----------

SHORT-TERM INVESTMENTS--0.5%

REPURCHASE AGREEMENTS--0.5%
US$ 160 State Street Bank & Trust
Co., 2.00%, due 1/2/98
in the amount of
$160,018 (cost $160,000;
value of collateral
including accrued
interest is $164,550)... 160,000
----------

TOTAL INVESTMENTS--96.5%
(cost $30,649,530; Note
4)...................... 30,083,366
Other assets in excess of
liabilities--3.5%....... 1,105,229
-----------
Net Assets--100%.......... $31,188,595
===========
</TABLE>
- ------------------
Portfolio securities are classified according to the securities currency
denomination.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-72

<PAGE> 157

TOTAL RETURN BOND PORTFOLIO
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
MOODY'S PRINCIPAL
RATING AMOUNT VALUE
(UNAUDITED) (000) DESCRIPTION (NOTE 1)
- ----------- ----- ----------- --------
<S> <C> <C> <C>
LONG-TERM
INVESTMENTS--89.1%

CORPORATE BONDS--14.9%

AIRLINES--2.6%
United Airlines, Inc.,
Baa1 $ 1,000 10.85%, 2/19/15..... $ 1,331,980
------------

BANKING--1.0%
Kansallis Osake Pankki,
(Finland),
A3 500 8.651%, 12/29/49.... 511,630
------------

ENERGY--2.2%
California Energy Co.,
Inc.,
Ba1 1,000 9.875%, 6/30/03..... 1,084,570
------------

FINANCIAL
SERVICES--2.1%
Heller Financial,
Inc.,
A2 800 6.25%, 1/15/99...... 799,395
PaineWebber Group,
Inc.,
Baa1 250 6.75%, 2/1/06....... 249,315
------------
1,048,710
------------

INDUSTRIALS--2.0%
TCI Communications,
Inc.,
Ba1 1,000 7.25%, 6/15/99...... 1,011,470
------------

TOBACCO--2.0%
RJR Nabisco, Inc.,
Baa3 1,000 8.00%, 7/15/01...... 1,032,990
------------
UTILITIES--3.0%
El Paso Electric Co.,
Ba3 500 7.25%, 2/1/99....... 502,345
Niagara Mohawk Power
Corp.,
Ba3 1,000 6.875%, 3/1/01...... 1,007,100
------------
1,509,445
------------
Total corporate bonds
(cost $7,402,446)... 7,530,795
------------

U.S. GOVERNMENT AGENCY
MORTGAGE BACKED
SECURITIES--52.0%
Federal Home Loan
Mortgage Corp.,
6.50%, 9/15/18 -
$ 4,720 5/15/21............. 3,190,005
3,500 7.00%, 1/1/99....... 3,530,625
1,048 7.945%, 1/1/24...... 1,095,049
23 9.25%, 1/1/10....... 24,115
Federal National
Mortgage Assn.,
1,145 6.671%, 3/1/26...... 1,165,760
1,986 7.178%, 1/1/20...... 2,044,541
11 8.50%, 4/1/99....... 11,467
Government National
Mortgage Assn.,
6.50%, 2/20/26 -
4,181 7/20/27............. 4,272,953
7.00%, 2/20/17 -
3,793 9/20/25............. 3,888,297
525 7.375%, 6/20/23..... 541,159
5,825 7.50%, 12/15/99..... 5,966,955
Resolution Trust
Corp.,
180 6.95%, 6/25/23...... 180,376
115 8.35%, 6/25/29...... 116,439
198 9.25%, 6/25/23...... 199,506
------------
Total U.S. Gov't.
agency mortgage
backed securities
(cost $25,946,150).. 26,227,247
------------

FOREIGN
SECURITIES--6.6%
Petroleas Mexicano
(Mexico),
Ba2 1,000++ 6.71875%, 3/8/99.... 990,000
Bundesrepublik Deut
(Germany)
Aaa DM3,900 6.50%, 7/4/27....... 2,338,807
------------
Total foreign
securities
(cost $3,271,742)... 3,328,807
============

COLLATERALIZED MORTGAGE
OBLIGATIONS--3.1%
American Housing Trust
1, Senior Mortgage Pass
Through Certificate,
Series 1-5 Class A,
Aaa $ 20 8.625%, 8/25/18..... 20,483
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-73

<PAGE> 158

THE TARGET PORTFOLIO TRUST
TOTAL RETURN BOND PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
MOODY'S PRINCIPAL
RATING AMOUNT VALUE
(UNAUDITED) (000) DESCRIPTION (NOTE 1)
- ----------- ----- ----------- --------
<S> <C> <C> <C>
COLLATERALIZED MORTGAGE
OBLIGATIONS (CONT'D.)
Champion Home Loan
Equity, Series 1995,
Class A2-3,
Aaa $ 1,009 ++ 8.57%, 2/25/28...... $ 1,027,549
Countrywide
Collateralized
Mortgage Obligation,
Aa1 274 ++ 8.16%, 11/25/24..... 280,750
PaineWebber Mortgage
Acceptance Corp.,
Aaa 138 7.00%, 10/25/23..... 138,471
Sears Savings Bank,
Series 1992A Class A
Aaa 67 ++ 8.66%, 5/25/32...... 67,266
------------
Total collateralized
mortgage
obligations
(cost $1,536,886)... 1,534,519
------------
U.S. GOVERNMENT
SECURITIES--12.5%
United States Treasury
Notes,
706 3.625%, 7/15/02..... 702,727
United States Treasury
Bonds,
200 6.00%, 2/15/26...... 199,750
3,700 6.50%, 11/15/26..... 3,949,750
1,300 6.75%, 8/15/26...... 1,431,222
------------
Total U.S. Government
Securities
(cost $5,859,520)... 6,283,449
------------
Total long-term
investments
(cost
$44,016,744)........ 44,904,817
------------

SHORT-TERM
INVESTMENTS--34.1%

CORPORATE BONDS--30.4%

BANKING--2.0%
Advanta National Bank,
Baa3 1,000 5.98%, 2/10/98...... 999,060
------------

COMMUNICATIONS--2.7%
BellSouth
Telecommunications,
Inc.,
P1 1,400 5.73%, 2/20/98...... 1,388,858
------------

FINANCIAL
SERVICES--14.2%
Du Pont (E.I.) De
Nemours & Co.,
P1 400 5.74%, 2/13/98...... 397,258
P1 200 5.83%, 1/28/98...... 199,125
Ford Motor Credit
Corp.,
P1 2,000 5.54%, 1/7/98....... 1,998,153
General Electric
Capital Corp.,
P1 600 5.63%, 1/23/98...... 597,936
General Motors
Acceptance Corp.,
P1 300 5.79%, 1/21/98...... 299,035
IBM Credit Corp.,
P1 1,600 5.60%, 1/15/98...... 1,596,516
KFW International
Finance, Inc.,
P1 400 5.73%, 2/2/98....... 397,963
New Center Asset
Trust,
P1 1,700 5.72%, 1/23/98...... 1,694,057
------------
7,180,043
------------

MISCELLANEOUS--0.9%
PDV America, Inc.,
Baa3 450 7.25%, 8/1/98....... 452,241
------------

TELECOMMUNICATION
SERVICES--4.0%
AT&T Corp.,
Baa3 2,000 5.955%, 1/23/98..... 2,000,080
------------
Total corporate bonds
(cost $12,023,006).. 12,020,282
------------

FOREIGN SECURITIES--9.0%
Banco Latinoamericano
De Expor,
Baa2 300 5.90%, 3/31/98...... 299,550
Baa2 3,000 5.95%, 2/27/98...... 2,997,300
Caisse D
Amortissement,
P1 500 5.75%, 1/5/98....... 499,680
Canadian Government
Treasury Bills,
P1 300 5.69%, 2/9/98....... 298,151
P1 500 5.77%, 1/8/98....... 499,439
------------
Total foreign
securities
(cost $4,594,120)... 4,594,120
------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-74

<PAGE> 159

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
----- ----------- --------
<S> <C> <C> <C>
U.S. GOVERNMENT
SECURITIES--0.4%
United States Treasury
Bills,
$ 120 + 5.02%, 2/5/98....... $ 119,415
35 + 5.085%, 2/5/98...... 34,827
15 + 5.13%, 2/5/98....... 14,925
30 + 5.19%, 3/12/98...... 29,697
------------
198,864
------------
Total U.S. Government
Securities
(cost $198,864)..... 198,864
------------

REPURCHASE AGREEMENT--0.8%
393 State Street Bank &
Trust Co., 2.00%, due
1/2/98 in the amount of
$393,044 (cost
$393,000; value of
collateral including
accrued interest is
$400,941)........... 393,000
------------
Total short-term
investments
(cost $17,208,990).. 17,206,266
------------

TOTAL INVESTMENTS--123.2%
(cost $61,225,734;
Note 4)............. 62,111,083
Liabilities in excess
of other
assets--(23.2%)..... (11,700,301)
------------
NET ASSETS--100%...... $ 50,410,782
============
</TABLE>
- ---------------
+ Pledged as initial margin on financial futures contracts.
++ Rate shown reflects current rate on variable rate instrument.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-75

<PAGE> 160

THE TARGET PORTFOLIO TRUST
INTERMEDIATE-TERM BOND PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
MOODY'S PRINCIPAL
RATING AMOUNT VALUE
(UNAUDITED) (000) DESCRIPTION (NOTE 1)
- ----------- ----- ----------- --------
<S> <C> <C> <C>
LONG-TERM
INVESTMENTS--68.3%

CORPORATE BONDS--16.1%

AIRLINES--2.1%
United Airlines,
Inc.,
Baa1 $ 1,500 10.85%, 2/19/15..... $ 1,997,970
------------

FINANCIAL
SERVICES--1.6%
Heller Financial,
Inc.,
A2 1,500 6.25%, 1/15/99...... 1,498,866
------------

INDUSTRIALS--2.7%
TCI Communications,
Inc.,
Ba1 2,500 6.82%, 9/15/10...... 2,508,175
------------

TOBACCO--2.0%
RJR Nabisco, Inc.,
Baa3 1,250 8.00%, 7/15/01...... 1,291,237
Baa3 600 8.625%, 12/1/02..... 638,754
------------
1,929,991
------------

UTILITIES--7.7%
California Energy
Co., Inc.,
Ba2 2,000 9.875%, 6/30/03..... 2,169,140
Long Island Lighting
Co.,
Ba3 1,535 7.30%, 7/15/99...... 1,555,339
Niagara Mohawk Power
Corp.,
Ba3 2,000 6.875%, 3/1/01...... 2,014,200
Texas-New Mexico
Power Company,
Ba3 1,500 12.50%, 1/15/99..... 1,584,270
------------
7,322,949
------------
Total corporate bonds
(cost $15,034,794). 15,257,951
------------

U.S. GOVERNMENT
AGENCY MORTGAGE
BACKED SECURITIES
--34.8%
Federal Home Loan
Mortgage Corp.,
154 6.00%, 4/1/24....... 149,156
6.50%, 9/15/18-
2,849 12/15/21 I/O....... 372,643
8,300 7.00%, 1/1/99....... 8,372,625
115 9.25%, 1/1/10....... 121,780
Federal National
Mortgage Assn.,
188 6.19%, 12/1/30...... 188,287
2,289 6.671%, 3/1/26...... 2,331,520
1,060++ 6.75%, 8/1/24....... 1,078,761
1,641++ 7.765%, 8/1/25...... 1,715,658
25 8.50%, 7/1/99....... 24,844
36 8.50%, 4/1/99....... 35,984
Government National
Mortgage Assn.,
2,176++ 6.50%, 2/20/26...... 2,229,626
1,262++ 6.875%, 10/20/24.... 1,298,570
1,290++ 7.00%, 1/20/24...... 1,327,086
7.375%, 5/20/23 -
2,771++ 6/20/23............ 2,851,697
9,475 7.50%, 12/15/99..... 9,705,906
Resolution Trust
Corp.,
Aa2 284++ 6.95%, 6/25/23...... 285,000
AAA## 577 8.35%, 6/25/29...... 582,196
Baa2 395 9.25%, 6/25/23...... 399,016
------------
Total U.S. Government
agency mortgage
backed securities
(cost
$32,732,499)....... 33,070,355
------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-76

<PAGE> 161

<TABLE>
<CAPTION>
MOODY'S PRINCIPAL
RATING AMOUNT VALUE
(UNAUDITED) (000) DESCRIPTION (NOTE 1)
- ----------- ----- ----------- --------
<S> <C> <C> <C>
COLLATERALIZED
MORTGAGE
OBLIGATIONS--11.0%
Champion Home Loan
Equity, Series
1995,
Class A2-3,
AAA## $ 1,513 8.57%, 2/25/28...... $ 1,541,322
Countrywide
Collateralized
Mortgage
Obligation,
Aaa 628 6.75%, 2/25/24...... 626,679
Aa1 274 8.16%, 11/25/24..... 280,750
Federal National
Mortgage
Association
Guaranteed
Certificate, Remic
Trust 1997-1, Class
A,
2,508 6.50%, 2/18/04...... 2,527,463
Government National
Mortgage Assn.,
Remic Trust 1995-2,
Class Kq,
3,000 8.50%, 3/20/25...... 3,320,610
PaineWebber Mortgage
Acceptance Corp.,
Aaa 277 7.00%, 10/25/23..... 276,942
Residential Asset
Securities Corp.,
Series 1996 Ks4,
Class A2,
Aaa 1,730 5.9875%, 10/25/27... 1,732,410
Sears Savings Bank,
Series 1992-A,
Class A,
Aaa 192 8.66%, 5/25/32...... 193,912
------------
Total collateralized
mortgage obligations
(cost $10,331,416).. 10,500,088
------------

U.S. GOVERNMENT
SECURITIES--1.5%
United States
Treasury Notes,
1,413 3.625%, 7/15/02
(cost $1,405,994).. 1,405,453
------------

FOREIGN GOVERNMENT
OBLIGATION--4.9%
Deutschland Republic,
Series 1997,
Aaa DM 7,800 6.50%, 7/4/27
(cost $4,649,094).. 4,677,615
------------
Total long-term
investments
(cost
$64,153,797)....... 64,911,462
------------

SHORT-TERM
INVESTMENTS--49.3%

COLLATERALIZED
MORTGAGE
OBLIGATION--4.7%
New Center Asset
Trust,
P1 US$4,500 5.71%, 1/20/98
(cost $4,486,439).. 4,485,774
------------

CORPORATE BONDS--18.9%
A T & T Capital
Corp.,
Baa3 4,000 6.38%, 8/28/98...... 4,010,400
Baa3 4,000 5.955%, 1/23/98..... 4,000,160
Advanta National
Bank,
Baa3 4,000 5.98%, 2/10/98...... 3,996,240
Paine Webber Group,
Inc.,
Baa1 2,000 6.07%, 3/6/98....... 2,000,600
PDV America, Inc.,
Baa3 1,950 7.25%, 8/1/98....... 1,959,711
Salomon, Inc.,
A2 2,000 6.47%, 3/19/98...... 2,001,860
------------
Total corporate bonds
(cost $17,954,678). 17,968,971
------------

CORPORATE NOTES--22.2%
BellSouth
Telecommunications,
Inc.,
P1 500 5.78%, 1/29/98...... 497,752
Caisse
D'Amortissement,
P1 600 5.72%, 2/5/98....... 596,663
P1 1,800 5.75%, 1/5/98....... 1,798,850
Canadian Wheat Board,
P1 1,800 5.77%, 1/13/98...... 1,796,538
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-77

<PAGE> 162

THE TARGET PORTFOLIO TRUST
INTERMEDIATE-TERM BOND PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
MOODY'S PRINCIPAL
RATING AMOUNT VALUE
(UNAUDITED) (000) DESCRIPTION (NOTE 1)
- ----------- ----- ----------- --------
<S> <C> <C> <C>
CORPORATE NOTES
--(CONT'D.)
Du Pont (E. I.) De
Nemours & Co.,
P1 $ 600 5.74%, 2/13/98...... $ 595,886
First USA Bank,
Aa2 5,000 6.16%, 3/31/98...... 5,000,700
Ford Motor Credit
Corp.,
P1 4,000 5.54%, 1/7/98....... 3,996,085
General Electric
Capital Corp.,
P1 2,100 5.55%, 1/21/98...... 2,093,094
P1 1,200 5.89%, 1/22/98...... 1,195,877
International
Business
Machines Corp.,
P1 200 5.82%, 1/16/98...... 199,515
KFW International
Finance Inc.,
P1 3,300 5.60%, 1/9/98....... 3,295,893
------------
Total corporate notes
(cost
$21,066,348)....... 21,066,853
------------

FOREIGN GOVERNMENT
OBLIGATION--2.2%
Canadian Government
Treasury Bills,
A1 2,100 5.72%, 1/30/98
(cost $2,090,324).... 2,090,324
------------

U.S. GOVERNMENT
SECURITIES--0.3%
United States
Treasury Bills,
70 + 5.02%, 2/5/98....... 69,642
55 + 5.085%, 2/5/98...... 54,718
25 + 5.13%, 2/5/98....... 24,872
10 + 5.16%, 2/5/98....... 9,949
20 + 5.175%, 4/16/98..... 19,697
140 + 5.19%, 3/12/98...... 138,606
------------
Total U.S. Government
securities
(cost $317,497).... 317,484
------------

REPURCHASE
AGREEMENT--1.0%
State Street Bank &
Trust Co.,

925 2.00%, due 1/2/98 in
the amount of
$925,103 (cost
$925,000; value of
collateral including
accrued interest is
$974,186)........... 925,000
------------
Total short-term
investments
(cost
$46,840,286)........ 46,854,406
------------

TOTAL INVESTMENTS
--117.6%
(cost $110,994,083;
Note 4)............. 111,765,868
Liabilities in excess
of other
assets--(17.6%)..... (16,695,090)
------------
NET ASSETS--100%...... $ 95,070,778
============
</TABLE>
- ---------------
I/O--Interest Only Security.
## Standard & Poor's Rating.
+ Pledged as initial margin on futures contracts.
++ Rate shown reflects current rate on variable rate instrument.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-78

<PAGE> 163

MORTGAGE BACKED SECURITIES PORTFOLIO
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
----- ----------- --------
<C> <S> <C>
LONG-TERM INVESTMENTS--97.8%

COLLATERALIZED MORTGAGE
OBLIGATIONS--30.5%
Federal Home Loan Mortgage
Corp.,
$ 850 4.25%, 12/15/21, PAC.... $ 728,339
374 5.25%, 12/15/22, PAC.... 358,151
221 5.50%, 8/15/21, PAC..... 206,841
350 5.80%, 8/15/19, PAC..... 338,734
100 5.95%, 6/15/19, PAC..... 99,218
160 6.00%, 5/15/22.......... 158,499
3,011 6.00%, 5/15/08 - 5/15/23,
PAC..................... 2,930,630
500 6.50%, 8/15/06, PAC..... 502,655
110 7.00%, 3/15/23, PAC..... 114,606
6,618 7.50%, 6/15/22, PAC I/O. 850,971
500 8.00%, 12/15/06, PAC.... 541,715
1,421 8.00%, 8/15/04 -
7/15/21................. 1,496,015
188 9.00%, 10/15/20......... 199,935
34 10.00%, 6/15/19, PAC.... 34,488
Federal National Mortgage
Assn.,
1,216 5.00%, 3/25/21.......... 1,114,168
1,532 5.941%, 1/25/09......... 1,522,967
350 6.00%, 4/25/08, PAC..... 345,849
573 6.00%, 10/25/21 -
10/25/22................ 539,336
800 6.25%, 1/25/09, PAC..... 792,000
2,595 6.50%, 2/25/06 - 12/25/23,
PAC..................... 2,573,982
361 6.50%, 12/25/19 -
4/25/22................. 351,472
3,769 7.00%, 9/25/19, PAC I/O. 353,624
954 7.385%, 3/25/21......... 988,065
380 7.50%, 5/25/07.......... 402,884
300 8.00%, 8/25/06, PAC..... 310,311
189 8.00%, 12/25/21......... 207,631
600 8.50%, 7/25/18 - 2/25/20,
PAC..................... 636,351
582 8.50%, 6/25/21.......... 612,746
First Boston Mortgage
Securities,
1,098 Zero Coupon, 4/25/17,
P/O..................... 854,848
1,098 8.985%, 4/25/17, I/O.... 288,831
First Union-Lehman
Brothers
Commerical Mortgage,
1,000 6.60%, 11/18/29......... 1,005,937
Salomon Brothers Mortgage
Securities,
419 6.00%, 12/25/11......... 412,889
----------
Total collateralized
mortgage
obligations
(cost $21,853,483)...... 21,874,688
----------

U.S. GOVERNMENT AGENCY
MORTGAGE
PASS-THROUGH
OBLIGATIONS--65.4%
Federal Home Loan Mortgage
Corp.,
485 6.50%, 2/01/04........... 486,517
6,458 7.00%, 2/01/99 -
12/01/25................. 6,583,182
22 7.25%, 7/01/06........... 22,749
239 7.50%, 3/01/08........... 245,631
119 8.25%, 12/01/05 -
5/01/08.................. 125,155
429 8.50%, 6/01/03 - 7/01/21. 451,647
145 8.75%, 12/01/08.......... 152,893
1,450 9.00%, 1/01/02 - 3/01/11. 1,525,296
39 10.00%, 1/01/04.......... 41,124
49 10.50%, 11/01/19......... 54,298
66 11.50%, 3/01/16.......... 74,556
44 12.75%, 11/01/13......... 50,858
27 13.25%, 5/01/13.......... 31,170
44 14.00%, 6/01/11.......... 53,371
Federal National Mortgage
Assn.,
796 7.00%, 12/01/00 -
7/01/25.................. 802,088
423 7.50%, 2/01/20........... 438,972
206 7.75%, 10/01/19.......... 214,713
17 8.00%, 3/01/07 - 6/01/07. 17,814
207 8.50%, 6/01/10........... 215,914
275 9.75%, 1/01/11........... 293,677
Government National
Mortgage Assn.,
725 6.50%, 9/15/23........... 719,374
13,277 7.00%, 5/15/17 - 9/15/22. 13,431,174
8,514 7.50%, 8/15/11 -
12/20/23................. 8,761,401
3,049 8.00%, 1/15/08 - 8/15/22. 3,181,151
1,341 8.25%, 6/20/17 - 7/20/17. 1,439,997
890 8.50%, 3/15/05 -
11/15/21................. 945,820
4,279 9.00%, 5/20/05 - 1/15/20. 4,612,861
1,413 9.50%, 9/15/02 - 1/15/21. 1,529,266
1 13.00%, 2/15/11.......... 1,128
108 13.50%, 6/15/10 -
10/15/12................. 130,977
100 14.00%, 6/15/11 -
4/15/12.................. 120,956
48 16.00%, 4/15/12 -
5/15/12.................. 58,679
----------
Total U.S. Government
agency
mortgage pass-through
obligations
(cost $44,430,901)....... 46,814,409
----------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-79

<PAGE> 164

THE TARGET PORTFOLIO TRUST
MORTGAGE BACKED SECURITIES PORTFOLIO (CONT'D)
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
----- ----------- --------
<S> <C> <C>
U.S. GOVERNMENT
SECURITIES--1.9%
United States Treasury
Bonds,
$ 1,000 8.75%, 5/15/17
(cost $1,302,309)........ $ 1,311,090
------------
Total long-term investments
(cost $67,586,693)....... 70,000,187
------------

SHORT-TERM INVESTMENTS--1.8%

REPURCHASE AGREEMENT--1.8%
1,304 PaineWebber Inc.,
6.60%, due 1/2/98 in the
amount of $1,304,478
(cost $1,304,000; the
value of the collateral
including accrued inter-
est is $1,339,494)....... 1,304,000
------------

U.S. GOVERNMENT AGENCY
MORTGAGE PASS-THROUGH
OBLIGATIONS
Federal Home Loan Mortgage
Corp.
2 6.50%, 1/01/98........... 1,569
------------
Total short-term
investments
(cost $1,305,599)........ 1,305,569
------------
TOTAL INVESTMENTS--99.6%
(cost $68,892,292; Note
4)....................... 71,305,756
Other assets in excess of
liabilities--0.4%........ 289,751
------------
NET ASSETS--100%........... $ 71,595,507
============
</TABLE>
- ---------------
I/O--Interest Only Security.
PAC--Planned Amortization Class.
P/O--Principal Only.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-80

<PAGE> 165

U.S. GOVERNMENT MONEY MARKET PORTFOLIO
Portfolio of Investments December 31, 1997

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
(000) DESCRIPTION (NOTE 1)
----- ----------- --------
<C> <S> <C>
FEDERAL FARM CREDIT
BANK--4.7%
$ 2,000 5.70%, 11/3/98........... $ 1,998,872
------------

FEDERAL HOME LOAN
BANK--21.2%
5,000 5.50%, 2/6/98............ 4,972,500

2,000 5.81%, 11/4/98........... 1,999,072

2,000 5.80%, 12/18/98.......... 1,999,806
------------
8,971,378
------------
FEDERAL NATIONAL MORTGAGE
ASSOCIATION--11.8%

5,000 5.52%, 2/19/98........... 4,962,433
------------

STUDENT LOAN MARKETING
ASSOCIATION--4.7%

2,000 5.82%, 9/16/98........... 1,999,378
------------

REPURCHASE AGREEMENTS--83.5%

8,841 Aubrey Lanston, 6.50%, due
1/2/98 in the amount of
$8,844,193 (cost
$8,841,000; value of
collateral including ac-
crued interest -
$9,021,996).............. 8,841,000

8,842 Swiss Bank Corp., 6.55%,
due 1/2/98 in the amount
of $8,845,218 (cost
$8,842,000; value of
collateral including ac-
crued interest -
$9,016,757).............. 8,842,000

8,841 Lehman Brothers Hldgs.,
Inc., 6.57%, due 1/2/98
in the amount of
$8,844,227 (cost
$8,841,000; value of
collateral including
accrued interest -
$9,521,185).............. 8,841,000

8,842 Paribas, 6.75%, due 1/2/98
in the amount of
$8,845,316 (cost
$8,842,000; value of
collateral including
accrued interest -
$9,020,156).............. 8,842,000
----------
35,366,000
----------

TOTAL INVESTMENTS--125.9%

(amortized cost
$53,298,061*)............ 53,298,061

Liabilities in excess of
other assets--(25.9%).... (10,972,529)
----------

NET ASSETS--100%........... $42,325,532
==========
</TABLE>
- ---------------
* Federal income tax basis of portfolio securities is the same as for financial
reporting purposes.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-81

<PAGE> 166
THE TARGET PORTFOLIO TRUST
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 1997

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
LARGE CAPITALIZATION LARGE CAPITALIZATION SMALL CAPITALIZATION SMALL CAPITALIZATION
GROWTH PORTFOLIO VALUE PORTFOLIO GROWTH PORTFOLIO VALUE PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
- ------------------------------------------------------------------------------------------------------------------------------
Investments, at value* $245,691,526 $275,953,582 $168,710,427 $164,325,079
- ------------------------------------------------------------------------------------------------------------------------------
Cash -- 8,754 -- 36,542
- ------------------------------------------------------------------------------------------------------------------------------
Foreign currency, at value
(cost $825,817; $67) -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
Receivable for Fund shares sold 418,150 490,969 215,415 237,814
- ------------------------------------------------------------------------------------------------------------------------------
Receivable for investments sold -- 1,408,733 229,432 557,099
- ------------------------------------------------------------------------------------------------------------------------------
Dividends and interest receivable 85,499 575,792 32,649 130,567
- ------------------------------------------------------------------------------------------------------------------------------
Deferred expenses and other assets 5,280 5,483 3,639 3,151
- ------------------------------------------------------------------------------------------------------------------------------
Due from broker - variation margin -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
Forward currency contracts-net amount
receivable from counterparties -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS 246,200,455 278,443,313 169,191,562 165,290,252

LIABILITIES
- ------------------------------------------------------------------------------------------------------------------------------
Payable for investments purchased 325,634 1,322,800 1,850,185 1,000,337
- ------------------------------------------------------------------------------------------------------------------------------
Payable for Fund shares reacquired 1,694,937 1,836,843 1,259,217 665,896
- ------------------------------------------------------------------------------------------------------------------------------
Accrued expenses and other liabilities 216,395 37,490 113,804 161,516
- ------------------------------------------------------------------------------------------------------------------------------
Dividends payable -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
Withholding taxes payable -- 7,362 -- --
- ------------------------------------------------------------------------------------------------------------------------------
Deferred trustees' fees 7,397 7,397 7,397 7,397
- ------------------------------------------------------------------------------------------------------------------------------
Due to Manager 61,512 138,222 62,823 40,937
- ------------------------------------------------------------------------------------------------------------------------------
Forward currency contracts-net amount
payable to counterparties -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 2,305,875 3,350,114 3,293,426 1,876,083

NET ASSETS $243,894,580 $275,093,199 $165,898,136 $163,414,169
- ------------------------------------------------------------------------------------------------------------------------------
Net assets were comprised of:
Shares of beneficial interest, at par $ 17,954 $ 16,974 $ 10,654 $ 9,336
- ------------------------------------------------------------------------------------------------------------------------------
Paid-in capital in excess of par 180,283,183 181,034,352 128,592,745 121,361,129
- ------------------------------------------------------------------------------------------------------------------------------
180,301,137 181,051,326 128,603,399 121,370,465
Under (over) distribution of net
investment income -- 470,031 -- --
- ------------------------------------------------------------------------------------------------------------------------------
Accumulated net realized gains
(losses) (3,756,273) 4,220,043 3,957,309 2,187,826
- ------------------------------------------------------------------------------------------------------------------------------
Net unrealized
appreciation/depreciation 67,349,716 89,351,799 33,337,428 39,855,878
- ------------------------------------------------------------------------------------------------------------------------------
Net assets, December 31, 1997 $243,894,580 $275,093,199 $165,898,136 $163,414,169
- ------------------------------------------------------------------------------------------------------------------------------
Shares of beneficial interest issued
and outstanding 17,954,643 16,973,575 10,653,620 9,335,840
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, offering price and
redemption price per share $13.58 $16.21 $15.57 $17.50
- ------------------------------------------------------------------------------------------------------------------------------
*Identified cost of investments. $178,341,810 $186,601,783 $135,372,999 $124,469,201
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-82

<PAGE> 167

$237,235,811 $ 30,083,366 $ 62,111,083 $ 111,765,868 $ 71,305,756 $53,298,061
- ------------------------------------------------------------------------------------------------------------------------------
98,964 57 1,936 3,334 15,649 --
- ------------------------------------------------------------------------------------------------------------------------------

811,414 59 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
343,654 95,022 209,526 94,744 124,808 1,901,790
- ------------------------------------------------------------------------------------------------------------------------------
-- -- 2,964,609 -- 3,613,500 --
- ------------------------------------------------------------------------------------------------------------------------------
639,761 947,331 538,401 1,339,288 507,703 75,242
- ------------------------------------------------------------------------------------------------------------------------------
5,455 15,425 1,218 2,143 1,776 25,281
- ------------------------------------------------------------------------------------------------------------------------------
-- -- 33,750 87,126 -- --
- ------------------------------------------------------------------------------------------------------------------------------

-- 140,618 33,189 159,371 -- --
- ------------------------------------------------------------------------------------------------------------------------------
239,135,059 31,281,878 65,893,712 113,451,874 75,569,192 55,300,374
- ------------------------------------------------------------------------------------------------------------------------------
242,521 -- 15,357,484 17,963,828 3,628,969 --
- ------------------------------------------------------------------------------------------------------------------------------
764,526 27,817 45,171 255,862 163,054 12,940,382
- ------------------------------------------------------------------------------------------------------------------------------
95,811 37,798 51,664 42,620 124,454 12,277
- ------------------------------------------------------------------------------------------------------------------------------
-- 8,145 13,785 14,152 22,645 4,357
- ------------------------------------------------------------------------------------------------------------------------------
34,828 357 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
7,397 5,710 7,397 7,397 7,397 7,397
- ------------------------------------------------------------------------------------------------------------------------------
139,078 13,456 7,429 36,201 27,166 10,429
- ------------------------------------------------------------------------------------------------------------------------------
-- -- -- 61,036 -- --
- ------------------------------------------------------------------------------------------------------------------------------
1,284,161 93,283 15,482,930 18,381,096 3,973,685 12,974,842
- ------------------------------------------------------------------------------------------------------------------------------
$237,850,898 $31,188,595 $50,410,782 $95,070,778 $71,595,507 $42,325,532
- ------------------------------------------------------------------------------------------------------------------------------

$ 16,662 $ 3,401 $ 4,773 $ 9,128 $ 6,850 $ 42,325
- ------------------------------------------------------------------------------------------------------------------------------
202,100,393 31,941,741 49,095,102 93,887,483 70,201,506 42,283,207
- ------------------------------------------------------------------------------------------------------------------------------
202,117,055 31,945,142 49,099,875 93,896,611 70,208,356 42,325,532
- ------------------------------------------------------------------------------------------------------------------------------

316,826 (314,807) 223,566 218,646 57,342 --
- ------------------------------------------------------------------------------------------------------------------------------
(70,928) (793) 159,106 (47,889) (1,083,655) --
- ------------------------------------------------------------------------------------------------------------------------------
35,487,945 (440,947) 928,235 1,003,410 2,413,464 --
- ------------------------------------------------------------------------------------------------------------------------------
$237,850,898 $31,188,595 $50,410,782 $95,070,778 $71,595,507 $42,325,532
- ------------------------------------------------------------------------------------------------------------------------------

16,662,216 3,401,148 4,772,691 9,127,761 6,849,808 42,325,532
- ------------------------------------------------------------------------------------------------------------------------------
$14.27 $9.17 $10.56 $10.42 $10.45 $1.00
- ------------------------------------------------------------------------------------------------------------------------------
$201,720,391 $30,649,530 $61,225,734 $110,994,083 $68,892,292 $53,298,061

</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-83

<PAGE> 168

THE TARGET PORTFOLIO TRUST
STATEMENTS OF OPERATIONS
For The Year Ended December 31, 1997

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
LARGE CAPITALIZATION LARGE CAPITALIZATION SMALL CAPITALIZATION
GROWTH PORTFOLIO VALUE PORTFOLIO GROWTH PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET INVESTMENT INCOME
- ---------------------------------------------------------------------------------------------------------------
Income
Interest $ 444,922 $ 205,036 $ 357,084
- ---------------------------------------------------------------------------------------------------------------
Dividends 1,302,808 6,496,765 318,722
- ---------------------------------------------------------------------------------------------------------------
Less: Foreign withholding taxes (507) (51,013) (1,419)
- ---------------------------------------------------------------------------------------------------------------
TOTAL INCOME 1,747,223 6,650,788 674,387
- ---------------------------------------------------------------------------------------------------------------
Expenses
Management fee 1,453,397 1,521,474 939,417
- ---------------------------------------------------------------------------------------------------------------
Custodian's fees and expenses 100,000 130,000 97,000
- ---------------------------------------------------------------------------------------------------------------
Transfer agent's fees and expenses 90,700 91,500 90,700
- ---------------------------------------------------------------------------------------------------------------
Reports to shareholders 50,000 30,000 40,000
- ---------------------------------------------------------------------------------------------------------------
Registration fees 24,000 21,000 30,000
- ---------------------------------------------------------------------------------------------------------------
Audit fee 13,500 13,500 13,500
- ---------------------------------------------------------------------------------------------------------------
Legal fees and expenses 7,000 7,000 7,000
- ---------------------------------------------------------------------------------------------------------------
Amortization of organization expenses 5,786 5,786 5,786
- ---------------------------------------------------------------------------------------------------------------
Trustees' fees and expenses 2,700 2,700 2,700
- ---------------------------------------------------------------------------------------------------------------
Insurance 5,400 5,500 3,000
- ---------------------------------------------------------------------------------------------------------------
Miscellaneous 7,393 6,911 1,992
- ---------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES 1,759,876 1,835,371 1,231,095
- ---------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) (12,653) 4,815,417 (556,708)
- ---------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN
CURRENCY TRANSACTIONS
- ---------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
Investment transactions 24,436,720 25,006,548 24,119,898
- ---------------------------------------------------------------------------------------------------------------
Financial futures contracts -- -- --
- ---------------------------------------------------------------------------------------------------------------
Foreign currency transactions -- -- --
- ---------------------------------------------------------------------------------------------------------------
Options written -- -- --
- ---------------------------------------------------------------------------------------------------------------
Short sale transactions -- -- --
- ---------------------------------------------------------------------------------------------------------------
TOTAL NET REALIZED GAIN (LOSS) 24,436,720 25,006,548 24,119,898
- ---------------------------------------------------------------------------------------------------------------
Net change in unrealized
appreciation/depreciation on:
Investments 20,104,947 35,519,278 5,445,586
- ---------------------------------------------------------------------------------------------------------------
Financial futures contracts -- -- --
- ---------------------------------------------------------------------------------------------------------------
Foreign currencies -- -- --
- ---------------------------------------------------------------------------------------------------------------
Options written -- -- --
- ---------------------------------------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED
APPRECIATION/DEPRECIATION 20,104,947 35,519,278 5,445,586
- ---------------------------------------------------------------------------------------------------------------
NET GAIN (LOSS) 44,541,667 60,525,826 29,565,484
- ---------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 44,529,014 $ 65,341,243 $ 29,008,776
- ---------------------------------------------------------------------------------------------------------------
<CAPTION>
- ---------------------------------------------------------------------
SMALL CAPITALIZATION
VALUE PORTFOLIO
- ---------------------------------------------------------------------
<S> <C>
NET INVESTMENT INCOME
- ---------------------------------------------------------------------
Income
Interest $ 261,413
- ---------------------------------------------------------------------
Dividends 1,569,549
- ---------------------------------------------------------------------
Less: Foreign withholding taxes (1,459)
- ---------------------------------------------------------------------
TOTAL INCOME 1,829,503
- ---------------------------------------------------------------------
Expenses
Management fee 864,964
- ---------------------------------------------------------------------
Custodian's fees and expenses 121,000
- ---------------------------------------------------------------------
Transfer agent's fees and expenses 87,100
- ---------------------------------------------------------------------
Reports to shareholders 36,000
- ---------------------------------------------------------------------
Registration fees 29,000
- ---------------------------------------------------------------------
Audit fee 13,500
- ---------------------------------------------------------------------
Legal fees and expenses 7,000
- ---------------------------------------------------------------------
Amortization of organization expenses 5,786
- ---------------------------------------------------------------------
Trustees' fees and expenses 2,700
- ---------------------------------------------------------------------
Insurance 3,000
- ---------------------------------------------------------------------
Miscellaneous 3,814
- ---------------------------------------------------------------------
TOTAL EXPENSES 1,173,864
- ---------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) 655,639
- ---------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN
CURRENCY TRANSACTIONS
- ---------------------------------------------------------------------
Net realized gain (loss) on:
Investment transactions 17,387,992
- ---------------------------------------------------------------------
Financial futures contracts --
- ---------------------------------------------------------------------
Foreign currency transactions --
- ---------------------------------------------------------------------
Options written --
- ---------------------------------------------------------------------
Short sale transactions --
- ---------------------------------------------------------------------
TOTAL NET REALIZED GAIN (LOSS) 17,387,992
- ---------------------------------------------------------------------
Net change in unrealized
appreciation/depreciation on:
Investments 18,899,607
- ---------------------------------------------------------------------
Financial futures contracts --
- ---------------------------------------------------------------------
Foreign currencies --
- ---------------------------------------------------------------------
Options written --
- ---------------------------------------------------------------------
NET CHANGE IN UNREALIZED
APPRECIATION/DEPRECIATION 18,899,607
- ---------------------------------------------------------------------
NET GAIN (LOSS) 36,287,599
- ---------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET
ASSETS RESULTING FROM OPERATIONS $ 36,943,238
- ---------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-84

<PAGE> 169

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL INTERNATIONAL TOTAL RETURN INTERMEDIATE-TERM MORTGAGE BACKED U.S. GOVERNMENT MONEY
EQUITY PORTFOLIO BOND PORTFOLIO BOND PORTFOLIO BOND PORTFOLIO SECURITIES PORTFOLIO MARKET PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 349,110 $ 2,034,266 $3,107,074 $ 6,065,580 $5,092,077 $ 2,093,304
- ------------------------------------------------------------------------------------------------------------------------------
5,444,776 -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
(695,571) -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
5,098,315 2,034,266 3,107,074 6,065,580 5,092,077 2,093,304
- ------------------------------------------------------------------------------------------------------------------------------
1,718,754 175,813 216,559 430,089 322,907 94,188
- ------------------------------------------------------------------------------------------------------------------------------
325,000 132,000 111,000 112,000 167,000 70,000
- ------------------------------------------------------------------------------------------------------------------------------
90,700 32,900 35,400 39,800 46,100 10,500
- ------------------------------------------------------------------------------------------------------------------------------
38,000 69,000 19,000 32,000 33,000 19,000
- ------------------------------------------------------------------------------------------------------------------------------
54,000 20,000 22,000 28,000 30,000 25,000
- ------------------------------------------------------------------------------------------------------------------------------
20,000 13,500 13,500 13,500 13,500 5,000
- ------------------------------------------------------------------------------------------------------------------------------
7,000 12,000 7,000 7,000 7,000 7,000
- ------------------------------------------------------------------------------------------------------------------------------
5,786 10,625 5,786 5,786 5,786 5,786
- ------------------------------------------------------------------------------------------------------------------------------
2,700 2,700 2,700 2,700 2,700 2,700
- ------------------------------------------------------------------------------------------------------------------------------
5,600 900 1,100 2,100 1,200 700
- ------------------------------------------------------------------------------------------------------------------------------
10,171 4,215 5,011 3,362 3,549 3,081
- ------------------------------------------------------------------------------------------------------------------------------
2,277,711 473,653 439,056 676,337 632,742 242,955
- ------------------------------------------------------------------------------------------------------------------------------
2,820,604 1,560,613 2,668,018 5,389,243 4,459,335 1,850,349
- ------------------------------------------------------------------------------------------------------------------------------

26,063,922 (2,260,925) 548,283 461,094 361,589 (469)
- ------------------------------------------------------------------------------------------------------------------------------
-- -- 216,225 867,924 (37,360) --
- ------------------------------------------------------------------------------------------------------------------------------
(847,760) (734,948) 218,239 252,812 -- --
- ------------------------------------------------------------------------------------------------------------------------------
-- 26,759 12,577 22,494 35,962 --
- ------------------------------------------------------------------------------------------------------------------------------
-- -- -- -- (162,734) --
- ------------------------------------------------------------------------------------------------------------------------------
25,216,162 (2,969,114) 995,324 1,604,324 197,457 (469)
- ------------------------------------------------------------------------------------------------------------------------------

(1,041,388) (1,384,771) 476,476 457,886 1,448,008 --
- ------------------------------------------------------------------------------------------------------------------------------
-- -- 201,250 316,875 -- --
- ------------------------------------------------------------------------------------------------------------------------------
(23,194) 504,241 (96,924) (2,383) -- --
- ------------------------------------------------------------------------------------------------------------------------------
-- -- -- -- (15,119) --
- ------------------------------------------------------------------------------------------------------------------------------
(1,064,582) (880,530) 580,802 772,378 1,432,889 --
- ------------------------------------------------------------------------------------------------------------------------------
24,151,580 (3,849,644) 1,576,126 2,376,702 1,630,346 (469)
- ------------------------------------------------------------------------------------------------------------------------------
$26,972,184 $ (2,289,031) $4,244,144 $ 7,765,945 $6,089,681 $ 1,849,880
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-85

<PAGE> 170

THE TARGET PORTFOLIO TRUST
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
SMALL
CAPITALIZATION
LARGE CAPITALIZATION LARGE CAPITALIZATION GROWTH
GROWTH PORTFOLIO VALUE PORTFOLIO PORTFOLIO
---------------------------- ---------------------------- ------------
YEAR ENDED
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, DECEMBER 31,
---------------------------- ---------------------------- ------------
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>

INCREASE (DECREASE)
IN NET ASSETS
- ---------------------------------------------------------------------------------------------------------------------------
OPERATIONS
Net investment income (loss) $ (12,653) $ 390,116 $ 4,815,417 $ 4,829,796 $ (556,708)
- ---------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on
investment and foreign currency
transactions 24,436,720 11,243,006 25,006,548 11,707,935 24,119,898
- ---------------------------------------------------------------------------------------------------------------------------
Net change in unrealized
appreciation/
depreciation of investments 20,104,947 27,653,840 35,519,278 20,366,798 5,445,586
- ---------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net
assets resulting from operations 44,529,014 39,286,962 65,341,243 36,904,529 29,008,776
- ---------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment
income (46,217) (329,698) (4,345,386) (4,829,796) --
- ---------------------------------------------------------------------------------------------------------------------------
Dividends in excess of net
investment income (60,960) -- -- (435,227) --
- ---------------------------------------------------------------------------------------------------------------------------
Distributions from net
realized gains (31,971,788) (23,349,943) (24,366,069) (9,766,690) (21,977,874)
- ---------------------------------------------------------------------------------------------------------------------------
Tax return of capital distributions -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------
Total distributions (32,078,965) (23,679,641) (28,711,455) (15,031,713) (21,977,874)
- ---------------------------------------------------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS(a)
Net proceeds from shares sold 47,455,937 63,352,161 54,334,008 67,051,579 38,578,759
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value of shares issued to
shareholders in reinvestment of
dividends and distributions 31,377,043 23,329,793 28,089,014 14,708,918 21,564,493
- ---------------------------------------------------------------------------------------------------------------------------
Cost of shares reacquired (68,170,878) (61,584,086) (71,665,460) (63,523,667) (48,745,293)
- ---------------------------------------------------------------------------------------------------------------------------
Net increase/(decrease) in net
assets from Fund share
transactions 10,662,102 25,097,868 10,757,562 18,236,830 11,397,959
- ---------------------------------------------------------------------------------------------------------------------------
Total increase (decrease) 23,112,151 40,705,189 47,387,350 40,109,646 18,428,861

NET ASSETS
- ---------------------------------------------------------------------------------------------------------------------------
Beginning of year 220,782,429 180,077,240 227,705,849 187,596,203 147,469,275
- ---------------------------------------------------------------------------------------------------------------------------
End of year $243,894,580 $220,782,429 $275,093,199 $227,705,849 $165,898,136
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------
SMALL
CAPITALIZATION
GROWTH SMALL CAPITALIZATION
PORTFOLIO VALUE PORTFOLIO
------------ ----------------------------
YEAR ENDED
DECEMBER 31, YEAR ENDED DECEMBER 31,
------------ ----------------------------
1996 1997 1996
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCREASE (DECREASE)
IN NET ASSETS
- ----------------------------------------------------------------------------------------
Operations
Net investment income (loss) $ (445,756) $ 655,639 $ 847,572
- ----------------------------------------------------------------------------------------
Net realized gain (loss) on
investment and foreign currency
transactions 16,882,644 17,387,992 10,384,665
- ----------------------------------------------------------------------------------------
Net change in unrealized
appreciation/
depreciation of investments 6,803,397 18,899,607 11,237,645
- ----------------------------------------------------------------------------------------
Net increase (decrease) in net
assets resulting from operations 23,240,285 36,943,238 22,469,882
- ----------------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment
income -- (664,037) (837,683)
- ----------------------------------------------------------------------------------------
Dividends in excess of net
investment income -- (94,907) --
- ----------------------------------------------------------------------------------------
Distributions from net
realized gains (16,337,409) (17,432,911) (4,467,642)
- ----------------------------------------------------------------------------------------
Tax return of capital distributions -- -- --
- ----------------------------------------------------------------------------------------
Total distributions (16,337,409) (18,191,855) (5,305,325)
- ----------------------------------------------------------------------------------------
FUND SHARE TRANSACTIONS(a)
Net proceeds from shares sold 52,292,568 44,917,116 44,712,582
- ----------------------------------------------------------------------------------------
Net asset value of shares issued to
shareholders in reinvestment of
dividends and distributions 16,090,077 17,747,752 5,207,885
- ----------------------------------------------------------------------------------------
Cost of shares reacquired (49,348,968) (44,673,985) (38,007,600)
- ----------------------------------------------------------------------------------------
Net increase/(decrease) in net
assets from Fund share
transactions 19,033,677 17,990,883 11,912,867
- ----------------------------------------------------------------------------------------
Total increase (decrease) 25,936,553 36,742,266 29,077,424
NET ASSETS
- ----------------------------------------------------------------------------------------
Beginning of year 121,532,722 126,671,903 97,594,479
- ----------------------------------------------------------------------------------------
End of year $147,469,275 $163,414,169 $126,671,903
- ----------------------------------------------------------------------------------------
</TABLE>

(a) Fund share transactions are at $1 per share for the U.S. Government Money
Market Portfolio.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-86

<PAGE> 171

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL INTERNATIONAL
EQUITY BOND TOTAL RETURN INTERMEDIATE-TERM
PORTFOLIO PORTFOLIO BOND PORTFOLIO BOND PORTFOLIO
--------------------------- --------------------------- -------------------------- ---------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
--------------------------- --------------------------- -------------------------- ---------------------------
1997 1996 1997 1996 1997 1996 1997 1996
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

$ 2,820,604 $ 3,913,497 $ 1,560,613 $ 1,946,597 $ 2,668,018 $ 2,680,264 $ 5,389,243 $ 4,651,788
- -----------------------------------------------------------------------------------------------------------------------------
25,216,162 11,814,979 (2,969,114) (128,465) 995,324 (27,284) 1,604,324 53,044
- -----------------------------------------------------------------------------------------------------------------------------
(1,064,582) 16,975,091 (880,530) (34,527) 580,802 (293,217) 772,378 (394,193)
- -----------------------------------------------------------------------------------------------------------------------------
26,972,184 32,703,567 (2,289,031) 1,783,605 4,244,144 2,359,763 7,765,945 4,310,639
- -----------------------------------------------------------------------------------------------------------------------------
(2,820,604) (3,405,100) -- (812,023) (2,523,654) (2,614,993) (5,281,003) (4,651,788)
- -----------------------------------------------------------------------------------------------------------------------------
(3,343,171) -- (227,344) -- -- -- -- (47,210)
- -----------------------------------------------------------------------------------------------------------------------------
(25,343,801) (9,899,724) (14,562) (922,057) (465,731) (1,230,625) (1,471,335) (1,051,696)
- -----------------------------------------------------------------------------------------------------------------------------
-- -- (1,320,129) -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------------
(31,507,576) (13,304,824) (1,562,035) (1,734,080) (2,989,385) (3,845,618) (6,752,338) (5,750,694)
- -----------------------------------------------------------------------------------------------------------------------------
355,674,205 354,553,935 10,444,049 18,342,835 14,859,623 20,202,045 29,443,555 44,780,207
- -----------------------------------------------------------------------------------------------------------------------------
30,918,137 13,089,510 1,488,888 1,705,126 2,845,116 3,603,260 6,439,182 5,507,246
- -----------------------------------------------------------------------------------------------------------------------------
(384,768,978) (338,076,828) (18,672,976) (12,977,726) (17,766,511) (18,219,385) (42,217,583) (25,580,092)
- -----------------------------------------------------------------------------------------------------------------------------
1,823,364 29,566,617 (6,740,039) 7,070,235 (61,772) 5,585,920 (6,334,846) 24,707,361
- -----------------------------------------------------------------------------------------------------------------------------
(2,712,028) 48,965,360 (10,591,105) 7,119,760 1,192,987 4,100,065 (5,321,239) 23,267,306
- -----------------------------------------------------------------------------------------------------------------------------
240,562,926 191,597,566 41,779,700 34,659,940 49,217,795 45,117,730 100,392,017 77,124,711
- -----------------------------------------------------------------------------------------------------------------------------
$237,850,898 $240,562,926 $31,188,595 $41,779,700 $50,410,782 $ 49,217,795 $ 95,070,778 $100,392,017
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ---------------------------------------------------------------
U.S. GOVERNMENT
MORTGAGE BACKED MONEY
SECURITIES PORTFOLIO MARKET PORTFOLIO
- -------------------------- -------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
- -------------------------- -------------------------------
1997 1996 1997 1996
- ---------------------------------------------------------------
<C> <C> <C> <C>
$ 4,459,335 $ 4,651,169 $ 1,850,349 $ 859,961
- ---------------------------------------------------------------
197,457 327,178 (469) 2,578
- ---------------------------------------------------------------
1,432,889 (1,105,092) -- --
- ---------------------------------------------------------------
6,089,681 3,873,255 1,849,880 862,539
- ---------------------------------------------------------------
(4,425,133) (4,503,951) (1,849,880) (862,539)
- ---------------------------------------------------------------
-- -- -- --
- ---------------------------------------------------------------
-- -- -- --
- ---------------------------------------------------------------
-- -- -- --
- ---------------------------------------------------------------
(4,425,133) (4,503,951) (1,849,880) (862,539)
- ---------------------------------------------------------------
13,448,142 21,388,848 1,070,854,061 339,835,083
- ---------------------------------------------------------------
3,643,014 3,841,153 1,601,795 776,187
- ---------------------------------------------------------------
(21,027,273) (20,491,299) (1,057,527,680) (332,068,470)
- ---------------------------------------------------------------
(3,936,117) 4,738,702 14,928,176 8,542,800
- ---------------------------------------------------------------
(2,271,569) 4,108,006 14,928,176 8,542,800
- ---------------------------------------------------------------
73,867,076 69,759,070 27,397,356 18,854,556
- ---------------------------------------------------------------
$71,595,507 $73,867,076 $ 42,325,532 $ 27,397,356
- ---------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-87

<PAGE> 172

THE TARGET PORTFOLIO TRUST
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
LARGE CAPITALIZATION
GROWTH PORTFOLIO
----------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------
1997 1996 1995(e) 1994(e)
<S> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $12.97 $12.13 $9.74 $9.91
- --------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) --(f) .02 .10 .10
- --------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investment transactions 2.61 2.33 2.41 (.16)
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 2.61 2.35 2.51 (.06)
- --------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from net investment income (.01) (.02) (.10) (.10)
- --------------------------------------------------------------------------------------------------------------------------------
Distributions in excess of net
investment income -- -- (.01) (.01)
- --------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gains (1.99) (1.49) (.01) --
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (2.00) (1.51) (.12) (.11)
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $13.58 $12.97 $12.13 $9.74
- --------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN(d) 20.77% 21.09% 25.76% (.68)%
- --------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000) $243,895 $220,782 $180,077 $142,072
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (000) $242,233 $202,736 $162,982 $129,687
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets
Expenses .73% .82% .78% .81%
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (.01)% .19% .88% 1.08%
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 82% 65% 154% 24%
- --------------------------------------------------------------------------------------------------------------------------------
Average commission rate per share $ .0560 $ .0572 $ .0578 N/A
- --------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------
LARGE CAPITALIZATION
GROWTH PORTFOLIO
------------------------
JANUARY 5,
1993(a)
THROUGH
DECEMBER 31,
1993(e)
- ------------------------------------------------------------------------
<S> <C>
PER SHARE OPERATING
PERFORMANCE:
- ------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .07(c)
- ------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investment transactions (.12)
- ------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS (.05)
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from net investment income (.04)
- ------------------------------------------------------------------------
Distributions in excess of net
investment income --
- ------------------------------------------------------------------------
Distributions from net realized gains --
- ------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.04)
- ------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $9.91
- ------------------------------------------------------------------------
TOTAL RETURN(d) (.46)%
- ------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- ------------------------------------------------------------------------
Net assets, end of period (000) $98,089
- ------------------------------------------------------------------------
Average net assets (000) $48,033
- ------------------------------------------------------------------------
Ratios to average net assets
Expenses 1.05%(b)(c)
- ------------------------------------------------------------------------
Net investment income (loss) .84%(b)(c)
- ------------------------------------------------------------------------
Portfolio turnover rate 4%
- ------------------------------------------------------------------------
Average commission rate per share N/A
- ------------------------------------------------------------------------
</TABLE>

(a) Commencement of investment operations.
(b) Annualized.
(c) Net of expense subsidies.
(d) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each period reported and includes
reinvestment of dividends and distributions.
Total return for periods of less than a full year are not annualized.
(e) Calculated based upon average shares outstanding during the period.
(f) Less than $.005 per share.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-88

<PAGE> 173

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
SMALL CAPITALIZATION
LARGE CAPITALIZATION GROWTH
VALUE PORTFOLIO PORTFOLIO
- ------------------------------------------------------------------------------ --------------------------------------------
JANUARY 5,
1993(a)
YEAR ENDED DECEMBER 31, THROUGH YEAR ENDED DECEMBER 31,
- ------------------------------------------------------------- DECEMBER 31, --------------------------------------------
1997 1996(e) 1995(e) 1994(e) 1993 1997 1996 1995(e)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

- --------------------------------------------------------------------------------------------------------------------------------
$13.97 $12.57 $10.02 $10.11 $10.00 $14.93 $14.15 $11.59
- --------------------------------------------------------------------------------------------------------------------------------
.31 .31 .33 .26 .21(c) (.05) (.02) .02
- --------------------------------------------------------------------------------------------------------------------------------
3.77 2.07 2.89 (.04) .02 3.02 2.63 2.84
- --------------------------------------------------------------------------------------------------------------------------------
4.08 2.38 3.22 .22 .23 2.97 2.61 2.86
- --------------------------------------------------------------------------------------------------------------------------------
(.28) (.31) (.30) (.25) (.11) -- -- (.02)
- --------------------------------------------------------------------------------------------------------------------------------
-- (.03) -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------------
(1.56) (.64) (.37) (.06) (.01) (2.33) (1.83) (.28)
- --------------------------------------------------------------------------------------------------------------------------------
(1.84) (.98) (.67) (.31) (.12) (2.33) (1.83) (.30)
- --------------------------------------------------------------------------------------------------------------------------------
$16.21 $13.97 $12.57 $10.02 $10.11 $15.57 $14.93 $14.15
- --------------------------------------------------------------------------------------------------------------------------------

29.80% 19.17% 32.08% 2.18% 2.29% 20.85% 18.88% 24.62%
- --------------------------------------------------------------------------------------------------------------------------------

$275,093 $227,706 $187,596 $142,219 $96,074 $165,898 $147,469 $121,533
- --------------------------------------------------------------------------------------------------------------------------------
$253,579 $208,898 $163,124 $128,865 $46,623 $156,570 $141,496 $107,649
- --------------------------------------------------------------------------------------------------------------------------------
%
.72 .77% .76% .81% 1.05%(b)(c) .79% .89% .85%
- --------------------------------------------------------------------------------------------------------------------------------
1.90% 2.33% 2.83% 2.66% 2.12%(b)(c) (.36)% (.32)% .12%
- --------------------------------------------------------------------------------------------------------------------------------
21% 22% 59% 6% 3% 106% 108% 120%
- --------------------------------------------------------------------------------------------------------------------------------
$ .0499 $ .0509 $ .0514 N/A N/A $ .0596 $ .0590 $ .0586
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------------------------
SMALL CAPITALIZATION
GROWTH
PORTFOLIO
- -------------------------------
JANUARY 5,
YEAR 1993(a)
ENDED THROUGH
DECEMBER 31, DECEMBER 31,
1994(e) 1993(e)
- -------------------------------
<C> <C>
- -------------------------------
$11.86 $10.00
- -------------------------------
.01 .01(c)
- -------------------------------
(.27) 1.86
- -------------------------------
(.26) 1.87
- -------------------------------
(.01) (.01)
- -------------------------------
-- --
- -------------------------------
-- --
- -------------------------------
(.01) (.01)
- -------------------------------
$11.59 $11.86
- -------------------------------
(2.19)% 18.66%
- -------------------------------
$96,462 $63,917
- -------------------------------
$87,403 $29,313
- -------------------------------
.93% 1.05%(c)
- -------------------------------
.10% .11%(c)
- -------------------------------
97% 72%
- -------------------------------
N/A N/A
- -------------------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-89

<PAGE> 174

THE TARGET PORTFOLIO TRUST
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
SMALL CAPITALIZATION
VALUE
PORTFOLIO(e)
-----------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
1997 1996 1995 1994
<S> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $15.22 $13.07 $11.07 $12.72
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .08 .11 .14 .11
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on
investment transactions 4.37 2.71 2.00 (1.49)
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 4.45 2.82 2.14 (1.38)
- ---------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from net investment income (.08) (.11) (.14) --
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions in excess of net
investment income (.01) -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gains (2.08) (.56) -- (.27)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions in excess of net realized
gains -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Tax return of capital distributions -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (2.17) (.67) (.14) (.27)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $17.50 $15.22 $13.07 $11.07
- ---------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN(d) 29.98% 21.75% 19.21% (11.03)%
- ---------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------
JANUARY 5,
1993(a)
THROUGH
DECEMBER 31,
1993
- ------------------------------------------------------------------------
<S> <C>
PER SHARE OPERATING
PERFORMANCE:
- ------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- ------------------------------------------------------------------------
Income from investment operations
Net investment income (loss) (.01)(c)
- ------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on
investment transactions 3.19
- ------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 3.18
- ------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from net investment income --
- ------------------------------------------------------------------------
Distributions in excess of net
investment income --
- ------------------------------------------------------------------------
Distributions from net realized gains (.46)
- ------------------------------------------------------------------------
Distributions in excess of net realized
gains --
- ------------------------------------------------------------------------
Tax return of capital distributions --
- ------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.46)
- ------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $12.72
- ------------------------------------------------------------------------
TOTAL RETURN(d) 31.86%
- ------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- ------------------------------------------------------------------------
Net assets, end of period (000) $64,430
- ------------------------------------------------------------------------
Average net assets (000) $29,039
- ------------------------------------------------------------------------
Ratios to average net assets
Expenses 1.05%(b)(c)
- ------------------------------------------------------------------------
Net investment income (loss) (.11)%(b)(c)
- ------------------------------------------------------------------------
Portfolio turnover rate 112%
- ------------------------------------------------------------------------
Average commission rate per share N/A
- ------------------------------------------------------------------------
</TABLE>

B-90

<PAGE> 175

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL
INTERNATIONAL BOND
EQUITY PORTFOLIO PORTFOLIO
----------------------------------------------------------------------------------------- -----------------------------
JANUARY 5,
1993(a)
YEAR ENDED DECEMBER 31, THROUGH YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------- DECEMBER 31, -----------------------------
1997 1996 1995(e) 1994(e) 1993(e) 1997 1996
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

$14.82 $13.64 $11.95 $13.09 $10.00 $10.17 $10.19
- ---------------------------------------------------------------------------------------------------------------------------------
.21 .25 .17 .06 .07 .42 .51
- ---------------------------------------------------------------------------------------------------------------------------------
1.32 1.79 1.67 (.01) 3.16 (1.00) (.08)
- ---------------------------------------------------------------------------------------------------------------------------------
1.53 2.04 1.84 .05 3.23 (.58) .43
- ---------------------------------------------------------------------------------------------------------------------------------
(.41) (.22) (.11) (.01) (.01) -- (.21)
- ---------------------------------------------------------------------------------------------------------------------------------
-- -- -- -- -- (.06) --
- ---------------------------------------------------------------------------------------------------------------------------------
(1.67) (.64) (.04) (1.07) (.05) --(f) (.24)
- ---------------------------------------------------------------------------------------------------------------------------------
-- -- -- (.11) (.08) -- --
- ---------------------------------------------------------------------------------------------------------------------------------
-- -- -- -- -- (.36) --
- ---------------------------------------------------------------------------------------------------------------------------------
(2.08) (.86) (.15) (1.19) (.14) (.42) (.45)
- ---------------------------------------------------------------------------------------------------------------------------------
$14.27 $14.82 $13.64 $11.95 $13.09 $9.17 $10.17
- ---------------------------------------------------------------------------------------------------------------------------------

10.60% 15.25% 15.38% .18% 32.38% (5.73)% 4.45%
- ---------------------------------------------------------------------------------------------------------------------------------

$237,851 $240,563 $191,598 $188,025 $127,121 $31,189 $41,780
- ---------------------------------------------------------------------------------------------------------------------------------
$245,536 $221,626 $183,414 $179,614 $49,769 $35,163 $38,788
- ---------------------------------------------------------------------------------------------------------------------------------
.93% .99% 1.02% 1.07% 1.40%(b) 1.35% 1.34%
- ---------------------------------------------------------------------------------------------------------------------------------
1.15% 1.77% 1.32% .47% .64%(b) 4.44% 5.02%
- ---------------------------------------------------------------------------------------------------------------------------------
37% 39% 76% 116% 65% 202% 226%
- ---------------------------------------------------------------------------------------------------------------------------------
$ .0278 $ .0240 $ .0250 N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------
MAY 17,
1994(a)
THROUGH
DECEMBER 31,
1995 1994
- ---------------------------------
<C> <C>

$ 9.57 $10.00
- ---------------------------------
.57(c) .27(c)
- ---------------------------------
.82 (.19)
- ---------------------------------
1.39 .08
- ---------------------------------
(.57) (.27)
- ---------------------------------
-- (.24)
- ---------------------------------
(.20) --
- ---------------------------------
-- --
- ---------------------------------
-- --
- ---------------------------------
(.77) (.51)
- ---------------------------------
$10.19 $9.57
- ---------------------------------

14.66% .71%
- ---------------------------------

$34,660 $21,447
- ---------------------------------
$29,510 $15,366
- ---------------------------------
1.00%(c) 1.00%(b)(c)
- ---------------------------------
5.56%(c) 4.84%(b)(c)
- ---------------------------------
456% 361%
- ---------------------------------
N/A N/A
- ---------------------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-91

<PAGE> 176

THE TARGET PORTFOLIO TRUST
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN
BOND PORTFOLIO
-----------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $10.28 $10.62 $9.48 $10.28
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income .57 .57 .62(c) .47(c)
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investment transactions .35 (.09) 1.18 (.82)
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .92 .48 1.80 (.35)
- ---------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from net investment income (.54) (.56) (.58) (.45)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions in excess of net
investment income -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gains (.10) (.26) (.08) --
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions in excess of net realized
gains -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.64) (.82) (.66) (.45)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $10.56 $10.28 $10.62 $9.48
- ---------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN(d) 9.23% 5.02% 19.63% (3.54)%
- ---------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000) $50,411 $49,218 $45,118 $31,191
- ---------------------------------------------------------------------------------------------------------------------------------
Average net assets (000) $48,123 $47,246 $37,023 $31,141
- ---------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets
Expenses .91% .94% .85%(c) .85%(c)
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.54% 5.67% 6.21%(c) 4.90%(c)
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 323% 340% 141% 121%
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------
JANUARY 5,
1993(a)
THROUGH
DECEMBER 31,
1993
- -------------------------------------------------------------------
<S> <C>
PER SHARE OPERATING
PERFORMANCE:
- -------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- -------------------------------------------------------------------
Income from investment operations
Net investment income .44(c)
- -------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investment transactions .56
- -------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS 1.00
- -------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from net investment income (.44)
- -------------------------------------------------------------------
Distributions in excess of net
investment income (.02)
- -------------------------------------------------------------------
Distributions from net realized gains (.19)
- -------------------------------------------------------------------
Distributions in excess of net realized
gains (.07)
- -------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.72)
- -------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $10.28
- -------------------------------------------------------------------
TOTAL RETURN(d) 10.18%
- -------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- -------------------------------------------------------------------
Net assets, end of period (000) $25,917
- -------------------------------------------------------------------
Average net assets (000) $12,594
- -------------------------------------------------------------------
Ratios to average net assets
Expenses .85%(b)(c)
- -------------------------------------------------------------------
Net investment income 3.87%(b)(c)
- -------------------------------------------------------------------
Portfolio turnover rate 171%
- -------------------------------------------------------------------
</TABLE>

(a) Commencement of investment operations.
(b) Annualized.
(c) Net of expense subsidies.
(d) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each period reported and includes
reinvestment of dividends and distributions.
Total returns for periods of less than one full year are not annualized.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-92

<PAGE> 177

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
INTERMEDIATE-TERM MORTGAGE BACKED
BOND PORTFOLIO SECURITIES PORTFOLIO
- ----------------------------------------------------------------------------------------- ---------------------------
JANUARY 5,
1993(a)
THROUGH
YEAR ENDED DECEMBER 31, DECEMBER YEAR ENDED DECEMBER 31,
- ---------------------------------------------------------------------- 31, ---------------------------
1997 1996 1995 1994 1993 1997 1996
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

$ 10.30 $ 10.51 $ 9.56 $ 10.26 $ 10.00 $ 10.21 $ 10.31
- ---------------------------------------------------------------------------------------------------------------------------------
.58 .59 .63 .49 .46(c) .64 .65
- ---------------------------------------------------------------------------------------------------------------------------------
.28 (.07) .94 (.71) .46 .23 (.12)
- ---------------------------------------------------------------------------------------------------------------------------------
.86 .52 1.57 (.22) .92 .87 .53
- ---------------------------------------------------------------------------------------------------------------------------------
(.57) (.59) (.60) (.48) (.45) (.63) (.63)
- ---------------------------------------------------------------------------------------------------------------------------------
-- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
(.17) (.14) (.02) -- (.18) -- --
- ---------------------------------------------------------------------------------------------------------------------------------
-- -- -- -- (.03) -- --
- ---------------------------------------------------------------------------------------------------------------------------------
(.74) (.73) (.62) (.48) (.66) (.63) (.63)
- ---------------------------------------------------------------------------------------------------------------------------------
$10.42 $10.30 $10.51 $9.56 $10.26 $10.45 $10.21
- ---------------------------------------------------------------------------------------------------------------------------------

8.57% 5.22% 16.87% (2.23)% 9.33% 8.82% 5.56%
- ---------------------------------------------------------------------------------------------------------------------------------

$95,071 $100,392 $77,125 $62,924 $60,651 $71,596 $73,867
- ---------------------------------------------------------------------------------------------------------------------------------
$95,575 $81,723 $68,628 $69,602 $32,441 $71,757 $72,214
- ---------------------------------------------------------------------------------------------------------------------------------
.71% .73% .79% .80% .85%(b)(c) .88% .91%
- ---------------------------------------------------------------------------------------------------------------------------------
5.64% 5.69% 6.09% 5.06% 4.27%(b)(c) 6.21% 6.44%
- ---------------------------------------------------------------------------------------------------------------------------------
249% 311% 93% 77% 129% 128% 102%
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------

JANUARY 5,
1993(a)
THROUGH
- ----------------------------- DECEMBER 31,
1995 1994 1993
- -----------------------------------------------------
<S> <C> <C>

$ 9.51 $ 10.18 $ 10.00
- -----------------------------------------------------
.68(c) .61(c) .57(c)
- -----------------------------------------------------
.83 (.66) .28
- -----------------------------------------------------
1.51 (.05) .85
- -----------------------------------------------------
(.68) (.61) (.57)
- -----------------------------------------------------
(.03) (.01) (.02)
- -----------------------------------------------------
-- -- (.08)
- -----------------------------------------------------
-- -- --
- -----------------------------------------------------
(.71) (.62) (.67)
- -----------------------------------------------------
$10.31 $9.51 $10.18
- -----------------------------------------------------

16.18% (.51)% 8.56%
- -----------------------------------------------------

$69,759 $61,971 $60,100
- -----------------------------------------------------
$65,149 $66,276 $29,710
- -----------------------------------------------------
.85%(c) .85%(c) .85%(b)(c)
- -----------------------------------------------------
6.79%(c) 6.19%(c) 5.30%(b)(c)
- -----------------------------------------------------
154% 380% 134%
- -----------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-93

<PAGE> 178

THE TARGET PORTFOLIO TRUST
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT
MONEY
MARKET PORTFOLIO
-----------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
1997 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 $1.00 $1.00
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income .049 .045 .051(c) .037(c)
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .049 .045 .051 .037
- ---------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from net investment income (.049) (.045) (.051) (.037)
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.049) (.045) (.051) (.037)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00 $1.00
- ---------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN(d) 4.95% 4.53% 5.25% 3.79%
- ---------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------
JANUARY 5,
1993(a)
THROUGH
DECEMBER 31,
1993
- -------------------------------------------------------------------
<S> <C>
PER SHARE OPERATING
PERFORMANCE:
- -------------------------------------------------------------------
Net asset value, beginning of period $1.00
- -------------------------------------------------------------------
Income from investment operations
Net investment income .025(c)
- -------------------------------------------------------------------
Total from investment
operations .025
- -------------------------------------------------------------------
Less distributions
Dividends from net investment income (.025)
- -------------------------------------------------------------------
Total distributions (.025)
- -------------------------------------------------------------------
Net asset value, end of period $1.00
- -------------------------------------------------------------------
TOTAL RETURN(d) 2.56%
- -------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
- -------------------------------------------------------------------
Net assets, end of period (000) $2,997
- -------------------------------------------------------------------
Average net assets (000) $1,407
- -------------------------------------------------------------------
Ratios to average net assets
Expenses .50%(b)(c)
- -------------------------------------------------------------------
Net investment income 2.51%(b)(c)
- -------------------------------------------------------------------
</TABLE>

(a) Commencement of investment operations.
(b) Annualized.
(c) Net of expense subsidies.
(d) Total return is calculated assuming a purchase of shares on the first day
and a sale on the last day of each period reported and includes
reinvestment of dividends and distributions.
Total return for periods of less than a full year are not annualized.
- --------------------------------------------------------------------------------
See Notes to Financial Statements

B-94

<PAGE> 179

THE TARGET PORTFOLIO TRUST
NOTES TO FINANCIAL STATEMENTS

The Target Portfolio Trust (the "Fund") is an open-end management
investment company. The Fund was established as a Delaware business
trust on July 29, 1992 and consists of ten separate portfolios (the
"Portfolio" or "Portfolios"): 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 and U.S. Government Money
Market Portfolio. All the Portfolios are diversified as defined under the
Investment Company Act of 1940 except for the International Bond Portfolio.
Investment operations commenced on January 5, 1993 with the exception of the
International Bond Portfolio which commenced on May 17, 1994.

The Portfolios' investment objectives are as follows: Large Capitalization
Growth Portfolio--long-term capital appreciation through investment primarily in
common stocks that, in the investment adviser's opinion, are characterized by a
growth of earnings faster than that of the S&P 500; Large Capitalization Value
Portfolio--total return of capital appreciation and dividend income through
investment primarily in common stocks that, in the adviser's opinion, have above
average price appreciation potential; Small Capitalization Growth
Portfolio--maximum capital appreciation through investment primarily in common
stocks of "emerging growth" companies; Small Capitalization Value
Portfolio--above average capital appreciation through investment in common
stocks that, in the adviser's opinion, are undervalued or overlooked in the
marketplace; International Equity Portfolio--capital appreciation through
investment primarily in common stocks of companies domiciled outside the United
States; International Bond Portfolio--high total return through investment
primarily in high quality foreign debt securities denominated primarily in
foreign currencies; Total Return Bond Portfolio--total return of current income
and capital appreciation through investment primarily in fixed-income securities
of varying maturities with a dollar-weighted average portfolio maturity of more
than four years but not more than fifteen years; Intermediate-Term Bond
Portfolio--current income and reasonable stability of principal through
investment primarily in high quality fixed-income securities of varying
maturities with a dollar-weighted average portfolio maturity of more than three
years but not more than ten years; Mortgage Backed Securities Portfolio--high
current income primarily and capital appreciation secondarily each consistent
with the protection of capital through investment primarily in mortgage-related
securities; U.S. Government Money Market Portfolio--maximum current income
consistent with maintenance of liquidity and preservation of principal through
investment exclusively in short-term securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
The ability of issuers of debt securities (other than those issued or
guaranteed by the U.S. Government) held by the Portfolios to meet their
obligations may be affected by economic or political developments in a specific
industry, region or country.

- ----------------------------------------------------------
NOTE 1. ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements.
SECURITIES VALUATIONS: Securities, including options, futures contracts
and options thereon, for which the primary market is on a national securities
exchange, commodities exchange or board of trade are valued at the last sale
price on such exchange or board of trade on the date of valuation or, if there
was no sale on such day, at the average of readily available closing bid and
asked prices on such day.
Securities, including options, that are actively traded in the
over-the-counter market, including listed securities for which the primary
market is believed to be over-the-counter, are valued at the average of the most
recently quoted bid and asked prices provided by a principal market maker or
dealer.
U.S. Government securities for which market quotations are available are
valued at a price provided by an independent broker/dealer or pricing service.
Quotations of foreign securities in a foreign currency are converted to
U.S. dollar equivalents at the current rate obtained from a recognized bank or
dealer.
Securities for which market quotations are not available, are valued in
good faith under procedures adopted by the Trustees.
Securities held by the U.S. Government Money Market Portfolio are valued
at amortized cost, which approximates market value. Short-term securities held
by the other portfolios which mature in sixty days or less are valued at
amortized cost which approximates market value. The amortized cost method
involves valuing a security at its cost on the date of purchase and thereafter
assuming a constant amortization to maturity of the difference between the
principal amount due at maturity and cost. Short-term securities held by the
other portfolios which mature in more than sixty days are valued at current
market quotations.
In connection with transactions in repurchase agreements, it is the Fund's
policy that its custodian take possession of the underlying collateral
securities, the value of which exceeds the principal amount of the repurchase
transaction, including accrued interest. If the seller defaults, and the value
of the collateral declines or, if bankruptcy proceedings are commenced with
respect to the seller of the security, realization of the collateral by the Fund
may be delayed or limited.
All securities (except those of the U.S. Government Money Market
Portfolio) are valued as of 4:15 p.m., New York
- --------------------------------------------------------------------------------
B-95

<PAGE> 180

time. The U.S. Government Money Market Portfolio calculates net asset value as
of 4:30 p.m., New York time.
SECURITIES TRANSACTIONS AND NET INVESTMENT INCOME: Securities transactions
are recorded on the trade date. Realized gains and losses on sales of securities
are calculated on the identified cost basis. Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual basis. The Fund
amortizes premiums and discounts paid on purchases of portfolio securities as
adjustments to interest income. Expenses are recorded on the accrual basis which
may require the use of certain estimates by management.
FINANCIAL FUTURES CONTRACTS: A financial futures contract is an agreement
to purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Portfolio is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the "initial margin." Subsequent payments, known as "variation margin,"
are made or received by the Portfolio each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.
The Portfolio invests in financial futures contracts in order to hedge its
existing portfolio securities, or securities the Portfolio intends to purchase,
against fluctuations in value caused by changes in prevailing interest rates.
Should interest rates move unexpectedly, the Portfolio may not achieve the
anticipated benefits of the financial futures contracts and may realize a loss.
The use of futures transactions involves the risk of imperfect correlation in
movements in the price of futures contracts, interest rates and the underlying
hedged assets. The International Equity Portfolio, International Bond Portfolio,
Intermediate-Term Bond Portfolio, Mortgage-Backed Securities Portfolio and Total
Return Bond Portfolio are the only portfolios that may invest in financial
futures contracts.
FOREIGN CURRENCY TRANSLATION: The books and records of the Portfolios are
maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
dollars on the following basis:
(i) market value of investment securities, other assets and
liabilities--at the closing rates of exchange;
(ii) purchases and sales of investment securities, income and expenses--at
the rate of exchange prevailing on the respective dates of such transactions.
Although the net assets of the Portfolios are presented at the foreign
exchange rates and market values at the close of the fiscal period, the
Portfolios do not isolate that portion of the results of operations arising as a
result of changes in the foreign exchange rates from the fluctuations arising
from changes in the market prices of securities held at the end of the fiscal
period. Similarly, the Portfolios do not isolate the effect of changes in
foreign exchange rates from the fluctuations arising from changes in the market
prices of long-term portfolio securities sold during the fiscal period.
Accordingly, these realized foreign currency gains (losses) are included in the
reported net realized gains (losses) on investment transactions.
Net realized gains (losses) on foreign currency transactions represent net
foreign exchange gains (losses) from sales and maturities of short-term
securities, holding of foreign currencies, currency gains or losses realized
between the trade and settlement dates of securities transactions, and the
difference between the amounts of dividends, interest and foreign taxes recorded
on the Fund's books and the U.S. dollar equivalent amounts actually received or
paid. Net currency gains and losses from valuing foreign currency denominated
assets and liabilities at period-end exchange rates are reflected as a component
of net unrealized appreciation/depreciation on investments and foreign
currencies.
Foreign security and currency transactions may involve certain
considerations and risks not typically associated with those of domestic origin
as a result of, among other factors, the level of governmental supervision and
regulation of foreign securities markets and the possibility of political or
economic instability.
FORWARD CURRENCY CONTRACTS: The International Equity Portfolio,
International Bond Portfolio, Intermediate-Term Bond Portfolio and Total Return
Bond Portfolio may enter into forward currency contracts in order to hedge their
exposure to changes in foreign currency exchange rates on their foreign
portfolio holdings. A forward currency contract is a commitment to purchase or
sell a foreign currency at a future date at a negotiated forward rate. The
Portfolio enters into forward currency contracts in order to hedge its exposure
to changes in foreign currency exchange rates on its foreign portfolio holdings
or on specific receivables and payables denominated in a foreign currency. The
contracts are valued daily at current exchange rates and any unrealized gain or
loss is included in net unrealized appreciation or depreciation on investments.
Gain or loss is realized on the settlement date of the contract equal to the
difference between the settlement value of the original and renegotiated forward
contracts. This gain or loss, if any, is included in net realized gain (loss) on
foreign currency transactions. Risks may arise upon entering into these
contracts from the potential inability of the counter parties to meet the terms
of their contracts.
SHORT SALES: The Mortgage-Backed Securities Portfolio may sell a security
it does not own in anticipation of a decline in the market value of that
security (short sale). When the Portfolio makes a short sale, it must borrow the
security sold short and deliver it to the broker-dealer through which it made
the short sale. The proceeds received from the short sale are maintained as
collateral for its obligation to deliver the security upon conclusion of the
sale. The Portfolio may have to pay a fee to borrow the particular security and
may be obligated to pay over any payments received on such borrowed securities.
A gain, limited to the the price at which the Portfolio sold the security short,
or a loss, unlimited in magnitude, will be recognized upon the termination of a
short sale if the market price at termination is less than or greater than,
respectively, the proceeds originally received.
OPTIONS: The International Equity Portfolio, the International Bond
Portfolio, the Intermediate-Term Bond Portfolio, the Total Return Bond Portfolio
and the Mortgage-Backed Securities Portfolio may either purchase or write
options in order to hedge against adverse market movements or fluctuations in
value caused by changes in prevailing interest rates or foreign currency
exchange rates with respect to securities or currencies which the Portfolio
currently owns or intends to purchase.
- --------------------------------------------------------------------------------
B-96

<PAGE> 181

When the Portfolio purchases an option, it pays a premium and an amount equal to
that premium is recorded as an investment. When the Portfolio writes an option,
it receives a premium and an amount equal to that premium is recorded as a
liability. The investment or liability is adjusted daily to reflect the current
market value of the option. If an option expires unexercised, the Fund realizes
a gain or loss to the extent of the premium received or paid. If an option is
exercised, the premium received or paid is an adjustment to the proceeds from
the sale or the cost basis of the purchase in determining whether the Portfolio
has realized a gain or loss. The difference between the premium and the amount
received or paid on effecting a closing purchase or sale transaction is also
treated as a realized gain or loss. Gain or loss on purchased options is
included in net realized gain (loss) on investment transactions. Gain or loss on
written options is presented separately as net realized gain (loss) on written
option transactions.
The Portfolio, as writer of an option, has no control over whether the
underlying securities or currencies may be sold (called) or purchased (put). As
a result, the Portfolio bears the market risk of an unfavorable change in the
price of the security or currency underlying the written option. The Portfolio,
as purchaser of an option, bears the risk of the potential inability of the
counterparties to meet the terms of their contracts.
RECLASSIFICATION OF CAPITAL ACCOUNTS: The Fund accounts for and reports
distributions to shareholders in accordance with American Institute of Certified
Public Accountants (AICPA) Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain, and
Return of Capital Distributions by Investment Companies. The effect of applying
this Statement of Position on the International Bond Portfolio, Total Return
Bond Portfolio and Intermediate-Term Bond Portfolio was to reclassify
$(2,982,883), $(248,935) and $28,416, respectively, of net foreign currency
gains/losses to undistributed net investment income from accumulated net
realized gains (losses). The Large Capitalization Growth Portfolio reclassified
$12,653 of net operating losses and $8,632 of distributions in excess of
realized gains to paid-in capital in excess of par. The International Bond
Portfolio reclassified $1,275,393 of net operating losses to paid-in capital in
excess of par. In addition, the Small Capitalization Growth Portfolio
reclassified $558,010 of net operating losses to accumulated net realized gains.
The International Equity Portfolio increased undistributed net investment income
by $3,557,051, decreased accumulated net realized gains by $3,550,405 and
decreased paid-in capital by $6,646 for transactions involving foreign
securities and currencies. The Large Capitalization Growth Portfolio
reclassified $39,675 of dividends in excess of net investment income to paid-in
capital in excess of par. Lastly, the Small Capitalization Value Portfolio
reclassified $94,907 of dividends in excess of net investment income to
accumulated net realized gains (losses). Current year net investment income, net
realized gains (losses) and net assets were not affected by this statement.
DIVIDENDS AND DISTRIBUTIONS: The International Bond Portfolio, Total
Return Bond Portfolio, Intermediate-Term Bond Portfolio and Mortgage Backed
Securities Portfolio declare dividends of their net investment income daily and
pay such dividends monthly. The U.S. Government Money Market Portfolio declares
net investment income and any net capital gain (loss) daily and pays such
dividends monthly. Each other Portfolio declares and pays a dividend of its net
investment income, if any, at least annually. Each Portfolio except for the U.S.
Government Money Market Portfolio declares and pays its net capital gains, if
any, at least annually.
Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles.
TAXES: For federal income tax purposes, each portfolio in the Fund is
treated as a separate tax-paying entity. It is the intent of each portfolio to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its taxable net income
to its shareholders. Therefore, no federal income tax provision is required.
Withholding taxes on foreign interest and dividends have been provided for
in accordance with the Portfolios" understanding of the applicable country's tax
rules and rates.
DEFERRED ORGANIZATIONAL EXPENSES: A total of $279,000 was incurred in
connection with the organization of the Fund. These costs have been deferred and
are being amortized ratably over a period of sixty months from the date the
Portfolio commenced investment operations.

- ----------------------------------------------------------
NOTE 2. AGREEMENTS
The Fund has a management agreement with Prudential Investments Fund
Management LLC ("PIFM") pursuant to which PIFM manages the investment operations
of the Fund, administers the Fund's affairs and is responsible for the
selection, subject to review and approval of the Trustees, of the advisers. PIFM
supervises the advisers' performance of advisory services and makes
recommendations to the Trustees as to whether the advisers' contracts should be
renewed, modified or terminated. PIFM pays for the costs pursuant to the
advisory agreements, the cost of compensation of officers of the Fund, occupancy
and certain clerical and accounting costs of the Fund. The Fund bears all other
costs and expenses.
PIFM has subadvisory agreements with the advisers noted below pursuant to
which each adviser furnishes investment advisory services in connection with the
management of the Portfolios. Each of the two advisers of the domestic equity
Portfolios--the Large Capitalization Growth Portfolio, Large Capitalization
Value Portfolio, Small Capitalization Growth Portfolio and Small Capitalization
Value Portfolio--manages approximately 50% of the assets of the respective
Portfolio. In general, in order to maintain an approximately equal division of
assets between the two advisers, all daily cash inflows (i.e., subscriptions and
reinvested distributions) and outflows (i.e., redemptions and expenses items)
will be divided between the two advisers as PIFM deems it appropriate. In
addition, there will be a periodic rebalancing of each Portfolio's assets to
take account of market fluctuations in order to maintain the approximately equal
allocation. As a consequence, each Portfolio will allocate assets from the
better performing of the two advisers to the other.
- --------------------------------------------------------------------------------

B-97

<PAGE> 182

<TABLE>
<CAPTION>
PORTFOLIO ADVISER
- ----------------- ------------------------------------------
<S> <C>
Large
Capitalization
Growth......... Oak Associates and
Columbus Circle Investors
Large
Capitalization
Value.......... INVESCO MIM Inc. and
Hotchkis and Willey
Small
Capitalization
Growth......... Nicholas-Applegate Capital Management and
Investment Advisors, Inc.
Small
Capitalization
Value.......... Wood, Struthers & Winthrop and
Lazard Freres Asset Management
International
Equity......... Lazard Freres Asset Management
International
Bond........... Delaware International Advisers Ltd.
(effective August 28, 1997)
Total Return Bond
and
Intermediate-Term
Bond........... Pacific Investment Management Co.
Mortgage Backed
Securities and
U.S. Government
Money Market... Wellington Management Company, LLP
</TABLE>

The management fee paid PIFM is computed daily and payable monthly, at an
annual rate of the average daily net assets of the Portfolios specified below
and PIFM, in turn, pays each adviser a fee for its services.

<TABLE>
<CAPTION>
TOTAL
PORTFOLIO MANAGEMENT FEE ADVISER FEE
- ------------------------ -------------- -----------
<S> <C> <C>
Large Capitalization
Growth................ .60% .30%
Large Capitalization
Value................. .60% .30%
Small Capitalization
Growth................ .60% .30%
Small Capitalization
Value................. .60% .30%
International Equity.... .70% .40%
International Bond...... .50% .30%
Total Return Bond....... .45% .25%
Intermediate-Term
Bond.................. .45% .25%
Mortgage Backed
Securities............ .45% .25%
U.S. Government Money
Market................ .25% .125%
</TABLE>

The Fund has entered into a distribution agreement with Prudential
Securities Incorporated ("PSI") for distribution of the Fund's shares. PSI
serves the Fund without compensation.
PIFM and PSI are indirect, wholly-owned subsidiaries of The Prudential
Insurance Company of America.
- ----------------------------------------------------------
NOTE 3. OTHER TRANSACTIONS
WITH AFFILIATES

Prudential Mutual Fund Services LLC ("PMFS"), a wholly owned subsidiary of
PIFM, serves as the Fund's transfer agent. The following amounts represent the
fees PMFS charged for the year ended December 31, 1997 as well as the fees due
PMFS as of December 31, 1997.

<TABLE>
<CAPTION>
AMOUNT INCURRED
FOR THE AMOUNT DUE
YEAR ENDED AS OF
DECEMBER 31, DECEMBER 31,
PORTFOLIO 1997 1997
- ------------------------ ---------------- ------------
<S> <C> <C>
Large Capitalization
Growth................ $ 87,300 $7,100
Large Capitalization
Value................. 88,000 7,200
Small Capitalization
Growth................ 87,400 7,100
Small Capitalization
Value................. 84,100 6,900
International Equity.... 87,100 7,000
International Bond...... 30,300 2,400
Total Return Bond....... 33,200 2,700
Intermediate-Term
Bond.................. 37,800 3,000
Mortgage Backed
Securities............ 43,400 3,400
U.S. Government Money
Market................ 9,300 900
</TABLE>

For the year ended December 31, 1997, PSI earned approximately $9,334 in
brokerage commissions on behalf of certain portfolio transactions executed with
the Large Capitalization Value Portfolio.

- ----------------------------------------------------------
NOTE 4. PORTFOLIO SECURITIES

Purchases and sales of portfolio securities, excluding short-term
investments and written options, for the year ended December 31, 1997 were as
follows:

<TABLE>
<CAPTION>
PORTFOLIO PURCHASES SALES
- ---------------------------- ------------ ------------
<S> <C> <C>
Large Capitalization
Growth.................... $189,488,095 $210,723,828
Large Capitalization
Value..................... 52,830,300 66,997,739
Small Capitalization
Growth.................... 158,137,058 167,550,745
Small Capitalization
Value..................... 49,555,710 52,939,930
International Equity........ 86,547,542 120,866,123
International Bond.......... 64,578,523 67,568,433
Total Return Bond........... 160,447,671 150,674,655
Intermediate-Term Bond...... 182,809,187 165,997,214
Mortgage Backed
Securities................ 92,531,517 89,152,151
</TABLE>

The federal income tax basis and unrealized appreciation/depreciation of
each of the Portfolios' investments, excluding written options as of December
31, 1997, were as follows:

<TABLE>
<CAPTION>
NET
UNREALIZED
APPRECIATION GROSS UNREALIZED
PORTFOLIO BASIS (DEPRECIATION) APPRECIATION DEPRECIATION
- ------------- ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C>
Large
Capitalization
Growth..... $178,382,309 $67,309,217 $75,542,367 $ 8,233,150
Large
Capitalization
Value...... 186,749,892 89,203,690 91,809,014 2,605,324
Small
Capitalization
Growth..... 135,387,817 33,322,610 40,520,119 7,197,509
Small
Capitalization
Value...... 124,469,201 39,855,878 42,369,158 2,513,280
International
Equity..... 204,795,753 32,440,058 47,880,782 15,440,724
International
Bond....... 30,650,323 (566,957) 323,603 890,560
Total Return
Bond....... 61,225,734 885,349 914,986 29,637
Intermediate-Term
Bond....... 110,994,083 771,785 850,566 78,781
Mortgage
Backed
Securities.. 68,892,292 2,413,464 2,511,314 97,850
</TABLE>
- --------------------------------------------------------------------------------
B-98

<PAGE> 183

For federal income tax purposes, the Mortgage Backed Securities Portfolio
had a capital loss carryforward as of December 31, 1997 of approximately
$1,083,600 which expires in 2002. Such carryforward is after utilization of
approximately $193,800 of net taxable gains realized and recognized during the
year ended December 31, 1997. Accordingly, no capital gain distributions are
expected to be paid to shareholders of the Mortgage Backed Securities Portfolio
until future net gains have been realized in excess of such carryforward. In
addition, the International Bond Portfolio and the International Equity
Portfolio are electing to treat net currency losses of approximately $165,700
and $60,668, respectively, and the Large Capitalization Growth Portfolio is
electing to treat net capital losses of approximately $3,715,800 incurred in the
two-month period ended December 31, 1997 as having been incurred in the
following year.
At December 31, 1997, the Total Return and Intermediate-Term Bond
Portfolios bought 112 and 300 financial futures contracts, respectively, on U.S.
Treasury Bonds expiring on March 20, 1998.
The unrealized appreciation on such contracts as of December 31, 1997 were
as follows:

<TABLE>
<CAPTION>
VALUE ON
VALUE AT DECEMBER 31, UNREALIZED
PORTFOLIO ACQUISITION 1997 APPRECIATION
- ---------------------- ----------- ------------ --------------
<S> <C> <C> <C>
Total Return Bond..... $12,494,750 $12,505,000 $ 10,250
Intermediate-Term
Bond................ 33,070,250 33,206,625 136,375
</TABLE>

At December 31, 1997, the International Bond Portfolio had outstanding
forward currency contracts to sell foreign currencies, as follows:

<TABLE>
<CAPTION>
VALUE AT
FOREIGN CURRENCY SETTLEMENT DATE CURRENT
SALE CONTRACTS RECEIVABLE VALUE APPRECIATION
- -------------------- --------------- ---------- --------------
<S> <C> <C> <C>
Canadian Dollars,
expiring
1/30/98........... $ 947,764 $ 943,054 $ 4,710
German
Deutschemarks,
expiring
2/27/98........... 3,203,569 3,123,161 80,408
New Zealand Dollars,
expiring
1/30/98........... 3,150,250 3,094,750 55,500
--------------- ---------- --------------
$ 7,301,583 $7,160,965 $140,618
=============== ========== ==============
</TABLE>

At December 31, 1997, the Total Return Bond Portfolio had outstanding
forward currency contracts to sell foreign currencies, as follows:

<TABLE>
<CAPTION>
VALUE AT
FOREIGN CURRENCY SETTLEMENT DATE CURRENT
SALE CONTRACTS RECEIVABLE VALUE APPRECIATION
- ---------------------- --------------- ---------- --------------
<S> <C> <C> <C>
German Deutschemarks,
expiring 1/22/98.... $ 2,464,663 $2,431,474 $ 33,189
=============== ========== =======
</TABLE>

At December 31, 1997, the Intermediate-Term Bond Portfolio had outstanding
forward currency contracts, both to purchase and sell foreign currencies, as
follows:
<TABLE>
<CAPTION>
VALUE AT
FOREIGN CURRENCY SETTLEMENT DATE CURRENT
PURCHASE CONTRACTS PAYABLE VALUE DEPRECIATION
- ---------------------- --------------- ---------- --------------
<S> <C> <C> <C>
Canadian Dollars,
expiring 3/11/98.... $ 1,566,722 $1,505,686 $(61,036)
=============== ========== ==============

<CAPTION>
VALUE AT
FOREIGN CURRENCY SETTLEMENT DATE CURRENT
SALE CONTRACTS RECEIVABLE VALUE APPRECIATION
- ---------------------- --------------- ---------- --------------
<S> <C> <C> <C>
Canadian Dollars,
expiring 3/11/98.... $ 1,598,779 $1,505,686 $ 93,093
German Deutschemarks
expiring 1/22/98.... 4,921,988 4,855,710 66,278
--------------- ---------- --------------
$ 6,520,767 $6,361,396 $159,371
=============== ========== ==============
</TABLE>

Transactions in options written during the year ended December 31, 1997,
were as follows:
<TABLE>
<CAPTION>
NUMBER OF PREMIUMS
INTERNATIONAL BOND PORTFOLIO CONTRACTS RECEIVED
- -------------------------------------- --------- --------
<S> <C> <C>
Options outstanding at December 31,
1996................................ -- --
Options written....................... 4,670 $31,872
Options terminated in closing purchase
transactions........................ (4,670) (31,872)
--------- --------
Options outstanding at December 31,
1997................................ -- $ --
========= ========

NUMBER OF PREMIUMS
INTERMEDIATE-TERM BOND PORTFOLIO CONTRACTS RECEIVED
- -------------------------------------- --------- --------
<S> <C> <C>
Options outstanding at December 31,
1996................................ -- $ --
Options written....................... 68 22,494
Options expired....................... (68) (22,494)
--------- --------
Options outstanding at December 31,
1997................................ -- $ --
========= ========
<CAPTION>

NUMBER OF PREMIUMS
MORTGAGE BACKED SECURITIES PORTFOLIO CONTRACTS RECEIVED
- -------------------------------------- --------- --------
<S> <C> <C>
Options outstanding at December 31,
1996................................ 50 $24,494
Options written....................... 80 19,190
Options terminated in closing purchase
transactions........................ (130) (43,684)
--------- --------
Options outstanding at December 31,
1997................................ -- $ --
========= ========
<CAPTION>

NUMBER OF PREMIUMS
TARGET TOTAL RETURN CONTRACTS RECEIVED
- -------------------------------------- --------- --------
<S> <C> <C>
Options outstanding at December 31,
1996................................ -- $ --
Options written....................... 38 12,577
Options terminated in closing purchase
transactions........................ -- --
Options expired....................... (38) (12,577)
--------- --------
Options outstanding at December 31,
1997................................ -- $ --
========= ========
</TABLE>
- --------------------------------------------------------------------------------

B-99

<PAGE> 184

- --------------------------------------------------------------------------------
NOTE 5. CAPITAL

The Fund has authorized an unlimited number of shares of beneficial
interest at $.001 par value per share. Of the shares outstanding at December 31,
1997, PIFM owned 1,125 shares of each portfolio, except for the International
Bond Portfolio, of which it owned 244,851 shares.

Transactions in shares of beneficial interest during the year ended
December 31, 1997 were as follows:

<TABLE>
<CAPTION>
SHARES
ISSUED IN
REINVESTMENT INCREASE/
OF DIVIDENDS (DECREASE)
SHARES AND SHARES IN SHARES
PORTFOLIO SOLD DISTRIBUTIONS REACQUIRED OUTSTANDING
- -------------------------------------- ------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Large Capitalization Growth
Portfolio........................... 3,273,409 2,367,133 (4,709,116) 931,426
Large Capitalization Value
Portfolio........................... 3,430,654 1,783,097 (4,539,037) 674,714
Small Capitalization Growth
Portfolio........................... 2,375,813 1,448,105 (3,049,714) 774,204
Small Capitalization Value
Portfolio........................... 2,564,741 1,051,562 (2,602,621) 1,013,682
International Equity Portfolio........ 23,121,459 2,177,188 (24,872,919) 425,728
International Bond Portfolio.......... 1,097,817 157,365 (1,963,982) (708,800)
Total Return Bond Portfolio........... 1,432,562 273,531 (1,719,713) (13,620)
Intermediate-Term Bond Portfolio...... 2,836,650 620,854 (4,075,790) (618,286)
Mortgage Backed Securities Portfolio.. 1,308,386 354,474 (2,049,370) (386,510)
</TABLE>

Transactions in shares of beneficial interest during the year ended
December 31, 1996 were as follows:

<TABLE>
<CAPTION>
SHARES
ISSUED IN
REINVESTMENT
OF DIVIDENDS INCREASE
SHARES AND SHARES IN SHARES
PORTFOLIO SOLD DISTRIBUTIONS REACQUIRED OUTSTANDING
- -------------------------------------- ------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Large Capitalization Growth
Portfolio........................... 5,104,185 1,992,947 (4,916,826) 2,180,306
Large Capitalization Value
Portfolio........................... 4,977,765 1,077,960 (4,680,804) 1,374,921
Small Capitalization Growth
Portfolio........................... 3,362,005 1,099,203 (3,168,065) 1,293,143
Small Capitalization Value
Portfolio........................... 3,200,088 356,460 (2,704,301) 852,247
International Equity Portfolio........ 24,759,385 913,832 (23,486,609) 2,186,608
International Bond Portfolio.......... 1,851,839 170,401 (1,313,693) 708,547
Total Return Bond Portfolio........... 1,977,896 356,327 (1,796,916) 537,307
Intermediate-Term Bond Portfolio...... 4,363,436 539,430 (2,495,825) 2,407,041
Mortgage Backed Securities Portfolio.. 2,108,789 378,715 (2,018,658) 468,846
</TABLE>
- --------------------------------------------------------------------------------
B-100

<PAGE> 185

THE TARGET PORTFOLIO TRUST
REPORT OF INDEPENDENT ACCOUNTANTS

The Shareholders and Trustees of
The Target Portfolio Trust:

In our opinion, the accompanying statements of assets and liabilities,
including the portfolios of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of the 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 and U.S. Government Money Market Portfolio (constituting The Target
Portfolio Trust, hereafter referred to as the "Trust") at December 31, 1997, the
results of each of their operations, the changes in each of their net assets,
and each of their financial highlights for the year ended December 31, 1997, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1997 by correspondence with the custodian and brokers and the
application of alternative auditing procedures where confirmations from brokers
were not received, provide a reasonable basis for our opinion expressed above.
The accompanying statement of changes in net assets for the year ended December
31, 1996, and financial highlights for the period May 7, 1994 through December
31, 1996 for the International Bond Portfolio and January 5, 1993 through
December 31, 1996 for each of the other nine portfolios, were audited by other
independent accountants, whose opinion dated February 21, 1997 was unqualified.

PRICE WATERHOUSE LLP
New York, New York
February 25, 1998
- --------------------------------------------------------------------------------
B-101

<PAGE> 186

THE TARGET PORTFOLIO TRUST
CHANGE OF AUDITORS

Effective March 1, 1997, Deloitte & Touche LLP was terminated as the Fund's
independent auditors. For the years ended December 31, 1993 through December 31,
1996, Deloitte & Touche LLP expressed an unqualified opinion on the Fund's
financial statements. There were no disagreements between Fund management and
Deloitte & Touche LLP prior to their termination. The Board of Trustees approved
the termination of Deloitte & Touche LLP and the appointment of Price Waterhouse
LLP as the Fund's independent accountants.
- --------------------------------------------------------------------------------
B-102

<PAGE> 187

INDEPENDENT AUDITORS' REPORT

THE SHAREHOLDERS AND TRUSTEES OF THE TARGET PORTFOLIO TRUST:

We have audited the accompanying statement of changes in net assets of The
Target Portfolio Trust (the "Trust") consisting of the 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 and U.S.
Government Money Market Portfolio for the year ended December 31, 1996, and the
financial highlights contained in the prospectus for each of the years in the
three year period ended December 31, 1996 and for the period January 5, 1993
(commencement of operations) to December 31, 1993. This financial statement and
these financial highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on this financial statement and these
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statement and financial highlights present
fairly, in all material respects, the changes in net assets and the financial
highlights of The Target Portfolio Trust for the respective stated periods in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP
New York, New York
February 21, 1997

B-103
<PAGE> 188

APPENDIX I -- HISTORICAL PERFORMANCE DATA

The historical performance data contained in this Appendix relies on data
obtained from statistical services, reports and other services believed by the
Manager to be reliable. The information has not been independently verified by
the Manager.

This chart illustrates that large pension plans use the methods listed in
the percentages indicated for the period December 1977 through December 1987.

HOW YOU ALLOCATE YOUR ASSETS
MAINLY DETERMINES YOUR RETURN

(BASED ON A STUDY OF LARGE PENSION PLANS)

<TABLE>
<CAPTION>
[PIE CHART]
<S> <C>
SECURITY SELECTION/OTHER........................ 6.7%
ASSET ALLOCATION................................ 91.5%
MARKET TIMING................................... 1.8%
</TABLE>

Source: Financial Analysts Journal, May/June 1991: "Deteminants of
Portfolio Performance II: An Update," by Gary Brinson, Brian Singer and Gilbert
Beebower. Results are based on the 10-year performance records of 82 pension
funds. The study updates and supports a similar study done in 1986. This chart
is for illustrative purposes only and is not indicative of the past, present, or
future performance of any TARGET Portfolio.
I-1
<PAGE> 189

This chart shows the long-term performance of various asset classes and the
rate of inflation.

EACH INVESTMENT PROVIDES A DIFFERENT OPPORTUNITY

(VALUE OF $1 INVESTED ON 12/31/25 THROUGH 12/31/97)

<TABLE>
<CAPTION>
[BAR CHART]
<S> <C>
Inflation....................................... $ 9
T-Bills......................................... $ 14
Bonds........................................... $ 34
Common Stocks................................... $1,371
Small Stocks.................................... $4,496
</TABLE>

Source: "Stocks, Bonds, Bills, and Inflation 1998 Yearbook,(TM) " Ibbotson
Associates, annually updates work by Roger Ibbotson and Rex Sinquefeld. Used
with permission. This chart is for illustrative purposes only and is not
indicative of the past, present, or future performance of any TARGET Portfolio.

Generally, stock returns are due to capital appreciation and reinvesting
any gains. Bond returns are due mainly to reinvesting interest. Also, stock
prices usually are more volatile than bond prices over the long-term.

SMALL STOCK returns for 1926-1980 are those of stocks comprising the 5th
quintile of the New York Stock Exchange. For 1981 through 1997, returns are
those of the Dimensional Fund Advisors (DFA) Small Company Fund, which is a
market-value-weighted index of the ninth and tenth deciles of the New York Stock
Exchange (NYSE), plus stocks listed on the American Stock Exchange and over-the-
counter with the same or less capitalization as the upper bound of the NYSE
decile.

COMMON STOCK returns are based on the S&P 500 Composite Index, a
market-weighted, unmanaged index of 500 stocks (currently) in a variety of
industries. It is often used as a broad measure of stock market performance.

LONG-TERM GOVERNMENT BOND returns are measured using a constant one-bond
portfolio with a maturity of roughly 20 years.

TREASURY BILL returns are for a one-month bill. Treasuries are guaranteed
by the government as to the timely payment of principal and interest; equities
are not.

INFLATION is measured by the consumer price index (CPI).

I-2
<PAGE> 190

The following chart shows the performance of a hypothetical investment in
the following stock indices for the period indicated.

DIFFERENT TYPES OF STOCKS, DIFFERENT RETURNS

VALUE OF $1 INVESTED ON 12/31/69

<TABLE>
<CAPTION>
[BAR CHART]
<S> <C>
Common Stock.................................... $22.83
Small Stocks.................................... $35.62
Foreign Stocks.................................. $26.41
</TABLE>

SMALL STOCK performance for the beginning of the period through 1980 is
based on the returns of stocks making up the 5th quintile of the New York Stock
Exchange (NYSE) and, for 1981-1997, is based on the returns of the DFA Small
Company Fund, which is a market-value-weighted index of the ninth and tenth
deciles of the NYSE, plus stocks listed on the American Stock Exchange and
over-the-counter with the same or less capitalization as the upper bound of the
NYSE decile.

FOREIGN STOCK returns are represented by the Morgan Stanley Capital
International Europe Australia Far East (EAFE) index, a common measure of
foreign stock performance. It is a market-weighted index of 20 countries.

Geometric Returns are through 1997. Generally, returns of foreign stocks
are more volatile than those of common or small stocks.

This chart is for illustrative purposes only and is not indicative of the
past, present, or future performance of any TARGET Portfolio.

Source: Lipper Analytical Services.

I-3
<PAGE> 191

This chart shows the performance of a hypothetical investment in short-term
U.S. Government securities adjusted for inflation for the period from January 1,
1997 through December 31, 1997.

TOO MANY SHORT-TERM SECURITIES
MAY NOT MAKE SENSE

INFLATION AND TAXES CAN ERODE YOUR INVESTMENT

<TABLE>
<S> <C>
Initial investment.......................................... $ 10,000
Interest income: 5.26%...................................... 526
Tax paid on interest (assumes 31% tax rate)................. -163
-------------
Net interest income......................................... 363
Adjust for 1.7% inflation................................... -170
Net investment.............................................. $ 10,193
-------------
</TABLE>

THE INVESTOR'S NET RETURN WAS ONLY 1.93%!

1997 Salomon Brothers 30-day T-bill return used for short-term interest
rate. Federal tax rate of 31% and 1997 inflation rate (CPI) were used.
Short-term rates can fluctuate.

Past performance is no guarantee of future results. This hypothetical
example is provided for informational purposes only. It is not intended to
represent any specific investment and is not indicative of past, present, or
future performance of any TARGET Portfolio.

I-4
<PAGE> 192

Each bar shows the best
and worst annualized return for
the specified holding periods
through 1997. For example, the
best one-year return occurred
in 1933 and the worst 10-year
annualized return occurred from
1929-1938. The first holding
period started on 12/31/25 and
the first 20-year period ended
on 12/31/45.

Common stock returns are
based on the S&P 500 Composite
Index, a market-weighted,
unmanaged index of 500 stocks
(currently) in a variety of
industries. It is often used as
a broad measure of stock market
performance.

This chart is for
illustrative purposes only and
is not indicative of the past,
present, or future performance
of any TARGET Portfolio.

Source: "Stocks, Bonds,
Bills, and Inflation 1998
Yearbook,(TM)" Ibbotson
Associates, annually updates
work by Roger Ibbotson and Rex
Sinquefeld. Used with
permission.

TIME REDUCES YOUR RISK
BEST AND WORST ANNUALIZED RETURNS OF THE S&P

<TABLE>
<CAPTION>
[BAR CHART]
<S> <C> <C>
1 YEAR.................................... 1931 -45%
1933 55%
5 YEARS................................... 1929-32 -12%
1950-54 23%
10 YEARS.................................. 1929-38 -02%
1949-58 20%
20 YEARS.................................. 1929-48 04%

1942-61 17%
</TABLE>

I-5
<PAGE> 193

This graph represents the historical risk and return possibilities of
hypothetical blends of investments in the described indices for the period
indicated.

FOREIGN STOCKS CAN ADD VALUE

<TABLE>
<CAPTION>
PORTFOLIO WEIGHT PORTFOLIO PORTFOLIO
MSCI EAFE S&P 500 RISK RETURN
- ---------------- --------- --------- ------
<S> <C> <C> <C>
100% 0% 22.15% 13.26%
90% 10% 20.81% 13.33%
80% 20% 19.58% 13.36%
70% 30% 18.48% 13.37%
60% 40% 17.53% 13.34%
50% 50% 16.77% 13.29%
40% 60% 16.21% 13.21%
30% 70% 15.88% 13.09%
20% 80% 15.79% 12.94%
10% 90% 15.95% 12.76%
0% 100% 16.35% 12.55%
</TABLE>

Adding foreign stocks to a portfolio of U.S. stocks can increase the
portfolio's return and, to an extent, reduce the volatility of its annualized
returns. For example, note the higher return and lower risk of the 80/20 blend
compared to the 100% U.S. stock portfolio. There is no guarantee that this
relationship will hold in the future, however.

This chart was constructed using the Morgan Stanley Capital International
Europe Australia Far East (EAFE) Index, a market-weighted index of 20 countries
that is a common measure of foreign stock performance, and the arithmetic
returns of the S&P 500 Composite Index, a market-weighted, unmanaged index of
500 stocks (currently) in a variety of industries. The S&P Composite 500 is
often used as a broad measure of stock market performance. The chart covers the
25-year period ended 12/31/97. The chart is not meant to demonstrate the future
performance of either type of stock and is for illustrative purposes only. Also,
it is not indicative of the past, present, or future performance of any TARGET
Portfolio.

I-6
<PAGE> 194

APPENDIX II -- GENERAL INVESTMENT INFORMATION

The following terms are used in mutual fund investing.

ASSET ALLOCATION

Asset allocation is a technique for reducing risk, providing balance. Asset
allocation among different types of securities within an overall investment
portfolio helps to reduce risk and to potentially provide stable returns, while
enabling investors to work toward their financial goal(s). Asset allocation is
also a strategy to gain exposure to better performing asset classes while
maintaining investment in other asset classes.

DIVERSIFICATION

Diversification is a time-honored technique for reducing risk, providing
"balance" to an overall portfolio and potentially achieving more stable returns.
Owning a portfolio of securities mitigates the individual risks (and returns) of
any one security. Additionally, diversification among types of securities
reduces the risks and (general returns) of any one type of security.

DURATION

Debt securities have varying levels of sensitivity to interest rates. As
interest rates fluctuate, the value of a bond (or a bond portfolio) will
increase or decrease. Longer term bonds are generally more sensitive to changes
in interest rates. When interest rates fall, bond prices generally rise.
Conversely, when interest rates rise, bond prices generally fall.

Duration is an approximation of the price sensitivity of a bond (or a bond
portfolio) to interest rate changes. It measures the weighted average maturity
of a bond's (or a bond portfolio's) cash flows, i.e., principal and interest
rate payments. Duration is expressed as a measure of time in years -- the longer
the duration of a bond (or a bond portfolio), the greater the impact of interest
rate changes on the bond's (or the bond portfolio's) price. Duration differs
from effective maturity in that duration takes into account call provisions,
coupon rates and other factors. Duration measures interest rate risk only and
not other risks, such as credit risk and, in the case of non-U.S. dollar
denominated securities, currency risk. Effective maturity measures the final
maturity dates of a bond (or a bond portfolio).

MARKET TIMING

Market timing -- buying securities when prices are low and selling them
when prices are relatively higher -- may not work for many investors because it
is impossible to predict with certainty how the price of a security will
fluctuate. However, owning a security for a long period of time may help
investors offset short-term price volatility and realize positive returns.

POWER OF COMPOUNDING

Over time, the compounding of returns can significantly impact investment
returns. Compounding is the effect of continuous investment on long-term
investment results, by which the proceeds of capital appreciation (and income
distributions, if elected) are reinvested to contribute

II-1
<PAGE> 195

to the overall growth of assets. The long-term investment results of compounding
may be greater than that of an equivalent initial investment in which the
proceeds of capital appreciation and income distributions are taken in cash.

STANDARD DEVIATION

Standard deviation is an absolute (non-relative) measure of volatility
which, for a mutual fund, depicts how widely the returns varied over a certain
period of time. When a fund has a high standard deviation, its range of
performance has been very wide, implying greater volatility potential. Standard
deviation is only one of several measures of a fund's volatility.

II-2
<PAGE> 196

APPENDIX III--INFORMATION RELATING TO PRUDENTIAL

Set forth below is information relating to The Prudential Insurance Company
of America (Prudential) and its subsidiaries as well as information relating to
the Prudential Mutual Funds. See "Management of the Fund--Manager" in the
Prospectus. The data will be used in sales materials relating to the Prudential
Mutual Funds. Unless otherwise indicated, the information is as of December 31,
1996 and is subject to change thereafter. All information relies on data
provided by The Prudential Investment Corporation (PIC) or from other sources
believed by the Manager to be reliable. Such information has not been verified
by the Trust.

INFORMATION ABOUT PRUDENTIAL

The Manager and PIC(1) are subsidiaries of Prudential, which is one of the
largest diversified financial services institutions in the world and, based on
total assets, the largest insurance company in North America as of December 31,
1997. Principal products and services include life and health insurance, other
healthcare products, property and casualty insurance, securities brokerage,
asset management, investment advisory services and real estate brokerage.
Prudential (together with its subsidiaries) employs almost 79,000 persons
worldwide, and maintains a sales force of approximately 10,100 agents and 6,500
domestic and international financial advisors. Prudential is a major issuer of
annuities, including variable annuities. Prudential seeks to develop innovative
products and services to meet consumer needs in each of its business areas.
Prudential uses the Rock of Gibraltar as its symbol. The Prudential rock is a
recognized brand name throughout the world.

Insurance. Prudential has been engaged in the insurance business since
1875. It insures or provides financial services to nearly 40 million people
worldwide. Long one of the largest issuers of life insurance, the Prudential has
25 million life insurance policies in force today with a face value of almost $1
trillion. Prudential has the largest capital base ($12.3 billion) of any life
insurance company in the United States. Prudential provides auto insurance for
approximately 1.5 million cars and insures approximately 1.2 million homes.

Money Management. The Prudential is one of the largest pension fund
managers in the country, providing pension services to 1 in 3 Fortune 500 firms.
It manages $36 billion of individual retirement plan assets, such as 401(k)
plans. As of December 31, 1997, Prudential had more than $370 billion in assets
under management. Prudential Investments, a business group of Prudential (of
which Prudential Mutual Funds is a key part), manages over $211 billion in
assets of institutions and individuals. In Pension & Investments, May 12, 1997,
Prudential was ranked third in terms of total assets under management.

Real Estate. The Prudential Real Estate Affiliates, the fourth largest
real estate brokerage network in the United States, has more than 37,000 brokers
and agents and more than 1,100 offices throughout the United States.(2)

- ---------------

1 PIC serves as the Subadviser to substantially all of the Prudential Mutual
Funds. Wellington Management Company serves as the subadviser to Global
Utility Fund, Inc., Nicholas-Applegate Capital Management as the subadviser to
Nicholas-Applegate Fund, Inc., Jennison Associates LLC as the subadviser to
Prudential Jennison Series Fund, Inc. and Mercator Asset Management, LP as the
subadviser to The International Stock Series, a portfolio of Prudential World
Fund, Inc. There are multiple subadvisers for The Target Portfolio Trust.

2 As of December 31, 1996.
III-1
<PAGE> 197

Healthcare. Over two decades ago, Prudential introduced the first
federally-funded, for-profit HMO in the country. Today, approximately 4.6
million Americans receive healthcare from a Prudential managed care membership.

Financial Services. The Prudential Savings Bank FSB, a wholly-owned
subsidiary of the Prudential, has over $1 billion in assets and serves nearly
1.5 million customers across 50 states.

INFORMATION ABOUT THE PRUDENTIAL MUTUAL FUNDS

As of December 31, 1997 Prudential Investments Fund Management was the
eighteenth largest mutual fund company in the country, with over 2.5 million
shareholders invested in more than 50 mutual fund portfolios and variable
annuities with more than 3.7 million shareholder accounts.

The Prudential Mutual Funds have over 30 portfolio managers who manage over
$55 billion in mutual fund and variable annuity assets. Some of Prudential's
portfolio managers have over 20 years of experience managing investment
portfolios.

From time to time, there may be media coverage of portfolio managers and
other investment professionals associated with the Manager and the subadvisers
in national and regional publications, on television and in other media.
Additionally, individual mutual fund portfolios are frequently cited in surveys
conducted by national and regional publications and media organizations such as
The Wall Street Journal, The New York Times, Barron's and USA Today.

Equity Funds. Forbes magazine listed Prudential Equity Fund among twenty
mutual funds on its Honor Roll in its mutual fund issue of August 28, 1995.
Honorees are chosen annually among mutual funds (excluding sector funds) which
are open to new investors and have had the same management for at least five
years. Forbes considers, among other criteria, the total return of a mutual fund
in both bull and bear markets as well as a fund's risk profile. Prudential
Equity Fund is managed with a "value" investment style by PIC. In 1995,
Prudential Securities introduced Prudential Jennison Series Fund, Inc., a
growth-style equity fund managed by Jennison Associates LLC, a premier
institutional equity manager and a subsidiary of Prudential.

High Yield Funds. Investing in high yield bonds is a complex and research
intensive pursuit. A separate team of high yield bond analysts monitors
approximately 200 issues held in the Prudential High Yield Fund (currently the
largest fund of its kind in the country) along with 100 or so other high yield
bonds, which may be considered for purchase.(3) Non-investment grade bonds, also
known as junk bonds or high yield bonds, are subject to a greater risk of loss
of principal and interest including default risk than higher-rated bonds.
Prudential high yield portfolio managers and analysts meet face-to-face with
almost every bond issuer in the High Yield Fund's portfolio annually, and have
additional telephone contact throughout the year.

Prudential's portfolio managers are supported by a large and sophisticated
research organization. Fourteen investment grade bond analysts monitor the
financial viability of approximately 1,750 different bond issuers in the
investment grade corporate and municipal bond markets--from IBM to small
municipalities, such as Rockaway Township, New Jersey. These analysts consider
among other things sinking fund provisions and interest coverage ratios.

- ---------------

3 As of December 31, 1996. The number of bonds and the size of the Fund are
subject to change.
III-2
<PAGE> 198

Prudential's portfolio managers and analysts receive research services from
almost 200 brokers and market service vendors. They also receive nearly 100
trade publications and newspapers--from Pulp and Paper Forecaster to Women's
Wear Daily--to keep them informed of the industries they follow.

Prudential Mutual Funds' traders scan over 100 computer monitors to collect
detailed information on which to trade. From natural gas prices in the Rocky
Mountains to the results of local municipal elections, a Prudential portfolio
manager or trader is able to monitor it if it's important to a Prudential Mutual
Fund.

Prudential Mutual Funds trade approximately $31 billion in U.S. and foreign
government securities a year. PIC seeks information from government policy
makers. In 1995, Prudential's portfolio managers met with several senior U.S.
and foreign government officials, on issues ranging from economic conditions in
foreign countries to the viability of index-linked securities in the United
States.

Prudential Mutual Funds' portfolio managers and analysts met with over
1,200 companies in 1995, often with the Chief Executive Officer (CEO) or Chief
Financial Officer (CFO). They also attended over 250 industry conferences.

Prudential Mutual Fund global equity managers conducted many of their
visits overseas, often holding private meetings with a company in a foreign
language (our global equity managers speak 7 different languages, including
Mandarin Chinese).

Trading Data.(4) On an average day, Prudential Mutual Funds' U.S. and
foreign equity trading desks traded $77 million in securities representing over
3.8 million shares with nearly 200 different firms. Prudential Mutual Funds'
bond trading desks traded $157 million in government and corporate bonds on an
average day. That represents more in daily trading than most bond funds tracked
by Lipper even have in assets.(5) Prudential Mutual Funds' money market desk
traded $3.2 billion in money market securities on an average day, or over $800
billion a year. They made a trade every 3 minutes of every trading day. In 1994,
the Prudential Mutual Funds effected more than 40,000 trades in money market
securities and held on average $20 billion of money market securities.(6)

Based on complex-wide data, on an average day, over 7,250 shareholders
telephoned Prudential Mutual Fund Services LLC, the Transfer Agent of the
Prudential Mutual Funds, on the Prudential Mutual Funds' toll-free number. On an
annual basis, that represents approximately 1.8 million telephone calls
answered.

INFORMATION ABOUT PRUDENTIAL SECURITIES

Prudential Securities is the fifth largest retail brokerage firm in the
United States with approximately 6,000 financial advisors. It offers to its
clients a wide range of products, including Prudential Mutual Funds and
annuities. As of December 31, 1997, assets held by Prudential Securities for its
clients approximated $235 billion. During 1997, approximately 29,000 new
customer accounts were opened each month at PSI.(7)

- ---------------

4 Trading data represents average daily transactions for portfolios of the
Prudential Mutual Funds for which PIC serves as the subadviser, portfolios of
the Prudential Series Fund and institutional and non-US accounts managed by
Prudential Investments, a business group of PIC, for the year ended December
31, 1995.

5 Based on 669 funds in Lipper Analytical Services categories of Short U.S.
Treasury, Short U.S. Government, Intermediate U.S. Treasury, Intermediate U.S.
Government, Short Investment Grade Debt, Intermediate Investment Grade Debt,
General U.S. Treasury, General U.S. Government and Mortgage funds.

6 As of December 31, 1994.

7 As of December 31, 1997.
III-3
<PAGE> 199

Prudential Securities has a two-year Financial Advisor training program
plus advanced education programs, including Prudential Securities "university,"
which provides advanced education in a wide array of investment areas.
Prudential Securities is the only Wall Street firm to have its own in-house
Certified Financial Planner (CFP) program.

In 1995, Prudential Securities' equity research team ranked 8th in
Institutional Investor magazine's 1995 "All America Research Team" survey. Three
Prudential Securities analysts were ranked as first-team finishers.(8)

In addition to training, Prudential Securities provides its financial
advisors with access to firm economists and market analysts. It has also
developed proprietary tools for use by financial advisors, including the
Financial Architect(SM), a state-of-the-art asset allocation software program
which helps financial advisors to evaluate a client's objectives and overall
financial plan, and a comprehensive mutual fund information and analysis system
that compares different mutual funds.

For more complete information about any of the Prudential Mutual Funds,
including charges and expenses, call your Prudential Securities financial
adviser or Pruco/Prudential representative for a free prospectus. Read it
carefully before you invest or send money.

- ---------------

8 On an annual basis, Institutional Investor magazine surveys more than 700
institutional money managers, chief investment officers and research
directors, asking them to evaluate analysts in 76 industry sectors. Scores are
produced by taking the number of votes awarded to an individual analyst and
weighting them based on the size of the voting institution. In total, the
magazine sends its survey to approximately 2,000 institutions and a group of
European and Asian institutions.
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APPENDIX IV

GLOSSARY OF INDICES

U.S. LARGE CAP STOCKS (S&P 500) -- The S&P 500 is a capital-weighted index
representing the aggregate market value of the common equity of 500 stocks
primarily traded on the New York Stock Exchange. The S&P 500 is an unmanaged
index.

U.S. SMALL CAP STOCKS (RUSSELL 2000) -- The Russell 2000 Index is a stock market
index comprised of the 2000 smallest U.S. domiciled publicly traded common
stocks that are included in the Russell 3000 Index. These common stocks
represent 10% of the total market capitalization of the Russell 3000 Index
which, in turn, represents approximately 98% of the publicly traded U.S. equity
market.

INTERNATIONAL STOCKS (MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALIA,
FAR EAST (EAFE) INDEX) -- The MSCI EAFE Index is an arithmetical average
weighted by market value of the performance of over 1000 non-U.S. companies
representing 20 stock markets in Europe, Australia, New Zealand and the Far
East. The EAFE Index is an unmanaged index.

U.S. BONDS (LEHMAN BROTHERS AGGREGATE BOND INDEX) -- The index is composed of
securities from the Lehman Brothers Government/Corporate Bond Index,
Mortgage-Backed Securities Index, and Asset Backed Securities Index. Total
return comprises price appreciation/depreciation and income as a percentage of
the original investment.

INTERNATIONAL BONDS (WB INDEX) -- The Salomon Smith Barney Non-U.S. World
Government WB Index (WB Index) measures the total return performance of high
quality securities in major sectors of the international bond market. The Index
covers approximately 600 bonds from 17 currencies. Only high quality, straight
issues are included. The WB Index is calculated on both a weighted and an
unweighted basis. Generally, index samples for each market are restricted to
bonds with at least one year of remaining life. The WB Index is an unmanaged
index.

U.S. TREASURY BILLS (SALOMON BROTHERS 90 DAY INDEX) -- This index is constructed
by purchasing equal dollar amounts of three-month Treasury bills at the
beginning of three consecutive months. As each bill matures, all proceeds are
rolled over or reinvested in a new three-month bill. The income used to
calculate the monthly return is derived by subtracting the original amount
invested from the maturity value.

SALOMON SMITH BARNEY MORTGAGE-BASED SECURITIES INDEX (MBS INDEX) -- The MBS
Index is comprised of 30- and 15-year GNMA, FNMA and FHLMC pass-through, and
FNMA and FHLMC balloon mortgages. The MBS Index is an unmanaged index.

INFLATION (CPI) -- The Consumer Price Index for all urban consumers, not
seasonally adjusted, is used to measure the rate of change of consumer prices.
This measures inflation and is constructed by the U.S. Department of Labor,
Bureau of Labor Statistics, Washington D.C.

LARGE CAP GROWTH INDEX (RUSSELL 1000 GROWTH) -- Contains those Russell 1000
securities with a "growth" orientation. Securities in this index tend to exhibit
higher price-to-book and price-to-earnings ratios, lower dividend yields, and
higher forecasted growth rates than those in the Value universe.

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LARGE CAP VALUE INDEX (RUSSELL 1000 VALUE) -- Contains those Russell 1000
securities with a "value" orientation. Securities in this index tend to exhibit
lower price-to-book and price-to-earnings ratios, higher dividend yields, and
lower forecasted growth rates than those in the Growth universe.

SMALL CAP GROWTH INDEX (PSI SMALL CAP GROWTH INDEX) -- This index is created by
screening the twentieth through forty-fifth percentiles of market value in the
Compustat universe for companies with growth characteristics. Growth stocks have
historical sales growth rates that are greater than 10%, rank in the top half of
the Institutional Brokers Estimate System (I/B/E/S) universe based on forecasted
growth rate, and have low payouts and debt/capital ratios.

SMALL CAP VALUE INDEX (PSI SMALL CAP VALUE) -- This index is created by
screening the twentieth through forty-fifth percentiles of market value in the
Compustat universe for companies with value characteristics. Value stocks rank
in the bottom 50% of the universe based on a normalized P/E ratio. Companies
must have sustainable dividend rates.

LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX -- The Lehman Brothers
Government/ Corporate Bond Index (LGCI) is a weighted index comprised of
publicly traded intermediate and long-term government and corporate debt with an
average maturity of 10 years. The LGCI is an unmanaged index.

LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX -- The Lehman
Brothers Intermediate Government/Corporate Bond Index (Lehman Int. Gov't Corp.
Index) is a weighted index comprised of securities issued or backed by the U.S.
government and its agencies and securities publicly issued by corporations with
one to ten years remaining to maturity, rated investment grade and having $50
million or more outstanding. The Lehman Int. Gov't Corp. Index is an unmanaged
index.

LIPPER INTERNATIONAL EQUITY FUND AVERAGE -- Contains international equity funds
that report to Lipper Analytical Services. The funds are given equal weight in
constructing performance which prevents any one fund from having a greater
impact on the overall calculation. Each fund contained in the average has stated
that their objective matches that of the group. Single country funds are not
included in this group.

LIPPER CORPORATE BOND FUND AVERAGE -- Contains corporate bond funds that report
to Lipper Analytical Services. The funds have an average credit quality rating
of least an "A". The average maturity is greater than 10 years. The funds are
equally weighted to assure that no one fund has more of an impact on the
performance calculation than any other fund.

LIPPER INTERMEDIATE TERM BOND FUND AVERAGE -- Contains intermediate-term bond
funds that report to Lipper Analytical Services. The funds invest mainly in
investment grade debt instruments and have an average credit rating of "A". The
average maturity is between 5 to 10 years. The funds are equally weighted to
assure that no one fund has more of an impact on the performance calculation
than any other fund.

LIPPER MORTGAGE FUND AVERAGE -- Contains mortgage funds that report to Lipper
Analytical Services. The funds contain primarily U.S. mortgage obligations. The
average maturity is greater than 10 years. The funds are equally weighted to
assure that no one fund has more of an impact on the performance calculation
than any other fund.

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LIPPER GOVERNMENT MONEY MARKET AVERAGE -- Contains Government money market funds
that report to Lipper Analytical Services. The funds invest in short-term U.S.
Government obligations. The funds are equally weighted to assure that no one
fund has more of an impact on the performance calculation than any other fund.

LIPPER WORLD INCOME FUND AVERAGE -- Contains world income funds that report to
Lipper Analytical Services. The funds are able to invest in debt instruments in
any country. The funds are equally weighted to assure that no one fund has more
of an impact on the performance calculation than any other fund.

MORNINGSTAR LARGE CAP GROWTH AVERAGE -- Funds that have a median market
capitalization exceeding $5 billion qualify for large cap designation.
Morningstar then categorizes growth funds as having a price/earnings ratio
combined with price/book ratio greater than the S&P 500.

MORNINGSTAR LARGE CAP VALUE AVERAGE -- Funds that have a median market
capitalization exceeding $5 billion qualify for large cap designation.
Morningstar then categorizes value funds as having a price/earnings ratio
combined with price/book ratio less than the S&P 500.

MORNINGSTAR SMALL CAP GROWTH AVERAGE -- Funds that have a median market
capitalization less than $1 billion qualify for small cap designation.
Morningstar then categorizes growth funds as having a price/earnings ratio
combined with price/book ratio greater than the S&P 500.

MORNINGSTAR SMALL CAP VALUE AVERAGE -- Funds that have a median market
capitalization less than $1 billion qualify for small cap designation.
Morningstar then categorizes value funds as having a price/earnings ratio
combined with price/book ratio less than the S&P 500.

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