EX-99.77D POLICIES 5 spasset77d3.txt Strategic Partners Asset Allocation Funds Period ended 01/31/06 File number 811-08915 SUB-ITEM 77D Policies With Respect to Security Investment Strategic Partners Large Capitalization Value Fund, a series of STRATEGIC PARTNERS STYLE SPECIFIC FUNDS Strategic Partners Conservative Allocation Fund (large cap value sleeve) Strategic Partners Moderate Allocation Fund (large cap value sleeve) Strategic Partners Growth Allocation Fund (large cap value sleeve), each Fund being a series of STRATEGIC PARTNERS ASSET ALLOCATION FUNDS Large Capitalization Value Portfolio, a portfolio of THE TARGET PORTFOLIO TRUST Supplement dated December 9, 2005 to the Statement of Additional Information ("SAI") of the above-referenced Funds dated as shown below The Board of Trustees of each of the above-referenced Funds or Portfolios (collectively, "Funds") recently approved NFJ Investment Group L.P. ("NFJ") as an additional subadviser for the Fund or the sleeve of the Fund as indicated above. Hotchkis and Wiley Capital Management, LLC and J.P. Morgan Investment Management, Inc. are the Funds' current subadvisers and will continue to be subadvisers for the Funds along with NFJ. It is anticipated that the addition of NFJ as an additional subadviser will be effective on or about December 16, 2005. A. The following supplements the table titled "Sub-advisory Fee Rates" as it pertains to the respective Fund: FUND SUBADVISER SUBADVISORY FEE Strategic Partners Hotchkis & Wiley and 0.30% of average daily Style Specific Funds and JPMorgan net assets - Strategic Partners LargeCap Value Fund NFJ 0.40% first $50 million 0.38% next $50 million 0.34% next $50 million 0.30% next $200 million 0.28% over $350 million(1) (1) For purposes of the subadvisory fee calculation for each Fund, all LCV assets managed by NFJ will be aggregated with the assets of SP Style Specific-SP Small Cap Value Fund and the assets of The Target Portfolio Trust - Small Cap Value Portfolio that are managed by NFJ. FUND SUBADVISER SUBADVISORY FEE Strategic Partners Asset Hotchkis & Wiley 0.30% of combined Allocation Funds average daily net assets - Strategic Partners JPMorgan 0.30% of combined average daily Conservative Allocation net assets to $300 million; 0.25% Fund (LCV sleeve) of combined average daily net - Strategic Partners Moderate NFJ assets over $300 million (2) Allocation Fund (LCV sleeve) 0.40% first $50 million - Strategic Partners Growth 0.38% next $50 million Allocation Fund (LCV sleeve) 0.34% next $50 million 0.30% next $200 million 0.28% over $350 million (1) Target Portfolio Hotchkis & 0.30% of average daily net assets Trust Wiley and 0.40% first $50 million - Large Cap Value JPMorgan 0.38% next $50 million Portfolio 0.34% next $50 million NFJ 0.30% next $200 million 0.28% over $350 million (1) B. The following supplements the discussion titled "Corporate Structure" for each Fund named above. NFJ Investment Group L.P. NFJ Investment Group L.P. (NFJ) , formed in 1989, is a wholly owned subsidiary of Allianz Global Investors of America L.P. As of July 31, 2005, the firm had over $15 billion of worldwide assets under management and advice. NFJ, a disciplined, value-oriented equity manager, is located at 2100 Ross Avenue, Dallas, Texas 75201. C. The following information supplements the chart titled "Portfolio Managers": A. Other Accounts Managed by Portfolio Managers . The table below identifies, for each portfolio manager, the number of accounts managed and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts whose fees are based on performance is indicated in italics typeface. PORTFOLIO: Strategic Partners Style Specific Funds -Strategic Partners Large Cap Value Fund PORTFOLIO MANAGER(S): Ben Fisher of NFJ Chris Najork of NJF Paul Magnuson of NFJ REGISTERED INVESTMENT COMPANIES *: 3 ($1,830,572,717) 4 ($4,933,858,642) 4 ($298,433,792) OTHER POOLED INVESTMENT VEHICLES: 8 ($200,213,248) 1 ($44,313,594) 4 ($99,818,605) OTHER ACCOUNTS: 26 ($915,154,861) 4 ($406,422,942) 3 ($959,079,705) (2) For purposes of the subadvisory fee calculation, the assets managed by JPMorgan are aggregated with the assets of SP Style Specific-SP Large Cap Value Fund and the assets of The Target Portfolio Trust - Large Cap Value Portfolio that are managed by JPMorgan. PORTFOLIO: Strategic Partners Asset Allocation Funds - Strategic Partners Conservative Allocation Fund (LCV sleeve) - Strategic Partners Moderate Allocation Fund (LCV sleeve) - Strategic Partners Growth Allocation Fund (LCV sleeve) Target Portfolio Trust - Large Cap Value Portfolio PORTFOLIO MANAGER(S): Ben Fisher of NFJ Chris Najork of NJF Paul Magnuson of NFJ Ben Fisher of NFJ Chris Najork of NJF Paul Magnuson of NFJ REGISTERED INVESTMENT COMPANIES *: 3 ($1,830,572,717) 4 ($4,933,858,642) 4 ($298,433,792) 3 ($1,830,572,717) 4 ($4,933,858,642) 4 ($298,433,792) OTHER POOLED INVESTMENT VEHICLES: 8 ($200,213,248) 1 ($44,313,594) 4 ($99,818,605) 8 ($200,213,248) 1 ($44,313,594) 4 ($99,818,605) OTHER ACCOUNTS: 26 ($915,154,861) 4 ($406,422,942) 3 ($959,079,705) 26 ($915,154,861) 4 ($406,422,942) 3 ($959,079,705) * As of September 30, 2005 B. Portfolio Manager Compensation / Material Conflicts of Interest . The table below identifies, for each Portfolio Manager, the structure of, and method(s) used to determine, portfolio manager compensation. The table below also identifies, for each Portfolio Manager, any material conflicts of interest that may arise between a Portfolio Manager's management of a Portfolio's investments and investments in other accounts. PORTFOLIO Strategic Partners Style Specific Funds - Strategic Partners Large Cap Value Fund Strategic Partners Asset Allocation Funds - Strategic Partners Conservative Allocation Fund (LCV sleeve) - Strategic Partners Moderate Allocation Fund (LCV sleeve) - Strategic Partners Growth Allocation Fund (LCV sleeve) Target Portfolio Trust - Large Cap Value COMPENSATION STRUCTURE AND METHOD(S)/MATERIAL CONFLICTS OF INTEREST NFJ PORTFOLIO MANAGER COMPENSATION Contractual agreements provide the founders with competitive salaries and all benefits provided to the senior executives of Allianz. The founders/managing directors have a separate business entity contract and employment contract, including a profit sharing agreement. All other managing directors are eligible for profit sharing pool participation. Compensation is tied to successful job performance and growth in assets under management. All managing directors have available to them a Deferred Compensation Plan that is 100% voluntary on the part of the individual. Our compensation levels are on par with other industry firms. Employees are provided very competitive compensation packages with incentives, including annual bonuses, a benefits package, vacation, sick leave, etc. Compensation is fixed and is not based on the fund's performance or the assets held in the fund's portfolio. All NFJ employees at the same level are compensated in the same way. There is no difference between the structure and method used to compensate the portfolio manager assigned to the fund's account and other portfolio managers in the Company. CONFLICTS OF INTEREST Being an investment manager with multiple clients, there could be the potential conflict of interest while managing both the Funds and other accounts at the same time. Listed below are potential conflicts that an investment professional could face. NFJ has implemented compliance policies and procedures to attempt to address these potential issues. There is the potential conflict that a more attractive investment could be allocated to a higher fee paying account. A conflict could also arise if a disproportionate share amount of a security that is likely to increase in value is allocated to a favored account. NFJ has established allocation procedures to address fair and equitable allocation of all trades. C. Portfolio Manager Securities Ownership . The table below identifies, for each Portfolio Manager, ownership of Trust securities by each Portfolio Manager. OWNERSHIP PORTFOLIO PORTFOLIO OF TRUST MANAGER(S) SECURITIES Strategic Partners Style Specific Ben Fisher of NFJ None Funds -Strategic Partners Large Cap Value Chris Najork of NJF None Fund Strategic Partners Asset Allocation Paul Magnuson of NFJ None Funds - Strategic Partners Conservative Ben Fisher of NFJ None Allocation Fund (LCV sleeve) - Strategic Partners Moderate Chris Najork of NJF None Allocation Fund (LCV sleeve) Paul Magnuson of NFJ None - Strategic Partners Growth Ben Fisher of NFJ None Allocation Fund (LCV sleeve) Target Portfolio Trust Chris Najork of NJF None - Large Cap Value Paul Magnuson of NFJ None The information in this supplement relates to the following SAIs: FUND NAME DATE OF SAI Strategic Partners Large Capitalization Value Fund, a series of STRATEGIC PARTNERS STYLE SPECIFIC FUNDS September 29, 2005 Strategic Partners Conservative Allocation Fund Strategic Partners Moderate Allocation Fund Strategic Partners Growth Allocation Fund, each a series of STRATEGIC PARTNERS ASSET ALLOCATION FUNDS September 30, 2005 Large Capitalization Value Portfolio, a portfolio of THE TARGET PORTFOLIO TRUST February 25, 2005