Exhibit (a)(4)

CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF TRUST
OF
STRATEGIC PARTNERS STYLE SPECIFIC FUNDS
(FORMERLY TARGET FUNDS)

The undersigned, being a trustee of Strategic Partners Style Specific Funds (formerly Target Funds), a Delaware business trust (the "Trust"), pursuant to Section 3810(e) of the Delaware Business Trust Act, hereby certifies:

1. The Certificate of Amendment to the Certificate of Trust of the Trust (the "Certificate of Amendment") was filed in the Office of the Secretary of State of the State of Delaware (the "State Office") on September 4, 2001.

2. The Certificate of Amendment was defectively and erroneously executed, and is an inaccurate record of the action therein referred to, in that the first paragraph of the Certificate of Amendment erroneously identifies the date of filing of the Trust's Certificate of Trust in the State Office as September 4, 2001 rather than July 8, 1999.

3. The first paragraph of the Certificate of Amendment in correct form is as follows:

"This Certificate of Amendment to Certificate of Trust is being executed as of September 4, 2001 for the purpose of amending the Certificate of Trust of Target Funds (the "Trust") filed with the Secretary of State of the State of Delaware on July 8, 1999 pursuant to the Delaware Business Trust Act, 12 Del. C. Sections 3801 et seq. (the "Act")."

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Correction as of this 14th day of May, 2002

TRUSTEE:

/s/ Robert F. Gunia
Robert F. Gunia

Exhibit (d)(2)(iii)

SUBADVISORY AGREEMENT WITH
NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

STRATEGIC PARTNERS STYLE SPECIFIC FUNDS

STRATEGIC PARTNERS SMALL CAPITALIZATION VALUE FUND

Agreement made as of this 29th day of April, 2002, between Prudential Investments LLC, a New York limited liability company ("PI" or the "Manager"), and National City Investment Management Company, a Michigan corporation (the "Subadviser").

WHEREAS, the Manager has entered into a Management Agreement, dated August 25, 1999 (the "Management Agreement"), with Strategic Partners Style Specific Funds, a Delaware business trust (the "Trust"), on behalf of the Strategic Partners Small Capitalization Value Fund (the "Fund"), a series of a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to which PI acts as Manager of the Fund; and

WHEREAS, PI desires to retain the Subadviser to provide investment advisory services to the Fund and to manage such portion of the Fund as the Manager shall from time to time direct, and the Subadviser is willing to render such investment advisory services.

NOW, THEREFORE, the parties hereby agree as follows:

1. (a) Subject to the supervision of the Manager and the Board of Trustees of the Trust, the Subadviser shall manage such portion of the investment operations of the Fund as the Manager shall direct and shall manage the composition of the Fund's portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objectives, policies and restrictions as stated in its prospectus and statement of additional information (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"), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund's investments as the Manager shall direct and shall 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 will be invested or held uninvested as cash.

(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Agreement and Declaration of Trust and By-Laws of the Trust, with the Prospectus and with the instructions and directions of the Manager and of the Board of Trustees of the Trust, as delivered by the Manager to the Subadviser, 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 Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund, and will place orders with or through such persons, brokers, dealers or futures commission merchants (including but not limited to Prudential Securities Incorporated or any broker or dealer affiliated with the Subadviser) to carry out the policy with respect to brokerage as set forth in the Fund's Prospectus or as the Board of Trustees may direct from time to time. In providing the Fund with investment supervision, it is recognized that the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser 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 Subadviser's other clients may be a party. It is understood that Prudential Securities Incorporated or any broker or dealer affiliated with the Subadviser may be used as principal 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 Fund that the Subadviser 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 Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities and futures contracts for the Fund with such brokers or futures commission merchants, subject to review by the Trust's Board of 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 Subadviser in connection with the Subadviser's services to other clients.

On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(iv) The Subadviser shall maintain all books and records with respect to the Fund's 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 Trust's Board of Trustees such periodic and special reports as the Trustees may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the Trustees or officers or

employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Fund's securities.

(v) The Subadviser shall provide the Fund's 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.

(vi) The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, Subadviser and Manager understand and agree that if the Manager manages the Fund in a "manager-of-managers" style, the Manager will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser; (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated; and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such directors, officers or employees.

(c) The Subadviser shall keep the Fund's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Manager all information relating to the Subadviser's services hereunder needed by the Manager to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Subadviser agrees that all records which it maintains for the Fund are the property of the Fund, and the Subadviser will surrender promptly to the Fund any of such records upon the Fund's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser 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 Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations.

(e) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures 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, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement.

3. Each party represents and warrants to the other that it is (a) duly organized and existing and in good standing under the laws of its state of organization; (b) duly qualified to conduct its business in all jurisdictions that require such qualification; and (c) duly authorized to enter into and perform this Agreement.

4. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Fund's average daily net assets of the portion of the Fund managed by the Subadviser as described in the attached Schedule A. This fee will be computed daily and paid monthly.

5. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund 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 Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement.

6. 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, on behalf of the Fund, at any time, without the payment of any penalty, by the Board of Trustees of the Trust 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 Subadviser 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. The Subadviser agrees that it will promptly notify the Trust and the Manager of the occurrence or anticipated occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change or anticipated change in control (as defined in the 1940 Act) of the Subadviser.

Any notice or other communication required to be given pursuant to Section 5 of this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Trust at Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 1900 East Ninth Street, Locator 2220, Cleveland, OH 44101-0756, Attention: Donald L. Ross.

7. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's partners, principals, members, officers or employees who may also be a Trustee, officer or employee of the Trust or the Fund 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 a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other

business or to render services of any kind to any other corporation, firm, individual or association.

8. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

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

10. This Agreement shall be governed by the laws of the State of New York. This Agreement together with any other written agreements between the parties entered into concurrently with this Agreement contain the entire agreement between the parties with respect to the transactions contemplated hereby and supersede all previous oral or written negotiations, commitments and understandings related thereto. No waiver by one party of any obligation of the other hereunder shall be considered a waiver of any other obligation of such party. If any portion of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

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

PRUDENTIAL INVESTMENTS LLC                NATIONAL CITY INVESTMENT MANAGEMENT
                                          COMPANY

By: /s/ Robert F. Gunia                   By: /s/ Donald L. Ross
    -------------------                       ------------------
    Robert F. Gunia                           Donald L. Ross
    Executive Vice President                  President and Chief Investment
                                              Officer

SCHEDULE A

SUBADVISORY AGREEMENT DATED APRIL 29, 2002 BETWEEN PI AND
NATIONAL CITY WITH RESPECT TO THE STRATEGIC PARTNERS SMALL
CAPITALIZATION VALUE FUND, A SERIES OF STRATEGIC PARTNERS STYLE
SPECIFIC FUNDS

COMPENSATION SCHEDULE

Annual fee payable, in arrears, to the Subadviser as a percentage of average daily net assets of the Fund managed by the Subadviser:

0.40% on the Fund's assets managed by the Subadviser.

As of April 29, 2002

Exhibit (d)(2)(vi)

SUBADVISORY AGREEMENT WITH
HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC

STRATEGIC PARTNERS STYLE SPECIFIC FUNDS
(FORMERLY, TARGET FUNDS)

STRATEGIC PARTNERS LARGE CAPITALIZATION VALUE FUND
(FORMERLY, LARGE CAPITALIZATION VALUE FUND)

Agreement made as of this 22nd day of October, 2001, between Prudential Investments Fund Management LLC, a New York limited liability company ("PIFM" or the "Manager"), and Hotchkis and Wiley Capital Management, LLC (the "Subadviser"), a Delaware limited liability company.

WHEREAS, the Manager has entered into a Management Agreement, dated August 25, 1999 (the "Management Agreement"), with Strategic Partners Style Specific Funds (formerly known as Target Funds) (the "Trust"), a Delaware business trust, on behalf of the Strategic Partners Large Capitalization Value Fund (formerly known as the Large Capitalization Value Fund) (the "Fund"), a diversified, open-end management investment company registered under the Investment Company Act of 1940 as amended (the "1940 Act"), pursuant to which PIFM acts as Manager of the Fund; and

WHEREAS, PIFM desires to retain the Subadviser to provide investment advisory services to the Fund and to manage such portion of the Fund as the Manager shall from time to time direct, and the Subadviser is willing to render such investment advisory services.

NOW, THEREFORE, the Parties hereby agree as follows:

1. (a) Subject to the supervision of the Manager and the Board of Trustees of the Trust, the Subadviser shall manage such portion of the investment operations of the Fund as the Manager shall direct and shall manage the composition of the Fund's portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objectives, policies and restrictions as stated in its prospectus and statement of additional information (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"), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund's investments as the Manager shall direct and shall 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 will be invested or held uninvested as cash.

(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Agreement and Declaration of Trust and By-Laws of the Trust, with the Prospectus and with the instructions and directions of the Manager and of the Board of Trustees of the Trust, as delivered by the Manager to the Subadviser, 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 Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund, and will place orders with or through such persons, brokers, dealers or futures commission merchants (including but not limited to Prudential Securities Incorporated or any broker or dealer affiliated with the Subadviser) to carry out the policy with respect to brokerage as set forth in the Fund's Prospectus or as the Board of Trustees may direct from time to time. In providing the Fund with investment supervision, it is recognized that the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser 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 Subadviser's other clients may be a party. It is understood that Prudential Securities Incorporated or any broker or dealer affiliated with the Subadviser may be used as principal 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 Fund that the Subadviser 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 Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities and futures contracts for the Fund with such brokers or futures commission merchants, subject to review by the Trust's Board of 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 Subadviser in connection with the Subadviser's services to other clients.

On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(iv) The Subadviser shall maintain all books and records with respect to the Fund's 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 Trust's Board of Trustees such periodic and special reports as the Trustees may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the Trustees or officers or employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Fund's securities.

(v) The Subadviser shall provide the Fund's 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.

(vi) The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, Subadviser and Manager understand and agree that if the Manager manages the Fund in a "manager-of-managers" style, the Manager will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser; (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated; and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such directors, officers or employees.

(c) The Subadviser shall keep the Fund's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Manager all information relating to the Subadviser's services hereunder needed by the Manager to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Subadviser agrees that all records which it maintains for the Fund are the property of the Fund, and the Subadviser will surrender promptly to the Fund any of such records upon the Fund's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser 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 Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations.

(e) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of

compliance procedures 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, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement.

3. Each party represents and warrants to the other that it is (a) duly organized and existing and in good standing under the laws of its state of organization; (b) duly qualified to conduct its business in all jurisdictions that require such qualification; and (c) duly authorized to enter into and perform this Agreement.

4. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Fund's average daily net assets of the portion of the Fund managed by the Subadviser as described in the attached Schedule A. This fee will be computed daily and paid monthly.

5. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund 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 Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement.

6. 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, on behalf of the Fund, at any time, without the payment of any penalty, by the Board of Trustees of the Trust 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 Subadviser 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. The Subadviser agrees that it will promptly notify the Trust and the Manager of the occurrence or anticipated occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change or anticipated change in control (as defined in the 1940 Act) of the Subadviser.

Any notice or other communication required to be given pursuant to Section 5 of this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Trust at Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 725 South Figueroa Street, Suite 3900, Los Angeles, CA 90017-5439, Attention: Compliance Department.

7. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's partners, principals, members, officers or employees who may also be a Trustee,

officer or employee of the Trust or the Fund 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 a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

8. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

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

10. This Agreement shall be governed by the laws of the State of New York. This Agreement together with any other written agreements between the parties entered into concurrently with this Agreement contain the entire agreement between the parties with respect to the transactions contemplated hereby and supersede all previous oral or written negotiations, commitments and understandings related thereto. No waiver by one party of any obligation of the other hereunder shall be considered a waiver of any other obligation of such party. If any portion of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

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

PRUDENTIAL INVESTMENTS FUND MANAGEMENT    HOTCHKIS AND WILEY CAPITAL
LLC                                       MANAGEMENT, LLC

By:     /s/ Robert F. Gunia               By: /s/ Nancy Celick
        -------------------                   ----------------
        Robert F. Gunia                       Nancy Celick
        Executive Vice President              Chief Operating Officer

EXHIBIT A

SUBADVISORY AGREEMENT DATED OCTOBER 22, 2001 BETWEEN PIFM
AND HOTCHKIS AND WILEY WITH RESPECT TO THE STRATEGIC PARTNERS
LARGE CAPITALIZATION VALUE FUND, A SERIES OF STRATEGIC PARTNERS
STYLE SPECIFIC FUNDS

COMPENSATION SCHEDULE

Annual fee payable to the Subadviser as a percentage of average daily net assets of the Fund managed by the Subadviser:

0.30% on the Fund's assets managed by the Subadviser.

As of October 22, 2001

Exhibit (d)(2)(viii)

SUBADVISORY AGREEMENT WITH
EARNEST PARTNERS, LLC

STRATEGIC PARTNERS STYLE SPECIFIC FUNDS
(FORMERLY, TARGET FUNDS)

STRATEGIC PARTNERS SMALL CAPITALIZATION VALUE FUND
(FORMERLY, SMALL CAPITALIZATION VALUE FUND)

Agreement made as of this 13th day of December, 2001, between Prudential Investments LLC (formerly known as Prudential Investments Fund Management LLC), a New York limited liability company ("PI" or the "Manager"), and EARNEST Partners, LLC, a Georgia limited liability company (the "Subadviser").

WHEREAS, the Manager has entered into a Management Agreement, dated August 25, 1999 (the "Management Agreement"), with Strategic Partners Style Specific Funds, a Delaware business trust (the "Trust"), on behalf of the Strategic Partners Small Capitalization Value Fund (the "Fund"), a series of a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to which PI acts as Manager of the Fund; and

WHEREAS, PI desires to retain the Subadviser to provide investment advisory services to the Fund and to manage such portion of the Fund as the Manager shall from time to time direct, and the Subadviser is willing to render such investment advisory services.

NOW, THEREFORE, the parties hereby agree as follows:

1. (a) Subject to the supervision of the Manager and the Board of Trustees of the Trust, the Subadviser shall manage such portion of the investment operations of the Fund as the Manager shall direct and shall manage the composition of the Fund's portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objectives, policies and restrictions as stated in its prospectus and statement of additional information (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"), and subject to the following understandings:

(i) The Subadviser shall provide supervision of such portion of the Fund's investments as the Manager shall direct and shall 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 will be invested or held uninvested as cash.

(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the Agreement and Declaration of Trust and By-Laws of the Trust, with the Prospectus and with the instructions and directions of the Manager and of the Board of Trustees of the Trust, as delivered by the Manager to the Subadviser, 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 Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund, and will place orders with or through such persons, brokers, dealers or futures commission merchants (including but not limited to Prudential Securities Incorporated or any broker or dealer affiliated with the Subadviser) to carry out the policy with respect to brokerage as set forth in the Fund's Prospectus or as the Board of Trustees may direct from time to time. In providing the Fund with investment supervision, it is recognized that the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser 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 Subadviser's other clients may be a party. It is understood that Prudential Securities Incorporated or any broker or dealer affiliated with the Subadviser may be used as principal 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 Fund that the Subadviser 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 Fund than may result when allocating brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the Subadviser is authorized to place orders for the purchase and sale of securities and futures contracts for the Fund with such brokers or futures commission merchants, subject to review by the Trust's Board of 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 Subadviser in connection with the Subadviser's services to other clients.

On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(iv) The Subadviser shall maintain all books and records with respect to the Fund's 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 Trust's Board of Trustees such periodic and special reports as the Trustees may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the Trustees or officers or employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Fund's securities.

(v) The Subadviser shall provide the Fund's 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.

(vi) The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, Subadviser and Manager understand and agree that if the Manager manages the Fund in a "manager-of-managers" style, the Manager will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser; (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated; and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such directors, officers or employees.

(c) The Subadviser shall keep the Fund's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Manager all information relating to the Subadviser's services hereunder needed by the Manager to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Subadviser agrees that all records which it maintains for the Fund are the property of the Fund, and the Subadviser will surrender promptly to the Fund any of such records upon the Fund's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser 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 Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations.

(e) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of

compliance procedures 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, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement.

3. Each party represents and warrants to the other that it is (a) duly organized and existing and in good standing under the laws of its state of organization; (b) duly qualified to conduct its business in all jurisdictions that require such qualification; and (c) duly authorized to enter into and perform this Agreement.

4. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Fund's average daily net assets of the portion of the Fund managed by the Subadviser as described in the attached Schedule A. This fee will be computed daily and paid monthly.

5. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund 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 Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement.

6. 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, on behalf of the Fund, at any time, without the payment of any penalty, by the Board of Trustees of the Trust 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 Subadviser 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. The Subadviser agrees that it will promptly notify the Trust and the Manager of the occurrence or anticipated occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change or anticipated change in control (as defined in the 1940 Act) of the Subadviser.

Any notice or other communication required to be given pursuant to Section 5 of this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Trust at Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 75 14th Street, Suite 2300, Atlanta, GA 30309, Attention: James M. Wilson.

7. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's partners, principals, members, officers or employees who may also be a Trustee,

officer or employee of the Trust or the Fund 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 a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

8. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

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

10. This Agreement shall be governed by the laws of the State of New York. This Agreement together with any other written agreements between the parties entered into concurrently with this Agreement contain the entire agreement between the parties with respect to the transactions contemplated hereby and supersede all previous oral or written negotiations, commitments and understandings related thereto. No waiver by one party of any obligation of the other hereunder shall be considered a waiver of any other obligation of such party. If any portion of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

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

PRUDENTIAL INVESTMENTS LLC                EARNEST PARTNERS, LLC

By: /s/ Robert F. Gunia               By: /s/ Paul E. Viera
    ------------------------------        -----------------
    Robert F. Gunia                       Paul E. Viera
    Executive Vice President              Chief Executive Officer

SCHEDULE A

SUBADVISORY AGREEMENT DATED DECEMBER 13, 2001 BETWEEN PI
AND EARNEST PARTNERS, LLC WITH RESPECT TO THE STRATEGIC
PARTNERS SMALL CAPITALIZATION VALUE FUND, A SERIES OF STRATEGIC
PARTNERS STYLE SPECIFIC FUNDS

COMPENSATION SCHEDULE

Annual fee payable to the Subadviser as a percentage of average daily net assets of the Fund managed by the Subadviser:

0.40% on the Fund's assets managed by the Subadviser.

As of December 13, 2001

Exhibit (i)

[Letterhead of Morris, Nichols, Arsht & Tunnell]

September 27, 2002

Strategic Partners Style Specific Funds
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077

Re: Strategic Partners Style Specific Funds

Ladies and Gentlemen:

We have acted as special Delaware counsel to Strategic Partners Style Specific Funds, a Delaware statutory trust (the "Trust"), in connection with certain matters relating to the formation of the Trust and the proposed issuance of Shares of the Trust pursuant to and as described in Post-Effective Amendment No. 8 to Registration Statement No. 333-82621 under the Securities Act of 1933 (including the Prospectus and Statement of Additional Information forming a part thereof) on Form N-1A of the Trust to be filed with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement"). Capitalized terms used herein and not otherwise herein defined are used as defined in the Agreement and Declaration of Trust of the Trust dated July 8, 1999 (the "Governing Instrument").

In rendering this opinion, we have examined and relied on copies of the following documents, each in the form provided to us: the Certificate of Trust of the Trust as filed in the Office of the Secretary of State of the State of Delaware (the "State Office") on July 8, 1999 (the "Certificate"); the Certificate of Amendment to the Certificate of Trust of the Trust as filed in the State Office on September 4, 2001 reflecting the change in the name of the Trust from Target Funds to Strategic Partners Style Specific Funds (the "Certificate of Amendment"); the Certificate of Correction of the Certificate of Amendment as filed in the State Office on May 14, 2002; the Governing Instrument; the By-laws of the Trust (the "By-laws"); the Notification of Registration Filed Pursuant to Section 8(a) of the Investment Company Act of 1940 on Form N-8A of the Trust filed with the Securities and Exchange Commission on July 9, 1999; the Registration Statement; a Unanimous Written Consent of the Board of Trustees of the Trust dated July 8, 1999 (the "Consent" and, together with the Governing Instrument, the By-laws and the Registration Statement, the

Strategic Partners Style Specific Funds
September 27, 2002

"Governing Documents"); and a certification of good standing of the Trust obtained as of a recent date from the State Office. In such examinations, we have assumed the genuineness of all signatures, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, and the legal capacity of natural persons to complete the execution of documents. We have further assumed for the purpose of this opinion: (i) the due adoption, authorization, execution and delivery by, or on behalf of, each of the parties thereto of the above-referenced resolutions, instruments, certificates and other documents, and of all documents contemplated by the Governing Documents to be executed by investors acquiring Shares; (ii) the payment of consideration for Shares, and the application of such consideration, as provided in the Governing Documents, and compliance with the other terms, conditions and restrictions set forth in the Governing Documents in connection with the issuance of Shares (including, without limitation, the taking of all appropriate action by the Trustees to designate Series of Shares and the rights and preferences attributable thereto as contemplated by the Governing Instrument); (iii) that appropriate notation of the names and addresses of, the number of Shares held by, and the consideration paid by, Shareholders will be maintained in the appropriate registers and other books and records of the Trust in connection with the issuance, redemption or transfer of Shares; (iv) that no event has occurred subsequent to the filing of the Certificate that would cause a termination or reorganization of the Trust under Section 2 or Section 3 of Article VIII of the Governing Instrument; (v) that the activities of the Trust have been and will be conducted in accordance with the terms of the Governing Instrument and the Delaware Statutory Trust Act, 12 Del. C. Sections 3801 et seq. (the "Delaware Act"); and (vi) that each of the documents examined by us is in full force and effect and has not been amended, supplemented or otherwise modified, except as herein referenced. We have not reviewed any documents other than those identified above in connection with this opinion, and we have assumed that there are no other documents that are contrary to or inconsistent with the opinions expressed herein. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. Further, we have not participated in the preparation of the Registration Statement or any other offering documentation relating to the Trust or the Shares and we assume no responsibility for their contents. As to any facts material to our opinion, other than those assumed, we have relied without independent investigation on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained.

Based on and subject to the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that:

1. The Trust is a duly formed and validly existing statutory trust in good standing under the laws of the State of Delaware.

2. When the Shares are issued to Shareholders in accordance with the terms, conditions, requirements and procedures and for the consideration set forth in the Governing Documents, the Shares will constitute legally issued, fully paid and non-assessable Shares of beneficial interest in the Trust.

Strategic Partners Style Specific Funds
September 27, 2002

3. Under the Delaware Act and the terms of the Governing Instrument, each Shareholder of the Trust, in such capacity, will be entitled to the same limitation of personal liability as that extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware; provided, however, that we express no opinion with respect to the liability of any Shareholder who is, was or may become a named Trustee of the Trust. Neither the existence nor exercise of the voting rights granted to Shareholders under the Governing Instrument will, of itself, cause a Shareholder to be deemed a trustee of the Trust under the Delaware Act. Notwithstanding the foregoing or the opinion expressed in paragraph 2 above, we note that, pursuant to Section 5 of Article IV of the Governing Instrument, the Trustees have the power to cause Shareholders, or Shareholders of a particular Series, to pay certain custodian, transfer, servicing or similar agent charges by setting off the same against declared but unpaid dividends or by reducing Share ownership (or by both means).

We hereby consent to the filing of a copy of this opinion with the Securities and Exchange Commission with the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to present facts and our review of the above-referenced documents and the application of Delaware law as the same exist on the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof for the benefit of any person or entity with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect. Except as provided in this paragraph, the opinion set forth above is expressed solely for the benefit of the addressee hereof in connection with the matters contemplated hereby and may not be relied upon for any other purpose or by any other person or entity without our prior written consent.

Sincerely,

MORRIS, NICHOLS, ARSHT & TUNNELL

Exhibit (j)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated September 25, 2002 relating to the financial statements and financial highlights which appears in the July 31, 2002 Annual Report to Shareholders of Strategic Partners Style Specific Funds (consisting of Strategic Partners Large Capitalization Growth Fund, Strategic Partners Large Capitalization Value Fund, Strategic Partners Small Capitalization Growth Fund, Strategic Partners Small Capitalization Value Fund, Strategic Partners International Equity Fund and Strategic Partners Total Return Bond Fund), which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Other Service Providers" and "Financial Statements" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
September 27, 2002

Exhibit(m)(1)

TARGET FUNDS

NOTICE OF RULE 12b-1 FEE WAIVERS AND EXPENSE LIMITATIONS

FOR THE FISCAL YEAR ENDING JULY 31, 2002

This Notice is signed as of June 29, 2001 by (i) Prudential Investment Management Services LLC ("PIMS"), the principal underwriter of the Large Capitalization Growth Fund, Large Capitalization Value Fund, Small Capitalization Growth Fund, Small Capitalization Value Fund, International Equity Fund and Total Return Bond Fund (each a "Fund" and collectively, the "Funds"), each a series of Target Funds, an open-end management investment company (the "Trust"), with respect to distribution and shareholder services fees ("Rule 12b-1 fees") applicable to the Funds; and (ii) Prudential Investments Fund Management LLC ("PIFM"), each Fund's investment manager, with respect to certain Funds' annual net operating expenses, exclusive of Rule 12b-1 fees.

WHEREAS, PIMS has determined to waive a portion of its 0.30% Rule 12b-1 fees payable on Class A shares of each Fund on a fiscal year basis, and desires to contractually waive these fees for the fiscal year ending July 31, 2002;

WHEREAS, PIMS has determined to waive a portion of its 1.00% Rule 12b-1 fees payable on each of the Class B and Class C share classes of the Total Return Bond Fund on a fiscal year basis, and desires to contractually waive these fees for the fiscal year ending July 31, 2002;

WHEREAS, PIFM has determined to limit the net operating expenses paid by each class of shares of certain Funds, exclusive of Rule 12b-1 fees, on a fiscal year basis, and desires to contractually limit these expenses for the fiscal year ending July 31, 2002, as shown below;

WHEREAS, PIMS and PIFM each understands and intends that the Trust will rely on this Notice and agreement in preparing amendments to its registration statement on Form N-1A and in accruing each Fund's expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Trust to do so; and

WHEREAS, shareholders of each Fund will benefit from the ongoing contractual waivers and, where applicable, expense limitations, by incurring lower Fund operating expenses than these shareholders would realize absent such waivers and expense limitations;

NOW, THEREFORE, PIMS and PIFM hereby provide notice of the following:

1. PIMS agrees to limit the Rule 12b-1 fees incurred by Class A shares of each Fund to 0.25% of the average daily net assets of the respective Fund's Class A shares. These contractual waivers shall be effective for the fiscal year ending July 31, 2002.

2. PIMS agrees to limit the Rule 12b-1 fees incurred by each of the Class B and Class C share classes of the Total Return Bond Fund to 0.75% of the average daily net assets of the respective Class B and Class C share classes of this Fund. This contractual waiver shall be effective for the fiscal year ending July 31, 2002.

3. PIFM agrees to limit the annual net operating expenses for each class of each indicated Fund, exclusive of Rule 12b-1 fees, as shown below. These contractual expense limitations shall be effective for the fiscal year ending July 31, 2002.

                                    ANNUAL NET OPERATING EXPENSE LIMITATION,
                                          EXCLUSIVE OF RULE 12b-1 FEES
                                          ----------------------------
Large Capitalization Value Fund                     1.35%
Small Capitalization Growth Fund                    1.60%
Small Capitalization Value Fund                     1.70%
International Equity Fund                           1.75%
Total Return Bond Fund                              0.80%

IN WITNESS WHEREOF, PIMS and PIFM have signed this Notice as of the day and year first above written.

PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC

By: /s/ Robert F. Gunia
    -------------------
    Robert F. Gunia
    President

PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC

By: /s/ David R. Odenath
    --------------------
    David R. Odenath
    President

Exhibit (N)

STRATEGIC PARTNERS SERIES
(the Fund)

PLAN PURSUANT TO RULE 18F-3

The Fund hereby adopts this plan pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the 1940 Act), setting forth the separate arrangement and expense allocation of each class of shares in each investment portfolio (each a Portfolio). Any material amendment to this plan is subject to prior approval of the Board of Trustees, including a majority of the independent Trustees.

CLASS A SHARES:   Class A shares are subject to a high initial sales charge and
                  a distribution and/or service fee pursuant to Rule 12b-1 under
                  the 1940 Act (Rule 12b-1 fee) not to exceed .30 of 1% per
                  annum of the average daily net assets of the class. The
                  initial sales charge is waived or reduced for certain eligible
                  investors.

CLASS B SHARES:   Class B shares are not subject to an initial sales charge but
                  are subject to a high contingent deferred sales charge
                  (declining from 5% to zero over a six-year period) which will
                  be imposed on certain redemptions and a Rule 12b-1 fee not to
                  exceed 1% per annum of the average daily net assets of the
                  class. The contingent deferred sales charge is waived for
                  certain eligible investors. Class B shares automatically
                  convert to Class A shares approximately seven years after
                  purchase.

CLASS C SHARES:   Class C shares are subject to a low initial sales charge and a
                  1% contingent deferred sales charge which will be imposed on
                  certain redemptions within the first 18 months after purchase
                  and a Rule 12b-1 fee not to exceed 1% per annum of the average
                  daily net assets of the class.


Class Z SHARES:   Class Z shares are not subject to either an initial or
                  contingent deferred sales charge, nor are they subject to any
                  Rule 12b-1 fee.

INCOME AND EXPENSE ALLOCATIONS

Income, any realized and unrealized capital gains and losses, and expenses

not

allocated to a particular class of a Portfolio will be allocated to each class of such Portfolio on the basis of the net asset value of that class in relation to the net asset value of the Portfolio.

DIVIDENDS AND DISTRIBUTIONS

Dividends and other distributions paid by each Portfolio to each class of shares, to the extent paid, will be paid on the same day and at the same time, and will be determined in the same manner and will be in the same amount, except that the amount of the dividends and other distributions declared and paid by a particular class of the Portfolio may be different from that paid by another class of the Portfolio because of Rule 12b-1 fees and other expenses borne exclusively by that class.

EXCHANGE PRIVILEGE

Holders of Class A Shares, Class B Shares, Class C Shares and Class Z Shares shall have such exchange privileges as set forth in the Fund's current prospectus. Exchange privileges may vary among classes and among holders of a Class.

CONVERSION FEATURES

Class B shares will automatically convert to Class A shares on a quarterly basis approximately seven years after purchase. Conversions will be effected at relative net asset value without the imposition of any additional sales charge.

GENERAL

A. Each class of shares shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

B. On an ongoing basis, the Directors, pursuant to their fiduciary responsibilities under the 1940 Act and otherwise, will monitor the Fund for the existence of any material conflicts among the interests of its several classes. The Trustees, including a majority of the independent Trustees, shall take such action as is reasonably necessary to eliminate any such conflicts that may develop. Prudential Investments Fund Management LLC, the Fund's Manager, will be responsible for reporting any potential or existing conflicts to the Trustees.

C. For purposes of expressing an opinion on the financial statements of each Portfolio of the Fund, the methodology and procedures for calculating the net asset value and dividends/distributions of the Fund's several classes and the proper allocation of income and expenses among such classes will be examined

annually by the Fund's independent auditors who, in performing such examination, shall consider the factors set forth in the relevant auditing standards adopted, from time to time, by the American Institute of Certified Public Accountants.

Date: March 1, 2000

Exhibit (p)(1)
PRUDENTIAL MUTUALFUNDS
(THE FUND)

CODE OF ETHICS ADOPTED PURSUANT TO RULE 17j-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
(THE CODE)

1. PURPOSES

The Code has been adopted by the Board of Directors/Trustees of the Fund, in accordance with Rule 17j-1(c) under the Investment Company Act of 1940 (the Act) and in accordance with the following general principles:

(1) THE DUTY AT ALL TIMES TO PLACE THE INTERESTS OF INVESTMENT COMPANY SHAREHOLDERS FIRST.

Investment company personnel should scrupulously avoid serving their own personal interests ahead of shareholders' interests in any decision relating to their personal investments.

(2) THE REQUIREMENT THAT ALL PERSONAL SECURITIES TRANSACTIONS BE CONDUCTED CONSISTENT WITH THE CODE AND IN SUCH A MANNER AS TO AVOID ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST OR ANY ABUSE OF AN INDIVIDUAL'S POSITION OF TRUST AND RESPONSIBILITY.

Investment company personnel must not only seek to achieve technical compliance with the Code but should strive to abide by its spirit and the principles articulated herein.

(3) THE FUNDAMENTAL STANDARD THAT INVESTMENT COMPANY PERSONNEL SHOULD NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR POSITIONS.

Investment company personnel must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders, including, but not limited to the receipt of unusual investment opportunities, perquisites, or gifts of more than a de minimis value from persons doing or seeking business with the Fund.

Rule 17j-1 under the Act generally proscribes fraudulent or manipulative practices with respect to a purchase or sale of a security held or to be acquired (as such term is defined in Section 2) by an investment company, if effected by an associated person of such company.

The purpose of the Code is to establish procedures consistent with the Act and Rule 17j-1 to give effect to the following general prohibitions as set forth in Rule 17j-1(b) as follows:

(a) It shall be unlawful for any affiliated person of or Principal Underwriter for a registered investment company, or any affiliated person of an investment adviser of or principal underwriter for a registered investment company in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired, by such registered investment company:

(1) To employ any device, scheme or artifice to defraud such registered investment company;

(2) To make to such registered investment company any untrue statement of a material fact or omit to state to such registered investment company a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such registered investment company; or

(4) To engage in any manipulative practice with respect to such registered investment company.

2. DEFINITIONS

(a) "Access Person" means any director/trustee, officer, general partner or Advisory Person (including any Investment Personnel, as that term is defined herein) of the Fund, the Manager, the Adviser/ Subadviser, or the Principal Underwriter.

(b) "Adviser/Subadviser" means the Adviser or a Subadviser, if any, of the Fund or both as the context may require.

(c) "Advisory Person" means (i) any employee of the Fund, Manager or Adviser/Subadviser (or of any company in a control relationship to the Fund, Manager or Adviser/Subadviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains current or pending information regarding the purchase or sale of a security by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a security.

(d) "Beneficial Ownership" will be interpreted in the same manner as it would be under Securities Exchange Act Rule 16a-1(a)(2) in determining which security holdings of a person are subject to the reporting and short-swing profit provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership will apply to all securities which an Access Person has or

acquires (Exhibit A).

(e) "Complex" means the group of registered investment companies for which Prudential Investments LLC serves as Manager; provided, however, that with respect to Access Persons of the Manager or Subadviser (including any unit or subdivision thereof), "Complex" means the group of registered investment companies in the Complex advised by such Subadviser or unit or subdivision thereof or to which an Access Person is deemed to have access. A list of such registered investment companies will be maintained by the Compliance Officer.

(f) "Compliance Officer" means the person or persons (including his or her designees) designated by the Manager, the Adviser/Subadviser, or Principal Underwriter, respectively, as having responsibility for compliance with the requirements of the Code.

(g) "Control" will have the same meaning as that set forth in
Section 2(a)(9) of the Act.

(h) "Disinterested Director/Trustee" means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

An interested Director/Trustee who would not otherwise be deemed to be an Access Person, shall be treated as a Disinterested Director/Trustee for purposes of compliance with the provisions of the Code.

(i) "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

(j) "Investment Personnel" means: (a) Portfolio Managers and other Advisory Persons who provide investment information and/or advice to the Portfolio Manager(s) and/or help execute the Portfolio Manager's(s') investment decisions, including securities analysts and traders; (b) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a security; and (c) certain other individuals as designated by the Compliance Officer.

(k) "Manager" means Prudential Investments LLC.

(l) "Mutual Fund Code of Ethics and Personal Securities Trading Committee" or "Committee" means a specified group of Business Unit, Compliance, and Human Resources executives responsible for interpreting and administering the Code, including but not limited to, reviewing violations of the Code and determining any sanctions or other disciplinary actions that may be deemed appropriate. In addition, the Committee may waive and or modify violations and sanctions or other disciplinary actions at its discretion when

deemed appropriate by the Committee. The Committee will review such violations in consultation with legal counsel. A list of such Committee members shall be maintained by the Compliance Officer.

(m) "Portfolio Manager" means any Advisory Person who has the direct responsibility and authority to make investment decisions for the Fund.

(n) "Private placement" means a limited offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506 under such Securities Act.

(o) "Profits" means any total or partial gain realized from a securities transaction or group of transactions as defined by the Mutual Fund Code of Ethics and Personal Securities Trading Committee ("Committee").

(p) "Security" will have the meaning set forth in Section 2(a)(36) of the Act, except that it will not include shares of registered open-end investment companies, direct obligations of the Government of the United States, short-term debt securities which are "government securities" within the meaning of Section 2(a)(16) of the Act, bankers' acceptances, bank certificates of deposit, commercial paper and such other money market instruments as are designated by the Compliance Officer. For purposes of the Code, an "equivalent Security" is one that has a substantial economic relationship to another Security. This would include, among other things, (1) a Security that is exchangeable for or convertible into another Security, (2) with respect to an equity Security, a Security having the same issuer (including a private issue by the same issuer) and any derivative, option or warrant relating to that Security and (3) with respect to a fixed-income Security, a Security having the same issuer, maturity, coupon and rating.

(q) "Security held or to be acquired" means any Security or any equivalent Security which, within the most recent 15 days: (1) is or has been held by the Fund; or (2) is being considered by the Fund or its investment adviser for purchase by the Fund.

3. APPLICABILITY

The Code applies to all Access Persons, except that Access Persons covered by more than one Code of Ethics meeting the requirements of Rule 17j-1 may be governed by the provisions of such other Code of Ethics and report all transactions pursuant to the terms of such other Code of Ethics provided that such Code was reviewed and approved by the Board of Directors/Trustees of the Fund. The Compliance Officer shall ensure that each Access Person subject to this Code receives a copy of the Code. The Compliance Officer will maintain a list of all Access Persons who are currently, and within the past five years, subject to the Code.

4. PROHIBITED PURCHASES AND SALES

The prohibitions described below will only apply to a transaction in a security in which the designated Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership.

A. INITIAL PUBLIC OFFERINGS

No Investment Personnel may acquire any Securities in an initial public offering. For purposes of this restriction, "Initial Public Offerings" shall not include offerings of government and municipal securities.

B. PRIVATE PLACEMENTS

No Investment Personnel may acquire any Securities in a private placement without prior approval.

(i) Prior approval must be obtained in accordance with the preclearance procedure described in Section 6 below. Such approval will take into account, among other factors, whether the investment opportunity should be reserved for the Fund and its shareholders and whether the opportunity is being offered to the Investment Personnel by virtue of his or her position with the Fund. The Adviser/Subadviser shall maintain a record of such prior approval and reason for same, for at least 5 years after the end of the fiscal year in which the approval is granted.

(ii) Investment Personnel who have been authorized to acquire Securities in a private placement must disclose that investment to the chief investment officer (including his or her designee) of the Adviser/Subadviser (or of any unit or subdivision thereof) or the Compliance Officer when they play a part in any subsequent consideration of an investment by the Fund in the issuer. In such circumstances, the Fund's decision to purchase Securities of the issuer will be subject to an independent review by appropriate personnel with no personal interest in the issuer.

C. BLACKOUT PERIODS

(i) Except as provided in Section 5 below, Access Persons are prohibited from executing a Securities transaction on a day during which any investment company in the Complex has a pending "buy" or "sell" order in the same or an equivalent Security and until such time as that order is executed or withdrawn; provided, however, that this prohibition shall not apply to Disinterested Directors/Trustees except if they have actual

knowledge of trading by any fund in the Complex.

This prohibition shall also not apply to Access Persons of the Manager, Principal Underwriter, and Adviser/Subadviser who do not, in the ordinary course of fulfilling his or her official duties, have access to current or pending information regarding the purchase and sale of Securities for the Fund and are not engaged in the day-to-day trading operations of the Fund; provided that Securities investments effected by such Access Persons during the proscribed period are not effected with knowledge of the purchase or sale of the same or equivalent Securities by any fund in the Complex.

A "pending 'buy' or 'sell' order" exists when a decision to purchase or sell a Security has been made and communicated. However, this prohibition shall not apply to a "pending 'buy' or 'sell' order" in the same or an equivalent security in a broad based index fund.(1)

(ii) Portfolio Managers are prohibited from buying or selling a Security within seven calendar days before or after a Fund in the same Complex trades in the same or an equivalent Security. Nevertheless, a personal trade by any Investment Personnel shall not prevent a Fund in the same Complex from trading in the same or an equivalent security. However, such a transaction shall be subject to independent review by the Compliance Officer. This prohibition shall not apply to purchases and sales executed in a broad based index fund.

(iii) If trades are effected during the periods proscribed in
(i) or (ii) above, except as provided in (iv) below with respect to (i) above, Profits realized on such trades will be promptly required to be disgorged to the Fund or a charitable organization approved by the Committee.

(iv) A transaction by Access Persons (other than Investment Personnel) inadvertently effected during the period proscribed in (i) above will not be considered a violation of the Code and disgorgement will not be required so long as the transaction was effected in accordance with the preclearance procedures described in Section 6 below and without prior knowledge of trading by any Fund in the Complex in the same or an equivalent Security.

D. SHORT-TERM TRADING PROFITS

Except as provided in Section 5 below, Investment Personnel are prohibited from profiting from a purchase and sale, or sale and purchase, of the same or an equivalent Security

within any 60 calendar day period. If trades are effected during the proscribed period, Profits realized on such trades will be promptly required to be disgorged to the Fund or a charitable organization approved by the Committee.

E. SHORT SALES

No Access Person may sell any security short which is owned by any Fund in the Complex. Access Persons may, however make short sales when he/she owns an equivalent amount of the same security. This prohibition does not apply to Disinterested Directors/Trustees.

F. OPTIONS

No Access Person may write a naked call option or buy a naked put option on a security owned by any Fund in the Complex. Access Persons may purchase options on securities not held by any Fund in the Complex, or purchase call options or write put options on securities owned by any Fund in the Complex, subject to preclearance and the same restrictions applicable to other Securities. Access Persons may write covered call options or buy covered put options on a Security owned by any Fund in the Complex at the discretion of the Compliance Officer. This prohibition does not apply to Disinterested Directors/Trustees.

G. INVESTMENT CLUBS

No Access Person may participate in an investment club. This prohibition does not apply to Disinterested Directors/Trustees.

5. EXEMPTED TRANSACTIONS

Subject to preclearance in accordance with Section 6 below with respect to sub items (b), (e), (f), (g) and (i) hereof, the prohibitions of Sections 4(C) and 4(D) will not apply to the following:

(a) Purchases or sales of Securities effected in any account over which the Access Person has no direct or indirect influence or control or in any account of the Access Person which is managed on a discretionary basis by a person other than such Access Person and with respect to which such Access Person does not in fact influence or control such transactions.

(b) Purchases or sales of Securities (or their equivalents) which are not eligible for purchase or sale by any fund in the Complex.

(c) Purchases or sales of Securities which are non-volitional on the part of either the Access Person or any fund in the Complex.

(d) Purchases of Securities which are part of an automatic dividend reinvestment plan.

(e) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

(f) Any equity Securities transaction, or series of related transactions effected over a 30 calendar day period, involving 500 shares or less in the aggregate, if (i) the Access Person has no prior knowledge of activity in such security by any fund in the Complex and
(ii) the issuer is listed on The New York Stock Exchange or has a market capitalization (outstanding shares multiplied by the current price per share) greater than $1 billion (or a corresponding market capitalization in foreign markets).

(g) Any fixed-income Securities transaction, or series of related transactions effected over a 30 calendar day period, involving 100 units ($100,000 principal amount) or less in the aggregate, if the Access Person has no prior knowledge of transactions in such Securities by any fund in the Complex.

(h) Any transaction in index options effected on a broad-based index.(2)

(i) Purchases or sales of Securities which receive the prior approval of the Compliance Officer (such person having no personal interest in such purchases or sales), based on a determination that no abuse is involved and that such purchases and sales are not likely to have any economic impact on any fund in the Complex or on its ability to purchase or sell Securities of the same class or other Securities of the same issuer.

(j) Purchases or sales of Unit Investment Trusts.

6. PRECLEARANCE

Access Persons (other than Disinterested Directors/Trustees) must preclear all personal Securities investments with the exception of those identified in subparts (a), (c), (d), (h) and (j) of Section 5 above.

All requests for preclearance must be submitted to the Compliance Officer for approval. All approved orders must be executed by the close of business on the day in which preclearance is granted; provided, however that approved orders for Securities traded in foreign markets may be executed within two (2) business days from the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted.

7. REPORTING

(a) Disinterested Directors/Trustees shall report to the Secretary of the Fund the information described in Section 7(b) hereof with respect to transactions in any Security in which such Disinterested Director/Trustee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Security only if such Disinterested Director/Trustee, at the time of that transaction knew or, in the ordinary course of fulfilling his or her official duties as a Director/Trustee of the Fund, should have known that, during the 15-day period immediately preceding or subsequent to the date of the transaction in a Security by such Director/Trustee, such Security is or was purchased or sold by the Fund or was being considered for purchase or sale by the Fund, the Manager or Adviser/Subadviser; provided, however, that a Disinterested Director/Trustee is not required to make a report with respect to transactions effected in any account over which such Director/Trustee does not have any direct or indirect influence or control or in any account of the Disinterested Director/Trustee which is managed on a discretionary basis by a person other than such Director/Trustee and with respect to which such Director/Trustee does not in fact influence or control such transactions. The Secretary of the Fund shall maintain such reports and such other records to the extent required by Rule 17j-1 under the Act.

(b) Every report required by Section 7(a) hereof shall be made not later than ten days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) The date of the transaction, the title and the number of shares, and the principal amount of each Security involved;

(ii) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) The price at which the transaction was effected;

(iv) The name of the broker, dealer or bank with or through whom the transaction was effected; and

(v) The date that the report is submitted.

(c) Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

8. RECORDS OF SECURITIES TRANSACTIONS AND POST-TRADE REVIEW

Access Persons (other than Disinterested Directors/Trustees) are required to direct their brokers to supply, on a timely basis, duplicate copies of confirmations of all personal Securities transactions and copies of periodic statements for all Securities accounts in which such Access Persons have a Beneficial Ownership interest to the Compliance Officer. Such instructions must be made upon becoming an Access Person and promptly as new accounts are established, but no later than ten days after the end of a calendar quarter, with respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect beneficial interest of the Access Person. Notification must be made in writing and a copy of the notification must be submitted to Compliance. This notification will include the broker, dealer or bank with which the account was established and the date the account was established.

Compliance with this Code requirement will be deemed to satisfy the reporting requirements imposed on Access Persons under Rule 17j-1(d), provided, however, that such confirmations and statements contain all the information required by Section 7.b. hereof and are furnished within the time period required by such section.

The Compliance Officer will periodically review the personal investment activity of all Access Persons (including Disinterested Directors/Trustees with respect to Securities transactions reported pursuant to Section 7 above) and holdings reports of all Access Persons.

9. DISCLOSURE OF PERSONAL HOLDINGS

Within ten days after an individual first becomes an Access Person and thereafter on an annual basis, each Access Person (other than Disinterested Directors/Trustees) must disclose all personal Securities holdings. Such disclosure must be made in writing and be as of the date the individual first became an Access Person with respect to the initial report and by January 30 of each year, including holdings information as of December 31, with respect to the annual report. All such reports shall include the following: title, number of shares and principal amount of each security held, name of broker, dealer or bank with whom these securities are held and the date of submission by the Access Person.

10. GIFTS

Access Persons are prohibited from receiving any gift or other thing which would be considered excessive in value from any person or entity that does business with or on behalf of the Fund. Occasional business meals or entertainment (theatrical or sporting events, etc.) are

permitted so long as they are not excessive in number or cost.

11. SERVICE AS A DIRECTOR

Investment Personnel are prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization based upon a determination that the board service would be consistent with the interests of the Fund and its shareholders. In the limited instances that such board service is authorized, Investment Personnel will be isolated from those making investment decisions affecting transactions in Securities issued by any publicly traded company on whose board such Investment Personnel serves as a director through the use of "Chinese Wall" or other procedures designed to address the potential conflicts of interest.

12. CERTIFICATION OF COMPLIANCE WITH THE CODE

Access Persons are required to certify annually as follows:

(i) that they have read and understood the Code;

(ii) that they recognize that they are subject to the Code;

(iii) that they have complied with the requirements of the Code; and

(iv) that they have disclosed or reported all personal Securities transactions required to be disclosed or reported pursuant to the requirements of the Code.

13. CODE VIOLATIONS AND SANCTIONS

All violations of the Code will be reviewed by the Committee. The Committee will determine any sanctions or other disciplinary actions that may be deemed appropriate. All material violations and corresponding sanctions and/or disciplinary action will be reported to the Board of Directors/Trustees of the Fund on a quarterly basis. The Board of Directors/Trustees may take action as it deems appropriate, in addition to any action previously taken by the Committee.

14. REVIEW BY THE BOARD OF DIRECTORS/TRUSTEES

The Board of Directors/Trustees will be provided with an annual report which at a minimum:

(i) certifies to the Board that the Fund, Manager, Investment Adviser/Subadviser, and Principal Underwriter has adopted procedures reasonably necessary to prevent its Access persons from violating its Code.

(ii) summarizes existing procedures concerning personal investing and any changes in the procedures made during the preceding year;

(iii) identifies material Code or procedural violations and sanctions imposed in response

to those material violations; and

(iv) identifies any recommended changes in existing restrictions or procedures based upon the Fund's experience under the Code, evolving industry practices, or developments in applicable laws and regulations.

The Board will review such report and determine if any further action is required.

EXPLANATORY NOTES TO CODE

1. No comparable Code requirements have been imposed upon Prudential Mutual Fund Services LLC, the Fund's transfer agent, or those of its directors or officers who are not Directors/Trustees or Officers of the Fund since they are deemed not to constitute Access Persons or Advisory Persons as defined in paragraphs (e)(1) and (2) of Rule 17j-1.

Exhibit A

Definition of Beneficial Ownership

The term "beneficial ownership" of securities would include not only ownership of securities held by an access person for his or her own benefit, whether in bearer form or registered in his or her own name or otherwise, but also ownership of securities held for his or her benefit by other (regardless of whether or how they are registered) such as custodians, brokers, executors, administrators, or trustees (including trusts in which he or she has only a remainder interest), and securities held for his or her account by pledges, securities owned by a partnership in which he or she should regard as a personal holding corporation. Correspondingly, this term would exclude securities held by an access person for the benefit of someone else.

Ordinarily, this term would not include securities held by executors or administrators in estates in which an access person is a legatee or beneficiary unless there is a specific legacy to such person of such securities or such person is the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such legacy, or the securities are held in the estate more than a year after the decedent's death.

Securities held in the name of another should be considered as "beneficially" owned by an access person where such person enjoys "benefits substantially equivalent to ownership". The SEC has said that although the final determination of beneficial ownership is a question to be determined in the light of the facts of the particular case, generally a person is regarded as the beneficial owner of securities held in the name of his or her spouse and their minor children. Absent special circumstances such relationship ordinarily results in such person obtaining benefits substantially equivalent to ownership,
e.g., application of the income derived from such securities to maintain a common home, to meet expenses which such person otherwise would meet from other sources, or the ability to exercise a controlling influence over the purchase, sale or voting of such securities.

An access person also may be regarded as the beneficial owner of securities held in the name of another person, if by reason of any contact, understanding, relationship, agreement or other arrangement, he obtains therefrom benefits substantially equivalent to those of ownership. Moreover, the fact that the holder is a relative or relative of a spouse and sharing the same home as an access person may in itself indicate that the access person would obtain benefits substantially equivalent to those of ownership from securities held in the name of such relative. Thus, absent countervailing facts, it is expected that securities held by relatives who share the same home as an access person will be treated as being beneficially owned by the access person.

An access person also is regarded as the beneficial owner of securities held in the name of a spouse, minor children or other person, even though he does not obtain therefrom the aforementioned benefits of ownership, if he can vest or revest title in himself at once or at some future time.

Exhibit (p)(2)

PERSONAL SECURITIES
TRADING POLICY

INTRODUCTION

As a leader in the financial services industry, Prudential Financial, Inc. ("Prudential" or "Company") aspires to the highest standards of business conduct. Consistent with this standard, Prudential has developed a Personal Securities Trading Policy ("Policy") incorporating policies and procedures followed by leading financial service firms. This policy is designed to ensure compliance by Prudential and its associates with various securities laws and regulations including the Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA) and the National Association of Securities Dealers (NASD) Conduct Rules, and to ensure that its associates conduct their personal trading in a manner consistent with Prudential's policy of placing its shareholders' and customers' interests first.

This Policy sets forth the insider trading policy, trade monitoring procedures, and personal trading restrictions for Prudential associates:

SECTION I sets forth Prudential's POLICY STATEMENT ON INSIDER TRADING that applies to all Prudential associates. It is important that all Prudential associates read and understand this policy, which sets forth their responsibilities with respect to confidential and proprietary information.

SECTION II sets forth Prudential's TRADE MONITORING PROCEDURES AND TRADE REPORTING OBLIGATIONS for Covered and Access Persons, including authorized broker-dealer requirements.

SECTION III sets forth Prudential's policy and RESTRICTIONS RELATING TO PERSONAL TRADING IN SECURITIES ISSUED BY PRUDENTIAL FOR DESIGNATED PERSONS
AND ALL OTHER PRUDENTIAL ASSOCIATES. Responsibilities for Section 16 Insiders are covered under a separate policy.

The remaining sections contain policies and procedures applicable to associates of Prudential's broker-dealers and investment advisers.

SECTION IV sets forth the additional trading policies and procedures applicable to associates of a Prudential BROKER-DEALER.

SECTION V sets forth the additional trading policies and procedures applicable to associates of a Prudential PORTFOLIO MANAGEMENT UNIT OR TRADING UNIT.

SECTION VI sets forth the additional trading policies and procedures applicable to associates of the Prudential Global Asset Management's (PGAM) PRIVATE ASSET MANAGEMENT UNITS.

SECTION VII sets forth the additional trading policies and procedures applicable to associates of PRUDENTIAL SECURITIES INCORPORATED (PSI).

If you are unclear as to your personal trading and reporting responsibilities, or have any questions concerning any aspect of this Policy, please contact the Securities Monitoring Group in Corporate Compliance.

The personal trade policy and trade monitoring procedures described herein reflect the practices followed by leading financial service firms. No business unit or group may adopt policies or procedures that are inconsistent with this policy. Business units may, with the prior approval of Corporate Compliance, adopt policies and procedures that go beyond those contained in this Policy.

INTRODUCTION                                                                  ii
TABLE OF CONTENTS                                                            iii

I.    PRUDENTIAL'S POLICY STATEMENT ON INSIDER TRADING                        1
      A.    Use of Proprietary or Confidential Information                    1
      B.    Prudential Insider Trading Rules                                  1
      C.    What is Nonpublic Information?                                    2
      D.    What is Material Information?                                     2
      E.    Front-running and Scalping                                        3
      F.    Private Securities Transactions                                   3
      G.    Charitable Gifts                                                  3
      H.    Penalties for Insider Trading                                     4
            1.    Penalties for Individuals                                   4
            2.    Penalties for Supervisors                                   4
            3.    Penalties for Prudential                                    4

II.   SECURITIES TRADE MONITORING FOR COVERED AND ACCESS PERSONS              5
      A.    The "SMARTS" System                                               5
      B.    Covered and Access Persons                                        5
      C.    Trade Reporting Requirements                                      5
            1.    Authorized Broker-Dealer Requirements                       5
            2.    Authorized Broker-Dealer Exceptions                         6
            3.    Trade Reporting Requirements for Exception Accounts         6
            4.    Personal and Family Member Accounts                         6
            5.    Reportable Securities Transactions                          7
            6.    Confidentiality of Trading Information                      7
            7.    Additional Requirements                                     7

III.  POLICY AND RESTRICTIONS FOR PERSONAL TRADING IN SECURITIES
      ISSUED BY PRUDENTIAL                                                    8
      A.    Designated Persons                                                8
      B.    Specific Trading Requirements                                     8
            1.    Brokerage Account Requirements for Designated Persons       8
            2.    Trade Reporting Requirements for Accounts with
                  Non-Authorized Broker-Dealers                               9
            3.    Trading Windows and Blackout Periods                        9
            4.    Preclearance of Trading in Securities Issued by Prudential  9
            5.    Prohibited Transactions                                     9
            6.    PESP and the Employee Stock Option Plans                    9
      C.    Supervisory Responsibilities                                     10
      D.    Violations of the Policy                                         10

IV.   TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS                  11
      A.    Trade Monitoring for Associates of Pruco Securities Corporation
            and Prudential Investment Management Services, LLC               11
            1.    Notification Requirements for Personal Securities Accounts 11
            2.    Annual Compliance Training and Sign-off                    11
      B.    Purchases of Public Offerings - - "Freeriding and Withholding"   11
      C.    Private Securities Transactions                                  12
      D.    Additional Restrictions for PSI Associates                       13

V.    TRADING RESTRICTIONS FOR ASSOCIATES OF PORTFOLIO MANAGEMENT
      UNITS AND TRADING UNITS                                                14

      A.    Definitions                                                      14
      B.    Trading Restrictions                                             15
            1.    Initial Public Offerings                                   15
            2.    Private Placements                                         15
            3.    Blackout Periods - "7 Day Rule"                            15
            4.    Short-Term Trading Profits                                 16
            5.    Short Sales                                                16
            6.    Options                                                    16
            7.    Investment Clubs                                           16
      C.    Preclearance                                                     16
      D.    Exemptions                                                       16
            1.    Ineligible Securities                                      17
            2.    Exercise of Rights by Issuer                               17
            3.    De Minimis Trades                                          17
            4.    Discretionary Accounts                                     17
            5.    Index Options                                              17
            6.    Unit Investment Trusts                                     17
            7.    Non-volitional Transactions and Dividend                   17
                  Reinvestment Plans
            8.    Exceptions by Prior Written Approval                       17
      E.    Personal Trade Reporting                                         17
      F.    Personal Securities Holdings                                     18
      G.    Service as a Director                                            18
      H.    Gifts                                                            18
      I.    Code Violations and Sanctions                                    18
      J.    Reports to Clients                                               18
      K.    Conflicts of Interest                                            17

VI.   TRADING RESTRICTIONS FOR ASSOCIATES OF PRIVATE ASSET
      MANAGEMENT UNITS                                                       20
      A.    Private Side Monitored List                                      20
      B.    Investment Clubs                                                 20
      C.    Additional Restrictions for Certain Units                        20
            1.    Real Estate Units                                          20
            2.    Prudential Capital Group                                   21

VII.  POLICY FOR PRUDENTIAL SECURITIES INCORPORATED                          22
      A.    Employee Securities Accounts                                     22
            1.    Trade Monitoring at PSI                                    22
            2.    Investment Clubs                                           22
      B.    Personal Trading Restrictions                                    22
            1.    Purchases of Public Offerings - - "Freeriding              22
                  and Withholding"
            2.    24 Hour Research Report Restriction                        23
            3.    Restricted List                                            23
      C.    Additional Trading Restrictions for Certain PSI Departments      23
            1.    Trading Restrictions                                       23
                  a.    Research Department                                  23
                  b.    Trading Department                                   24
                  c.    High Yield Securities Group                          24
                  d.    Asset-Backed Finance Group                           24
                  e.    Investment Banking Group                             24
                  f.    Public Finance                                       25
                  g.    Capital Transaction Equity Syndicate Group and
                        Capital Transaction Debt Syndicate Group             25
            2.    Preclearance Procedures                                    25

1-  Sample letter to brokerage firm                                          26
2-  Acknowledgment of Prudential's Policy Statement on Insider
    Trading                                                                  27
3-  Chart of Reportable Transactions                                         28
4-  List of index options on a Broad-Based index                             29
5-  Sample Initial Holdings Report                                           30
6-  Sample Annual Holdings Report                                            31
7-  Preclearance Form for Section 16 Insiders and Designated Persons         32
8-  Permitted Options Transactions relating to securities issued
    by Prudential                                                            33

I. PRUDENTIAL'S POLICY STATEMENT ON INSIDER TRADING

Prudential aspires to the highest standard of business ethics. Accordingly, Prudential has developed the following procedures to ensure the proper use of proprietary and/or confidential information and to comply with federal and state law.

A. USE OF CONFIDENTIAL OR PROPRIETARY INFORMATION

In the course of your work at Prudential, you may receive or have access to material, nonpublic information about Prudential or other public companies. Company policy, industry practice and federal and state law establish strict guidelines regarding the use of material, nonpublic information. Prudential has adopted the following policies that are consistent with the practices of leading financial service firms:

(1) YOU MAY NOT USE CONFIDENTIAL OR PROPRIETARY INFORMATION, OBTAINED IN THE COURSE OF YOUR EMPLOYMENT, FOR YOUR PERSONAL GAIN OR SHARE SUCH INFORMATION WITH OTHERS FOR THEIR PERSONAL BENEFIT;

(2) YOU MUST TREAT AS CONFIDENTIAL ALL INFORMATION THAT IS NOT PUBLICLY DISCLOSED CONCERNING PRUDENTIAL'S FINANCIAL INFORMATION AND KEY PERFORMANCE DRIVERS, INVESTMENT ACTIVITY OR PLANS, OR THE FINANCIAL CONDITION AND BUSINESS ACTIVITY OF PRUDENTIAL OR ANY COMPANY WITH WHICH PRUDENTIAL IS DOING BUSINESS; AND

(3) IF YOU POSSESS CONFIDENTIAL OR PROPRIETARY INFORMATION, YOU MUST PRESERVE ITS CONFIDENTIALITY AND DISCLOSE IT ONLY TO OTHER ASSOCIATES WHO HAVE A LEGITIMATE BUSINESS NEED FOR THE INFORMATION.

Under federal securities law, it is illegal to buy or sell a security while in possession of material, nonpublic information relating to the security.(1) It is also illegal to "tip" others about inside information. In other words, you may not pass material, nonpublic information about an issuer on to others or recommend that they trade the issuer's securities.

Insider trading is an extremely complex area of the law principally regulated by the Securities and Exchange Commission (SEC). If you have any questions concerning the law or a particular situation, you should consult with Corporate Compliance or the Law Department. If you believe that you may have material, nonpublic information about a public company obtained in the course of your position, or if you are in a portfolio or asset management unit and you believe you may have material, nonpublic information regardless of the source, you should notify your business unit compliance officer and Corporate Compliance so that the securities can be monitored and/or placed on a restricted list as appropriate.

B. PRUDENTIAL INSIDER TRADING RULES

Below are three rules concerning insider trading. Failure to comply with these rules could result in violations of the federal securities laws and subject you to severe penalties described in Section H. Violations of these rules also may result in discipline by Prudential up to and including termination of employment.

(1) YOU MAY NOT BUY OR SELL SECURITIES ISSUED BY PRUDENTIAL OR ANY OTHER PUBLIC COMPANY IF YOU HAVE MATERIAL, NONPUBLIC INFORMATION. THIS RESTRICTION APPLIES TO TRANSACTIONS FOR YOU, MEMBERS OF YOUR FAMILY, PRUDENTIAL OR ANY OTHER PERSON FOR WHOM YOU MAY BUY OR SELL SECURITIES. IN ADDITION, YOU MAY NOT RECOMMEND TO OTHERS THAT THEY BUY OR SELL THAT SECURITY.

(2) IF YOU ARE AWARE THAT PRUDENTIAL IS CONSIDERING OR ACTUALLY TRADING ANY SECURITY FOR ANY ACCOUNT IT MANAGES, YOU MUST REGARD THAT AS MATERIAL, NONPUBLIC INFORMATION. ACCORDINGLY, YOU MAY NOT MAKE ANY TRADE OR RECOMMENDATION INVOLVING THAT SECURITY, UNTIL SEVEN CALENDAR DAYS AFTER YOU KNOW THAT SUCH TRADING IS NO LONGER BEING CONSIDERED OR UNTIL SEVEN CALENDAR DAYS AFTER PRUDENTIAL CEASES TRADING IN THAT SECURITY.(2)

1 In some circumstances, additional elements may be required for there to be a violation of law, including scienter and breach of a duty.

2 This rule does not apply to employees in the trading departments of PSI.

(3) YOU MAY NOT COMMUNICATE MATERIAL, NONPUBLIC INFORMATION TO ANYONE EXCEPT INDIVIDUALS WHO ARE ENTITLED TO RECEIVE IT IN CONNECTION WITH THE PERFORMANCE OF THEIR RESPONSIBILITIES FOR PRUDENTIAL (I.E., INDIVIDUALS WITH A "NEED TO KNOW").

C. WHAT IS NONPUBLIC INFORMATION?

Nonpublic information is information that is not generally available to the investing public. Information is public if it is generally available through the media or disclosed in public documents such as corporate filings with the SEC. If it is disclosed in a national business or financial wire service (such as Dow Jones or Bloomberg), in a national news service (such as AP or Reuters), in a newspaper, on the television, on the radio, or in a publicly disseminated disclosure document (such as a proxy statement or prospectus), you may consider the information to be public. If the information is not available in the general media or in a public filing, you should consider it to be nonpublic. Neither selective disclosure (such as disclosure to a small number of institutional investors or a small number of analysts), partial disclosure (disclosure of part of the information), nor the existence of rumors, is sufficient to consider the information to be public. If you are uncertain as to whether information is nonpublic, you should consult your business unit compliance officer or Corporate Compliance.

While you must be especially alert to sensitive information, you may consider information received directly from a designated company spokesperson to be public information unless you know or have reason to believe that such information is not generally available to the investing public. An associate working on a private securities transaction who receives information from a company representative regarding the transaction should presume that the information is nonpublic.

                        saying "This is not generally known but . . ." In such a
                        situation, the analyst should assume that the
                        information is nonpublic.

D.    WHAT IS MATERIAL INFORMATION?

There is no statutory definition of material information. You should assume that information is material if an investor, considering all the surrounding facts and circumstances, would find such information important in deciding whether or when to buy or sell a security. In general, any nonpublic information that, if announced, could affect the price of the security should be considered to be material information. If you are not sure whether nonpublic information is material, you should consult Corporate Compliance or your business unit compliance department.

MATERIAL INFORMATION MAY BE ABOUT PRUDENTIAL OR ANOTHER PUBLIC COMPANY.

Examples:

- information about a company's earnings or dividends (e.g., whether earnings will increase or decrease);

- information about a company's physical assets (e.g., an oil discovery, a fire that destroyed a factory, or an environmental problem);

- information about a company's personnel (e.g., a valuable employee leaving or becoming seriously ill);

- information about a company's pension plans (e.g., the removal of assets from an over-funded plan or an increase or decrease in future contributions);

- Information about a company's financial status (e.g., financial restructuring plans or changes to planned payments of debt securities); or

- Information about a merger, acquisition, tender offer, joint venture or similar transaction involving the Company generally should be considered material.

INFORMATION MAY BE MATERIAL EVEN THOUGH IT MAY NOT BE DIRECTLY ABOUT A COMPANY (I.E., IF THE INFORMATION IS RELEVANT TO THAT COMPANY OR ITS PRODUCTS, BUSINESS, OR ASSETS).

Examples:

- information that a company's primary supplier is going to increase dramatically the prices it charges; or

- information that a competitor has just developed a product that will cause sales of a company's products to plummet.

MATERIAL INFORMATION MAY ALSO INCLUDE INFORMATION ABOUT PRUDENTIAL'S
ACTIVITIES OR PLANS RELATING TO A COMPANY UNAFFILIATED WITH PRUDENTIAL.

Example:

- information that Prudential is going to enter into a transaction with a company, such as awarding a large service contract with a particular company.

E. "FRONT-RUNNING" AND "SCALPING"

Trading while in possession of information concerning Prudential's trades is called front-running or scalping, and is prohibited by Prudential's insider trading rules, and may also violate federal law.

Front-running is making a trade in the same direction as Prudential just before Prudential makes its trade. Examples include buying a security just before Prudential buys that security (in the expectation that the price may rise based on such purchase) or selling a security just before Prudential sells such security (in the expectation that such sale will lead to a drop in price).

Scalping is making a trade in the opposite direction just after Prudential's trade, in other words, buying a security just after Prudential stops selling such security or selling just after Prudential stops buying such security.

Example:

- Prudential is planning to sell a large position in ABC Co. If you sell ABC Co. securities ahead of Prudential in expectation that the large sale will depress its price, you are engaging in front-running. If you purchase ABC Co. securities after Prudential has completed its sale to take advantage of the temporary price decrease, you are engaging in scalping.

F. PRIVATE SECURITIES TRANSACTIONS

The antifraud provisions of the federal securities laws apply to transactions in both publicly traded securities and private securities. However, the insider trading laws do not prohibit private securities transactions where both parties to the transaction have possession of the same material, nonpublic information.

G. CHARITABLE GIFTS

If you are in possession of material, nonpublic information concerning a security you hold, you may not gift the security to a charitable institution and receive a tax deduction on the gift.

H. PENALTIES FOR INSIDER TRADING(3)

1. PENALTIES FOR INDIVIDUALS

Individuals who illegally trade while in possession of material, nonpublic information or who illegally tip such information to others may be subject to some or all of the following penalties:

Civil Penalties:

- civil injunctions;

(3) In addition to the penalties listed below, Prudential and/or Prudential associates could be subject to penalties under the Employee Retirement Income Security Act (ERISA) if the insider trading occurs in connection with an ERISA plan's investment.

- disgorgement of personal profit gained or loss avoided, and/or a "tippee's" profit gained or loss avoided; and

- civil penalties of up to three times the amount of the profit gained or loss avoided.

Criminal Penalties:

- Criminal fines of up three times the amount of the profit gained or loss avoided; and

- up to ten years imprisonment per violation.

Employment Consequences:

- loss or suspension of license to work in the securities industry; and

- discipline by Prudential up to and including termination of employment.

2. PENALTIES FOR SUPERVISORS

The law provides for penalties for "controlling persons" of individuals who commit insider trading. Accordingly, under certain circumstances, supervisors of an associate who is found liable for insider trading may be subject to the following penalties:

- civil penalties of up to the greater of $1 million or three times the amount of the associate's profits gained or loss avoided;

- criminal fines of up to $1 million per violation; and

- discipline by Prudential up to and including termination of employment.

3. PENALTIES FOR PRUDENTIAL

Prudential could be subject to the following penalties in the event an associate is found liable for insider trading:

- civil penalties of up to the greater of $1 million or three times the amount of the associate's profits gained or loss avoided;

- criminal fines of up to $2.5 million per violation; and

- restrictions on its ability to conduct certain of its business activities, such as its broker-dealer, investment adviser, and investment company activities.

II. SECURITIES TRADE MONITORING FOR COVERED AND ACCESS PERSONS

A. THE "SMARTS" SYSTEM

Federal Law requires all broker-dealers and investment advisers to establish procedures to prevent insider trading by their associates. In addition, the Federal Sentencing Guidelines require companies to establish reasonable procedures to prevent and detect violations of the law. To comply with these and other similar laws and rules, Prudential has developed the Personal Securities Trading Policy to prevent the misuse of material, nonpublic information about Prudential or other public companies. All employees are held to the general principles of the Policy to ensure the proper use of proprietary and/or confidential information. However, certain employees are also required to be monitored and may be subject to additional restrictions. Prudential has established a program to monitor the personal securities trading of associates with routine access to nonpublic corporate information about Prudential or any external public company, portfolio management activities, or other sensitive information. These individuals are required to have their personal securities transactions monitored in the Securities Trade Monitoring System known as "SMARTS" (Securities Monitoring Automated Reporting and Tracking System).

B. COVERED AND ACCESS PERSONS

Certain employees are classified as "Covered" or "Access" Persons (as defined below). These individuals are categorized based on the information to which they have access. Covered and Access Persons are required to report their personal securities trading activity and are monitored in the SMARTS system.

- ACCESS PERSONS - Associates who work in or support portfolio management activities. See Section IV. for specific requirements.

- COVERED PERSONS - Employees, other than Access Persons, who may have access to material, nonpublic information about external public companies or those individuals who have a regulatory obligation to be monitored.

If you are unsure as to whether you are an Access or Covered Person, contact your business unit compliance officer or Corporate Compliance.(4)

C. TRADE REPORTING REQUIREMENTS

1. AUTHORIZED BROKER-DEALER REQUIREMENTS

Covered and Access Persons are required to maintain personal brokerage accounts at an authorized broker-dealer. The authorized firms are PSI, Pruco Securities, Charles Schwab, E*TRADE, Fidelity Investments, and Merrill Lynch. Covered and Access Persons can find information about each firm through the authorized broker-dealer website at http://njplazx51/authorizedbrokerdealers. New Associates who are subject to this requirement will be required to transfer accounts within 60 days of becoming a Covered and/or Access Person. The accounts that are subject to this requirement are listed in
Section C. 4. below.

Prudential Financial, Inc. securities held at EquiServe Trust Company, N.A. are not required to be transferred.

2. AUTHORIZED BROKER-DEALER EXCEPTIONS

Exceptions to the Authorized Broker-Dealer requirement will be limited and should be submitted to the Business Unit chief Compliance Officer who will submit the request to the appropriate Business Unit or

(4) PSI monitors the personal trading of its associates, including Financial Advisors, through its own trade monitoring system as explained in
Section VI.A.1.

Corporate Department Executive at the Senior Vice President level or above for review. Documentation for all exceptions must be forwarded to your business unit compliance officer for review. Exceptions will be evaluated on a case by case basis based on the following criteria:

- Accounts held jointly with or accounts for spouses who are subject to the same type of personal trading requirements that pre-date this policy (June 27, 2002).

- Accounts in which the employee has a formal investment management agreement that provides full discretionary authority to a third party money manager. A copy of the management agreement must be submitted to the business unit compliance officer.

- Blind trusts and family trusts. A copy of the trust agreement must be submitted to the business unit compliance officer.

- Accounts for international employees in locations where there is no local presence or access to one of these firms.

- Accounts holding non-transferable securities which may not, due to their nature, be liquidated without undue hardship to the employee (new purchases generally will not be permitted.)

- Direct stock purchase or dividend reinvestment plans that are established directly with a public company.

3. TRADE REPORTING REQUIREMENTS FOR EXCEPTION ACCOUNTS

If you are granted an exception to the authorized broker-dealer requirement, you must direct the brokerage firm(s) that maintains your securities account(s) to send duplicate copies of your trade confirmations and account statements ("trading activity") to Corporate Compliance. New employees must instruct their brokers to send trading activity to Corporate Compliance while they are in the process of transferring their accounts to one of the authorized broker-dealers. A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy. ACCOUNTS MAINTAINED AT PSI, PRUCO
SECURITIES, CHARLES SCHWAB, E*TRADE, MERRILL LYNCH, OR FIDELITY INVESTMENTS ARE EXEMPT FROM THIS REQUIREMENT.(5)

4. PERSONAL AND FAMILY MEMBER ACCOUNTS

You are required to report in the manner described above, all securities accounts in which you have a beneficial interest, including the following:

(1) personal accounts;
(2) accounts in which your spouse has beneficial interest;
(3) accounts in which your minor children or any dependent family member has a beneficial interest;
(4) joint or tenant-in-common accounts in which you are a participant;
(5) accounts for which you act as trustee, executor or custodian;
(6) accounts over which you exercise control or have any investment discretion; and
(7) accounts of any individual to whose financial support you materially contribute.(6)

Accounts restricted solely to the purchase and sale of mutual funds and/or 529 College Savings Plans are not subject to the Policy and do not require disclosure. However, if the account may trade other securities, it is subject to the Policy even if it holds only mutual funds.

All monitored associates must complete the acknowledgment form, attached as Exhibit 2, listing the location of all reportable brokerage accounts and confirming that you have instructed all brokers for such accounts to send duplicate copies of accounts statements and trade confirmations to Corporate Compliance. Acknowledgment forms must be completed annually.(7)

5. REPORTABLE SECURITIES TRANSACTIONS

(5) Information concerning securities transactions at the authorized broker-dealers is fed by computer link directly to SMARTS.

(6) For example, this would include individuals with whom you share living expenses, bank accounts, rent for mortgage payments, ownership of a home, or any other material financial support.

(7) Corporate Compliance will administer the processing of annual acknowledgment forms. If you are a reporting associate, and have not completed an acknowledgment form, please contact Corporate Compliance.

The chart attached as Exhibit 3 identifies the personal securities transactions that are reportable. In general, all securities transactions are reportable except for purchases and sales of open end mutual funds, variable insurance products (including annuities), certificates of deposit and certain United States government securities.

6. CONFIDENTIALITY OF TRADING INFORMATION

Corporate Compliance is responsible for maintaining SMARTS, and recognizes that your investment records are highly confidential. Accordingly, Corporate Compliance follows careful procedures for the collection and review of associate trading information to ensure that such records are kept in the strictest confidence. Other than exception reports, which are reviewed by business unit heads and business unit compliance personnel, the only persons who have access to this information are a small group within Corporate Compliance.

7. ADDITIONAL REQUIREMENTS

Additional information and guidance can be found in the following Sections:

- Designated Person Requirements - Section III.

- Requirements for Associated Persons of a Broker Dealer -
Section IV.

- Access Person Requirements - Section V.

- Requirements for employees who work in the private asset management units - Section VI.

- Requirements for associates of PSI - Section VII

III. POLICY AND RESTRICTIONS FOR PERSONAL TRADING IN SECURITIES ISSUED BY PRUDENTIAL BY DESIGNATED PERSONS

This Section specifically addresses the requirements for those employees who have routine access to material, nonpublic information about Prudential. These requirements are consistent with policies of leading financial service firms. Specific policies and procedures relating to Section 16 Insiders are addressed in a separate policy statement.

A. DESIGNATED PERSONS

A DESIGNATED PERSON is an employee who, during the normal course of his or her job has routine access to material, nonpublic information about Prudential, including information about one or more business units or corporate level information that may be material about Prudential. Employees at the corporate rank of Executive Vice President ("EVP") and above are deemed to be Designated Persons. In addition, direct reports to each EVP and their direct reports are also deemed to be Designated Persons. Finally, the Vice Presidents ("VPs") of Finance for each business unit must identify additional employees in each unit who, regardless of level, have routine access to material, nonpublic information about Prudential. It is the responsibility of the VPs of Finance to notify Corporate Compliance of any changes to this list. Employees who have been classified as a Designated Person, but believe that they do not have access to material, nonpublic information, may request an exception to this requirement from the General Counsel.

B. SPECIFIC TRADING REQUIREMENTS

All employees are prohibited from trading securities issued by Prudential while in possession of material, nonpublic information regarding the Company. Employees are also discouraged from engaging in speculative transactions in securities issued by Prudential and are encouraged to hold Prudential securities for long term investment.

DESIGNATED PERSONS ARE REQUIRED TO PRECLEAR ALL TRANSACTIONS IN COMPANY SECURITIES PRIOR TO EXECUTION THROUGH CORPORATE COMPLIANCE. THIS REQUIREMENT EXCLUDES TRANSACTIONS IN PRUDENTIAL MUTUAL FUNDS AND ANNUITIES. TRADES WILL BE APPROVED ONLY DURING OPEN "TRADING WINDOWS." IN

ADDITION, DESIGNATED PERSONS ARE SUBJECT TO RESTRICTIONS RELATING TO SHORT SALES AND OPTIONS TRANSACTIONS. THESE RESTRICTIONS APPLY TO ALL ACCOUNTS IN WHICH A DESIGNATED PERSON HAS A DIRECT OR INDIRECT BENEFICIAL INTEREST INCLUDING, BUT NOT LIMITED, TO ACCOUNTS FOR SPOUSES, FAMILY MEMBERS LIVING IN YOUR HOUSEHOLD, AND ACCOUNTS FOR WHICH THEY EXERCISE INVESTMENT DISCRETION.

1. BROKERAGE ACCOUNT REQUIREMENTS FOR DESIGNATED PERSONS

Designated Persons are required to hold and trade Prudential Financial, Inc. common stock and related equity derivative securities ("PRU") only at an authorized broker-dealer. The authorized firms are PSI, Pruco Securities, Charles Schwab, E*TRADE, Fidelity Investments, and Merrill Lynch. Designated Persons can access information about each firm through the authorized broker-dealer website at http://njplazx51/authorizedbrokerdealers. This requirement applies to accounts for you, your family members, or accounts in which you have a beneficial interest or over which you have trading authority. See Section II.C.4. for a complete list of applicable accounts. You may still maintain your accounts at non-authorized broker-dealers, however those accounts are still subject to Prudential's monitoring procedures outlined in Section B.2. below.

While PRU stock held by you at EquiServe Trust Company, N.A., ("EquiServe") is subject to the provisions of this Policy, Designated Persons are not required to transfer PRU positions held at EquiServe.

2. TRADE REPORTING REQUIREMENTS FOR ACCOUNTS WITH NON-AUTHORIZED BROKER-DEALERS

Designated Persons who maintain brokerage accounts with brokerage firms, other than the authorized broker-dealers listed in Section B.1. above, must direct the brokerage firm(s) to send duplicate copies of trade confirmations and account statements to Corporate Compliance.(8) A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy.

3. TRADING WINDOWS/BLACKOUT PERIODS

Designated Persons are permitted to trade in securities issued by Prudential only during open trading windows. Approximately 24 hours after the Company releases its quarterly earnings to the public, the trading window generally opens and generally will remain open until approximately three weeks before the end of each quarter. In addition, the Company may notify Designated Persons regarding unscheduled blackout periods. For example, in the event the Company decides to make an unscheduled announcement (e.g., a pre quarter-end earnings estimate), Prudential may restrict trading activity during a normally permissible trading window. Corporate Compliance will notify Designated Persons of the opening of trading windows and the commencement of blackout periods.

4. PRECLEARANCE OF TRADING IN SECURITIES ISSUED BY PRUDENTIAL

Designated Persons are required to preclear all transactions in securities issued by Prudential through Corporate Compliance. Designated Persons should submit requests electronically through the SMARTS Preclearance intranet site. Designated Persons will be sent a link to the Preclearance site from Corporate Compliance, and a link is also available from the Compliance website. All approved transactions are valid until the close of business on the day in which preclearance is granted. (See Exhibit 7 for the SMARTS Preclearance Form.) Transactions that require preclearance include, but are not limited to, the following:

- open market transactions through a broker/dealer;
- gifts received or given;
- stock option plan exercises; and
- Prudential Employee Savings Plan (PESP) Company Stock Fund transactions other than purchases through automatic payroll deductions (see Section B.4. below).

5. PROHIBITED TRANSACTIONS

(8) Information concerning securities transactions at the authorized broker-dealers is fed by computer link directly to SMARTS.

All employees are prohibited from selling short including "short sales against the box" and from participating in any options transactions on any securities issued by Prudential except in connection with bona fide hedging strategies (e.g., covered call options and protected put options). (See Exhibit 8 describing permissible options transactions.) However, employees are prohibited from buying or selling options to hedge their financial interest in employee stock options granted to them by Prudential.

6. PESP AND THE EMPLOYEE STOCK OPTION PLANS

Certain controls have been established to prevent trading activity in the PESP Company Stock Fund and Employee Stock Option Plan that may not conform to this Policy. Designated Persons will be blocked from executing certain transactions relating to PESP and company stock option exercises that result in a sale of securities during designated blackout periods. PESP Company Stock Fund transactions that will be blocked include exchanges, deferral rate and allocation changes, loans and distributions. However, automatic payroll deductions and Company match transactions will be permitted and will not be blocked.

C. SUPERVISORY RESPONSIBILITIES

Business Unit and Department Heads or their designees are responsible for supervising the trading activity of the associates within their units. This responsibility may be delegated to appropriate individuals. The monitoring process will be facilitated by Corporate Compliance which will produce and distribute reports of trading activity in securities issued by Prudential for Designated Persons on a routine basis.

D. VIOLATIONS OF THE POLICY

Violations of the policy are reviewed by Corporate and Business Unit Compliance in conjunction with Business Unit Management. Individuals who violate the policy are subject to disciplinary action up to and including termination of employment.

IV. TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS

A. TRADE MONITORING FOR ASSOCIATES OF PRUCO SECURITIES CORPORATION AND PRUDENTIAL INVESTMENT MANAGEMENT SERVICES, LLC.

Pruco Securities Corporation ("Pruco") is a full service broker-dealer whose business is limited to the facilitation of non-solicited customer orders of general securities and the distribution of investment company and variable contract products. Prudential Investment Management Services
LLC. ("PIMS") is a full service broker-dealer whose primary business is restricted to the facilitation of customer orders in and distribution of Prudential mutual funds, annuities, unit investment trusts and 529 plan interests. Unlike Prudential units who participate in the Personal Trade Monitoring System, the nature and scope of Pruco's and PIMS' business is such that their associates do not have access to material, nonpublic information concerning publicly traded securities through their employment.(9) Accordingly, Pruco and PIMS associates are generally not required to participate in SMARTS. However, pursuant to SEC and NASD regulations, Pruco and PIMS Registered Representatives must comply with the following reporting requirements:

1. NOTIFICATION REQUIREMENTS FOR PERSONAL SECURITIES ACCOUNTS

In accordance with Rule 3050 of the NASD Conduct Rules, Pruco and PIMS Registered Representatives ("Registered Representatives") must notify Pruco/PIMS, in writing, prior to opening an account at another broker-dealer, and must notify Pruco/PIMS of any accounts opened prior to becoming a Pruco/PIMS Registered Representative. Registered Representatives must also notify broker-dealers, prior to opening such accounts, that they are Registered Representatives of Pruco/PIMS. However, if the account was established prior to the association of the person with Pruco/PIMS, the Registered Representative must notify the broker-dealer in writing promptly after becoming so associated. These notification requirements apply to all personal securities accounts of Registered Representatives and any securities accounts over which they have discretionary authority. Registered Representatives are not required to report accounts that are LIMITED to the following types of investments: (1) mutual funds; (2) variable life and variable annuity contracts; (3) unit investment trusts; (4) certificates of deposit; and (5) money market fund accounts.

2. ANNUAL COMPLIANCE TRAINING AND SIGN-OFF

NASD Notice to Members 91-45 provides that firms which do not conduct investment banking research or arbitrage activities still must have "reasonable procedures for the education and training of its associates about insider trading" in order to be in compliance with ITSFEA. Consistent with this Notice, Pruco/PIMS includes a statement concerning insider trading in its annual Compliance Overview. All Registered Representatives will be required to annually sign a statement affirming that they have read and understand Pruco's/PIMS' policy concerning insider trading as described in the US Consumer Group or the PIMS Compliance Manual and as set forth in Prudential's Policy Statement On Insider Trading contained in Section I of this Policy.

B. PURCHASES OF PUBLIC OFFERINGS - - "FREERIDING AND WITHHOLDING"

NASD Conduct Rule 2110 prohibits broker-dealers from retaining certain public offering securities known as "hot issues" in their own accounts, and from selling such securities to directors, officers, general partners, employees or agents and associated persons of any broker-dealer. "Hot issues" are securities of a public offering where the securities open for trading in the after-market or secondary market at a premium. In general, if shares purchased in a public offering can be sold at a profit immediately in the secondary market, the NASD will consider them to be a "hot issue." These basic prohibitions also cover sales of hot issues to accounts in which any restricted person may have a beneficial interest and, with limited exceptions, to members of the immediate family of such persons.

(9) Certain PIMS personnel employed by portfolio management units may be subject to the personal securities trading restrictions set forth in Section V. due to their association with portfolio management activities in addition to the restrictions set forth in this Section.

The overall purpose of this prohibition, known as the "freeriding and withholding" rule, is to protect the integrity of the public offering process by requiring that NASD members make a bona-fide public distribution of securities by not withholding such securities for their own benefit or using the securities to reward other persons who are in a position to direct future business to the firm.

To ensure compliance with the NASD's freeriding and withholding rules, ASSOCIATED PERSONS OF PRUDENTIAL'S BROKER-DEALERS ARE PROHIBITED FROM PURCHASING SECURITIES IN PUBLIC OFFERINGS OF EQUITY SECURITIES AND PUBLIC OFFERINGS OF DEBT SECURITIES THAT ARE "HOT ISSUES." This prohibition includes all associates of the following broker-dealers:

Prudential Investments Management Services, LLC (PIMS); Pruco Securities Corporation;
PSI; and
Wexford Clearing Services, Inc.

As a policy consistent with the highest standards in the industry, Prudential has restricted the purchase of all public offerings of equities rather than identifying "hot issues" on an individual offering basis. The policy applies to all public offerings of equity securities, whether or not the above broker-dealers are participating in the offering. This policy does not disadvantage associates, because if the price increases on a primary or secondary offering, it is a prohibited hot issue, while if the price does not increase, the associate can then purchase the security in the secondary market at the same or lower price as the issue price.
THERE ARE NO PROHIBITIONS ON PURCHASES OF PUBLIC OFFERINGS OF MUNICIPAL SECURITIES OR GOVERNMENT SECURITIES.

WHICH ACCOUNTS ARE RESTRICTED:

Accounts of all persons associated with the above broker-dealers and their immediate families are restricted from purchasing public offerings of securities. The term "immediate family" includes parents, mother-in-law, father-in-law, spouse, siblings, brother-in-law, sisters-in-law, children and their spouses, or any other person who is supported (directly or indirectly) to a material extent by the associated person.

The prohibition shall not apply to sales to a member of the associate's immediate family who is not supported directly or indirectly to a material extent by the associate, if the sale is by a broker-dealer other than that employing the restricted person and the restricted person has no ability to control the allocation of the hot issue.

C. PRIVATE SECURITIES TRANSACTIONS

In accordance with Rule 3040 of the NASD Conduct Rules, all associates of PIMS, PSI, PRUCO and WEXFORD must notify their broker-dealer, in writing, and obtain written approval from the broker-dealer, prior to engaging in any private securities transaction. Private securities transactions include, but are not limited to, transactions in unregistered offerings of securities, and purchases or sales of limited partnership interests.

Such notification should be made to the compliance officer for the broker-dealer or the compliance officer's designee who will be responsible for approving private securities transactions. This notification requirement does not apply to those trades for which duplicate confirmations are provided by the executing broker or through PSI. For associates who are subject to preclearance, the preclearance form will satisfy the notification requirement.

D. ADDITIONAL RESTRICTIONS FOR PSI ASSOCIATES

PSI associates are subject to certain additional personal trading restrictions which are set forth in Section VI.

V. TRADING RESTRICTIONS FOR ASSOCIATES OF PORTFOLIO MANAGEMENT UNITS AND
TRADING UNITS

Rule 17(j) under the Investment Company Act of 1940 requires that every investment company adopt procedures designed to prevent improper personal trading by investment company personnel. Rule 17(j) was created to prevent conflicts of interest between investment company personnel and shareholders, to promote shareholder value, and to prevent investment company personnel from profiting from their access to proprietary information. In light of the adoption of Rule 17(j) and the growing concern that the mutual fund industry needed to police itself, the Investment Company Institute ("ICI"), an industry group, assembled a blue ribbon panel and, in 1994, issued a report setting forth a series of recommendations concerning personal trading by investment personnel. These recommendations, known as the "ICI rules", have been praised by the SEC, and have been adopted by the majority of the asset management industry associated with U.S. registered investment companies. In keeping with our ethical standards and the practices of the industry leaders, Prudential has adopted the ICI rules for all of its portfolio management units. The ICI rules concerning personal trading are set forth below and are applicable to these portfolio management units and certain associates outside the specific business unit but who provide direct support to these units.(10) In addition, the ICI rules, with certain exceptions, have also been adopted for other investment management units within Prudential, including, but not limited, to the following:

PRUDENTIAL INVESTMENT MANAGEMENT(11)

Jennison Associates LLC
Public Fixed Income
Quantitative Management

PSI
Investment Supervisory Group (ISG)

Prudential Securities Portfolio Management (PSPM) Quantum Portfolio Management

US CONSUMER GROUP
Prudential Investments LLC(12)

A. DEFINITIONS

The following terms are defined for purposes of this policy:

1. "Access Persons" are employees or officers of a mutual fund or investment adviser, who, in connection with their normal responsibilities, make, participate in, or obtain current or pending information regarding the purchase or sale of a security by the Complex (defined below, see Section A.4.).(13)

2. "Investment personnel" are Access Persons who are portfolio managers, analysts, traders, or certain other individuals as designated by the compliance officer.

3. A "pending buy or sell order" exists when a decision to purchase or sell a security has been made and communicated.

4. The "Complex" includes all portfolios managed by the business unit or group of units to which an individual is deemed to have access.

B. TRADING RESTRICTIONS

1. INITIAL PUBLIC OFFERINGS

(10) Certain PIMS personnel employed by portfolio management units may be subject to the personal securities trading restrictions set forth in this section due to their association with portfolio management activities in addition to the restrictions set forth in Section IV.

(11) Certain international units are also subject to these requirements including Prudential Asset Management Japan and Prudential Asia Fund Management.

(12) Certain individuals of Prudential Investments with access to material nonpublic information, including portfolio trading activity, are subject to this Section. In addition, employees of Prudential Investments who are not deemed Access Persons may still be subject to personal trade monitoring due to their specific job responsibilities and the information to which they have access. Individuals should consult their business unit compliance officer for additional clarification.

(13) Officers listed on Prudential Investments LLC's Form ADV are also classified as Access Persons.

Investment personnel are prohibited from purchasing initial public offerings of securities. For purposes of this policy (and consistent with NASD freeriding and withholding rules), "initial public offerings of securities" do not include offerings of government or municipal securities.(14)

2. PRIVATE PLACEMENTS

Investment personnel are prohibited from acquiring any securities in a private placement without express prior approval. Such approval must be obtained from the local business unit head in consultation with the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved.

Investment personnel must disclose their private placement holdings to the business unit compliance officer and the business unit's chief investment officer when the investment personnel play a part in the consideration of any investment by the portfolio in the issuer. In such circumstances, the portfolio's decision to purchase securities of the issuer will be subject to independent review by appropriate personnel with no personal interest in the issuer.

3. BLACKOUT PERIODS - - "7 DAY RULE"(15)

Access Persons are prohibited from executing a securities transaction on a day during which any portfolio in their Complex has a pending buy or sell order in the same or an equivalent security and until such time as that order is executed or withdrawn.(16) This prohibition will not apply to purchases and sales executed in a fund or portfolio that replicates a broad based securities market index.

Investment personnel are prohibited from buying or selling a security within seven calendar days before or after a portfolio in their Complex trades in the same or an equivalent security. Nevertheless, a personal trade by any investment personnel shall not prevent a portfolio in the same business unit from trading in the same or an equivalent security. However, such a transaction shall be subject to independent review by their business unit compliance officer.(17) This prohibition will not apply to purchases and sales executed in a fund or portfolio that replicates a broad based securities market index.

Profits realized on transactions that are executed during blackout periods are required to be disgorged to the business unit. Transactions inadvertently executed by an Access Person during a blackout period will not be considered a violation and disgorgement will not be required provided that the transaction was effected in accordance with the preclearance procedures and without prior knowledge of any pending purchase or sale orders in the Complex in the same or equivalent security. All disgorged profits will be donated to a charitable organization in the name of the Company or to an account or client for which the security is held or traded.

4. SHORT-TERM TRADING PROFITS(18)

Investment personnel are prohibited from profiting from a purchase and sale, or sale and purchase, of the same or an equivalent security within any sixty calendar day period. Profits realized on such proscribed trades must be disgorged to the business unit. All disgorged profits will be donated to a charitable organization in the name of the Company or to an account or client for which the security is held or traded.

5. SHORT SALES

(14) Investment personnel of PSI units are not prohibited from purchasing initial public offerings of debt securities.

(15) The blackout period does not apply to PSI units.

(16) There is no presumption that Access Persons have knowledge of actual trading activity.

(17) Properly precleared personal trades executed within seven days prior to a portfolio trading, will be presumed to be not violative of the 7 day rule provided there is no additional evidence to the contrary.

(18) The short-term trading profit rule, short sales rule and options rule do not apply to PSPM Financial Advisors and their Sale Assistants, Quantum Financial Advisors and their Sale Assistants, or Client Services group traders and calculator personnel

Access Persons may not sell any security short which is owned by any portfolio managed by the business unit. Access Persons may, however, make short sales "against the box." A short sale "against the Box" refers to a short sale when the seller owns an equivalent amount of the same securities.

6. OPTIONS

Access Persons may not write naked call options or buy naked put options on a security owned by any portfolio managed by the business unit. Access Persons may purchase options on securities not held by any portfolio managed by the business unit, or purchase call options or write put options on securities owned by any portfolio managed by the business unit, subject to preclearance and the same restrictions applicable to other securities. Access Persons may write covered call options or buy covered put options on a security owned by any portfolio managed by the business unit at the discretion of the business unit compliance officer. However, investment personnel should keep in mind that the short-term trading profit rule might affect their ability to close out an option position at a profit.

7. INVESTMENT CLUBS

Access Persons may not participate in investment clubs.(19)

C. PRECLEARANCE

Access Persons must preclear all personal securities transactions with the exception of those identified in Section V.D. below.(20) All requests for preclearance must be submitted to the business unit compliance officer for approval using the automated preclearance website which may be accessed via http://smarts_preclearance.prudential.com/smarts_preclearance/.(21),(22) All approved orders must be executed by the close of business on the day in which preclearance is granted; provided however that approved orders for securities traded in foreign markets may be executed within two business days from the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted.(23)

D. EXEMPTIONS

The black out periods and the short-term trading profit rule do not apply to any of the following activities. Preclearance is not required for items 4, 5, 6, and 7.

1. INELIGIBLE SECURITIES. Purchases or sales of securities (or their equivalents) that are not eligible for purchase or sale by any portfolio in the business unit.

2. EXERCISE OF RIGHTS ISSUED BY ISSUER. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

3. DE MINIMIS TRADES. Any trades, or series of trades effected over a 30 day calendar period, involving 500 shares or less in the aggregate of an equity security, provided that the securities are listed on the New York Stock Exchange or have a market capitalization greater than $1 billion, and the Access Person has no prior knowledge of activity in such security by any portfolio in the business unit.

Any fixed-income securities transaction, or series of related transactions effected over a 30 day calendar period, involving 100 units ($100,000 principal amount) or less in the aggregate, if the Access Person has no prior knowledge of transactions in such security by any portfolio in the business unit.

(19) For PSI units, only investment personnel are prohibited from participating in investment clubs. Other Access Persons must comply with PSI's policy on investment clubs described in Section VII.A.2.

(20) PSI Financial Advisors are not subject to the preclearance requirements.

(21) Paper preclearance forms may be used for international units and in certain hardship cases. Paper Forms are available from the business unit Compliance Officer.

(22) Access Persons should submit their preclearance forms to the business unit compliance officer of the Complex to which they are deemed to have access.

(23) Exceptions to the requirement to resubmit preclearance requests may be granted in advance by the business unit compliance officer for unusual circumstances.

4. DISCRETIONARY ACCOUNTS. Purchases or sales of securities effected in any account over which the Access Person has no direct or indirect influence or control or in any account of the Access Person which is managed exclusively on a discretionary basis by a person other than such Access Person and with respect to which such Access Person does not in fact influence or control such transactions.(24) Access Persons must provide written documentation that evidences he/she does not have authority to participate in the management of the account and must receive written permission from the business unit compliance officer.

5. INDEX OPTIONS. Any transactions in index options effected on a broad-based index. (See Exhibit 4.)

6. UNIT INVESTMENT TRUSTS AND OPEN-END MUTUAL FUNDS.

7. NON-VOLITIONAL TRANSACTIONS AND DIVIDEND REINVESTMENT PLANS.

8. EXCEPTIONS BY PRIOR WRITTEN APPROVAL. Purchases or sales of securities which receive prior written approval of the business unit compliance officer (such person having no personal interest in such purchases or sales), based on a determination that no conflict of interest is involved and that such purchases or sales are not likely to have any economic impact on any portfolio in the business unit or on its ability to purchase or sell securities of the same class or other securities of the same issuer.

E. PERSONAL TRADE REPORTING

All Access Persons must participate in Prudential's Personal Trade Monitoring System as described in Section II of this Policy. In addition, all Access Persons must preclear all private securities transactions immediately and report completion of the transaction promptly, in any event not later than ten days following the close of each quarter in which the trade was executed.(25) Forms to report such private securities transactions are available from your business unit compliance department or Corporate Compliance.

F. PERSONAL SECURITIES HOLDINGS

Within ten days of becoming an Access Person, and thereafter on an annual basis, Access Persons (other than disinterested directors/trustees) must disclose personal securities holdings, including all holdings of private securities (e.g., limited partnership interests, private placements, etc.) Holdings must be as of the date of becoming an Access Person for the initial report and as of December 31 for the annual report. Annual Reports must be submitted by January 30. (See Exhibits 5 and 6 for the Initial and Annual Holdings Report Forms.)

G. SERVICE AS A DIRECTOR

Consistent with Prudential policy, Investment Personnel are prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization from the business unit compliance officer based upon a determination that the board service would not be inconsistent with the interests of the investment company or other clients. In the limited instances that such board service may be authorized, Investment Personnel will be isolated from those making investment decisions affecting transactions in securities issued by any publicly traded company on whose board such Investment Personnel serves as a director through the use of a "Chinese Wall" or other procedures designed to address the potential conflicts of interest.

(24) Such accounts must receive written approval in advance from Corporate Compliance. In such cases, the employee must give exclusive discretion to his/her broker or investment adviser. A copy of such notification should be sent to Corporate Compliance. Such accounts are required to be reported and monitored as provided under Section II.A.

(25) With respect to PSI, this requirement to report all private securities transactions and the requirement to disclose personal securities holdings, as described above, will only apply to ISG.

H. GIFTS

Consistent with Prudential's Gift and Entertainment Policy, Access Persons are prohibited from receiving any gift or other thing that would be considered excessive in value from any person or entity that does business with or on behalf of Prudential. Access Persons must comply with Company limits and reporting guidelines for all gifts and entertainment given and/or received.

I. CODE VIOLATIONS AND SANCTIONS

A committee comprised of business unit executives, compliance and human resource personnel will review all violations of this Policy. The committee will determine any sanctions or other disciplinary actions that may be deemed appropriate.

J. REPORTS TO CLIENTS

The Board of Directors/Trustees of any investment company client will be provided, as requested by client or otherwise required by regulation, with an annual report which at a minimum:

a) certifies that the portfolio management unit has adopted procedures reasonably necessary to prevent its Access Persons from violating this policy;

b) summarizes existing procedures concerning personal investing and any changes in the procedures made during the preceding year;

c) identifies material violations of this policy and sanctions imposed in response to those violations; and

d) identifies any recommended changes in existing restrictions or procedures based upon experience under the policy, evolving industry practices, or developments in applicable laws and regulations.

K. CONFLICTS OF INTEREST

All Access Persons must act in accordance with the following general principles:

(1) It is the duty at all times to place the interests of investment company shareholders and other clients first.

Access Persons should scrupulously avoid serving their own personal interests ahead of clients' interests in any decision relating to their personal investments.

(2) All personal securities transactions must be conducted in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility.

Access Persons must not only seek to achieve technical compliance with this Policy, but should strive to abide by its spirit and the principles articulated herein.

Example:

- An appearance of a conflict of interest may occur if, following a meeting with a representative of an issuer, an analyst buys the issuer's securities for his or her personal account, but does not recommend his or her client purchase such securities.

(3) Access Persons may not take inappropriate advantage of their positions.

Access Persons must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders or clients, including, but nor limited to the receipt of unusual investment opportunities, perquisites, or gifts of more than de minimis value from persons doing or seeking business with their portfolios.

(4) Access Persons may not bunch a personal order with a client order.(26)

(26) This rule does not apply to Quantum or PSPM.

Access Persons may not conduct personal business with brokers who execute trades for their portfolios.

VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS

In addition to the personal securities trade reporting requirements set forth in
Section II above, all associates of Private Asset Management units of Prudential Investment Management (PIM) are subject to certain trading restrictions as set forth below. The Private Asset Management units of PIM are as follows:
Prudential Capital Group (PCG), Prudential Mortgage Capital Company (PMCC), Prudential Real Estate Investors (PREI) and Private Equity.

Such restrictions apply to transactions in any securities accounts for which the associate maintains a beneficial interest, including the following:

1) personal accounts;

2) joint or tenant-in-common accounts in which the associate is a participant;

3) accounts for which the associate acts as trustee, executor or custodian;

4) accounts in which the associate's spouse has a beneficial interest;

5) accounts in which the associate's minor children or any dependent family member has a beneficial interest;

6) accounts over which the associate exercises control or has any investment discretion; and

7) accounts of any individual to whose financial support the associate materially contributes.

A. PRIVATE SIDE MONITORED LIST

Under Prudential's Chinese Wall Policy, the Private Asset Management units are required to maintain a Private-Side Monitored List (PSML) containing the names of publicly-traded issuers about which they possess material, nonpublic information. Associates of each of these units are restricted from purchasing or selling securities of the issuers on the PSML. This restriction applies to all accounts in which the associate is deemed to have a beneficial interest as listed above. Associates should not, however, provide the PSML to individuals outside of their business unit. The associate should instruct individuals who exercise control or have investment discretion over an account in which the associate has a beneficial interest to check with the associate prior to purchasing or selling any security for such account to ensure that no trade is placed in a security on the PSML. If the security is on the PSML, the associate should instruct the individual exercising control over the account that he or she is prohibited from trading the security because of his or her employment with Prudential. (In the case of a discretionary account with a brokerage firm, the preceding rule does not apply and the associate must not disclose any security or issuer with the broker in advance of any trade. In addition, a copy of the signed discretionary account agreement should be sent to Corporate Compliance). ASSOCIATES OF PRIVATE ASSET MANAGEMENT UNITS MAY NOT ADVISE A PERSON NOT EMPLOYED BY PRUDENTIAL, OR A PRUDENTIAL EMPLOYEE ON THE PUBLIC SIDE OF THE CHINESE WALL THAT A SECURITY IS RESTRICTED BECAUSE PRUDENTIAL IS IN POSSESSION OF MATERIAL, NONPUBLIC INFORMATION.

B. INVESTMENT CLUBS

All associates of Private Asset Management units are prohibited from participating in investment clubs.

C. ADDITIONAL RESTRICTIONS FOR CERTAIN UNITS

1. REAL ESTATE UNITS

To ensure compliance with ITSFEA and to prevent actual and apparent conflicts of interest in the Private Asset Management Real Estate units, all associates of PREI and PMCC who are located in the U.S. (and functional associates who are co-located with PREI) are prohibited from purchasing interests in publicly-traded real estate investment trusts ("REITs") and real estate-related securities. PIM Compliance maintains a list of real estate security issuers in the PIM Compliance Library, accessible via

Lotus Notes. Please note however, that this prohibition applies to all REITs and real estate-related securities, whether they are on the list or not. Associates who hold REIT securities or real estate securities prior to the institution of this policy or joining PREI or PMCC must obtain written approval from PIM Compliance prior to the sale of such securities. Associates of the Private Asset Management Real Estate units will be permitted to purchase shares of open end mutual funds that invest in REITs or real estate securities.

2. PRUDENTIAL CAPITAL GROUP

To insure compliance with ITSFEA and to prevent actual or apparent conflicts of interest in PCG, all associates of PCG (and functional associates who support PCG) are prohibited from purchasing securities of companies listed on PCG's 90 Day Pricing Summary Update for Public Companies (90 Day Pricing List). PIM Compliance maintains this list in the PIM Compliance Library, accessible via Lotus Notes.

VII. POLICY FOR PRUDENTIAL SECURITIES, INCORPORATED

A. EMPLOYEE SECURITIES ACCOUNTS

1. TRADE MONITORING AT PSI

In addition to the requirements of ITSFEA and the NASD Conduct Rules, Prudential Securities, Incorporated (PSI) is required by New York Stock Exchange rules to review transactions in all accounts of employees and their family members. To ensure compliance with these requirements, employees are prohibited from opening or maintaining any "employee account," as defined below, at a firm other than PSI. Any exception to this policy requires the prior written approval of the employee's Branch Manager or supervisor and the Compliance Department. In those cases where accounts are approved to be held at another firm, the Compliance Department will make arrangements to have duplicate copies of all confirmations and monthly statements sent to the employee's Branch Manager (or supervisor) and the Compliance Department.

DEFINITION OF "EMPLOYEE ACCOUNT"

"Employee accounts" include the following securities and/or commodities accounts:

- Any personal account of an employee;

- Any joint or tenant-in-common in which the employee is a participant;

- Any account for which the employee acts as the trustee, executor or custodian;

- Any account over which the employee has investment discretion or otherwise can exercise control (other than non-related client's accounts over which Financial Advisors have investment discretion);

- Any other account in which an employee is directly or indirectly financially interested.

and the following "employee-related accounts":

- Accounts of the employee's spouse;

- Accounts of the employee's minor and/or any dependent family members; and

- Accounts of any individual to whose financial support the employee materially contributes.

Exceptions to this policy may be granted for employee-related accounts in rate circumstances where the employee can demonstrate that he or she has no financial interest in such account.

2. INVESTMENT CLUBS

Employees must obtain written approval from the PSI Law Department prior to maintaining an interest in an Investment Club. Such an Investment Club account is considered to be an Employee Account for

purposes of this Policy and must be maintained at PSI. Any exception to this policy requires the prior written approval of the employee's Branch Manager or supervisor and the Compliance Department. However, new investment club memberships will not be permitted for employees of units required to participate in SMARTS.

B. PERSONAL TRADING RESTRICTIONS

1. PURCHASES OF PUBLIC OFFERINGS - - "FREERIDING AND WITHHOLDING"

All PSI employees must comply with the Freeriding and Withholding policy as set forth in Section III.A of this Policy. This includes a prohibition on purchasing new offerings directly from a syndicate member.

2. 24 HOUR RESEARCH REPORT RESTRICTION

PSI associates must avoid even the appearance of taking unfair advantage of advance knowledge of PSI research activities. Accordingly, employee accounts are prohibited from effecting transactions in securities on which PSI has released material research opinions or recommendations until PSI's clients have had adequate opportunity to effect such transactions.

This prohibition generally applies for a 24 hour period after the release of a research report. However, if the investing public has had time to receive and react to the release of material research opinions or recommendations, the 24 hour restriction may be shortened by the Compliance Department.

The 24 hour rule becomes effective when an issuer is added to PSI's Restricted List. This generally occurs when:

(1) There is a material change in a PSI Research Department rating; or

(2) PSI's Research Department initiates coverage of a company.

Employee accounts are also prohibited from engaging in transactions in a security when the employee knows that a research report relating to the security is in preparation.

Securities subject to the 24 hour rule appear on PSI's Restricted List. Although only the symbol for the common stock may be indicated on the Restricted List, all related securities (including common and preferred stock, convertibles, options, warrants and rights) of the companies listed (and debt securities, if indicated) are subject to restriction.

3. RESTRICTED LIST

PSI's Restricted List is a confidential list of securities that are subject to certain research, sales and trading restrictions. Securities may be placed on the Restricted List for a variety of reasons designed to ensure compliance with regulatory requirements and company policy. For example, as stated above, securities which are the subject of the 24 hour rule are placed on the Restricted List. A security may also be placed on the Restricted List if it is the subject of a distribution in which PSI or an affiliate is participating, or if the firm is participating in a market-sensitive transaction such as a merger or tender offer. Employees may not purchase or sell securities for their employee accounts if such transactions are prohibited by the Restricted List. Although only the symbol for the common stock may be indicated on the Restricted List, all securities from the same issuer (including common and preferred stock, convertibles, options, warrants and rights of the companies listed (and debt securities, if indicated)) are subject to restriction.

C. ADDITIONAL TRADING RESTRICTIONS FOR CERTAIN PSI DEPARTMENTS

1. TRADING RESTRICTIONS

a. RESEARCH DEPARTMENT

Analysts must preclear trades of securities of issuers that are the subject of unreleased research or research in progress.

Fundamental equity research analysts must preclear trades of securities of a company or industry group for which such analysts have research coverage responsibilities.

Fundamental equity research analysts may not execute trades which are contrary to their research ratings.

For securities of a company or industry group for which such analyst has research coverage responsibilities, the fundamental equity research analyst may not sell any such security that (s)he has purchased within the prior 90 calendar days or purchase any such security that (s)he had sold within the prior 90 calendar days. Under very limited circumstances, exceptions to this 90 day holding period may be granted by obtaining prior written approval from the Compliance Department.

b. TRADING DEPARTMENT

Employees of the Trading Department must preclear trades of all securities for which the trading desk or units has trading or market-making responsibility.

For securities for which the trading desk or units has trading or market-making responsibility, an employee of the Trading Department may not sell any such security that (s)he has purchased within the prior 90 calendar days or purchase any such security that (s)he had sold within the prior 90 calendar days. Under very limited circumstances, exceptions to this 90 day holding period may be granted by obtaining prior written approval from the Compliance Department.

c. HIGH YIELD SECURITIES GROUP

All employees of the High Yield Securities Group must preclear:

1) trades of securities for which the trading desk or unit has trading or market-making responsibility; and

2) trades of securities of issuers which are the subject of unreleased research or research in progress.

For securities for which the trading desk or units has trading or market-making responsibility, an employee of the Trading Department may not sell any such security that (s)he has purchased within the prior 90 calendar days or purchase any such security that (s)he had sold within the prior 90 calendar days. Under very limited circumstances, exceptions to this 90 day holding period may be granted by obtaining prior written approval from the Compliance Department.

d. ASSET-BACKED FINANCE GROUP

Employees of the Asset-Backed Finance Group may not trade securities involving a nonpublic transaction or proposed transaction on which the Asset-Backed Finance Group is working.

Employees must preclear trades of securities for which the employee has performed any work in the previous 90 calendar days.

e. INVESTMENT BANKING GROUP

Employees of the Investment Banking Group may not trade securities involving a nonpublic transaction or proposed transaction on which the Investment Banking Group is working.

Employees must preclear trades of securities for which the employee has performed any work in the previous 90 calendar days.

f. PUBLIC FINANCE

Employees of Public Finance may not trade securities involving a nonpublic transaction or proposed transaction on which Public Finance is working.

Employees must preclear trades of securities for which the employee has performed any work in the previous 90 calendar days.

g. CAPITAL TRANSACTION EQUITY SYNDICATE GROUP AND CAPITAL TRANSACTION DEBT SYNDICATE GROUP

Employees of the Syndicate Group may not trade securities involving a nonpublic transaction or proposed transaction on which the Syndicate Group is working.

Employees must preclear trades of securities for which the employee has performed any work in the previous 90 calendar days.

2. PRECLEARANCE PROCEDURES

All requests for preclearance must be submitted to the Business Unit head for approval, with prior notification to Compliance. All approved orders must be executed by the close of business on the day preclearance is granted; provided, however, that approved orders for securities traded in foreign markets may be executed within two business days from the date preclearance is granted. If any order is not timely executed, a request for preclearance must be resubmitted.

EXHIBIT 1

TO: Broker-Dealer

RE: Account #:

Date of Establishment:

Dear Sir/Madam:

Please furnish to Prudential Financial Inc. ("Prudential"), copies of all trade confirmations and account statements with respect to all transactions for the above listed account(s). Please include all transactions in shares of unit investment trusts and all closed-end mutual funds.

Copies of these confirmations and statements should be sent to Prudential, as trades are effected, addressed as follows:

Prudential Financial, Inc. Corporate Compliance
P.O. Box 919
Newark, NJ 07101-9998

This request is being made pursuant to Rule 3050 of the Conduct Rules of the NASD and/or Rule 204-2(a) of the Investment Advisers Act, as applicable.

Very truly yours,

cc: Ellen McGlynn Koke,
Vice President, Securities Compliance Corporate Compliance

EXHIBIT 2

ACKNOWLEDGMENT OF THE PERSONAL SECURITIES TRADING POLICY

For employees required to report their transactions in SMARTS as described in Section II of this policy, please complete the following acknowledgment and send it to:

Prudential Financial, Inc. Corporate Compliance
P.O. Box 919
Newark, NJ 07101-9998

I have read and understand the Personal Trading Policy and will comply in all respects with the rules contained therein.

I confirm that I have instructed in writing all brokers for all securities accounts in which I maintain a beneficial interest, as described immediately below, to send duplicate copies of all confirmations covering any transactions AS TRADES ARE EFFECTED and all account statements to the address listed above. I understand that transactions in Prudential Securities, Inc. or Pruco Advantage accounts are electronically transmitted to Prudential and therefore I do not need to contact these brokers in writing. Beneficial interest includes the following:

- personal accounts;

- accounts in which my spouse has a beneficial interest;

- accounts in which my minor children or any dependent family member has a beneficial interest;

- joint or tenant-in-common accounts in which I am a participant;

- accounts for which I act as trustee, executor or custodian;

- accounts over which I exercise control or have investment discretion; and

- accounts of any individual to whose financial support I materially contribute.

Set forth below (and on accompanying pages if necessary) is a list of all such accounts (as well as Prudential Securities and Pruco accounts) including the individual holding the account, the social security number of that individual, the name of the institution, and the account number. I understand that I must promptly advise Corporate Compliance of any change in this information.

-----------------------------          ------------------------------
Full Name of Employee                  Business Unit/Location

-----------------------------          ------------------------------
Signature                              Date

----------------------------------
Social Security Number of Employee

NAME OF                    SOCIAL SECURITY      NAME OF
INDIVIDUAL                 NUMBER               INSTITUTION            ACCOUNT NUMBER
----------                 ------               -----------            --------------
-----------------------    --------------       -----------------      -----------------

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

  INVESTMENT CATEGORY/                                                   REPORTABLE
         METHOD                        SUB-CATEGORY                       (YES/NO)                      COMMENTS
  --------------------                 ------------                       --------                      --------
          BONDS                                ABS                          YES
                                              Agency                        YES
                                              CMO's                         YES
                                           Convertibles                     YES
                                            Corporates                      YES
                                               MBS                          YES
                                            Municipals                      YES
                                         Public Offerings                   YES
                                   Treasury Bills, Notes, Bonds              NO

         STOCKS                               Common                        YES
 (PURCHASES AND SALES OF         Optional Dividend Reinvestments            YES
   INDIVIDUAL STOCKS)                       Preferred                       YES
                              Public Offerings (Initial & Secondary)        YES
                                              Rights                        YES
                                             Warrants                       YES
                                 Automatic Dividend Reinvestments            NO

   PRIVATE PLACEMENTS                                                       YES

  LIMITED PARTNERSHIPS                                                      YES

     OPEN END MUTUAL                      Non Affiliated                     NO
          FUNDS                     Affiliated - Money Market                NO
                                   Affiliated Non-Money Market               NO
                                 Prudential Employee Savings Plan            NO
                                       (Payroll Deductions)
                                Non-Prudential Payroll Deductions            NO
                               Investing in Prudential Mutual Funds

CLOSED END MUTUAL FUNDS &            Affiliated Mutual Funds                YES
 UNIT INVESTMENTS TRUSTS        Affiliated Unit Investment Trusts           YES
                                   Non-Affiliated Mutual Funds              YES
                                 Non-Affiliated Unit Inv. Trusts            YES

       DERIVATIVES                 ANY EXCHANGE TRADED, NASDAQ,
                                OR OTC OPTION OR FUTURE INCLUDING
                                       BUT NOT LIMITED TO:
                              Futures (Including Financial Futures)          NO
                                   Options on Foreign Currency              YES
                                        Options on Futures                  YES
                                        Options on Indexes                  YES
                                      Options on Securities                 YES

    FOREIGN CURRENCY                                                         NO        Exchanges made for personal travel are not
                                                                                                       reportable.

       COMMODITIES                       Security Futures                   YES
                                        Other Commodities                    NO

    ANNUITIES & LIFE                        Affiliated                       NO
   INSURANCE CONTRACTS                    Non Affiliated                     NO
      W/INVESTMENT
    COMPONENTS (E.G.
     VARIABLE LIFE)

         BONUSES                SHARES OR OPTIONS RECEIVED AS PART           NO        The receipt is not reportable. However, the
   (NON-PRU EMPLOYEE/                    OF COMPENSATION                               sale of stock or the exercise of an option
    HOUSEHOLD MEMBER)                                                                            is a reportable event.

          GIFTS               Given by Employee - Bonds and/or Stock        YES         A gift given to a charity is reportable,
                            Received by Employee - Bonds and/or Stock        NO          however, the receipt of a gift is not a
                                                                                        reportable transaction under the Personal
                                                                                        Securities Transaction Policy. Please see
                                                                                          the Gift and Entertainment Policy for
                                                                                      additional reporting requirements for gifts.

TICKER SYMBOL                                      DESCRIPTION
-------------                                      -----------
    NIK                                     Nikkei 300 Index CI/Euro
    OEX                                     S&P 100 Close/Amer Index
    OEW                                     S&P 100 Close/Amer Index
    OEY                                     S&P 100 Close/Amer Index
    SPB                                     S&P 500 Index
    SPZ                                     S&P 500 Open/Euro Index
    SPX                                     S&P 500 Open/Euro Index
    SXZ                                     S&P 500 (Wrap)
    SXB                                     S&P 500 Open/Euro Index
    RUZ                                     Russell 2000 Open/Euro Index
    RUT                                     Russell 2000 Open/Euro Index
    MID                                     S&P Midcap 400 Open/Euro Index
    NDX                                     NASDAQ- 100 Open/Euro Index
    NDU                                     NASDAQ- 100 Open/Euro Index
    NDZ                                     NASDAQ- 100 Open/Euro Index
    NDV                                     NASDAQ- 100 Open/Euro Index
    NCZ                                     NASDAQ- 100 Open/Euro Index
    QQQ                                     NASDAQ- 100 Index
    SML                                     S&P Small Cap 600
    TPX                                     U.S. Top 100 Sector
    SPL                                     S&P 500 Long-Term Close
    ZRU                                     Russell 2000 L-T Open./Euro
    VRU                                     Russell 2000 Long-Term Index

To:      Jennifer Brown,
         Corporate Compliance

From:                                                SS#:
        --------------------------------------------      -------------
Signed:                                              Date:
        --------------------------------------------      -------------

Listed below are all PUBLIC SECURITIES which I held, including those in which I had a direct or indirect beneficial interest, as of my service date with Prudential as required by the Personal Securities Trading Policy and the Mutual Fund Code of Ethics.

                                    Number            Principle
Title of Security                   Of Shares         Amount         Broker/Dealer/Bank
-----------------                   ---------         ------         --------------------------

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

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

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

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

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

Listed below are all holdings of PRIVATE SECURITIES (e.g., limited partnerships, private placements).

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

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

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

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

To:      Jennifer Brown,
         Corporate Compliance

From:                                                SS#:
        --------------------------------------------      -------------
Signed:                                              Date:
        --------------------------------------------      -------------

Listed below are all PUBLIC SECURITIES which I held, including those in which I had a direct or indirect beneficial interest, as of 12/31/2001 as required by the Personal Securities Trading Policy and the Mutual Fund Code of Ethics.

                                    Number            Principle
Title of Security                   Of Shares         Amount         Broker/Dealer/Bank
-----------------                   ---------         ------         --------------------------

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

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

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

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

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

Listed below are all holdings of PRIVATE SECURITIES (e.g., limited partnerships, private placements).

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

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

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

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

EXHIBIT 7

SECTION 16 INSIDERS AND DESIGNATED PERSONS PRECLEARANCE REQUEST FORM

This form is for preclearing transactions in Prudential securities. Please include all requested information. Corporate Compliance will review and respond to all requests. You will receive a response indicating that your request has either been approved or denied. A REQUEST IS NOT CONSIDERED APPROVED UNTIL YOU RECEIVE A CONFIRMATION OF APPROVAL FROM CORPORATE COMPLIANCE. PRECLEARANCE IS ONLY VALID UNTIL THE CLOSE OF BUSINESS ON THE DAY APPROVAL IS GRANTED. Preclearance Forms should be faxed to Corporate Compliance at (973) 802-7454.

Name:                                     Phone #:             Fax #:
     -----------------------------------          -----------        -----------

Department:                                     Division:
           -----------------------------------           -----------------------

Date:                   Transaction Type:            Buy*
     -----------------                         ------

                                                     Sell*
                                               ------

                                                     Cashless Exercise (Exercise and Sell all Options)
                                               ------

                                                     Exercise & Sell to Cover (Exercise and Sell only
                                                           enough shares to cover option cost and taxes)
                                               ------

                                                     Exercise & Hold (Exercise options and hold shares -
                                               ------
                                                           no sale involved)

                                                     Exchange (into or out of Company Stock Fund)
                                               ------

                                                     Allocation Change (Company Stock Fund)
                                               ------

                                                     Catch-up Contribution (Company Stock Fund)
                                               ------

                                                     Deferral Rate Change (Company Stock Fund)
                                               ------

                                                     Disbursement (from Company Stock Fund)
                                               ------

                                                     Loans (impacting Company Stock Fund)
                                               ------

                                                     Deferred Compensation Elections (impacting Company Stock Fund)
                                               ------

                                                     MasterShare Elections (impacting Company Stock Fund)
                                               ------

Number of Shares/Options:         Asset Type:        Common Stock                  Call Option
                         -----                 ------                        ------

                                                     Preferred Stock               Put Option*
                                               ------                        ------

                                                     Convertible Bond              Employee Stock Option
                                               ------                        ------

                                                     Non-convertible Bond          Company Stock Fund
                                               ------                        ------

                                                     Other
                                               ------

* Do you currently hold securities to cover this transaction? (Note that this question applies to purchases of put options and all sales and that short sales are prohibited.)

PART III - INFORMATION TO BE COMPLETED BY SECTION 16 INSIDERS ONLY:

APPROVED :      DENIED:             REVIEWER:                DATE/TIME:
          -----        ------------          ---------------           ---------

Comments:
         -----------------------------------------------------------------------

     Option Strategy                   Employee Owns Prudential Stock*
Buy Calls                        NOT PERMITTED

Sell Calls                       Covered call writing is permitted as a
                                 hedging strategy to the extent that the
                                 employee is covering underlying shares already
                                 held.

Buy Puts                         Protective put purchases are permitted as
                                 a hedging strategy to the extent that the
                                 employee is covering underlying shares already
                                 held.

Sell Puts                        NOT PERMITTED

* Permitted only if employee owns Prudential stock.

Exhibit (p)(5)

NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

CODE OF ETHICS

I. Legal Requirement.

Rule 17j-1(b) under the Investment Company Act of 1940, as amended (the "1940 ACT"), makes it unlawful for any officer or director of National City Investment Management Company (the "COMPANY"), in connection with the purchase or sale by such person of a security held or to be acquired by any investment company registered under the 1940 Act (each such investment company for which the Company is investment adviser, a "FUND"):

1. To employ any device, scheme or artifice to defraud any Fund;

2. To make to any Fund any untrue statement of a material fact or omit to state to any Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund; or

4. To engage in any manipulative practice with respect to any Fund's investment portfolios.

II. Purpose of the Code of Ethics.

The Company expects that its directors and officers will conduct their personal investment activities in accordance with (1) the duty at all times to place the interests of each Fund's shareholders first, (2) the requirement that all personal securities transactions be conducted consistent with this Code of Ethics (this "CODE") and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility, and (3) the fundamental standard that an investment adviser's personnel should not take inappropriate advantage of their positions.

In view of the foregoing, the provisions of Section 17(j) of the 1940 Act, the Securities and Exchange Commission's 1940 Act Release No. 23958 "Personal Investment Activities of Investment Company Personnel" (August 24, 1999), the "Report of the Advisory Group on Personal Investing" issued by the Investment Company Institute on May 9, 1994 and the Securities and Exchange Commission's September 1994 Report on "Personal Investment Activities of Investment Company Personnel," the Company has determined to adopt this Code to specify a code of conduct for certain types of personal securities transactions which might involve conflicts of interest or an appearance of impropriety, and to establish reporting requirements and enforcement procedures.

III. Definitions.

A. An "ACCESS PERSON" means: (1) each director or officer of the Company; (2) each employee (if any) of the Company (or of any company in a control relationship to the Company) who in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by any portfolio of which the Company is investment adviser, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (3) any natural person in a control relationship to the Company who obtains information concerning recommendations made to any portfolio of which the Company is investment adviser, with regard to the purchase or sale of a security.

B. "EXEMPT SECURITY" means:

1. Securities purchased or sold in a transaction which is non-volitional on the part of either the Access Person or the Company.

2. Securities acquired as a part of an automatic dividend reinvestment plan.

3. Securities acquired upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

4. Securities which the Company's investment portfolios are not permitted to purchase under the investment objectives and policies set forth in the Company's then current prospectus(es) under the Securities Act of 1933 or the Company's registration statement on Form N-1A.

5. any high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization), including any repurchase agreement.

6. any share of any registered open-end investment company.

7. any share of the capital stock of National City Corporation.

8. any S&P 500 security with personal trading activity under $100,000.00

C. "NON-REPORTABLE SECURITY" means:

1. Direct obligations of the Government of the United States; banker's acceptances; bank certificates of deposit; commercial paper; high quality short-term debt instruments (any instrument having a maturity at issuance

of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization), including repurchase agreements; and shares of registered open-end investment companies.

2. Securities purchased or sold in any account over which the Access Person has no direct or indirect influence or control.

D. An Access Person's "IMMEDIATE FAMILY" includes that Access Person's spouse, if any, and any minor children and adults living in the same household as that Access Person.

E. "INITIAL PUBLIC OFFERING" means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

F. "INVESTMENT PERSONNEL" of the Company means:

(i) any employee of the Company (or of any company in a control relationship to the Company) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by any portfolio of which the Company is investment adviser.

(ii) Any natural person who controls the Company and who obtains information concerning recommendations made by the Company regarding the purchase or sale of securities by any portfolio of which the Company is investment adviser.

G. "LIMITED OFFERING" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

H. "S & P 500 INDEX PORTFOLIO" means any portfolio the investment objective of which is to provide investment results that, before taking into account the expenses of such portfolio, approximate that aggregate price and dividend performance of the securities included in the Standard & Poor's Composite 500 Index by investing in securities comprising that index.

I. "S & P 500 INDEX SECURITY" means any security which, at the time in question, is included in the Standard & Poor's Composite 500 Index.

IV. Policies of the Company Regarding Personal Securities Transactions.

A. General Policy.

No Access Person shall engage in any act, practice or course of business that would violate the provisions of Rule 17j-1(b) set forth above, or in connection with any personal investment activity, engage in conduct inconsistent with this Code.

B. Specific Policies.

1. Restrictions on Personal Securities Transactions By Access Persons.

a. No Access Person may purchase or sell securities other than Non-Reportable Securities and Exempt Securities for his or her personal portfolio or the portfolio of another member of his or her immediate family without obtaining oral authorization from a Compliance Officer of the Company PRIOR to effecting such transaction.

b. In addition to, and not in limitation of, the restrictions contained in the preceding paragraph
IV.B.1.a, no Access Person may purchase any securities in an Initial Public Offering or a Limited Offering for his or her personal portfolio or the portfolio of another member of his or her immediate family without obtaining oral authorization from Senior Company Management PRIOR to effecting such transaction.

c. If any authorization is granted to an Access Person who is also classified as Investment Personnel for a purchase of securities in an Initial Public Offering or a Limited Offering, a record of the decision and the reason supporting the decision to authorize that purchase shall be made by the Compliance Officer of the Company granting such authorization.

d. If oral authorization is granted for a purchase or sale of securities, a written authorization for such transaction will be provided by a Compliance Officer of the Company to the Access Person receiving the authorization in order to memorialize the oral authorization that was granted.

NOTE: If an Access Person has questions as to whether purchasing or selling a security for his or her personal portfolio or the portfolio of another member of his or her immediate family requires prior oral authorization, the

Access Person should consult a Compliance Officer of the Company for authorization or denial of authorization to trade PRIOR to effecting the transaction.

e. Any authorization granted for a transaction under paragraph (a) will expire at the close of business on the trading day after the date on which oral authorization was granted, and the Access Person receiving such authorization shall be required to receive a new oral authorization for the transaction if the trade is not completed before the authorization shall have expired.

f. No clearance will be given to an Access Person to purchase or sell any security (1) on a day when any non-indexed portfolio of the Company (whether proprietary fund or separately managed account) has a pending "buy" or "sell" order in the same security until that order is executed or withdrawn or (2) when the Compliance Officer has been advised by the investment adviser that the same security is being considered for purchase or sale for any non-indexed portfolio of the Company (whether proprietary fund or separately managed account).

g. Personal trading of transactions in non-exempt securities will require pre-approval from compliance personnel and, generally, will be approved, so long as IMC separately managed accounts and/or the Funds do not show any trading activity for ten (10) days in such securities. Such trading activity shall include (i) the five (5) day period prior to the date of the personal trading transaction and (ii) the five (5) day period after the date of the personal trading transaction.

h. Pre-approval on personal trading of S&P 500 securities is not required if the transaction is less than $100,000.00. All such personal trading transactions must be reported on the Quarterly Personal Trading Form attached hereto as Exhibit B.

2. Additional Restrictions on Personal Securities Transactions By Access Persons.

a. Persons employed by the Company are forbidden from profiting from the purchase and sale, sale and purchase, or any transaction deemed the same (i.e. puts, calls, use of derivatives, convertibles, etc.) of the same or equivalent securities within sixty (60) calendar days on any security held in the Armada or Parkstone Mutual Funds, or any Company client account.

b. Access Persons are expressly prohibited from receiving any gift or other thing of more than de minimis value from any person or

entity that does business with or on behalf of the Company, its clients, Armada or Parkstone Funds.

c. Memberships or partnerships in any investment club by Access Persons are forbidden.

d. Access persons are prohibited from serving on the Board of Directors of publicly traded companies without prior authorization based on a determination that the Board service would be consistent with the interests of the Company and its clients.

V. Procedures.

A. In order to provide the Company with information to enable it to determine with reasonable assurance whether the provisions of this Code are being observed by its Access Persons:

1. Each Access Person will submit to a Compliance Officer of the Company an Initial Beneficial Ownership Report in the form attached hereto as Exhibit A that lists all securities other than Non-Reportable Securities beneficially owned(1) by the Access Person. This report must be submitted within ten days of becoming an Access Person and must include the title of each security, the number of shares held, and the principal amount of the security and the name of any broker, dealer or bank with whom the Access person maintains an account in which only such securities are held.

2. Each Access Person will also submit annually to a Compliance Officer of the Company a Beneficial Ownership Report attached hereto as Exhibit A. The Annual Beneficial Ownership Report must list all securities other than Non-Reportable Securities beneficially owned by the Access Person, the title of each security, the number of shares held, and the principal amount

1. You will be treated as the "beneficial owner" of a security under this policy only if you have a direct or indirect pecuniary interest in the security.

(a) A direct pecuniary interest is the opportunity, directly or indirectly, to profit, or to share the profit, from the transaction.

(b) An indirect pecuniary interest is any nondirect financial interest, but is specifically defined in the rules to include securities held by members of your immediate family sharing the same household; securities held by a partnership of which you are a general partner; securities held by a trust of which you are the settlor if you can revoke the trust without the consent of another person, or a beneficiary if you have or share investment control with the trustee; and equity securities which may be acquired upon exercise of an option or other right, or through conversion.

For interpretive guidance on this test, you should consult counsel.

of the security and the name of any broker, dealer or bank with whom the Access person maintains an account in which only such securities are held.

3. Each Access Person shall direct his or her broker to supply to a Compliance Officer of the Company, on a timely basis, duplicate copies of confirmations of all securities transactions other than Exempt Transactions in which the person has, or by reason of any transaction acquires, any direct or indirect beneficial ownership of any security and copies of periodic statements for all securities accounts.

4. Each Access Person shall, no later than the tenth (10th) day after the end of each calendar quarter, submit a report in the form attached hereto as Exhibit B to a Compliance Officer of the Company, showing each transaction in securities other than Non-Reportable Securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership during the calendar quarter in question, as well as all accounts established with brokers, dealers or banks during the calendar quarter in question for the direct or indirect beneficial interest of the Access Person.(2)

5. A Compliance Officer of the Company shall notify each Access Person who is subject to the transaction pre-authorization requirements or the reporting requirements of this Code that such person is subject to such the pre-authorization or reporting requirements and shall deliver a copy of this Code to each such person.

6. A Compliance Officer of the Company shall review the Initial Beneficial Ownership Reports, Annual Beneficial Ownership Reports, and Quarterly Transaction Reports received, and as appropriate compare the reports with the pre-authorizations received, and report to the Company's Board of Directors:

a. with respect to any transaction that appears to evidence a possible violation of this Code; and

b. apparent violations of the reporting requirement stated herein.

7. The Company's Board of Directors shall consider reports made to it hereunder and shall determine whether the policies established in Sections IV and V of this Code have been violated, and what sanctions, if any, should be imposed on the violator, including but not limited to a letter of censure, suspension or termination of the employment of the violator, or the unwinding of the transaction and the disgorgement of any profits. The

2. See footnote 1 above.

Company's Board of Directors shall review the operation of this Code at least once a year.

8. At each quarterly meeting of the Company's Board of Directors a Compliance Officer of the Company shall provide a written report to the Company's Board of Directors stating:

a. any reported securities transaction that occurred during the prior quarter that may have been inconsistent with the provisions of this Code; and

b. all disciplinary actions(3) taken in response to such violations.

9. At least once a year, a Compliance Officer of the Company shall provide to the Company's Board of Directors and to the Board members of any registered investment company for which the Company serves as investment adviser a written report which contains: (a) a summary of existing procedures concerning personal investing by Access Persons and any changes in the compliance procedures under this Code during the past year; (b) an evaluation of current compliance procedures under this Code and a report on any recommended changes in existing restrictions or any such procedures based upon the Company's experience under this Code, industry practices, or developments in applicable laws and regulations;
(c) a description of any issues arising under this Code or the compliance procedures thereunder since the last such report, including but not limited to, information about material violations of this Code and sanctions imposed in response to material violations; and (d) a certification that the procedures which have been adopted under this Code are those reasonably necessary to prevent Access Persons from violating this Code.

10. This Code, a copy of each report by an Access Person, any record of any violation of this Code and any action taken as a result thereof, any written report hereunder by the any Compliance Officer of the Company, records of authorizations relating to the purchase of securities in Initial Public Offerings and Limited Offerings, and lists of all persons required to make reports and a list of all persons responsible for reviewing such reports shall be preserved with the Company's records for the period required by Rule 17j-1 under the 1940 Act and Rule 204-2(a)(12) of the Investment Advisers Act of 1940.

3. Disciplinary action includes but is not limited to any action that has a material financial effect upon the employee, such as fining, suspending, or demoting the employee, imposing a substantial fine or requiring the disgorgement of profits.

VI. Certification.

Each Access Person will be required to certify annually that he or she has read and understood this Code, and will abide by it at all times during which such person is an Access Person. Each Access Person will further certify that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported under this Code of Ethics. A form of such certification is attached hereto as Exhibit C.

EXHIBIT A

NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

INITIAL/ANNUAL
BENEFICIAL OWNERSHIP REPORT

[ ] Check Here if this is an Initial Beneficial Ownership Report

To: National City Investment Management Company (the "Company")

As of the calendar year/period referred to above, I have a direct or indirect beneficial ownership interest in the securities listed below which are required to be reported pursuant to the Company's Code of Ethics (the "Code"):

Title of             Number               Principal
Security             of Shares            Amount
--------             ---------            ------

The name of any broker, dealer or bank with whom I maintain an account in which my securities are held for my direct or indirect benefit are as follows:

Date:                                Signature:
     -------------------                       --------------------------------

                                     Print Name:
                                                -------------------------------

EXHIBIT B

NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

SECURITIES TRANSACTION REPORT

To: National City Investment Management Company (the "Company")

During the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transactions acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics of the Company:

                                                                    Nature of            Broker/Dealer
                                              Interest Rate         Transaction             Or Bank
            Date of     Number of  Principal  and Maturity          (Purchase,            Through Whom
Security  Transaction    Shares     Amount    Date (if applicable)  Sale, Other)  Price     Effected
--------  -----------    ------     ------    --------------------  ------------  -----     --------

During the quarter referred to above, I established the following accounts in which securities were held during the quarter for my direct or indirect benefit:

1. The name of the broker, dealer or bank with whom I established the account:

2. The date the account was established:

Date:                                 Signature:
     -------------------                        --------------------------------

EXHIBIT C

NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

ANNUAL CERTIFICATE

To: National City Investment Management Company (the "Company")

Pursuant to the requirements of the Company's Code of Ethics (the "Code"), the undersigned hereby certifies as follows:

1. I have read the Code.

2. I understand the Code and acknowledge that I am subject to it.

3. Since the date of the last Annual Certificate (if any) given pursuant to the Code, I have reported all personal securities transactions and provided any beneficial ownership reports required to be reported or provided, respectively, by me under the requirements of the Code.

Exhibit (P)(8)

JOINT CODE OF ETHICS

HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC ("H&W")
AND REGISTERED INVESTMENT COMPANIES
FOR WHICH H&W SERVES AS INVESTMENT ADVISER

SECTION 1 - BACKGROUND

This Code of Ethics is adopted by H&W and registered investment companies for which H&W serves as investment adviser under Rule 17j-1 under the Investment Company Act of 1940, as amended ("1940 Act") and in accordance with Section 204A of the Investment Advisers Act of 1940, as amended, and Rule 204-2(a) thereunder. Except where noted, the Code applies to all H&W employees and all "Advisory Persons" (as defined in Rule 17j-1) of the Funds.

Section 17(j) under the 1940 Act makes it unlawful for persons affiliated with investment companies or their investment advisers to engage in fraudulent personal securities transactions. Rule 17j-1 requires each registered investment company (each a "Fund") and each investment adviser to a Fund to adopt a Code of Ethics that contains provisions reasonably necessary to prevent an employee from engaging in conduct prohibited by the principles of the Rule. The Rule also requires that reasonable diligence be used and procedures be instituted which are reasonably necessary to prevent violations of the Code of Ethics.

SECTION 2 - STATEMENT OF GENERAL FIDUCIARY PRINCIPLES

The Code of Ethics is based on the fundamental principle that H&W and its employees must put client interests first. As an investment adviser, H&W has fiduciary responsibilities to its clients, including Funds for which it serves as investment adviser. Among H&W's fiduciary responsibilities is the responsibility to ensure that its employees conduct their personal securities transactions in a manner which does not interfere or appear to interfere with any Fund transactions or otherwise take unfair advantage of their relationship to the Funds. All H&W employees must adhere to this fundamental principle as well as comply with the specific provisions set forth herein. It bears emphasis that technical compliance with these provisions will not insulate from scrutiny transactions which show a pattern of compromise or abuse of an employee's fiduciary responsibilities to the Funds. Accordingly, all H&W employees must seek to avoid any actual or potential conflicts between their personal interest and the interest of the Funds. In sum, all H&W employees shall place the interest of the Funds before personal interests.

SECTION 3 - INSIDER TRADING POLICY

All H&W employees are prohibited from buying or selling any security while in the possession of material nonpublic information about the issuer of the security. Material information is generally defined as information that a reasonable investor would likely consider important in making his or her investment decision, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information is nonpublic unless it has been effectively communicated to the market place.

H&W employees are also prohibited from communicating to third parties any material nonpublic information about any security or issuer of securities. Additionally, no H&W employee may use inside information about H&W activities to benefit any Fund or to gain personal benefit. Any violation may result in sanctions, which could include termination of employment with H&W. (See Section
10 -- Sanctions.)

SECTION 4 - RESTRICTIONS RELATING TO SECURITIES TRANSACTIONS

A. GENERAL TRADING RESTRICTIONS FOR ALL EMPLOYEES

The following restrictions apply to all H&W employees:

1. ACCOUNTS. All employees must send copies of all their brokerage statements to the Compliance Department. This includes all broker confirmations received for each executed trade.

2. ACCOUNTS INCLUDE FAMILY MEMBERS AND OTHER ACCOUNTS. Accounts of employees include the accounts of their spouses, dependent relatives, trustee and custodial accounts or any other account in which the employee has a financial interest or over which the employee has investment discretion (other than Funds and H&W managed separate accounts).

3. PRECLEARANCE. All employees must obtain approval from the Compliance Officer or preclearance delegatee prior to entering any securities transaction (with the exception of exempted securities as listed in
Section 5) in all accounts. Approval of a transaction, once given, is effective for 3 business days, including the day approval was granted (unless otherwise specified in the written approval), or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate. Any transaction not completed within the 3 day (or other specified) time period will require reapproval by the Compliance Officer or preclearance delegatee prior to engaging in any further purchases or sales.

Employees may preclear trades only in cases where they have a present intention to transact in the security for which preclearance is sought. It is H&W's view that it is not appropriate for an employee to obtain a general or open-ended preclearance to cover the eventuality that he or she may buy or sell a security at

some point on a particular day depending upon market developments. This requirement would not prohibit a price limit order, provided that the employee shall have a present intention to effect a transaction at such price. Consistent with the foregoing, an employee may not simultaneously request preclearance to buy and sell the same security.

4. RESTRICTIONS ON PURCHASES. No employee may purchase any security which at the time is being purchased, or to the employee's knowledge is being considered for purchase, by any Fund or separate account managed by H&W.

5. RESTRICTIONS ON SALES. No employee may sell any security which at the time is actually being sold, or to the employee's knowledge is being considered for sale, by any Fund or separate account managed by H&W.

6. RESTRICTIONS ON RELATED SECURITIES. The restrictions and procedures applicable to the transactions in securities by employees set forth in this Code of Ethics shall similarly apply to securities that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the security purchased or sold or being contemplated for purchase or sale during the relevant period by the Fund. For example, options or warrants to purchase common stock, and convertible debt and convertible preferred stock of a particular issuer would be considered related to the underlying common stock of that issuer for purposes of this policy. In sum, the related security would be treated as if it were the underlying security for the purpose of the pre-clearance procedures described herein.

7. PRIVATE PLACEMENTS. Employee purchases and sales of "private placement" securities (including all private equity partnerships, hedge funds, limited partnership or venture capital funds) must be precleared directly with the Compliance Officer or preclearance delegatee. No employee may engage in any such transaction unless the Compliance Officer or her designee and the employee's senior manager have each previously determined in writing that the contemplated investment does not involve any potential for conflict with the investment activities of any Fund or separate accounts.

If, after receiving the required approval, an employee has any material role in the subsequent consideration by any Fund/separate account of an investment in the same or affiliated issuer, the employee must disclose his or her interest in the private placement investment to the Compliance Officer and the employee's department head. The decision to purchase securities of the issuer by a Fund/separate account must be independently reviewed and authorized by the employee's department head.

8. INITIAL PUBLIC OFFERINGS. As set forth in Paragraph A.3. of this
Section 4, the purchase by an employee of securities offered in an initial public offering (including those that might otherwise be exempted under Section 5) must be

precleared. As a matter of policy, employees will not be allowed to participate in so-called "hot" offerings as such term may be defined by H&W or appropriate regulators (e.g., offerings that are oversubscribed or for which the demand is such that there is the possibility of oversubscription).

B. ADDITIONAL TRADING RESTRICTIONS FOR INVESTMENT PERSONNEL

The following additional restrictions apply to "Investment Personnel." (Investment Personnel (individually, an "Investment Person") are persons who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities by a Fund or H&W separate account client ("Separate Accounts")). The Compliance Department will retain and circulate to all Investment Personnel, at least annually, a current list of Investment Personnel.

1. NOTIFICATION. Investment Personnel must notify the Compliance Department or preclearance delegatee of any intended transactions in a security for his or her own personal account or related accounts which is owned or contemplated for purchase or sale by a Fund or Separate Account.

2. BLACKOUT PERIODS. Investment Personnel may not buy or sell a security within 7 CALENDAR DAYS either before or after a purchase or sale of the same or related security by a Fund or Separate Account. For example, if a Fund trades a security on day 0, day 8 is the first day an Investment Person may trade the security for his or her own account. Personal trades for Investment Personnel, however, shall have no effect on the Fund's or Separate Account's ability to trade. For example, if within the seven-day period following his or her personal trade, an Investment Person believes that it is in the best interests of the Fund for which he or she has investment authority to purchase or sell the same security on behalf of the Fund, the trade should be done for the Fund, and an explanation of the circumstances must be provided to the Compliance Department.

3. ESTABLISHING POSITIONS COUNTER TO FUND POSITIONS. Investment Personnel may not establish a long position in his or her personal account in a security if a Fund or Separate Account would benefit from a decrease in the value of such security. For example, the Investment Person would be prohibited from establishing a long position if (1) the Fund holds a put option on such security (aside from a put purchased for hedging purposes where the Fund holds the underlying security); (2) the Fund has written a call option on such security; or (3) the Fund has sold such security short, other than "against-the-box."

Investment Personnel may not purchase a put option or write a call option where a Fund or Separate Account for which such person has investment authority holds a long position in the underlying security.

Investment Personnel may not short sell any security where a Fund or Separate

Account holds a long position in the same security or where such Fund or Separate Account otherwise maintains a position in respect of which the Fund or Separate Account would benefit from an increase in the value of the security.

4. PURCHASING AN INVESTMENT FOR A FUND THAT IS A PERSONAL HOLDING. Investment Personnel may not purchase an investment for a Fund or Separate Account that is also a personal holding of the Investment Person or any other account covered by this Code of Ethics, or the value of which is materially linked to a personal holding, unless the Investment Person has obtained prior approval from his or her senior manager.

5. PROHIBITION ON SHORT-TERM PROFITS. Investment Personnel are prohibited from profiting on any sale and subsequent purchase, or any purchase and subsequent sale, of the same (or equivalent) securities occurring within 60 calendar days ("short-term profit"). This holding period also applies to all permitted option transactions; therefore, for example, an Investment Person may not purchase or write an option if the option will expire in less than 60 days (unless such a person is buying or writing an option on a security that he or she has held more than 60 days). In determining short-term profits, all transactions within a 60-day period in all accounts related to the Investment Personnel member will be taken into consideration in determining short-term profits, regardless of his or her intentions to do otherwise (e.g., tax or other trading strategies). Should an Investment Person fail to preclear a trade that results in a short-term profit, the trade would be subject to reversal with all costs and expenses related to the trade borne by the Investment Person, and he or she would be required to disgorge the profit. Transactions not required to be precleared under Section 5 will not be subject to this prohibition.

C. TRADING RESTRICTIONS FOR DISINTERESTED TRUSTEES OF A FUND

The following restrictions apply only to disinterested Trustees of a Fund (i.e., any Trustee who is not an "interested person" of a Fund, within the meaning of Section 2(a)(19) of the 1940 Act):

1. RESTRICTIONS ON PURCHASES. No disinterested Trustee may purchase any security which, to the Trustee's knowledge at the time, is being purchased or is being considered for purchase by a Fund for which he or she is a Trustee.

2. RESTRICTIONS ON SALES. No disinterested Trustee may sell any security which, to the Trustee's knowledge at the time, is being sold or is being considered for sale by any Fund for which he or she is a Trustee.

3. RESTRICTIONS ON TRADES IN SECURITIES RELATED IN VALUE. The restrictions applicable to the transactions in securities by disinterested Trustees shall similarly apply to securities that are issued by the same issuer and whose value or return is

related, in whole or in part, to the value or return of the security purchased or sold by any Fund for which he or she is a Trustee (see
Section 4.A.6.).

SECTION 5 - EXEMPTED TRANSACTIONS/SECURITIES

H&W has determined that the following securities transactions do not present the opportunity for improper trading activities that Rule 17j-1 is designed to prevent; therefore, the restrictions set forth in Section 4 of this Code (including preclearance, prohibition on short-term profits and blackout periods) shall not apply.

A. Purchases or sales in an account over which the employee has no direct or indirect influence or control (e.g., an account managed on a fully discretionary basis by an investment adviser or trustee).

B. Purchases or sales of direct obligations of the U.S. Government.

C. Purchases or sales of bank certificates, bankers acceptances, commercial paper and other high quality short-term debt instruments, including repurchase agreements.

D. Purchases or sales of open-end registered investment companies (including money market funds), variable annuities and unit investment trusts. (However, all exchange traded funds and unit investment trusts (e.g., MITS, DIAMONDS, NASDAQ 100, etc.) must be precleared.)

E. Employer stock purchased and sold through employer-sponsored benefit plans in which the spouse of an H&W employee may participate (e.g., employee stock purchase plans or 401(k) plans) and sales of employer stock (or the exercise of stock options) that is received as compensation by an H&W employee's spouse.

F. Purchases or sales which are non-volitional on the part of the employee (e.g., an in-the-money option that is automatically exercised by a broker; a security that is called away as a result of an exercise of an option; or a security that is sold by a broker, without employee consultation, to meet a margin call not met by the employee).

G. Purchases which are made by reinvesting cash dividends pursuant to an automatic dividend reinvestment plan.

H. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer.

I. Purchases or sales of commodities, futures (including currency futures and futures on broad-based indices), options on futures and options on broad-based indices. Currently, "broad-based indices" include only the S&P 100, S&P 500, FTSE 100 and Nikkei 225. Also exempted are exchange-traded securities which are representative of, or related close in value to, these broad-based indices.

J. The receipt of a bona fide gift of securities. (Donations of securities, however, require preclearance.)

THE REPORTING REQUIREMENTS LISTED IN SECTION 6 OF THIS CODE, HOWEVER, SHALL APPLY TO THE SECURITIES AND TRANSACTION TYPES SET FORTH IN PARAGRAPHS D-J OF THIS SECTION (EXCEPT FOR OPEN-END REGISTERED INVESTMENT COMPANIES ("MUTUAL FUNDS") LISTED IN PARAGRAPH D AND TO EXTENT THE SECURITY REFERRED TO IN ANY OTHER PARAGRAPH IS A MUTUAL FUND (E.G., A 401(k) PLAN (PARAGRAPH E) THAT IS ONLY INVESTED IN MUTUAL FUNDS WOULD NOT NEED TO BE REPORTED BUT COMMON STOCK IN A
401(k) WOULD BE REPORTED).

SECTION 6 - REPORTING BY EMPLOYEES

The requirements of this Section 6 apply to all H&W employees. The requirements will also apply to all transactions in the accounts of spouses, dependent relatives and members of the same household, trustee and custodial accounts or any other account in which the employee has a financial interest or over which the employee has investment discretion. The requirements do not apply to securities acquired for accounts over which the employee has no direct or indirect control or influence.

Employees are deemed to have complied with the requirements of Section
6.B. and C. provided that the Compliance Department receives duplicate statements and confirmations directly from their brokers and such statements and confirms contain all of the information required in Section 6.B and C.

Employees who effect reportable transactions outside of a brokerage account (e.g., optional purchases or sales through an automatic investment program directly with an issuer) will be deemed to have complied with this requirement by preclearing transactions with the Compliance Department and by reporting their holdings quarterly on the "Personal Securities Holdings" form, as required by the Compliance Department.

A. INITIAL HOLDINGS REPORT. Each new H&W employee will be given a copy of this Code of Ethics upon commencement of employment. All new employees must disclose their personal securities holdings to the Compliance Department within 10 days of commencement of employment with H&W. (Similarly, securities holdings of all new related accounts must be reported to the Compliance Department within 10 days of the date that such account becomes related to the employee.) With respect to exempt securities referred to in Section 5 which do not require preclearance/reporting, employees must nonetheless initially report those exempt securities defined in Section 5.D.-J, except mutual funds.

1. Initial holdings reports must identify the title, number of shares, and principal amount with respect to each security holding. Within 10 days of commencement of employment, each employee shall file an Acknowledgement stating that he or she has read and understands the provisions of the Code.

2. The name of any broker, dealer or bank with whom the employee maintained an account in which any securities were held for the direct and indirect benefit of the employee as of the date the individual became an employee; and

3. The date that the report is submitted by the employee.

B. QUARTERLY TRANSACTION REPORT. All employees must submit no later than 10 calendar days following the end of each quarter a list of all securities transacted during the quarter.

1. Each employee shall report all transactions in securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership. Reports shall be filed with the Compliance Officer quarterly. Each employee must also report any personal securities accounts established during the quarter. The Compliance Officer shall submit confidential quarterly reports with respect to his or her own personal securities transactions and personal securities accounts established to an officer designated to receive his or her reports, who shall act in all respects in the manner prescribed herein for the Compliance Officer. Such reports need not show transactions effected for, or securities held in, personal securities accounts over which the person has no direct or indirect influence or control.

2. Every report shall be made no later than ten days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) The date of the transaction, the title, the interest rate and maturity (if applicable), the number of shares and principal amount of each security involved;

(ii) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) The price of the security at which the transaction was effected;

(iv) The name of the broker, dealer or bank with or through which the transaction was effected;

(v) The date the report is submitted by the employee; and

(vi) With respect to any personal securities account established during the quarter, the broker, dealer or bank with whom the account was established, and the date the account was established.

3. In the event the employee has no reportable items during the quarter, the report should be so noted and returned signed and dated.

C. ANNUAL HOLDINGS REPORT. All employees must submit an annual holdings report reflecting holdings as of a date no more than 30 days before the report is submitted. As indicated above, employees who provide monthly statements directly from their brokers/dealers are deemed to have automatically complied with this requirement, provided the reports contain all required information.

With respect to exempt securities referred to in Section 5 which do not require preclearance/reporting, employees must nonetheless annually report the holdings of those exempt securities that are defined in Section
5.D.-J, except mutual funds.

D. ANNUAL CERTIFICATION OF COMPLIANCE. All H&W employees must certify annually to the Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics.

E. REVIEW OF TRANSACTIONS AND HOLDINGS REPORTS. All transactions reports and holdings reports will be reviewed by department heads (or their designees) or compliance personnel according to procedures established by the Compliance Department.

SECTION 7 - REPORTING BY DISINTERESTED TRUSTEES OF H&W FUNDS

A disinterested Trustee of a H&W Fund need only report a transaction in a security if the Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling the official duties of a Trustee of such Fund, should have known that, during the 15-day period immediately preceding the date of the transaction by the Trustee, the security was purchased or sold by any H&W Fund or was being considered for purchase or sale by any H&W Fund for which he or she is a Trustee. In reporting such transactions, disinterested Trustees must provide: the date of the transaction, a complete description of the security, number of shares, principal amount, nature of the transaction, price, commission, and name of broker/dealer through which the transaction was effected.

As indicated in Section 6.D. for H&W employees, disinterested Trustees of the H&W Funds are similarly required to certify annually to the Compliance Department that (1) they have read and understand and agree to abide by this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by or reported to the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics.

SECTION 8 - APPROVAL AND REVIEW BY BOARDS OF TRUSTEES

The Board of Trustees of each Fund, including a majority of Trustees who are disinterested Trustees, must approve this Code of Ethics. Additionally, any material changes to this Code must be approved by such Boards within six months after adoption of any material change. The Board must base its approval of the Code and any material changes to the Code on a determination that the Code contains provisions reasonably necessary to prevent employees from engaging in any conduct prohibited by Rule 17j-1. Prior to approving the Code or any material change to the Code, the Boards must receive

a certification from the Fund or H&W that it has adopted procedures reasonably necessary to prevent employees from violating the Code of Ethics.

SECTION 9 - REVIEW OF H&W ANNUAL REPORT

At least annually, each Fund and H&W must furnish to the applicable Fund's Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code of Ethics or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code of Ethics or procedures and sanctions imposed in response to the material violations and (2) certifies that the Fund and H&W have adopted procedures reasonably necessary to prevent H&W employees from violating this Code of Ethics.

SECTION 10 - SANCTIONS

Potential violations of the Code of Ethics must be brought to the attention of the Compliance Officer or her designee, will be investigated and, if appropriate, sanctions will be imposed. Upon completion of the investigation, if necessary, the matter may also be reviewed by the Code of Ethics Review Committee which will determine whether any further sanctions should be imposed. Sanctions may include, but are not limited to, a letter of caution or warning, reversal of a trade, disgorgement of a profit or absorption of costs associated with a trade, supervisor approval to trade for a prescribed period, fine or other monetary penalty, suspension of personal trading privileges, suspension of employment (with or without compensation), and termination of employment.

SECTION 11 - EXCEPTIONS

An exception to any of the policies, restrictions or requirements set forth herein may be granted only upon a showing by the employee to the Code of Ethics Review Committee that such employee would suffer extreme financial hardship should an exception not be granted. Should the subject of the exception request involve a transaction in a security, a change in the employee's investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for a waiver.

September 5, 2001

Exhibit (P)(11)

CODE OF ETHICS FOR EARNEST PARTNERS, LLC

I. STATEMENT OF GENERAL PRINCIPLES

It is the policy of EARNEST Partners, LLC ("EARNEST") that:

A. With respect to the personal investment activities of access persons (as defined herein), it is the duty of access persons at all times to place the interests of the clients (as defined herein) first.

B. All personal securities transactions of access persons be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of any access person's or any advisory person's (as defined herein) position of trust and responsibility.

C. Access persons should not take inappropriate advantage of their positions with respect to their personal investment activities.

II. DEFINITIONS

For purposes of this Code of Ethics, the following definitions shall apply:

1. The term "access person" shall mean any director, officer, general partner or advisory person (as defined below) of EARNEST.

2. The term "advisory person" shall mean (i) every employee of EARNEST (or of any company in a control relationship to EARNEST) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security (as defined below) by a client, or whose functions relate to the making of any recommendations with respect to such purchases or sales and (ii) every natural person in a control relationship to EARNEST who obtains information concerning recommendations made to a client with regard to the purchase or sale of a security.

3. The term "beneficial ownership" shall mean a direct or indirect "pecuniary interest" (as defined in subparagraph (a) (2) of Rule 16a-1 under the Securities Exchange Act of 1934, as amended) that is held or shared by a person directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a security. While the definition of "pecuniary interest" in subparagraph (a) (2) of Rule 16a-1 is complex, the term generally means the opportunity directly or indirectly to profit or share in any profit derived from a transaction in a security.

4. The term "control" shall mean the power to exercise a controlling influence over the management or policies of EARNEST, unless such power is solely the result of an official position with EARNEST, all as determined in accordance with Section 2 (a) (9) of the Investment Company Act of 1940, as amended (the "1940 Act").

5. The term "client" shall mean an entity (natural person, corporation, investment company or other legal structure having the power to enter into legal contracts) for whom or which EARNEST serves as an "investment adviser" within the meaning of Section 202(a)(11) of the Investment Advisers Act of 1940, as amended, which has entered into a contract with EARNEST to receive investment management services.

6. The term "investment company" shall mean a management investment company registered as such under the 1940 Act, which is a client of EARNEST.

7. The term "investment personnel" shall mean (i) any employee of EARNEST (or of any company in a control relationship to EARNEST) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a client; and (ii) any natural person who controls EARNEST and who obtains information concerning recommendations made to a client regarding the purchase or sale of securities by such client.

8. The term "material non-public information" with respect to a client shall mean information, not yet released to the public, that would have a substantial likelihood of affecting a reasonable investor's decision to buy or sell any securities of such issuer.

9. The term "purchase" shall include the writing of an option to purchase a security.

10. The term "Review Officer" shall mean the officer or employee designated from time to time by EARNEST to receive and review reports of purchases and sales by access persons. The term "Alternate Review Officer" shall mean the officer of EARNEST designated from time to time to receive and review reports of purchases and sales by the Review Officer, and who shall act in all respects in the manner prescribed herein for the Review Officer.

11. The term "sale" shall include the writing of an option to sell a security.

12. The term "security" shall have the meaning set forth in Section 2 (a) (36) of the 1940 Act, except that it shall not include shares of registered open-end investment companies, securities issued by the United States government, short-term securities which are "government securities" within the meaning of Section 2 (a) (16) of the 1940 Act, bankers' acceptances, bank certificates of deposit, commercial paper and such other money market instruments as may be designated from time to time by EARNEST.

III. LEGAL REQUIREMENTS

Section 17(j) of the 1940 Act, provides, among other things, that it is unlawful for any affiliated person of EARNEST to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such affiliated person of any security held or to be acquired by a client, which is an investment company, in contravention of such rules and regulations as the Securities and Exchange Commission (the "Commission") may adopt to define and prescribe means reasonably necessary to prevent such acts, practices or courses of business as are fraudulent,

deceptive or manipulative. Pursuant to Section 17(j), the Commission has adopted Rule 17j-1 which states that it is unlawful for any affiliated person of EARNEST in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired (as defined in the Rule) by a client:

(i) to employ any device, scheme or artifice to defraud a client, which is an investment company;

(ii) to make to a client, which is an investment company, any untrue statement of a material fact or omit to state to a client a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

(iii) to engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client, which is an investment company; or

(iv) to engage in any manipulative practice with respect to a client, which is an investment company.

IV. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING ACTIVITIES

A. Prohibited Activities

While the scope of actions which may violate the Statement of General Principles set forth above cannot be defined exactly, such actions would always include at least the following prohibited activities:

1. Except in a transaction exempted by Section IV.B. of this Code of Ethics, no ACCESS PERSON shall, directly or indirectly, purchase or sell securities in any way that would compete in the market with actual or considered securities transactions for any client, or otherwise personally act to injure any client's securities transactions;

2. No ACCESS PERSON shall use the knowledge of securities purchased or sold by any client or securities being considered for purchase or sale by any client to profit personally, directly or indirectly, by the market effect of such transactions;

3. No ACCESS PERSON shall, directly or indirectly, communicate to any person who is not an access person any material non-public information relating to any client or any issuer of any security owned by any client, including, without limitation, the purchase or sale or considered purchase or sale of a security on behalf of any client, except to the extent necessary to effectuate securities transactions on behalf of the client;

4. Except in a transaction exempted by Section IV.B. of this Code of Ethics, no ACCESS PERSON shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership on a day during which EARNEST has a pending "buy" or "sell" order in the same security

until that order is executed or withdrawn;

5. No ACCESS PERSON shall accept any gift or other thing of more than de minimus value from any person or entity that does business with or on behalf of a client;

6. No INVESTMENT PERSONNEL shall serve on the board of directors of any publicly traded company, absent prior written authorization and determination by the Chief Executive Officer of EARNEST that the board service would be consistent with the interests of clients;

7. INVESTMENT PERSONNEL shall not, directly or indirectly, purchase any security sold in an initial public offering of an issuer without obtaining prior written approval from the Review Officer; and

8. INVESTMENT PERSONNEL shall not, directly or indirectly, purchase any security issued pursuant to a private placement without obtaining prior written approval from the Review Officer. Investment personnel who have been authorized to acquire securities in a private placement must disclose such investment when they are involved in a client's subsequent consideration of an investment in the issuer. In such circumstances, the client's decision to purchase securities of the issuer must be independently reviewed by investment personnel with no personal interest in the issuer.

B. Exempt Transactions and Conduct

This Code of Ethics shall not be deemed to be violated by any of the following transactions:

1. Purchases or sales for an account over which the access person has no direct or indirect influence or control;

2. Purchases or sales which are non-volitional on the part of the access person;

3. Purchases which are part of an automatic dividend reinvestment plan;

4. Purchases made by exercising rights distributed by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired by the access person from the issuer, and sales of such rights so acquired;

5. Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer's acquisition of all of the securities of the same class;

6. Purchases or sales for which the access person has received prior written approval from the Review Officer. Prior approval shall be granted only if a purchase or sale of securities is consistent with the purposes of this Code of Ethics and Section 17(j) of the 1940 Act and rules thereunder; and

7. Purchases or sales of securities with prior written approval of the Head Trader and

Review Officer that meet the following requirements and thus qualify as a de minimis transaction: 1) 5,000 or fewer shares traded and 2) security market capitalization of greater than $1 billion. As an additional requirement, no more than one de minimis exemption per security per individual can be claimed during a 30-day period.

V. COMPLIANCE PROCEDURES

A. Records of Securities Transactions

Upon the written request of the Review Officer, access persons are required to direct their brokers to supply to EARNEST on a timely basis duplicate copies of broker trade confirmations of all securities transactions and/or account statements for all securities accounts in which the access person has a beneficial ownership interest.

B. Quarterly Reporting Requirements

1. Each ACCESS PERSON shall submit to the Review Officer a report which shall set forth at least the information described in subparagraph 2 of this Section V.B. as to all securities transactions during each quarterly period, in which such access person has, or by reason of such transactions acquires or disposes of, any direct or indirect beneficial ownership of a security.

2. Every report shall be made not later than ten (10) days after the end of each calendar quarter in which the transaction(s) to which the report relates was effected and shall contain the following information:

(1) the date of each transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each security involved;

(2) the nature of each transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(3) the price of the security at which each transaction was effected;

(4) the name of the broker, dealer or bank with or through whom each transaction was effected; and

(5) the date that the report is submitted by the access person.

If no transactions in any securities required to be reported were effected during a quarterly period by an access person, such access person shall submit to the Review Officer a report within the time-frame specified above stating that no reportable securities transaction were effected.

3. Each ACCESS PERSON shall submit to the Review Officer a report which shall set forth new brokerage accounts established during each quarterly period. Every report shall

be made not later than ten (10) days after the end of each calendar quarter in which the account(s) was established and shall contain the following information:

(1) the name of the broker, dealer or bank with whom the access person established the account;

(2) the date the account was established; and

(3) the date that the report is submitted by the access person.

4. Every report concerning a securities transaction prohibited under the Statement of General Principles or Prohibited Activities set forth in Sections I or IV.A., respectively, with respect to which the reporting person relies upon the exceptions provided in Section IV.B shall contain a brief statement of the exemption relied upon and the circumstances of the transactions.

C. Disclosure of Personal Holdings

1. Each ACCESS PERSON shall submit to EARNEST an initial holdings report no later than 10 days after the person becomes an ACCESS PERSON which contains the following information:

(i) The title, number of shares and principal amount of each security in which the ACCESS PERSON had any direct or indirect beneficial ownership when the person became an ACCESS PERSON;

(ii) The name of any broker, dealer of bank with whom the ACCESS PERSON maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section II.12.) were held for the direct or indirect benefit of the ACCESS PERSON as of the date the person became an ACCESS PERSON; and

(iii) the date the report is submitted by the ACCESS PERSON.

2. Each ACCESS PERSON shall submit to EARNEST an annual holdings report which contains the following information (with such information current as of a date no more than 30 days before the report is submitted):

(i) The title, number of shares and principal amount of each security in which the ACCESS PERSON had any direct or indirect beneficial ownership;

(ii) The name of any broker, dealer of bank with whom the ACCESS PERSON maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section II.12.) were held for the direct or indirect benefit of the ACCESS PERSON; and

(iii) The date the report is submitted by the ACCESS PERSON.

D. Review of Reports

1. At the end of each calendar quarter, the Review Officer shall prepare a summary of all transactions by access persons during the prior quarter.

2. The Review Officer or the Alternate Review Officer shall compare all reported personal securities transaction with completed and contemplated portfolio transactions of the client to determine whether a violation of this Code of Ethics may have occurred. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

3. If the Review Officer determines that a violation of this Code of Ethics has or may have occurred, he shall submit a written determination, together with the related report by the ACCESS PERSON and any additional explanatory material provided by the access person, to EARNEST's Chief Executive Officer.

E. Annual Certification of Compliance

All ACCESS PERSONS shall certify annually that they (i) have read and understand this Code of Ethics and recognize that they are subject hereto, (ii) have complied with the requirements of this Code of Ethics and (iii) have disclosed or reported all personal securities transactions, holdings and accounts which are required to be disclosed or reported pursuant to the requirements of this Code of Ethics.

F. Joint Participation

ACCESS PERSONS should be aware that a specific provision of the 1940 Act prohibits such persons, in the absence of an order of the Commission, from effecting a transaction in which an Investment Company is a "joint or a joint and several participant" with such person. Any transaction which suggests the possibility of a question in this area should be presented to legal counsel for review.

G. Annual Review by Chief Executive Officer and/or Board

Each year the Review Officer shall prepare an annual report to the Chief Executive Officer and/or Board that: (1) summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year; (2) identifies any violations requiring significant remedial action during the past year; and (3) identifies any recommended changes in existing restrictions or procedures based upon EARNEST's experience under the Code of Ethics, evolving industry practices, or developments in applicable laws or regulations.

VI. SANCTIONS

Upon discovering a violation of this Code of Ethics, EARNEST shall impose any sanctions that it may deem appropriate under the circumstances, which may include, but is not limited to, removal, suspension or demotion from office, imposition of a fine, a letter of censure and/or restitution to the affected client of an amount equal to the advantage the offending person shall have gained by reason of such violation.

VII. RECORDKEEPING REQUIREMENTS

EARNEST shall maintain and preserve in an easily accessible place:

a. A copy of the Code of Ethics (and any prior code of ethics that was in effect at any time during the past five years) for a period of five years;

b. A record of any violation of this Code of Ethics and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs;

c. A copy of each report made by an access person, including any information submitted pursuant to Rule 17j-1(d)(2)(v) of the 1940 Act, for a period of five years after the end of the fiscal year in which the report is made or the other information provided (only those reports and information submitted during the previous two years must be maintained and preserved in an easily accessible place);

d. A list of all persons who are, or within the past five years were, required to make reports pursuant to this Code of Ethics;

e. The names of each person who is serving or who has served as Review Officer or Alternate Review Officer within the past five years; and

f. A copy of each report submitted to the Chief Executive Officer and/or Board of EARNEST for a period of five years after the end of the fiscal year in which the report was made (only those reports submitted during the previous two years must be maintained and preserved in an easily accessible place).

EARNEST shall maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities in an initial public offering and/or private placement for a period of five years after the end of the fiscal year in which the approval was granted.

VIII. MISCELLANEOUS

EARNEST shall identify all persons who are considered to be "access persons," inform such persons of their respective duties and provide such persons with copies of this Code of Ethics.

Exhibit (q)

POWER OF ATTORNEY

STRATEGIC PARTNERS ASSET ALLOCATION FUNDS
STRATEGIC PARTNERS OPPORTUNITY FUNDS
STRATEGIC PARTNERS STYLE SPECIFIC FUNDS
THE TARGET PORTFOLIO TRUST

The undersigned Trustees and officers of each investment company listed above hereby constitute, appoint and authorize each of Marguerite E.H. Morrison and Maria. G. Master as true and lawful agent and attorney-in-fact, to sign on his or her behalf in the capacities indicated, any Registration Statement or amendment thereto (including post-effective amendments), and to file the same, with all exhibits thereto, with the Securities and Exchange Commission. The undersigned do hereby give to each said agent and attorney-in-fact full power and authority to act in these premises, including, but not limited to, the power to appoint a substitute or substitutes to act hereunder with the same power and authority as said agent and attorney-in-fact would have if personally acting. The undersigned do hereby approve, ratify and confirm all that each said agent and attorney-in-fact, or any substitute or substitutes, may do by virtue hereof.

/s/ Eugene C. Dorsey                     /s/ Thomas T. Mooney
--------------------                     --------------------
Eugene C. Dorsey, Trustee                Thomas T. Mooney, Trustee

/s/ Saul K. Fenster                      /s/ David R. Odenath
-------------------                      --------------------
Saul K. Fenster, Trustee                 David R. Odenath, Trustee and President

/s/ Robert F. Gunia                      /s/ Stephen Stoneburn
-------------------                      ---------------------
Robert F. Gunia, Trustee and Vice        Stephen Stoneburn, Trustee
President

/s/ Robert E. La Blanc                   /s/ Grace C. Torres
----------------------                   -------------------
Robert E. La Blanc, Trustee              Grace C. Torres, Principal Financial
                                         and Accounting Officer

/s/ Douglas H. McCorkindale              /s/Joseph Weber
---------------------------              ---------------
Douglas H. McCorkindale, Trustee         Joseph Weber, Trustee

/s/ W. Scott McDonald, Jr.               /s/ Clay T. Whitehead
--------------------------               ---------------------
W. Scott McDonald, Jr., Trustee          Clay T. Whitehead, Trustee


Dated: May 22, 2002