Exhibit (d)(6)

STRATEGIC PARTNERS OPPORTUNITY FUNDS

Strategic Partners New Era Growth Fund

SUBADVISORY AGREEMENT

Agreement made as of this day of , 2003 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Calamos Asset Management, Inc. (Calamos or the Subadviser),

WHEREAS, the Manager has entered into a Management Agreement (the Management Agreement) dated , with Strategic Partners Opportunity Funds, a Delaware statutory trust (the Fund) and 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, the Manager desires to retain the Subadviser to provide investment advisory services to the Fund and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Fund, referred to herein as 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; and

NOW, THEREFORE, the Parties agree as follows:

1. (a) Subject to the supervision of the Manager and the Board of Trustees of the Fund, the Subadviser shall manage such portion 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 then current 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 copies of the Declaration of Trust, By-Laws and Prospectus of the Fund provided to it by the Manager (the Fund Documents) and with the instructions and directions of the Manager and of the Board of Trustees of the Fund, co-operate with the Manager's (or its designee's) personnel responsible for monitoring the Fund's compliance 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. In connection therewith, the Subadviser shall, among other things, prepare and file such reports as are, or may in the future be, required by the Securities and Exchange Commission (the Commission). The Manager shall provide Subadviser timely with copies of any updated Fund documents.

(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund's portfolio, as applicable, 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. The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which

they or it may exercise investment discretion (as such term is defined in
Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.

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 effected by it as 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 Fund'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 or an affiliate 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, the 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 Fund's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Fund'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.

(vii) The Subadviser acknowledges that the Manager and the Fund intend to rely on Rule 17a-10 under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Fund with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Fund 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 or any successor regulation. 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 of the Commission under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d) In connection with its duties under this Agreement, 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.

(f) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Fund's portfolio, subject to such reporting and other requirements as shall be established by the Manager.

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. The Manager shall provide (or cause the Fund's custodian to provide) timely information to the Subadviser regarding

such matters as the composition of assets in the portion of the Fund managed by the Subadviser, cash requirements and cash available for investment in such portion of the Fund, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Fund that affect the duties of the Subadviser).

3. 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. Liability for payment of compensation by the Manager to the Subadviser under this Agreement is contingent upon the Manager's receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Manager. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

4. 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, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Manager's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board of Trustees of the Fund 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 Fund 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; provided that the Subadviser need not provide notice of such an anticipated event before the anticipated event is a matter of public record.

Any notice or other communication required to be given pursuant to 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 Fund at Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 1111 E. Warrenville Road, Naperville, Illinois 60563-1463, Attention: General Counsel.

6. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's directors, officers or employees who may also be a Trustee, officer or employee of 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.

7. 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.

8. 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.

9. This Agreement shall be governed by the laws of the State of New York.

10. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

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

By: /s/
Name:
Title:

CALAMOS ASSET MANAGEMENT, INC.

By: /s/
Name:
Title:

Fund                                                       Advisory Fee
Strategic Partners New Era Growth Fund          0.45% of the first $100 million*
                                                of average daily net assets
                                                managed by Calamos 0.40% of
                                                amounts above $100 million

* "Average daily net assets" include assets of the Fund and the portion of the average daily net assets of SP Mid Cap Growth Portfolio, a series of The Prudential Series Fund, Inc., managed by Calamos.

Dated as of , 2003.

EXHIBIT (d)(14)

STRATEGIC PARTNERS OPPORTUNITY FUNDS

Strategic Partners New Era Growth Fund

MANAGEMENT AGREEMENT

Agreement made the day of , 2003 between Strategic Partners New Era Growth Fund (the Fund), a series of Strategic Partners Opportunity Funds, a Delaware statutory trust (the Trust), and Prudential Investments LLC, a New York limited liability company (the Manager).

WITNESSETH

WHEREAS, the Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act); and

WHEREAS, the Fund desires to retain the Manager to render or contract to obtain as hereinafter provided investment advisory services to the Trust and one or more of its series (individually and collectively with the Trust, referred to herein as the Fund) and the Fund also desires to avail itself of the facilities available to the Manager with respect to the administration of its day-to-day business affairs, and the Manager is willing to render such investment advisory and administrative services;

NOW, THEREFORE, the parties agree as follows:

1. The Fund hereby appoints the Manager to act as manager of the Fund and each series thereof, if any (each, a Portfolio) and as administrator of its business affairs for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein described, for the compensation herein provided. Subject to the approval of the Board of Trustees of the Fund, the Manager is authorized to enter into a subadvisory agreement with Prudential Investment Management, Inc., Jennison Associates LLC, or any other subadviser, whether or not affiliated with the Manager (each, a Subadviser), pursuant to which such Subadviser shall furnish to the Fund the investment advisory services in connection with the management of the Fund (each, a Subadvisory Agreement). Subject to the approval of the Board of Trustees of the Fund, the Manager is authorized to retain more than one Subadviser for the Fund, and if the Fund has more than one Subadviser, the Manager is authorized to allocate the Fund's assets among the Subadvisers. The Manager will continue to have responsibility for all investment advisory services furnished pursuant to any Subadvisory Agreement. The Fund and Manager understand and agree that the Manager may manage the Fund in a "manager-of-managers" style with either a single or multiple subadvisers, which contemplates that the Manager will, among other things and pursuant to an Order issued by the Securities and Exchange Commission (SEC): (i) continually evaluate the performance of each Subadviser to the Fund, if applicable, through quantitative and qualitative analysis and consultations with such Subadviser;
(ii) periodically make recommendations to the Board as to whether the contract with one or more Subadvisers should be renewed, modified, or terminated; and
(iii) periodically report to the Board regarding the results of its evaluation and monitoring functions. The Fund recognizes that a Subadviser's services may be terminated or modified pursuant to the "manager-of-managers" process, and that the Manager may appoint a new Subadviser for a Subadviser that is so removed.

2. Subject to the supervision of the Board of Trustees, the Manager shall administer the Fund's business affairs and, in connection therewith, shall furnish the Fund with office facilities and with clerical, bookkeeping and recordkeeping services at such office facilities and, subject to Section 1 hereof and any Subadvisory Agreement, the Manager shall manage the investment operations of the Fund and 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 the Fund's SEC registration statement, and subject to the following understandings:

(a) The Manager (or a Subadviser under the Manager's supervision) shall provide supervision of the Fund's investments, and shall determine from time to time what investments or 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.

(b) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust of the Fund and the Fund's SEC registration statement and with the instructions and directions of the Board of Trustees, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. In connection therewith, the Manager shall, among other things, prepare and file (or cause to be prepared and filed) such reports as are, or may in the future be, required by the SEC.

(c) The Manager (or the Subadviser under the Manager's supervision) shall determine the securities and futures contracts to be purchased or sold by the Fund and will place orders pursuant to its determinations with or through such persons, brokers, dealers or futures commission merchants (including but not limited to Prudential Securities Incorporated) in conformity with the policy with respect to brokerage as set forth in the Fund's registration statement or as the Board of Trustees may direct from time to time. In providing the Fund with investment supervision, it is recognized that the Manager (or the Subadviser under the Manager's supervision) will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager (or Subadviser under the Manager's supervision) 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 other clients of the Manager (or Subadviser) may be a party, the size and difficulty in executing an order, and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in
Section 28(e) of the Securities Exchange Act, as amended (the "1934 Act"), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.

On occasions when the Manager (or a Subadviser under the Manager's supervision) deems the purchase or sale of a security or a futures contract to be in the best interest of the Fund as well as other clients of the Manager (or the Subadviser), the Manager (or 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 so 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 Manager (or the Subadviser) in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(d) The Manager (or the Subadviser under the Manager's supervision) shall maintain all books and records with respect to the Fund's portfolio transactions and shall render to the Fund's Board of Trustees such periodic and special reports as the Board may reasonably request.

(e) The Manager (or the Subadviser under the Manager's supervision) shall be responsible for the financial and accounting records to be maintained by the Fund (including those being maintained by the Fund's Custodian).

(f) The Manager (or the Subadviser under the Manager's supervision) shall provide the Fund's Custodian on each business day information relating to all transactions concerning the Fund's assets.

(g) The investment management services of the Manager to the Fund under this Agreement are not to be deemed exclusive, and the Manager shall be free to render similar services to others.

(h) The Manager 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.

3. The Fund has delivered to the Manager copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

(a) Declaration of Trust;

(b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof and as amended from time to time, are herein called the "By-Laws");

(c) Certified resolutions of the Board of Trustees of the Fund authorizing the appointment of the Manager and approving the form of this agreement;

(d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the Registration Statement), as filed with the SEC relating to the Fund and its shares of beneficial interest, and all amendments thereto; and

(e) Prospectus and Statement of Additional Information of the Fund.

4. The Manager shall authorize and permit any of its officers and employees who may be elected as Trustees or officers of the Fund to serve in the capacities in which they are elected. All services to be furnished by the Manager under this Agreement may be furnished through the medium of any such officers or employees of the Manager.

5. The Manager shall keep the Fund's books and records required to be maintained by it pursuant to Paragraph 2 hereof. The Manager agrees that all records that it maintains for the Fund are the property of the Fund, and it will surrender promptly to the Fund any such records upon the Fund's request, provided however that the Manager may retain a copy of such records. The Manager 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 the Manager pursuant to Paragraph 2 hereof.

6. During the term of this Agreement, the Manager shall pay the following expenses:

(i) the salaries and expenses of all employees of the Fund and the Manager, except the fees and expenses of Trustees who are not affiliated persons of the Manager or any Subadviser,

(ii) all expenses incurred by the Manager in connection with managing the ordinary course of the Fund's business, other than those assumed by the Fund herein, and

(iii) the fees, costs and expenses payable to a Subadviser pursuant to a Subadvisory Agreement.

The Fund assumes and will pay the expenses described below:

(a) the fees and expenses incurred by the Fund in connection with the management of the investment and reinvestment of the Fund's assets,

(b) the fees and expenses of Trustees who are not "interested persons" of the Fund within the meaning of the 1940 Act,

(c) the fees and expenses of the Custodian that relate to (i) the custodial function and the recordkeeping connected therewith, (ii) preparing and maintaining the general accounting records of the Fund and the provision of any such records to the Manager useful to the Manager in connection with the Manager's responsibility for the accounting records of the Fund pursuant to
Section 31 of the 1940 Act and the rules promulgated thereunder, (iii) the pricing or valuation of the shares of the Fund, including the cost of any pricing or valuation service or services which may be retained pursuant to the authorization of the Board of Trustees, and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Fund's securities,

(d) the fees and expenses of the Fund's Transfer and Dividend Disbursing Agent that relate to the maintenance of each shareholder account,

(e) the charges and expenses of legal counsel and independent accountants for the Fund,

(f) brokers' commissions and any issue or transfer taxes chargeable to the Fund in connection with its securities and futures transactions,

(g) all taxes and corporate fees payable by the Fund to federal, state or other governmental agencies,

(h) the fees of any trade associations of which the Fund may be a member,

(i) the cost of share certificates representing, and/or non-negotiable share deposit receipts evidencing, shares of the Fund,

(j) the cost of fidelity, directors' and officers' and errors and omissions insurance,

(k) the fees and expenses involved in registering and maintaining registration of the Fund and of its shares with the SEC, and paying notice filing fees under state securities laws, including the preparation and printing of the Fund's registration statement and the Fund's prospectuses and statements of additional information for filing under federal and state securities laws for such purposes,

(l) allocable communications expenses with respect to investor services and all expenses of shareholders' and Trustees' meetings and of preparing, printing and mailing reports and notices to shareholders in the amount necessary for distribution to the shareholders,

(m) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund's business, and

(n) any expenses assumed by the Fund pursuant to a Distribution and Service Plan adopted in a manner that is consistent with Rule 12b-1 under the 1940 Act.

7. For the services provided and the expenses assumed pursuant to this Agreement, the Fund will pay to the Manager as full compensation therefor a fee at the annual rate(s) as described on the attached Schedule A with respect to the average daily net assets of the Fund. This fee will be computed daily, and will be paid to the Manager monthly. The Fund shall not pay any fee or other compensation to the Manager for the services provided and the expenses assumed pursuant to this Agreement.

8. The Manager shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

The Fund shall indemnify the Manager and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlements) incurred by the Manager in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Manager in connection with the performance of any of its duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect the Manager against or entitle or be deemed to entitle the Manager to indemnification in respect of any liability to the Fund or its security holders to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of its reckless disregard of their duties and obligations under this Agreement.

9. 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 with respect to the Fund at any time, without the payment of any penalty, by the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Fund. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

10. Nothing in this Agreement shall limit or restrict the right of any officer or employee of the Manager who may also be a Trustee, officer or employee of 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 dissimilar nature, nor limit or restrict the right of the Manager to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

11. Except as otherwise provided herein or authorized by the Board of Trustees of the Fund from time to time, the Manager shall for all purposes herein be deemed to be an independent contractor, and shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

12. During the term of this Agreement, the Fund agrees to furnish the Manager 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 in any way to the Manager, prior to use thereof and not to use such material if the Manager reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Fund will continue to furnish to the Manager copies of any of the above-mentioned materials which refer in any way to the Manager. Sales literature may be furnished to the Manager hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery. The Fund shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Fund as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

13. 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.

14. Any notice or other communication required to be given pursuant to 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; or (2) to the Fund at Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: President.

15. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

16. The Fund may use the name "Strategic Partners New Era Growth Fund" or any name including the word "Prudential" only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect, including any similar agreement with any organization which shall have succeeded to the Manager's business as Manager or any extension, renewal or amendment thereof remain in effect. At such time as such an agreement shall no longer be in effect, the Fund will (to the extent that it lawfully can) cease to use such a name or any other name indicating that it is advised by, managed by or otherwise connected with the Manager, or any organization which shall have so succeeded to such businesses. In no event shall the Fund use the name "Strategic Partners New Era Growth Fund" or any name including the word "Prudential" if the Manager's function is transferred or assigned to a company of which The Prudential Insurance Company of America does not have control.

17. A copy of the Agreement and Declaration of Trust is on file with the Secretary of the State of Delaware, and notice is hereby given that this instrument is not binding upon any of the Trustees or shareholders individually but is binding only upon the assets and property of the Fund.

18. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

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

STRATEGIC PARTNERS OPPORTUNITY FUNDS
on behalf of Strategic Partners New Era Growth Fund

By: /s/
PRUDENTIAL INVESTMENTS LLC
By: /s/


      SCHEDULE A

                                                        Annual Fee Rate

Strategic Partners New Era Growth Fund        0.90% of average daily net assets
                                              up to $1 billion; 0.85% of average
                                              daily net assets thereafter.

Schedule dated , 2003

Exhibit(g)
CUSTODY AGREEMENT

AGREEMENT, dated as of November 7, 2002 between each Fund listed on the attached Schedule A hereto, including any series thereof (each a "Fund") each having its principal office and place of business at 100 Mulberry Street, Newark, New Jersey 07102 (the "Fund") and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 ("Custodian").

W I T N E S S E T H:

that for and in consideration of the mutual promises hereinafter set forth the Fund and Custodian agree as follows:

ARTICLE I
DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1. "Authorized Person" shall be any person, whether or not an officer or employee of the Fund, duly authorized by the Fund's board to execute any Certificate or to give any Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate annexed hereto as Schedule I hereto or such other Certificate as may be received by Custodian from time to time.

2. "BNY Affiliate" shall mean any office, branch or subsidiary of The Bank of New York Company, Inc.

3. "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.

4. "Business Day" shall mean any day on which Custodian and relevant Depositories are open for business.

5. "Certificate" shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of the Fund by an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

6. "Composite Currency Unit" shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

7. "Depository" shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the Securities and Exchange Commission identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

8. "Foreign Depository" shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the Investment Company Act of 1940, as amended, identified to the Fund from time to time, and (d) the respective successors and nominees of the foregoing.

9. "Instructions" shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, or dedicated transmission lines.

10. "Oral Instructions" shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

11. "Series" shall mean the various portfolios, if any, of the Funds listed on Schedule A hereto, and if none are listed references to Series shall be references to the Funds.

12. "Securities" shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or by a Subcustodian).

13. "Subcustodian" shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located outside the U.S. which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to the Fund from time to time, and their respective successors and nominees.

ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS, WARRANTIES, AND COVENANTS

1. (a) The Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an "Account"; collectively, the "Accounts") shall be in the name of the Fund.

(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and Custodian may agree upon (each a "Special

Account"), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.

(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as the Fund and Custodian shall agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions.

2. The Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by the Fund, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by the Fund, approved by a resolution of its board, constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;

(c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d) It will not knowingly use the services provided by Custodian hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to the Fund;

(e) Unless The Bank of New York is the Fund's foreign custody manager, as defined in Rule 17f-5 under the Investment Company Act of 1940, as amended (the "`40 Act"), either its board or its foreign custody manager has determined that use of each Subcustodian (including any Replacement Custodian) and each Depository which Custodian or any Subcustodian is authorized to utilize in accordance with Section 1(a) of Article III hereof, satisfies the applicable requirements of the `40 Act and Rules 17f-4 or 17f-5 thereunder, as the case may be;

(f) The Fund or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the `40 Act;

(g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, understands that there may be more secure methods of transmitting or delivering the

same than the methods selected by the Fund, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, and acknowledges and agrees that Instructions need not be reviewed by Custodian, may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given;

(h) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Fund does not exceed the amount such Fund is permitted to borrow under the `40 Act;

(i) Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the `40 Act;

(j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and

(k) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as Custodian may require to assure such priority.

3. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian's request a Form FR U-1 (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.

ARTICLE III
CUSTODY AND RELATED SERVICES

1. (a) Subject to the terms hereof, the Fund hereby authorizes Custodian to hold any Securities received by it from time to time for the Fund's account. Custodian shall be entitled to utilize Depositories, Subcustodians, and, subject to subsection(c) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian's agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular subcustodian agreement, Securities deposited with a Subcustodian, a Depositary or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to the Fund, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly

through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the "Replacement Subcustodian"). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund's board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the `40 Act and Rule 17f-5 thereunder.

(b) Unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of money or value other than for safe custody or administration.

(c) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund of any material change in such risks in accordance with the requirements of the `40 Act and Rule 17f-7 hereunder. The Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. As used herein the term "Country Risks" shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country's prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country's regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the order execution of securities transactions or affect the value of securities. In the event that the Custodian shall determine that a Foreign Depository no longer meets the requirements of Rule 17f-7, the Fund's assets maintained in such Foreign Depository shall be withdrawn as soon as reasonably practical, and the Custodian shall notify the Fund of any securities maintained in any such Foreign Depository which may not be withdrawn.

2. Custodian shall furnish the Fund with an advice of daily transactions (including a confirmation of each transfer of Securities) and a monthly summary of all transfers to or from the Accounts.

3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary:

(a) Receive all income and other payments and advise the Fund as promptly as practicable of any such amounts due but not paid;

(b) Present for payment and receive the amount paid upon all Securities which may mature and advise the Fund as promptly as practicable of any such amounts due but not paid;

(c) Forward to the Fund copies of all information or documents that it may actually receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities;

(d) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons;

(e) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and

(f) Endorse for collection checks, drafts or other negotiable instruments.

4. (a) Custodian shall promptly notify the Fund of rights or discretionary actions with respect to Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken, provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes, timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of such notice, Custodian shall have no liability for failing to so notify the Fund.

(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on the Fund or provide for discretionary action or alternative courses of action by the Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Fund's Certificate or Instructions at Custodian's offices, addressed as Custodian may from time to time request, not later than noon (New York time) at least two (2) Business Days prior to the last scheduled date to act with respect to such Securities (or such earlier date or time as Custodian may specify in writing to the Fund). Absent Custodian's timely receipt of such Certificate or Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities, provided that Custodian shall have provided prompt timely notice of any notice it actually received.

5. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodian's only duty shall be to mail to the Fund any documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, Custodian's only duty shall be to

provide the Fund with access to a provider of global proxy services at the Fund's request. The Fund shall be responsible for all costs associated with its use of such services.

6. Custodian shall promptly advise the Fund upon Custodian's actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.

8. The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes"), with respect to any cash or Securities held on behalf of the Fund or any transaction related thereto. The Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of the Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Fund to Custodian hereunder. The Fund hereby agrees to

indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of the Fund, its successors and assigns notwithstanding the termination of this Agreement.

9. (a) For the purpose of settling Securities and foreign exchange transactions, the Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, "sufficient immediately available funds" shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency, to settle the transaction. Custodian shall provide the Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. The Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Fund. The Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.

10. Custodian shall promptly send to the Fund (a) any reports it receives from a Depository on such Depository's system of internal accounting control, and (b) such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.

11. Until such time as Custodian receives a certificate to the contrary with respect to a particular Security, Custodian may release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and shareholder.

ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT

1. Promptly after each purchase or sale of Securities by the Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or with respect to a purchase or sale of a Security generally required to be settled on the same day the purchase or sale is made, Oral Instructions specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.

2. The Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed

simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. The Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities.

3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with the Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment therefor. All such credits shall be conditional until Custodian's actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect to a transaction will not be "final" until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

ARTICLE V
OVERDRAFTS OR INDEBTEDNESS

1. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund, including any indebtedness to The Bank of New York under the Fund's Cash Management and Related Services Agreement, if any (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund payable on demand and shall bear interest from the date incurred at a rate per annum ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Funds" credit on Custodian's books, provided that Custodian shall promptly notify the Fund of any such charges.

2. If the Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) or from any other person (as may be permitted by an SEC exemptive order), for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing,
(d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the `40 Act and the Fund's prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities.

ARTICLE VI
SALE AND REDEMPTION OF SHARES

1. Whenever the Fund shall sell any shares issued by the Fund ("Shares") it shall deliver to Custodian a Certificate or Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Fund.

2. Upon receipt of such money, Custodian shall credit such money to an Account in the name of the Fund for which such money was received.

3. Except as provided hereinafter, whenever the Fund desires Custodian to make payment out of the money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate or Instructions out of the money held in an Account of the appropriate Fund.

4. Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by the Fund, Custodian, unless otherwise instructed by a Certificate or Instructions, shall, upon presentment of such check, charge the amount thereof against the money

held in the Account of the Fund of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.

ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Fund specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Fund the total amount payable to the dividend agent of the Fund specified therein.

ARTICLE VIII
CONCERNING CUSTODIAN

1. (a) Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees (collectively, "Losses"), incurred by or asserted against the Fund, except those Losses arising out of Custodian's own negligence or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories, or, except to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder, of any Foreign Depositories. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian (other than a BNY Affiliate), Custodian shall take appropriate action to recover such Losses from such Subcustodian; and Custodian's sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodian (exclusive of costs and expenses incurred by Custodian). In no event shall Custodian be liable to the Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement, nor shall BNY or any Subcustodian be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions without reviewing the same; (iii) for conclusively presuming that all Instructions are given only by person(s) duly authorized; (iv) for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 2(i) of Article II hereof; (v) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (vi) for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and

hardware) services; (vii) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder, any Foreign Depository; or (viii) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Fund, and Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies.

(b) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder or result in any additional costs to a Fund except as otherwise provided in the Fee Schedule between the Funds and the Custodian.

(c) The Fund agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian's performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Fund shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement.

2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for:

(a) Any Losses incurred by the Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market;

(b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor;

(c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor;

(d) The legality of the declaration or payment of any dividend or distribution by the Fund;

(e) The legality of any borrowing by the Fund;

(f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate security for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due;

(g) The sufficiency or value of any amounts of money and/or Securities held in any Special Account in connection with transactions by the Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodian's receipt or non-receipt of any such payment; or

(h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of the Fund and specifically allocated to a Fund are such as properly may be held by the Fund or such Fund under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by the Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.

3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice.

4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment.

5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

6. The Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at Custodian's standard rates for such services as may be applicable. The Fund shall reimburse Custodian for all costs associated with

the conversion of the Fund's Securities hereunder and the transfer of Securities and records kept in connection with this Agreement. The Fund shall also reimburse Custodian for out-of-pocket expenses which are a normal incident of the services provided hereunder.

7. Custodian has the right to debit any cash account for any amount payable by the Fund in connection with any and all obligations of the Fund to Custodian. In addition to the rights of Custodian under applicable law and other agreements, at any time when the Fund shall not have honored any of its obligations to Custodian, Custodian shall have the right without notice to the Fund to retain or set-off, against such obligations of the Fund, any Securities or cash Custodian or a BNY Affiliate may directly or indirectly hold for the account of the Fund, and any obligations (whether matured or unmatured) that Custodian or a BNY Affiliate may have to the Fund in any currency or Composite Currency Unit. Any such asset of, or obligation to, the Fund may be transferred to Custodian and any BNY Affiliate in order to effect the above rights.

8. The Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. The Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. If the Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund's use thereof shall be subject to the Terms and Conditions attached as Appendix I hereto, and Custodian shall provide user and authorization codes, passwords and authentication keys only to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person.

9. The books and records pertaining to the Fund which are in possession of Custodian shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the `40 Act and the rules thereunder. The Fund, or its authorized representatives, shall have access to such books and records during Custodian's normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative. Upon the reasonable request of the Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

10. Custodian agrees that all non-public books, records and information prepared or maintained by it in connection with its performance of services under this Agreement shall remain confidential and shall not be voluntarily disclosed to any other person, entity or organization, except Custodian may disclose the same to its examiners, regulators, and its internal and external accountants, auditors and counsel, and to any other person, entity or organization if the Custodian is advised by its counsel that it could be liable for a failure to do so. In the event of any demand served on or received by Custodian for the production or release of any non-public books, records or information, Custodian shall endeavor where circumstances permit promptly to notify the Fund of such demand or request and to seek permission from the Fund.

11. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. The Custodian shall provide the Fund with any report obtained by the Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.

12. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this Agreement.

ARTICLE IX
TERMINATION

1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating a successor custodian or custodians, each of which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. In the event such notice is given by Custodian, the Fund shall, on or before the termination date, deliver to Custodian a copy of a resolution of the board of the Fund, certified by the Secretary or any Assistant Secretary, designating a successor custodian or custodians. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and money then owned by the Fund and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled.

2. If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding Section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and money then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.

ARTICLE X
MISCELLANEOUS

1. The Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates or Oral Instructions of such present Authorized Persons.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 100 Church Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at 100 Mulberry Street, Newark, New Jersey 07102, or at such other place as the Fund may from time to time designate in writing.

4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Appendix I hereto need be signed only by Custodian. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

7. Nothing combined in this Agreement shall affect the terms and conditions of that certain Foreign Custody Manager Agreement between The Bank of New York and the Fund of each date.

8. Custodian shall annually provide to the Fund its FAS 70 Report.

9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

10. All references herein to the "Fund" are to each of the Funds listed on the attached Schedule A individually, as if this Agreement were between such individual Fund and the Custodian. Without limiting the generality of the foregoing, no Fund or series of a Fund shall be liable for any obligations of any other Fund or series, as applicable.

11. With respect to each Fund listed on Schedule A that is a Massachusetts business trust, all persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Directors/Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.

12. This Agreement contains the full and complete understanding between the parties with respect to the transactions covered and contemplated hereunder, and supersedes all prior agreements or understandings between the parties relating to the subject matter hereof, whether oral or written, express or implied.

13. The Custodian agrees to provide to the Fund such certifications with respect to the Sarbanes-Oxley Act of 2002, as Custodian generally provides to its mutual fund custodial customers.

IN WITNESS WHEREOF, the Fund and Custodian have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the day and year first above written.

EACH FUND LISTED ON SCHEDULE A HERETO

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

Title: Vice President

Tax Identification No:

THE BANK OF NEW YORK

By: /s/ Edward G. McGann
    ------------------------

Title: Vice President

SCHEDULE I
CERTIFICATE OF AUTHORIZED PERSONS
(The Fund - Oral and Written Instructions)

The undersigned hereby certifies that he/she is the duly elected and acting ______________________ of each Fund listed on Schedule A hereto (each a "Fund"), and further certifies that the following officers or employees of the Fund have been duly authorized in conformity with the Fund's Declaration of Trust and By-Laws to deliver Certificates and Oral Instructions to The Bank of New York ("Custodian") pursuant to the Custody Agreement between the Fund and Custodian dated _______________, and that the signatures appearing opposite their names are true and correct:

_________________        ________________________         ______________________
Name                     Title                            Signature

_________________        ________________________         ______________________
Name                     Title                            Signature

_________________        ________________________         ______________________
Name                     Title                            Signature

_________________        ________________________         ______________________
Name                     Title                            Signature

_________________        ________________________         ______________________
Name                     Title                            Signature

_________________        ________________________         ______________________
Name                     Title                            Signature

_________________        ________________________         ______________________
Name                     Title                            Signature

_________________        ________________________         ______________________
Name                     Title                            Signature

This certificate supersedes any certificate of Authorized Persons you may currently have on file.

[seal]                                          By:____________________________
                                                   Title:

Date:

APPENDIX I

THE BANK OF NEW YORK

ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM")

TERMS AND CONDITIONS

1. License; Use. Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the "Software"), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect to the Software inconsistent with the foregoing acknowledgments, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not copy, sell, lease or provide, directly or indirectly, any of the Software or any portion thereof to any other person or entity without Custodian's prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian's request.

2. Equipment. The Fund shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services.

3. Proprietary Information. The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the "Information"), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information

confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

4. Modifications. Custodian reserves the right to modify the Software from time to time and the Fund shall install new releases of the Software as Custodian may direct. The Fund agrees not to modify or attempt to modify the Software without Custodian's prior written consent. The Fund acknowledges that any modifications to the Software, whether by the Fund or Custodian and whether with or without Custodian's consent, shall become the property of Custodian.

5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE FUND ACKNOWLEDGES THAT THE SOFTWARE, SERVICES AND ANY DATABASE ARE PROVIDED "AS IS." OTHER THAN AS PROVIDED SECTION 5.1 BELOW, IN NO EVENT SHALL EITHER PARTY OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH THE FUND MAY INCUR IN CONNECTION WITH THE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF SUCH PARTY OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR REASONABLE CONTROL.

5.1 (a) Custodian shall defend the Fund, and pay any damages finally awarded by a court of competent jurisdiction, in any action or proceeding commenced by a third party against the Fund based on a claim that the Software or Services infringe upon a United States patent, copyright, or trade secret, provided that the Fund (i) notifies Custodian promptly of any such action or claim, (ii) grants Custodian full and exclusive authority to defend, compromise or settle such claim or action, and (iii) provides Custodian all assistance reasonably necessary to so defend, compromise or settle. The foregoing obligations shall not apply, however, to any claim or action arising from (i) the Fund's use of the Software or Services in a manner not authorized by this Agreement, (ii) the Fund's use of the Software or Services in combination with other software or services not supplied by the Bank or (iii) the Fund's use of a superseded version of the Software after a current version has been made available to the Fund.

(b) In the event that the Software or Services are found to infringe upon a patent, copyright, trade secret, or other proprietary right, or in Custodian's opinion the Software or Services are likely to be found to so infringe, Custodian may, at its sole option, (i) procure for the Fund the right to continue using the Software or Services , (ii) replace the Software or Services with software or services that are non-infringing, or (iii) terminate this Agreement and refund to the Fund any pre-paid charges relating to the Software or Services.

(c) THIS SECTION 5.1 STATES THE CUSTODIAN'S SOLE OBLIGATION, AND THE FUND'S SOLE REMEDY, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT BY THE SOFTWARE OR SERVICES.

6. Security; Reliance; Unauthorized Use. The Fund will cause all persons utilizing the Software and System to treat all applicable user and authorization codes, passwords and authentication keys with extreme care, and it will establish internal control and safekeeping procedures to restrict the availability of the same to persons duly authorized to give Instructions. Custodian agrees that the Fund's investment advisor shall be entitled to use, install and/or access the Software for the benefit of the Fund, provided such investment advisor agrees in an executed writing delivered to Custodian to be bound by the terms of this Appendix. Custodian is hereby irrevocably authorized to act in accordance with and rely on Instructions received by it through the System. The Fund acknowledges that it is its sole responsibility to assure that only persons duly authorized use the System and that Custodian shall not be responsible nor liable for any unauthorized use thereof.

7. System Acknowledgments. Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.

8. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.

9. ENCRYPTION. The Fund acknowledges and agrees that encryption may not be available for every communication through the System, or for all data. The Fund agrees that Custodian may deactivate any encryption features at any time, without notice or liability to the Fund, for the purpose of maintaining, repairing or troubleshooting the System or the Software.

SCHEDULE A

Strategic Partners Style Specific Funds

Strategic Partners Large Capitalization Growth

Fund Strategic Partners Large Capitalization Value Fund

Strategic Partners Small Capitalization Value Fund

Strategic Partners Small Capitalization Growth Fund

Strategic Partners Total Return Fund

Strategic Partners International Equity Fund

Strategic Partners Opportunity Funds

Strategic Partners Mid Cap Value Fund

Strategic Partners Focused Growth Fund

Strategic Partners Focused Value Fund

Strategic Partners New Era Growth Fund

Strategic Partners Asset Allocation Funds

Strategic Partners Moderate Growth Fund

Strategic Partners High Growth Fund

Strategic Partners Conservative Growth Fund

SCHEDULE A (continued)

The Target Portfolio Trust

Large Capitalization Growth Portfolio

Large Capitalization Value Portfolio

Small Capitalization Growth Portfolio

Small Capitalization Value Portfolio

International Equity Portfolio

International Bond Portfolio

Total Return Bond Portfolio

Intermediate-Term Bond Portfolio

Mortgage-Backed Securities Portfolio

U.S. Government Money Market Portfolio

The High Yield Plus Fund, Inc.

EXHIBIT (H)(2)

AMENDMENT TO TRANSFER AGENCY
AND SERVICE AGREEMENT

This Amendment to the Transfer Agency and Service Agreement ("Amendment") by and between the Prudential and Strategic Partners Mutual Funds delineated on attached Exhibit A (a "Fund" or the "Funds") and Prudential Mutual Fund Services LLC (successor to Prudential Mutual Fund Services, Inc.) ("PMFS") is entered into as of September 4, 2002.

Whereas, the Funds and PMFS have entered into Transfer Agency and Service Agreements (the "Agreements") pursuant to which PMFS serves as transfer agent, dividend disbursing agent and shareholder servicing agent for the Funds; and

Whereas, the Funds and PMFS desire to amend the Agreements to reflect PMFS' ability to subcontract services to be performed under the Agreements to non-affiliated as well as affiliated service providers that may, in turn, subcontract such services to other service providers; and

Whereas, the Funds and PMFS desire to amend the Agreements to reflect PMFS's ability to enter into agreements with and pay, directly and indirectly, sub-accounting and record-keeping fees to non-affiliated service providers relating to shares held by beneficial owners through omnibus accounts maintained by PMFS; and

Whereas, the Funds and PMFS desire to amend the Agreements to reflect the Funds' agreement to reimburse PMFS for the above-referenced sub-accounting and record-keeping fees paid, directly or indirectly, to non-affiliated service providers.

Now, Therefore, for and in consideration of the continuation of the Agreement, and other good and valuable consideration, the Agreements are amended as follows:

1. Section 8.03 of the Agreements is replaced by the following new
Section 8.03:

8.03. PMFS may, in its sole discretion and without further consent by the Fund, subcontract, in whole or in part, for the performance of its obligations and duties hereunder with any person or entity including but not limited to: (i) Prudential Securities Incorporated (Prudential Securities), a registered broker-dealer, (ii) The Prudential Insurance Company of America (Prudential), (iii) Pruco Securities Corporation, a registered broker-dealer, (iv) any Prudential Securities or Prudential subsidiary or affiliate duly registered as a broker-dealer and/or a transfer agent pursuant to the 1934 Act, (v) any other Prudential Securities or Prudential affiliate or subsidiary otherwise lawfully permitted to perform the services subcontracted hereunder, or (vi) any non-affiliated entity duly registered as a broker-dealer and/or transfer agent or otherwise lawfully permitted to perform the services subcontracted hereunder. It is understood that Prudential may, in turn, subcontract, in whole or in part, the performance of its obligations and duties hereunder to another entity lawfully permitted to perform such obligations and duties.

2. Section 8.04 of the Agreements is replaced by the following new
Section 8.04:

8.04. PMFS may enter into agreements with any person or entity referenced in Section 8.03 hereof whereby PMFS will maintain an omnibus account and the Fund will reimburse PMFS for amounts paid by PMFS to any such entity (i) in an amount not in excess of the annual maintenance fee for each beneficial shareholder account and transactional fees and expenses with respect to such beneficial shareholder account or (ii) an asset-based fee, as if each beneficial shareholder account were maintained by PMFS on the Fund's records, subject to the fee schedule attached hereto as Schedule A. Such entities shall maintain records relating to each beneficial shareholder account that underlies the omnibus account maintained by PMFS.

3. Schedule A to the Agreement is replaced by the new Schedule A attached hereto as Exhibit B.

In Witness Whereof, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

PRUDENTIAL AND STRATEGIC PARTNERS                 PRUDENTIAL MUTUAL FUND
MUTUAL FUNDS (AS LISTED ON                        SERVICES LLC
ATTACHED EXHIBIT A)

By: /s/ Robert F. Gunia                           By:  /s/ Hansjerg P. Schlenker
    -------------------                                -------------------------
    Robert F. Gunia                                    Hansjerg P. Schlenker
    Vice President                                     Vice President


Attest: /s/ Marguerite E.H. Morrison              Attest: /s/ William V. Healey
        ----------------------------                      ---------------------
        Marguerite E.H. Morrison, Secretary               William V. Healey
        or Assistant Secretary                            Secretary

Exhibit (J)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated April 21, 2003, relating to the financial statements and financial highlights which appear in the February 28, 2003 Annual Reports to Shareholders of Strategic Partners Opportunity Funds (consisting of Strategic Partners Focused Growth Fund, Strategic Partners Focused Value Fund, Strategic Partners New Era Growth Fund and Strategic Partners Mid-Cap Value Fund), which are 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
April 25, 2003

Exhibit(p)(1)

PRUDENTIAL MUTUAL FUNDS
(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

Prudential Financial, Inc.- For Internal Use Only

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.

Prudential Financial, Inc.- For Internal Use Only

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 Reinvestment Plans      17
          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 and Withholding"   22
          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

Prudential Financial, Inc.- For Internal Use Only

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

Prudential Financial, Inc.- For Internal Use Only

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

Prudential Financial , Inc.- For Internal Use Only

(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.

Example:
. When telling a Prudential analyst certain information about the company, a company representative gives indication that the information may be nonpublic by 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).

Prudential Financial , Inc.- For Internal Use Only

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 Trading3

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;

Prudential Financial , Inc.- For Internal Use Only

. 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.

Prudential Financial, Inc.- For Internal Use Only

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

Prudential Financial, Inc. - For Internal Use Only

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

Prudential Financial, Inc. - For Internal Use Only

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

Prudential Financial, Inc. - For Internal Use Only

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

Prudential Financial, Inc.- For Internal Use Only

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.

Prudential Financial , Inc.- For Internal Use Only

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.

Prudential Financial , Inc.- For Internal Use Only

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

Prudential Financial, Inc.- For Internal Use Only

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

Prudential Financial, Inc.- For Internal Use Only

Investment personnel are prohibited from purchasing initial public offerings of securities. For purposes of this policy (and consistent with the 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

Prudential Financial, Inc.- For Internal Use Only

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.

Prudential Financial, Inc.- For Internal Use Only

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.

Prudential Financial, Inc.- For Internal Use Only

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/

Prudential Financial, Inc.- For Internal Use Only

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

Prudential Financial, Inc.- For Internal Use Only

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

Prudential Financial, Inc.- For Internal Use Only

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

Prudential Financial, Inc.- For Internal Use Only

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.

Prudential Financial, Inc. - For Internal Use Only

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.

Dated 9/4/02

Prudential Financial, Inc. - For Internal Use Only

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

Prudential Financial, Inc. - For Internal Use Only

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

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

Prudential Financial, Inc.- For Internal Use Only

====================================================================================================================================
   Investment Category/                 Sub-Category                      Reportable                     Comments
          Method                                                           (Yes/No)

====================================================================================================================================
           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.
------------------------------------------------------------------------------------------------------------------------------------

Prudential Financial, Inc.- For Internal Use Only

                                       24

                                                                       Exhibit 4

                      INDEX OPTIONS ON A BROAD-BASED INDEX

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

Prudential Financial, Inc.- For Internal Use Only

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).

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

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

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

Prudential Financial, Inc.- For Internal Use Only

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).

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

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

Prudential Financial, Inc.- For Internal Use Only

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.

Part I - Information on Individual Requesting Preclearance:

Name: ________________________ Phone #:______________ Fax #: ________________

Department:___________________ Division:___________________________

Are you currently aware of any material, non-public information regarding Prudential Financial? _____

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.)

Account in which transaction will take place: Brokerage Firm___________________ Account No. _____________________ Comments: _________________________________________________________________

Part III - Information To Be Completed by Section 16 Insiders Only:

Have you traded the same or equivalent security for your personal account, accounts in which you have a beneficial interest, such as accounts of your spouse or family members, or accounts over which you maintain investment discretion within the past six months? If yes, Compliance may contact you for additional information. _______________

Comments: ______________________________________________________________________

Part IV - Compliance Response:

APPROVED: ____ DENIED:_____ REVIEWER:___________ DATE/TIME:____________

Comments: ______________________________________________________________________

Prudential Financial, Inc.- For Internal Use Only

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       Option Strategy             Employee Owns Prudential Stock*
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Buy Calls                       NOT PERMITTED

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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.

Prudential Financial, Inc.- For Internal Use Only

CALAMOS ASSET MANAGEMENT, INC.

CALAMOS FINANCIAL SERVICES, INC.

CALAMOS INVESTMENT TRUST

CALAMOS ADVISORS TRUST

CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND

CALAMOS CONVERTIBLE AND HIGH INCOME FUND

CODE OF ETHICS

ADOPTED MARCH 19, 2003

The philosophy of Calamos Asset Management, Inc. (CAM) and Calamos Financial Services, Inc. (CFS) is to avoid any conflict of interest, or the appearance of any conflict of interest, between the investment activities of any investment client of CAM, including Calamos Investment Trust, Calamos Advisors Trust, Calamos Convertible Opportunities and Income Fund and Calamos Convertible and High Income Fund (collectively referred to as "Clients") and the personal investment transactions of the directors, officers and employees of CAM and CFS.

This Code of Ethics establishes standards and procedures for the detection and prevention of certain conflicts of interest, including activities by which persons having knowledge of the investments and investment intentions of Clients might take advantage of that knowledge for their own benefit. Implementation and monitoring of those standards inevitably places some restrictions on the freedom of the investment activities of those people.

This Code of Ethics has been adopted by CAM, CFS, Calamos Investment Trust, Calamos Advisors Trust, Calamos Convertible Opportunities and Income Fund and Calamos Convertible and High Income Fund (each of Calamos Investment Trust, Calamos Advisors Trust, Calamos Convertible Opportunities and Income Fund and Calamos Convertible and High Income Fund being referred to herein as a "Trust") to meet those concerns and the legal requirements imposed by, among other things, Rule 17j-1 under the Investment Company Act of 1940. A copy of Rule 17j-1 is attached as Appendix A. Any questions about the Code or about the applicability of the Code to a personal securities transaction should be directed to the Chief Compliance Officer or, in his or her absence, the President of CAM.

I. STATEMENT OF PRINCIPLE

General Prohibitions. The Investment Company Act and rules thereunder make it illegal for any person covered by the Code, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by a Trust, to:

A. employ any device, scheme or artifice to defraud a Trust;

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

C. engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon a Trust; or

D. engage in any manipulative practice with respect to a Trust.

Similarly, CAM and each person covered by the Code owe a duty of loyalty to all the accounts served by CAM. As such, they have a duty to place the interests of their respective Clients and shareholders of a Trust ahead of their own interests. In furtherance of this basic principle, all persons covered by the Code (i) must adhere to the Code of Ethics to avoid actual or potential conflicts of interest or abuse of such person's position of trust and responsibility and (ii) not take inappropriate advantage of their position.

Personal Securities Transactions. This Code regulates personal securities transactions as a part of the effort by CAM, CFS and the Trusts, to detect and prevent conduct that might violate the general prohibitions outlined above. A personal securities transaction is a transaction in a security in which the person subject to this Code has a beneficial interest.

. Security is interpreted very broadly for this purpose, and includes notes, stocks, bonds, debentures, investment contracts, limited partnership interests, and any right to acquire any security (an option or warrant or convertible security, for example).

. You have a beneficial interest in a security that you own individually, jointly, or as a guardian, executor or trustee, or in which you or your spouse or minor children or other dependents living in your household, have an interest. "Beneficial interest" is defined in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. A copy of Rule 16a-1(a), is attached as Appendix B and examples of beneficial interest are attached as Appendix C.

In any situation where the potential for conflict exists, transactions for a Client must take precedence over any personal transaction. The people subject to this Code owe a duty to their Clients to conduct their personal securities transactions in a manner that does not interfere with the portfolio transactions of the Client, otherwise take inappropriate advantage of their relationship to the Client or create any actual or potential conflict of interest between their interests and the interests of the Client.

Situations not specifically governed by this Code of Ethics will be resolved in light of this general principle.

II. HOW THE CODE'S RESTRICTIONS APPLY

The restrictions on personal securities transactions in Section III and the compliance procedures in Section VII differentiate among groups of people based on their positions and responsibilities with CAM, CFS and the Trust. The groups are: Investment Persons, Access Persons and Outside Trustees.

A. Investment Persons are those who make, or participate in making, investment decisions or recommendations for Clients, or who, in connection with their regular functions or duties with CAM or CFS, make, participate in, or obtain information regarding the purchase or sale of securities by a Client. Investment Persons are:

. each CAM portfolio manager;

. each analyst working for CAM;

. support staff of CAM working directly with portfolio managers and analysts;

. each trader of CAM; and

. CFS and CAM.

B. Access Persons are those directors, officers and employees of CAM, CFS or a trust who are not Investment Persons or Outside Trustees.

C. Outside Trustees are those trustees of a Trust who are not "interested persons" of a Trust.

III. RESTRICTIONS ON PERSONAL SECURITIES TRANSACTIONS

A. No Transactions with Clients. No Investment Person, Access Person or Outside Trustee shall knowingly sell to or purchase from a Client any security or other property except securities issued by that Client.

B. No Conflicting Transactions. No Investment Person, Access Person or Outside Trustee shall purchase or sell for his or her own personal account and benefit, or for the account and benefit of any relative, any security that the person knows or has reason to believe is being purchased or sold or considered for purchase or sale by a Client, until the Client's transactions have been completed or consideration of such transactions has been abandoned.

NOTE: Restrictions C through F below do not apply to the Outside Trustees.

C. Initial Public Offerings. No Investment Person or Access Person shall acquire any security in an initial public offering.

D. Private Placements. No Investment Person or Access Person shall acquire any security in a private placement without the express written prior approval of the President or Managing Director of CAM. In deciding whether that approval should be granted, consideration will be given to whether the investment opportunity should be reserved for Clients and whether the opportunity has been offered because of the person's relationship with CAM or its Clients. An Investment Person who has been authorized to acquire a security in a private placement must disclose that investment if he or she later participates in consideration of an investment in that issuer for a Client's account. Any investment decision for the Client relating to that security must be made by other Investment Persons.

E. Short-term Trading. No Investment Person may profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 days if the same (or equivalent) securities have been held by a Client during such 60-day period. Any profit so realized will be required to be donated to a charitable organization selected by CAM.

IV. GIFTS

Receipt by an Investment Person or Access Person of a gift of substantial value (more than $100), a cash payment in any amount, a preferred personal investment opportunity, or other thing of more than de minimis value from any person or entity that does business, or is seeking to do business, with or on behalf of a Client, CAM or CFS, including a broker-dealer or security issuer, poses a potential conflict of interest and is prohibited.

It is not the intent of this Code to prohibit the ordinary courtesies of business life, such as token gifts or modest entertainment incidental to a business relationship.

V. SERVICE AS A DIRECTOR

No Investment Person or Access Person may serve as a member of the board of directors or trustees of any publicly-held company without the prior written approval of the President or the Chief Compliance Officer, based on a determination that the board service would not be inconsistent with the interests of the Clients of CAM. If an Investment Person is serving as a board member, that Investment Person shall not participate in making investment decisions relating to the securities of the company on whose board he or she sits.

VI. INSIDE INFORMATION

Securities laws and regulations prohibit the misuse of "inside" material non-public information regarding an issuer when trading or recommending securities of that issuer.

Inside information obtained by any Access Person or an Investment Person from any source must be kept strictly confidential. All inside information should be kept completely secure, and access to files and computer files containing such information should be restricted. Access Persons and Investment Persons shall not act upon or disclose inside information and shall report the information and any proposed trade in the issuer to whom the information relates immediately to the Chief Compliance Officer. After the Chief Compliance Officer has reviewed the issue, CAM will determine whether any trading restrictions apply and what action, if any, the firm should take.

Inside information may include, but is not limited to, knowledge of pending orders or research recommendations, corporate finance activity, mergers and acquisitions, and other material non-public information that could affect the price of a security. Trading during a tender offer represents a particular concern in the law of insider trading. Access Persons and Investment Persons should exercise particular caution any time they become aware of non-public information relating to a tender offer.

Client and Client account information is also confidential and must not be discussed with any individual whose responsibilities do not require knowledge of such information.

All questions and requests for assistance regarding confidential or inside information should be promptly directed to the Chief Compliance Officer.

VII. COMPLIANCE PROCEDURES

A. Blackout Periods. [See pre-clearance requirements in Section
VII. E. below] No personal securities transaction in which an Investment Person or an Access Person has a beneficial interest shall be executed if a Client (1) has a conflicting order pending or (2) is actively considering a purchase or sale of the same security. A conflicting order is any order for the same security, or an option on that order, that has not been fully executed. A purchase of a security is being "actively considered" (a) when a recommendation to purchase or sell has been made for the Client and is pending or (b) with respect to the person making the recommendation, when that person is seriously considering making the recommendation.

Absent extraordinary circumstances, a personal securities transaction shall not be executed until the fifth business day after completion of any transaction for a Client.

B. Disclosure of Personal Holdings. Each Investment Person and Access Person shall disclose to the Chief Compliance Officer securities holdings in which he or she has a beneficial interest (not including shares of open-end investment companies (mutual funds), direct obligations of

the U.S. government (U.S. treasury bills, notes and bonds), and money market instruments, including bank certificates of deposit, bankers' acceptances, commercial paper and repurchase agreements) no later than ten days after commencement of employment with CAM or CFS (or upon the adoption of this Code) and annually thereafter as of December 31 of each year. Annual reports shall be delivered to the Chief Compliance Officer no later than January 30 of the following year. The initial holdings and annual holdings reports shall contain the following information:

. title and number of shares, or principal amount, interest rate and maturity date (if applicable), of each security held beneficially;

. the name of any broker, dealer, bank or custodian with or through which an account is maintained in which the person has a beneficial interest; and

. the date the report is submitted.

C. Reporting Personal Securities Transactions.

1. An Outside Trustee shall report in writing to the Chief Compliance Officer, within ten days after the end of the calendar quarter in which a transaction occurred, any personal transaction in a security that the Outside Trustee, at the time of the transaction, knew, or in the ordinary course of fulfilling his or her duties as a trustee should have known, that on the day of the transaction or within 15 days before or after that day a purchase or sale of that security was made by or considered for the Trust.

2. Each Access Person and Investment Person shall (i) identify to CAM and CFS any brokerage or other account in which he or she has a beneficial interest and (ii) instruct the broker or custodian to deliver to CAM's Chief Compliance Officer duplicate confirmations of all transactions and duplicate monthly statements.

3. Each Access Person and Investment Person shall report all personal securities transactions during a quarter to the Chief Compliance Officer no later than ten days after the end of the quarter. Quarterly transaction reports shall include the following information:

For each transaction:

. the date of the transaction;

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

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

. the price at which the transaction was effected;

. the name of the broker, dealer or bank with or through which the transaction was effected; and

. the date the report is submitted.

In addition, for each account established during the month in which securities are held for the benefit of an Investment Person or Access Person, the quarterly report shall include:

. the name of the broker, dealer or bank with whom the account was established;

. the date the account was established; and

. the date the report is submitted.

4. For Investment Persons and Access Persons who choose to execute all personal securities transactions through CFS, CFS will provide to CAM's Chief Compliance Officer information about transactions in the accounts of persons subject to this Code who have accounts with CFS.

5. Reports relating to the personal securities transactions of the Chief Compliance Officer shall be delivered to the President of CAM.

D. Form of Reports. Reports of personal securities transactions may be in any form (including copies of confirmations or monthly statements) but must include the information required by Section VII.C.3.

E. Pre-clearance of Personal Securities Transactions. No Investment Person or Access Person shall engage in a personal securities transaction unless the transaction shall have been approved in advance by any one of the President, the Managing Director, Research and Portfolio Management, or the Chief Compliance Officer of CAM, none of whom may approve his or her own transactions. In addition, the personal securities transactions of the President and Managing Director, Research and Portfolio Management must be approved in advance by the Chief Compliance Officer. Each approval shall be in writing and shall be forwarded to Compliance to be filed in the employee's trading files and retained for a period of three years.

If preclearance is granted, the individual must execute his or her trade within the period of time indicated by the approving person on the preclearance form, which period of time shall not exceed one business day from the day on which preclearance is granted. (Limit orders, which have been precleared and placed within this time limit, need not be precleared on subsequent days so long as the terms of the order have not changed.)

F. Monitoring of Transactions. CAM's Chief Compliance Officer will monitor the trading patterns of Investment Persons and Access Persons.

G. Certification of Compliance. Each Investment Person and Access Person is required to certify annually that (i) he or she has read and understands the Code, (ii) recognizes that he or she is subject to the Code, and (iii) he or she has disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The Chief Compliance Officer shall annually distribute a copy of the Code and request certification by all covered persons and shall be responsible for ensuring that all personnel comply with the certification requirement.

Each Investment Person and Access Person who has not engaged in any Personal Securities Transaction during the preceding year for which a report was required to be filed pursuant to the Code shall include a certification to that effect in his or her annual certification.

H. Report to Trusts' Board. The officers of each Trust shall prepare an annual report to the board of each Trust that:

. summarizes existing procedures concerning personal investing and any changes in those procedures during the past year;

. describes issues that arose during the previous year under the Code or procedures concerning personal investing, including but not limited to information about material violations of the Code and sanctions imposed;

. certifies to the board that the Trust has adopted procedures reasonably necessary to prevent its Investment Persons and Access Persons from violating the Code; and

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

VIII. EXEMPT TRANSACTIONS

(a) The provisions of this Code are intended to restrict the personal investment activities of persons subject to the Code only to the extent necessary to accomplish the purposes of the Code. Therefore, the provisions of Sections III and VII of this Code shall not apply to:

A. Purchases or sales effected in any account over which the persons subject to this Code have no direct or indirect influence or control;

B. Purchases or sales of:

1. U.S. government securities;

2. shares of open-end investment companies (mutual funds, including money market funds), including but not limited to shares of any Trust portfolio; and

3. bank certificates of deposit or commercial paper.

C. Purchases or sales that are non-volitional on the part of either the person subject to this Code or the Client;

D. Purchases that are part of an automatic dividend reinvestment plan; and

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

(b) Discretionary Accounts of Outside Trustees

Purchases and sales of securities in an account in which an Outside Trustee has a beneficial interest shall not be subject to the prohibitions of Section VII if the account is managed by someone other than the Outside Trustee and the Outside Trustee did not have knowledge of the transactions until after they had been executed, provided the Outside Trustee has previously identified the account to CAM's Chief Compliance officer.

(c) De Minimis Exception. Purchases or sales in an amount less than $10,000 in a security that has a market capitalization of at least $5 billion are exempt from the prohibitions of Section III. and Section VII.A. of this Code, and are exempt from the pre-clearance requirements of Section VII.E. (However, please note that trades falling within this de minimis exception must be reported pursuant to Sections VII.B., VII.C. and VII.D. of this code).

(d) Under unusual circumstances, such as a personal financial emergency, employee stock ownership plans, stock option plans and certain personal trusts, or when it is determined that no conflict of interest or other breach of duty is involved,

application for an exemption to make a transaction may be made to the Chief Compliance Officer, which application may be denied or granted. To request consideration of an exemption, submit a written request containing details on your circumstances, reasons for the exception and exception requested. The Chief Compliance Officer may, in unusual circumstances, approve exceptions from the Code of Ethics applicable to an individual, based on the unique circumstances of such individual and based on a determination that the exceptions can be granted
(i) consistent with the individual's fiduciary obligations to Clients and (ii) pursuant to procedures that are reasonably designed to avoid a conflict of interest for the individual. Any such exceptions shall be subject to such additional procedures, reviews and reporting as determined appropriate by the Chief Compliance Officer in connection with granting such exception. Any such exceptions will be reported to the Board of Directors of CAM at the meeting of the Board of Directors immediately following the grant of such exception, and such Board of Directors shall have the power to revoke or modify any such exceptions prospectively.

IX. CONSEQUENCES OF FAILURE TO COMPLY WITH THE CODE

Compliance with this Code of Ethics is a condition of employment of CAM and CFS and retention of positions with the Trusts. Taking into consideration all relevant circumstances, management of CAM will determine what action is appropriate for any breach of the provisions of the Code by an Investment Person or Access Person. Possible actions include letters of sanction, suspension or termination of employment or removal from office.

The board of a Trust will determine what action is appropriate for any breach of the provisions of the Code by an Outside Trustee of the Trust, which may include removal from the board.

Reports filed pursuant to the Code will be maintained in confidence but will be reviewed by CAM, CFS or the Trust in order to verify compliance with the Code. Additional information may be required to clarify the nature of particular transactions.

X. RETENTION OF RECORDS

The Secretary of CAM shall maintain the records listed below for a period of five years at CAM's principal place of business in an easily accessible place:

A. a list of all persons subject to the Code during the period;

B. receipts signed by all persons subject to the Code acknowledging receipt of copies of the Code and acknowledging that they are subject to it;

C. a copy of each code of ethics that has been in effect at any time during the period;

D. a copy of each report filed pursuant to this Code and a record of any known violation and action taken as a result thereof during the period; and

E. records evidencing prior approval of, and the rational supporting, an acquisition by an Investment Person or an Access Person of securities in a private placement.

ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
FOR EMPLOYEES AND OFFICERS OF
CALAMOS ASSET MANAGEMENT, INC.,
CALAMOS FINANCIAL SERVICES, INC.,
CALAMOS INVESTMENT TRUST,
CALAMOS ADVISORS TRUST,
CALAMOS CONVERTIBLE OPPORTUNITIES AND INCOME FUND AND
CALAMOS CONVERTIBLE AND HIGH INCOME FUND

Code of Ethics. Calamos Asset Management, Inc. ("CAM"), Calamos Financial Services, Inc. ("CFS") and Calamos Investment Trust, Calamos Advisors Trust, Calamos Convertible Opportunities and Income Fund and Calamos Convertible and High Income Fund (each, a "Trust") have adopted a written Code of Ethics (the "Code") to avoid potential conflicts of interest by their personnel. A copy of the Code is attached to this letter. As a condition of your continued employment with CAM or CFS or the retention of your position, if any, as an officer of a Trust, you are required to read, understand and abide by the Code.

Compliance Program. The Code requires that all personnel furnish to the Chief Compliance Officer information regarding any investment account in which you have a "beneficial interest." You are also required to furnish to the Chief Compliance Officer copies of your monthly or quarterly account statements, or other documents, showing all purchases or sales of Securities in any such account, or which are effected by you or for your benefit, or the benefit of any member of your household. Additionally, you are required to furnish a report of your personal Securities holdings within 10 days of commencement of your employment with CAM or CFS and annually thereafter. These requirements apply to any investment account, such as an account at a brokerage house, trust account at a bank, custodial account or similar types of accounts.

This compliance program also requires that you report any contact with any Securities issuer, government or its personnel, or others, that, in the usual course of business, might involve inside or material non-public information. You must bring to the attention of the Chief Compliance Officer any information you receive from any source which might be insider or material non-public information.

Any questions concerning the Code should be directed to the Chief Compliance Officer.

I affirm that I have read and understand the Code. I agree to the terms and conditions set forth in the Code.

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        Signature                                         Date

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        Print Name

ANNUAL AFFIRMATION OF COMPLIANCE
FOR EMPLOYEES AND OFFICERS OF
CALAMOS ASSET MANAGEMENT, INC.,
CALAMOS FINANCIAL SERVICES, INC.,
CALAMOS INVESTMENT TRUST,
CALAMOS ADVISORS TRUST,
CALAMOS CONVERTIBLE OPPORTUNTIES AND INCOME FUND AND
CALAMOS CONVERTIBLE AND HIGH INCOME FUND

I affirm that:

1. I have again read and, during the past year to the best of my knowledge, have complied with the Code of Ethics ("Code").

2. I have provided to the Chief Compliance Officer the names and addresses of each investment account that I had with any firm, including, but not limited to, broker-dealers, banks and others.
(List of known accounts attached.)

3. I have provided to the Chief Compliance Officer copies of account statements or other reports showing each and every transaction in any security in which I have a beneficial interest, as defined in the Code, during the most recently ended calendar year;

or

During the most recent calendar year there were no transactions in any security in which I had a beneficial interest required to be reported pursuant to the Code.

4. I have provided to the Chief Compliance Officer a report of securities holdings in which I had a beneficial interest as of the end of the most recent calendar year, including all required information for each security in which I have any direct or indirect beneficial ownership.

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        Signature                                         Date

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        Print Name

ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
FOR OUTSIDE TRUSTEES OF
CALAMOS INVESTMENT TRUST, CALAMOS ADVISORS TRUST,
CALAMOS CONVERTIBLE OPPORTUNTIES AND INCOME FUND
AND CALAMOS CONVERTIBLE AND HIGH INCOME FUND

Code of Ethics. Calamos Asset Management, Inc. ("CAM"), Calamos Financial Services, Inc. ("CFS") and Calamos Investment Trust, Calamos Advisors Trust, Calamos Convertible Opportunities and Income Fund and Calamos Convertible and High Income Fund (each, a "Trust") have adopted a written Code of Ethics (the "Code") to avoid potential conflicts of interest by the outside trustees of each Trust and personnel of CAM and CFS. A copy of the Code is attached to this letter. As a condition of the retention of your position as a trustee, you are required to read, understand and abide by the Code.

Any questions concerning the Code should be directed to the Chief Compliance Officer.

I affirm that I have read and understand the Code of Ethics ("Code"). I agree to the terms and conditions set forth in the Code.

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        Signature                                         Date

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        Print Name

                                                                      APPENDIX A

SECTION 270.17j-1 PERSONAL INVESTMENT ACTIVITIES OF INVESTMENT COMPANY PERSONNEL.

(a) Definitions. For purposes of this section:

(1) Access Person means:

(i) Any director, officer, general partner or Advisory Person of a Fund or of a Fund's investment adviser.

(A) If an investment adviser is primarily engaged in a business or businesses other than advising Funds or other advisory clients, the term Access Person means any director, officer, general partner or Advisory Person of the investment adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund.

(B) An investment adviser is "primarily engaged in a business or businesses other than advising Funds or other advisory clients" if, for each of its most recent three fiscal years or for the period of time since its organization, whichever is less, the investment adviser derived, on an unconsolidated basis, more than 50 percent of its total sales and revenues and more than 50 percent of its income (or loss), before income taxes and extraordinary items, from the other business or businesses.

(ii) Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

(2) Advisory Person of a Fund or of a Fund's investment adviser means:

(i) Any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

(ii) Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

(3) Control has the same meaning as in section 2(a)(9) of the Act
[15 U.S.C. 80a-2(a)(9)].

(4) Covered Security means a security as defined in section 2(a)(36) of the Act [15 U.S.C. 80a-2(a)(36)], except that it does not include:

APPENDIX A

(i) Direct obligations of the Government of the United States;

(ii) Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

(iii) Shares issued by open-end Funds.

(5) Fund means an investment company registered under the Investment Company Act.

(6) An Initial Public Offering means an offering of securities registered under the Securities Act of 1933 [15 U.S.C. 77a], 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 [15 U.S.C. 78m or 78o(d)].

(7) Investment Personnel of a Fund or of a Fund's investment adviser means:

(i) Any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) 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 the Fund.

(ii) Any natural person who controls the Fund or investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

(8) A 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) [15 U.S.C. 77d(2) or 77d(6)] or pursuant to rule 504, rule 505, or rule 506 [17 CFR 230.504, 230.505, or 230.506] under the Securities Act of 1933.

(9) Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.

(10) Security Held or to be Acquired by a Fund means:

(i) Any Covered Security which, within the most recent 15 days:

(A) Is or has been held by the Fund; or

(B) Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and

(ii) Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (a)(10)(i) of this section.

(b) Unlawful Actions. It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

(1) To employ any device, scheme or artifice to defraud the Fund;

APPENDIX A

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

(3) To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

(4) To engage in any manipulative practice with respect to the Fund.

(c) Code of Ethics.

(1) Adoption and Approval of Code of Ethics.

(i) Every Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and each investment adviser of and principal underwriter for the Fund, must adopt a written code of ethics containing provisions reasonably necessary to prevent its Access Persons from engaging in any conduct prohibited by paragraph (b) of this section.

(ii) The board of directors of a Fund, including a majority of directors who are not interested persons, must approve the code of ethics of the Fund, the code of ethics of each investment adviser and principal underwriter of the Fund, and any material changes to these codes. The board must base its approval of a code and any material changes to the code on a determination that the code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by paragraph (b) of this section. Before approving a code of a Fund, investment adviser or principal underwriter or any amendment to the code, the board of directors must receive a certification from the Fund, investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent Access Persons from violating the investment adviser's or principal underwriter's code of ethics. The Fund's board must approve the code of an investment adviser or principal underwriter before initially retaining the services of the investment adviser or principal underwriter. The Fund's board must approve a material change to a code no later than six months after adoption of the material change.

(iii) If a Fund is a unit investment trust, the Fund's principal underwriter or depositor must approve the Fund's code of ethics, as required by paragraph
(c)(1)(ii) of this section. If the Fund has more than one principal underwriter or depositor, the principal underwriters and depositors may designate, in writing, which principal underwriter or depositor must conduct the approval required by paragraph (c)(1)(ii) of this section, if they obtain written consent from the designated principal underwriter or depositor.

(2) Administration of Code of Ethics.

(i) The Fund, investment adviser and principal underwriter must use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.

(ii) No less frequently than annually, every Fund (other than a unit investment trust) and its investment advisers and principal underwriters must furnish to the Fund's board of directors, and the board of directors must consider, a written report that:

APPENDIX A

(A) Describes any issues arising under the code of
ethics or procedures since the last report to
the board of directors, including, but not
limited to, information about material
violations of the code or procedures and
sanctions imposed in response to the material
violations; and

(B) Certifies that the Fund, investment adviser or
principal underwriter, as applicable, has
adopted procedures reasonably necessary to
prevent Access Persons from violating the code.

(3) Exception for Principal Underwriters. The requirements of paragraphs (c)(1) and (c)(2) of this section do not apply to any principal underwriter unless:

(i) The principal underwriter is an affiliated person of the Fund or of the Fund's investment adviser; or

(ii) An officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund's investment adviser.

(d) Reporting Requirements of Access Persons.

(1) Reports Required. Unless excepted by paragraph (d)(2) of this section, every Access Person of a Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and every Access Person of an investment adviser of or principal underwriter for the Fund, must report to that Fund, investment adviser or principal underwriter:

(i) Initial Holdings Reports. No later than 10 days after the person becomes an Access Person, the following information:

(A) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

(B) The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

(C) The date that the report is submitted by the Access Person.

(ii) Quarterly Transaction Reports. No later than 10 days after the end of a calendar quarter, the following information:

(A) With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

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

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

APPENDIX A

(3) The price of the Covered Security at which the transaction was effected;

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

(5) The date that the report is submitted by the Access Person.

(B) With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(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.

(iii) Annual Holdings Reports. Annually, the following information (which information must be current as of a date no more than 30 days before the report is submitted):

(A) The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

(B) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

(C) The date that the report is submitted by the Access Person.

(2) Exceptions from Reporting Requirements.

(i) A person need not make a report under paragraph (d)(1) of this section with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

(ii) A director of a Fund who is not an "interested person" of the Fund within the meaning of section 2(a)(19) of the Act [15 U.S.C. 80a-2(a)(19)], and who would be required to make a report solely by reason of being a Fund director, need not make:

(A) An initial holdings report under paragraph
(d)(1)(i) of this section and an annual holdings report under paragraph (d)(1)(iii) of this section; and

(B) A quarterly transaction report under paragraph
(d)(1)(ii) of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.

APPENDIX A

(iii) An Access Person to a Fund's principal underwriter need not make a report to the principal underwriter under paragraph (d)(1) of this section if:

(A) The principal underwriter is not an affiliated person of the Fund (unless the Fund is a unit investment trust) or any investment adviser of the Fund; and

(B) The principal underwriter has no officer, director or general partner who serves as an officer, director or general partner of the Fund or of any investment adviser of the Fund.

(iv) An Access Person to an investment adviser need not make a quarterly transaction report to the investment adviser under paragraph (d)(1)(ii) of this section if all the information in the report would duplicate information required to be recorded under Sections 275.204-2(a)(12) or 275.204-2(a)(13) of this chapter.

(v) An Access Person need not make a quarterly transaction report under paragraph (d)(1)(ii) of this section if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund, investment adviser or principal underwriter with respect to the Access Person in the time period required by paragraph (d)(1)(ii), if all of the information required by that paragraph is contained in the broker trade confirmations or account statements, or in the records of the Fund, investment adviser or principal underwriter.

(3) Review of Reports. Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (d)(1) of this section must institute procedures by which appropriate management or compliance personnel review these reports.

(4) Notification of Reporting Obligation. Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (d)(1) of this section must identify all Access Persons who are required to make these reports and must inform those Access Persons of their reporting obligation.

(5) Beneficial Ownership. For purposes of this section, beneficial ownership is interpreted in the same manner as it would be under
Section 240.16a-1(a)(2) of this chapter in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 [15 U.S.C. 78p] and the rules and regulations thereunder. Any report required by paragraph (d) of this section may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

(e) Pre-approval of Investments in IPOs and Limited Offerings. Investment Personnel of a Fund or its investment adviser must obtain approval from the Fund or the Fund's investment adviser before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering.

(f) Recordkeeping Requirements.

(1) Each Fund, investment adviser and principal underwriter that is required to adopt a code of ethics or to which reports are required to be made by Access Persons must, at its principal place of business, maintain records in the manner and to the extent set out in this paragraph (f), and must make these records available to the Commission or any

APPENDIX A

representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

(A) A copy of each code of ethics for the organization that is in effect, or at any time within the past five years was in effect, must be maintained in an easily accessible place;

(B) A record of any violation of the code of ethics, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

(C) A copy of each report made by an Access Person as required by this section, including any information provided in lieu of the reports under paragraph
(d)(2)(v) of this section, must be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

(D) A record of all persons, currently or within the past five years, who are or were required to make reports under paragraph (d) of this section, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; and

(E) A copy of each report required by paragraph (c)(2)(ii)

of this section must be maintained for at least five
years after the end of the fiscal year in which it is
made, the first two years in an easily accessible place.

(2) A Fund or investment adviser must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under paragraph (e), for at least five years after the end of the fiscal year in which the approval is granted.

APPENDIX B

REPORTS OF DIRECTORS, OFFICERS,

AND PRINCIPAL STOCKHOLDERS

RULE 16a-1(a)(2) UNDER THE SECURITIES EXCHANGE ACT OF 1934. DEFINITION OF TERMS.

Terms defined in this rule shall apply solely to Section 16 of the Act and the rules thereunder. These terms shall not be limited to Section 16(a) of the Act but also shall apply to all other subsections under Section 16 of the Act.

(a) The Term "beneficial owner" shall have the following applications:

(1) [Omitted]

(2) Other than for purposes of determining whether a person is a beneficial owner of more than 10 percent of any class of equity securities registered under Section 12 of the Act, the term "beneficial owner" shall mean any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities, subject to the following:

(i) The term "pecuniary interest" in any class of equity securities shall mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities.

(ii) The term "indirect pecuniary interest" in any class of equity securities shall include, but not be limited to:

(A) Securities held by members of a person's immediate family sharing the same household; provided however that the presumption of such beneficial ownership may be rebutted; see also Rule 161-1(a)(4);

(B) A general partner's proportionate interest in the portfolio securities held by a general or limited partnership. The general partner's proportionate interest, as evidenced by the partnership agreement in effect at the time of the transaction and the partnership's most recent financial statements, shall be the greater of (1) the general partner's share of the partnership's profits, including profits attributed to any limited partnership interests held by the general partner and any other interest in profits that arise from the purchase and sale of the partnership's portfolio securities; or
(2) the general partner's share of the partnership capital account, including the share attributable to any limited partnership interest held by the general partner.

(C) A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; provided however, that no pecuniary interest shall be present where: (1) the performance-related fee, regardless of when payable, is calculated based upon net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciary's overall

APPENDIX B

performance over a period of one year or more; and (2) equity securities of the issuer do not account for more than 10 percent of the market value of the portfolio. A right to nonperformance-related fee alone shall not represent a pecuniary interest in the securities;

(D) A person's right to dividends that is separated or separable from the underlying securities. Otherwise, a right to dividends alone shall not represent a pecuniary interest in the securities;

(E) A person's interest in securities held by a trust, as specified in Rule 16a-8(b); and

(F) A person's right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

(iii) A shareholder shall not be deemed to have a pecuniary interest in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity's portfolio.

APPENDIX C

EXAMPLES OF BENEFICIAL INTEREST

For purposes of the Code, you will be deemed to have a beneficial interest in a security if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Examples of beneficial ownership under this definition include:

. securities you own, no matter how they are registered, and including securities held for you by others (for example, by a custodian or broker, or by a relative, executor or administrator) or that you have pledged to another (as security for a loan, for example);

. securities held by a trust of which you are a beneficiary (except that, if your interest is a remainder interest and you do not have or participate in investment control of trust assets, you will not be deemed to have a beneficial interest in securities held by the trust);

. securities held by you as trustee or co-trustee, where either you or any member of your immediate family (i.e., spouse, children or descendants, stepchildren, parents and their ancestors, and stepparents, in each case treating a legal adoption as blood relationship) has a beneficial interest (using these rules) in the trust.

. securities held by a trust of which you are the settlor, if you have the power to revoke the trust without obtaining the consent of all the beneficiaries and have or participate in investment control;

. securities held by any partnership in which you are a general partner, to the extent of your interest in partnership capital or profits;

. securities held by a personal holding company controlled by you alone or jointly with others;

. securities held by (i) your spouse, unless legally separated, or you and your spouse jointly, or (ii) your minor children or any immediate family member of you or your spouse (including an adult relative), directly or through a trust, who is sharing your home, even if the securities were not received from you and the income from the securities is not actually used for the maintenance of your household; or

. securities you have the right to acquire (for example, through the exercise of a derivative security), even if the right is not presently exercisable, or securities as to which, through any other type of arrangement, you obtain benefits substantially equivalent to those of ownership.

APPENDIX C

You will not be deemed to have beneficial ownership of securities in the following situations:

. securities held by a limited partnership in which you do not have a controlling interest and do not have or share investment control over the partnership's portfolio; and

. securities held by a foundation of which you are a trustee and donor, provided that the beneficiaries are exclusively charitable and you have no right to revoke the gift.

These examples are not exclusive. There are other circumstances in which you may be deemed to have a beneficial interest in a security. Any questions about whether you have a beneficial interest should be directed to the Chief Compliance Officer of CAM.

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                   Stephen Stoneburn, Trustee
and Vice 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