TARGET PORTFOLIO TRUST, 485APOS, 2000-03-02

TARGET PORTFOLIO TRUST
485APOS, 2000-03-02

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 2000

SECURITIES ACT REGISTRATION NOS. 33-50476
INVESTMENT COMPANY ACT REGISTRATION NO. 811-7064
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. 11 [X]

AND/OR REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 11 [X]
(CHECK APPROPRIATE BOX OR BOXES)
------------------------

THE TARGET PORTFOLIO TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 367-1495

DAVID F. CONNOR, ESQ.
100 MULBERRY STREET
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------

COPIES TO:

PAUL H. DYKSTRA, ESQ.
GARDNER, CARTON & DOUGLAS
321 N. CLARK STREET
CHICAGO, ILLINOIS 60610-4795
------------------------

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of the Registration Statement.

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
[ ] immediately upon filing pursuant to paragraph (b)

[ ] on (date) pursuant to paragraph (b)

[X] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485.

IF APPROPRIATE, CHECK THE FOLLOWING BOX:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<TABLE>
<S> <C>
Title of Securities Being Registered.......... Shares of Beneficial Interest, $.001 par value
per share
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
[TARGET LOGO]

THE TARGET
PORTFOLIO TRUST

PROSPECTUS: May 1, 2000

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Trust's shares, nor has the SEC determined that this
prospectus is complete or accurate. It is a criminal offense to state otherwise.
<PAGE> 3
TABLE OF CONTENTS

<TABLE>

<S> <C>
1 RISK/RETURN SUMMARY
1 Investment Objectives and Principal Strategies
6 Principal Risks
10 Evaluating Performance
22 Fees and Expenses

24 HOW THE PORTFOLIOS INVEST
24 Investment Objectives and Policies
31 Other Investments and Strategies
36 Investment Risks

42 HOW THE TRUST IS MANAGED
42 Board of Trustees
42 Manager
43 Advisers and Portfolio Managers
48 Distributor
48 Year 2000 Readiness Disclosure

50 PORTFOLIO DISTRIBUTIONS AND TAX ISSUES
50 Distributions
51 Tax Issues
53 If You Sell or Exchange Your Shares

54 HOW TO BUY, SELL AND EXCHANGE SHARES OF THE TRUST
54 Introduction
57 How to Buy Shares
59 How to Sell Your Shares
60 How to Exchange Your Shares

62 FINANCIAL HIGHLIGHTS

72 APPENDIX I - DESCRIPTION OF SECURITY RATINGS

75 APPENDIX II - EXEMPTIONS

FOR MORE INFORMATION (BACK COVER)

</TABLE>

THE TARGET PORTFOLIO TRUST [TELEPHONE] (800) 225-1852
<PAGE> 4
RISK/RETURN SUMMARY

This section highlights key information about the investment portfolios (the
Portfolios) of THE TARGET PORTFOLIO TRUST (the Trust). Additional information
follows this summary.

INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES

The following summarizes the investment objectives, principal strategies and
principal risks for each of the Portfolios. While we make every effort to
achieve the investment objective for each Portfolio, we can't guarantee success.

EQUITY PORTFOLIOS

LARGE CAPITALIZATION GROWTH PORTFOLIO

The Portfolio's investment objective is LONG-TERM CAPITAL APPRECIATION. This
means that we seek investments that will increase in value. To achieve our
investment objective, we purchase STOCKS OF LARGE COMPANIES we believe will
experience earnings growth at a rate faster than that of the Standard & Poor's
500(R) Stock Index (S&P 500).

RISKS:

market risk

style risk

LARGE CAPITALIZATION VALUE PORTFOLIO

The Portfolio's investment objective is TOTAL RETURN consisting of CAPITAL
APPRECIATION and DIVIDEND INCOME. This means that we seek investments that will
increase in value as well as pay the Portfolio dividends. To achieve our
objective, we invest in LARGE COMPANY STOCKS that we believe are undervalued,
given the company's sales, earnings, book value, cash flow and recent
performance.

RISKS:

market risk

style risk

SMALL CAPITALIZATION GROWTH PORTFOLIO

The Portfolio's investment objective is MAXIMUM CAPITAL APPRECIATION. This
means that we seek investments that will increase in value. To achieve our

1
<PAGE> 5
RISK/RETURN SUMMARY

objective, we invest in the STOCKS OF SMALL COMPANIES that we believe will
experience earnings growth at a rate faster than that of the U.S economy in
general.

RISKS:

market risk

style risk

small company risk

SMALL CAPITALIZATION VALUE PORTFOLIO

The Portfolio's investment objective is ABOVE-AVERAGE CAPITAL APPRECIATION. This
means that we seek investments that will increase in value. To achieve our
objective, we invest in STOCKS OF SMALL COMPANIES that we believe are
undervalued, given the company's sales, earnings, book value, cash flow and
recent performance.

RISKS:

market risk

style risk

small company risk

INTERNATIONAL EQUITY PORTFOLIO

The Portfolio's investment objective is CAPITAL APPRECIATION. This means that we
seek investments that will increase in value. To achieve this objective, we
purchase STOCKS OF FOREIGN COMPANIES. These companies may be based in developed
as well as developing countries. We may also invest in American Depositary
Receipts, American Depositary Shares, Global Depositary Receipts and European
Depositary Receipts, which are certificates representing an equity investment in
a foreign company.

RISKS:

market risk

style risk

foreign market risk

political developments

2 THE TARGET PORTFOLIO TRUST [TELEPHONE] (800) 225-1852
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RISK/RETURN SUMMARY

INCOME PORTFOLIOS

INTERNATIONAL BOND PORTFOLIO

The Portfolio's investment objective is HIGH TOTAL RETURN. This means that
we seek investments that will increase in value as well as pay income. To
achieve this objective, we invest primarily in HIGH GRADE FOREIGN DEBT
OBLIGATIONS issued by foreign governments, their agencies and instrumentalities,
foreign companies and financial institutions and by supranational organizations.
These obligations may include mortgage-related securities, including
collateralized mortgage obligations and stripped mortgage-backed securities. We
may also invest in asset-backed securities like automobile loans and credit card
receivables. We may also invest up to 25% of the Portfolio's assets in HIGH
YIELD DEBT OBLIGATIONS -- also known as "JUNK BONDS". The Portfolio may actively
and frequently trade its portfolio securities. The Portfolio is a NONDIVERSIFIED
FUND that generally may invest a higher percentage of its assets in the
securities of fewer issuers than a diversified fund.

RISKS:

credit risk

interest rate risk

market risk

prepayment risk

active trading risk

foreign market risk

currency risk

political developments

non-diversification

TOTAL RETURN BOND PORTFOLIO

The Portfolio's investment objective is TOTAL RETURN consisting of CURRENT
INCOME AND CAPITAL APPRECIATION. This means that we seek investments that will
pay income as well as increase in value. To achieve this objective, we invest in
DEBT OBLIGATIONS issued or guaranteed by the U.S. GOVERNMENT and its agencies,
as well as debt obligations issued by U.S. COMPANIES, FOREIGN COMPANIES AND
FOREIGN GOVERNMENTS and their agencies. The Portfolio may invest in
MORTGAGE-RELATED SECURITIES issued or guaranteed by U.S. government entities,
and up to 25% of its assets in privately issued mortgage-related securities (not
issued or guaranteed by the U.S. Government).

3
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RISK/RETURN SUMMARY

These investments may include collateralized mortgage obligations and stripped
mortgage-backed securities. We may also invest in ASSET-BACKED SECURITIES like
automobile loans and credit card receivables. We normally invest at least 90% of
the Portfolio's assets in "INVESTMENT GRADE" DEBT OBLIGATIONS -- rated at least
BBB by Standard & Poor's Ratings Group (S&P), Baa by Moody's Investors Service
(Moody's), or the equivalent by another major rating service -- and unrated debt
obligations that we believe are comparable in quality. However, we may invest up
to 10% of the Portfolio's assets in HIGH YIELD DEBT OBLIGATIONS ("JUNK BONDS").
The Portfolio may actively and frequently trade its portfolio securities. The
dollar-weighted average maturity of the Portfolio will be between four and
fifteen years.

RISKS:

credit risk

interest rate risk

market risk

prepayment risk

active trading risk

foreign market risk

currency risk

political developments

INTERMEDIATE-TERM BOND PORTFOLIO

The Portfolio's investment objective is CURRENT INCOME and REASONABLE STABILITY
OF PRINCIPAL. To achieve this objective, we invest in DEBT OBLIGATIONS issued or
guaranteed by the U.S. GOVERNMENT and its agencies, as well as DEBT OBLIGATIONS
ISSUED BY U.S. COMPANIES, FOREIGN COMPANIES AND FOREIGN GOVERNMENTS. The
Portfolio may invest in MORTGAGE-RELATED SECURITIES issued or guaranteed by U.S.
government entities, and up to 25% of its assets in privately issued
mortgage-related securities (not issued or guaranteed by the U.S. Government).
These investments may include collateralized mortgage obligations and stripped
mortgage-backed securities. We may also invest in ASSET-BACKED SECURITIES like
automobile loans and credit card receivables. We normally invest at least 90% of
the Portfolio's assets in "INVESTMENT GRADE" DEBT OBLIGATIONS and UNRATED DEBT
OBLIGATIONS that we believe are comparable in quality. However, we may invest up
to 10% of the Portfolio's assets in HIGH YIELD DEBT OBLIGATIONS

4 THE TARGET PORTFOLIO TRUST [TELEPHONE] (800) 225-1852
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RISK/RETURN SUMMARY

("JUNK BONDS"). The Portfolio may actively and frequently trade its portfolio
securities. The dollar-weighted average maturity of the Portfolio will be
between three and ten years.

RISKS:

credit risk

interest rate risk

market risk

prepayment risk

active trading risk

foreign market risk

currency risk

political developments

MORTGAGE BACKED SECURITIES PORTFOLIO

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. This means we seek investments that
will pay income and also increase in value, while attempting to reduce
volatility. To achieve these objectives, we normally invest primarily in
MORTGAGE-BACKED DEBT SECURITIES. These securities will usually be
mortgage-related securities issued or guaranteed by U.S. governmental agencies.
However, we may invest up to 25% of the Portfolio's total assets in PRIVATELY
ISSUED MORTGAGE-RELATED SECURITIES. Our investments in mortgage-related
securities may include collateralized mortgage obligations and stripped
mortgage-backed securities. We may also invest in ASSET-BACKED SECURITIES like
automobile loans and credit card receivables. We normally purchase debt
obligations that are rated at least A by Moody's or S&P, or the equivalent by
another major rating service, and unrated bonds we believe are comparable in
quality. The Portfolio may actively and frequently trade its portfolio
securities.

RISKS:

credit risk

interest rate risk

market risk

prepayment risk

active trading risk

5
<PAGE> 9
RISK/RETURN SUMMARY

U.S. GOVERNMENT MONEY MARKET PORTFOLIO

The Portfolio's investment objective is MAXIMUM CURRENT INCOME consistent with
the maintenance of LIQUIDITY and the PRESERVATION OF CAPITAL. To achieve this
objective, we invest primarily in SECURITIES ISSUED OR GUARANTEED BY THE U.S.
GOVERNMENT that mature in 13 months or less. While we make every effort to
achieve our investment objective and maintain a net asset value of $1 per share,
we can't guarantee that we will be successful. So far, the Portfolio's net asset
value per share has never deviated from $1.

RISKS:

credit risk

interest rate risk

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risk. Like any mutual
fund, an investment in a Portfolio could lose value, and you could lose money.
The following summarizes the principal risks of investing in the Portfolios.

LARGE CAPITALIZATION GROWTH, LARGE CAPITALIZATION VALUE, SMALL CAPITALIZATION
GROWTH, SMALL CAPITALIZATION VALUE AND INTERNATIONAL EQUITY PORTFOLIOS

MARKET RISK. Since these Portfolios invest primarily in COMMON STOCKS, there is
the risk that the price of a particular stock owned by a Portfolio could go
down. Generally, the stock price of large companies is more stable than the
stock price of smaller companies, but this is not always the case. In addition
to an individual stock losing value, the value of a market sector or of the
equity markets as a whole could go down. In addition, different parts of a
market can react differently to adverse issuer, market, regulatory, political
and economic developments.

STYLE RISK. Since some of the Portfolios focus on
either a growth or value style, there is the risk that a particular style may be
out of favor for a period of time.

SMALL COMPANY RISK. The SMALL CAPITALIZATION GROWTH and SMALL CAPITALIZATION
VALUE PORTFOLIOS invest primarily in stocks of smaller companies with a market
capitalization of under $1.5 billion. These

6 THE TARGET PORTFOLIO TRUST [TELEPHONE] (800) 225-1852
<PAGE> 10
RISK/RETURN SUMMARY

companies usually offer a smaller range of products and services than larger
companies. They may also have limited financial resources and may lack
management depth. As a result, stocks issued by smaller companies tend to
fluctuate in value more than the stocks of larger, more established companies.

INVESTMENTS IN FOREIGN SECURITIES. The INTERNATIONAL EQUITY PORTFOLIO
invests primarily in STOCKS OF FOREIGN COMPANIES. Investing in foreign
securities presents additional risks. See "Investments in Foreign Securities"
below.

INCOME PORTFOLIOS

CREDIT RISK and INTEREST RATE RISK. The debt obligations in which the Portfolios
invest are generally subject to the risk that the issuer may be unable to make
principal and interest payments when they are due. There is also the risk that
the securities could lose value because of a loss of confidence in the ability
of the borrower to pay back debt. The INTERNATIONAL BOND, TOTAL RETURN BOND and
INTERMEDIATE-TERM BOND PORTFOLIOS may invest in NON-INVESTMENT GRADE SECURITIES
- -- also known as "JUNK BONDS" -- which have a higher risk of default and tend to
be less liquid than higher-rated securities.

There is also the risk that the securities could lose value because of
interest rate changes. Debt obligations with longer maturities typically offer
higher yields, but are subject to greater price shifts as a result of interest
rate changes than debt obligations with shorter maturities. The prices of debt
obligations and a Portfolio's net asset value (or share price) generally move in
opposite directions.

Although investments in mutual funds involve risk, investments in money
market funds like the U.S. GOVERNMENT MONEY MARKET PORTFOLIO are generally less
risky than investments in other types of funds. This is because the Portfolio
may only invest in high quality securities, limits the average maturity of its
portfolio to 90 days or less, and limits its ability to invest in any particular
security to those that mature in 13 months or less. For purposes of satisfying
the average maturity and maximum maturity requirements, securities with demand
features are treated as maturing on the date that the Portfolio can demand
repayment of the security. Although the Portfolio seeks to preserve the value of
your investment at $1 per share, it is possible to lose money by investing in
the Portfolio.

MARKET RISK. Debt obligations are also subject to market risk, which is the
possibility that the market value of an investment may move up or down

7
<PAGE> 11
RISK/RETURN SUMMARY

and that its movement may occur quickly or unpredictably. Market risk may affect
an industry, a sector or the entire market.

PREPAYMENT RISK. The INTERNATIONAL BOND, TOTAL RETURN BOND,
INTERMEDIATE-TERM BOND and MORTGAGE BACKED SECURITIES PORTFOLIOS may invest in
MORTGAGE-RELATED SECURITIES and ASSET-BACKED SECURITIES, which are subject to
prepayment risk. If these securities are prepaid, a Portfolio may have to
replace them with lower-yielding securities. Stripped mortgage-backed securities
are generally more sensitive to changes in prepayment and interest rates than
other mortgage-related securities. Unlike mortgage-related securities,
asset-backed securities are usually not collateralized. If the issuer of a
non-collateralized debt security defaults on the obligation, there is no
collateral that the security holder may sell to satisfy the debt.

ACTIVE TRADING RISK. The INTERNATIONAL BOND, TOTAL RETURN BOND,
INTERMEDIATE-TERM BOND and MORTGAGE BACKED SECURITIES PORTFOLIOS may actively
and frequently trade their portfolio securities. High portfolio turnover results
in higher transaction costs and can affect a Portfolio's performance and have
adverse tax consequences.

INVESTMENTS IN FOREIGN SECURITIES. INTERNATIONAL BOND, TOTAL RETURN BOND
and INTERMEDIATE-TERM BOND PORTFOLIOS may also invest in DEBT OBLIGATIONS OF
FOREIGN ISSUERS. Investing in foreign securities presents additional risks. See
"Investments in Foreign Securities" below.

NON-DIVERSIFICATION RISK. The INTERNATIONAL BOND PORTFOLIO is a
non-diversified fund, meaning that we can invest a higher percentage of its
assets in the securities of fewer issuers than a diversified fund. Investing in
a non-diversified portfolio involves greater risk than investing in a
diversified portfolio.

INVESTMENTS IN FOREIGN SECURITIES

The INTERNATIONAL EQUITY, INTERNATIONAL BOND, TOTAL RETURN BOND and
INTERMEDIATE-TERM BOND PORTFOLIOS may invest in FOREIGN SECURITIES. Investing in
foreign securities involves more risk than investing in securities of U.S.
issuers.

FOREIGN MARKET RISK. Foreign markets, especially those in developing
countries, tend to be more volatile than U.S. markets and are generally not
subject to regulatory requirements comparable to those in the U.S. Because of
differences in accounting standards and custody and settlement practices,
investing in foreign securities generally involves more risk than investing in
securities of U.S. issuers.

8 THE TARGET PORTFOLIO TRUST [TELEPHONE] (800) 225-1852
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RISK/RETURN SUMMARY

CURRENCY RISK. Changes in currency exchange rates may affect the value of
foreign securities held by a Portfolio and the amount of income available for
distribution. If a foreign currency grows weaker relative to the U.S. dollar,
the value of securities denominated in that foreign currency generally decreases
in terms of U.S. dollars. If a Portfolio does not correctly anticipate changes
in exchange rates, certain hedging activities may also cause the Portfolio to
lose money and reduce the amount of income available for distribution. There are
also special risks that may arise with the introduction of the euro as the
common currency of the European Monetary Union. These risks include the
possibility that computing, accounting and trading systems will fail to
recognize the euro, as well as the possibility that the euro will cause markets
to become more volatile.

POLITICAL DEVELOPMENTS. Political developments may adversely affect the
value of a Portfolio's foreign securities.

* * *

For more information about the risks associated with the Portfolios, see
"How the Portfolios Invest --Investment Risks."

An investment in a Portfolio is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

9
<PAGE> 13
RISK/RETURN SUMMARY

EVALUATING PERFORMANCE

A number of factors -- including risk -- can affect how a Portfolio performs.
The following bar charts show each Portfolio's performance for each full
calendar year of operation. The bar charts and tables below demonstrate the risk
of investing in the Portfolios by showing how returns can change from year to
year and by showing how each Portfolio's average annual total returns compare
with those of a broad measure of market performance and/or a group of similar
mutual funds. Past performance does not mean that a Portfolio will achieve
similar results in the future.

LARGE CAPITALIZATION GROWTH PORTFOLIO

ANNUAL RETURNS
<TABLE>
<S> <C>
1994 -0.68%
1995 25.76%
1996 21.10%
1997 20.77%
1998 44.22%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

Average Annual Returns(1) (as of 12-31-99)

<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
Large Cap Growth Portfolio % % % (since 1-5-93)
S&P 500(2) % % % (since 1-5-93)
Lipper Average(3) % % % (since 1-5-93)
</TABLE>

1 The Portfolio's returns are after deduction of expenses, but do not reflect
the expense of the Target Program fee.

2 The Standard & Poor's 500 Stock Index (S&P 500) -- an unmanaged index of
500 stocks of large U.S. companies --gives a broad look at how stock prices
have performed. These returns do not include the effect of any sales
charges. These returns would be lower if they included the effect of sales
charges. Source: Lipper, Inc.

3 The Lipper Average is based on the average return of all mutual funds in
the Lipper Growth Funds category and does not include the effect of any
sales charges. Again, these returns would be lower if they included the
effect of sales charges. Source: Lipper, Inc.

10 THE TARGET PORTFOLIO TRUST [TELEPHONE GRAPHIC] (800) 225-1852
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RISK/RETURN SUMMARY

LARGE CAPITALIZATION VALUE PORTFOLIO

ANNUAL RETURNS
<TABLE>
<S> <C>
1994 2.18%
1995 32.08%
1996 19.17%
1997 29.80%
1998 10.25%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

Average Annual Returns(1) (as of 12-31-99)

<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
Large Cap Value Portfolio % % % (since 1-5-93)
S&P 500(2) % % % (since 1-5-93)
Lipper Average(3) % % % (since 1-5-93)
</TABLE>

1 The Portfolio's returns are after deduction of expenses, but do not reflect
the expense of the Target Program fee.

3 The Lipper Average is based on the average return of all mutual funds in
the Lipper Growth & Income Funds category and does not include the effect
of any sales charges. Again, these returns would be lower if they included
the effect of sales charges. Source: Lipper, Inc.

11
<PAGE> 15
RISK/RETURN SUMMARY

SMALL CAPITALIZATION GROWTH PORTFOLIO

ANNUAL RETURNS
<TABLE>
<S> <C>
1994 -2.19%
1995 24.62%
1996 18.88%
1997 20.85%
1998 2.55%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-99)

<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
Small Cap Growth Portfolio % % % (since 1-5-93)
Russell 2000(2) % % % (since 1-5-93)
Lipper Average(3) % % % (since 1-5-93)
</TABLE>

1 The Portfolio's returns are after deduction of expenses, but do not reflect
the expense of the Target Program fee. Without the management fee waiver or
expense reimbursement in effect in 1993, the average annual returns would
have been lower.

2 The Russell 2000 Index -- an unmanaged index of the stocks of the 2,000
smallest U.S. companies included in the Russell 3000 Index -- gives a broad
look at how the stock prices of smaller companies have performed. These
returns do not include the effect of any sales charges. These returns would
be lower if they included the effect of sales charges. Source: Lipper, Inc.

3 The Lipper Average is based on the average return of all mutual funds in
the Lipper Small Company Funds category and does not include the effect of
any sales charges. Again, these returns would be lower if they included the
effect of sales charges. Source: Lipper, Inc.

12 THE TARGET PORTFOLIO TRUST [TELEPHONE GRAPHIC] (800) 225-1852
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RISK/RETURN SUMMARY

SMALL CAPITALIZATION VALUE PORTFOLIO

ANNUAL RETURNS
<TABLE>
<S> <C>
1994 -11.03%
1995 19.21%
1996 21.75%
1997 29.98%
1998 -6.62%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-99)

1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
Small Cap Value Portfolio % % % (since 1-5-93)
Russell 2000(2) % % % (since 1-5-93)
Lipper Average(3) % % % (since 1-5-93)
</TABLE>

1 The Portfolio's returns are after deduction of expenses but do not reflect
the expense of the Target Program fee. Without the management fee waiver or
expense reimbursement in effect in 1993, the average annual returns would
have been lower.

13
<PAGE> 17
RISK/RETURN SUMMARY

INTERNATIONAL EQUITY PORTFOLIO

ANNUAL RETURNS
<TABLE>
<S> <C>
1994 0.18%
1995 15.38%
1996 15.25%
1997 10.60%
1998 15.49%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

Average Annual Returns(1) (as of 12-31-99)

<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
International Equity Portfolio % % % (since 1-5-93)
EAFE(2) % % % (since 1-5-93)
Lipper Average(3) % % % (since 1-5-93)
</TABLE>

1 The Portfolio's returns are after deduction of expenses, but do not reflect
the expense of the Target Program fee.

2 The Morgan Stanley Capital International (MSCI) EAFE (R) Index -- a
weighted, unmanaged index that reflects stock price movements in Europe,
Australasia and the Far East -- gives a broad look at how foreign stocks
have performed. These returns do not include the effect of any sales
charges. These returns would be lower if they included the effect of sales
charges. Source: Lipper, Inc.

3 The Lipper Average is based on the average return of all mutual funds in
the Lipper International Funds category and does not include the effect of
any sales charges. Again, these returns would be lower if they included the
effect of sales charges. Source: Lipper, Inc.

14 THE TARGET PORTFOLIO TRUST [TELEPHONE GRAPHIC] (800) 225-1852
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RISK/RETURN SUMMARY

INTERNATIONAL BOND PORTFOLIO

ANNUAL RETURNS *
<TABLE>
<S> <C>
1995 14.66%
1996 4.45%
1997 -5.73%
1998 8.55%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

* Without the management fee waiver or expense reimbursement in effect through
1995, the annual returns would have been lower.

AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-99)

<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
International Bond Portfolio % % % (since 5-17-94)
WB Index(2) % % % (since 5-17-94)
Lipper Average(3) % % % (since 5-17-94)
</TABLE>

1 The Portfolio's returns are after deduction of expenses, but do not reflect
the expense of the Target Program fee. Without the management fee waiver or
expense reimbursement in effect through 1995, the average annual returns
would have been lower.

2 The Salomon Smith Barney Non-U.S. World Government Bond Index (WB Index) --
an unmanaged index of approximately 600 high quality bonds issued in
several different currencies -- gives a broad look at how foreign bonds
have performed. These returns do not include the effect of any sales
charges. These returns would be lower if they included the effect of sales
charges. Source: Lipper, Inc.

3 The Lipper Average is based on the average return of all mutual funds in
the Lipper International Income Funds category and does not include the
effect of any sales charges. Again, these returns would be lower if they
included the effect of sales charges. Source: Lipper, Inc.

15
<PAGE> 19
RISK/RETURN SUMMARY

TOTAL RETURN BOND PORTFOLIO

ANNUAL RETURNS *
<TABLE>
<S> <C>
1994 -3.54%
1995 19.63%
1996 5.02%
1997 9.23%
1998 8.28%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

* Without the management fee waiver or expense reimbursement in effect through
1995, the annual returns would have been lower.

AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-99)

<TABLE>
<CAPTION>
1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
Total Return Bond Portfolio % % % (since 1-5-93)
LGCI(2) % % % (since 1-5-93)
Lipper Average(3) % % % (since 1-5-93)
</TABLE>

1 The Portfolio's returns are after deduction of expenses, but do not reflect
the expense of the Target Program fee. Without the management fee waiver or
expense reimbursement in effect through 1995, the average annual returns
would have been lower.

2 The Lehman Government/Corporate Index (LGCI) -- an unmanaged index of
publicly traded intermediate- and long-term government and corporate debt
with an average maturity of 10 years -- gives a broad look at how bonds
have performed. These returns do not include the effect of any sales
charges. These returns would be lower if they included the effect of sales
charges. Source: Lipper, Inc.

3 The Lipper Average is based on the average return of all mutual funds in
the Lipper Corporate Debt BBB Funds category and does not include the
effect of any sales charges. Again, these returns would be lower if they
included the effect of sales charges. Source: Lipper, Inc.

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RISK/RETURN SUMMARY

INTERMEDIATE-TERM BOND PORTFOLIO

ANNUAL RETURNS
<TABLE>
<S> <C>
1994 -2.23%
1995 16.87%
1996 5.22%
1997 8.57%
1998 7.09%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-99)

1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
Intermediate-Term
Bond Portfolio % % % (since 1-5-93)
LIGC(2) % % % (since 1-5-93)
Lipper Average(3) % % % (since 1-5-93)
</TABLE>

1 The Portfolio's returns are after deduction of expenses, but do not reflect
the expense of the Target Program fee. Without the management fee waiver or
expense reimbursement in effect through 1993, the average annual returns
would have been lower.

2 The Lehman Intermediate Government/Corporate Index (LIGC) -- an unmanaged
index of publicly traded U.S. Government bonds and investment grade
corporate bonds with maturities of up to 10 years -- gives a broad look at
how intermediate-term bonds have performed. These returns do not include
the effect of any sales charges. These returns would be lower if they
included the effect of sales charges. Source: Lipper, Inc.

3 The Lipper Average is based on the average return of all mutual funds in
the Lipper Intermediate Investment Grade Funds category and does not
include the effect of any sales charges. Again, these returns would be
lower if they included the effect of sales charges. Source: Lipper, Inc.

17
<PAGE> 21
RISK/RETURN SUMMARY

MORTGAGE BACKED SECURITIES PORTFOLIO

ANNUAL RETURNS *
<TABLE>
<S> <C>
1994 -0.51%
1995 16.18%
1996 5.56%
1997 8.82%
1998 6.37%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

* Without the management fee waiver or expense reimbursement in effect through
1995, the annual returns would have been lower.

Average Annual Returns(1) (as of 12-31-99)

1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
Mortgage Backed
Securities Portfolio % % % (since 1-5-93)
Mortgage Index(2) % % % (since 1-5-93)
Lipper Average(3) % % % (since 1-5-93)
</TABLE>

1 The Portfolio's returns are after deduction of expenses, but do not reflect
the expense of the Target Program fee. Without the management fee waiver or
expense reimbursement in effect through 1995, the average annual returns
would have been lower.

2 The Salomon Smith Barney Mortgage Backed Security Index (Mortgage Index) --
an unmanaged index of 30- and 15-year mortgage-related securities issued by
U.S. Government agencies -- gives a broad look at how mortgage-backed
securities have performed. These returns do not include the effect of any
sales charges. These returns would be lower if they included the effect of
sales charges. Source: Bloomberg, L.P.

3 The Lipper Average is based on the average return of all mutual funds in
the Lipper U.S. Mortgage Funds category and does not include the effect of
any sales charges. Again, these returns would be lower if they included the
effect of sales charges. Source: Lipper, Inc.

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<PAGE> 22
RISK/RETURN SUMMARY

U.S. GOVERNMENT MONEY MARKET PORTFOLIO

ANNUAL RETURNS
<TABLE>
<S> <C>
1994 3.79%
1995 5.25%
1996 4.53%
1997 4.95%
1998 4.88%
1999 0.00%
</TABLE>

Best quarter: % ( quarter of ) Worst quarter: % ( quarter of )

AVERAGE ANNUAL RETURNS(1) (AS OF 12-31-99)

1 YEAR 5 YEARS SINCE INCEPTION
<S> <C> <C> <C>
U.S. Government
Money Market Portfolio % % % (since 1-5-93)
Lipper Average(2) % % % (since 1-5-93)
</TABLE>

7-DAY YIELD(1) (AS OF 12-31-99)

<TABLE>
<S> <C>
U.S. Government Money Market Portfolio %
IBC Average(3) %
</TABLE>

1 The Portfolio's returns and yield are after deduction of expenses, but do
not reflect the expense of the Target Program fee.

2 The Lipper Average is based on the average return of all mutual funds in
the Lipper U.S. Government Money Funds category. Source: Lipper, Inc.

3 The IBC Average is based upon the average yield of all mutual funds in the
International Business Communications Financial Data All Taxable Money
Market Fund category. Source: IBC/Donahue, Inc.

19
<PAGE> 23
RISK/RETURN SUMMARY

EQUITY PORTFOLIOS

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM PORTFOLIO ASSETS)

<TABLE>
<S> <C>
LARGE CAPITALIZATION GROWTH PORTFOLIO
Management fees .60%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
LARGE CAPITALIZATION VALUE PORTFOLIO
Management fees .60%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
SMALL CAPITALIZATION GROWTH PORTFOLIO
Management fees .60%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
SMALL CAPITALIZATION VALUE PORTFOLIO
Management fees .60%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
INTERNATIONAL EQUITY PORTFOLIO
Management fees .70%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
</TABLE>

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<PAGE> 24
RISK/RETURN SUMMARY

INCOME PORTFOLIOS

ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM PORTFOLIO ASSETS)

<TABLE>
<S> <C>
INTERNATIONAL BOND PORTFOLIO
Management fees .50%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
TOTAL RETURN BOND PORTFOLIO
Management fees .45%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
INTERMEDIATE-TERM BOND PORTFOLIO
Management fees .45%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
MORTGAGE BACKED SECURITIES PORTFOLIO
Management fees .45%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
U.S. GOVERNMENT MONEY MARKET PORTFOLIO
Management fees .25%
+ Distribution and service (12b-1) fees None
+ Other expenses %
= TOTAL ANNUAL FUND OPERATING EXPENSES %
</TABLE>

21
<PAGE> 25
RISK/RETURN SUMMARY

FEES AND EXPENSES

These tables show the sales charges, fees and expenses that you may pay if you
buy and hold the shares of each Portfolio.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>

EQUITY PORTFOLIOS INCOME PORTFOLIOS
<S> <C> <C>
Maximum sales charge (load) imposed on None None
purchases (as a percentage of offering price)
Maximum deferred sales charge (load) None None
(as a percentage of the lower of original
purchase price or sale proceeds)
Maximum sales charge (load) imposed None None
on reinvested dividends and other distributions
Redemption fees None None
Exchange fee None None
Maximum annual Target Program fee(1) 1.25%/1.50%(2) 1.35%/1.00%(3)
</TABLE>

1 The Target Program fee only applies to Target Program participants.

2 The maximum Target Program fee is 1.25% for investors who invest in the
Portfolios through an Individual Retirement Account or a qualified employee
benefit plan (together, Plan investors). The maximum Target Program fee is
1.50% for non-Plan investors.

3 The maximum Target Program fee is 1.35% for Plan investors and is 1.00% for
non-Plan investors.

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<PAGE> 26
RISK/RETURN SUMMARY

FEES AND EXPENSES EXAMPLE

This example will help you compare the fees and expenses of the Portfolios and
the cost of investing in the Portfolios with the cost of investing in other
mutual funds.

The example assumes that you invest $10,000 in a Portfolio for the time
periods indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and that
the Portfolio's operating expenses remain the same. Although your actual costs
may be higher or lower, based on these assumptions, your costs would be:

1 YR 3 YRS 5 YRS 10 YRS
<S> <C> <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 $ $ $ $
Total Return Bond Portfolio $ $ $ $
Intermediate-Term Bond Portfolio $ $ $ $
Mortgage Backed Securities Portfolio $ $ $ $
U.S. Government Money Market Portfolio $ $ $ $
</TABLE>

23
<PAGE> 27

HOW THE PORTFOLIOS INVEST

INVESTMENT OBJECTIVES AND POLICIES

EQUITY PORTFOLIOS

LARGE CAPITALIZATION GROWTH PORTFOLIO

The Portfolio's investment objective is LONG-TERM CAPITAL APPRECIATION. This
means that we seek investments that we think will increase in value.

In pursuing our objective, we invest in STOCKS OF LARGE COMPANIES we
believe will experience earnings growth at a rate faster than that of the S&P
500. When we consider investing in a company's stock, we look at several factors
to evaluate the stock's growth potential, including the company's historical
profitability, the economic outlook for the company's industry, the company's
position in that industry, and the qualifications of company management. For
example, we may select a company's stock based on new products or services the
company is introducing. Dividend income is only an incidental consideration.
Generally, we will consider selling a security when we think it has achieved its
growth potential, or when we think we can find better growth opportunities. We
normally invest at least 80% of the Portfolio's total assets in common stocks,
and at least 65% of its total assets in common stocks of companies with a total
market capitalization of $5 billion or more (measured at the time of purchase).

LARGE CAPITALIZATION VALUE PORTFOLIO

The Portfolio's investment objective is TOTAL RETURN consisting of CAPITAL
APPRECIATION and DIVIDEND INCOME. This means that we seek investments that we
think will increase in value as well as pay the Portfolio dividends.

In pursuing our objective, we invest in STOCKS OF LARGE COMPANIES using a
VALUE INVESTMENT STYLE. That is, we invest in stocks that we believe are
undervalued and have an above-average potential to increase in price. We
consider a number of factors in choosing stocks, like a company's sales,
earnings, book value, cash flow, recent performance and the industry it's in. We
consider selling a stock if it has increased in value to the point where we no
longer consider it to be undervalued. We normally invest at least 80% of the
Portfolio's total assets in common stocks and securities convertible into common
stocks, and at least 65% of its total assets in common stocks of companies with
a total market capitalization of $5 billion or more (measured at the time of
purchase) that we think will pay regular dividends.

SMALL CAPITALIZATION GROWTH PORTFOLIO

The Portfolio's investment objective is MAXIMUM CAPITAL APPRECIATION. This means
that we seek investments that we think will increase in value.

24 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
<PAGE> 28
HOW THE PORTFOLIOS INVEST

In pursuing our objective, we invest in STOCKS OF SMALL COMPANIES we
believe will experience earnings growth at a rate faster than that of the U.S.
economy in general. When we consider investing in a company's stock, we look at
several factors to evaluate the stock's growth potential, including the
company's historical profitability, return on capital, the economic outlook for
the company's industry, the company's position in that industry, and the
qualifications of company management. For example, we may select a company's
stock based on new products or services the company is introducing. We do not
consider dividend income in selecting stocks for the Portfolio. Generally, we
will consider selling a security when we think it has achieved its growth
potential, or when we think we can find better growth opportunities. We normally
invest at least 65% of its total assets in common stocks of companies with a
total market capitalization of less than $1.5 billion (measured at the time of
purchase).

SMALL CAPITALIZATION VALUE PORTFOLIO

The Portfolio's investment objective is ABOVE-AVERAGE CAPITAL APPRECIATION. This
means that we seek investments that we think will increase in value.

In pursuing our objective, we invest in STOCKS OF SMALL COMPANIES using a
VALUE INVESTMENT STYLE. That is, we invest in stocks that we believe are
undervalued and have an above average potential to increase in price. We
consider a number of factors in choosing stocks, like a company's sales,
earnings, book value, cash flow and recent performance. We also consider
dividend growth prospects in selecting stocks for the Portfolio. We consider
selling a stock if it has increased in value to the point where we no longer
consider it to be undervalued. We normally invest at least 80% of the
Portfolio's total assets in common stocks, and at least 65% of its total assets
in common stocks of companies with a total market capitalization of less than
$1.5 billion (measured at the time of purchase).

INTERNATIONAL EQUITY PORTFOLIO

The Portfolio's investment objective is CAPITAL APPRECIATION. This means that we
seek investments that we think will increase in value.

In pursuing our objective, we invest in STOCKS of companies located in
FOREIGN COUNTRIES. We look for stocks that we believe are undervalued based on
their earnings, cash flow or asset values. We consider selling a stock if it has
increased in value to the point where we no longer consider it to be
undervalued. We may invest in stocks of companies in both developed and
developing countries. We normally invest at least 65% of the Portfolio's total
assets in stocks of companies in at least three different foreign countries. For
purposes of this policy, the Fund will invest in stocks of companies that are
organized under the laws of a foreign country, companies which derive more

25
<PAGE> 29
HOW THE PORTFOLIOS INVEST

than 50% of their revenues from activities in foreign countries, and companies
which have at least 50% of their assets located abroad. The foreign securities
held by the Portfolio normally will be denominated in foreign currencies,
including the euro -- a multinational currency unit.

The Portfolio may also invest in AMERICAN DEPOSITARY RECEIPTS (ADRS),
AMERICAN DEPOSITARY SHARES (ADSS), GLOBAL DEPOSITARY RECEIPTS (GDRS) and
EUROPEAN DEPOSITARY RECEIPTS (EDRS). ADRs, ADSs, GDRs and EDRs are certificates
- -- usually issued by a bank or trust company -- that represent an equity
investment in a foreign company. ADRs and ADSs are issued by U.S. banks and
trust companies and are valued in U.S. dollars. EDRs and GDRs are issued by
foreign banks and trust companies and are usually valued in foreign currencies.

INCOME PORTFOLIOS

INTERNATIONAL BOND PORTFOLIO

The Portfolio's investment objective is HIGH TOTAL RETURN. This means that we
seek investments that we think will increase in value as well as pay income.

In pursuing our objective, we invest in HIGH GRADE FOREIGN DEBT OBLIGATIONS
issued or guaranteed by foreign governments, their agencies and
instrumentalities, foreign companies and financial institutions and by
supranational organizations. These obligations may include mortgage-related
securities, including collateralized mortgage obligations and stripped
mortgage-backed securities. We may also invest in asset-backed securities like
automobile loans and credit card receivables. We normally invest at least 75% of
the Portfolio's total assets in debt obligations rated A or better by S&P,
Moody's or another major rating service and unrated debt obligations that we
believe are comparable in quality. However, we may invest up to 25% of the
Portfolio's total assets in HIGH YIELD DEBT OBLIGATIONS -- also known as "JUNK
BONDS" -- rated at least B by S&P, Moody's or another major rating service and
unrated bonds we believe are comparable in quality. The Portfolio may continue
to hold an obligation even if it is later downgraded or no longer rated.

We normally invest at least 65% of the Portfolio's total assets in high
grade foreign bonds of issuers in at least three foreign countries. These
issuers may be in developed as well as developing countries. The foreign debt
obligations held by the Portfolio normally will be denominated in foreign
currencies, including the euro -- a multinational currency unit. The Portfolio
can also invest in debt obligations issued by the U.S. Government and its
agencies or by U.S. companies.

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HOW THE PORTFOLIOS INVEST

The Portfolio is a NONDIVERSIFIED FUND that generally may invest a higher
percentage of its assets in the securities of fewer issuers than a diversified
fund. This could make the value of the Portfolio's shares more volatile than the
shares of a diversified fund. In addition, economic, political or regulatory
developments could have a greater impact on the Portfolio's share price than
would be the case if the Portfolio were diversified among more issuers.

TOTAL RETURN BOND PORTFOLIO

The Portfolio's investment objective is TOTAL RETURN consisting of CURRENT
INCOME and CAPITAL APPRECIATION. This means that we seek investments that we
think will pay income as well as increase in value.

In pursuing our objective, we invest primarily in DEBT OBLIGATIONS issued
or guaranteed by the U.S. GOVERNMENT and its agencies, as well as debt
obligations issued by U.S. COMPANIES, FOREIGN COMPANIES AND FOREIGN GOVERNMENTS
and their agencies. The Portfolio can invest up to 20% of its assets in foreign
debt obligations.

The Portfolio invests in MORTGAGE-RELATED SECURITIES issued or guaranteed
by U.S. Government entities including securities issued by the Federal National
Mortgage Association (FNMA or "Fannie Mae") or the Federal Home Loan Mortgage
Corporation (FHLMC or "Freddie Mac") or guaranteed by the Government National
Mortgage Association (GNMA or "Ginnie Mae"). However, we may invest up to 25% of
the Portfolio's assets in privately issued mortgage-related securities (those
not issued or guaranteed by the U.S. Government). The mortgage-related
securities in which the Portfolio may invest may include COLLATERALIZED MORTGAGE
OBLIGATIONS and STRIPPED MORTGAGE-BACKED SECURITIES. We may also invest in
asset-backed securities.

We normally invest at least 65% of the Portfolio's total assets in bonds,
and at least 90% of its total assets in "investment grade" debt obligations --
debt obligations rated at least BBB by S&P, Baa by Moody's, or the equivalent by
another major rating service, and unrated debt obligations that we believe are
comparable in quality. However, we may invest up to 10% of the Portfolio's
assets in HIGH YIELD DEBT OBLIGATIONS -- also known as "JUNK BONDS" -- which are
rated at least B by S&P, Moody's or another major rating service, and unrated
debt obligations that we believe are comparable in quality. The Portfolio may
continue to hold an obligation even if it is later downgraded or no longer
rated.

The Portfolio's dollar-weighted average portfolio maturity will generally
be between four and fifteen years.

27
<PAGE> 31
HOW THE PORTFOLIOS INVEST

INTERMEDIATE-TERM BOND PORTFOLIO

The Portfolio's investment objective is CURRENT INCOME and REASONABLE
STABILITY OF PRINCIPAL. This means that we seek investments that we think will
pay dividends and other income, while attempting to reduce volatility.

In pursuing our objective, we invest in DEBT OBLIGATIONS issued or
guaranteed by the U.S. GOVERNMENT and its agencies, as well as debt obligations
issued by U.S. COMPANIES, FOREIGN COMPANIES AND FOREIGN GOVERNMENTS and their
agencies. The Portfolio may invest up to 20% of its assets in foreign debt
obligations.

The Portfolio invests in MORTGAGE-RELATED SECURITIES issued or guaranteed
by U.S. Government entities and up to 25% of its assets in privately issued
mortgage-related securities (those not issued or guaranteed by the U.S.
Government). These investments may include COLLATERALIZED MORTGAGE OBLIGATIONS
and stripped mortgage-backed securities. We may also invest in asset-backed
securities like automobile loans and credit card receivables.

We normally invest at least 65% of the Portfolio's total assets in bonds,
and at least 90% of its total assets in "investment grade" debt obligations --
debt obligations rated at least BBB by S&P, Baa by Moody's, or the equivalent by
another major rating service, and unrated bonds that we believe are comparable
in quality. However, we may invest up to 10% of the Portfolio's assets in HIGH
YIELD DEBT OBLIGATIONS -- also known as "JUNK BONDS" -- which are rated at least
B by S&P, Moody's or another major rating service, and unrated bonds that we
believe are comparable in quality. The Portfolio may continue to hold an
obligation even if it is later downgraded or no longer rated. The Portfolio's
dollar-weighted average maturity will generally be between three and ten years.

MORTGAGE BACKED SECURITIES PORTFOLIO

In pursuing these objectives, we normally invest at least 65% of the
Portfolio's total assets in MORTGAGE-BACKED DEBT SECURITIES. These securities
will usually be mortgage-related securities issued or guaranteed by U.S.
governmental agencies, including securities issued by the Federal National
Mortgage Association (FNMA or "Fannie Mae") or the Federal Home Loan Mortgage
Corporation (FHLMC or "Freddie Mac") or guaranteed by the Government National
Mortgage Association (GNMA or "Ginnie Mae"). However, we may invest up to 25% of
the Portfolio's total assets in privately

28 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
<PAGE> 32
HOW THE PORTFOLIOS INVEST

issued mortgage-related securities (which are not guaranteed by the U.S.
Government). The mortgage-related securities in which the Portfolio invests
include COLLATERALIZED MORTGAGE OBLIGATIONS issued by U.S. Government-related
entities and by private issuers and STRIPPED MORTGAGE-BACKED SECURITIES. We may
also invest in ASSET-BACKED SECURITIES like automobile loans and credit card
receivables.

We normally purchase mortgage-related securities that are rated at least A
by Moody's or S&P, or the equivalent by another major rating service, and
unrated bonds we believe are comparable in quality. The Portfolio may continue
to hold an obligation even if it is later downgraded or no longer rated.

U.S. GOVERNMENT MONEY MARKET PORTFOLIO

The Portfolio's investment objective is MAXIMUM CURRENT INCOME consistent with
the maintenance of LIQUIDITY and the PRESERVATION OF CAPITAL. This means that we
seek income-producing investments with the credit quality and liquidity to
preserve the value of the Portfolio's shares. Because we seek to maintain the
value of the Portfolio's shares at $1, we manage the Portfolio to comply with
specific regulations designed for money market funds.

In pursuing our objective, we invest exclusively in U.S. dollar denominated
SECURITIES ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT that mature in 13 months
or less and REPURCHASE AGREEMENTS relating to those securities.

While we make every effort to maintain a net asset value of $1 per share,
we can't guarantee that we will always be successful. So far, the Portfolio's
net asset value per share has never deviated from $1.

* * *

In choosing portfolio securities, the investment advisers to the
International Bond, Total Return Bond, Intermediate-Term Bond and Mortgage
Backed Securities Portfolios consider economic conditions and interest rate
fundamentals and, for foreign debt securities, country and currency selection.
The investment advisers also evaluate individual debt securities within each
fixed-income sector based upon their relative investment merit and consider
factors such as yield, duration and potential for price or currency appreciation
as well as credit quality, maturity and risk.

* * *

For more information, see "Investment Risks" below and the Statement of
Additional Information, "Description of the Portfolios, Their Investments and
Risks." The Statement of Additional Information -- which we refer to as the SAI
- --contains additional information about the Portfolios. To obtain a copy, see
the back cover page of this prospectus.

29
<PAGE> 33
HOW THE PORTFOLIOS INVEST

Although we make every effort to achieve each Portfolio's objective, we
can't guarantee success. Each Portfolio`s investment objective is a fundamental
policy that cannot be changed without shareholder approval. The Board of the
Trust can change investment policies that are not fundamental.

MORTGAGE-RELATED SECURITIES

The INTERNATIONAL BOND, TOTAL RETURN BOND, INTERMEDIATE-TERM BOND and MORTGAGE
BACKED SECURITIES PORTFOLIOS may each invest in MORTGAGE-RELATED SECURITIES
issued or guaranteed by U.S. governmental entities or private issuers. In
addition, the INTERNATIONAL BOND PORTFOLIO may invest in mortgage-related
securities issued or guaranteed by foreign governmental entities. These
securities are usually pass-through instruments that pay investors a share of
all interest and principal payments from an underlying pool of fixed or
adjustable rate mortgages. Mortgage-related securities issued by the U.S.
Government or its agencies include FNMAs, GNMAs and debt securities issued by
the FHLMC. The U.S. Government or the issuing agency directly or indirectly
guarantees the payment of interest and principal on these securities, but not
their value. Private mortgage-related securities that are not guaranteed by U.S.
governmental entities generally have one or more types of credit enhancement to
ensure timely receipt of payments and to protect against default.

Mortgage pass-through securities include collateralized mortgage
obligations, multi-class pass-through securities and stripped mortgage-backed
securities. A COLLATERALIZED MORTGAGE OBLIGATION (CMO) is a security backed by
an underlying portfolio of mortgages or mortgage-backed securities that may be
issued or guaranteed by a bank or by U.S. governmental entities. A MULTI-CLASS
PASS-THROUGH SECURITY is an equity interest in a trust composed of underlying
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 CMO
or to make scheduled distributions on the multi-class pass-through security. A
STRIPPED MORTGAGE-BACKED SECURITY (MBS STRIP) may be issued by U.S. governmental
entities or by private institutions. MBS strips take the pieces of a debt
security (principal and interest) and break them apart. The resulting securities
may be sold separately and may perform differently.

The values of mortgage-backed securities vary with changes in market
interest rates generally and in yields among various kinds of mortgage-related
securities. Such values are particularly sensitive to changes in prepayments of
the underlying mortgages. For example, during periods of falling interest rates,
prepayments tend to increase as homeowners and others refinance their
higher-rate mortgages; these prepayments reduce the anticipated duration of the
mortgage-related securities. Conversely, during

30 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
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HOW THE PORTFOLIOS INVEST

periods of rising interest rates, prepayments can be expected to decline, which
has the effect of extending the anticipated duration at the same time that the
value of the securities declines. MBS strips tend to be even more highly
sensitive to changes in prepayment and interest rates than mortgage-related
securities and CMOs generally.

ASSET-BACKED SECURITIES

The INTERNATIONAL BOND, TOTAL RETURN BOND, INTERMEDIATE-TERM BOND and MORTGAGE
BACKED SECURITIES PORTFOLIOS may each invest in ASSET-BACKED DEBT SECURITIES. An
asset-backed security is another type of pass-through instrument that pays
interest based upon the cash flow of an underlying pool of assets, such as
automobile loans and credit card receivables. Unlike mortgage-related
securities, asset-backed securities are usually not collateralized.

OTHER INVESTMENTS AND STRATEGIES

In addition to their principal strategies, we may also use the following
investment strategies to increase the Portfolios' returns or protect their
assets if market conditions warrant.

TEMPORARY DEFENSIVE INVESTMENTS

In response to adverse market, economic or political conditions, we may
temporarily invest up to 100% of a Portfolio's assets in money market
instruments or U.S. Government securities. Investing heavily in these securities
limits our ability to achieve capital appreciation, but can help to preserve a
Portfolio's assets when the markets are unstable.

MONEY MARKET INSTRUMENTS. Each Portfolio may invest in high quality MONEY
MARKET INSTRUMENTS. Money market instruments include the commercial paper of
U.S. and foreign corporations, obligations of U.S. and foreign banks,
certificates of deposit and obligations issued or guaranteed by the U.S.
Government or its agencies or a foreign government. The U.S. GOVERNMENT MONEY
MARKET PORTFOLIO will normally limit its investments in these instruments to
securities issued or guaranteed by the U.S. Government or its agencies.

All Portfolios except the International Bond Portfolio will generally
purchase money market instruments in one of the two highest short-term quality
ratings of a major rating service. The INTERNATIONAL BOND PORTFOLIO will only
purchase money market instruments in the highest short-term quality rating of a
major rating service. The Portfolios may also invest in money market instruments
that are not rated, but which we believe are of comparable quality to the
instruments described above.

31
<PAGE> 35
HOW THE PORTFOLIOS INVEST

U.S. GOVERNMENT SECURITIES. The Portfolios may invest in DEBT OBLIGATIONS
ISSUED BY THE U.S. TREASURY. Treasury securities have varying interest rates and
maturities, but they are all backed by the full faith and credit of the U.S.
Government.

The Portfolios may also invest in other DEBT OBLIGATIONS ISSUED OR
GUARANTEED BY THE U.S. GOVERNMENT and government-related entities. Some of these
debt securities are backed by the full faith and credit of the U.S. Government,
like GNMA obligations. Debt securities issued by other government entities, like
obligations of FNMA and SLMA, are not backed by the full faith and credit of the
U.S. Government. However, these issuers have the right to borrow from the U.S.
Treasury to meet their obligations. In contrast, the debt securities of other
issuers, like the Farm Credit System, depend entirely upon their own resources
to repay their debt.

The U.S. Government sometimes "strips" its debt obligations into their
component parts: the U.S. Government's obligation to make interest payments and
its obligation to repay the amount borrowed. These STRIPPED SECURITIES are sold
to investors separately. Stripped securities do not make periodic interest
payments. They are usually sold at a discount and then redeemed for their face
value on their maturity dates. These securities increase in value when interest
rates fall and lose value when interest rates rise. However, the value of
stripped securities generally fluctuates more in response to interest rate
movements than the value of traditional debt obligations. A Portfolio may try to
earn money by buying stripped securities at a discount and either selling them
after they increase in value or holding them until they mature.

DEBT OBLIGATIONS

In addition to their principal investments, the LARGE CAPITALIZATION VALUE,
SMALL CAPITALIZATION VALUE and INTERNATIONAL EQUITY PORTFOLIOS may invest in
debt obligations for their appreciation potential. The Large Capitalization
Value, Small Capitalization Value and International Equity Portfolios may invest
in debt obligations issued by U.S. and foreign companies that are rated at least
A by S&P or by Moody's or the equivalent by another major rating service. The
Large Capitalization Value and Small Capitalization Value Portfolios may also
invest in asset-backed securities from time to time. See "Asset-Backed
Securities" above.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS

The TOTAL RETURN BOND, INTERMEDIATE-TERM BOND and MORTGAGE BACKED SECURITIES
PORTFOLIOS may each enter into REVERSE REPURCHASE AGREEMENTS and DOLLAR ROLLS.
When a Portfolio enters into a reverse repurchase agree-

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HOW THE PORTFOLIOS INVEST

ment, the Portfolio borrows money on a temporary basis by selling a security
with an obligation to repurchase it at an agreed-upon price and time.

When a Portfolio enters into a dollar roll, the Portfolio sells securities
to be delivered in the current month and repurchases substantially similar (same
type and coupon) securities to be delivered on a specified future date by the
same party. The Portfolio is paid the difference between the current sales price
and the forward price for the future purchase as well as the interest earned on
the cash proceeds of the initial sale.

LEVERAGE

The TOTAL RETURN BOND, INTERMEDIATE-TERM BOND and MORTGAGE BACKED SECURITIES
PORTFOLIOS may borrow from banks or through reverse repurchase agreements and
dollar rolls to take advantage of investment opportunities. This is known as
using "leverage." If a Portfolio borrows money to purchase securities and those
securities decline in value, then the value of the Portfolio's shares will
decline faster than if the Portfolio were not leveraged.

SHORT SALES

The MORTGAGE BACKED SECURITIES PORTFOLIO may make SHORT SALES of a security.
This means that the Portfolio may sell a security that it does not own when we
think the value of the security will decline. The Portfolio generally borrows
the security to deliver to the buyer in a short sale. The Portfolio must then
buy the security at its market price when the borrowed security must be returned
to the lender. Short sales involve costs and risks. The Portfolio must pay the
lender interest on the security it borrows, and the Portfolio will lose money if
the price of the security increases between the time of the short sale and the
date when the Portfolio replaces the borrowed security. The Portfolio may also
make SHORT SALES "AGAINST THE BOX." In a short sale against the box, at the time
of sale, the Portfolio owns or has the right to acquire the identical security
at no additional cost. When selling short against the box, the Portfolio gives
up the opportunity for capital appreciation in the security.

REPURCHASE AGREEMENTS

The Portfolios may each use REPURCHASE AGREEMENTS, where a party agrees to sell
a security to the Portfolio and then repurchase it at an agreed-upon price at a
stated time. A repurchase agreement is like a loan by a Portfolio to the other
party that creates a fixed return for the Portfolio.

33
<PAGE> 37
HOW THE PORTFOLIOS INVEST

CONVERTIBLE SECURITIES

Each Portfolio other than the U.S. Government Money Market Portfolio may also
invest in CONVERTIBLE SECURITIES. These are securities -- like bonds, corporate
notes and preferred stock -- that we can convert into the company's common stock
or some other equity security.

DERIVATIVE STRATEGIES

The INTERNATIONAL EQUITY, INTERNATIONAL BOND, TOTAL RETURN BOND,
INTERMEDIATE-TERM BOND and MORTGAGE-BACKED SECURITIES PORTFOLIOS may each use
various derivative strategies to try to improve the Portfolio's returns or
protect its assets, although we cannot guarantee that these strategies will
work, that the instruments necessary to implement these strategies will be
available or that the Portfolio will not lose money. The derivatives in which
these Portfolios may invest include FUTURES, OPTIONS AND OPTIONS ON FUTURES. In
addition, each of these Portfolios, except the Mortgage Backed Securities
Portfolio, may enter into FOREIGN CURRENCY EXCHANGE CONTRACTS and purchase
COMMERCIAL PAPER THAT IS INDEXED TO FOREIGN CURRENCY EXCHANGE RATES. Because the
International Equity and International Bond Portfolios invest a large percentage
of their assets in securities denominated in foreign currencies, we may use
"CURRENCY HEDGES" to help protect the Portfolios' NAVs from declining if a
particular foreign currency were to decrease in value against the U.S. dollar.

Derivatives involve costs and can be volatile. With derivatives, the
investment adviser tries to predict whether the underlying investment -- a
security, market index, currency, interest rate or some other benchmark -- will
go up or down at some future date. We may use derivatives to try to reduce risk
or to increase return consistent with a Portfolio's overall investment
objective. The investment adviser will consider other factors (such as cost) in
deciding whether to employ any particular strategy or use any particular
instrument. Any derivatives we use may not match a Portfolio's underlying
holdings and this could result in losses to the Portfolio that would not
otherwise have occurred. For more information about these strategies, see the
SAI, "Description of the Portfolios, Their Investments and Risks -- Risk
Management and Return Enhancement Strategies."

OPTIONS

The International Equity, International Bond, Total Return Bond,
Intermediate-Term Bond and Mortgage Backed Securities Portfolios may purchase
and sell put and call options on securities and currencies traded on U.S. or
foreign securities exchanges or in the over-the-counter market. An option is the
right to buy or sell securities in exchange for a premium. The options may

34 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
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HOW THE PORTFOLIOS INVEST

be on debt securities, aggregates of debt securities, financial indexes and U.S.
Government securities.The Portfolios will sell only covered options.

FUTURES CONTRACTS AND RELATED OPTIONS;
FOREIGN CURRENCY FORWARD CONTRACTS

The International Equity, International Bond, Total Return Bond,
Intermediate-Term Bond and Mortgage Backed Securities Portfolios may purchase
and sell financial futures contracts and related options on debt securities,
aggregates of debt securities, currencies, financial indexes or U.S. Government
securities. A futures contract is an agreement to buy or sell a set quantity of
underlying product at a future date or to make or receive a cash payment based
on the value of a securities index. The International Equity, International
Bond, Total Return Bond, and Intermediate-Term Bond Portfolios also may enter
into foreign currency forward contracts to protect the value of their assets
against future changes in the level of foreign currency exchange rates. A
foreign currency forward contract is an obligation to buy or sell a given
currency on a future date and at a set price.

ADDITIONAL STRATEGIES

The Portfolios may also use additional strategies, such as purchasing debt
securities on a WHEN-ISSUED or DELAYED-DELIVERY basis. When a Portfolio makes
this type of purchase, the price and interest rate are fixed at the time of
purchase, but delivery and payment for the debt obligations take place at a
later time. The Portfolio does not earn interest income until the date the debt
obligations are delivered.

The INTERNATIONAL BOND, TOTAL RETURN BOND, INTERMEDIATE-TERM BOND and
MORTGAGE BACKED SECURITIES PORTFOLIOS may each enter into INTEREST RATE SWAP
TRANSACTIONS. In a swap transaction, a Portfolio and another party "trade"
income streams. The swap is done to preserve a return or spread on a particular
investment or portion of a Portfolio or to protect against any increase in the
price of securities the Portfolio anticipates purchasing at a later date.

The Portfolios also follow certain policies when they BORROW MONEY (the
International Bond, Total Return Bond, Intermediate-Term Bond and Mortgage
Backed Securities Portfolios can each borrow up to 331/3% of the value of its
total assets, while the other Portfolios may each borrow up to 20% of the value
of its total assets); and HOLD ILLIQUID SECURITIES (each Portfolio, except the
U.S. Government Money Market Portfolio, may hold up to 15% of its net assets,
and the U.S. Government Money Market Portfolio may hold up to 10% of its net
assets, in illiquid securities, including securities

35
<PAGE> 39
HOW THE PORTFOLIOS INVEST

with legal or contractual restrictions, those without a readily available market
and repurchase agreements with maturities longer than seven days).

Each Portfolio is subject to certain investment restrictions that are
fundamental policies, which means they cannot be changed without shareholder
approval. For more information about these restrictions, see the SAI.

PORTFOLIO TURNOVER

As a result of the strategies described above, the International Bond,
Total Return Bond and Intermediate-Term Bond Portfolios may have an annual
portfolio turnover rate of over 100%. Portfolio turnover is generally the
percentage found by dividing the lesser of portfolio purchases or sales by the
monthly average value of the portfolio. High portfolio turnover (100% or more)
results in higher brokerage commissions and other transaction costs and can
affect a Portfolio's performance. It can also result in a greater amount of
distributions as ordinary income rather than long-term capital gains.

INVESTMENT RISKS

As noted, all investments involve risk, and investing in the Portfolios is no
exception. Since a Portfolio's holdings can vary significantly from broad market
indexes, performance of the Portfolios can deviate from performance of the
indexes. This chart outlines the key risks and potential rewards of the
Portfolios' principal investments and certain of the Portfolios' non-principal
investments and strategies. See, too, "Description of the Portfolios, Their
Investments and Risks" in the SAI.

<TABLE>
<CAPTION>
INVESTMENT TYPE
% OF PORTFOLIOS' TOTAL ASSETS RISKS POTENTIAL REWARDS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS - Individual stocks - Historically, stocks
could lose value have outperformed
Large Cap Growth, other investments
Large Cap Value, - The equity markets over the long term
Small Cap Growth and could go down,
Small Cap Value resulting in a - Generally, economic
Portfolios decline in value of growth means higher
At least 80% a Portfolio's corporate profits,
investments which leads to an
International increase in stock
Equity Portfolio - Companies that pay prices, known as
dividends may not do capital appreciation
At least 65% so if they don't
have profits or - May be a source of
adequate cash flow dividend income

- Changes in economic
or political
conditions, both
domestic and
international, may
result in a decline
in value of a
Portfolio's
investments
- ---------------------------------------------------------------------------------------------------------
</TABLE>

36 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
<PAGE> 40
HOW THE PORTFOLIOS INVEST

<TABLE>
<CAPTION>
INVESTMENT TYPE
% OF PORTFOLIOS' TOTAL ASSETS RISKS POTENTIAL REWARDS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
SMALL CAPITALIZATION - Stocks of small - Highly successful
STOCKS (market capi- companies are more smaller companies
talization below volatile and may can outperform
$1.5 billion) decline more than larger ones
those in the S&P 500
Small Cap Growth and Index
Small Cap Value
Portfolios - Small companies are
more likely to
At least 65% reinvest earnings
and not pay
International Equity dividends
Portfolio
- Changes in interest
Percentage varies rates may affect the
securities of small
companies more than
the securities of
larger companies

- ---------------------------------------------------------------------------------------------------------
DEBT OBLIGATIONS - A Portfolio's share - Bonds have generally
price, yield and outperformed money
Large Cap Value and total return will market instruments
Small Cap Value fluctuate in over the long term
Portfolios response to bond with less risk than
market movements stock
Up to 20%
- Credit risk -- the - Most bonds will rise
International Equity default of an issuer in value when
Portfolio would leave a interest rates fall
Portfolio with
Up to 35% unpaid interest or - Regular interest
principal. The lower income
International Bond a bond's quality,
Portfolio the higher its - High quality debt
potential volatility obligations are
Up to 100% generally more
- Market risk -- the secure than stock
Total Return Bond risk that the market since companies must
and Intermediate-Term value of an pay their debts
Bond Portfolios investment may move before paying
up or down, stockholders
Up to 100% sometimes rapidly or
unpredictably. - Investment-grade
Mortgage Backed Market risk may bonds have a lower
Securities Portfolio affect an industry, risk of default than
a sector, or the junk bonds
Up to 100% market as a whole
- Bonds with longer
- Interest rate risk maturity dates
-- the value of most typically have
bonds will fall when higher yields
interest rates rise;
the longer a bond's - Intermediate-term
maturity and the securities may be
lower its credit less susceptible to
quality, the more loss of principal
its value typically than longer term
falls. It can lead securities
to price volatility,
particularly for
junk bonds and
stripped securities
- ---------------------------------------------------------------------------------------------------------
</TABLE>

37
<PAGE> 41
HOW THE PORTFOLIOS INVEST

<TABLE>
<CAPTION>
INVESTMENT TYPE
% OF PORTFOLIOS' TOTAL ASSETS RISKS POTENTIAL REWARDS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
FOREIGN SECURITIES - Foreign markets, - Investors can
economies and participate in
International Equity political systems foreign markets and
and International may not be as stable invest in companies
Bond Portfolios as in the U.S., operating in those
particularly those markets
Up to 100% in developing
countries - Changing value of
Total Return Bond and foreign currencies
Intermediate-Term Bond - Currency risk --
Portfolios changing value of - Opportunities for
foreign currencies diversification
Up to 20% can cause losses
- Principal and
- May be less liquid interest on foreign
than U.S. stocks and government
bonds securities may be
guaranteed
- Differences in
foreign laws,
accounting
standards, public
information, custody
and settlement
practices provide
less reliable
information on
foreign investments
and involve more
risk

- Year 2000 conversion
may be more of a
problem for some
foreign issuers

- Not all government
securities are
insured or
guaranteed by
government, but only
by the issuing
agency

- ---------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT - Not all are insured - Regular interest
SECURITIES or guaranteed by the income
U.S. Government, but
U.S. Government Money only by the issuing - The U.S. Government
Market Portfolio agency guarantees interest
and principal
Up to 100% - Limits potential for payments on certain
capital appreciation securities
Other Portfolios
- Market risk - Generally more
Percentage varies, and secure than lower
up to 100% on - Interest rate risk quality debt
a temporary basis securities and
equity securities

- May preserve a
Portfolio's assets

- ---------------------------------------------------------------------------------------------------------
MONEY MARKET - U.S. Government - May preserve a
INSTRUMENTS money market Portfolio's assets
securities offer a
U.S. Government Money lower yield than
Market Portfolio lower-quality or
longer-term
Up to 100% securities

Other Portfolios - Limits potential for
capital appreciation
Up to 100% on
a temporary basis - Credit risk

- Market risk

- ---------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE> 42
HOW THE PORTFOLIOS INVEST

<TABLE>
<CAPTION>
INVESTMENT TYPE
% OF PORTFOLIOS' TOTAL ASSETS RISKS POTENTIAL REWARDS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
MORTGAGE-RELATED - Prepayment risk -- - Regular interest
SECURITIES the risk that the income
underlying mortgage
International Bond, may be prepaid - The U.S. Government
Total Return Bond partially or guarantees interest
and Intermediate-Term completely, and principal
Bond Portfolios generally during payments on certain
periods of falling securities
Percentage varies interest rates,
which could - May benefit from
Mortgage Backed adversely affect security interest in
Securities Portfolio yield to maturity real estate
and could require a collateral
Up to 100% Portfolio to
reinvest in - Pass-through
lower-yielding instruments provide
securities. greater
diversification than
- Credit risk -- the direct ownership of
risk that the loans
underlying mortgages
will not be paid by
debtors or by credit
insurers or
guarantors of such
instruments. Some
private mortgage
securities are
unsecured or secured
by lower-rated
insurers or
guarantors and thus
may involve greater
risk

- Market risk

- Interest rate risk

- ---------------------------------------------------------------------------------------------------------
HIGH YIELD DEBT - Higher credit risk - May offer higher
SECURITIES (JUNK BONDS) than higher-grade interest income than
debt securities higher-grade debt
International Bond securities and
Portfolio - Higher market risk higher potential
than higher-grade gains
Up to 25% debt securities

Total Return Bond - More volatile than
and Intermediate-Term higher-grade debt
Bond Portfolios securities

Up to 10% - May be more illiquid
(harder to value and
sell), in which case
valuation would
depend more on
investment adviser's
judgment than is
generally the case
with higher-rated
securities
- ---------------------------------------------------------------------------------------------------------
</TABLE>

39
<PAGE> 43
HOW THE PORTFOLIOS INVEST

<TABLE>
<CAPTION>
INVESTMENT TYPE
% OF PORTFOLIOS' TOTAL ASSETS RISKS POTENTIAL REWARDS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSET-BACKED - Prepayment risk - Regular interest
SECURITIES income
- The security
Large Cap Value, interest in the - Prepayment risk is
Small Cap Value, underlying generally lower than
International Bond, collateral may not with
Total Return Bond, be as great as with mortgage-related
Intermediate-Term mortgage-related securities
Bond and Mortgage securities
Backed Securities - Pass-through
Portfolios - Credit risk -- the instruments provide
risk that the greater
Percentage varies underlying diversification than
receivables will not direct ownership of
be paid by debtors loans
or by credit
insurers or
guarantors of such
instruments. Some
asset-backed
securities are
unsecured or secured
by lower-rated
insurers or
guarantors and thus
may involve greater
risk

- Market risk

- Interest rate risk

- ---------------------------------------------------------------------------------------------------------
DERIVATIVES - Derivatives such as - A Portfolio could
futures, options and make money and
International Equity, foreign currency protect against
International Bond, exchange contracts losses if the
Total Return Bond, may not fully offset investment analysis
Intermediate-Term Bond the underlying proves correct
and Mortgage Backed positions and this
Securities Portfolios could result in - One way to manage a
losses to the Portfolio's
Percentage varies Portfolio that would risk/return balance
not have otherwise by locking in the
occurred value of an
investment ahead of
- Derivatives used for time
risk management may
not have the - Derivatives that
intended effects and involve leverage
may result in losses could generate
or missed substantial gains at
opportunities low cost

- The other party to a - May be used to hedge
derivatives contract against changes in
could default currency exchange
rates
- Derivatives that
involve leverage
(borrowing for
investment) could
magnify losses

- Certain types of
derivatives involve
costs to a Portfolio
which can reduce
returns

- ---------------------------------------------------------------------------------------------------------
REVERSE REPURCHASE - May magnify - May magnify
AGREEMENTS AND underlying underlying
DOLLAR ROLLS investment losses investment gains

Total Return Bond, - Investment costs may
Intermediate-Term exceed potential
Bond and Mortgage underlying
Backed Securities investment gains
Portfolios

Up to 33 1/3%

- ---------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE> 44
HOW THE PORTFOLIOS INVEST

All Portfolios
Percentage varies

- ---------------------------------------------------------------------------------------------------------
BORROWING - Leverage borrowing - Leverage may magnify
for investments may investment gains
International Bond, magnify losses
Total Return Bond,
Intermediate-Term - Interest costs and
Bond and Mortgage investment fees may
Backed Securities exceed potential
Portfolios investment gains

Up to 33 1/3%

- ---------------------------------------------------------------------------------------------------------
ADJUSTABLE/FLOATING RATE - Value lags value of - Can take advantage
SECURITIES fixed rate of rising interest
securities when rates
Large Cap Value, interest rates
International Bond, change
Total Return Bond,
Intermediate-Term
Bond and Mortgage
Backed Securities
Portfolios

Percentage varies

- ---------------------------------------------------------------------------------------------------------
STRIPPED SECURITIES - More volatile than - Value rises faster
securities that have when interest rates
International Bond, not separated fall
Total Return Bond, principal and
Intermediate-Term interest
Bond and Mortgage
Backed Securities - Mortgage-backed
Portfolios stripped securities
have more prepayment
Percentage varies and interest rate
risk than other
mortgage-related
securities

- ---------------------------------------------------------------------------------------------------------
INTEREST RATE SWAPS - Helps protect the - Speculative
return on an technique including
International Bond, investment risk of loss of
Total Return Bond, interest payment
Intermediate-Term swapped
Bond and Mortgage
Backed Securities
Portfolios

Up to 5% of net assets

- ---------------------------------------------------------------------------------------------------------
ILLIQUID SECURITIES - May be difficult to - May offer a more
value precisely attractive yield or
U.S. Government Money potential for growth
Market Portfolio - May be difficult to than more widely
Up to 10% of net assets sell at the time or traded securities
Other Portfolios price desired

Up to 15% of net assets
- ---------------------------------------------------------------------------------------------------------
</TABLE>

41
<PAGE> 45
HOW THE TRUST IS MANAGED

BOARD OF TRUSTEES

The Board of Trustees oversees the actions of the Manager, the sub-advisers and
the Distributor and decides on general policies. The Board also oversees the
Trust's officers who conduct and supervise the daily business operations of the
Trust.

MANAGER

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC (PIFM)
GATEWAY CENTER THREE, 100 MULBERRY STREET
NEWARK, NJ 07102-4077

Under a management agreement with the Trust, PIFM manages the Trust's
investment operations, administers its business affairs and is responsible for
supervising the sub-adviser(s) (which we call an Adviser) for each of the
Portfolios. For the fiscal year ended December 31, 1999, the Trust paid PIFM the
management fees, and PIFM paid each Portfolio's Adviser(s) the sub-advisory
fees, set forth in the table below for each of the Portfolios (shown as a
percentage of average net assets).

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
ANNUAL DOLLAR ANNUAL
MANAGEMENT AMOUNT OF FEE PAID TO
FEE PAID TO MANAGEMENT ADVISER(S)
PORTFOLIO PIFM FEE BY PIFM
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Large Capitalization Growth Portfolio .60% $ .30%
Large Capitalization Value Portfolio .60% .30%
Small Capitalization Growth Portfolio .60% .40%
Small Capitalization Value Portfolio .60% .40%
International Equity Portfolio .70% .40%
International Bond Portfolio .50% .30%
Total Return Bond Portfolio .45% .25%
Intermediate-Term Bond Portfolio .45% .25%
Mortgage Backed Securities Portfolio .45% .25%
U.S. Government Money Market Portfolio .25% .125%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

Subject to the supervision of the Board of Trustees of the Trust, PIFM is
responsible for conducting the initial review of prospective Advisers for the
Trust. In evaluating a prospective Adviser, PIFM considers many factors,
including the firm's experience, investment philosophy and historical
performance. PIFM is also responsible for monitoring the performance of the
Trust's Advisers.

PIFM and the Trust operate under an exemptive order (the Order) from the
Securities and Exchange Commission that generally permits PIFM to enter into or
amend agreements with Advisers without obtaining shareholder

42 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
<PAGE> 46
HOW THE TRUST IS MANAGED

approval each time. This authority is subject to certain conditions, including
the requirement that the Board of Trustees approve any new or amended agreements
with Advisers. Shareholders of each Portfolio still have the right to terminate
these agreements for the Portfolio at any time by a vote of the majority of
outstanding shares of the Portfolio. The Trust will notify shareholders of any
new Advisers or material amendments to advisory agreements made pursuant to the
Order. On October 30, 1996, the shareholders of the Trust voted to allow the
Trust and PIFM to operate under the Order.

PIFM and its predecessors have served as manager or administrator to
investment companies since 1987. As of _____, 2000 PIFM served as the Manager to
all _____ of the Prudential mutual funds, and as Manager or administrator to
_____ closed-end investment companies, with aggregate assets of approximately
$___ billion.

ADVISERS AND PORTFOLIO MANAGERS

INTRODUCTION

The Advisers are responsible for the day-to-day management of each Portfolio, or
portion thereof, that they manage, subject to the supervision of PIFM and the
Board of Trustees. The Advisers are paid by PIFM, not the Trust.

The LARGE CAPITALIZATION GROWTH, LARGE CAPITALIZATION VALUE, SMALL
CAPITALIZATION GROWTH and SMALL CAPITALIZATION VALUE PORTFOLIOS each have two
Advisers, each of whom manages approximately 50% of the Portfolio's assets. For
each of these Portfolios, PIFM hired two Advisers with different investment
philosophies. PIFM believes that at any given time, certain investment
philosophies will be more successful than others and that a combination of
different investment approaches may benefit these Portfolios and help reduce
their volatility. PIFM periodically rebalances these Portfolios to maintain the
approximately equal allocation of their assets between the two Advisers.
Reallocations may result in higher portfolio turnover and correspondingly higher
transactional costs. In addition, Portfolios with two Advisers may experience
wash transactions -- where one Adviser buys a security at the same time the
other one sells it. When this happens, the Portfolio's position in that security
remains unchanged, but the Portfolio has paid additional transaction costs.

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HOW THE TRUST IS MANAGED

LARGE CAPITALIZATION GROWTH PORTFOLIO

COLUMBUS CIRCLE INVESTORS (CCI) and OAK ASSOCIATES, LTD. (OAK) are the Advisers
for the Large Capitalization Growth Portfolio. For their services as Advisers,
CCI and Oak each receive a fee from PIFM at the annual rate of .30% of the
average daily net assets of the portion of the Portfolio it manages.

CCI has specialized in large-cap equity investing since it was established
in 1975. As of _____, 2000, CCI had approximately $___ billion in assets under
management for corporate, nonprofit, government, union and mutual fund clients.
The address of CCI is Metro Center, One Station Place, 8th Floor, Stamford, CT
06902.

ANTHONY RIZZA, a Managing Director of CCI, has been primarily responsible
for managing CCI's part of the Portfolio since 1998. From 1995 to 1998, Mr.
Rizza was part of a team managing the Portfolio. Mr. Rizza is a Chartered
Financial Analyst and a member of the Hartford Society of Security Analysts. He
has been a portfolio manager with CCI since 1991.

OAK has specialized in large-cap equity investing since it was founded in
1985. Oak provides investment management services to both individual and
institutional clients. As of ____, 2000, Oak had more than $___ billion in
assets under management. The address of Oak is 3875 Embassy Parkway, Suite 250,
Akron, OH 44333.

JAMES D. OELSCHLAGER, President of Oak since 1985, has managed the assets
of the Portfolio since 1995. DONNA BARTON, MARGARET BALLINGER and DOUGLAS MACKAY
assist Mr. Oelschlager in managing the Portfolio's assets. Ms. Barton and Ms.
Ballinger have been with Oak since 1985, and Mr. MacKay has been a research
analyst with Oak since 1990.

LARGE CAPITALIZATION VALUE PORTFOLIO

INVESCO CAPITAL MANAGEMENT, INC. (INVESCO) and HOTCHKIS AND WILEY are the
Advisers for the Large Capitalization Value Portfolio. For their services as
Advisers, INVESCO and Hotchkis and Wiley each receive a fee from PIFM at the
annual rate of .30% of the average daily net assets of the portion of the
Portfolio it manages.

INVESCO has specialized in value-oriented equity investing since it was
organized in 1971. As of ____, 2000, INVESCO had approximately $__ billion in
assets under management for clients located throughout the U.S., Europe and
Japan. The address of INVESCO is 1315 Peachtree Street, Suite 500, Atlanta, GA
30309.

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HOW THE TRUST IS MANAGED

NIELSON BROWN, a Vice President of INVESCO, has managed the Portfolio since
its inception. Mr. Brown is a Chartered Financial Analyst and a member of the
Atlanta Society of Financial Analysts. He has been a portfolio manager with
INVESCO since 1989.

HOTCHKIS AND WILEY has specialized in large-cap equity investing since it
was formed in 1980. As of _____, 2000, Hotchkis and Wiley had approximately $___
billion in assets under management for corporate, public, endowment and
foundation and mutual fund clients. The address of Hotchkis and Wiley is 725 S.
Figueroa St., Suite 4000, Los Angeles, CA 90017.

ROGER DEBARD, Managing Director of Hotchkis and Wiley, has managed the
assets of the Portfolio since 1995. Mr. DeBard is a Chartered Financial Analyst
and has been a portfolio manager for Hotchkis and Wiley since 1985.

SMALL CAPITALIZATION GROWTH PORTFOLIO

SAWGRASS ASSET MANAGEMENT, L.L.C. (SAWGRASS) and FLEMING ASSET MANAGEMENT USA
(FLEMING USA) are the Advisers for the Small Capitalization Growth Portfolio.
For their services as Advisers, Sawgrass and Fleming USA each receive a fee from
PIFM at the annual rate of .40% of the average daily net assets of the portion
of the Portfolio it manages.

SAWGRASS has specialized in small-cap equity investing since it was
organized in 1998. Sawgrass was formed by a core group of investment
professionals who had worked together for 15 years at Barnett Capital Advisors,
Inc. As of _____,2000, Sawgrass had approximately $___ million in assets under
management for corporate, municipal, public and state retirement plans and
mutual funds. The address of Sawgrass is 4337 Pablo Oaks Court, Building 200,
Jacksonville, FL 32224.

DEAN MCQUIDDY, a principal and Director of Equity Investments of Sawgrass,
has managed the assets of the Portfolio since May 1999. Mr. McQuiddy is a
Chartered Financial Analyst and has been with Sawgrass since January 1998. Prior
to 1998, Mr. McQuiddy was the head small-cap portfolio manager of Barnett
Capital Advisors, Inc.

FLEMING USA is a division of Robert Fleming, Inc., the U.S. equity asset
management affiliate of Robert Fleming Holdings (Flemings Group). Globally, the
Flemings Group manages over $___ billion of assets on behalf of private
investors, companies, institutions, governments and central banks. Approximately
half of its assets under management are pension funds for institutions.
The balance of its assets under management are in open- and

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HOW THE TRUST IS MANAGED

closed-end pooled investment vehicles. Fleming USA's address is 320 Park Avenue,
New York, NY 10022.

Since August 1999, the assets of the Portfolio have been managed by a team
of portfolio managers. Eytan M. Shapiro, a Director and portfolio manager of
Fleming USA, is responsible for the day-to-day management of the Portfolio's
assets. Mr. Shapiro has been with Fleming USA since 1992 and with the Flemings
Group since 1985. The other members of the team are Timothy R.V. Parton,
Christopher M. V. Jones and T. Gary Lieberman. Mr. Parton, a Director and
portfolio manager with Fleming USA, has been with Fleming USA since 1990 and
with the Flemings Group since 1986. Mr. Jones, a Director and portfolio manager
of Fleming USA, as well as Chief Investment Officer of its Small Cap Equity
Group, joined Fleming USA in 1986 and began his career with the Flemings Group
in 1982. Mr. Lieberman is a Vice President and analyst with Fleming USA and has
been with the firm since 1995. Prior to joining Fleming USA, Mr. Lieberman was
an analyst with Saloman Brothers Asset Management.

SMALL CAPITALIZATION VALUE PORTFOLIO

LAZARD ASSET MANAGEMENT (LAZARD) and DLJ ASSET MANAGEMENT, INC., (DLJAM)
(FORMALLY KNOWN AS WOOD, STRUTHERS & WINTHROP MANAGEMENT CORP.) are the Advisers
for the Small Capitalization Value Portfolio. For their services as Advisers,
Lazard and DLJAM each receive a fee from PIFM at the annual rate of .40% of the
average daily net assets of the portion of the Portfolio it manages.

LAZARD is a division of Lazard Freres & Co. LLC (Lazard Freres), a
New York limited liability company. Since it was formed in 1970, Lazard has
provided investment management services to both individual and institutional
clients. As of ____, 2000, Lazard and its global affiliates had approximately
$___ billion in assets under management. The address of Lazard is 30 Rockefeller
Plaza, New York, NY 10112.

HERBERT W. GULLQUIST and EILEEN D. ALEXANDERSON have managed the assets of
the Portfolio since 1995. Mr. Gullquist, a Managing Director and Vice Chairman
of Lazard Freres and Chief Investment Officer of Lazard, has been with Lazard
since 1982. Ms. Alexanderson, a Managing Director of Lazard Freres and a
Certified Financial Analyst, has been with Lazard since 1979.

DLJAM was founded in 1871 and has specialized in small-cap equity investing
since 1967. DLJAM provides investment management services to both individual and
institutional clients. As of _____, 2000, DLJAM had

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HOW THE TRUST IS MANAGED

approximately $___ billion in assets under management. The address of DLJAM is
277 Park Avenue, New York, NY 10172.

JAMES A. ENGLE and ROGER W. VOGEL have managed the assets of the Portfolio
since 1995. Mr. Engle has been the Chief Investment Officer of DLJAM since 1988.
Mr. Vogel, who is Senior Vice President for the Equities Division at DLJAM, has
been the lead small-cap equity portfolio manager of DLJAM since 1993.

INTERNATIONAL EQUITY PORTFOLIO

LAZARD is the Adviser to the International Equity Portfolio. For its services as
Adviser, Lazard receives a fee from PIFM at the annual rate of .40% of the
Portfolio's average daily net assets.

HERBERT W. GULLQUIST and JOHN R. REINSBERG have managed the Portfolio since
its inception. Mr. Gullquist, a Managing Director and Vice Chairman of Lazard
Freres and Chief Investment Officer of Lazard, has been with Lazard since 1982.
Mr. Reinsberg is a Managing Director of Lazard Freres and has been with Lazard
since 1992.

INTERNATIONAL BOND PORTFOLIO

DELAWARE INTERNATIONAL ADVISERS LTD. (DIAL) is the Adviser to the International
Bond Portfolio. For its services as Adviser, DIAL receives a fee from PIFM at
the annual rate of .30% of the Portfolio's average daily net assets. DIAL has
managed the Portfolio since August 28, 1997.

DIAL has specialized in international and global investing since 1990. As
of _____, 2000, DIAL had approximately $___ billion in assets under management.
The address of DIAL is 80 Cheapside, Third Floor, London, EC2V 6EE, United
Kingdom.

CHRISTOPHER A. MOTH, Senior Portfolio Manager of Investment Strategy at
DIAL, has headed the team managing the Portfolio since August 1999. Mr. Moth has
been with DIAL since 1992. The other members of the portfolio management team
are W. Hywel Morgan, Joanna Bates and John Kirk, all of whom are Senior
Portfolio Managers with DIAL. Mr. Morgan has been with DIAL since 1994. Mrs.
Bates has been with DIAL since 1997. Prior to joining DIAL, Ms. Bates was an
Associate Director at Hill Samuel Investment Management. Mr. Kirk has been with
DIAL since September 1998. Prior thereto, Mr. Kirk was a Director and Vice
President with the Royal Bank of Canada in London.

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HOW THE TRUST IS MANAGED

TOTAL RETURN BOND PORTFOLIO AND INTERMEDIATE-TERM BOND PORTFOLIO

PACIFIC INVESTMENT MANAGEMENT COMPANY (PIMCO) is the Adviser to the Total Return
Bond and Intermediate-Term Bond Portfolios. For its services as Adviser, PIMCO
receives a fee from PIFM at the annual rate of .25% of the average daily net
assets of each Portfolio.

PIMCO has specialized in fixed income investing since the firm was
established in 1971. As of _____, 2000, PIMCO had approximately $___ billion of
assets under management. The address of PIMCO is 840 Newport Center Drive, Suite
300, Newport Beach, CA 92660.

JOHN L. HAGUE, a Managing Director of PIMCO, has managed the Portfolios
since their inception. Mr. Hague has been a portfolio manager with PIMCO and its
predecessor since 1989.

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

WELLINGTON MANAGEMENT COMPANY, LLP (WMC) is the Adviser to the Mortgage Backed
Securities and U.S. Government Money Market Portfolios. For its services as
Adviser, WMC receives a fee from PIFM at the annual rate of .25% and .125% of
the average daily net assets of the Mortgage Backed Securities and U.S.
Government Money Market Portfolios, respectively.

WMC provides investment management services to investment companies,
employee benefit plans, endowment funds, foundations, other institutions and
individuals. As of _____, 2000, WMC had approximately $___ billion of assets
under management. The address of WMC is 75 State Street, Boston, MA 02109.

THOMAS L. PAPPAS, a Senior Vice President of WMC, has managed the Mortgage
Backed Securities Portfolio since its inception. Mr. Pappas has been a portfolio
manager with WMC since 1987. TIMOTHY E. SMITH, a Vice President of WMC, has
managed the U.S. Government Money Market Portfolio since 1997. Mr. Smith has
been a portfolio manager with WMC since 1992.

DISTRIBUTOR

Prudential Investment Management Services LLC (PIMS) distributes the Trust's
shares under a Distribution Agreement with the Trust.

YEAR 2000 READINESS DISCLOSURE

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

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HOW THE TRUST IS MANAGED

Although the Trust has not experienced any material problems with the services
provided by the Manager, the Advisor, the Distributor, Transfer Agent or
Custodian as a result of the change from 1999 to 2000, there remains a
possibility that computer software systems in use might be impaired or
unavailable because of the way dates are encoded and calculated. Such an 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 completed necessary changes to their computer systems in
connection with the year 2000. The Trust's service providers (or other
securities market participants) may experience future material problems in
connection with the year 2000. The Trust and its Board have instructed the
Trust's principal service providers to monitor and report year 2000 problems.

Additionally, issuers of securities generally as well as those purchased by
the Portfolios may confront Year 2000 compliance issues which, if material and
not resolved, could have an adverse impact on securities markets and/or a
specific issuer's performance and could result in a decline in the value of the
securities held by the Portfolios.

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PORTFOLIO DISTRIBUTIONS AND TAX ISSUES

Investors who buy shares of the Trust should be aware of some important tax
issues. For example, each Portfolio distributes DIVIDENDS of ordinary income and
any realized net CAPITAL GAINS to shareholders. These distributions are subject
to taxes, unless you hold your shares in a 401(k) plan, an Individual Retirement
Account (IRA), or some other qualified tax-deferred plan or account.

Also, if you sell shares of a Portfolio for a profit, you may have to pay
capital gains taxes on the amount of your profit, again unless your shares are
held in a qualified tax-deferred plan or account.

The following briefly discusses some of the important federal tax issues
you should be aware of, but is not meant to be tax advice. For tax advice,
please speak with your tax adviser.

DISTRIBUTIONS

Each Portfolio distributes DIVIDENDS of any net investment income to
shareholders on a regular basis as shown below.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
PORTFOLIO DIVIDENDS
- ------------------------------------------------------------------------------------
<S> <C>
International Bond, Total Return Bond,
Intermediate-Term Bond, Mortgage Backed Securities and Declared daily,
U.S. Government Money Market Portfolios paid monthly

Large Capitalization Growth, Large
Capitalization Value, Small Capitalization Growth, Declared and
Small Capitalization Value and International Equity Portfolios paid annually
</TABLE>

For example, if a Portfolio owns ACME Corp. stock and the stock pays a
dividend, the Portfolio will pay out a portion of this dividend to its
shareholders, assuming the Portfolio's income is more than its costs and
expenses. The dividends you receive from each Portfolio will be taxed as
ordinary income, whether or not they are reinvested in the Portfolio.

For Portfolios that invest in foreign securities, the amount of income
available for distribution to shareholders will be affected by any foreign
currency gains or losses generated by the Portfolio and cannot be predicted.
This fact, coupled with the different tax and accounting treatment of certain
currency gains and losses, increases the possibility that distributions, in
whole or in part, may be a return of capital to shareholders.

Each Portfolio also distributes realized net CAPITAL GAINS to shareholders
- -- typically once a year -- which are generated when the Portfolio sells its

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PORTFOLIO DISTRIBUTIONS AND TAX ISSUES

assets for a profit. For example, if a Portfolio bought 100 shares of ACME Corp.
stock for a total of $1,000 and more than one year later sold the shares for a
total of $1,500, the Portfolio has net long-term capital gains of $500, which it
will pass on to shareholders (assuming the Portfolio's total gains are greater
than any losses it may have). Capital gains are taxed differently depending on
how long the Portfolio holds the security -- if a security is held more than one
year before it is sold, LONG-TERM capital gains are taxed at the rate of 20%,
but if the security is held one year or less, SHORT-TERM capital gains are taxed
at ordinary income rates of up to 39.6%. Different rates apply to corporate
shareholders.

For your convenience, a Portfolio's distributions of dividends and capital
gains are AUTOMATICALLY REINVESTED in the Portfolio without any sales charge. If
you ask us to pay the distributions in cash, we will send you a check if your
account is with the Transfer Agent. Otherwise, if your account is with a broker,
you will receive a credit to your account. Shareholders participating in the
Target Program and investing through a Plan account are not eligible to receive
dividends and capital gains distributions in cash. Whether you receive these
distributions in additional shares or in cash, the distributions may be subject
to taxes, unless your shares are held in a qualified tax-deferred plan or
account.

TAX ISSUES

FORM 1099

Every year, you will receive a Form 1099, which reports the amount of dividends
and capital gains we distributed to you during the prior year. If you own shares
of a Portfolio as part of a qualified tax-deferred plan or account, your taxes
are deferred, so you will not receive a Form 1099. However, you will receive a
Form 1099 when you take any distributions from your qualified tax-deferred plan
or account.

Portfolio distributions are generally taxable to you in the calendar year
they are received, except when we declare certain dividends in the fourth
quarter and actually pay them in January of the following year. In such cases,
the dividends are treated as if they were paid on December 31 of the prior year.
Corporate shareholders are eligible for the 70% dividends-received deduction for
certain dividends.

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PORTFOLIO DISTRIBUTIONS AND TAX ISSUES

WITHHOLDING TAXES

If federal tax law requires you to provide the Trust with your tax
identification number and certifications as to your tax status, and you fail to
do this, we will withhold and pay to the U.S. Treasury 31% of your distributions
and sale proceeds. If you are subject to backup withholding, we will withhold
and pay to the U.S. Treasury 31% of your distributions. Dividends of net
investment income and short-term capital gains paid to a nonresident foreign
shareholder generally will be subject to a U.S. withholding tax of 30%. This
rate may be lower, depending on any tax treaty the U.S. may have with the
shareholder's country.

IF YOU PURCHASE JUST BEFORE RECORD DATE

If you buy shares of a Portfolio just before the record date (the date that
determines who receives the distribution), that distribution will be paid to
you. As explained above, the distribution may be subject to income or capital
gains taxes. You may think you've done well, since you bought shares one day and
soon thereafter received a distribution. That is not so because when dividends
are paid out, the value of each share of the Portfolio decreases by the amount
of the dividend and the market changes (if any) to reflect the payout. The
distribution you receive makes up for the decrease in share value. However, the
timing of your purchase does mean that part of your investment came back to you
as taxable income.

QUALIFIED RETIREMENT PLANS

Retirement plans and accounts allow you to defer paying taxes on investment
income and capital gains. Contributions to these plans may also be tax
deductible, although distributions from these plans generally are taxable. In
the case of Roth IRA accounts -- available to certain taxpayers beginning in
1998 -- contributions are not tax deductible, but distributions from the plan
may be tax-free. Please contact your financial adviser for information on a
variety of retirement plans offered by Prudential.

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PORTFOLIO DISTRIBUTIONS AND TAX ISSUES

IF YOU SELL OR EXCHANGE YOUR SHARES

If you sell any shares of a Portfolio for a profit, you have REALIZED A CAPITAL
GAIN, which is subject to tax, unless you hold shares in a qualified
tax-deferred plan or account. The amount of tax you pay depends on how long you
owned your shares. If you sell shares of a Portfolio for a loss, you may have a
capital loss, which you may use to offset certain capital gains you have.

+ Capital Gain
(taxes owed)
Receipts from Sale $ or
Capital Loss
(offset against gain)

Exchanging your shares of a Portfolio for the shares of another Portfolio
of the Trust is considered a sale for tax purposes. In other words, it's a
"taxable event." Therefore, if the shares you exchanged have increased in value
since you purchased them, you have capital gains, which are subject to the taxes
described above.

Any gain or loss you may have from selling or exchanging Portfolio shares
will not be reported on the Form 1099; however, proceeds from the sale or
exchange will be reported on Form 1099-B. Therefore, unless you hold your shares
in a qualified tax-deferred plan or account, you or your financial adviser
should keep track of the dates on which you buy and sell -- or exchange --
Portfolio shares, as well as the amount of any gain or loss on each transaction.
For tax advice, please see your tax adviser.

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HOW TO BUY, SELL AND EXCHANGE SHARES OF THE TRUST

INTRODUCTION

Shares of the Portfolios may be purchased by Target Program participants. Shares
of the Portfolios are also offered to certain investors who do not participate
in the Target Program. These investors include banks, trust companies and other
investment advisory services and certain fee-based programs sponsored by
Prudential Securities and its affiliates for which the Portfolios are available
investment options. Participants in these programs would not have to pay the
Target Program fee, but may have to pay different fees charged by their
broker-dealer or financial adviser, in addition to their proportionate share of
the expenses of the Portfolios in which they invest.

THE TARGET PROGRAM

The Target Program is an investment advisory service that provides each
participant with recommendations on how to allocate the participant's assets
among the Portfolios. Prudential Securities identifies your investment
objectives, preferences and risk tolerance by evaluating your responses to a
Questionnaire. Prudential Securities Financial Advisors will help you to
complete this Questionnaire.

Prudential Securities then uses an investment profile matrix and an asset
allocation methodology developed by Ibbotson Associates, Inc., an investment
consulting firm, to translate the investment needs, preferences and attitudes
expressed in your Questionnaire into a recommended allocation of your assets
among the Portfolios. Prudential Securities will provide you with a written
Evaluation that sets forth its recommendation. Under the Target Program,
Prudential Securities provides recommendations, but does not have the authority
to make investment decisions for any participant. You must make your own
investment decisions and you may implement or disregard any of Prudential
Securities' asset allocation recommendations. After you make your investment
decision, you may choose to have your investments in the Portfolios
automatically rebalanced (on a quarterly or annual basis) to maintain your
chosen allocation among the Portfolios.

Prudential Securities will provide you with a quarterly account statement
(Quarterly Account Monitor), which provides a comprehensive review of your
investment performance. The Quarterly Account Monitor also includes market
commentaries from the Advisers, as well as information on dividends,
distributions and portfolio transactions.

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HOW TO BUY, SELL AND EXCHANGE SHARES OF THE TRUST

Prudential Securities Financial Advisors may review your Evaluation and
Quarterly Account Monitors periodically with you and may arrange for Prudential
Securities to prepare a new Evaluation for you based on changes in your
financial status.

TARGET PROGRAM FEES. Prudential Securities receives a quarterly fee for the
services it provides to Target Program investors. These fees are in addition to
the expenses of the Portfolios. Financial advisors receive a portion of the
Target Program fees. The quarterly Target Program fee is calculated as a
percentage of a participant's investment in the Portfolios. The amount of the
fee depends on whether you invest in equity or income Portfolios and whether you
are investing through an individual retirement account or employee benefit plan
(collectively, Plans). This table shows the maximum annual Target Program fees
as a percentage of a participant's average daily net assets invested in the
Portfolios.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MAXIMUM ANNUAL TARGET PROGRAM FEES

NON-PLAN INVESTORS PLAN INVESTORS
- --------------------------------------------------------------------------------
<S> <C> <C>
Amounts Invested in Equity Portfolios 1.50% 1.25%
(Large Capitalization Growth, Large
Capitalization Value, Small Capitalization
Growth, Small Capitalization Value and
International Equity Portfolios)

Amounts Invested in Income Portfolios 1.00% 1.35%
(International Bond, Total Return Bond,
Intermediate-Term Bond, Mortgage Backed
Securities and U.S. Government
Money Market Portfolios)
- --------------------------------------------------------------------------------
</TABLE>

The maximum Target Program fees may be changed by Prudential Securities
upon notice to you. You may negotiate lower fees if your investment exceeds
$100,000. Fiduciary accounts with a common trustee (unaffiliated with Prudential
Securities) may be added together to determine whether the Target Program fee is
negotiable provided that the aggregate investment of such accounts in the Target
Program is at least $250,000. Prudential Securities will consider the size of
your Target account and your other accounts with Prudential Securities in
deciding whether to lower your fee. Before you open a Target Program account,
you must notify Prudential Securities of any factors that may make you eligible
for a reduction of the Target Program fee. Independent plan fiduciaries should
consider, in a

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HOW TO BUY, SELL AND EXCHANGE SHARES OF THE TRUST

prudent manner, the relationship of Target Program fees to be paid by their
Plans along with the level of services provided by Prudential Securities.

The following investors can participate in the Target Program without
paying the quarterly fee:

- banks, trust companies and other investment advisory services and
certain fee-based programs sponsored by Prudential Securities and its
affiliates for which the Portfolios are an available option

- Trustees of the Trust

- employees of Prudential Securities, PIFM and their subsidiaries and
family members of such persons maintaining an employee-related account
at Prudential Securities

In addition, the Target Program fee may be reduced or waived for the
following investors:

- certain banks, trust companies or unaffiliated investment advisers who
maintain accounts with Prudential Securities

- personal trusts that participate in The Prudential Bank Personal Trust
Program administered by Prudential Bank & Trust (as trustee) or its
affiliates.

Because Prudential Securities receives different Target Program fees
depending on whether investors invest in equity Portfolios or income Portfolios,
it may have a conflict of interest when making recommendations.

You can choose to have the quarterly Target Program fee automatically
deducted from your Prudential Securities account or billed to you quarterly.
Either way, the Target Program fee is shown in your monthly statement. The
initial fee is based on the value of your initial investment in the Portfolios.
The initial fee covers the period from your initial purchase through the last
day of the calendar quarter and is prorated accordingly. After you pay the
initial fee, the quarterly Target Program fee covers the calendar quarter during
which you pay the fee and is based on your current allocations as measured as of
the last day of the previous quarter. If you choose to be billed, you must pay
the initial fee by check within 45 calendar days after your initial purchase.

If you choose to have the Target Program fee automatically deducted from
your account, the fee will be deducted on the sixth business day of each
calendar quarter. If you don't have sufficient liquid assets (e.g., cash or
non-Target money market fund shares) in your account to pay the fee,

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HOW TO BUY, SELL AND EXCHANGE SHARES OF THE TRUST

Prudential Securities will automatically redeem an appropriate number of shares
of the Portfolios you own to cover the fee. If you are a non-Plan investor,
Prudential Securities would redeem shares of the Portfolio in which you have the
largest investment to cover the shortfall. If you invest through a Plan,
Prudential Securities would redeem shares on a pro rata basis from all
Portfolios in which you invest to cover the shortfall.

If you choose to be billed for the Target Program fee, you must pay the fee
by check within 45 days after the end of the last calendar quarter. If you do
not pay the fee when it is due, Prudential Securities will automatically deduct
the fee from your account. If you don't have sufficient liquid assets to cover
the fee, Prudential Securities will automatically redeem an appropriate number
of shares of the Portfolios you own to cover the shortfall as described in the
preceding paragraph.

You may also choose to pay the Target Program fee through automatic
redemptions of your shares in the Portfolios. You may instruct Prudential
Securities to automatically redeem shares of a particular Portfolio, from the
Portfolio in which you have the largest investment, or shares from all
Portfolios in which you invest on a pro rata basis. The automatic redemption
will be effected on or about the sixth business day of each calendar quarter.

HOW TO BUY SHARES

STEP 1: OPEN AN ACCOUNT

To purchase shares of the Portfolios through the Target Program, you must have a
securities account with Prudential Securities or one of its affiliates. You must
pay for Portfolio shares 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. If you already have an account with
Prudential Securities, you can pay for Portfolio shares by using free credit
cash balances in your account or through the sale of non-Target money market
fund shares held in your account.

MINIMUM INVESTMENT REQUIREMENTS. The minimum initial investment for Plan
accounts is $10,000. The minimum initial investment for non-Plan accounts is
$25,000.

The minimum initial investment is reduced to $10,000 for these non-Plan
investors:

- custodial accounts established under the Uniform Gifts to Minors Act

57
<PAGE> 61
HOW TO BUY, SELL AND EXCHANGE SHARES OF THE TRUST

- Trustees of the Trust (except that the minimum initial investment
requirement is waived entirely for Trustees who are paid under a
deferred fee agreement with the Trust)

- employees of Prudential Securities, PIFM and their subsidiaries and
family members of such persons with an employee-related account at
Prudential Securities

Fiduciary accounts that have a common trustee (unaffiliated with Prudential
Securities) may be added together for purposes of meeting the initial minimum
investment requirement, as long as the aggregate investment of these accounts in
the Target Program is at least $250,000. The minimum investment requirement may
also be reduced or waived for certain start-up Plans that have been in existence
for less than one year and for certain transfers from asset allocation programs
involving other mutual funds. Prudential Securities, in its discretion, may also
reduce the minimum initial investment requirement for any account. Before you
invest in the Portfolios, you must notify Prudential Securities of any factors
that may make you eligible for a waiver of the minimum investment requirements.

STEP 2: UNDERSTANDING THE PRICE YOU'LL PAY

The price you pay for each share of a Portfolio is based on the share value. The
share value of a mutual fund -- known as the NET ASSET VALUE or NAV -- is
determined by a simple calculation: it's the total value of the Portfolio
(assets minus liabilities) divided by the total number of shares outstanding.
For example, if the value of the investments held by Fund XYZ (minus its
expenses) is $1,000 and there are 100 shares of Fund XYZ owned by shareholders,
the price of one share of the fund -- or the NAV -- is $10 ($1,000 divided by
100). Portfolio securities are valued based upon market quotations or, if not
readily available, at fair value as determined in good faith under procedures
established by the Trust's Board. Most national newspapers report the NAVs of
most mutual funds, which allows investors to check the price of mutual funds
daily.

In determining the NAV of the U.S. GOVERNMENT MONEY MARKET PORTFOLIO, the
Trust values the Portfolio's securities using the amortized cost method. The
Portfolio seeks to maintain a NAV of $1 per share at all times.

We determine the NAV of each Portfolio except the U.S. Government Money
Market Portfolio once each business day at 4:15 p.m. New York Time (4:30 p.m.
for the U.S. Government Money Market Portfolio) on days that the

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HOW TO BUY, SELL AND EXCHANGE SHARES OF THE TRUST

New York Stock Exchange is open for trading. The NYSE is closed on national
holidays and Good Friday. For Portfolios that invest in foreign securities, the
NAV can change on days when you cannot buy or sell shares. We do not determine
NAV on days when we have not received any orders to purchase, sell or exchange,
or when changes in the value of a Portfolio's investments do not materially
affect its NAV.

WHAT PRICE WILL YOU PAY FOR SHARES OF THE PORTFOLIOS?

You will pay the NAV next determined after we receive your order to purchase.

STEP 3: ADDITIONAL SHAREHOLDER SERVICES

As a shareholder of the Trust, each Target Program participant can take
advantage of the following services and privileges:

THE PRUTECTOR PROGRAM. Optional group term life insurance -- which protects the
value of your Prudential Mutual Fund investment for your beneficiaries against
market declines -- is available to investors who purchase their shares through
Prudential. This insurance is subject to various restrictions and charges and is
not available in all states.

SYSTEMATIC WITHDRAWAL PLAN. A systematic withdrawal plan is available that will
provide you with monthly or quarterly checks.

REPORTS TO SHAREHOLDERS. Every year we will send you an annual report (along
with an updated prospectus) and a semi-annual report, which contain important
financial information about the Portfolios. To reduce fund expenses, we will
send one annual shareholder report, one semi-annual shareholder report and one
annual prospectus per household, unless you instruct us otherwise.

HOW TO SELL YOUR SHARES

You can sell your shares of the Trust for cash (in the form of a check) at any
time, subject to certain restrictions, by contacting your Prudential Securities
Financial Advisor or Prusec registered representative.

When you sell shares of a Portfolio -- also known as redeeming your shares
- -- the price you will receive will be the NAV next determined after Prudential
Securities or Prusec receives your order to sell.

59
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HOW TO BUY, SELL AND EXCHANGE SHARES OF THE TRUST

Generally, we will pay you for the shares that you sell within seven days
after Prudential Securities or Prusec receives your sell order. If you are
selling shares you recently purchased with a check, we may delay sending you the
sale proceeds until your check clears, which can take up to 10 days from the
purchase date. You can avoid delay if you purchase shares by wire, certified
check or cashier's check.

RESTRICTIONS ON SALES

There are certain times when you may not be able to sell shares of the
Portfolios, or when we may delay paying you the proceeds from a sale. This may
happen during unusual market conditions or emergencies when a Portfolio can't
determine the value of its assets or sell its holdings. For more information,
see the SAI, "Purchase, Redemption and Pricing of Shares."

SMALL ACCOUNTS

If you make a sale that reduces your Target Program account to less than
$10,000, the Trust may sell the rest of your shares and close your account. If
your shares are worth more than what you paid for them, this may cause you to
have a capital gain. See "Portfolio Distributions and Tax Issues -- If You Sell
or Exchange Your Shares." We will give you 30 days' notice, during which time
you can purchase additional shares to avoid this action.

HOW TO EXCHANGE YOUR SHARES

You can exchange your shares in a Portfolio for shares in another Portfolio of
the Trust without payment of any exchange fee. You may not exchange shares of
the Portfolios for shares of other Prudential mutual funds. If you wish to use
the exchange privilege, contact your Prudential Securities Financial Advisor or
Prusec registered representative. We may change the terms of the exchange
privilege after giving you 60 days' notice.

Remember, as we explained in the section entitled "Portfolio Distributions
and Tax Issues -- If You Sell or Exchange Your Shares," exchanging shares is
considered a sale for tax purposes. Therefore, if the shares you exchange are
worth more than you paid for them, you may have to pay capital gains tax. For
additional information about exchanging shares, see the SAI, "Shareholder
Investment Account -- Exchange Privilege."

60 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
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HOW TO BUY, SELL AND EXCHANGE SHARES OF THE TRUST

FREQUENT TRADING

Frequent trading of Portfolio shares in response to short-term fluctuations in
the market -- also known as "market timing" -- may make it very difficult to
manage a Portfolio's investments. When market timing occurs, a Portfolio may
have to sell portfolio securities to have the cash necessary to redeem the
market timer's shares. This can happen at a time when it is not advantageous to
sell any securities, so the Portfolio's performance may be hurt. When large
dollar amounts are involved, market timing can also make it difficult to use
long-term investment strategies because we cannot predict how much cash the
Portfolio will have to invest. When, in our opinion, such activity would have a
disruptive effect on portfolio management, the Portfolio reserves the right to
refuse purchase orders and exchanges into the Portfolio by any person, group or
commonly controlled account. The decision may be based upon dollar amount,
volume and frequency of trading. The Trust may notify a market timer of
rejection of an exchange or purchase order after the day the order is placed. If
the Trust allows a market timer to trade Portfolio shares, it may require the
market timer to enter into a written agreement to follow certain procedures and
limitations.

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<PAGE> 65
FINANCIAL HIGHLIGHTS

The financial highlights will help you evaluate each Portfolio's financial
performance. The TOTAL RETURN in each chart represents the rate that a
shareholder earned on an investment in that particular Portfolio, assuming
reinvestment of all dividends and other distributions. The information is for
the periods indicated.

Review each chart with the financial statements and report of independent
accountants, which appear in the annual report and the SAI and are available
upon request. Additional performance information is contained in the annual
report, which you can receive at no charge.

LARGE CAPITALIZATION GROWTH PORTFOLIO

The financial highlights for the three years ended December 31, 1999 were
audited by , independent accountants, and the
financial highlights for the two years ended December 31, 1996 were audited by
other independent auditors, whose reports were unqualified.

LARGE CAP GROWTH PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997 1996 1995(2)
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $13.58 $12.97 $12.13 $9.74
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) -- (.01) --(3) .02 .10
Net realized and unrealized gain (loss)
on investment transactions 6.00 2.61 2.33 2.41
TOTAL FROM INVESTMENT OPERATIONS 5.99 2.61 2.35 2.51
- ---------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- -- (.01) (.02) (.10)
Distributions in excess of
net investment income -- -- -- -- (.01)
Distributions from net realized gains -- (1.28) (1.99) (1.49) (.01)
TOTAL DISTRIBUTIONS -- (1.28) (2.00) (1.51) (.12)
NET ASSET VALUE, END OF YEAR -- $18.29 $13.58 $12.97 $12.13
TOTAL RETURN(1) -- 44.22% 20.77% 21.09% 25.76%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $329,803 $243,895 $220,782 $180,077
Average net assets (000) -- $277,794 $242,233 $202,736 $162,982
RATIOS TO AVERAGE NET ASSETS:
Expenses -- .68% .73% .82% .78%
Net investment income (loss) -- (.05)% (.01)% .19% .88%
Portfolio turnover -- 54% 82% 65% 154%
</TABLE>

(1) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported.

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

(3) Less than $.005 per share.

62 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
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FINANCIAL HIGHLIGHTS

LARGE CAPITALIZATION VALUE PORTFOLIO

LARGE CAP VALUE PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997 1996(2) 1995(2)
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $16.21 $13.97 $12.57 $10.02
INCOME FROM INVESTMENT OPERATIONS:
Net investment income -- .28 .31 .31 .33
Net realized and unrealized gain (loss)
on investment transactions -- 1.34 3.77 2.07 2.89
TOTAL FROM INVESTMENT OPERATIONS -- 1.62 4.08 2.38 3.22
- -----------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- (.27) (.28) (.31) (.30)
Distributions in excess of
net investment income -- -- -- (.03) --
Distributions from net realized gains -- (1.69) (1.56) (.64) (.37)
TOTAL DISTRIBUTIONS -- (1.96) (1.84) (.98) (.67)
NET ASSET VALUE, END OF YEAR -- $15.87 $16.21 $13.97 $12.57
TOTAL RETURN(1) -- 10.25% 29.80% 19.17% 32.08%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $283,488 $275,093 $227,706 $187,596
Average net assets (000) -- $282,078 $253,579 $208,898 $163,124
RATIOS TO AVERAGE NET ASSETS:
Expenses -- .71% .72% .77% .76%
Net investment income -- 1.65% 1.90% 2.33% 2.83%
Portfolio turnover -- 24% 21% 22% 59%
</TABLE>

(1) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported.

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

63
<PAGE> 67
FINANCIAL HIGHLIGHTS

SMALL CAPITALIZATION GROWTH PORTFOLIO

SMALL CAP GROWTH PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997 1996 1995(2)
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $15.57 $14.93 $14.15 $11.59
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss) -- (.05) (.05) (.02) .02
Net realized and unrealized gain (loss)
on investment transactions -- .48 3.02 2.63 2.84
TOTAL FROM INVESTMENT OPERATIONS -- .43 2.97 2.61 2.86
LESS DISTRIBUTIONS:
Dividends from net investment income -- -- -- -- (.02)
Distributions from net realized gains -- (.65) (2.33) (1.83) (.28)
TOTAL DISTRIBUTIONS -- (.65) (2.33) (1.83) (.30)
NET ASSET VALUE, END OF YEAR -- $15.35 $15.57 $14.93 $14.15
TOTAL RETURN(1) -- 2.55% 20.85% 18.88% 24.62%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $158,982 $165,898 $147,469 $121,533
Average net assets (000) -- $162,654 $156,570 $141,496 $107,649
RATIOS TO AVERAGE NET ASSETS:
Expenses -- .77% .79% .89% .85%
Net investment income (loss) -- (.35)% (.36)% (.32)% .12%
Portfolio turnover -- .69% 106% 108% 120%
</TABLE>

(1) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported.

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

64 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
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FINANCIAL HIGHLIGHTS

SMALL CAPITALIZATION VALUE PORTFOLIO

SMALL CAP VALUE PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997(2) 1996(2) 1995(2)
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $17.50 $15.22 $13.07 $11.07
INCOME FROM INVESTMENT OPERATIONS:
Net investment income -- .08 .08 .11 .14
Net realized and unrealized gain (loss)
on investment transactions -- (1.27) 4.37 2.71 2.00
TOTAL FROM INVESTMENT OPERATIONS -- (1.19) 4.45 2.82 2.14
- ----------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (.07) (.08) (.11) (.14)
Distributions in excess of
net investment income -- -- (.01) -- --
Distributions from net realized gains -- (1.26) (2.08) (.56) --
TOTAL DISTRIBUTIONS -- (1.33) (2.17) (.67) (.14)
NET ASSET VALUE, END OF YEAR -- $14.98 $17.50 $15.22 $13.07
TOTAL RETURN(1) -- (6.62)% 29.98% 21.75% 19.21%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $141,557 $163,414 $126,672 $97,594
Average net assets (000) -- $153,756 $144,160 $110,564 $88,085
RATIOS TO AVERAGE NET ASSETS:
Expenses -- .79% .81% .92% 1.00%
Net investment income -- .48% .45% .77% 1.14%
Portfolio turnover -- 39% 36% 60% 110%
</TABLE>

(1) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported.

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

65
<PAGE> 69
FINANCIAL HIGHLIGHTS

INTERNATIONAL EQUITY PORTFOLIO

INTERNATIONAL EQUITY PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997 1996 1995(2)
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $14.27 $14.82 $13.64 $11.95
INCOME FROM INVESTMENT OPERATIONS:
Net investment income -- .23 .21 .25 .17
Net realized and unrealized gain (loss)
on investment transactions -- 1.98 1.32 1.79 1.67
TOTAL FROM INVESTMENT OPERATIONS -- 2.21 1.53 2.04 1.84
- ---------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- (.10) (.41) (.22) (.11)
Distributions from net realized gains -- (.84) (1.67) (.64) (.04)
Distributions in excess
of net realized gains -- -- -- -- --
TOTAL DISTRIBUTIONS -- (.94) (2.08) (.86) (.15)
NET ASSET VALUE, END OF YEAR -- $15.54 $14.27 $14.82 $13.64
TOTAL RETURN(1) -- 15.49% 10.60% 15.25% 15.38%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $244,291 $237,851 $240,563 $191,598
Average net assets (000) -- $246,335 $245,536 $221,626 $183,414
RATIOS TO AVERAGE NET ASSETS:
Expenses -- .91% .93% .99% 1.02%
Net investment income -- 1.42% 1.15% 1.77% 1.32%
Portfolio turnover -- 45% 37% 39% 76%
</TABLE>

(1) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported.

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

66 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
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FINANCIAL HIGHLIGHTS

INTERNATIONAL BOND PORTFOLIO

The financial highlights for the three years ended December 31, 1999 were
audited by , independent accountants, and the
financial highlights for the two years ended December 31, 1996, were audited by
other independent auditors, whose reports were unqualified.

INTERNATIONAL BOND PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $9.17 $10.17 $10.19 $9.57
INCOME FROM INVESTMENT OPERATIONS:
Net investment income -- .31 .42 .51 .57(2)
Net realized and unrealized gain (loss)
on investment transactions -- .45 (1.00) (.08) .82
TOTAL FROM INVESTMENT OPERATIONS -- .76 (.58) .43 1.39
- ----------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- (.31) -- (.21) (.57)
Distributions in excess of
net investment income -- (.06) (.06) -- --
Distributions from net realized gains -- (.04) --(2) (.24) (.20)
Tax return of capital distributions -- -- (.36) -- --
TOTAL DISTRIBUTIONS -- (.41) (.42) (.45) (.77)
NET ASSET VALUE, END OF YEAR -- $9.52 $9.17 $10.17 $10.19
TOTAL RETURN(3) -- 8.55% (5.73)% 4.45% 14.66%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $31,042 $31,189 $41,780 $34,660
Average net assets (000) -- $30,720 $35,163 $38,788 $29,510
RATIOS TO AVERAGE NET ASSETS:
Expenses -- 1.54% 1.35% 1.34% 1.00%(1)
Net investment income -- 3.38% 4.44% 5.02% 5.56%(1)
Portfolio turnover -- 110% 202% 226% 456%
</TABLE>

(1) Net of expense subsidies. For the year ended 12-31-95, 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 $.55, 1.15% and 5.40%, respectively.

(2) Less than $.005 per share.

(3) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported. Total returns for periods of less
than one year are not annualized.

67
<PAGE> 71
FINANCIAL HIGHLIGHTS

TOTAL RETURN BOND PORTFOLIO

TOTAL RETURN BOND PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $10.56 $10.28 $10.62 $9.48
INCOME FROM INVESTMENT OPERATIONS:
Net investment income -- .58 .57 .57 .62(1)
Net realized and unrealized gain (loss)
on investment transactions -- .27 .35 (.09) 1.18
TOTAL FROM INVESTMENT OPERATIONS -- .85 .92 .48 1.80
- --------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- (.58) (.54) (.56) (.58)
Distributions from net realized gains -- (.34) (.10) (.26) (.08)
TOTAL DISTRIBUTIONS -- (.92) (.64) (.82) (.66)
NET ASSET VALUE, END OF YEAR -- $10.49 $10.56 $10.28 $10.62
TOTAL RETURN(2) -- 8.28% 9.23% 5.02% 19.63%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $67,078 $50,411 $49,218 $45,118
Average net assets (000) -- $61,786 $48,123 $47,246 $37,023
RATIOS TO AVERAGE NET ASSETS:
Expenses -- .81% .91% .94% .85%(1)
Net investment income -- 5.54% 5.54% 5.67% 6.21%(1)
Portfolio turnover -- 327% 323% 340% 141%
</TABLE>

(2) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported.

68 THE TARGET PORTFOLIO TRUST [PHONE GRAPHIC] (800) 225-1852
<PAGE> 72
FINANCIAL HIGHLIGHTS

INTERMEDIATE-TERM BOND PORTFOLIO

INTERMEDIATE-TERM BOND PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $10.42 $10.30 $10.51 $9.56
INCOME FROM INVESTMENT OPERATIONS:
Net investment income -- .63 .58 .59 .63
Net realized and unrealized gain (loss)
on investment transactions -- .09 .28 (.07) .94
TOTAL FROM INVESTMENT OPERATIONS -- .72 .86 .52 1.57
- --------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- (.61) (.57) (.59) (.60)
Distributions from net realized gains -- (.17) (.17) (.14) (.02)
TOTAL DISTRIBUTIONS -- (.78) (.74) (.73) (.62)
NET ASSET VALUE, END OF YEAR -- $10.36 $10.42 $10.30 $10.51
TOTAL RETURN(1) -- 7.09% 8.57% 5.22% 16.87%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $105,283 $95,071 $100,392 $77,125
Average net assets (000) -- $101,219 $95,575 $81,723 $68,628
RATIOS TO AVERAGE NET ASSETS:
Expenses -- .66% .71% .73% .79%
Net investment income -- 5.71% 5.64% 5.69% 6.09%
Portfolio turnover -- 249% 249% 311% 93%
</TABLE>

(1) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported.

69
<PAGE> 73
FINANCIAL HIGHLIGHTS

MORTGAGE BACKED SECURITIES PORTFOLIO

MORTGAGE BACKED SECURITIES PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $10.45 $10.21 $10.31 $9.51
INCOME FROM INVESTMENT OPERATIONS:
Net investment income -- .64 .64 .65 .68(1)
Net realized and unrealized gain (loss)
on investment transactions -- .01 .23 (.12) .83
TOTAL FROM INVESTMENT OPERATIONS -- .65 .87 .53 1.51
- ---------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- (.63) (.63) (.63) (.68)
Distributions in excess of
net investment income -- -- -- -- (.03)
TOTAL DISTRIBUTIONS -- (.63) (.63) (.63) (.71)
NET ASSET VALUE, END OF YEAR -- $10.47 $10.45 $10.21 $10.31
TOTAL RETURN(2) -- 6.37% 8.82% 5.56% 16.18%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $72,870 $71,596 $73,867 $69,759
Average net assets (000) -- $73,737 $71,757 $72,214 $65,149
RATIOS TO AVERAGE NET ASSETS:
Expenses -- .70% .88% .91% .85%(1)
Net investment income -- 6.14% 6.21% 6.44% 6.79%(1)
Portfolio turnover -- 24% 128% 102% 154%
</TABLE>

(2) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported.

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FINANCIAL HIGHLIGHTS

U.S. GOVERNMENT MONEY MARKET PORTFOLIO

U.S. GOVERNMENT MONEY MARKET PORTFOLIO (FISCAL YEARS ENDED 12-31)

<TABLE>
<CAPTION>
PER SHARE OPERATING PERFORMANCE 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR -- $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income -- .048 .049 .045 .051(1)
TOTAL FROM INVESTMENT OPERATIONS -- .048 .049 .045 .051
- --------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- (.048) (.049) (.045) (.051)
TOTAL DISTRIBUTIONS -- (.048) (.049) (.045) (.051)
NET ASSET VALUE, END OF YEAR -- $1.00 $1.00 $1.00 $1.00
TOTAL RETURN(2) -- 4.88% 4.95% 4.53% 5.25%
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) -- $138,848 $42,326 $27,397 $18,855
Average net assets (000) -- $106,500 $37,675 $19,132 $20,173
RATIOS TO AVERAGE NET ASSETS:
Expenses -- .55% .65% .89% .75%(1)
Net investment income -- 4.85% 4.91% 4.49% 5.18%(1)
</TABLE>

(2) Total return assumes reinvestment of dividends and any other distributions.
It is calculated assuming shares are purchased on the first day and sold on
the last day of each period reported.

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APPENDIX I

DESCRIPTION OF SECURITY RATINGS

DESCRIPTION OF S&P CORPORATE BOND RATINGS:

AAA -- Debt rated AAA has 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 are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation. While
such obligations will likely have some quality and protective characteristics,
these may be outweighed by large uncertainties or major exposure to adverse
business, financial or economic conditions which could lead to the debtor's
inadequate capacity to meet its financial commitment on the debt.

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.

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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 some time 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
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.

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<PAGE> 77
Prime-1 repayment ability will often be evidenced by any of the following
characteristics:

- leading market positions in well-established industries

- high rate of return on funds employed

- conservative capitalization structure with moderate reliance on debt
and ample asset protection

- broad margins in earnings coverage of fixed financial charges and high
internal cash generation

- well-established access to a range of financial markets and assured
sources of alternate liquidity

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, 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

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<PAGE> 79
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.

(9) The quarterly investment advisory fee that is paid by a Plan to

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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

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<PAGE> 81
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 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.

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(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

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<PAGE> 83
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

(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

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(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> 85
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.

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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 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

- -------------------
(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> 87
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

- -------------------
(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.

84 THE TARGET PORTFOLIO TRUST [TELEPHONE GRAPHIC] (800) 225-1852
<PAGE> 88
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 and 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
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

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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

- -------------------
(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."

86 THE TARGET PORTFOLIO TRUST [TELEPHONE GRAPHIC] (800) 225-1852
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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 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

- -------------------
(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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<PAGE> 91
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

- -------------------
(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.

88 THE TARGET PORTFOLIO TRUST [TELEPHONE GRAPHIC] (800) 225-1852
<PAGE> 92
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 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

89
<PAGE> 93
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

- -------------------
(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.

90 THE TARGET PORTFOLIO TRUST [TELEPHONE GRAPHIC] (800) 225-1852
<PAGE> 94
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 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

- -------------------
(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.

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<PAGE> 95
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)

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.

- -------------------
(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.

92 THE TARGET PORTFOLIO TRUST [TELEPHONE GRAPHIC] (800) 225-1852
<PAGE> 96
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
TOT. MGT. S-A RET. PMF RET.
PORTFOLIO FEE (%) FEE (%) FEE (%)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
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

- -------------------
(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).

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<PAGE> 97
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.

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>
<CAPTION>
- -------------------------------------------------------------------------------------
OUTSIDE
AMOUNT MAX. OUTSIDE FEE FOR
PORTFOLIO INVESTED QUART. FEE QUART.
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
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>
<CAPTION>
- ---------------------------------------------------------------------------------------------
PMF RET.
PMF. RET. RED. FACT. FEE AFTER
PORTFOLIO FEE (%) (%) RED. FACT.
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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>

94 THE TARGET PORTFOLIO TRUST [TELEPHONE GRAPHIC] (800) 225-1852
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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)

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.

- -------------------
(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.

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<PAGE> 99
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

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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.)

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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.

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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.

(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

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<PAGE> 103
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.

(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.

(c) With respect to a section 404(c) Plan, written acknowledgment of
the receipt of such documents is provided by the Independent Plan

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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.

(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.

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<PAGE> 105
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.

(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

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<PAGE> 106
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

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

SECTION III. DEFINITIONS

For purposes of this exemption:

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

(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

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<PAGE> 107
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.

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

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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
Applicant's 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

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<PAGE> 109
.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 Representation 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 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

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<PAGE> 110
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-Advisor, 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.)

107
<PAGE> 111
FOR MORE INFORMATION

Please read this prospectus before you invest in the Portfolios and keep it for
future reference. For information or shareholder questions contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
P.O. BOX 15005
NEW BRUNSWICK, NJ 08906-5005
(800) 225-1852
(732) 417-7555

(if calling from outside the U.S.)

Outside Brokers Should Contact:

PRUDENTIAL INVESTMENT MANAGEMENT
SERVICES LLC
P.O. BOX 15035
NEW BRUNSWICK, NJ 08906-5035
(800) 778-8769

Visit Prudential's Web Site At:
http://www.prudential.com

Additional information about the Trust can be obtained without charge and can be
found in the following documents:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

(incorporated by reference into this prospectus)

ANNUAL REPORT

(contains a discussion of the market conditions and investment strategies
that significantly affected the Portfolios' performance)

SEMI-ANNUAL REPORT

TMF 158A

You can also obtain copies of Trust documents from the Securities and Exchange
Commission as follows:

By Mail:

Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-6009
(The SEC charges a fee to copy documents.)

In Person:

Public Reference Room in Washington, DC
(For hours of operation, call 1(800) SEC-0330)

Via the Internet:
http://www.sec.gov

CUSIP Numbers:
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
Mortgaged Backed Securities -- 875921-70-2
U.S. Government Money Market -- 875921-60-3

Investment Company Act File No:
811-7064
<PAGE> 112

THE TARGET PORTFOLIO TRUST(R)

Statement of Additional Information

May 1, 2000

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>

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, 2000, a copy of
which may be obtained from the Trust upon request.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
History of the Trust........................................ B-2
Description of the Portfolios, Their Investments and
Risks..................................................... B-2
Investment Restrictions..................................... B-35
Management of the Trust..................................... B-36
Control Persons and Principal Holders of Securities......... B-40
Investment Advisory and Other Services...................... B-42
Brokerage Allocation and Other Practices.................... B-48
Capital Shares, Other Securities and Organization........... B-51
Purchase, Redemption and Pricing of Shares.................. B-52
Shareholder Investment Account.............................. B-52
Net Asset Value............................................. B-54
Taxes, Dividends and Distributions.......................... B-56
Performance Information..................................... B-59
Financial Statements........................................ B-63
Report of Independent Accountants........................... B-110
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> 113

HISTORY OF THE TRUST

The Trust was organized as an unincorporated business trust in 1992 under
the laws of the State of Delaware.

DESCRIPTION OF THE PORTFOLIOS, THEIR INVESTMENTS AND RISKS

(a) CLASSIFICATION. The Trust is an open-end management investment
company. Each of the Portfolios except for the International Bond Portfolio is
classified as a diversified fund. The International Bond Portfolio is a
non-diversified fund.

(b) AND (c) INVESTMENT STRATEGIES, POLICIES AND RISKS. The investment
objectives of the Portfolios are set forth in the Trust's Prospectus. This
section provides additional information on the principal investment policies and
strategies of the Portfolios, as well as information on certain non-principal
investment policies and strategies. The Portfolios may not be successful in
achieving their respective objectives and you could lose money.

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.

OBLIGATIONS 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 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.

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 (1) obligations from which
the interest coupons have been stripped; (2) the interest coupons that are
stripped; and (3) 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. 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 "Mortgage-Backed Securities and Asset Backed Securities" below.

B-2
<PAGE> 114

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.

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.

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.

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

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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.

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 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.

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. These custodial receipts include
"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.

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.

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. The U.S. Government Money Market Portfolio will normally
limit its investments in money market instruments to securities issued or
guaranteed by the U.S. Govern-

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ment or its agencies. Money market 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. The Mortgage
Backed Securities Portfolio will limit its investment in money market
investments to those issued by U.S. issuers. 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.

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.

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

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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. 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.

Ratings of fixed-income securities represent the rating agency's opinion
regarding their credit quality and are not a guarantee of quality. Rating
agencies attempt to evaluate the safety of principal and interest payments and
do not evaluate the risks of fluctuations in market value. Also, rating agencies
may fail to make timely changes in credit ratings in response to subsequent
events, so that an issuer's current financial condition may be better or worse
than a rating indicates. See "Description of Security Ratings" in the
Prospectus.

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.

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During the fiscal year ended December 31, 1999, 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: [TO BE UPDATED]

<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL
RATINGS INVESTMENTS
- ------- ---------------------------------------------------------
INTERNATIONAL TOTAL RETURN INTERMEDIATE-TERM
BOND PORTFOLIO BOND PORTFOLIO BOND PORTFOLIO
-------------- -------------- -----------------
<S> <C> <C> <C>
AAA/Aaa % % %
AA/Aa % % %
A/A -- % %
BBB/Baa -- % %
BB/Ba -- % %
B/B -- -- --
CCC/Caa -- -- --
CC/Ca -- -- --
C/C -- -- --
Unrated --
- -------------------------------------------------------------------------------
</TABLE>

(1) 38% of the debt obligations held by the Portfolio were
unrated, but were deemed comparable to AAA/Aaa rated
obligations by the sub-adviser.

(2) 44% of the debt obligations held by the Portfolio were
unrated, but were deemed comparable to AAA/Aaa rated
obligations by the sub-adviser.

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.

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.

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.

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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.

A Portfolio's investments in foreign government securities may include debt
securities issued or guaranteed, as to payment of principal and interest, by
governments, semi-governmental entities, governmental agencies, supranational
entities and other governmental entities (collectively, the Government Entities)
of countries considered stable by an 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 Investment Bank and the Asian Development
Bank. Debt securities of "semi-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 semi-governmental issuers
include, among others, the Province of Ontario and the City of Stockholm.
Foreign government securities also include mortgage-backed securities issued by
foreign government entities including semi-governmental entities.

A portfolio may invest in mortgage-backed securities issued or guaranteed
by foreign government entities including semi-governmental entities, and Brady
Bonds, which are long term bonds issued by government entities in developing
countries as part of a restructuring of their commercial loans.

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 securities purchased by the
International Equity and International Bond Portfolios are denominated in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect each 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 each
Portfolio. If the value of a foreign currency rises against the U.S. dollar, the
value of a Portfolio's assets denominated in that currency will increase;
correspondingly, if the value of a foreign currency declines against the U.S.
dollar, the value of a Portfolio's assets denominated in that currency will
decrease. Under the Internal Revenue Code, the Portfolios are 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 Portfolios' 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 International Equity and
International Bond Portfolios value their assets daily in U.S. dollars, the
Portfolios will not convert their holdings of foreign currencies to U.S. dollars
daily. When a Portfolio converts its holdings to another currency, it may incur
conversion costs. Foreign
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exchange dealers may realize a profit on the difference between the price at
which they buy and sell currencies.

RISK FACTORS AND SPECIAL CONSIDERATIONS OF INVESTING IN EURO-DENOMINATED
SECURITIES. On January 1, 1999, 11 of the 15 member states of the European
Monetary Union introduced the "euro" as a common currency. During a three year
transitional period, the euro will coexist with each participating state's
currency and on July 1, 2002, the euro is expected to become the sole currency
of the participating states. During the transition period, the Portfolios will
treat the euro as a separate currency from that of any participating state.

The conversion may adversely affect the Portfolios if the euro does not
take effect as planned; if a participating state withdraws from the European
Monetary Union; or if the computing, accounting and trading systems used by the
Portfolios' service providers, or by entities with which the Trust or its
service providers do business, are not capable of recognizing the euro as a
distinct currency at the time of, and following, euro conversion. In addition,
the conversion could cause markets to become more volatile.

The overall effect of the transition of member states' currencies to the
euro is not known at this time. It is likely that more general short- and
long-term ramifications can be expected, such as changes in the economic
environment and change in the behavior of investors, which would affect a
Portfolio's investments and its net asset value. In addition, although U.S.
Treasury regulations generally provide that the euro conversion will not, in
itself, cause a U.S. taxpayer to realize gain or loss, other changes that may
occur at the time of the conversion, such as accrual periods, holiday
conventions, indices, and other features may require the realization of a gain
or loss by the Portfolios as determined under existing tax law.

The Trust's Manager has taken steps: (1) that it believes will reasonably
address euro-related changes to enable the Trust and its service providers to
process transactions accurately and completely with minimal disruption to
business activities and (2) to obtain reasonable assurances that appropriate
steps have been taken by the Trust's other service providers to address the
conversion. The Trust has not borne any expense relating to these actions.

MORTGAGE-BACKED SECURITIES AND ASSET-BACKED SECURITIES

MORTGAGE BACKED SECURITIES -- GENERAL. 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: (1) 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; (2) 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 (3) 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 issued or guaranteed by foreign, national,
state or provincial governmental instrumentalities, including semi-governmental
agencies.

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: (1) fixed rate level
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payment mortgage loans; (2) fixed rate graduated payment mortgage loans; (3)
fixed rate growing equity mortgage loans; (4) fixed rate mortgage loans secured
by manufactured (mobile) homes; (5) mortgage loans on multifamily residential
properties under construction; (6) mortgage loans on completed multifamily
projects; (7) 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); (8) 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 (9) 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 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.

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.

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. 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.

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,

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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.

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. 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.

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. 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
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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 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
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 (1) invest primarily in mortgage-backed securities, (2) do not
issue redeemable securities, (3) operate under general exemptive orders
exempting them from all provisions of the Investment Company Act and (4) 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.

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 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: (1) liquidity protection and

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(2) 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.

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.

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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.

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 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.
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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.

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. Each Portfolio does not currently intend to invest in repurchase
agreements whose maturities exceed one year. 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.

The Portfolios will only enter into repurchase transactions with parties
meeting creditworthiness standards approved by the Trustees. Each Adviser will
monitor the creditworthiness of such parties.

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
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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.

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.

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 swap transactions. 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.

Each Portfolio may 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. A 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 the

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Adviser is incorrect in its forecast of market values, interest rates and other
applicable factors, the investment 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. This amount will not exceed 5% of
a Portfolio's net assets. 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 not readily marketable in securities markets either within or outside of the
United States and securities that have legal or contractual restrictions on
resale (restructured securities). Repurchase agreements subject to demand are
deemed to have a maturity equal to the notice period.

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

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Restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act and privately placed commercial paper for which there is a
readily available market are treated as liquid only when deemed liquid under
procedures established by the Trustees. The Advisers will monitor the liquidity
of such restricted securities subject to the supervision of the Trustees. In
reaching liquidity decisions, the Advisers will consider, among others, 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 (that is, 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, (a) 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 (2) it
must not be "traded flat" (i.e., without accrued interest) or in default as to
principal or interest. The Portfolio's investments 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 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." 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.

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.

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 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.

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RISK MANAGEMENT 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 seek to reduce certain risks of its investments and to enhance
return. A Portfolio, and thus its investors, may lose money through any
unsuccessful use of these strategies. These strategies currently include the use
of foreign currency forward contracts, options, futures contracts and options
thereon. A Portfolio's ability to use these strategies may be limited by various
factors, such as market conditions, regulatory limits and tax considerations,
and there can be no assurance that any of these strategies will succeed. See
"Taxes, Dividends and Distributions." If new financial products and risk
management techniques are developed, each Portfolio may use them to the extent
consistent with its investment objectives and policies.

RISKS OF RISK MANAGEMENT AND RETURN ENHANCEMENT
STRATEGIES -- GENERAL. Participation in the options and futures markets and in
currency exchange transactions 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 these
strategies include (1) dependence on the Advisor's ability to predict correctly
movements in the direction of interest rates, securities prices and currency
markets; (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 risk that the counterparty may be unable to complete the transaction;
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 assets
in connection with hedging transactions.

OPTIONS TRANSACTIONS. A Portfolio may purchase and write (that is, sell)
put and call options on securities, currencies and financial indices that are
traded on U.S. and foreign securities exchanges or in the over-the-counter
market (OTC) to seek to enhance return or to protect against adverse price
fluctuations in securities in its portfolio. These options will be on debt
securities, aggregates of debt securities, financial indices (for example, 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.

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.

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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, as the writer of a put option, might, therefore,
be obligated to purchase the underlying securities or currency 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 (1) owns an
offsetting position in the underlying security or currency or (2) 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. 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 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.

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 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 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 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.

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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. A Portfolio may also buy and write
straddles (i.e., a combination of a call and a put written on the same security
at the same strike price where the same segregated collateral is considered
"cover" for both the put and the call). In such cases, a Portfolio will
segregate with its Custodian cash or other liquid assets equivalent to the
amount, if any, by which the put is "in-the-money, "i.e., the amount by which
the exercise price of the put exceeds the current market value of the underlying
security. It is contemplated that a Portfolio's use of straddles will be limited
to 5% of the Portfolio's net assets (meaning that the securities used for cover
or segregated as described above will not exceed 5% of the Portfolio's net
assets at the time the straddle is written). The writing of a call and a put on
the same security at the same stock price where the call and put are covered by
different securities is not considered a straddle for the purposes of this
limit. 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 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 the fulfillment of 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. As such, the value
of an OTC option is particularly dependent upon the financial viability of the
OTC counterparty.

Exchange traded options generally have a continuous liquid market while OTC
options may not. When a Portfolio writes an OTC option, it generally will be
able to close out the OTC options prior to
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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. With respect to options
written by a Portfolio, the inability to enter into a closing purchase
transaction could result in material losses to the Portfolio.

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

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

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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 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: (1) there may be insufficient trading interest in certain
options; (2) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (3) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options or underlying securities; (4) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (5) the facilities of an exchange or
a clearing corporation may not at all times be adequate to handle current
trading volume; or (6) 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 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

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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 no 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 herein.

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.

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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 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.

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
and related options which are traded on a commodities exchange or board of trade
to reduce certain risks of its investments and to attempt to enhance returns, 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.

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.

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

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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 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 segregate with its Custodian, 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.

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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 Portfolio's total assets. There is no overall limitation on the
percentage of the Portfolio's assets which may be subject to a hedge position.
Subject to these limitations and, 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'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 or currencies being
hedged is imperfect and there is a risk that the value of the securities or
currencies being hedged may increase or decrease at a greater rate than a
specified futures contract resulting in losses to a Portfolio.

A Portfolio may sell a futures contract to protect against the decline in
the value of securities or currencies 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

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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.

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.

Successful use of futures contracts is also subject to the ability of an
Adviser to forecast movements in the direction of the market and interest rates
and other factors affecting equity securities and currencies generally. In
addition, 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 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.

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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 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.

FOREIGN CURRENCY FORWARD CONTRACTS. The International Equity Portfolio,
Intermediate-Term Bond Portfolio, Total Return Bond Portfolio and International
Bond Portfolio may each enter into foreign currency forward 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-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 precise matching of 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.

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
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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 would 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 foreign currency forward 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. Also 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,
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.

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 foreign currency forward contract to (1) 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 (2) 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 exchange rates 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

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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.

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 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 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 or
other liquid assets or "qualified securities" 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," 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.

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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 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.

OTHER INVESTMENT STRATEGIES

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 other liquid assets or secured by an irrevocable letter
of credit in favor of the Portfolio in an amount equal to at least 100%
determined daily, of the market value of the loaned securities. The collateral
is segregated pursuant to applicable regulations. 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. A Portfolio cannot lend more than
33 1/3% of the value of its total assets (including the amount of the loan
collateral).

A loan may be terminated by the borrower or by a Portfolio at any time. If
the borrower fails to maintain the requisite amount of collateral, the loan
automatically terminates and 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 pursuant to procedures approved by the Board of Trustees 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.

Since voting or consent rights which accompany loaned securities pass to
the borrower, a Portfolio will follow the policy of calling the loaned
securities, in whole or in part as may be appropriate, 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 or may share the interest earned on collateral with the borrower.

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. 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
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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. Subject to the segregation requirement, a Portfolio
may purchase securities without limit. 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.

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 (1)
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 (2) 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: (1) deposited as collateral for the obligation to replace
securities borrowed to effect short sales and (2) 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 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) from banks 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
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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 (within 3 days) to reduce its borrowings even
though it may be disadvantageous from an investment standpoint to sell
securities at that time.

SEGREGATED ASSETS

When a Portfolio is required to segregate assets in connection with certain
portfolio transactions, it will designate cash or liquid assets as segregated
with the Trust's Custodian, State Street Bank and Trust Company (State Street).
"Liquid assets" mean cash, U.S. Government securities, equity securities
(including foreign securities), debt securities or other liquid, unencumbered
assets equal in value to its obligations in respect of potentially leveraged
transactions, marked-to-market daily. These include forward contracts,
when-issued and delayed delivery securities, futures contracts, written options
and options on futures contracts (unless otherwise covered). If collateralized
or otherwise covered, in accordance with Commission guidelines, these will not
be deemed to be senior securities.

(d) DEFENSIVE STRATEGY AND SHORT-TERM INVESTMENTS

When conditions dictate a temporary defensive strategy or pending
investment of proceeds from sales of the Portfolios' shares, the Large
Capitalization Growth, Large Capitalization Value, Small Capitalization Growth,
Small Capitalization Value, International Equity, International Bond, Total
Return Bond, Intermediate-Term Bond and Mortgage Backed Securities Portfolios
may invest without limit in money market instruments, including commercial paper
of domestic and foreign corporations, certificates of deposit, bankers'
acceptances and other obligations of domestic and foreign banks, and obligations
issued or guaranteed by the U.S. Government, its instrumentalities and its
agencies. Commercial paper will be rated, at the time of purchase, at lease
"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.
In addition, the Large Capitalization Value and Small Capitalization Value
Portfolios may invest without limit in corporate and other debt obligations and
the Large Capitalization Growth Portfolio may invest without limit in repurchase
agreements when the Adviser believes that a temporary defensive position is
appropriate.

(e) PORTFOLIO TURNOVER

Portfolio turnover rate is generally the percentage computed by dividing
the lesser of portfolio purchases or sales (excluding all securities, including
options, whose maturities or expiration date at acquisition were one year or
less) by the monthly average value of the long-term 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 "Brokerage

B-34
<PAGE> 146

Allocation and Other Practices." 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."
[During the fiscal year ended December 31, 1998, the International Bond, Total
Return Bond and Intermediate-Term Bond Portfolios experienced relatively high
portfolio turnover rates. The portfolio turnover rate for the International Bond
Portfolio was largely attributable to unusually high purchase and redemption
activity in that Portfolio during 1998. The portfolio turnover rate for the
Total Return and Intermediate-Term Bond Portfolios was largely attributable to
the roll-over of mortgage-backed securities.] [TO BE UPDATED]

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 (1) 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 (2) 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 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 its assets to secure such borrowings. For purposes of this
restriction, the purchase or sale of securities on a "when-issued" or delayed
delivery basis, forward foreign currency exchange contracts and collateral
arrangements relating thereto, and collateral arrangements with respect to
futures contracts and options thereon and with respect to the writing of options
and obligations of the Trust to Trustees pursuant to deferred compensation
arrangements are not deemed to be a pledge of assets or the issuance of a senior
security subject to this restriction.

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, except as permitted by
Section 5(b)(1) of the Investment Company Act of 1940 or any successor provision
on the requirements applicable to diversified investment companies 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. Buy or sell real estate or interests in real estate, except that the
Portfolio may purchase and sell mortgage-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.

B-35
<PAGE> 147

6. 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.

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

8. 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. For purposes of this limitation on securities lending, the value of a
Portfolio's total assets includes the collateral received in the transactions.

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

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.

MANAGEMENT OF THE TRUST

<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS+ AND AGE WITH THE TRUST DURING PAST FIVE YEARS
---------------------- ---------------- ----------------------
<S> <C> <C>
Eugene C. Dorsey (72) 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 Co., Inc.; 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.,
The High Yield Plus Fund, Inc. and The High
Yield Income Fund, Inc.; Trustee of The
Target Portfolio Trust, Target Funds and
Prudential Diversified Funds.
</TABLE>

B-36
<PAGE> 148

<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS+ AND AGE WITH THE TRUST DURING PAST FIVE YEARS
---------------------- ---------------- ----------------------
<S> <C> <C>
*Robert F. Gunia (52) Trustee Chief Administrative Officer (since June 1999)
of Prudential Investments; Vice President
(since September 1997) of The Prudential
Insurance Company of America (Prudential);
Executive Vice President and Treasurer
(since December 1996) of Prudential
Investments Fund Management LLC (PIFM);
Senior Vice President (since March 1987) of
Prudential Securities Incorporated
(Prudential Securities); formerly Chief
Administrative Officer (July 1990-September
1996), Director (January 1989-September
1996) and Executive Vice President,
Treasurer and Chief Financial Officer (June
1987-September 1996) of Prudential Mutual
Fund Management, Inc.; Vice President and
Director of The Asia Pacific Fund, Inc.
(since May 1989); Director of The High Yield
Income Fund, Inc.; Director or Trustee of 45
funds within the Prudential mutual funds.
Robert E. LaBlanc (65) Trustee President of Robert E. LaBlanc Associates,
Inc. (telecommunications) since 1981;
formerly General Partner at Salomon
Brothers; formerly Vice Chairman of
Continental Telecom; Director of Salient 3
Communications; Storage Technology
Corporation, Titan Corporation,
TIE/communications, Inc., The Tribune
Company, Chartered Semiconductor
Manufacturing, Ltd., Prudential Europe
Growth Fund, Inc., Prudential Global Genesis
Fund, Inc., Prudential Institutional
Liquidity Portfolio, Inc., Prudential
MoneyMart Assets, Inc., Prudential Natural
Resources Fund, Inc., Prudential Pacific
Growth Fund, Inc., Prudential Special Money
Market Fund, Inc., Prudential Tax-Free Money
Fund, Inc. and Prudential World Fund, Inc.;
Trustee of Cash Accumulation Trust, Command
Government Fund, Command Money Fund, Command
Tax-Free Fund, Prudential Developing Markets
Fund, The Target Portfolio Trust, Prudential
Diversified Funds, Target Funds and
Manhattan College.
Douglas H. McCorkindale (60) Trustee President (since September 1997) and Vice
Chairman (since March 1984) of Gannett Co.
Inc.; Director of Continental Airlines,
Inc., Gannett Co. Inc., Frontier
Corporation, First Financial Fund, Inc. and
The High Yield Plus Fund, Inc.; Trustee of
The Target Portfolio Trust, Target Funds and
Prudential Diversified Funds.
</TABLE>

B-37
<PAGE> 149

<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS+ AND AGE WITH THE TRUST DURING PAST FIVE YEARS
---------------------- ---------------- ----------------------
<S> <C> <C>
Thomas T. Mooney (58) Trustee President of the Greater Rochester Metro
55 St. Paul Street Chamber of Commerce; former Rochester City
Rochester, NY 14604 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., Northeast-Midwest Institute,
Monroe County Industrial Development
Corporation, and The High Yield Income Fund,
Inc.; President, Director and Treasurer of
First Financial Fund, Inc. and The High
Yield Plus Fund, Inc.; Trustee of The Target
Portfolio Trust, Target Funds and Prudential
Diversified Funds.
*David R. Odenath, Jr. (42) Trustee Officer in Charge, President, Chief Executive
Officer and Chief Operating Officer (since
June 1999), PIFM; Senior Vice President
(since June 1999), Prudential; Senior Vice
President (August 1993-May 1999),
PaineWebber Group, Inc.; Director or Trustee
of 44 funds within the Prudential mutual
funds.
Stephen Stoneburn (56) Trustee President and Chief Executive Officer,
Quadrant Media Corp. (publishing) (since
June 1996); formerly Senior Vice President
and Managing Director, Cowles Business Media
(January 1993-1995); prior thereto, Senior
Vice President (January 1991-1992) and
Publishing Vice President (May 1989-
December 1990) of Gralla Publications (a
division of United Newspapers, U.K.);
formerly Senior Vice President of Fairchild
Publications, Inc.; Director of Prudential
Europe Growth Fund, Inc., Prudential Global
Genesis Fund, Inc., Prudential Institutional
Liquidity Portfolio, Inc., Prudential
MoneyMart Assets, Inc., Prudential Natural
Resources Fund, Inc., Prudential Pacific
Growth Fund, Inc., Prudential Special Money
Market Fund, Inc., Prudential Tax-Free Money
Fund, Inc. and Prudential World Fund, Inc.;
Trustee of Cash Accumulation Trust, Command
Government Fund, Command Money Fund, Command
Tax-Free Fund, Prudential Developing Markets
Fund, The Target Portfolio Trust, Prudential
Diversified Funds and Target Funds.
</TABLE>

B-38
<PAGE> 150

<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATIONS
NAME, ADDRESS+ AND AGE WITH THE TRUST DURING PAST FIVE YEARS
---------------------- ---------------- ----------------------
<S> <C> <C>
*John R. Strangfeld, Jr. Trustee and Chief Executive Officer, Chairman, President
(45) President and Director of The Prudential Investment
Corporation (since January 1990); Executive
Vice President of Prudential Global Asset
Management Group of Prudential (since
February 1998); Chairman of Pricoa Capital
Group (since August 1989); Chief Executive
Officer of Private Asset Management Group of
Prudential (November 1994-December 1998);
President and Director or Trustee of 45
funds within the Prudential mutual funds.
Clay T. Whitehead (61) Trustee President of National Exchange Inc. (new
business development firm) (since May 1983);
Director or Trustee of 33 funds within the
Prudential mutual funds.
David F. Connor (36) Secretary Assistant General Counsel (since March 1998)
of Prudential Investment Fund Management LLC
(PIFM); Associate Attorney, Drinker Biddle &
Reath LLP prior thereto.
Grace C. Torres (40) Treasurer and First Vice President (since December 1996) of
Principal PIFM; First Vice President (since March
Financial and 1994) of Prudential Securities; formerly
Accounting First Vice President (March 1994- September
Officer 1996) of Prudential Mutual Fund Management,
Inc.
Stephen M. Ungerman (46) 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. (February
1993-September 1996) 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.

** Unless otherwise stated, the address of the directors and officers is Gateway
Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077.

The Trust has Trustees who, in addition to overseeing the actions of the
Trust's Manager, Advisors and Distributor, decide upon matters of general
policy. The Trustees also review the actions of the Trust's officers, who
conduct and supervise the daily business operations of the Trust.

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
75.

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 Trust currently pays each of its Trustees who is not an affiliated
person of the Manager or a Portfolio's Adviser annual compensation of $ , in
addition to certain out-of-pocket expenses.

B-39
<PAGE> 151

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 exemptive order
from the Commission, 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 December 31, 1999, Mr. Dorsey elected to receive his Trustee's fees pursuant
to the deferred fee agreement.

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, 1999 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, 1999.

COMPENSATION TABLE

<TABLE>
<CAPTION>
TOTAL 1999
COMPENSATION
FROM TRUST
AGGREGATE AND FUND
COMPENSATION COMPLEX PAID
NAME OF TRUSTEE FROM TRUST TO TRUSTEES
- ----------------------------------------------------------- ------------ -----------------
<S> <C> <C>
Eugene C. Dorsey*.......................................... $ $ ( )**
Robert F. Gunia............................................ -- -- --
Robert E. LaBlanc.......................................... $ $ ( )**
Douglas H. McCorkindale*................................... $ $ ( )**
Thomas T. Mooney*.......................................... $ $ ( )**
David R. Odenath, Jr....................................... -- -- --
Stephen Stoneburn.......................................... $ $ ( )**
Brian M. Storms, Former Trustee............................ -- -- --
John R. Strangfeld, Jr. ................................... -- -- --
Clay T. Whitehead.......................................... $ $ ( )**
</TABLE>

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

* Total compensation from all the Funds in the Fund Complex for the calendar
year ended December 31, 1999 includes amounts deferred at the election of
Trustees under the Funds' deferred compensation plan. Including accrued
interest, total compensation amounted to approximately $ for Mr. Dorsey,
$ for Mr. McCorkindale, and $ for Mr. Mooney.

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

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of April , 2000, the Trustees and officers of the Trust, as a group,
owned less than 1% of the outstanding shares of beneficial interest of the
Portfolios.

B-40
<PAGE> 152

As of April , 2000, the owners, directly or indirectly, of more than 5%
of the outstanding shares of beneficial interest of any Portfolio were as
follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME ADDRESS PORTFOLIO (% OF PORTFOLIO)
- ---- ------- --------- ----------------
<S> <C> <C> <C>
</TABLE>

[TO BE UPDATED]

As of April , 2000, Prudential Securities was record holder for other
beneficial owners of the following shares of beneficial interest outstanding and
entitled to vote in each Portfolio:

<TABLE>
<CAPTION>
NUMBER OF
PORTFOLIO SHARES
--------- ---------
<S> <C>
Large Capitalization Growth Portfolio....................... ( %)
Large Capitalization Value Portfolio........................ ( %)
Small Capitalization Growth Portfolio....................... ( %)
Small Capitalization Value Portfolio........................ ( %)
International Equity Portfolio.............................. ( %)
International Bond Portfolio................................ ( %)
Intermediate-Term Bond Portfolio............................ ( %)
Total Return Bond Portfolio................................. ( %)
Mortgage Backed Securities Portfolio........................ ( %)
U.S. Government Money Market Portfolio...................... ( %)
</TABLE>

B-41
<PAGE> 153

INVESTMENT ADVISORY AND OTHER SERVICES

(a) MANAGER AND ADVISERS

The Manager of the Trust is Prudential Investments Fund Management LLC
(PIFM or the Manager) Gateway Center Three, 100 Mulberry Street, New Jersey
07102-4077. PIFM serves as manager to all of the other investment companies
that, together with the Trust, comprise the Prudential Mutual Funds. See "How
the Fund is Managed -- Manager" in the Prospectus. As of , 2000,
PIFM managed and/or administered open-end and closed-end management investment
companies with assets of approximately $ billion. According to the
Investment Company Institute, as of December 31, 1999, the Prudential Mutual
Funds was the largest family of mutual funds in the United States.

PIFM is a subsidiary of Prudential Securities and The Prudential Insurance
Company of America (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. The Manager is authorized to
enter into subadvisory agreements for investment advisory services in connection
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 Custodian), 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 retained 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% 0.20%
Small Capitalization Value Portfolio................. 0.60% 0.20%
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>

B-42
<PAGE> 154

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) 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 Commission 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 provides that it will terminate automatically if
assigned, and that it may be terminated without penalty by either party upon not
more than 60 days' nor less than 30 days' written notice. 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.

B-43
<PAGE> 155

For the fiscal years ended December 31, 1999, 1998 and 1997, PIFM received
the following management fees:

<TABLE>
<CAPTION>
MANAGEMENT FEE PAID
------------------------------------------------------
ANNUALIZED
PERCENTAGE
OF AVERAGE NET
ASSETS AMOUNT
------------------ --------------------------------
PORTFOLIO 1999 1998 1997 1999 1998 1997
- --------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Large Capitalization Growth Portfolio..................... % .60% .60% $ $1,666,766 $1,453,397
Large Capitalization Value Portfolio...................... % .60% .60% 1,692,469 1,521,474
Small Capitalization Growth Portfolio..................... % .60% .60% 975,926 939,417
Small Capitalization Value Portfolio...................... % .60% .60% 922,536 864,964
International Equity Portfolio............................ % .70% .70% 1,724,342 1,718,754
International Bond Portfolio.............................. % .50% .50% 153,602 175,813
Total Return Bond Portfolio............................... % .45% .45% 278,041 216,559
Intermediate-Term Bond Portfolio.......................... % .45% .45% 455,487 430,089
Mortgage Backed Securities Portfolio...................... % .45% .45% 331,815 322,907
U.S. Government Money Market Portfolio.................... % .25% .25% 266,250 94,188
</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.

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.

B-44
<PAGE> 156

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) 1999 1998 1997
--------- ----------------- ----------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Large Capitalization Growth
Portfolio......................... 0.60% 0.30% $ $833,383 $726,699
Large Capitalization Value
Portfolio......................... 0.60% 0.30% 846,235 762,237
Small Capitalization Growth
Portfolio......................... 0.60% 0.40% 487,963 469,709
Small Capitalization Value
Portfolio......................... 0.60% 0.40% 461,267 432,482
International Equity Portfolio...... 0.70% 0.40% 985,388 982,146
International Bond Portfolio........ 0.50% 0.30% 92,161 105,488
Total Return Bond Portfolio......... 0.45% 0.25% 154,467 120,307
Intermediate-Term Bond Portfolio.... 0.45% 0.25% 253,048 238,938
Mortgage Backed Securities Portfolio... 0.45% 0.25% 184,342 179,393
U.S. Government Money Market
Portfolio......................... 0.25% 0.125% 133,125 47,094
</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 is a Delaware general partnership with two
partners. CCIP LLP, CCI's general partner, owns over 99% of CCI. Columbus Circle
Investors Management Inc. (CCIM), the other partner, owns the rest of CCI. Both
CCIP LLP and CCIM are owned by five of the managing directors of CCI. As of
, 2000, CCI had approximately $ billion in assets under
management.

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 , 2000, had more than $
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

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<PAGE> 157

corporation, is an indirect, wholly-owned subsidiary of AMVESCAP PLC, a global
money management firm. As of , 2000, INVESCO had approximately $
million 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 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. Hotchkis and Wiley has
served as Adviser for a portion of the Portfolio's assets since January 2, 1995.
As of , 2000, Hotchkis and Wiley had approximately $ billion in
assets under management for corporate, public, endowment and foundation, and
mutual fund clients.

SMALL CAPITALIZATION GROWTH PORTFOLIO

Sawgrass Asset Management, L.L.C. (Sawgrass), 4337 Pablo Oaks Court,
Building 200, Jacksonville, FL 32224, serves as one of two Advisers to the Small
Capitalization Growth Portfolio. Sawgrass was formed in 1998 as a Delaware
limited liability company. AmSouth Bank owns 50% of the shares of Sawgrass, and
employees of Sawgrass own the remaining 50% of the shares of Sawgrass. AmSouth
Bank is a subsidiary of AmSouth Bancorporation. Sawgrass has been an Adviser to
the Portfolio since May 27, 1999. As of , 2000, Sawgrass had
approximately $ million in assets under management for corporate, municipal,
public and state retirement plans and mutual funds.

Fleming Asset Management USA (Fleming USA), 320 Park Avenue, New York, NY
10022 serves as the other Adviser to the Portfolio. Fleming USA is a division of
Robert Fleming, Inc., which is a wholly-owned subsidiary of Robert Fleming
Holdings.

SMALL CAPITALIZATION VALUE PORTFOLIO

Lazard Asset Management (Lazard), 30 Rockefeller Plaza, New York, New York
10112, serves as one of two Advisers to the Small Capitalization Value Portfolio
of the Trust. Lazard has been an Adviser to the Portfolio since January 2, 1995.
Lazard is a division of Lazard Freres & Co. LLC (Lazard Freres), a New York
limited liability company. Lazard provides investment management services to
both individual and institutional clients and, together with its global
affiliates, had more than $ billion of assets under management as of
, 2000. In addition to portfolio management, Lazard Freres provides a
wide variety of investment banking, brokerage and related services.

DLJ Asset Management, Inc. (DLJAM), 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 , 2000, had more than $ billion in assets under
management. DLJAM 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), 35.3% 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 42.9% of DLJ Inc.
Approximately 60.8% 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.

B-46
<PAGE> 158

INTERNATIONAL EQUITY PORTFOLIO

Lazard has served as the Adviser to the International Equity Portfolio
since its inception. Lazard 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, United Kingdom, 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, a diversified financial services organization. As of
, 2000, DIAL had approximately $ billion in assets under management
with approximately $ 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 current Managing Directors and two former
Managing Directors of PIMCO. 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 , 2000, PIMCO had
approximately $ billion of asset under management.] [TO BE UPDATED]

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 management
services to investment companies, employee benefit plans, endowment funds,
foundations and other institutions and individuals. As of , 2000, WMC had
approximately $ billion of assets under management.

(b) PRINCIPAL UNDERWRITER AND DISTRIBUTOR

Prudential Investment Management Services LLC (PIMS or the Distributor),
Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, acts
as the distributor of the shares of the Trust but is not compensated by the
Trust for those services. Prior to June 1, 1998, Prudential Securities
Incorporated (Prudential Securities) was the Trust's distributor. PIMS and
Prudential Securities are subsidiaries of Prudential.

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

B-47
<PAGE> 159

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, 1999, the Fund incurred the
following fees for the services of PMFS.

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

, 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.

BROKERAGE ALLOCATION AND OTHER PRACTICES

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

B-48
<PAGE> 160

a stated commission, although the price of the security usually includes a
profit to the dealer. In underwritten offerings, securities are purchased at a
fixed price which includes an amount of compensation to the underwriter,
generally referred to as the underwriter's concession or discount. On occasion,
certain money market instruments and U.S. Government agency securities may be
purchased directly from the issuer, in which case no commissions or discounts
are paid. The Trust will not deal with an affiliated broker in any transaction
in which such affiliated broker acts as principal. Thus, for example, a
Portfolio will not deal with an affiliated broker/dealer acting as market maker,
and it will not execute a negotiated trade with an affiliated broker/dealer if
execution involves an affiliated broker/dealer acting as principal with respect
to any part of the Portfolio's order.

In placing orders for securities for the Portfolios of the Trust, each
Adviser is required to give primary consideration to obtaining the most
favorable price and efficient execution. This means that an Adviser will seek to
execute each transaction at a price and commission, if any, which provide the
most favorable total cost or proceeds reasonably attainable under the
circumstances. While an Adviser generally seeks reasonably competitive spreads
or commissions, the Trust will not necessarily be paying the lowest 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. Furthermore,
the Trustees, including a majority of the non-interested Trustees, have adopted

B-49
<PAGE> 161

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,
as amended, 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 from transactions effected for the Trust during the applicable
period. Brokerage and futures transactions with an affiliated broker are also
subject to such fiduciary standards as may be imposed by applicable law.

The table below sets forth certain information concerning the payment of
commissions by the Trust, including the commissions paid to Prudential
Securities or any affiliate of the Trust or the Advisers for the three years
ended December 31, 1999. For the three years ended December 31, 1999, the
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,
1999 1998 1997 1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total brokerage commissions
paid by the Portfolio......... $ $282,210 $355,856 $ $149,768 $152,335 $ $327,706 $378,654
Total brokerage commissions
paid to Prudential Securities
or affiliates of the Trust or
the Advisers.................. $2,700 -- $24,209 9,334 -- --
Percentage of total brokerage
commissions paid to Prudential
Securities or affiliates of
the Trust or the Advisers..... 0.9% -- 16.2% 6.1% -- --
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...................... 0.9% -- 11.5% 5.4% -- --
</TABLE>

<TABLE>
<CAPTION>
SMALL CAPITALIZATION INTERNATIONAL
VALUE PORTFOLIO EQUITY PORTFOLIO
------------------------------ ------------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Total brokerage commissions paid by the
Portfolio............................ $ $206,037 $152,188 $ $449,262 $473,807
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>

B-50
<PAGE> 162

<TABLE>
<CAPTION>
MORTGAGE BACKED TOTAL RETURN INTERMEDIATE-TERM
SECURITIES PORTFOLIO BOND PORTFOLIO BOND PORTFOLIO
-------------------- ------------------------- --------------------------
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1999 1998 1997 1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total brokerage commissions paid by
the Portfolio...................... $ $750 $5,642 $ $10,042 $6,573 $ $14,424 $12,888
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,
1999, the Large Capitalization Growth Portfolio, Large Capitalization Value
Portfolio, Small Capitalization Growth Portfolio, Small Capitalization Value
Portfolio and International Equity Portfolio paid $ ( ), $
( %), $ ( %), $ ( %) and $ ( %), 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. [TO BE UPDATED]

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, 1999. [TO BE UPDATED]

CAPITAL SHARES, OTHER SECURITIES AND ORGANIZATION

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.

In accordance with the Trust's Declaration of Trust, the Board of Trustees
may authorize the creation of additional series of shares and classes within
such series, with such preferences, privileges, limitations and voting and
dividend rights as the Trustees may determine.

Shares of the Trust, when issued, are fully paid, nonassessable, fully
transferable and redeemable at the option of the holder. Shares are also
redeemable at the option of the Trust under certain circumstances. Each share is
equal as to earnings, assets and voting privileges. There are no conversion,
preemptive or other subscription rights. In the event of liquidation, each share
of a Portfolio is entitled to its portion of all of the Portfolio's assets after
all debts and expenses of the Portfolio have been paid. The Fund's shares do not
have cumulative voting rights for the election of Trustees.

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<PAGE> 163

The Fund does not intend to hold annual meetings of shareholders unless
otherwise required by law. The Fund will not be required to hold meetings of
shareholders unless, for example, the election of Trustees is required to be
acted on by shareholders under the Investment Company Act. Shareholders have
certain rights, including the right to call a meeting upon a vote of 10% or more
of the Fund's outstanding shares for the purpose of voting on the removal of one
or more Trustees or to transact any other business.

PURCHASE, REDEMPTION AND PRICING 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) are approved by the Trust Manager.

SPECIMEN PRICE MAKE-UP

Using the net asset value of each portfolio at December 31, 1999, 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... $ $ $ $ $ $
====== ====== ====== ====== ====== =====

<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... $ $ $ $1.00
====== ====== ====== =====
</TABLE>

RESTRICTIONS ON SALES OF PORTFOLIO SHARES

The payment of redemption proceeds may be postponed or the right of
redemption suspended at times (1) when the New York Stock Exchange is closed for
other than customary weekends and holidays, (2) when trading on such Exchange is
restricted, (3) 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 the Portfolio fairly to determine the value of its
net assets, or (4) 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 (2), (3) or (4) exist.

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 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

B-52
<PAGE> 164

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.

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.

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 Investment 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 Trust.
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> 165

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 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 a U.S. Government
security for which quotations are available shall be valued at a price provided
by an independent broker/dealer or pricing service.

B-54
<PAGE> 166

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 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
B-55
<PAGE> 167

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

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 capital gains which are distributed to shareholders,
and permits net capital gains of each 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 shareholders
have held their shares in each Portfolio. Net capital gains of each Portfolio
which are available for distribution to shareholders will be computed by taking
into account any capital loss carryforward of each Portfolio. [For federal
income tax purposes, the Mortgage Backed Securities Portfolio had a capital loss
carryforward as of December 31, 1998 of approximately $458,600 which expires in
2002. 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 International Equity Portfolio are electing to
treat net currency losses of approximately $41,400 and $171,500, respectively,
and the Small Capitalization Growth Portfolio, the Total Return Bond Portfolio,
the Intermediate-Term Bond Portfolio and the Mortgage Backed Securities
Portfolio are electing to treat net capital losses of approximately $860,100,
$155,500, $374,100 and $22,000, respectively, incurred in the two-month period
ended December 31, 1998 as having been incurred in the following year.] [TO BE
UPDATED]

Qualification of each Portfolio as a regulated investment company requires,
among other things, that (a) each Portfolio derive at least 90% of its annual
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 options thereon or foreign currencies, or other income (including,
but not limited to, gains from options, futures or forward contracts) derived
with respect to its business of investing in such securities or currencies; (b)
each Portfolio diversify its holdings so that, at the end of each quarter of the
taxable year, (1) at least 50% of the value of each 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 each
Portfolio's assets and 10% of the outstanding voting securities of such issuer,
and (2) not more than 25% of the value of each Portfolio's assets is invested in
the securities of any one issuer (other than the 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 (that is the excess of net short-term
capital gains over net long-term capital losses) in each year.

Gains or losses on sales of securities by each Portfolio will be treated as
long-term capital gains or losses if the securities have been held by it for
more than one year, except in certain cases where each Portfolio acquires a put
or writes a call thereon or otherwise holds an offsetting position with respect
to the securities. Other gains or losses on the sale of securities will be
short-term capital gains or losses. Gains and losses on the sale, lapse or other
termination of options on securities will be treated as gains and losses from
the sale of securities. If an option written by each Portfolio on securities
lapses or is terminated through a closing transaction, such as a repurchase by
each Portfolio of the option from its holder, each Portfolio will generally
realize short-term capital gain or loss. If securities are sold by each
Portfolio pursuant to the exercise of a call option written by it, each
Portfolio will include the premium received in the sale proceeds of the
securities delivered in determining the amount of gain or loss on the sale.
Certain of each Portfolio's transactions may be subject to wash sale, short
sale, constructive sale, anti-conversion and straddle provisions of the

B-56
<PAGE> 168

Internal Revenue Code which may, among other things, require each Portfolio to
defer recognition of losses. In addition, debt securities acquired by each
Portfolio may be subject to original issue discount and market discount rules
which, respectively, may cause each Portfolio to accrue income in advance of the
receipt of cash with respect to interest or cause gains to be treated as
ordinary income.

Special rules apply to most options on stock indices, future contracts and
options thereon, and foreign currency forward contracts in which each Portfolio
may invest. These investments will generally constitute Section 1256 contracts
and will be required to be "marked to market" for federal income tax purposes at
the end of each Portfolio's taxable year; that is, treated as having been sold
at market value. Except with respect to certain foreign currency forward
contracts, sixty percent of any gain or loss recognized on such deemed sales and
on actual dispositions will be treated as long-term capital gain or loss, and
the remainder will be treated as short-term capital gain or loss.

Gain or loss on the sale, lapse or other termination of options on stock
and on narrowly-based stock indices will be capital gain or loss and will be
long-term or short-term depending on the holding period of the option. In
addition, positions which are part of a "straddle" will be subject to certain
wash sale, short sale and constructive sale provisions of the Internal Revenue
Code. In the case of a straddle, each Portfolio may be required to defer the
recognition of losses on positions it holds to the extent of any unrecognized
gain on offsetting positions held by each Portfolio.

Gains or losses attributable to fluctuations in exchange rates which occur
between the time each Portfolio accrues interest or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time
each Portfolio actually collects such receivables or pays such liabilities are
treated as ordinary income or ordinary loss. Similarly, gains or losses on
foreign currency forward contracts or dispositions of debt securities
denominated in a foreign currency attributable to fluctuations in the value of
the 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 each Portfolio's investment company
taxable income available to be distributed to its shareholders as ordinary
income, rather than increasing or decreasing the amount of each Portfolio's net
capital gain. If Section 988 losses exceed other investment company taxable
income during a taxable year, each Portfolio would not be able to make any
ordinary dividend distributions, or distributions made before the losses were
realized would be recharacterized as a return of capital to shareholders, rather
than as an ordinary dividend, reducing each shareholder's basis in his or her
Portfolio shares.

Shareholders electing to receive dividends and distributions in the form of
additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the NAV (or net asset value) of a share of each
Portfolio on the reinvestment date.

Any dividends or distributions paid shortly after a purchase by an investor
may have the effect of reducing the per share net asset value of the investor's
shares by the per share amount of the dividends or distributions. Furthermore,
such dividends or distributions, although in effect a return of capital, are
subject to federal income taxes. Therefore, prior to purchasing shares of each
Portfolio, the investor should carefully consider the impact of dividends or
capital gains distributions which are expected to be or have been announced.

Any loss realized on a sale, redemption or exchange of shares of each
Portfolio by a shareholder will be disallowed to the extent the shares are
replaced within a 61-day period (beginning 30 days before the disposition of
shares). Shares purchased pursuant to the reinvestment of a dividend will
constitute a replacement of shares.

A shareholder who acquires shares of each Portfolio and sells or otherwise
disposes of such shares within 90 days of acquisition may not be allowed to
include certain sales charges incurred in

B-57
<PAGE> 169

acquiring such shares for purposes of calculating gain or loss realized upon a
sale or exchange of shares of each Portfolio.

Dividends of net investment income and distributions of net short-term
capital gains paid to a shareholder (including a shareholder acting as a nominee
or fiduciary) who is a nonresident alien individual, a foreign corporation or a
foreign partnership (foreign shareholder) are subject to a 30% (or lower treaty
rate) withholding tax upon the gross amount of the dividends unless the
dividends are effectively connected with a U.S. trade or business conducted by
the foreign shareholder. Capital gain distributions paid to a foreign
shareholder are generally not subject to withholding tax. A foreign shareholder
will, however, be required to pay U.S. income tax on any dividends and capital
gain distributions which are effectively connected with a U.S. trade or business
of the foreign shareholder.

Dividends received by corporate shareholders are eligible for a
dividends-received deduction of 70% to the extent each Portfolio's income is
derived from qualified dividends received by each Portfolio from domestic
corporations. Dividends attributable to foreign corporations, interest income,
capital and currency gain, gain or loss from Section 1256 contracts (described
above), and income from certain other sources will not constitute qualified
dividends. Individual shareholders are eligible for the dividends-received
deduction.

Each Portfolio is required to distribute 98% of its ordinary income in the
same calendar year in which it is earned. Each Portfolio is also required to
distribute during the calendar year 98% of the capital gain net income it earned
during the twelve months ending on October 31 of such calendar year. In
addition, each Portfolio must distribute during the calendar year all
undistributed ordinary income and undistributed capital gain net income from the
prior year or the twelve-month period ending on October 31 of such prior
calendar year, respectively. To the extent it does not meet these distribution
requirements, each Portfolio will be subject to a non-deductible 4% excise tax
on the undistributed amount. For purposes of this excise tax, income on which
each Portfolio pays income tax is treated as distributed.

Each Portfolio may, from time to time, invest in Passive Foreign Investment
Companies (PFICs). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (a) at least 75% of its gross income is passive
or (b) an average of at least 50% of its assets produce, or are held for the
production of, passive income. If each Portfolio acquires and holds stock in a
PFIC beyond the end of the year of its acquisition, each Portfolio will be
subject to federal income tax on a portion of any "excess distribution" received
on the stock or on any gain from disposition of the stock (collectively, PFIC
income), plus interest thereon, even if each Portfolio distributes the PFIC
income as a taxable dividend to its shareholders. The balance of the PFIC income
will be included in each Portfolio's investment company taxable income and,
accordingly, will not be taxable to it to the extent that income is distributed
to its shareholders. Each Portfolio may make a "mark-to-market" election with
respect to any marketable stock it holds of a PFIC. If the election is in
effect, at the end of each Portfolio's taxable year, each Portfolio will
recognize the amount of gains, if any, as ordinary income with respect to PFIC
stock. No loss will be recognized on PFIC stock, except to the extend of gains
recognized in prior years. Alternatively, each Portfolio, if it meets certain
requirements, may elect to treat any PFIC in which it invests as a "qualified
electing fund," in which case, in lieu of the foregoing tax and interest
obligation, each Portfolio will be required to include in income each year its
pro rata share of the qualified electing Portfolio's annual ordinary earnings
and net capital gain, even if they are not distributed to each Portfolio; those
amounts would be subject to the distribution requirements applicable to each
Portfolio described above.

Income received by each Portfolio from sources within foreign countries may
be subject to withholding and other taxes imposed by such countries. Income tax
treaties between certain countries and the United States may reduce or eliminate
such taxes. It is impossible to determine in advance the effective rate of
foreign tax to which each Portfolio will be subject, since the amount of each
Portfolio's assets to be invested in various countries will vary. Except in the
case of the

B-58
<PAGE> 170

International Equity and International Bond Portfolios, each Portfolio does not
expect to meet the requirements of the Internal Revenue Code for
"passing-through" to its shareholders any foreign income taxes paid.

Foreign shareholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in each
Portfolio.

Dividends and distributions may also be subject to state and local taxes.

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 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, 1999 were % and %, 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-

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<PAGE> 171

annual reinvestment and compounding of net investment income, as described in
the Prospectus. Yield is calculated according to the following formula:

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

<TABLE>
<S> <C> <C> <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, 1999 for each of the
International Bond, Total Return Bond, Intermediate-Term Bond and Mortgage
Backed Securities Portfolios was %, %, %, and %,
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.

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

<TABLE>
<S> <C> <C> <C>
Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
</TABLE>

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).

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<PAGE> 172

The average annual total returns for the one year and five year periods
ended December 31, 1999 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 in the table below. The average annual total returns
do not reflect the fees associated with the TARGET Program.

<TABLE>
<CAPTION>
ONE YEAR
ENDED
DECEMBER 31, FIVE YEARS ENDED
1999 DECEMBER 31, 1999 SINCE INCEPTION
------------ -------------------------------------- --------------------------------------
AVERAGE ANNUAL AVERAGE ANNUAL
AVERAGE ANNUAL AVERAGE ANNUAL TOTAL RETURN AVERAGE ANNUAL TOTAL RETURN
PORTFOLIO TOTAL RETURN TOTAL RETURN (WITHOUT FEE WAIVERS) TOTAL RETURN (WITHOUT FEE WAIVERS)
--------- -------------- -------------- --------------------- -------------- ---------------------
<S> <C> <C> <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............. % % % % %
Total Return Bond
Portfolio............. % % % % %
Intermediate-Term Bond
Portfolio............. % % % % %
Mortgage Backed
Securities
Portfolio............. % % % % %
</TABLE>

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

<TABLE>
<S> <C> <C> <C>
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.
</TABLE>

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<PAGE> 173

The aggregate total returns for each portfolio for the one year and five
year periods ended December 31, 1999 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 in the table below. The aggregate total
returns do not reflect the fees associated with the TARGET Program.

<TABLE>
<CAPTION>
ONE YEAR
ENDED
DECEMBER 31, FIVE YEARS ENDED
1999 DECEMBER 31, 1999 SINCE INCEPTION
------------ ------------------------------------ ------------------------------------
AGGREGATE AGGREGATE
AGGREGATE AGGREGATE TOTAL RETURN AGGREGATE TOTAL RETURN
PORTFOLIO TOTAL RETURN TOTAL RETURN (WITHOUT FEE WAIVERS) TOTAL RETURN (WITHOUT FEE WAIVERS)
--------- ------------ ------------ --------------------- ------------ ---------------------
<S> <C> <C> <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..... % % % % %
Total Return Bond Portfolio...... % % % % %
Intermediate-Term Bond
Portfolio...................... % % % % %
Mortgage Backed Securities
Portfolio...................... % % % % %
</TABLE>

Comparative performance information may be used from time to time in
advertising or marketing the Portfolio shares, including data from Lipper, Inc.,
Morningstar Publications, Inc., Donoghue's Money Fund Report, The Bank Rate
Monitor, other industry publications, business periodicals and market indices.

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<PAGE> 174

(This Page Intentionally Left Blank)

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<PAGE> 175

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)

91.5% Asset Allocation
6.7% Security Selection/Other
1.8% Market Timing

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> 176

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 12/31/98)

[DOLLARS]

$ 9 Inflation
$ 15 T-Bills
$ 44 Bonds
$2,351 Common Stock
$5,117 Small Stock

Source: Ibbotson Associates. 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 1998, 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> 177

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 12/31/98
[BAR CHART]

$39.17 Common Stocks
$40.53 Small Stocks
$32.43 Foreign Stock

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 1981-1998, 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. Source: Ibbotson Associates.

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.
Source: Lipper, Inc.

Geometric Returns are through 1998. 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.

I-3
<PAGE> 178

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,
1998 through December 31, 1998.

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: 4.86%...................................... 486
Tax paid on interest (assumes 31% tax rate)................. -151
-------------
Net interest income......................................... 335
Adjust for 1.8% inflation................................... 180
-------------
Net investment.............................................. $ 10,155
</TABLE>

THE INVESTOR'S NET RETURN WAS ONLY 1.55%!

1998 Salomon Smith Barney Brothers 30-day T-bill return used for short-term
interest rate. Federal tax rate of 31% and 1998 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> 179

Each bar shows the best
and worst annualized return for
the specified holding periods
through 1998. For example, the
best one-year return occurred
in 1933 and the worst 10-year
annualized return occurred from TIME REDUCES YOUR RISK
1929-1938. The first holding BEST AND WORST ANNUALIZED RETURNS OF THE S&P
period started on 12/31/25 and [S&P BEST AND WORST ANNUALIZED RETURNS BAR
the first 20-year period ended CHART]
on 12/31/45.

Common stock returns are
based on the S&P 500 Composite
Index, a market-weighted,
unmanaged index of 500 stocks 1933 1994-98 1949-58 1979-98
(currently) in a variety of 1931 1928-32 1929-38 1929-48
industries. It is often used as
a broad measure of stock market
performance.

This chart is for
illustrative purposes only and 1 year 5 years 10 years 20 years
is not indicative of the past,
present, or future performance
of any TARGET Portfolio.

Source: Ibbotson

Associates

I-5
<PAGE> 180

APPENDIX II -- GENERAL INVESTMENT INFORMATION

The following terms are used in mutual fund investing.

ASSET ALLOCATION

Asset allocation is a technique for reducing risk and 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 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-1
<PAGE> 181

(This Page Intentionally Left Blank)
<PAGE> 182

APPENDIX III

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.

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.

IV-1
<PAGE> 183

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.

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.

IV-2
<PAGE> 184

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.

IV-3
<PAGE> 185

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS.

<TABLE>
<C> <C> <S> <C>
(a) (1) Certificate of Trust.(2)
(2) Declaration of Trust.(2)
(b) By-Laws.(2)
(c) Not Applicable.
(d) (1) (i) Management Agreement between the Registrant and Prudential
Investments Fund Management LLC (formerly known as
Prudential Mutual Fund Management).(2)
(ii) Amendment to Management Agreement.(2)
(2) (i) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and INVESCO Capital Management Inc.(3)
(ii) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Sawgrass Asset Management, L.L.C.
(iii) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and Lazard Asset Management for the
International Equity Portfolio.(2)
(iv) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and Wellington Management Company.(2)
(v) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and Delaware International Advisers Ltd.(3)
(vi) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and Columbus Circle Investors.(2)
(vii) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and Pacific Investment Management
Company.(2)
(viii) Subadvisory Agreement between Prudential Mutual Fund
Management and Hotchkis and Wiley.(2)
(ix) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Fleming Asset Management USA.*
(x) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and Lazard Freres Asset Management for the
Small Capitalization Value Portfolio.(2)
(xi) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and Wood, Struthers & Winthrop Management
Corp.(1)
(xii) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and Oak Associates, Ltd.(1)
(e)(1) Distribution Agreement between the Registrant and Prudential
Investment Management Services LLC.(4)
(2) Form of Selected Dealer Agreement.(4)
(g) (1) Custodian Contract between the Registrant and State Street
Bank and Trust Company.(2)
(2) Amendment to Custodian Contract/Agreement dated February 22,
1999.(5)
(h) Transfer Agency and Service Agreement between the Registrant
and Prudential Mutual Fund Services, Inc.(2)
(i)(1) Opinion of Morris, Nichols, Arsht & Tunnell.(5)
(2) Consent of Morris, Nichols, Arsht & Tunnell.**
(j) Consent of Independent Accountants.**
(p)(1) Code of Ethics of Prudential Investments Fund Management
LLC**
(2) Code of Ethics of Prudential Investment Management Services
LLC**
(3) Code of Ethics of INVESCO Capital Management, Inc.**
(4) Code of Ethics of Sawgrass Asset Management, L.L.C.**
(5) Code of Ethics of Lazard Asset Management**
(6) Code of Ethics of Wellington Management Company**
</TABLE>

C-1
<PAGE> 186

<TABLE>
<C> <C> <S> <C>
(7) Code of Ethics of Delaware International Advisors Ltd.**
(8) Code of Ethics of Columbus Circle Investors**
(9) Code of Ethics of Pacific Investment Management Company**
(10) Code of Ethics of Hotchkis and Wiley**
(11) Code of Ethics of Fleming Asset Management USA**
(12) Code of Ethics of Oak Associates, Ltd.**
(13) Code of Ethics of DLJ Asset Management, Inc.**
</TABLE>

- ---------------
* Filed herewith.
** To be filed by future Post-Effective Amendment.

1. Incorporated by reference to the Registrant's Post-Effective Amendment No. 6
to its Registration Statement on Form N-1A filed via EDGAR on March 1, 1996
(File No. 33-50476).

2. Incorporated by reference to the Registrant's Post-Effective Amendment No. 7
to its Registration Statement on Form N-1A filed via EDGAR on March 11, 1997
(File No. 33-50476).

3. Incorporated by reference to the Registrant's Post-Effective Amendment No. 8
to its Registration Statement on Form N-1A filed via EDGAR on March 9, 1998
(File No. 33-50476).

4. Incorporated by reference to the Registrant's Post-Effective Amendment No. 9
to its Registration Statement on Form N-1A filed via EDGAR on March 2, 1999
(File No. 33-50476).

5. Incorporated by reference to the Registrant's Post-Effective Amendment No. 10
to its Registration Statement on Form N-1A filed via EDGAR on May 1, 1999
(File No. 33-50476).

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Not Applicable.

ITEM 25. INDEMNIFICATION.

As permitted by Sections 17(h) and (i) of the Investment Company Act of
1940, as amended, (the Investment Company Act) and pursuant to Article VI of the
Fund's By-Laws (Exhibit (b) to the Registration Statement), officers, trustees,
employees and agents of the Registrant will not be liable to the Registrant, any
stockholder, officer, director, employee, agent or other person for any action
or failure to act, except for bad faith, willful misfeasance, gross negligence
or reckless disregard of duties, and those individuals may be indemnified
against liabilities in connection with the Registrant, subject to the same
exceptions. Section 3817 of the Delaware Business Trust Act permits
indemnification of trustees who acted in good faith and reasonably believed that
the conduct was in the best interest of the Registrant. As permitted by Section
17(i) of the Investment Company Act, pursuant to Section 8 of the Distribution
Agreement (Exhibit (e)(1) to the Registration Statement), the Distributor of the
Registrant may be indemnified against liabilities which it may incur, except
liabilities arising from bad faith, gross negligence, willful misfeasance or
reckless disregard of duties.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, (Securities Act) may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Investment Company Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in connection with the successful defense
of any action, suit or proceeding) is asserted against the Registrant by such
trustee, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public

C-2
<PAGE> 187

policy as expressed in the Investment Company Act and will be governed by the
final adjudication of such issue.

The Registrant has purchased an insurance policy insuring its officers and
trustees against liabilities, and certain costs of defending claims against such
officers and trustees, to the extent such officers and trustees are not found to
have committed conduct constituting willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and trustees under certain circumstances.

Section 9 of the Management Agreement (Exhibit (d)(1)(i) to the
Registration Statement) and Section 4 of the Subadvisory Agreements (Exhibits
(d)(2) to the Registration Statement) limit the liability of Prudential
Investments Fund Management LLC (PIFM) and each Adviser, respectively, to
liabilities arising from willful misfeasance, bad faith or gross negligence in
the performance of their respective duties or from reckless disregard by them of
their respective obligations and duties under the agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and the Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the
Investment Company Act as long as the interpretation of Section 17(h) and 17(i)
of such Act remains in effect and is consistently applied.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

(a) Prudential Investments Fund Management LLC

See "How the Trust is Managed -- Manager" in the Prospectus constituting
Part A of this Registration Statement and "Investment Advisory and Other
Services" in the Statement of Additional Information constituting Part B of this
Registration Statement.

The business and other connections of the officers of PIFM are listed in
Schedules A and D of Form ADV of PIFM as currently on file with the Securities
and Exchange Commission, as most recently amended (File No. 801-31104).

The business and other connections of PIFM's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is Gateway Center Three, 100 Mulberry Street, Newark, New
Jersey 07102-4077.

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIFM PRINCIPAL OCCUPATIONS
---------------- ------------------ ---------------------
<S> <C> <C>
David R. Odenath, Jr. ....... Officer in Charge, Officer in Charge, President, Chief
President, Chief Executive Officer and Chief Operating
Executive Officer and Officer, PIFM; Senior Vice President,
Chief Operating The Prudential Insurance Company of
Officer America (Prudential)
Robert F. Gunia.............. Executive Vice President Executive Vice President and Chief
and Chief Administrative Officer, PIFM; Vice
Administrative Officer President, Prudential; President,
Prudential Investment Management
Services LLC (PIMS)
William V. Healey............ Executive Vice Executive Vice President, Chief Legal
President, Chief Legal Officer and Secretary, PIFM; Vice
Officer and Secretary President and Associate General Counsel,
Prudential; Senior Vice President, Chief
Legal Officer and Secretary, PIMS
</TABLE>

C-3
<PAGE> 188

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIFM PRINCIPAL OCCUPATIONS
---------------- ------------------ ---------------------
<S> <C> <C>
Brian W. Henderson........... Executive Vice President Executive Vice President, PIFM; Senior
Vice President and Chief Operating
Officer, PIMS
Stephen Pelletier............ Executive Vice President Executive Vice President, PIFM
Judy A. Rice................. Executive Vice President Executive Vice President, PIFM
Lynn M. Waidvogel............ Executive Vice President Executive Vice President, PIFM
</TABLE>

(b) Columbus Circle Investors (CCI)

See "How the Trust is Managed -- Advisers and Portfolio Managers" in the
Prospectus constituting Part A of this Registration Statement and "Manager and
Advisers" in the Statement of Additional Information constituting Part B of this
Registration Statement.

Information as to CCI's directors and executive officers is included in its
Form ADV filed with the Securities and Exchange Commission (File No. 801-31227),
as most recently amended, the text of which is incorporated herein by reference.

Information as to INVESCO's directors and executive officers is included in
its Form ADV filed with the Securities and Exchange Commission (File No.
801-33949), as most recently amended, the text of which is incorporated herein
by reference.

(d) Hotchkis and Wiley

Information as to Hotchkis and Wiley is included in the Form ADV of Merrill
Lynch Asset Management, L.P. filed with the Securities and Exchange Commission
(File No. 801-11583), as most recently amended, the text of which is
incorporated herein by reference.

(e) Sawgrass Asset Management, L.L.C. (Sawgrass)

Information as to Sawgrass' directors and officers is included in its Form
ADV filed with the Securities and Exchange Commission (File No. 801-55243), as
most recently amended, the text of which is incorporated by reference.

(f) Fleming Asset Management USA (Fleming USA)

Information as to Fleming USA's directors and executive officers is
included in its Form ADV filed with the Securities and Exchange Commission (File
No. 801-26297), as most recently amended, the text of which is incorporated
herein by reference.

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<PAGE> 189

(g) Lazard Asset Management

Information as to the general members of Lazard Freres & Co. LLC is
included in its Form ADV filed with the Securities and Exchange Commission (File
No. 801-6568), as most recently amended, the text of which is incorporated
herein by reference.

(h) Delaware International Advisers Ltd. (DIAL)

Information as to DIAL's directors and executive officers is included in
its Form ADV filed with the Securities and Exchange Commission (File No.
801-37702), as most recently amended, the text of which is incorporated herein
by reference.

(i) Pacific Investment Management Company (PIMCO)

Information as to PIMCO's partners is included in its Form ADV filed with
the Securities and Exchange Commission (File No. 801-7260), as most recently
amended, the text of which is incorporated herein by reference.

(j) Wellington Management Company, LLP (WMC)

Information as to WMC's general partners is included in its Form ADV filed
with the Securities and Exchange Commission (File No. 801-15908), as most
recently amended, the text of which is incorporated herein by reference.

(k) DLJ Asset Management, Inc.

Information as to DLJ Asset Management Inc.'s directors and executive
officers is included in its Form ADV filed with the Securities and Exchange
Commission (File No. 801-9952), as most recently amended, the text of which is
incorporated herein by reference.

(l) Oak Associates, Ltd.

Information as to Oak Associates, Ltd.'s directors and executive officers
is included in its Form ADV filed with the Securities and Exchange Commission
(File No. 801-23632), as most recently amended, the text of which is
incorporated herein by reference.
C-5
<PAGE> 190

ITEM 27. PRINCIPAL UNDERWRITERS.

(a) Prudential Investment Management Services LLC (PIMS)

PIMS is distributor for the Cash Accumulation Trust, Command Government
Fund, Command Money Fund, Command Tax-Free Fund, Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund),
Prudential Balanced Fund, Prudential California Municipal Fund, Prudential
Distressed Securities Fund, Inc., Prudential Diversified Bond Fund, Inc.,
Prudential Diversified Funds, Prudential Emerging Growth Fund, Inc., Prudential
Equity Fund, Inc. Prudential Equity Income Fund, Inc., Prudential Europe Growth
Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global Total Return
Fund, Inc., Prudential Government Income Fund, Inc., Prudential Government
Securities Trust, Prudential High Yield Fund, Inc., Prudential High Yield Total
Return Fund, Inc., Prudential Index Series Fund, Prudential Institutional
Liquidity Portfolio, Inc., Prudential International Bond Fund, Inc., Prudential
Mid-Cap Value Fund, Prudential MoneyMart Assets, Inc., Prudential Municipal Bond
Fund, Prudential Municipal Series Fund, Prudential National Municipals Fund,
Inc., Prudential Natural Resources Fund, Inc., Prudential Pacific Growth Fund,
Inc., Prudential Real Estate Securities Fund, Prudential Small-Cap Quantum Fund,
Inc., Prudential Small Company Value Fund, Inc., Prudential Special Money Market
Fund, Inc., Prudential Structured Maturity Fund, Inc., Prudential 20/20 Focus
Fund, Prudential Tax-Managed Equity Fund, Prudential World Fund, Inc., The
Prudential Investment Portfolios, Inc., Target Funds and The Target Portfolio
Trust.

(b) Information concerning the directors and officers of PIMS is set forth
below.

<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND
NAME(1) WITH UNDERWRITER OFFICES WITH REGISTRANT
------- --------------------- -----------------------
<S> <C> <C>
Margaret Deverell......................... Vice President and Chief None
Financial Officer
Robert F. Gunia........................... President Vice President and
Director
Kevin Frawley............................. Senior Vice President and
213 Washington Street Compliance Officer None
Newark, NJ 07102
William V. Healey......................... Senior Vice President, Secretary None
and Chief Legal Officer
Brian W. Henderson........................ Senior Vice President and None
Officer
John R. Strangfeld, Jr. .................. Advisory Board Member President and Director
</TABLE>

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

(1) The address of each person named is Prudential Plaza, 751 Broad Street,
Newark, New Jersey 07102 unless otherwise indicated.

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act and the Rules thereunder are
maintained at the offices of State Street Bank and Trust Company, One Heritage
Drive, North Quincy, Massachusetts 02171; the Registrant, Gateway Center Three,
100 Mulberry Street, Newark, New Jersey 07102-4077; and Prudential Mutual Fund
Services LLC, Raritan Plaza One, Edison, New Jersey 08837. Documents required by
Rules 31a-1(b)(4), (5), (6), (7), (9), (10) and (11), 31a-1(d), and 31a-1(f)
will be kept at 100 Mulberry Street, Gateway Center Three, Newark, New Jersey
07102-4077 and the remaining accounts, books and other documents required by
such other pertinent provisions of Section 31(a) and the Rules promulgated
thereunder will be kept by State Street Bank and Trust Company and Prudential
Mutual Fund Services LLC.

C-6
<PAGE> 191

ITEM 29. MANAGEMENT SERVICES.

Other than as set forth under the caption "How the Trust is Managed" in the
Prospectus and the caption "Investment Advisory and Other Services" in the
Statement of Additional Information, constituting Parts A and B, respectively,
of this Post-Effective Amendment to the Registration Statement, Registrant is
not a party to any management-related service contract.

ITEM 30. UNDERTAKINGS.

Not applicable.

C-7
<PAGE> 192

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Newark and
State of New Jersey, on the 1st day of March, 2000.

THE TARGET PORTFOLIO TRUST

/s/ JOHN R. STRANGFELD

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

John R. Strangfeld, President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ EUGENE C. DORSEY Trustee March 1, 2000
- ---------------------------------------------------
Eugene C. Dorsey

/s/ ROBERT F. GUNIA Trustee March 1, 2000
- ---------------------------------------------------
Robert F. Gunia

/s/ ROBERT E. LABLANC Trustee March 1, 2000
- ---------------------------------------------------
Robert E. LaBlanc

/s/ DOUGLAS H. MCCORKINDALE Trustee March 1, 2000
- ---------------------------------------------------
Douglas H. McCorkindale

/s/ THOMAS T. MOONEY Trustee March 1, 2000
- ---------------------------------------------------
Thomas T. Mooney

/s/ DAVID R. ODENATH, JR. Trustee March 1, 2000
- ---------------------------------------------------
David R. Odenath, Jr.

/s/ STEPHEN STONEBURN Trustee March 1, 2000
- ---------------------------------------------------
Stephen Stoneburn

/s/ JOHN R. STRANGFELD President March 1, 2000
- --------------------------------------------------- and Trustee
John R. Strangfeld

/s/ GRACE C. TORRES Treasurer and Principal March 1, 2000
- --------------------------------------------------- Financial and Accounting Officer
Grace C. Torres

/s/ CLAY T. WHITEHEAD Trustee March 1, 2000
- ---------------------------------------------------
Clay T. Whitehead
</TABLE>

C-8
<PAGE> 193

EXHIBIT INDEX

<TABLE>
<C> <S>
(d)(1)(ii) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Sawgrass Asset Management, L.L.C.
(d)(1)(ix) Subadvisory Agreement between Prudential Investments Fund
Management LLC and Fleming Asset Management, USA
</TABLE>

C-9

<PAGE> 1
Exhibit (d)(1)(ii)

THE TARGET PORTFOLIO TRUST

(Small Capitalization Growth Portfolio)

AMENDED AND RESTATED SUBADVISORY AGREEMENT

Agreement made on the 26th day of May, 1999, and amended and restated
as of the 1st day of September, 1999, between Prudential Investments Fund
Management LLC (PIFM or the Manager), a New York limited liability company, and
Sawgrass Asset Management, L.L.C. (the Adviser), a Delaware limited liability
company.

WHEREAS, PIFM has entered into a management agreement (the Management
Agreement) with The Target Portfolio Trust (the Trust), a Delaware business
trust and an open-end management investment company registered under the
Investment Company Act of 1940 (the 1940 Act), pursuant to which PIFM will act
as manager of the Trust.

WHEREAS, shares of the Trust are divided into separate series or
portfolios (each a portfolio), each of which is established pursuant to a
resolution of the Trustees of the Trust, and the Trustees may from time to time
terminate such portfolios or establish and terminate additional portfolios.

WHEREAS, PIFM has the responsibility of evaluating, recommending,
supervising and compensating investment advisers to each portfolio of the Trust
and desires to retain the Adviser to provide investment advisory services to the
Small Capitalization Growth Portfolio of the Trust (the Fund) in connection with
the management of the Trust and to manage such portion of the Fund as the
Manager shall from time to time direct, and the Adviser is willing to render
such investment advisory services.
<PAGE> 2
NOW, THEREFORE, the Parties agree as follows:

1. (a) Subject to the supervision of the Manager and of the Trustees of
the Trust, the Adviser shall manage such portion of the investment operations of
the Fund as the Manager shall direct and shall manage the composition of such
portion of the Fund, including the purchase, retention and disposition thereof,
in accordance with the Fund's investment objective, policies and restrictions as
stated in the Prospectus (such Prospectus and Statement of Additional
Information as currently in effect and as amended or supplemented from time to
time being herein called the "Prospectus") as delivered to the Adviser from time
to time by the Manager and subject to the following understandings:

(i) The Adviser shall provide supervision of such portion of the Fund's
investments and determine from time to time what investments and securities will
be purchased, retained, sold or loaned by the Fund, and what portion of the
assets it manages will be invested or held uninvested as cash.

(ii) In the performance of its duties and obligations under this
Agreement, the Adviser shall act in conformity with the Agreement and
Declaration of Trust, By-Laws and Prospectus of the Trust and the Fund as
provided to the Adviser by the Manager and with the written instructions and
directions of the Manager and of the Trustees of the Trust and will conform to
and comply with the requirements of the 1940 Act, the Internal Revenue Code of
1986, as amended, and all other applicable federal and state laws and
regulations.

(iii) The Adviser shall determine the securities and commodities or
other assets to

2
<PAGE> 3
be purchased or sold by such portion of the Fund and will place
orders pursuant to its determination with or through such persons, brokers,
dealers or futures commission merchants (including but not limited to Prudential
Securities Incorporated) to carry out the policy with respect to brokerage as
set forth in the Trust's Registration Statement and Prospectus or as the
Trustees may direct from time to time. In providing the Fund with investment
supervision, it is recognized that the Adviser will give primary consideration
to securing best execution. Within the framework of this policy, the Adviser may
consider the financial responsibility, research and investment information and
other services provided by brokers, dealers or futures commission merchants who
may effect or be a party to any such transaction or other transactions to which
the Adviser's other clients may be a party. It is understood that Prudential
Securities Incorporated may be used as a broker for securities transactions but
that no formula has been adopted for allocation of the Fund's investment
transaction business. It is also understood that it is desirable for the Trust
that the Adviser have access to supplemental investment and market research and
security and economic analysis provided by brokers or futures commission
merchants who may execute brokerage transactions at a higher cost to the Trust
than may result when allocating brokerage to other brokers solely on the basis
of seeking lowest price. Therefore, the Adviser is authorized to place orders
for the purchase and sale of securities and commodities or other assets for the
Fund with such brokers or futures commission merchants, subject to review by the
Trustees from time to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such brokers or futures
commission merchants may be useful to the Adviser in connection with the
Adviser's services to other clients.

3
<PAGE> 4
On occasions when the Adviser deems the purchase or sale of a security,
commodity or other asset to be in the best interest of the Fund as well as other
clients of the Adviser, the Adviser, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities, commodities or other assets to be sold or purchased in order to
obtain best execution. In such event, allocation of the securities, commodities
or other assets so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner the Adviser considers to
be the most equitable and consistent with its fiduciary obligations to the Trust
and to such other clients.

(iv) The Adviser shall maintain all books and records with respect to
the portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10)
and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to
the Trustees such periodic and special reports as the Board may reasonably
request.

(v) The Adviser shall provide the Trust's custodian (the Custodian) on
each business day with information relating to all transactions concerning the
portion of the Fund's assets it manages and shall provide the Manager with such
information upon request of the Manager. The Adviser shall reconcile its records
of the Fund's securities and cash managed by the Adviser with statements
provided by the Custodian at least once each month. The Adviser shall provide
the Manager with a written report on each such reconciliation, including
information on any discrepancies noted and actions taken by the Adviser in
response thereto, by the tenth business day of the following month to the extent
reasonably practicable.

(vi) The investment management services provided by the Adviser
hereunder are not

4
<PAGE> 5
exclusive, and the Adviser shall be free to render similar services to others.

(b) Services to be furnished by the Adviser under this
Agreement may be furnished through the medium of any of its directors, officers
or employees.

(c) The Adviser shall keep the Fund's books and records
required to be maintained by the Adviser pursuant to paragraph 1(a)(iv) hereof
and shall timely furnish to the Manager all information relating to the
Adviser's services hereunder needed by the Manager to keep the other books and
records of the Trust required by Rule 31a-1 under the 1940 Act. The Adviser
agrees that all records which it maintains for the Fund are the property of the
Trust and the Adviser will surrender promptly to the Trust any of such records
upon the Trust's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are required to
be maintained by it pursuant to paragraph 1(a) hereof.

(d) The Adviser agrees to maintain adequate compliance
procedures to ensure its compliance with the 1940 Act, the Investment Advisers
Act of 1940 (Advisers Act) and other applicable state and federal laws and
regulations.

(e) The Adviser shall furnish to the Manager copies of all
records prepared in connection with (i) the performance of this Agreement and
(ii) the reports prepared in accordance with the compliance procedures
maintained pursuant to paragraph 1(d) hereof as the Manager may reasonably
request.

2. The Manager shall continue to have responsibility for all
services to be provided to the Fund pursuant to the Management Agreement and
shall oversee and review the Adviser's performance of its duties under this
Agreement.

5
<PAGE> 6
3. The Manager shall compensate the Adviser for the services
provided and the expenses assumed pursuant to this Subadvisory Agreement at the
annual rate of .40 of 1% of the average daily net assets of the portion of the
Fund managed by the Adviser. This fee will be computed daily and paid monthly.

4. The Adviser shall not be liable for any error of judgment
or for any loss suffered by the Fund, the Trust or the Manager in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on the Adviser's part in the
performance of its duties or from its reckless disregard of its obligations and
duties under this Agreement, provided, however, that nothing in this Agreement
shall be deemed to waive any rights the Manager or the Trust may have against
the Adviser under federal or state securities laws, including for acts of good
faith.

5. This Agreement shall continue in effect for a period of
more than two years from the date hereof only so long as such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated by the
Trust at any time, without the payment of any penalty, by the Trustees or by
vote of a majority of the outstanding voting securities (as defined in the 1940
Act) of the Fund, or by the Manager or the Adviser at any time, without the
payment of any penalty, on not more than 60 days' nor less than 30 days' written
notice to the other party. This Agreement shall terminate automatically in the
event of its assignment (as defined in the 1940 Act) or upon the termination of
the Management Agreement.

6. Nothing in this Agreement shall limit or restrict the right
of any of the Adviser's directors, officers or employees to engage in any other
business or to devote his or her time and

6
<PAGE> 7
attention in part to the management or other aspects of any business, whether of
a similar or dissimilar nature, nor limit the Adviser's right to engage in any
other business or to render services of any kind to any other corporation, firm,
individual or association.

7. During the term of this Agreement, the Manager agrees to
furnish the Adviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature or other material prepared for
distribution to shareholders of the Trust or the public, which refer to the
Adviser in any way; provided, however, that any such item which describes or
characterizes the Adviser's investment process with respect to the Fund, the
names of any of its clients (other than the Trust or advisory clients of PIFM
and its affiliates) or any of its performance results shall be furnished to the
Adviser by first class or overnight mail, facsimile transmission equipment or
hand delivery prior to use thereof, and such item shall not be used if the
Adviser reasonably objects to such use in writing within forty-eight (48) hours
(or such other time as may be mutually agreed) after receipt thereof (provided,
however, that if such item is not received by the Adviser during normal business
hours on a business day, such period shall end forty-eight (48) hours after the
start of normal business hours on the next succeeding business day).

8. This Agreement may be amended by mutual consent, but the
consent of the Trust must be obtained in conformity with the requirements of the
1940 Act.
7
<PAGE> 8
9. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below on the day and year
set forth above.

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC

By /S/ Robert F. Gunia
-------------------
Robert F. Gunia
Executive Vice President

SAWGRASS ASSET MANAGEMENT, L.L.C.

By /S/ Brian K. Monroe
-------------------
Brian K. Monroe
Principal

<PAGE> 1
Exhibit (d)(1)(ix)

THE TARGET PORTFOLIO TRUST

(Small Capitalization Growth Portfolio)

SUBADVISORY AGREEMENT

Agreement made on this 26th day of August, 1999, between
Prudential Investments Fund Management LLC (PIFM or the Manager), a New York
limited liability company, and Fleming Asset Management USA (the Adviser), a
division of Robert Fleming, Inc., a Delaware corporation.

WHEREAS, PIFM has entered into a management agreement (the
Management Agreement) with The Target Portfolio Trust (the Trust), a Delaware
business trust and an open-end management investment company registered under
the Investment Company Act of 1940 (the 1940 Act), pursuant to which PIFM will
act as manager of the Trust.

WHEREAS, shares of the Trust are divided into separate series
or portfolios (each a portfolio), each of which is established pursuant to a
resolution of the Trustees of the Trust, and the Trustees may from time to time
terminate such portfolios or establish and terminate additional portfolios.

WHEREAS, PIFM has the responsibility of evaluating,
recommending, supervising and compensating investment advisers to each portfolio
of the Trust and desires to retain the Adviser to provide investment advisory
services to the Small Capitalization Growth Portfolio of the Trust (the Fund) in
connection with the management of the Trust and to manage such portion of the
Fund as the Manager shall from time to time direct, and the Adviser is willing
to render such investment advisory services.

<PAGE> 2
NOW, THEREFORE, the Parties agree as follows:

(iii) The Adviser shall determine the securities and commodities or
other assets to be purchased or sold by such portion of the Fund and will place
orders pursuant to its determination

2
<PAGE> 3
with or through such persons, brokers, dealers or futures commission merchants
(including but not limited to Prudential Securities Incorporated) to carry out
the policy with respect to brokerage as set forth in the Trust's Registration
Statement and Prospectus or as the Trustees may direct from time to time. In
providing the Fund with investment supervision, it is recognized that the
Adviser will give primary consideration to securing best execution. Within the
framework of this policy, the Adviser may consider the financial responsibility,
research and investment information and other services provided by brokers,
dealers or futures commission merchants who may effect or be a party to any such
transaction or other transactions to which the Adviser's other clients may be a
party. It is understood that Prudential Securities Incorporated may be used as a
broker for securities transactions but that no formula has been adopted for
allocation of the Fund's investment transaction business. It is also understood
that it is desirable for the Trust that the Adviser have access to supplemental
investment and market research and security and economic analysis provided by
brokers or futures commission merchants who may execute brokerage transactions
at a higher cost to the Trust than may result when allocating brokerage to other
brokers solely on the basis of seeking lowest price. Therefore, the Adviser is
authorized to place orders for the purchase and sale of securities and
commodities or other assets for the Fund with such brokers or futures commission
merchants, subject to review by the Trustees from time to time with respect to
the extent and continuation of this practice. It is understood that the services
provided by such brokers or futures commission merchants may be useful to the
Adviser in connection with the Adviser's services to other clients.

On occasions when the Adviser deems the purchase or sale of a security,
commodity or other asset to be in the best interest of the Fund as well as other
clients of the Adviser, the Adviser,

3
<PAGE> 4
to the extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities, commodities or other assets to
be sold or purchased in order to obtain best execution. In such event,
allocation of the securities, commodities or other assets so purchased or sold,
as well as the expenses incurred in the transaction, will be made by the Adviser
in the manner the Adviser considers to be the most equitable and consistent with
its fiduciary obligations to the Trust and to such other clients.

(v) The Adviser shall provide the Trust's custodian (the Custodian) on
each business day with information relating to all transactions concerning the
portion of the Fund's assets it manages and shall provide the Manager with such
information upon request of the Manager. The Adviser shall reconcile its records
of the Fund's securities and cash managed by the Adviser with statements
provided by the Custodian at least once each month. The Adviser shall provide
the Manager with a written report on each such reconciliation, including
information on any discrepancies noted and actions taken by the Adviser in
response thereto, within five business days after the Adviser receives the
above-referenced statement from the Custodian, to the extent reasonably
practicable.

(vi) The investment management services provided by the Adviser
hereunder are not exclusive, and the Adviser shall be free to render similar
services to others.

(vii) The Manager shall forward to the Adviser or its proxy voting
agent any proxy materials relating to portfolio securities held by the portion
of the Fund managed by the Adviser.

4
<PAGE> 5
(b) Services to be furnished by the Adviser under this Agreement may be
furnished through the medium of any of its directors, officers or employees.

(c) The Adviser shall keep the Fund's books and records required to be
maintained by the Adviser pursuant to paragraph 1(a)(iv) hereof and shall timely
furnish to the Manager all information relating to the Adviser's services
hereunder needed by the Manager to keep the other books and records of the Trust
required by Rule 31a-1 under the 1940 Act. The Adviser agrees that all records
which it maintains for the Fund are the property of the Trust and the Adviser
will surrender promptly to the Trust any of such records upon the Trust's
request. The Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such records as are required to be maintained
by it pursuant to paragraph 1(a) hereof.

(d) The Adviser agrees to maintain adequate compliance procedures to
ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940
(Advisers Act) and other applicable state and federal laws and regulations.

(e) The Adviser shall furnish to the Manager copies of all records
prepared in connection with (i) the performance of this Agreement and (ii) the
reports prepared in accordance with the compliance procedures maintained
pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

2. The Manager shall continue to have responsibility for all services
to be provided to the Fund pursuant to the Management Agreement and shall
oversee and review the Adviser's performance of its duties under this Agreement.

3. The Manager shall compensate the Adviser for the services provided
and the expenses assumed pursuant to this Subadvisory Agreement at the annual
rate of .40 of 1% of the

5
<PAGE> 6
average daily net assets of the portion of the Fund managed by the Adviser. This
fee will be computed daily and paid monthly.

4. The Adviser shall not be liable for any error of judgment or for any
loss suffered by the Fund, the Trust or the Manager in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the Adviser's part in the
performance of its duties or from its reckless disregard of its obligations and
duties under this Agreement, provided, however, that nothing in this Agreement
shall be deemed to waive any rights the Manager or the Trust may have against
the Adviser under federal or state securities laws, including for acts of good
faith.

5. This Agreement shall continue in effect for a period of more than
two years from the date hereof only so long as such continuance is specifically
approved at least annually in conformity with the requirements of the 1940 Act;
provided, however, that this Agreement may be terminated by the Trust at any
time, without the payment of any penalty, by the Trustees or by vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund, or by the Manager or the Adviser at any time, without the payment of
any penalty, on not more than 60 days' nor less than 30 days' written notice to
the other party. This Agreement shall terminate automatically in the event of
its assignment (as defined in the 1940 Act) or upon the termination of the
Management Agreement.

6. Nothing in this Agreement shall limit or restrict the right of any
of the Adviser's directors, officers or employees to engage in any other
business or to devote his or her time and attention in part to the management or
other aspects of any business, whether of a similar or dissimilar nature, nor
limit the Adviser's right to engage in any other business or to render services

6
<PAGE> 7
of any kind to any other corporation, firm, individual or association.

7. During the term of this Agreement, the Manager agrees to furnish the
Adviser at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature or other material prepared for distribution to
shareholders of the Trust or the public, which refer to the Adviser in any way;
provided, however, that any such item which describes or characterizes the
Adviser's investment process with respect to the Fund, the names of any of its
clients (other than the Trust or advisory clients of PIFM and its affiliates) or
any of its performance results shall be furnished to the Adviser by first class
or overnight mail, facsimile transmission equipment or hand delivery prior to
use thereof, and such item shall not be used if the Adviser reasonably objects
to such use in writing within forty-eight (48) hours (or such other time as may
be mutually agreed) after receipt thereof (provided, however, that if such item
is not received by the Adviser during normal business hours on a business day,
such period shall end forty-eight (48) hours after the start of normal business
hours on the next succeeding business day).

8. This Agreement may be amended by mutual consent, but the consent of
the Trust must be obtained in conformity with the requirements of the 1940 Act.

9. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below on the day and year first above
written.

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC

7
<PAGE> 8
By /S/ Robert F. Gunia
--------------------
Robert F. Gunia
Executive Vice President

FLEMING ASSET MANAGEMENT USA

By /S/ Lawrence A. Kimmel
-----------------------
Lawrence A. Kimmel
Secretary and Director of Compliance