As filed with the Securities and Exchange Commission on May 30, 2006

Investment Company Act Registration No. 811-09999

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

o

 

Pre-Effective Amendment No.      

o

 

Post-Effective Amendment No.      

o

 

and/or

 

 

REGISTRATION STATEMENT UNDER THE

 

 

INVESTMENT COMPANY ACT OF 1940

x

 

Amendment No. 8

x

 

(Check appropriate box or boxes)

DRYDEN CORE INVESTMENT FUND

(Exact name of registrant as specified in charter)

GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (973) 802-6469

Jonathan D. Shain
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102

(Name and Address of Agent for Service)

 




Dryden Core Investment Fund

Short-Term Bond Series

Short-Term Municipal Bond Series

National Municipal Money Market Series

Taxable Money Market Series

Government Money Market Series

Treasury Money Market Series

PROSPECTUS: May 30, 2006

Presently, only the Taxable Money Market Series and the Short-Term Bond Series are available for investment.

 

 

 

 

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the Fund’s shares nor has the SEC determined that this prospectus is complete or accurate. It is a criminal offense to state otherwise.

GRAPHIC




Table of Contents

Risk/Return Summary

 

4

Short-Term Bond Series:

 

 

Investment Objective and Principal Strategies

 

4

Principal Risks

 

4

Evaluating Performance

 

5

Fees and Expenses of the Series

 

5

Short-Term Municipal Bond Series:

 

 

Investment Objective and Principal Strategies

 

6

Principal Risks

 

6

Evaluating Performance

 

7

Fees and Expenses of the Series

 

7

National Municipal Money Market Series:

 

 

Investment Objective and Principal Strategies

 

8

Principal Risks

 

8

Evaluating Performance

 

9

Fees and Expenses of the Series

 

9

Taxable Money Market Series:

 

 

Investment Objective and Principal Strategies

 

9

Principal Risks

 

10

Evaluating Performance

 

10

Fees and Expenses of the Series

 

10

Government Money Market Series:

 

 

Investment Objective and Principal Strategies

 

11

Principal Risks

 

11

Evaluating Performance

 

12

Fees and Expenses of the Series

 

12

Treasury Money Market Series:

 

 

Investment Objective and Principal Strategies

 

13

Principal Risks

 

13

Evaluating Performance

 

13

Fees and Expenses of the Series

 

13

How the Fund Invests

 

14

Short-Term Bond Series: Investment Objective and Policies

 

14

Short-Term Municipal Bond Series: Investment Objective and Policies

 

15

National Municipal Money Market Series: Investment Objective and Policies

 

16

Taxable Money Market Series: Investment Objective and Policies

 

17

Government Money Market Series: Investment Objective and Policies

 

19

Treasury Money Market Series: Investment Objective and Policies

 

20

Other Investments and Strategies

 

21

Investment Risks

 

22

How the Fund is Managed

 

26

Board of Trustees

 

26

Manager

 

26

Investment Adviser

 

26

Distributor

 

27

Disclosure of Portfolio Holdings

 

27

2




 

Series Distributions and Tax Issues

 

27  

Distributions

 

27

Tax Issues

 

28

How to Buy and Sell Shares of the Series

 

28

How to Buy Shares

 

28

How to Sell Shares

 

28

NAV

 

28

Frequent Purchases and Redemption of Fund Shares

 

28

Financial Highlights

 

29

For More Information (Back Cover)

 

 

 

3




Risk/Return Summary

This prospectus provides information about the Dryden Core Investment Fund (the Fund), which consists of six separate series—the Short-Term Bond Series , the Short-Term Municipal Bond Series , the National Municipal Money Market Series , the Taxable Money Market Series , the Government Money Market Series  and the Treasury Money Market Series  (each, a Series). While the Series have some common attributes, each one has its own portfolio managers, investment objective and policies, performance information, and risks. Therefore, some sections of this prospectus deal with each Series separately, while other sections address two or more Series at the same time.

In sections that concern only one particular Series as identified in the section heading, “the Series” refers to that particular Series.

Shares of each Series are available for purchase only by investment companies managed by Prudential Investments LLC (PI) and certain current and future investment advisory clients of Prudential Investment Management, Inc. (PIM) that can rely on an Order issued by the Securities and Exchange Commission (the Commission) that permits their joint investment in the Series of the Fund. The Fund and its Series are managed in compliance with the terms and conditions of the Order.

Presently, only the Taxable Money Market Series and the Short-Term Bond Series are available for investment.

This section highlights key information about each Series. Additional information follows this summary.

SHORT-TERM BOND SERIES
INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is income consistent with relative stability of principal. This means we look for investments that we think will provide a high level of current income, but which are expected to experience minimal fluctuations in value. We normally invest at least 80% of the Series’ investable assets (net assets plus any borrowings made for investment purposes) in bonds. These securities will include money market obligations, bonds and other fixed income debt obligations such as U.S. Government securities (including U.S. Treasury bills, notes and bonds), mortgage-backed securities, asset-backed securities, foreign securities and other short-term debt obligations. The Series will invest primarily in debt obligations with a remaining average life of three years or less. While we make every effort to achieve our objective, we can’t guarantee success.

Principal Risks

Although we try to invest wisely, all investments involve risk. Since the Series invests primarily in debt obligations, there is the risk that the value of a particular obligation could go down. Debt obligations generally are subject to credit risk —the risk that the issuer may be unable to make principal and interest payments when they are due, as well as market risk —the risk that the securities could lose value because interest rates change or investors lose confidence in the ability of issuers in general to pay back their debt. The Series’ investment in asset-backed securities are also subject to prepayment risk —the risk that the underlying obligations may be prepaid, partially or completely, generally during times of falling interest rates, which could adversely affect yield and could require the Fund to reinvest in lower yielding obligations. Not all U.S. government securities are insured or guaranteed by the U.S. government, some are only insured or guaranteed by the issuing agency, which must rely on its own resources to repay the debt, and are subject to risk of default like private issuers.

There is also risk involved in the investment strategies we may use. The Series may use alternative investment strategies, such as derivatives, to attempt to improve the Series’ return or protect its assets. The

4




use of derivatives involves the investment adviser attempting to predict whether an underlying investment will go up or down at a future date. These derivative strategies may present above average risk. Derivatives may not fully match or offset the underlying positions and this could result in losses to the Series that would not otherwise have occurred. Using derivatives can be costly and derivatives can be volatile, possibly resulting in magnified losses and missed opportunities.

There is always the risk that investments will not perform as we thought they would. Like any mutual fund, an investment in the Series could lose value, and you could lose money.

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

Since its November 2005 launch date, the Series has invested in a diversified mix of asset-backed securities, short-term maturity corporate bonds and money market securities. In order to reduce potential net asset value volatility, the majority of these holdings have coupons which adjust prior to maturity on a periodic basis.

Risk/Return Summary

Evaluating Performance

A number of factors—including risk—affect how the Series performs. Past performance, before and after taxes, does not mean that the Series will achieve similar results in the future.

Fees and Expenses of the Series

These tables show the fees and expenses that you may pay if you buy and hold shares of the Short-Term Bond Series.

Shareholder Fees (paid directly from your investment)

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

 

None

 

Maximum deferred sales charge (load) (as a percentage of the lower of original purchase price or sale proceeds)

 

None

 

Maximum sales charge (load) imposed on reinvested dividends and other distributions

 

None

 

Redemption fees

 

None

 

Exchange fee

 

None

 

 

Annual Series Operating Expenses (deducted from Series’ assets)

Management fees*

 

.05

%

+ Distribution and service (12b-1) fees

 

None

 

+ Other expenses

 

.06

%

= Total annual series operating expenses

 

.11

%

–  Less Fee Waiver

 

.03

%

= Net annual Series operating expenses

 

.08

%


*             The Fund is not charged a management fee. The Manager is reimbursed for its costs and expenses. The amount indicated represents the costs and expenses recovered by the Manager during the Series’ most recent fiscal year.

The Manager of the Fund has agreed to reimburse the Fund in order to limit operating expenses (excluding interest, taxes, and brokerage commissions). The Manager will reimburse the Fund .035% of average daily net assets. If the Manager had not reimbursed the Fund, the expenses and the net

5




investment income ratios would have been .11% and 4.43%, respectively, for the period November 7, 2005 (commencement of investment operations) through January 31, 2006.

Example

This example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds.

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

 

 

1 YR

 

3 YRS

 

5 YRS

 

10 YRS

 

Short-Term Bond Series shares

 

 

$

11

 

 

 

$

35 

 

 

 

$

62   

 

 

 

$

141

 

 

 

SHORT-TERM MUNICIPAL BOND SERIES
INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is a high level of current income exempt from federal income taxes. To achieve our objective, we normally invest at least 80% of the Series’ investable assets (net assets plus any borrowings made for investment purposes) in bonds that are exempt from federal income taxes. These securities will include notes, general obligation and limited obligation or revenue bonds, as well as municipal bonds, all of which we collectively refer to as “municipal debt obligations.” General obligation bonds are secured by the municipal issuer’s pledge of its faith, credit and taxing power for payment of principal and interest. Revenue bonds rely on the revenues derived from a particular facility or class of facilities or from the proceeds of a special excise or other specific revenue source. Municipal notes include tax, revenue or bond anticipation notes, which are issued to obtain funds for various public purposes.

The Series may invest in municipal debt obligations of medium quality, that is, obligations of municipal issuers that possess adequate but not outstanding capacities to service their debt. The Series may invest, without limitation, in municipal debt obligations rated A and Baa by Moody’s Investors Service, Inc. and A and BBB by Standard & Poor’s Ratings Service, as well as municipal debt obligations that are not rated, but which the Series’ investment adviser deems to be of equivalent quality. The Series will invest primarily in municipal debt obligations that have a remaining average life of three years or less. The Series may also buy and sell financial futures and options on futures for the purpose of hedging its securities portfolio or to enhance the Series’ returns. While we make every effort to achieve our objective, we can’t guarantee success.

The interest on certain municipal debt obligations that we may purchase may be considered a preference item for purposes of the federal alternative minimum tax. This means that certain investors who receive distributions from the Series will be subject to federal income taxes on such distributions. Shareholders should consult with their tax advisers regarding the applicability of the federal alternative minimum tax.

Principal Risks

Although we try to invest wisely, all investments involve risk. Since the Series invests primarily in debt obligations, there is the risk that the value of a particular obligation could go down. Debt obligations are generally subject to credit risk —the risk that the issuer may be unable to make principal and interest payments when they are due, as well as market risk —the risk that the securities could lose value because interest rates change or investors lose confidence in the ability of issuers in general to pay back their debt. The Series’ investment in municipal asset-backed securities are also subject to prepayment risk —the risk that the underlying obligations may be prepaid, partially or completely, generally during times of falling

6




interest rates, which could adversely affect yield and could require the Series to reinvest in lower yielding obligations.

The value of medium quality municipal debt obligations is more likely to react to developments affecting credit or market risk than higher rated obligations.

There is also risk involved in the investment strategies we may use. The Series may use alternative investment strategies, such as derivatives , to attempt to improve the Series’ return or protect its assets. The use of derivatives involves the investment adviser attempting to predict whether an underlying investment will go up or down at a future date. These derivative strategies may present above average risk. Derivatives may not fully match or offset the underlying positions and this could result in losses to the Series that would not otherwise have occurred. Using derivatives can be costly and derivatives can be volatile, possibly resulting in magnified losses and missed opportunities.

There is always the risk that investments will not perform as we thought they would. Like any mutual fund, an investment in the Series could lose value, and you could lose money.

An investment in the Series is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency.

Risk/Return Summary

Evaluating Performance

A number of factors—including risk—affect how the Series performs. Past performance, before and after taxes, does not mean that the Series will achieve similar results in the future.

Fees and Expenses of the Series

These tables show the fees and expenses that you may pay if you buy and hold shares of the Short-Term Municipal Bond Series.

Shareholder Fees (paid directly from your investment)

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

 

None

 

Maximum deferred sales charge (load) (as a percentage of the lower of original purchase price or sale proceeds)

 

None

 

Maximum sales charge (load) imposed on reinvested dividends and other distributions

 

None

 

Redemption fees

 

None

 

Exchange fee

 

None

 

 

Annual Series Operating Expenses (deducted from Series’ assets)*

Management fees**

 

N/A

 

+ Distribution and service (12b-1) fees

 

None

 

+ Other expenses

 

N/A

 

= Total annual Series operating expenses

 

N/A


*    BECAUSE THIS SERIES IS NOT YET AVAILABLE FOR INVESTMENT, NO EXPENSE INFORMATION IS PROVIDED.

**         The Fund is not charged a management fee. The Manager is reimbursed for its costs and expenses.

7




Example

This example will help you compare the cost of investing in the Series with the cost of investing in other mutual funds.

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

 

 

1 YR

 

3 YRS

 

Short-Term Municipal Bond Series shares

 

N/A

 

N/A

 

 

NATIONAL MUNICIPAL MONEY MARKET SERIES
INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is current income exempt from federal income taxes, preservation of capital and the maintenance of liquidity . This means we look for investments that we think will provide a high level of tax-exempt current income. To achieve our objective, we normally invest at least 80% of the Series’ investable assets (net assets plus any borrowings made for investment purposes) in money market instruments that pay income exempt from federal income taxes. These securities include short-term debt obligations issued by state and local governments, municipal commercial paper, variable rate demand obligations, and municipal asset-backed securities. The Series will invest only in instruments that mature in thirteen months or less and which are denominated in U.S. dollars. While we make every effort to achieve our objective and maintain a net asset value of $1 per share, we can’t guarantee success.

The interest on certain municipal debt obligations that we may purchase may be considered a preference item for purposes of the federal alternative minimum tax. This means that certain investors who receive distributions from the Series will be subject to federal income taxes on such distributions. Shareholders should consult with their tax advisers regarding the applicability of the federal alternative minimum tax.

Principal Risks

Although we try to invest wisely, all investments involve risk. Since the Series invests in debt obligations, there is the risk that the value of a particular obligation could go down. Debt obligations are generally subject to credit risk —the risk that the issuer may be unable to make principal and interest payments when they are due, as well as market risk —the risk that the securities could lose value because interest rates change or investors lose confidence in the ability of issuers in general to pay back their debt. The Series’ investment in municipal asset-backed securities are also subject to prepayment risk —the risk that the underlying obligations may be prepaid, partially or completely, generally during times of falling interest rates, which could adversely affect yield and could require the Series to reinvest in lower yielding obligations.

There is also a risk that we will sell a security for a price that is higher or lower than the value attributed to the security through the amortized cost valuation procedures we follow in accordance with Rule 2a-7 of the Investment Company Act of 1940 (the 1940 Act). Such an event could affect our ability to maintain a net asset value (NAV) of $1 per share. Like any mutual fund, an investment in the Series could lose value, and you could lose money.

An investment in the Series is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency. Although the Series seeks to preserve a NAV of an investment at $1 per share, it is possible to lose money by investing in the Series.

8




Risk/Return Summary

Evaluating Perfor mance

A number of factors—including risk—affect how the Series performs. Past performance, before and after taxes, does not mean that the Series will achieve similar results in the future.

Fees and Expenses of the Series

These tables show the fees and expenses that you may pay if you buy and hold shares of the National Municipal Money Market Series.

Shareholder Fees (paid directly from your investment)

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

 

None

 

Maximum deferred sales charge (load) (as a percentage of the lower of original purchase price or sale proceeds)

 

None

 

Maximum sales charge (load) imposed on reinvested dividends and other distributions

 

None

 

Redemption fees

 

None

 

Exchange fee

 

None

 

 

Annual Series Operating Expenses (deducted from Series’ assets)*

Management fees**

 

N/A

 

+ Distribution and service (12b-1) fees

 

None

 

+ Other expenses

 

N/A

 

= Total annual Series operating expenses

 

N/A


*              BECAUSE THIS SERIES IS NOT YET AVAILABLE FOR INVESTMENT, NO EXPENSE INFORMATION IS PROVIDED.

**   The Fund is not charged a management fee. The Manager is reimbursed for its costs and expenses.

Example

This example will help you compare the cost of investing in the Series with the cost of investing in other mutual funds.

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

 

 

1 YR

 

3 YRS

 

National Municipal Money Market Series shares

 

N/A

 

N/A

 

 

TAXABLE MONEY MARKET SERIES
INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is current income consistent with the preservation of capital and the maintenance of liquidity . This means we look for investments that we think will provide a high level of current income. To achieve our objective, we invest in short-term money market instruments issued by the U.S. Government, its agencies and instrumentalities, commercial paper, asset-backed securities, funding agreements, variable rate demand notes, bills, notes and other obligations issued by banks, corporations

9




and other companies, and obligations issued by foreign banks, companies or governments. The Series will invest only in instruments that mature in thirteen months or less and which are denominated in U.S. dollars, and municipal notes. While we make every effort to achieve our objective and maintain a net asset value of $1 per share, we can’t guarantee success.

Principal Risks

Although we try to invest wisely, all investments involve risk. Since the Series invests in debt obligations, there is the risk that the value of a particular obligation could go down. Debt obligations are generally subject to credit risk —the risk that the issuer may be unable to make principal and interest payments when they are due, as well as market risk —the risk that the securities could lose value because interest rates change or investors lose confidence in the ability of issuers in general to pay back their debt. The Series’ investment in asset-backed securities, is also subject to prepayment risk —the risk that the underlying obligations are paid before they are due, the security may discontinue paying an attractive rate of income, which could adversely affect yield and could require the Series to reinvest in lower-yielding obligations. The Series’ investment in foreign securities involves additional risks. For example, foreign banks and companies generally are not subject to regulatory requirements comparable to those applicable to U.S. banks and companies. In addition, political developments and changes in currency rates may adversely affect the value of foreign securities. In all cases, however, we invest only in U.S. dollar-denominated securities. Not all U.S. government securities are insured or guaranteed by the U.S. government, some are only insured or guaranteed by the issuing agency, which must rely on its own resources to repay the debt, and are subject to risk of default like private issuers.

There is also a risk that we will sell a security for a price that is higher or lower than the value attributed to the security through the amortized cost valuation procedures we follow in accordance with Rule 2a-7 of the 1940 Act. Such an event could affect our ability to maintain a NAV of $1 per share. Like any mutual fund, an investment in the Series could lose value, and you could lose money.

An investment in the Series is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency. Although the Series seeks to preserve the value of an investment at $1 per share, it is possible to lose money by investing in the Series.

For the fiscal year ended January 31, 2006, the yields available on money market securities rose as the Federal Reserve hiked its benchmark Federal Funds rate in 25 basis point increments at each of the nine Federal Open Market Committee meetings during the period. In anticipation of these rate hikes, the Series regularly targeted maturities to these meeting dates in order to take advantage of the subsequently higher reinvestment yields. Furthermore, the Series also continued to accumulate variable rate securities, which are short-term bonds whose coupons reset at periodic intervals, and which tend to perform favorably when short-term interest rates are rising.

Risk/Return Summary

Evaluating Performance

A number of factors—including risk—affect how the Series performs. Past performance, before and after taxes, does not mean that the Series will achieve similar results in the future.

Fees and Expenses of the Series

These tables show the fees and expenses that you may pay if you buy and hold shares of the Taxable Money Market Series.

10




Shareholder Fees (paid directly from your investment)

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

 

None

 

Maximum deferred sales charge (load) (as a percentage of the lower of original purchase price or sale proceeds)

 

None

 

Maximum sales charge (load) imposed on reinvested dividends and other distributions

 

None

 

Redemption fees

 

None

 

Exchange fee

 

None

 

 

Annual Series Operating Expenses (deducted from Series’ assets)

Management fees*

 

0.01

%

+ Distribution and service (12b-1) fees

 

None

 

+ Other expenses

 

0.01

%

=Total annual Series operating expenses

 

0.02

%


*       The Fund is not charged a management fee. The Manager is reimbursed for its costs and expenses. The amount indicated represents the costs and expenses recovered by the Manager during the Series’ most recent fiscal year.

Example

This example will help you compare the cost of investing in the Series with the cost of investing in other mutual funds.

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

 

 

1 YR

 

3 YRS

 

5 YRS

 

10 YRS

 

Taxable Money Market Series shares

 

 

$

2

 

 

 

$

6

 

 

 

$

11

 

 

 

$

26

 

 

 

GOVERNMENT MONEY MARKET SERIES
INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is current income consistent with the preservation of capital and the maintenance of liquidity . This means we look for investments that we think will provide a high level of current income. We normally invest at least 80% of the Series’ investable assets (net assets plus any borrowings made for investment purposes) in money market instruments issued by the U.S. Government, its agencies and instrumentalities. These securities include mortgage-backed securities issued by U.S. Government agencies. The Series will invest only in instruments that mature in thirteen months or less and which are denominated in U.S. dollars. While we make every effort to achieve our objective and maintain a NAV value of $1 per share, we can’t guarantee success.

Principal Risks

Although we try to invest wisely, all investments involve risk. Since the Series invests in debt obligations, there is the risk that the value of a particular obligation could go down. Debt obligations of the U.S. Government are generally subject to market risk, the risk that the securities could lose value because of interest rate changes. Not all U.S. government securities are insured or guaranteed by the U.S. government, some are only insured or guaranteed by the issuing agency, which must rely on its own resources to repay the debt, and are subject to risk of default like private issuers.

11




There is also a risk that we will sell a security for a price that is higher or lower than the value attributed to the security through the amortized cost valuation procedures we follow in accordance with Rule 2a-7 of the 1940 Act. Such an event could affect our ability to maintain a NAV of $1 per share. Like any mutual fund, an investment in the Series could lose value, and you could lose money.

An investment in the Series is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency. Although the Series seeks to preserve a NAV of an investment at $1 per share, it is possible to lose money by investing in the Series.

Risk/Return Summary

Evaluating Performance

A number of factors—including risk—affect how the Series performs. Past performance, before and after taxes, does not mean that the Series will achieve similar results in the future.

Fees and Expenses of the Series

These tables show the fees and expenses that you may pay if you buy and hold shares of the Government Money Market Series.

Shareholder Fees (paid directly from your investment)

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

 

None

 

Maximum deferred sales charge (load) (as a percentage of the lower of original purchase price or sale proceeds)

 

None

 

Maximum sales charge (load) imposed on reinvested dividends and other distributions

 

None

 

Redemption fees

 

None

 

Exchange fee

 

None

 

 

Annual Series Operating Expenses (deducted from Series’ assets)*

Management fees**

 

N/A

 

+ Distribution and service (12b-1) fees

 

None

 

+ Other expenses

 

N/A

 

= Total annual Series operating expenses

 

N/A


*    BECAUSE THIS SERIES IS NOT YET AVAILABLE FOR INVESTMENT, NO EXPENSE INFORMATION IS PROVIDED.

**   The Fund is not charged a management fee. The Manager is reimbursed for its costs and expenses.

Example

This example will help you compare the cost of investing in the Series with the cost of investing in other mutual funds.

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

 

 

1 YR

 

3 YRS

 

Government Money Market Series shares

 

N/A

 

N/A

 

 

12




TREASURY MONEY MARKET SERIES
INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is current income consistent with the preservation of capital and the maintenance of liquidity . This means we look for investments that we think will provide a high level of current income. We normally invest at least 80% of the Series’ investable assets (net assets plus any borrowings made for investment purposes) in money market instruments issued by the U.S. Treasury, which are backed by the full faith and credit of the United States. The Series will invest only in instruments that mature in thirteen months or less. While we make every effort to achieve our objective and maintain a NAV of $1 per share, we can’t guarantee success.

Principal Risks

Although we try to invest wisely, all investments involve risk. Since the Series invests in debt obligations, there is the risk that the value of a particular obligation could go down. Debt obligations of the U.S. Treasury are generally subject to market risk —the risk that the securities could lose value because of interest rate changes.

There is also a risk that we will sell a security for a price that is higher or lower than the value attributed to the security through the amortized cost valuation procedures we follow in accordance with Rule 2a-7 of the 1940 Act. Such an event could affect our ability to maintain a NAV of $1 per share. Like any mutual fund, an investment in the Series could lose value, and you could lose money.

An investment in the Series is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency. Although the Series seeks to preserve a NAV of an investment at $1 per share, it is possible to lose money by investing in the Series.

Risk/Return Summary

Evaluating Performance

A number of factors—including risk—affect how the Series performs. Past performance, before and after taxes, does not mean that the Series will achieve similar results in the future.

Fees and Expenses of the Series

These tables show the fees and expenses that you may pay if you buy and hold shares of the Treasury Money Market Series.

Shareholder Fees (paid directly from your investment)

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

 

None

 

Maximum deferred sales charge (load) (as a percentage of the lower of original purchase price or sale proceeds)

 

None

 

Maximum sales charge (load) imposed on reinvested dividends and other distributions

 

None

 

Redemption fees

 

None

 

Exchange fee

 

None

 

 

Annual Series Operating Expenses (deducted from Series’ assets)*

Management fees**

 

N/A

 

+ Distribution and service (12b-1) fees

 

None

 

+ Other expenses

 

N/A

 

= Total annual Series operating expenses

 

N/A


*    BECAUSE THIS SERIES IS NOT YET AVAILABLE FOR INVESTMENT, NO EXPENSE INFORMATION IS PROVIDED.

**   The Fund is not charged a management fee. The Manager is reimbursed for its costs and expenses.

13




Example

This example will help you compare the cost of investing in the Series with the cost of investing in other mutual funds.

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

 

 

1 YR

 

3 YRS

 

Treasury Money Market Series shares

 

N/A

 

N/A

 

 

How the Fund Invests

SHORT-TERM BOND SERIES: INVESTMENT OBJECTIVE AND POLICIES

The investment objective of this Series is income consistent with relative stability of principal . This means we seek investments that will provide a high level of current income, but which are expected to experience minimal fluctuations in value. Under normal circumstances, we invest primarily (at least 80% of the Series’ investable assets ) in money market obligations, bonds and other fixed income debt obligations such as U.S. Government securities (U.S. Treasury bills, notes and bonds), mortgage-backed securities, asset-backed securities, foreign securities and other short-term debt obligations. While we make every effort to achieve our objective, we can’t guarantee success. Our investment objective is a fundamental investment policy, which means that it cannot be changed without shareholder approval.

The Series will invest at least 65% of its total assets in debt obligations with a remaining average life of three years or less. For purposes of this percentage limitation, the investments may include obligations that have stated maturities in excess of three years, but which have a remaining average life not exceeding three years.

The money market obligations that the Series may purchase will be rated in one of the two highest quality rating categories by a nationally recognized statistical rating organization (NRSRO), such as Moody’s Investors Services, Inc. (rated at least MIG-2 or P-2) or Standard & Poor’s Ratings Services (rated at least SP-1 or A-2). For bonds and other fixed income debt obligations, the Series may purchase only obligations that are rated as “investment grade” by an NRSRO. This means that the obligation has received one of the four highest ratings by an NRSRO. We may also invest in instruments that are not rated, but which we believe are of comparable quality to the instruments described above.

From time to time we may invest up to 35% of the Series’ total assets in debt obligations with remaining maturities in excess of three years. These obligations may offer higher interest rates, but may also be more sensitive to interest rate changes, which means that the NAV value of shares of the Series may be more susceptible to principal fluctuations.

A mortgage-backed security is a security that is backed by mortgage obligations. Investors in these securities receive payments of interest, principal or both interest and principal on the underlying mortgages. An asset-backed security is a loan, note or other investment that pays interest based upon the cash flow of a pool of assets, such as mortgages, loans and credit card receivables. Certificates of deposit, time deposits and bankers’ acceptances are obligations issued by or through a bank. These instruments depend upon the strength of the bank involved in the borrowing to give investors comfort that the borrowing will be repaid when promised.

Debt o bligations in general, including those listed above and any others that we may purchase, are basically written promises to repay a debt. Among the various types of debt securities we may purchase, the terms of repayment may vary, as may the commitment of other parties to honor the obligations of the

14




issuer of the security. We may purchase securities that include demand features , which allow us to demand repayment of a debt obligation before the obligation is due or “matures.” This means that longer-term securities can be purchased because of our expectation that we can demand repayment of the obligation at an agreed-upon price within a relatively short period of time. Not all U.S. government securities are insured or guaranteed by the U.S. government, some are only insured or guaranteed by the issuing agency, which must rely on its own resources to repay the debt, and are subject to risk of default like private issuers.

Foreign securities and foreign markets involve additional risk. Foreign laws and accounting standards typically are not as strict as they are in the U.S. Foreign fixed income and currency markets may be less stable than U.S. markets. Changes in the exchange rates of foreign currencies can affect the value of foreign assets.

The Board of Trustees of the Fund (the Board) can change investment policies that are not fundamental. For more information, see “Investment Risks” below and the Statement of Additional Information (SAI), “Description of the Series, Their Investments and Risks.” The SAI contains more information about the Series. To obtain a copy, see the back cover page of this prospectus.

How the Fund Invests

SHORT-TERM MUNICIPAL BOND SERIES: INVESTMENT OBJECTIVE AND POLICIES

The investment objective of this Series is a high level of current income exempt from federal income taxes . We invest primarily (at least 80% of the Series’ investable assets ) in municipal debt obligations that are exempt from Federal income taxes. While we make every effort to achieve our objective, we cannot guarantee success. Our investment objective is a fundamental investment policy, which means that it cannot be changed without shareholder approval.

The Series will invest at least 65% of its total assets in municipal debt obligations with a remaining average life of three years or less. For purposes of this percentage limitation, the investments may include municipal debt obligations that have stated maturities in excess of three years, but which have remaining maturities not exceeding three years. Interest on certain municipal debt obligations may be a preference item for purposes of the federal alternative minimum tax (AMT Paper), which means that certain investors who receive distributions from the Series will be subject to federal income taxes on such distributions. The Series may invest in AMT Paper without limit.

The Series may purchase obligations that are rated as “medium grade” by a NRSRO, which means that the obligation is rated as being neither highly protected nor poorly secured. The ability of the issuer to make the interest and principal payments on these municipal debt obligations may appear adequate for the present, but certain protective elements may be lacking or may be characteristically unreliable over any extended period of time. Such obligations lack outstanding investment characteristics and in fact may have speculative characteristics as well. We may also invest in instruments that are not rated, but which we believe are of comparable quality to the instruments described above.

The Series may also invest in inverse floaters, zero coupon municipal securities, and money market obligations . Inverse floaters are debt instruments with a floating or variable interest rate that moves in the opposite direction of the interest rate on another security or the value of an index. The price of an inverse floater will be considerably more volatile than that of a fixed-rate bond. Zero coupon municipal securities do not pay current interest, but are purchased at a discount from their face value. The Series may only purchase money market obligations rated in one of the two highest quality rating categories by a NRSRO.

From time to time, we may invest up to 35% of the Series’ total assets in debt obligations with remaining maturities in excess of three years. These obligations may offer higher interest rates, but may

15




also be more sensitive to interest rate changes, which means that the NAV of shares of the Series may be more susceptible to principal fluctuations.

Debt obligations in general, including those listed above and any others that we may purchase, are basically written promises to repay a debt. Among the various types of debt securities we may purchase, the terms of repayment may vary, as may the commitment of other parties to honor the obligations of the issuer of the security. We may purchase securities that include demand features , which allow us to demand repayment of a debt obligation before the obligation is due or “matures.” This means that longer-term securities can be purchased because of our expectation that we can demand repayment of the obligation at an agreed-upon price within a relatively short period of time.

The Board can change investment policies that are not fundamental. For more information, see “Investment Risks” below and the SAI, “Description of the Series, Their Investments and Risks.” The SAI contains more information about the Series. To obtain a copy, see the back cover page of this prospectus.

How the Fund Invests

NATIONAL MUNICIPAL MONEY MARKET SERIES: INVESTMENT OBJECTIVE AND POLICIES

The investment objective of this Series is current income exempt from federal income taxes, preservation of capital and maintenance of liquidity . This means we seek investments that will provide a high level of tax-exempt current income. While we make every effort to achieve our objective, we cannot guarantee success. Our investment objective is a fundamental investment policy, which means that it cannot be changed without shareholder approval.

We invest primarily (at least 80% of the Series’ investable assets ) in a diversified portfolio of short-term debt obligations issued by states, territories and possessions of the United States and the District of Columbia, and their respective political subdivisions the interest on which is wholly exempt from federal income taxes. The exemption from federal income taxes is supported by an opinion of counsel to the issuer. These securities are generally known as “Municipal Bonds” or “Municipal Notes.” Interest on certain Municipal Bonds and Municipal Notes may be a preference item for purposes of the federal alternative minimum tax (AMT Paper), which means that certain investors who receive distributions from the Series will be subject to federal income taxes on such distributions. The Series may invest in AMT Paper without limit.

The Series invests in high-quality money market instruments to try to provide investors with current income while maintaining a stable NAV of $1 per share. We manage the Series to comply with specific rules designed for money market mutual funds. This means that we manage its portfolio to comply with the requirements of Rule 2a-7 under the Investment Company Act of 1940, as amended (the 1940 Act). As such, we will not acquire any security with a remaining maturity exceeding thirteen months, and we will maintain a dollar-weighted average portfolio of 90 days or less. In addition, we will comply with the diversification, quality and other requirements of Rule 2a-7. This means, generally, that the money market instruments we purchase must be (i) rated in one of the two highest short-term rating categories by at least two NRSROs or by one NRSRO if only one NRSRO rates those money market instruments, such as Moody’s Investors Services, Inc. (rated at least MIG-2 or Prime-2) or Standard & Poor’s Rating Services (rated at least SP-2 or A-2), (ii) rated in one of the three highest long-term rating categories by at least two NRSROs or by only one NRSRO if only one NRSRO rates those money market instruments, or (iii) if unrated, of comparable quality as determined by the Series’ investment adviser.

Debt obligations in general, including those listed above and any others that we may purchase, are basically written promises to repay a debt. Among the various types of debt securities we may purchase, the terms of repayment may vary, as may the commitment of other parties to honor the obligations of the issuer of the security. We may purchase securities that are subject to demand features , which provide

16




liquidity and allow us to demand repayment of a debt obligation before the obligation is due or matures. This means that longer-term securities can be purchased because of our expectation that we can demand repayment of the obligation at an agreed-upon price within a relatively short period of time. This procedure follows the rules applicable to money market mutual funds.

The Series’ investments may include variable rate demand obligations (VRDOs) and VRDOs in the form of participation interests (Participating VRDOs) in variable rate tax-exempt obligations held by financial institutions. The VRDOs in which the Series may invest are tax-exempt obligations that contain a floating or variable interest rate adjustment formula and an unconditional right of demand on the part of the holder to receive payment of the unpaid principal plus accrued interest on a short notice period, not exceeding seven days. Participating VRDOs provide the Series with a specified undivided interest (up to 100%) of the underlying obligations and the right to demand payment of the unpaid principal plus accrued interest on the Participating VRDOs from the financial institution on a short notice period, not exceeding seven days. There is a possibility, because of default or insolvency, that the demand features of VRDOs or Participating VRDOs may not be honored.

The securities that we may purchase may change over time as new types of money market instruments are developed. We will purchase these new instruments, however, only if their characteristics and features follow the rules governing money market mutual funds.

Any of the money market instruments that the Series may purchase may be accompanied with the right to resell the instrument prior to the instrument’s maturity. These rights are referred to as “ puts ” and are acquired by the Series to protect against a possible decline in the market value of the securities to which the puts relate in the event of interest rate fluctuations and, in the case of liquidity puts, to shorten the effective maturity of the security. One form of liquidity put consists of an underlying fixed rate municipal bond that is subject to a third party demand feature or “tender option.” Tender option bonds are the functional equivalent of ordinary variable or floating rate obligations.

The Board can change investment policies that are not fundamental. For more information, see “Investment Risks” below and the SAI, “Description of the Series, Their Investments and Risks.” The SAI contains more information about the Series. To obtain a copy, see the back cover page of this prospectus.

How the Fund Invests

TAXABLE MONEY MARKET SERIES: INVESTMENT OBJECTIVE AND POLICIES

The investment objective of this Series is current income consistent with the preservation of capital and the maintenance of liquidity . This means we seek investments that will provide a high level of current income. While we make every effort to achieve our objective, we cannot guarantee success. Our investment objective is a fundamental investment policy, which means that it cannot be changed without shareholder approval.

We invest in a diversified portfolio of short-term debt obligations issued by the U.S. Government, its agencies and instrumentalities, as well as commercial paper, asset-backed securities, funding agreements, variable rate demand notes, bills, notes and other obligations issued by banks, corporations and other companies (including trust structures), obligations issued by foreign banks, companies or foreign governments, and municipal bonds and notes.

The Series invests in high-quality money market instruments to try to provide investors with current income while maintaining a stable NAV of $1 per share. We manage the Series to comply with specific rules designed for money market mutual funds. This means that we manage its portfolio to comply with the requirements of Rule 2a-7 under the 1940 Act. As such, we will not acquire any security with a remaining maturity exceeding thirteen months, and we will maintain a dollar-weighted average portfolio of 90 days or less. In addition, we will comply with the diversification, quality and other requirements of Rule 2a-7. This

17




means, generally, that the money market instruments we purchase must be (i) rated in one of the two highest short-term rating categories by at least two NRSROs or by one NRSRO if only one NRSRO rates those money market instruments, such as Moody’s Investors Services, Inc. (rated at least MIG-2 or Prime-2) or Standard & Poor’s Rating Services (rated at least SP-2 or A-2), (ii) rated in one of the three highest long-term rating categories by at least two NRSROs or by only one NRSRO if only one NRSRO rates those money market instruments, or (iii) if unrated, of comparable quality as determined by the Series’ investment adviser. All securities that we purchase will be denominated in U.S. dollars.

Debt obligations issued or guaranteed by the U.S. Government and government-related entities include debt securities backed by the full faith and credit of the U.S. Government, such as obligations of the Government National Mortgage Association (GNMA or “Ginnie Mae”). Debt securities issued by other government entities, such as obligations of the Federal National Mortgage Association (FNMA or “Fannie Mae”) and the Student Loan Marketing Association (SLMA or “Sallie Mae”), are not backed by the full faith and credit of the U.S. Government and are subject to risk of default like private issuers. However, these issuers have the right to borrow from the U.S. Treasury to meet their obligations. In contrast, the debt securities of other issuers, like the Farm Credit System, depend entirely upon their own resources to repay their debt and are subject to risk of default like private issuers.

Commercial paper is short-term debt obligations of banks, corporations, municipalities and other borrowers. The obligations are usually issued by financially strong businesses and often include a line of credit to protect purchasers of the obligations. Funding agreements are contracts issued by insurance companies that guarantee a return of principal, plus some amount of interest. An asset-backed security is a loan or note that pays interest based upon the cash flow of a pool of assets, such as; mortgages, loans, credit card receivables, corporate receivables, and corporate and municipal securities. Certificates of deposit, time deposits, bankers’ acceptances and bank notes are obligations issued by or through a bank. These instruments depend upon the strength of the bank involved in the borrowing to give investors comfort that the borrowing will be repaid when promised.

Municipal Bonds and Notes may be general obligation or revenue bonds. General obligation bonds or notes are secured by the issuer’s pledge of its faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities or from the proceeds of a special excise tax or other specific revenue source but not from the general taxing power. Municipal Notes also include tax-exempt or municipal commercial paper , which is likely to be issued to meet seasonal working capital needs of a municipality or interim construction financing and to be paid from general revenues of the municipality or refinanced with long-term debt. In most cases, municipal commercial paper may be backed by letters of credit, lines of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or other institutions.

The Series’ investments also include VRDOs and Participating VRDOs in variable rate tax-exempt obligations held by financial institutions. The VRDOs in which the Series may invest are tax-exempt obligations that contain a floating or variable interest rate adjustment formula and an unconditional right of demand on the part of the holder to receive payment of the unpaid principal plus accrued interest on a short notice period not exceeding seven days. Participating VRDOs provide the Series with a specified undivided interest (up to 100%) of the underlying obligations and the right to demand payment of the unpaid principal plus accrued interest on the Participating VRDOs from the financial institution on a short notice period not exceeding seven days. There is a possibility, because of default or insolvency, that the demand features of certain VRDOs or Participating VRDOs may not be honored.

Master Notes and Debt Obligations in general, including those listed above and any others that we may purchase, are basically written promises to repay a debt. Among the various types of debt securities we may purchase, the terms of repayment may vary, as may the commitment of other parties to honor the

18




obligations of the issuer of the security. We may purchase securities that include demand features , which allow us to demand repayment of a debt obligation before the obligation is due or “matures.” This means that longer-term securities can be purchased because of our expectation that we can demand repayment of the obligation at an agreed-upon price within a relatively short period of time. This procedure follows the rules applicable to money market mutual funds.

Foreign securities and foreign markets involve additional risks. Foreign laws and accounting standards typically are not as strict as they are in the U.S. Foreign fixed income and currency markets may be less stable than U.S. markets. Changes in the exchange rates of foreign currencies can affect the value of foreign assets.

The securities that we may purchase may change over time as new types of money market instruments are developed. We will purchase these new instruments, however, only if their characteristics and features follow the rules governing money market mutual funds.

Any of the money market instruments that the Series may purchase may be accompanied with the right to resell the instrument prior to the instrument’s maturity. In addition, we may separately purchase rights to resell these instruments. These rights are referred to as “ puts ” and are acquired by the Series to protect against a possible decline in the market value of the securities to which the puts relate in the event of interest rate fluctuations and, in the case of liquidity puts, to shorten the effective maturity of the security.

The Board can change investment policies that are not fundamental. For more information, see “Investment Risks” below and the SAI, “Description of the Series, Their Investments and Risks.” The SAI contains more information about the Series. To obtain a copy, see the back cover page of this prospectus.

How the Fund Invests

GOVERNMENT MONEY MARKET SERIES: INVESTMENT OBJECTIVE AND POLICIES

The investment objective of this Series is current income consistent with the preservation of capital and the maintenance of liquidity . This means we seek investments that will provide a high level of current income. While we make every effort to achieve our objective, we cannot guarantee success. Our investment objective is a fundamental investment policy, which means that it cannot be changed without shareholder approval.

We invest primarily (at least 80% of the Series’ investable assets ) in a diversified portfolio of short-term debt obligations issued by the U.S. Government, its agencies and instrumentalities.

The Series invests in money market instruments, issued by the U.S. Government and its agencies to try to provide investors with current income while maintaining a stable NAV of $1 per share. We manage the Series to comply with specific rules designed for money market mutual funds. This means that we manage its portfolio to comply with the requirements of Rule 2a-7 under the 1940 Act. As such, we will not acquire any security with a remaining maturity exceeding thirteen months, and we will maintain a dollar-weighted average portfolio of 90 days or less. In addition, we will comply with the diversification, quality and other requirements of Rule 2a-7. This means, generally, that the money market instruments that we purchase present “minimal credit risk” and are of “eligible quality.” “Eligible quality” for this purpose includes all short-term debt obligations of the U.S. government, its agencies and instrumentalities in which the Series may invest.

Debt obligations issued or guaranteed by the U.S. Government and government-related entities include debt securities backed by the full faith and credit of the U.S. Government, such as obligations of the GNMA. Debt securities issued by other government entities, such as obligations of the FNMA and the SLMA, are not backed by the full faith and credit of the U.S. Government and are subject to risk of default

19




like private issuers. However, these issuers have the right to borrow from the U.S. Treasury to meet their obligations. In contrast, the debt securities of other issuers, such as the Farm Credit System, depend entirely upon their own resources to repay their debt and are subject to risk of default like private issuers.

The securities that we may purchase may change over time as new types of money market instruments are developed. We will purchase these new instruments, however, only if their characteristics and features follow the rules governing money market mutual funds.

Any of the money market instruments that the Series may purchase may be accompanied with the right to resell the instrument prior to the instrument’s maturity. In addition, we may separately purchase rights to resell these instruments. These rights are referred to as “ puts ” and are acquired by the Series to protect against a possible decline in the market value of the securities to which the puts relate in the event of interest rate fluctuations and, in the case of liquidity puts, to shorten the effective maturity of the security.

The Board can change investment policies that are not fundamental. For more information, see “Investment Risks” below and the SAI, “Description of the Series, Their Investments and Risks.” The SAI contains more information about the Series. To obtain a copy, see the back cover page of this prospectus.

How the Fund Invests

TREASURY MONEY MARKET SERIES: INVESTMENT OBJECTIVE AND POLICIES

The investment objective of this Series is current income consistent with the preservation of capital and the maintenance of liquidity . This means we seek investments that will provide a high level of current income. While we make every effort to achieve our objective, we can’t guarantee success. Our investment objective is a fundamental investment policy, which means that it cannot be changed without shareholder approval.

We invest primarily (at least 80% of the Series’ investable assets ) in a diversified portfolio of short-term debt obligations issued by the U.S. Treasury that are backed by the full faith and credit of the United States.

The Series invests in U.S. Treasury money market instruments to try to provide investors with current income while maintaining a stable NAV value of $1 per share. We manage the Series to comply with specific rules designed for money market mutual funds. This means that we manage its portfolio to comply with the requirements of Rule 2a-7 under the 1940 Act. As such, we will not acquire any security with a remaining maturity exceeding thirteen months, and we will maintain a dollar-weighted average portfolio of 90 days or less. In addition, we will comply with the diversification, quality and other requirements of Rule 2a-7. This means, generally, that the money market instruments that we purchase present “minimal credit risk” and are of “eligible quality.” “Eligible quality” for this purpose applies to all short-term debt obligations of the U.S. Treasury in which the Series may invest.

Debt securities issued by the U.S. Treasury have different interest rates and maturities, but they are all backed by the full faith and credit of the U.S. Government. Brokerage firms sometimes “strip” down Treasury debt securities into their component parts: the Treasury’s obligation to make periodic interest payments and its obligation to repay the amounts borrowed. These stripped securities are sold to investors separately. Stripped securities do not make periodic interest payments, but they are typically sold at a discount and then redeemed for their face value on their maturity dates. These securities increase in value when interest rates fall and lose value when interest rates rise. However, the value of stripped securities generally fluctuates more in response to interest rate movements than the value of traditional bonds. The Series may try to earn money by buying stripped securities at a discount and either selling them after they increase in value or holding them until they mature. The Series may also invest in Treasury Inflation Protected Securities, known as “ TIPS ,” if these securities are deemed to comply with the requirements of

20




Rule 2a-7. TIPS are U.S. Treasury securities issued at a fixed rate of interest but with principal adjusted every six months based on changes in the Consumer Price Index.

The securities that we may purchase may change over time as new types of money market instruments are developed. We will purchase these new instruments, however, only if their characteristics and features follow the rules governing money market mutual funds.

Any of the money market instruments that the Series may purchase may be accompanied with the right to resell the instrument prior to the instrument’s maturity. In addition, we may separately purchase rights to resell these instruments. These rights are referred to as “ puts ” and are acquired by the Series to protect against a possible decline in the market value of the securities to which the puts relate in the event of interest rate fluctuations and, in the case of liquidity puts, to shorten the effective maturity of the security.

The Board can change investment policies that are not fundamental. For more information, see “Investment Risks” below and the SAI, “Description of the Series, Their Investments and Risks.” The SAI contains more information about the Series. To obtain a copy, see the back cover page of this prospectus.

How the Fund Invests

OTHER INVESTMENTS AND STRATEGIES

In addition to the principal strategies, we may also use the following investments and strategies to try to increase the Series’ returns or protect their assets if market conditions warrant.

Repurchase Agreements

Each Series (except Treasury Money Market Series) intends to use repurchase agreements , where a party agrees to sell a security to a Series and then repurchase it at an agreed-upon price at a stated time. This creates a fixed return for a Series. A Series will only enter into these repurchase agreements with parties whom we believe can honor their obligations in the transactions.

Reverse Repurchase Agreements

Each Series may use reverse repurchase agreements, where we borrow money on a temporary basis by selling a security with an obligation to repurchase it at an agreed-upon price at a stated time.

When-Issued and Delayed Delivery Securities

Each Series may also purchase money market or other obligations on a “ when-issued ” or “ delayed delivery ” basis. When a Series makes this type of purchase, the price and interest rates are fixed at the time of purchase, but delivery and payment for the obligations take place at a later time. A Series does not earn interest income until the date the obligations are delivered.

Floating and Variable Rate Securities

Each Series may purchase floating rate and variable rate securities. These securities pay interest at rates that change periodically to reflect changes in market interest rates. Because these securities adjust the interest they pay, they may be beneficial when interest rates are rising because of the additional return a Series will receive, and they may be detrimental when interest rates are falling because of the reduction in interest payments to a Series.

21




Additional Strategies

Each Series also follows certain policies when it borrows money (a Series may borrow up to 33 1 ¤ 3 % of the value of its total assets and may pledge up to 33 1 ¤ 3 % of its total assets to secure these borrowings); lends its securities to others (each Series may lend up to 33 1 ¤ 3 % of its total assets, including collateral received in the transaction); and holds illiquid securities (each Series, except Short-Term Bond Series and Short-Term Municipal Bond Series, may hold up to 10% of its net assets in securities, including certain restricted securities, which do not have a readily available market, repurchase agreements with maturities longer than seven days and VRDOs or Participating VRDOs with notice periods for demand of unpaid principal and accrued interest exceeding seven days; Short-Term Bond Series and Short-Term Municipal Bond Series may each hold up to 15% of its respective net assets in such illiquid securities). Each Series is subject to certain investment restrictions that are fundamental policies, which means that they cannot be changed without shareholder approval. For more information about these restrictions, see the SAI.

Derivative Strategies

We may use a number of alternative investment strategies—including derivatives —to try to improve the Short-Term Bond Series’ and the Short-Term Municipal Bond Series’ returns and to protect their respective assets, although we cannot guarantee these strategies will work, that the instruments necessary to implement these strategies will be available or that either Series will not lose money. Derivatives—such as futures, options and options on futures—involve costs and can be volatile. With derivatives, the investment adviser tries to predict whether the underlying investment—a security, market index, currency, interest rate or some other investment—will go up or down at some future date. We may use derivatives to try to reduce risk or to increase return consistent with the Short-Term Bond Series’ or the Short-Term Municipal Bond Series’ overall investment objective. The investment adviser will consider other factors (such as cost) in deciding whether to employ any particular strategy or use any particular instrument. Any derivatives that either the Short-Term Bond Series or the Short-Term Municipal Bond Series may use may not match or offset the Series’ underlying holdings. For more information about these strategies, see the SAI, “Description of the Series, Their Investments and Risks.”

How the Fund Invests

Investment Risks

As noted previously, all investments involve risk, and investing in the Fund is no exception. This chart outlines the key risks and potential rewards of the principal strategies each Series may make. See “Description of the Series, Their Investments and Risks” in the SAI.

Investment Type
% of
Fund’s Total Assets

 

 

 

Risks

 

Potential Rewards

High-quality money market obligations of all types

All Series
(including investment grade bonds for Short-Term Bond Series):
Up to 100%

 

Credit risk—the risk that the borrower cannot pay back the money borrowed or make interest payments or, in the case of VRDOs, that the issuer of a put may not be able to meet its obligation to purchase the underlying security

Market risk—the risk that the obligations may lose value because interest rates change or there is a lack of confidence in borrowers in general

 

Regular interest income Generally more secure than stock and equity securities since corporate issuers must pay their debts before paying stockholders

22




 

Medium quality municipal debt obligations

Short-Term Municipal Bond Series:
Up to 100%

 

Lower-rated debt obligations are more volatile than higher-rated securities and demonstrate greater credit and market risk

 

Investors may realize higher returns based upon higher interest rates paid on lower-rated debt obligations

Medium quality debt obligations

Short-Term Bond Series:
Up to 100%

 

Lower-rated debt obligations are more volatile than higher-rated securities and demonstrate greater credit and market risk

 

Investors may realize higher returns based upon higher interest rates paid on lower-rated debt obligations

Foreign securities

Short-Term Bond Series and Taxable Money Market Series:
Up to 100%

 

Foreign markets, economies and political systems may not be as stable as in the U.S.

Currency risk-changing values of foreign currencies can cause losses

May be less liquid than U.S. stocks and bonds

Differences in foreign laws, accounting standards, public information, custody and settlement practices may result in less reliable information on foreign investments and involve more risk

 

Investors can participate in the growth of foreign markets through the Fund’s investments in companies operating in those markets

May profit from changing values of foreign currencies

Opportunities for diversification

23




 

Derivatives

Short-Term Bond Series, Short-Term Municipal Bond Series:
Up to 20%

 

The value of derivatives (such as futures and options) that are used to hedge a portfolio security is generally determined independently from that security and could result in a loss to the Series when the price movement of the derivative does not correlate with a change in the value of the portfolio security

Derivatives may not have the intended effects and may result in losses or missed opportunities

The other party to a derivatives contract could default

Derivatives can increase share price volatility and those that involve leverage could magnify losses

Certain types of derivatives involve costs to the Fund that can reduce returns

 

The Fund could make money and protect against losses if the investment analysis proves correct

Derivatives that involve leverage could generate substantial gains at low cost

One way to manage the Fund’s risk/return balance is by locking in the value of an investment ahead of time

Hedges that correlate well with an underlying position can reduce or eliminate investment income or capital gains at low cost

Asset-backed securities

Short-Term Bond Series, Money Market Series:
Up to 100%

 

·   The security interest in the underlying collateral may be nonexistent or may not be as great as  with mortgage-related  securities

·   Credit risk—the risk that the underlying receivables will not be paid by debtors or by credit insurers or guarantors of such instruments. Some asset-backed securities are unsecured or secured by lower-rated insurers or guarantors and thus may involve greater risk

·   See market risk and prepayment risk

 

·   A source of regular interest income

·   Prepayment risk is generally lower than with mortgage-related securities

·   Pass-through instruments provide greater diversification than direct ownership of loans

·   May offer higher yield due to their structure

Illiquid Securities

Short-Term Bond Series and Short-Term Municipal Bond Series:
Up to 15% of net assets
All other Series:
Up to 10% of net assets

 

May be difficult to value precisely

May be difficult to sell at the time or price desired

 

May offer a more attractive yield or potential for growth than more widely traded securities

24




 

U.S. Government securities

All Series:
Up to 100%

 

Not all U.S. government securities are insured or guaranteed by the U.S. government. Some are only insured or guaranteed by the issuing agency, which must rely on its own resource to repay the debt, and are subject to risk of default like private issuers

Limits potential for capital appreciation

Credit risk—the risk that the default of an issuer would leave the Fund with unpaid interest or principal. The lower a bond’s quality, the higher its potential volatility

Market risk—the risk that the market value of an investment may move up or down, sometimes rapidly or unpredictably. Market risk may affect an industry, a sector or the market as a whole

Interest rate risk—the risk that the value of most debt obligations will fall when interest rates rise. The longer a bond’s maturity and the lower its credit quality, the more its value typically falls. It can lead to price volatility

 

May preserve the Fund’s assets

Regular interest income

Generally more secure than lower quality debt securities and equity securities

Principal and interest may be guaranteed by the U.S. government

 

25




How the Fund is Managed

BOARD OF TRUSTEES

The Board oversees the actions of the Manager, investment adviser and Distributor, and decides on general policies. The Board also oversees the Fund’s officers, who conduct and supervise the daily business operations of the Fund.

MANAGER

Prudential Investments LLC (PI or the Manager) 100 Mulberry Street, Gateway Center Three, Newark, New Jersey 07102

Under a management agreement with the Fund, PI manages the Fund’s investment operations and administers its business affairs. The Fund reimburses PI for its costs and expenses incurred in managing the Fund’s investment operations and administering its business affairs.

PI and its predecessors have served as manager or administrator to investment companies since 1987. As of March 31, 2006, PI served as the investment manager to all of the Prudential U.S. and offshore open-end investment companies, and as the administrator to closed-end investment companies, with aggregate assets of approximately $98.9 billion.

PI and the Fund operate under an exemptive order (the Order) from the Commission that generally permits PI to enter into or amend agreements with investment advisers without obtaining shareholder approval each time. This authority is subject to certain conditions, including the requirement that the Board must approve any new or amended agreements with an investment adviser. Shareholders of the Fund still have the right to terminate these agreements at any time by a vote of the majority of outstanding shares of the Fund. The Fund will notify shareholders of any new investment advisers or material amendments to advisory agreements pursuant to the Order.

INVESTMENT ADVISER

Prudential Investment Management, Inc. (PIM) is the Fund’s investment adviser and has served as an investment adviser to investment companies since 1984. Its address is Gateway Center Two, 100 Mulberry Street, Newark NJ 07102. PI has responsibility for all investment advisory services, supervises PIM and pays PIM for its services. PIM is reimbursed by PI for its direct costs, excluding profit and overhead, incurred by PIM in furnishing services to PI.

PIM’s public fixed income unit (PIM Fixed Income) is the principal public fixed income asset management unit of PIM and is responsible for the management of the Fund.

Taxable Money Market Series

Joseph M. Tully, Manolita Brasil, Robert Browne, and Douglas Spratley of PIM Fixed Income are primarily responsible for the day-to-day management of the Series.

Joseph M. Tully , Managing Director, has managed the Series since 2000. Prior to joining Prudential Financial in 1987, he worked for Merrill Lynch Asset Management as portfolio manager and senior bank credit analyst, and was an assistant national bank examiner for the Office of the Comptroller of the Currency. Mr. Tully has 21 years of experience managing short-term fixed income investment, and 23 years of total investment experience.

Manolita Brasil , Vice President, is a portfolio manager responsible for taxable money market funds and has managed the Series since 2000. In addition, Ms. Brasil coordinates credit research for commercial paper and other short-term instruments. She has been managing money markets portfolios for PIM Fixed

26




Income since 1988. Previously, she managed the money markets support staff. Ms. Brasil joined Prudential Financial in 1979. Ms. Brasil has 18 years of investment experience.

Robert T. Browne , Vice President, is portfolio manager responsible for taxable money market fund’s and has managed the Series since 2000. Before assuming his current position in 1995, he spent two years analyzing and trading currency and global bonds, and handling operations, marketing, compliance and business planning functions. Mr. Browne joined Prudential Financial in 1989. Mr. Browne has 12 years of investment experience.

Douglas Spratley, CFA, is an Associate and portfolio manager responsible for short-term funds and government repo trading and has managed the Series since 2000. Previously, Mr. Spratley was an investment analyst for the Prudential Capital Group. He joined Prudential in 1992. Mr. Spratley has 10 years investment experience.

Short-Term Bond Series

Besides Mr. Tully, Joseph D’Angelo of PIM Fixed Income is primarily responsible for management of the Series.

Joseph D’Angelo , Principal, is a portfolio manager responsible for short-term investments and has managed the Series since 2005. Mr. D’Angelo joined Prudential Financial in 1988. He has 17 years investment experience.

Additional information about the portfolio managers concerning their compensation, other accounts that they manage and ownership of securities in the Fund may be found in the SAI under “Investment Advisory and Other Services—Additional Information About the Portfolio Managers’’.

DISTRIBUTOR

Prudential Investment Management Services LLC (PIMS or the Distributor) distributes the Fund’s shares under a Distribution Agreement with the Fund. PIMS does not receive any compensation from the Fund for distributing its shares.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio securities is described in the Fund’s Statement of Additional Information.

SERIES DISTRIBUTIONS AND TAX ISSUES

Investors who buy shares of a Series should be aware of some important tax issues. For example, each Series distributes dividends and capital gains , if any, to shareholders. These distributions are subject to taxes.

The following briefly discusses some of the important tax issues that should be considered, but is not meant to be tax advice:

Distributions

Each Series distributes dividends of any net investment income to shareholders every month. The dividends received from a Series (other than certain dividends from the National Municipal Money Market Series and the Short-Term Municipal Bond Series, which will generally be exempt from U.S. federal income tax) will be taxed as ordinary income for U.S. federal income tax purposes, whether or not they are reinvested in the Series. Any realized net capital gains will be paid to shareholders (typically once a year). Capital gains are generated when a Series sells assets for a profit. Distributions of dividends and capital gains are automatically reinvested in the Series.

27




Tax Issues

Series distributions are generally taxable in the year they are received, except when we declare certain dividends in October, November or December of a calendar year, but actually pay them in January of the following year. In such cases, the dividends are treated as if they were paid on December 31st of the prior year.

How to Buy and Sell Shares of the Series

How to Buy Shares

Shares of the Fund and each Series are available only to investment companies managed by PI and certain investment advisory clients of the investment adviser that have received an Order issued by the Commission that allows them to invest in the Fund. The purchase of shares of the Fund is subject to the terms and conditions set forth in the Order. For an explanation of the procedures for pricing the Fund’s shares, see “Net Asset Value” in the SAI.

How to Sell Shares

When a shareholder sells shares of a Series—also known as redeeming shares—the price the shareholder will receive will be the NAV next determined after the Fund’s Transfer Agent, Prudential Mutual Fund Services LLC (PMFS or the Transfer Agent), receives the order to sell. We must receive an order to sell by 4:15 p.m. New York time to process the sale on that day. Generally, we will pay for the shares that are sold within seven days after the Transfer Agent receives the sell order.

NAV

We determine the NAV of our shares once each business day at 4:15 p.m., New York time, on days that the New York Stock Exchange (NYSE) is open for trading, or in the event that the NYSE is closed, 15 minutes after the earlier of the time when the U.S. Government bond market (as recommended by the Bond Market Association) or U.S. Federal Reserve banks close.

On days when the NYSE is open, your purchase order or redemption request must be received by 4:15 p.m., New York time, in order to receive the NAV for that day. On days when the NYSE is closed, but the U.S. Government bond market and U.S. Federal Reserve banks are open, your purchase order or redemption request must be received no later than 15 minutes after the earlier of the time the U.S. Government bond market (as recommended by the Bond Market Association) or U.S. Federal Reserve banks close in order to receive the NAV for that day.

The NYSE is closed on most national holidays and Good Friday. We may not determine NAV on days when we have not received any orders to purchase, sell or exchange Fund shares, or when changes in the value of the Fund’s portfolio do not materially affect the NAV.

Frequent Purchases and Redemption of Fund Shares

Short-Term Bond Series

Since the Series is generally not designed for long-term investing, and frequent purchases and redemptions of the Series’ shares generally do not present risks to other shareholders of the Series, the Board has determined that, at the present time, the Series need not adopt policies and procedures to prevent frequent purchases and redemptions.

Taxable Money Market Series

Since the Series is a money market fund that is generally not designed for long-term investing, and frequent purchases and redemptions of the Series’ shares generally do not present risks to other

28




shareholders of the Series, the Board has determined that, at the present time, the Series need not adopt policies and procedures to prevent against frequent purchases and redemptions.

Financial Highlights

Presently, only the Taxable Money Market Series and the Short-Term Bond Series are available for investment.

The financial highlights below are intended to help a shareholder evaluate the financial performance of a Series. The total return represents the rate that a shareholder would have earned on an investment in the Series, assuming investment at the start of the period, reinvestment of all dividends and other distributions and sale at the end of the period.

The financial highlights for the years ending January 31, 2004-2006 were derived from the financial statements audited by KPMG LLP, independent registered public accounting firm, whose reports on these financial statements were unqualified. The periods presented through January 31, 2003 were audited by another independent registered public accounting firm, whose reports were unqualified.

Additional performance information for the Series is contained in the annual report and is available upon request.

Taxable Money Market Series

Fund Shares (Fiscal years ended 1/31)

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

PER SHARE OPERATING PERFORMANCE

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of year

 

$

1.00

 

$

1.00

 

$

1.00

 

$

1.00

 

$

1.00

 

Net investment income and net realized gains

 

.03

 

.02

 

.01

 

.02

 

.04

 

Dividends and distributions to shareholders

 

(.03

)

(.02

)

(.01

)

(.02

)

(.04

)

Net asset value, end of year

 

$

1.00

 

$

1.00

 

$

1.00

 

$

1.00

 

$

1.00

 

TOTAL RETURN (a):

 

3.46

%

1.50

%

1.20

%

1.85

%

4.12

%

RATIOS/SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of year (000)

 

$

14,439,643

 

$

11,924,742

 

$

12,769,580

 

$

7,053,923

 

$

6,724,703

 

Average net assets (000)

 

$

11,936,264

 

$

13,091,919

 

$

8,669,076

 

$

7,105,089

 

$

5,289,046

 

Ratios to average net assets:

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

0.02

%

0.02

%

0.03

%

0.03

%

0.03

%

Net investment income

 

3.50

%

1.50

%

1.20

%

1.84

%

3.66

%


(a)       Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.

29




Short-Term Bond Series

 

 

November 7, 2005   (a)
through
January 31, 2006

 

Per Share Operating Performance:

 

 

 

 

 

Net Asset Value, Beginning Of Period

 

 

$

10.00

 

 

Income from investments operations:

 

 

 

 

 

Net investment income

 

 

.10

 

 

Net realized and unrealized gain on investment transactions

 

 

(b)

 

Total from investment operations

 

 

.10

 

 

Less Dividends

 

 

 

 

 

Dividends from net investment income

 

 

(.10

)

 

Net asset value, end of period

 

 

$

10.00

 

 

Total Return  (c):

 

 

.95

%

 

Ratios/Supplemental Data:

 

 

 

 

 

Net assets, end of period (000)

 

 

$

443,961

 

 

Average net assets (000)

 

 

$

415,749

 

 

Ratios to average net assets:

 

 

 

 

 

Expenses

 

 

.08

%(d)(e)

 

Net investment income

 

 

4.47

%(d)(e)

 

Portfolio turnover rate

 

 

7

%(f)

 


(a)            Commencement of investment operations.

(b)   Amount represents less than $.005 per share.

(c)            Total return is calculated assuming purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods of less than a full year are not annualized.

(d)   The Manager of the Fund has agreed to reimburse the Fund in order to limit operating expenses (excluding interest, taxes, and brokerage commissions). The Manager will reimburse the Fund .035% of average daily net assets. If the Manager had not reimbursed the Fund, the expenses and the net investment income ratios would have been .11% and 4.43%, respectively, for the period November 7, 2005 (commencement of investment operations) through January 31, 2006.

(e)    Annualized.

(f)    Not annualized.

30




For More Information

Additional information about the Fund and each Series can be obtained without charge and can be found in the following documents:

Statement of Additional Information (SAI)

(incorporated by reference into this prospectus)

Annual Report

(contains a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during the last fiscal year)

Semi-Annual Report

You can also obtain copies of Fund documents including the SAI, Annual Report and Semi-Annual Report, from the Securities and Exchange Commission as follows:

By Mail:

Securities and Exchange Commission
Public Reference Section 
Washington, DC 20549-0102

By Electronic Request:

publicinfo@sec.gov
(The SEC charges a fee to copy documents.)

In Person:

Public Reference Room in
Washington, DC
(For hours of operation, call -1 -202-551-8090)

Via the Internet

on the EDGAR Database at: http://www.sec.gov

Investment Company Act File Number for Dryden Core Investment Fund is: 811-09999




DRYDEN CORE INVESTMENT FUND

Statement of Additional Information
May 30, 2006

Dryden Core Investment Fund (the Fund), an open-end, management investment company, consists of six diversified series: Short-Term Bond Series , Short-Term Municipal Bond Series, National Municipal Money Market Series, Taxable Money Market Series , Government Money Market Series, and Treasury Money Market Series (each, a Series, and, collectively, the Series). Each Series operates as a separate fund with similar investment objectives and similar policies designed to meet its investment goals. The investment objective of the Short-Term Bond Series is income consistent with relative stability of principal. The investment objective of the Short-Term Municipal Bond Series is a high level of current income exempt from federal income taxes. The investment objective of the National Municipal Money Market Series is current income exempt from federal income taxes, preservation of capital and the maintenance of liquidity. The investment objective of each of the Taxable Money Market Series, Government Money Market Series and Treasury Money Market Series is current income consistent with the preservation of capital and the maintenance of liquidity. There can be no assurance that any Series’ investment objective will be achieved. See “How the Fund Invests” in the prospectus and “Description of the Series, Their Investments and Risks.”

Presently, only the Taxable Money Market Series and the Short-Term Bond Series are available for Investment.

The Fund’s address is Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102 and its telephone number is (800) 225-1852.

This Statement of Additional Information (SAI) sets forth information about each of the Series. This SAI is not a prospectus and should be read in conjunction with the combined prospectus for the Series, dated May 30, 2006 (Prospectus), a copy of which may be obtained from the Fund upon request.

The Fund’s audited financial statements for the fiscal year ended January 31, 2006 are incorporated into this SAI by reference to the Fund’s 2006 annual report to shareholders (File No. 811-09999). You may obtain a copy of the Fund’s annual report at no charge by request to the Fund at the address or telephone number noted above.

TABLE OF CONTENTS

 

Page

Fund History

 

B-2

Description of the Series, Their Investments and Risks

 

B-2

Investment Restrictions

 

B-10

Management of the Fund

 

B-13

Standing Board Committees

 

B-19

Control Persons and Principal Holders of Securities

 

B-23

Investment Advisory and Other Services

 

B-23

Brokerage Allocation and Other Practices

 

B-30

Disclosure of Portfolio Holdings

 

B-31

Securities and Organization

 

B-33

Purchase and Redemption

 

B-34

Net Asset Value

 

B-35

Taxes, Dividends and Distributions

 

B-35

Financial Statements

 

B-40

Appendix I - Description of Security Ratings

 

I-1

Appendix II - Proxy Voting Policies of the Subadviser

 

II-1

 

B- 1




FUND HISTORY

The Fund was organized under the laws of Delaware on April 23, 1999, as an unincorporated business trust.

On March 10, 2003, the Fund’s name was changed from Prudential Core Investment Fund to Dryden Core Investment Fund.

DESCRIPTION OF THE SERIES, THEIR INVESTMENTS AND RISKS

(a)   Classification.    The Fund is an open-end, management investment company consisting of six diversified series. Each series operates as a separate fund with its own investment objectives and policies.

(b)   Investment Strategies and Risks

The investment objective of the Short-Term Bond Series is income consistent with relative stability of principal. The investment objective of the Short-Term Municipal Bond Series is a high level of current income exempt from federal income taxes. The investment objective of the National Municipal Money Market Series is current income exempt from federal income taxes, preservation of capital and the maintenance of liquidity. The investment objective of each of the Taxable Money Market Series, Government Money Market Series and Treasury Money Market Series is current income consistent with the preservation of capital and the maintenance of liquidity. While the principal investment policies and strategies for seeking to achieve each Series’ objective are described in the Prospectus, a Series may from time to time also utilize the securities, instruments, policies and strategies described below in seeking to achieve its objective. A Series may not be successful in achieving its objective and you could lose money.

Mortgage-Backed Securities

Mortgage-Related Securities Issued By U.S. Government Agencies and Instrumentalities .    The Fund may invest in mortgage-backed securities, including those which represent undivided ownership interests in pools of mortgages. The U.S. Government or the issuing agency or instrumentality guarantees the payment of interest on and principal of these securities. However, the guarantees do not extend to the yield or value of the securities nor do the guarantees extend to the yield or value of a Series’ shares. Mortgages backing the securities which may be purchased by the Series include conventional thirty-year fixed-rate mortgages, graduated payment mortgages, fifteen-year mortgages, adjustable rate mortgages and balloon payment mortgages. A balloon payment mortgage-backed security is an amortized mortgage security with installments of principal and interest, the last installment of which is predominantly principal. All of these mortgages can be used to create pass-through securities. A pass-through security is formed when mortgages are pooled together and undivided interests in the pool or pools are sold. The cash flow from the mortgages is passed through to the holders of the securities in the form of periodic payments of interest, principal and prepayments (net of a service fee). Prepayments occur when the holder of an undivided mortgage prepays the remaining principal before the mortgage’s scheduled maturity date. As a result of the pass-through of prepayments of principal on the underlying securities, mortgage-backed securities are often subject to more rapid prepayment of principal than their stated maturity would indicate. The remaining expected average life of a pool of mortgage loans underlying a mortgage-backed security is a prediction of when the mortgage loans will be repaid and is based upon a variety of factors, such as the demographic and geographic characteristics of the borrowers and the mortgaged properties, the length of time that each of the mortgage loans has been outstanding, the interest rates payable on the mortgage loans and the current interest rate environment.

During periods of declining interest rates, prepayment of mortgages underlying mortgage-backed securities can be expected to accelerate. When mortgage obligations are prepaid, the Series reinvests the

B- 2




prepaid amounts in securities, the yields of which reflect interest rates prevailing at that time. Therefore, the Series’ ability to maintain a portfolio of high-yielding mortgage-backed securities will be adversely affected to the extent that prepayments of mortgages are reinvested in securities which have lower yields than the prepaid mortgages. Moreover, prepayments of mortgages which underlie securities purchased at a premium generally will result in capital losses.

GNMA Certificates.    Certificates of the Government National Mortgage Association (GNMA Certificates) are mortgage-backed securities which evidence an undivided interest in a pool or pools of mortgages. GNMA Certificates that the Series may purchase are the “modified pass-through” type, which entitle the holder to receive timely payment of all interest and principal payments due on the mortgage pool, net of fees paid to the “issuer” and GNMA, regardless of whether or not the mortgagor actually makes the payment. The GNMA Certificates will represent a pro rata interest in one or more pools of the following types of mortgage loans: (1) fixed rate level payment mortgage loans; (2) fixed rate graduated payment mortgage loans; (3) fixed rate growing equity mortgage loans; (4) fixed rate mortgage loans secured by manufactured (mobile) homes; (5) mortgage loans on multifamily residential properties under construction; (6) mortgage loans on completed multifamily projects; (7) fixed rate mortgage loans as to which escrowed funds are used to reduce the borrower’s monthly payments during the early years of the mortgage loans (“buydown” mortgage loans); (8) mortgage loans that provide for adjustments in payments based on periodic changes in interest rates or in other payment terms of the mortgage loans; and (9) mortgage-backed serial notes. All of these mortgage loans will be Federal Housing Administration (FHA) Loans or Veterans Administration (VA) Loans and, except as otherwise specified above, will be fully-amortizing loans secured by first liens on one- to four-family housing units. Legislative changes may be proposed from time to time in relation to the Department of Housing and Urban Development which, if adopted, could alter the viability of investing in GNMAs.

FNMA Certificates.    The Federal National Mortgage Association (FNMA) is a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act. FNMA provides funds to the mortgage market primarily by purchasing home mortgage loans from local lenders, thereby replenishing their funds for additional lending. FNMA acquires funds to purchase home mortgage loans from many capital market investors that may not ordinarily invest in mortgage loans directly.

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

Each FNMA Certificate will represent a pro rata interest in one or more pools of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage loans that are not insured or guaranteed by any government agency) of the following types: (1) fixed rate level payment mortgage loans; (2) fixed rate growing equity mortgage loans; (3) fixed rate graduated payment mortgage loans; (4) variable rate California mortgage loans; (5) other adjustable rate mortgage loans; and (6) fixed rate mortgage loans secured by multifamily projects.

FHLMC Securities.    The Federal Home Loan Mortgage Corporation (FHLMC) was created in 1970 through enactment of Title III of the Emergency Home Finance Act of 1970 (FHLMC Act). Its purpose is to promote development of a nationwide secondary market in conventional residential mortgages.

B- 3




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

GMCs also represent a pro rata interest in a pool of mortgages. However, these instruments pay interest semi-annually and return principal once a year in guaranteed minimum payments. The expected average life of these securities is approximately ten years. The FHLMC guarantee is not backed by the full faith and credit of the U.S. Government and is subject to risk of default as if guaranteed by private issuers.

FHLMC Certificates.    FHLMC is a corporate instrumentality of the United States created pursuant to the FHLMC Act. The principal activity of the FHLMC consists of the purchase of first lien, conventional, residential mortgage loans and participation interests in such mortgage loans and the resale of the mortgage loans so purchased in the form of mortgage securities, primarily FHLMC Certificates.

FHLMC guarantees to each registered holder of the FHLMC Certificate the timely payment of interest at the rate provided for by such FHLMC Certificate, whether or not received. FHLMC also guarantees to each registered holder of a FHLMC Certificate ultimate collection of all principal on the related mortgage loans, without any offset or deductions, but does not, generally, guarantee the timely payment of scheduled principal. FHLMC may remit the amount due on account of its guarantee of collection of principal at any time after default on an underlying mortgage loan, but not later than 30 days following (1) foreclosure sale, (2) payment of a claim by any mortgage insurer or (3) the expiration of any right of redemption, whichever occurs later, but in any event no later than one year after demand has been made upon the mortgagor for accelerated payment of principal. The obligations of FHLMC under its guarantee are obligations solely of FHLMC and are not backed by the full faith and credit of the U.S. Government and is subject to risk of default as if guaranteed by private issuers.

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

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

Non-Agency Mortgage-Backed Securities.    Certain non-agency private entities also issue mortgage-backed securities. Other than lacking the guarantee by the full faith and credit of the United States, the mortgage-backed securities issued by private issuers generally have characteristics and risks comparable to those issued by GNMA, as discussed above. Some mortgage-backed securities issued by non-agency private issuers may be supported by a pool of mortgages not acceptable to the agency issuers and thus may carry greater risks. The Fund may invest in these mortgage-backed securities issued by non-agency private

B- 4




issuers if they are rated at least A by Moody’s Investors Services, Inc. (Moody’s) or Standard & Poor’s Ratings Services (S&P).

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

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

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

Collateralized Mortgage Obligations.    Certain issuers of collateralized mortgage obligations (CMOs), including certain CMOs that have elected to be treated as Real Estate Mortgage Investment Conduits (REMICs), are not considered investment companies pursuant to a rule recently adopted by the Securities and Exchange Commission (Commission), and the Fund may invest in the securities of such issuers without the limitations imposed by the Investment Company Act of 1940, as amended (the 1940 Act) on investments by the Fund in other investment companies. In addition, in reliance on an earlier Commission interpretation, the Fund’s investments in certain other qualifying CMOs, which cannot or do not rely on the rule, are also not subject to the limitation of the 1940 Act on acquiring interests in other investment companies. In order to be able to rely on the Commission’s interpretation, these CMOs must be unmanaged, fixed asset issuers, that (1) invest primarily in mortgage-backed securities, (2) do not issue redeemable securities, (3) operate under general exemptive orders exempting them from all provisions of the 1940 Act and (4) are not registered under the 1940 Act as investment companies. To the extent that the Series selects CMOs or REMICs that cannot rely on the rule or do not meet the above requirements, the Series will limit its investments in such securities in a manner consistent with the provisions of the1940 Act.

Municipal Debt Obligations

Each Series may purchase municipal debt obligations which include, but are not limited to, those described below. Each Series intends to invest in securities that are currently available, or which may be developed in the future, and are appropriate to allow the Series’ investment adviser to pursue the Series’ respective investment objectives.

Municipal Bonds.    Municipal Bonds may be general obligation or revenue bonds.

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General obligation bonds are secured by the issuer’s pledge of its faith, credit and taxing power for the payment of principal and interest. Municipal Bonds are generally issued to obtain funds for various public purposes, including construction of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. They may also be issued to refund outstanding obligations, to meet general operating expenses or to obtain funds to lend to other public institutions and facilities.

Revenue bonds are payable from the revenues derived from a particular facility or class of facilities or from the proceeds of a special excise tax or other specific revenue source but not from the general taxing power. Some municipal revenue bonds also include bonds issued through or on behalf of public authorities in order to obtain funds with which to provide privately operated housing facilities, sports facilities, pollution control facilities, convention or trade show facilities, industrial, port or parking facilities and facilities for water supply, gas, electricity or waste disposal. The bonds typically are revenue bonds and generally do not carry the pledge of the issuing authority’s credit.

Municipal Notes.    Municipal Notes are short-term obligations generally with a maturity, at the time of issuance, ranging from six months to three years. The principal types of Municipal Notes include tax anticipation notes, bond anticipation notes and revenue anticipation notes. Municipal Notes sold in anticipation of collection of taxes, a bond sale, or receipt of other revenues, are usually general obligations of the issuing municipality or agency.

Municipal Notes also include tax-exempt or municipal commercial paper, which is likely to be issued to meet seasonal working capital needs of a municipality or interim construction financing and to be paid from general revenues of the municipality or refinanced with long-term debt. In most cases municipal commercial paper may be backed by letters of credit, lines of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or other institutions.

The Series will treat an investment in a municipal security refunded with escrowed U.S. Government securities as U.S. Government securities for purposes of the 1940 Act’s diversification requirements of Rule 2a-7.

Municipal Asset Backed Securities.    Each Series may purchase municipal asset backed securities. These securities are debt obligations, oftentimes issued through a trust or other investment vehicles, that are backed by municipal debt obligations and accompanied by a liquidity facility to comply with Rule 2a-7. Unlike investments in CMOs, a Series’ investment in securities of such issuers are subject to limitations imposed by the 1940 Act.

Obligations Issued or Guaranteed By the U.S. Government, its Agencies and Instrumentalities

Obligations issued or guaranteed as to principal and interest by the U.S. Government may be acquired by a Series in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds. Such notes and bonds are held in custody by a bank on behalf of the owners. These custodial receipts are known by various names, including “Treasury Receipts,” “Treasury Investment Growth Receipts” (TIGRs) and “Certificates of Accrual on Treasury Securities” (CATS).

Each Series may also invest in Treasury Inflation Protected Securities, known as “TIPS,” if these securities are deemed to comply with the requirements of Rule 2a-7. TIPS are U.S. Treasury securities issued at a fixed rate of interest but with principal adjusted every six months based on changes in the Consumer Price Index.

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Floating Rate and Variable Rate Securities

Each Series may purchase “floating rate” and “variable rate” securities. Investments in floating or variable rate securities normally will involve securities which provide that the rate is set as a spread to a designated base rate or index rate, such as rates on Treasury bills or LIBOR index, and, in some cases, that the purchaser can demand payment of the obligation at specified intervals or after a specified notice period (in each case a period of less than thirteen months) at par plus accrued interest. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have an interest rate which changes whenever there is a change in the designated base rate or index rate.

Demand Features and/or Guarantees

Each Series may purchase securities subject to demand features and/or guarantees. A demand feature supporting a money market fund instrument can be relied upon in a number of respects. First, the demand feature can be relied upon to shorten the maturity of the underlying instrument. Second, the demand feature, if unconditional, can be used to evaluate the credit quality of the underlying security. This means that the credit quality of the underlying security can be based solely on the credit quality of the unconditional demand feature supporting that security.

A guarantee is a form of unconditional credit support that may include, for example, bond insurance, a letter of credit, and an unconditional demand feature. A money market fund (including each Series except Short-Term Bond Series and Short-Term Municipal Bond Series) holding a security subject to a guarantee may determine the credit quality of the underlying security solely on the basis of the credit quality of the supporting guarantee.

Each Series may invest in securities directly issued by, or supported by, a demand feature provider or guarantor. Rule 2a-7 under the 1940 Act currently limits each Series’ (except Short-Term Bond Series and Short-Term Municipal Bond Series) investment in demand features and guarantees that are “second tier securities” under the Rule; that is, those securities that are rated in the second highest category by a specified number of rating organizations. Specifically, Rule 2a-7 provides that a money market fund cannot invest more than 5% of its total assets in securities directly issued by or supported by second tier demand features or guarantees that are issued by the same entity. If the limitations described in Rule 2a-7 are changed, each of the Series (other than Short-Term Bond Series and Short-Term Municipal Bond Series) will comply with the amended limitation.

Lending of Securities

Consistent with applicable regulatory requirements, each Series may lend its portfolio securities to brokers, dealers and financial institutions, provided that outstanding loans for each Series do not exceed in the aggregate 33 1 ¤ 3 % of the value of the Series’ respective total assets and provided that such loans are callable at any time by such Series and are at all times secured by cash or U.S. Government securities that is equal to at least the market value, determined daily, of the loaned securities. The advantage of such loans is that a Series continues to receive payments in lieu of the interest on the loaned securities, while at the same time earning interest either directly from the borrower or on the cash collateral which will be invested in short-term obligations. Any voting rights, or rights to consent, relating to the securities loaned pass to the borrower. However, if a material event affecting the investment occurs, such loans will be called so securities may be voted by one or more of the Series, as applicable.

A loan may be terminated by the borrower on one business day’s notice or by a Series at any time. If the borrower fails to maintain the requisite amount of collateral, the loan automatically terminates, and the Series could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over collateral. As with any extensions of credit, there are risks of delay in recovery and in some cases loss of rights in the collateral should the borrower of the securities fail financially.

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However, these loans of portfolio securities will only be made to firms determined to be creditworthy pursuant to procedures approved by the Board of Trustees (the Board) of the Fund. On termination of the loan, the borrower is required to return the securities to the Series, and any gain or loss in the market price during the loan would inure to that Series.

Each Series will pay reasonable finders, administrative and custodial fees in connection with a loan of its securities or may share the interest earned on collateral with the borrower.

Illiquid Securities

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

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

Rule 144A of the Securities Act allows for a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a “safe harbor” from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers.

Restricted securities eligible for resale pursuant to Rule 144A under the Securities Act and commercial paper for which there is a readily available market will not be deemed to be illiquid under procedures established by the Board. Each investment adviser will monitor the liquidity of such restricted securities subject to the supervision of the Board. In reaching liquidity decisions, each investment adviser will consider, inter alia, the following factors: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer). In addition, in order for commercial paper that is issued in reliance with Section 4(2) of the Securities Act to be considered liquid, (a) it must be rated in one

B- 8




of the two highest rating categories by at least two nationally recognized statistical rating organizations (NRSRO), or if only one NRSRO rates the securities, by that NRSRO, or, if unrated, be of comparable quality in the view of the investment adviser; and (b) it must not be “traded flat” (i.e., without accrued interest) or in default as to principal or interest. Repurchase agreements and variable rate demand obligations (VRDOs) subject to demand are deemed to have a maturity equal to the notice period.

Securities of Other Investment Companies

Each Series may invest in securities of other investment companies registered under the 1940 Act to the extent permitted by the 1940 Act or to the extent permitted by order or otherwise by the Commission. Generally, each Series other than Short-Term Bond Series and Short-Term Municipal Bond Series, does not intend to invest more than 5% of its total assets in such securities. To the extent that a Series invests in securities of other registered investment companies, shareholders of the Series may be subject to duplicate management and advisory fees.

Borrowing

Each Series may borrow (including through entering reverse repurchase agreements) up to 33 1 ¤ 3 % of the value of its total assets (computed at the time the loan is made) from banks for temporary, extraordinary or emergency purposes. Each Series may pledge up to 33 1 ¤ 3 % of its total assets to secure such borrowings. A Series will not purchase portfolio securities if its borrowings (other than permissible securities loans) exceed 5% of its total assets.

General Debt Obligations

Master Notes and other Debt Obligations are instruments that can be structured to meet specific needs of the Fund. These are typically negotiated with an issuer to meet certain criteria. These securities may contain demand features , which would allow the Fund to demand repayment prior to the notes stated maturity date.

Repurchase Agreements

Each Series may purchase securities and concurrently enter into “repurchase agreements” with the seller, whereby the seller agrees to repurchase such securities at a specified price within a specified time (generally seven days or less). The repurchase agreements provide that the Series will sell the underlying instruments back to the dealer or the bank at the specified price and at a fixed time in the future, usually not more than seven days from the date of purchase. The difference between the purchase price and the resale price represents the interest earned by the Series, which is unrelated to the coupon rate or maturity of the purchased security. Repurchase agreements will at all times be fully collateralized in an amount at least equal to the resale price. Such collateral will be held by the Fund’s Custodian or a sub-custodian in a tri-party repurchase agreement, either physically or in a book-entry account.

A Series will enter into repurchase transactions only with parties which meet creditworthiness standards approved by the Fund’s Board. Each Series’ investment adviser monitors the creditworthiness of such parties under the general supervision of the Board. In the event of a default or bankruptcy by a seller, the Series will promptly seek to liquidate the collateral. To the extent that the proceeds limit any sale of such collateral upon a default in the obligation to repurchase are less than the resale price, the Series will suffer a loss, if the financial institution that is a party to the repurchase agreement petitions for bankruptcy or becomes subject to the U.S. Bankruptcy Code, the law regarding the rights of the trust is unsettled. As a result, under these circumstances, there may be a restriction on the Series’ ability to sell the collateral, and the Series could suffer a loss.

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At the present time, we do not anticipate that Treasury Money Market Series will engage in repurchase agreement transactions.

Reverse Repurchase Agreements

Reverse repurchase agreements have the characteristics of borrowing and involve the sale of securities held by a Series with an agreement to repurchase the securities at a specified price, date and interest payment. Each Series intends only to use the reverse repurchase technique when it will be to its advantage to do so. These transactions are only advantageous if a Series has an opportunity to earn a greater rate of interest on the cash derived from the transaction than the interest cost of obtaining that cash. A Series may be unable to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid. The use of reverse repurchase agreements may exaggerate any increase or decrease in the value of a Series’ portfolio. The Fund’s Custodian will maintain cash in a segregated account, or other liquid assets, maturing no later than the expiration of the reverse repurchase agreements and having a value equal to or greater than such commitments.

When-Issued and Delayed Delivery Securities

Each Series may purchase securities on a “when-issued” or “delayed delivery” basis. When-issued or delayed delivery transactions arise when securities are purchased or sold by a Series with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield to the Series at the time of entering into the transaction. Each Series will limit such purchases to those in which the date of delivery and payment falls within 90 days of the date of the commitment. A Series will make commitments for such when-issued transactions only with the intention of actually acquiring the securities. The Fund’s Custodian will segregate cash or other liquid assets having a value equal to or greater than a Series’ purchase commitments. If a Series chooses to dispose of the right to acquire a when-issued security prior to its acquisition, it could, as with the disposition of any other portfolio security, incur a gain or loss due to market fluctuations. The securities so purchased are subject to market fluctuation and no interest accrues to the purchaser during the period between purchase and settlement.

Segregated Assets

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

INVESTMENT RESTRICTIONS

For each Series its investment objective and the following restrictions are fundamental policies. Fundamental policies are those which cannot be changed without the approval of the holders of a majority of the outstanding voting securities of a Series. A “majority of the outstanding voting securities,” when used in this SAI, means the lesser of (1) 67% of the voting shares represented at a meeting at which more than 50% of the outstanding voting shares are present in person or represented by proxy or (2) more than 50% of the outstanding voting shares. With respect to the submission of a change in fundamental policy or investment objective of a Series, such matters shall be deemed to have been effectively acted upon with

B- 10




respect to the Series if a majority of the outstanding voting securities of the Series votes for the approval of such matters, as provided above.

1.     Each Series may not: Issue senior securities or borrow money or pledge its assets, except as permitted by the 1940 Act, and the rules and regulations promulgated thereunder, as each may be amended from time to time except to the extent that each Series may be permitted to do so by exemptive order, SEC release, no-action letter or similar relief or interpretations (collectively, the “1940 Act Laws, Interpretations and Exemptions”). For purposes of this restriction, the purchase or sale of securities on a when-issued or delayed delivery basis, reverse repurchase agreements, dollar rolls, short sales, derivative and hedging transactions such as interest rate swap transactions, and collateral arrangements with respect thereto, and transactions similar to any of the foregoing, and collateral arrangements with respect thereto, and obligations of a Series to Trustees pursuant to deferred compensation arrangements are not deemed to be a pledge of assets or the issuance of a senior security.

2.     Each Series may not: Buy or sell real estate, except that investment in securities of issuers that invest in real estate and investments in mortgage-backed securities, mortgage participations or other instruments supported or secured by interests in real estate are not subject to this limitation, and except that a Series may exercise rights relating to such securities, including the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner.

3.     Each Series may not: Act as underwriter except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws.

4.     Each Series may make loans, including loans of assets of a Series, repurchase agreements, trade claims, loan participations or similar investments, or as permitted by the 1940 Act Laws, Interpretations and Exemptions. The acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers’ acceptances or instruments similar to any of the foregoing will not be considered the making of a loan, and is permitted if consistent with the Series’ investment objective.

5.     Each Series may not: Buy or sell physical commodities or contracts involving physical commodities. Each Series may purchase and sell (i) derivative, hedging and similar instruments such as financial futures and options thereon, and (ii) securities or instruments backed by, or the return from which is linked to, physical commodities or currencies, such as forward currency exchange contracts, and a Series may exercise rights relating to such instruments, including the right to enforce security interests and to hold physical commodities and contracts involving physical commodities acquired as a result of a Series’ ownership of instruments supported or secured thereby until they can be liquidated in an orderly manner.

6.     Each Series may not: Purchase the securities of any issuer if, as a result, a Series would fail to be a diversified company within the meaning of the Investment Company Act of 1940, and the rules and regulations promulgated thereunder, as each may be amended from time to time, except to the extent that a Series may be permitted to do so by the 1940 Act Laws, Interpretations and Exemptions.

7.     Each Series may not: Purchase any security if as a result, 25% or more of a Series’ total assets would be invested in the securities of issuers having their principal business activities in the same industry, except for temporary defensive purposes, and except that this limitation does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities.

The Short-Term Municipal Bond Series and National Municipal Bond Money Market Series will, under normal circumstances, invest at least 80% of its investable assets in bonds that are exempt from federal income taxes. However, the interest on such obligations may be subject to the alternative minimum tax.

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

In addition to the fundamental policies listed above, the Fund’s Board of Trustees has approved the following non-fundamental policies. Non-fundamental policies may be changed without the approval of shareholders.

1.     Each Series may not: Make investments for the purpose of exercising control or management.

2.     Each Series may not: Purchase common stock or other voting securities, preferred stock, warrants or other equity securities, except as may be permitted by a Series by restriction number 3 below.

3.     Each Series may not: Invest in securities of other registered investment companies, except by purchases in the open market involving only customary brokerage commissions and as a result of which not more than 10% of its total assets (determined at the time of investment) would be invested in such securities, or except as part of a merger, consolidation or other acquisition .

Each Series (except the Taxable Money Market Series) will provide 60 days’ prior written notice to shareholders of a change in such Series’ non-fundamental policy of investing over 80% of its investable assets in the type of investments suggested by the Series’ name. The Taxable Money Market Series is not subject to such a policy.

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MANAGEMENT OF THE FUND

Information pertaining to the Trustees of the Fund is set forth below. Trustees who are not deemed to be “interested persons” of the Fund as defined in the 1940 Act, are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Fund are referred to as “Interested Trustees.” “Fund Complex” consists of the Fund and any other investment companies managed by Prudential Investments LLC (PI or the Manager).

Independent Trustees

Name, Address** and Age

 

 

 

Position With The Fund

 

Term of Office*** and Length of Time Served

 

Principal Occupations During Past Five Years

 

Number of Portfolios in Fund Complex Overseen By Trustee

 

Other Directorships Held By the Trustee****

Linda W. Bynoe (53)

 

Trustee

 

Since 2005

 

President and Chief Executive Officer (since March 1995) of Telemat Ltd. (management consulting); formerly Vice President at Morgan Stanley & Co.

 

82

 

Director of Simon Property Group, Inc. (real estate investment trust) (since May 2003); Anixter International (communication products distributor) (since January 2006); Director of Northern Trust Corporation (since April 2006).

David E.A. Carson (71)

 

Trustee

 

Since 2003

 

Director (January 2000-May 2000), Chairman (January 1999-December 1999), Chairman and Chief Executive Officer (January 1998-December 1998) and President, Chairman and Chief Executive Officer of People’s Bank (1983-1997).

 

86

 

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Robert E. La Blanc (72)

 

Trustee

 

Since 1999

 

President (since 1981) of Robert E. La Blanc Associates, Inc. (telecommunications).

 

85

 

Director of Chartered Semiconductor Manufacturing, Ltd. (since 1998); Computer Associates International, Inc. (since 2002) (software company); Fibernet Group, Inc. (since 2003) (telecom company); Director (since April 1999) of The High Yield Plus Fund, Inc.

Douglas H. McCorkindale (66)

 

Trustee

 

Since 2003

 

Chairman (since February 2001) of Gannett Co. Inc. (publishing and media); formerly Chief Executive Officer (June 2000-July 2005), President (September 1997-July 2005) and Vice Chairman (March 1984-May 2000) of Gannett Co. Inc.

 

85

 

Director of Gannett Co., Inc., Director of Continental Airlines Inc., (since May 1993); Director of Lockheed Martin Corp. (aerospace and defense) (since May 2001).

Richard A. Redeker (62)

 

Trustee

 

Since 2003

 

Management Consultant; Director (since 2001) and Chairman of the Board (since 2006) of Invesmart, Inc.; Director of Penn Tank Lines, Inc. (since 1999).

 

85

 

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Robin B. Smith (66)

 

Trustee

 

Since 1999

 

Chairman of the Board (since January 2003) of Publishers Clearing House (direct marketing), formerly Chairman and Chief Executive Officer (August 1996-January 2003) of Publishers Clearing House.

 

85

 

Director of BellSouth Corporation (since 1992).

Stephen G. Stoneburn (62)

 

Trustee

 

Since 1999

 

President and Chief Executive Officer (since June 1996) of Quadrant Media Corp. (a publishing company); formerly President (June 1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice President and Managing Director (January 1993-1995) of Cowles Business Media and Senior Vice President of Fairchild Publications, Inc. (1975-1989).

 

85

 

Clay T. Whitehead (67)

 

Trustee

 

Since 1999

 

President (since 1983) of YCO (new business development firm).

 

85

 

 

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Interested Trustees

Name, Address** and Age

 

 

 

Position With The Fund

 

Term of Office*** and Length of Time Served

 

Principal Occupations During Past Five Years

 

Number of Portfolios in Fund Complex Overseen By Trustee

 

Other Directorships Held By the Trustee****

Robert F. Gunia (59)*

 

Trustee and Vice President

 

Since 1999

 

Chief Administrative Officer (since September 1999) and Executive Vice President (since December 1996) of Prudential Investments LLC; President (since April 1999) of Prudential Investment Management Services LLC; Executive Vice President (since March 1999) and Treasurer (since May 2000) of Prudential Mutual Fund Services LLC.

 

158

 

Vice President and Director (since May 1989) and Treasurer (since 1999) of The Asia Pacific Fund, Inc.

Judy A. Rice (58)*

 

Trustee and President

 

Since 2000
Since 2003

 

President, Chief Executive Officer, Chief Operating Officer and Officer-In-Charge (since February 2003) of Prudential Investments LLC; Vice President (since February 1999) of Prudential Investment Management Services LLC; President, Chief Executive Officer and Officer-In-Charge (since April 2003) of Prudential Mutual Fund Services LLC; Director (since May 2003) and Executive Vice President (since June 2005) of American Skandia Investment Services, Inc.; formerly Executive Vice President (September 1999-February 2003) of Prudential Investments LLC; Member of Board of Governors of the Investment Company Institute.

 

81

 

 

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Information pertaining to the Officers of the Fund who are not also Trustees is set forth below.

Officers

Name, Address** and Age

 

 

 

Position With Fund

 

Term of Office*** and Length of Time Served

 

Principal Occupations During Past Five Years

Kathryn L. Quirk (53)

 

Chief Legal Officer

 

Since 2005

 

Vice President and Corporate Counsel (since September 2004) of Prudential; Executive Vice President, Chief Legal Officer and Secretary (since July 2005) of Prudential Investments LLC and Prudential Mutual Fund Services LLC; formerly Managing Director, General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc.

Lee D. Augsburger (46)

 

Chief Compliance Officer

 

Since 2004

 

Senior Vice President and Chief Compliance Officer (since April 2003) of PI; Vice President (since November 2000) and Chief Compliance Officer (since October 2000) of Prudential Investment Management, Inc.; Chief Compliance Officer and Senior Vice President (since May 2003) of American Skandia Investment Services, Inc.

Grace C. Torres (46)

 

Treasurer and Principal Financial and Accounting Officer

 

Since 1999

 

Assistant Treasurer (since March 1999) and Senior Vice President (since September 1999) of PI; Assistant Treasurer (since May 2003) and Vice President (since June 2005) of American Skandia Investment Services, Inc.; Senior Vice President and Assistant Treasurer (since May 2003) of American Skandia Advisory Services, Inc.; formerly Senior Vice President (May 2003-June 2005) of American Skandia Investment Services, Inc.

Deborah A. Docs (48)

 

Secretary

 

Since 2005

 

Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PI; formerly Vice President and Assistant Secretary (May 2003-June 2005) of American Skandia Investment Services, Inc.

Helene Gurian (52)

 

Acting Anti-Money Laundering Compliance Officer

 

Since 2004

 

Vice President, Prudential (since July 1997). Vice President, Compliance (July 1997-January 2001); Vice President, Compliance and Risk Officer, Retail Distribution (January 2001- May 2002); Vice President, Corporate Investigations (May 2002-date) responsible for supervision of Prudential’s fraud investigations, anti-money laundering program and high technology investigation unit.

B- 17




 

Jonathan D. Shain (47)

 

Assistant Secretary

 

Since 2005

 

Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PI; Vice President and Assistant Secretary (since February 2001) of PMFS; formerly Vice President and Assistant Secretary (May 2003-June 2005) of American Skandia Investment Services, Inc.

Claudia DiGiacomo (31)

 

Assistant Secretary

 

Since 2005

 

Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown Wood LLP (1999-2004).

John P. Schwartz (35)

 

Assistant Secretary

 

Since 2006

 

Vice President and Corporate Counsel (since April 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown Wood LLP (1997-2005).

M. Sadiq Peshimam (42)

 

Assistant Treasurer

 

Since 2006

 

Vice President (since 2005) and Director (since 2000) within Prudential Mutual Fund Administration.

Jack Benintende (42)

 

Assistant Treasurer

 

Since 2006

 

Vice President (since June 2000) within Prudential Mutual Fund Administration; formerly Senior manager within the investment management practice of PricewaterhouseCoopers LLP (May 1994 through June 2000).


                     The Fund Complex consists of all investment companies managed by PI. The Funds for which PI serves as manager include JennisonDryden Mutual Funds, Strategic Partners Funds, The Prudential Variable Contract Accounts 2, 10 and 11, The Target Portfolio Trust, The Prudential Series Fund, Inc., American Skandia Trust, and Prudential’s Gibraltar Fund.

*                      Interested Person, as defined in the 1940 Act, by reason of employment with the Manager, the Subadviser, or the Distributor.

**                Unless otherwise noted, the address of the Trustees and Officers is c/o: Prudential Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102.

***          There is no set term of office for Trustees and Officers. The Independent Trustees have adopted a retirement policy, which calls for the retirement of Trustees on December 31 of the year in which they reach the age of 75. The table shows the individual’s length of service as Trustee and/or Officer.

****    This column includes only directorships of companies required to register, or file reports with the Commission under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the 1940 Act.

The Fund has Trustees who, in addition to overseeing the actions of the Fund’s Manager, Subadviser and Distributor, decide upon matters of general policy. In addition to their functions set forth under “Investment Advisory and Other Services—Manager and Investment Adviser,” and “Principal Underwriter and Distributor,” the Trustees also review the actions of the Fund’s Officers, who conduct and supervise the daily business operations of the Fund.

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Trustees and Officers of the Fund are also trustees, directors and officers of some or all of the other investment companies advised by the Fund’s Manager and distributed by PIMS.

The Board has appointed a Chief Compliance Officer, Lee D. Augsburger, on behalf of the Fund. Mr. Augsburger oversees the implementation of policies and procedures for the Fund to ensure compliance with the applicable federal securities laws, and related rules. Mr. Augsburger serves in this capacity for all of the funds in the Fund Complex. In addition, Mr. Augsburger serves as chief compliance officer of the Manager.

STANDING BOARD COMMITTEES

The Fund’s Board of Trustees (the Board) has established three standing committees in connection with the governance of the Fund—Audit, Nominating and Governance and Investment.

Audit Committee.   The Audit Committee consists of Messrs. Carson (chair), Stoneburn, Whitehead and Ms. Smith (ex-officio). The Board has determined that each member of the Audit Committee is not an “interested person” as defined in the 1940 Act. The responsibilities of the Audit Committee are to assist the Board in overseeing the Fund’s independent registered public accounting firm, accounting policies and procedures, and other areas relating to the Fund’s auditing processes. The Audit Committee is responsible for pre-approving all audit services and any permitted non-audit services to be provided by the independent registered public accounting firm directly to the Fund. The Audit Committee is also responsible for pre-approving permitted non-audit services to be provided by the independent registered public accounting firm to (1) the Manager and (2) any entity in a control relationship with the Manager that provides ongoing services to the Fund, provided that the engagement of the independent registered public accounting firm relates directly to the operation and financial reporting of the Fund. The scope of the Audit Committee’s responsibility is oversight. It is management’s responsibility to maintain appropriate systems for accounting and internal control and the independent registered public accounting firms’ responsibility to plan and carry out an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee met four times during the fiscal year ended January 31, 2006.

Nominating and Governance Committee.   The Nominating and Governance Committee of the Board is responsible for nominating directors and making recommendations to the Board concerning Board composition, committee structure and governance, director education, and governance practices. The members of the Nominating and Governance Committee are Mr. Redeker (Chair), Mr. LaBlanc, Mr. McCorkindale and Ms. Smith (ex-officio). The Board has determined that each member of the Nominating and Governance Committee is not an “interested person” as defined in the 1940 Act. The Nominating and Governance Committee met three times during the fiscal year ended January 31, 2006. The Nominating and Governance Committee Charter is available on the Fund’s website at www.jennisondryden.com .

JennisonDryden and Strategic Partners Investment Committees.    In September 2005, the Board of each Fund in the Prudential retail mutual funds complex formed joint committees to review the performance of each Fund in the fund complex. The JennisonDryden Investment Committee reviews the performance of each Fund whose subadvisers are affiliates of the Manager, while the Strategic Partners Investment Committee reviews the performance of funds whose subadvisers are not affiliates of the Manager. Each Committee meets at least five times per year and reports the results of its review to the full Board of each Fund at each regularly scheduled Board meeting. Every Independent Director sits on one of the two Committees. The JennisonDryden Investment Committee consists of Mses. Bynoe (Chair) and Rice and Messrs. Carson, Stoneburn and Whitehead. The Strategic Partners Investment Committee consists of Messrs. La Blanc, Gunia, McCorkindale (Chair) and Redeker and Ms. Smith (ex-officio).

Selection of Director Nominees.   The Nominating and Governance Committee is responsible for considering nominees for trustee at such times as it considers electing new members to the Board. The

B- 19




Nominating and Governance Committee may consider recommendations by business and personal contacts of current Board members, and by executive search firms which the Committee may engage from time to time and will also consider shareholder recommendations. The Nominating and Governance Committee has not established specific, minimum qualifications that it believes must be met by a nominee. In evaluating nominees, the Nominating and Governance Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the 1940 Act; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Nominating and Governance Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. There are no differences in the manner in which the Nominating and Governance Committee evaluates nominees for the Board based on whether the nominee is recommended by a shareholder.

A shareholder who wishes to recommend a trustee for nomination should submit his or her recommendation in writing to the Chair of the Board (Robin B. Smith) or the Chair of the Nominating and Governance Committee (Richard A. Redeker), in either case at Dryden Core Investment Fund, P.O. Box 13964, Philadelphia, PA 19176. At a minimum, the recommendation should include:

·        the name, address, and business, educational, and/or other pertinent background of the person being recommended;

·        a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

·        any other information that the Fund would be required to include in a proxy statement concerning the person if he or she was nominated; and

·        the name and address of the person submitting the recommendation, together with the number of Fund shares held by such person and the period for which the shares have been held.

The recommendation also can include any additional information which the person submitting it believes would assist the Nominating and Governance Committee in evaluating the recommendation.

Shareholders should note that a person who owns securities issued by Prudential Financial, Inc. (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the 1940 Act. In addition, certain other relationships with Prudential Financial, Inc. or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”

Before the Nominating and Governance Committee decides to nominate an individual to the Board, Committee members and other Board members customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving on the board of a registered investment company.

Shareholder Communications with Directors

Shareholders of the Fund can communicate directly with the Board of Trustees by writing to the Chair of the Board, Dryden Core Investment Fund, P.O. Box 13964, Philadelphia, PA 19176. Shareholders can communicate directly with an individual Trustee by writing to that trustee at Dryden Core Investment Fund, P.O. Box 13964, Philadelphia, PA 19176. Such communications to the Board or individual trustees are not screened before being delivered to the addressee.

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Compensation

Pursuant to the Management Agreement with the Fund, the Manager pays all compensation of officers and employees of the Fund as well as the fees and expenses of all Interested Trustees of the Fund.

The Fund pays each of its Independent Trustees annual compensation in addition to certain out-of-pocket expenses. Trustees who serve on the Committees may receive additional compensation. The amount of compensation paid to each Independent Trustee may change as a result of the introduction of additional funds upon whose boards the Trustees may be asked to serve.

Independent Trustees may defer receipt of their Trustees’ fees pursuant to a deferred fee agreement with the Fund. Under the terms of such agreement, the Fund accrues deferred Trustees’ fees daily, which, in turn, accrues interest at a rate equivalent to the prevailing rate of 90-day U.S. Treasury bills at the beginning of each calendar quarter or, at the daily rate of return of any JennisonDryden or Strategic Partners mutual fund chosen by the Trustee. The Fund’s obligation to make payments of deferred Trustees’ fees, together with interest thereon is a general obligation of the Fund.

The Fund has no retirement or pension plan for its Trustees.

The following table sets forth the aggregate compensation paid by the Fund for the fiscal year ended January 31, 2006 to the Independent Trustees. The table also shows aggregate compensation paid to those Trustees for service on the Fund’s Board and the Board of any other investment company in the Fund Complex, for the calendar year ended December 31, 2005.

Compensation Table

Name and Position

 

 

 

Fiscal Year
Aggregate Compensation
From Fund

 

Total 2005 Compensation From Funds and
Fund Complex Paid to Independent Trustees

 

Linda W. Bynoe(1)

 

 

$

5,324

 

 

 

$

179,900 (34/82)

*

 

David E.A. Carson

 

 

$

5,698

 

 

 

$

190,000 (37/86)

*

 

Robert E. La Blanc

 

 

$

5,386

 

 

 

$

179,000 (36/85)

*

 

Douglas H. McCorkindale(1)

 

 

$

5,074

 

 

 

$

170,000 (35/85)

*

 

Richard A. Redeker

 

 

$

5,698

 

 

 

$

184,000 (35/85)

*

 

Robin B. Smith(1)

 

 

$

6,010

 

 

 

$

193,000 (36/85)

*

 

Stephen G. Stoneburn(1)

 

 

$

5,324

 

 

 

$

179,000 (36/85)

*

 

Nancy H. Teeters(2)

 

 

$

4,450

 

 

 

$

160,000             

 

 

Clay T. Whitehead

 

 

$

5,324

 

 

 

$

174,000 (36/85)

*

 


*                     Number of funds/portfolios which existed at December 31, 2005 and excludes funds/portfolios which liquidated/merged during 2005.

(1)           Although the last column shows the total amount paid to Trustees from the Fund Complex during the calendar year ended December 31, 2005, such compensation was deferred at the election of this Trustee, in total or in part, under the Fund’s deferred fee agreement. Including accrued interest on amounts deferred through December 31, 2005, the total amount of deferred compensation for the year amounted to $18,629, $233,108, $374,645 and $19,719 for Ms. Bynoe, Mr. McCorkindale, Ms. Smith and Mr. Stoneburn, respectively.

(2)           Effective April 23, 2003, Ms. Teeters became a Trustee Emeritus.

Trustees who are interested and Officers do not receive compensation from the Fund or any fund in the Fund Complex and therefore are not shown in the Compensation Table.

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The following table sets forth the dollar range of equity securities in the Fund beneficially owned by a Trustee, and, on an aggregate basis, in all registered investment companies overseen by a Trustee in the Fund Complex as of December 31, 2005.

Trustee Share Ownership Table

Name of Trustee

 

 

 

Dollar Range of Equity Securities in
the Fund

 

Aggregate Dollar Range of Equity Securities
in all Registered Investment Companies
Overseen By Trustee in Fund Complex

 

Linda W. Bynoe

 

 

 

 

 

Over $100,000

 

 

David E.A. Carson

 

 

 

 

 

Over $100,000

 

 

Robert E. LaBlanc

 

 

 

 

 

Over $100,000

 

 

Douglas H. McCorkindale

 

 

 

 

 

Over $100,000

 

 

Richard A. Redeker

 

 

 

 

 

Over $100,000

 

 

Robin B. Smith

 

 

 

 

 

Over $100,000

 

 

Stephen G. Stoneburn

 

 

 

 

 

Over $100,000

 

 

Clay T. Whitehead

 

 

 

 

 

Over $100,000

 

 

Robert F. Gunia

 

 

 

 

 

Over $100,000

 

 

Judy A. Rice

 

 

 

 

 

Over $100,000

 

 

 

None of the Independent Trustees, or any members of his/her immediate family owned beneficially or of record, any securities in an investment adviser or principal underwriter of the Fund or a person (other than a registered investment company) directly controlling, controlled by, or under common control with, an investment adviser or principal underwriter of the Fund as of December 31, 2005.

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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of May 12, 2006, the Trustees and Officers of the Fund, as a group, owned less than 1% of the outstanding shares of beneficial interest of each of the Series and of the Fund as a whole.

As of May 12, 2006, the beneficial owners, directly or indirectly, of more than 5% of the outstanding shares of any one class of shares of the Fund were:

Name

 

 

 

Address

 

No. Shares/%

Taxable MM Series

 

 

 

 

Pru Ins General  Lending Collation
John Dittemer

 

Two Gateway Center 3 rd  Fl
Newark NJ 07102

 

2,017,846,999/13.3%

Short-Term Bond Series

 

 

 

 

Dryden Gov’t Income Fund Inc
John Dittemer

 

2 Gateway Center Fl 3
Newark NJ 07102

 

9,872,748/17.8%

PRUPLAN Equity
Attn PIM FI Confirmation Dept

 

Two Gateway Center 7 th  Fl
Newark NJ 07102

 

6,463,886/11.6%

Institutional MBS FI Fund of C
Employee Benefit Trust of Pru
Attn PIM FI Confirmation Dept

 

Two Gateway Center 7 th  Fl
Newark NJ 07102

 

3,734,850/6.7%

PRU Series Flexible Bond
John Dittemer

 

Two Gateway Center 3 rd  Fl
Newark NJ 07102

 

8,776,868/15.8%

PRU Series Diversified Bond
John Dittemer

 

Two Gateway Center 3 rd  Fl
Newark NJ 07102

 

6,729,834/12.1%

PRU Series Cons Bond
John Dittemer

 

Two Gateway Center 3 rd  Fl
Newark NJ 07102

 

7,457,094/13.4%

PRU Series Gov’t Income Portfolio
John Dittemer

 

Two Gateway Center 3 rd  Fl
Newark NJ 07102

 

3,364,380/6.1%

 

INVESTMENT ADVISORY AND OTHER SERVICES

Manager and Investment Adviser

The Manager of the Fund is Prudential Investments LLC (PI or the Manager), Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102. The Manager serves as manager to all of the other investment companies that, together with the Fund, comprise the JennisonDryden or Strategic Partners mutual funds. See “How the Fund is Managed-Manager” in the Prospectus. As of March 31, 2006, PI served as the investment manager to all of the Prudential U.S. and offshore open-end investment companies, and as administrator to closed-end investment companies, with aggregate assets of approximately $98.9 billion.

PI is a wholly owned subsidiary of PIFM Holdco, Inc., which is a wholly-owned subsidiary of Prudential Asset Management Holding Company LLC, which is a wholly-owned subsidiary of Prudential Financial, Inc. (Prudential). Prudential Mutual Fund Services LLC (the Transfer Agent or PMFS), an affiliate of the Manager, serves as the transfer agent and dividend-disbursing agent for the JennisonDryden and Strategic Partners mutual funds and, in addition, provides customer service, record keeping and management and administrative services to qualified plans.

Pursuant to the Management Agreement with the Fund (the Management Agreement), the Manager, subject to the supervision of the Fund’s Board and in conformity with the stated policies of the Fund,

B- 23




manages both the investment operations of the Fund and the composition of the Fund’s portfolio, including the purchase, retention, disposition and loan of securities and other assets. In connection therewith, the Manager is obligated to keep certain books and records of the Fund. PI is authorized to enter into subadvisory agreements for investment advisory services in connection with the management of the Fund. PI will continue to have responsibility for all investment advisory services performed pursuant to any such subadvisory agreements.

PI will review the performance of any subadvisers and make recommendations to the Board with respect to the retention of the subadvisers, and the renewal of any subadvisory agreements. PI also administers the Fund’s corporate affairs and, in connection therewith, furnishes the Fund with office facilities, together with those ordinary clerical and bookkeeping services which are not being furnished by The Bank of New York (BNY), the Fund’s custodian (the Custodian), and PMFS. The management services of PI for the Fund are not exclusive under the terms of the Management Agreement and PI is free to, and does, render management services to others.

For its services, PI will be reimbursed for its direct costs, exclusive of any profit or overhead.

In connection with its management of the corporate affairs of the Fund, PI bears the following expenses:

(1)   the salaries and expenses of all personnel of the Fund and the Manager, except the fees and expenses of Independent Trustees;

(2)   all expenses incurred by the Manager or by the Fund in connection with managing the ordinary course of the Fund’s business, other than those assumed by the Fund, as described below; and

(3)   the costs and expenses payable to any Subadviser pursuant to any subadvisory agreement between the Manager and a Subadviser.

Under the terms of the Management Agreement, the Fund is responsible for the payment of the following expenses: (1) the fee payable to the Manager, (2) the fees and expenses of Independent Trustees, (3) the fees and certain expenses of the Fund’s Custodian and Transfer Agent, including the cost of providing records to the Manager in connection with its obligation of maintaining required records of the Fund and of pricing the Fund’s shares, (4) the charges and expenses of the Fund’s legal counsel and independent registered public accounting firm, (5) brokerage commissions, if any, and any issue or transfer taxes chargeable to the Fund in connection with its securities transactions, (6) all taxes and corporate fees payable by the Fund to governmental agencies, (7) the fees of any trade association of which the Fund is a member, (8) the cost of stock certificates representing shares of the Fund, (9) the cost of fidelity and liability insurance, (10) the fees and expenses involved in registering and maintaining registration of the Fund and of its shares with the Commission, including the preparation and printing of the Fund’s registration statements and prospectuses for such purposes, and the fees and expenses of registration and notice filings made in accordance with state securities laws, (11) allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees’ meetings and of preparing, printing and mailing reports, proxy statements and prospectuses to shareholders, (12) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, and (13) distribution and service fees.

The Management Agreement also provides that the Manager will not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which the Management Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of duty.

The Management Agreement provides that it will terminate automatically if assigned (as defined in the 1940 Act), and that it may be terminated without penalty by either party upon not more than 60 days’

B- 24




or less than 30 days’ written notice. The Management Agreement provides that it will continue in effect for a period of more than two years from the date of execution only so long as such continuance is specifically approved at least annually in accordance with the requirements of the 1940 Act.

For the fiscal years ended January 31, 2006, 2005 and 2004, PI received management fees (reimbursement for costs and expenses) from the Taxable Money Market Series of $1,751,340, $1,300,000, and $1,400,000, respectively. For the period ended January 31, 2006, PI received management fees (reimbursement for costs and expenses) from the Short-Term Bond Series of $48,972.

PI has entered into a Subadvisory Agreement with Prudential Investment Management, Inc. (PIM or the Subadviser), a wholly owned subsidiary of Prudential. The Subadvisory Agreement provides that PIM furnish investment advisory services in connection with the management of the Fund. In connection therewith, PIM is obligated to keep certain books and records of the Fund. PI continues to have responsibility for all investment advisory services pursuant to the Management Agreement and supervises PIM’s performance of such services. PIM is reimbursed by PI for its direct costs, excluding profit and overhead, incurred by PIM in furnishing services to PI.

The Subadvisory Agreement provides that it will terminate in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadvisory Agreement may be terminated by the Fund, PI or PIM upon not more than 60 days’ nor less than 30 days’ written notice. The Subadvisory Agreement provides that it will continue in effect for a period of more than two years from its execution only so long as such continuance is specifically approved by the Board at least annually in accordance with the requirements of the 1940 Act.

Additional Information About the Portfolio Managers

The following tables set forth certain additional information with respect to the portfolio managers for the Short-Term Bond Series of the Fund. Unless noted otherwise, all information is provided as of January 31, 2006.

Other Accounts Managed by Portfolio Managers .   The table below identifies, for each portfolio manager, the number of accounts managed and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts whose fees are based on performance is indicated in italics typeface.

Portfolio Manager

 

 

 

Registered Investment Companies

 

Other Pooled Investment Vehicles

 

Other Accounts

Joseph D’Angelo

 

1 Registered Mutual Fund with $103,545,000 in total assets under management.

 

None

 

6 Other Accounts with $11,214,511,000 in total assets under management.

Joseph M. Tully

 

13 Registered Mutual Funds with $16,295,679,000 in total assets under management.

 

None

 

None

 

Portfolio Manager Compensation/Material Conflicts of Interest.    Set forth below is an explanation of the structure of, and method(s) used by PIM to determine portfolio manager compensation. Also set forth below is an explanation of any material conflicts of interest that may arise between a portfolio manager’s management of the Fund’s investments and investments in other accounts.

B- 25




Portfolio Manager Compensation:

PIM’s public fixed income unit, (PIM Fixed Income), seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals, which includes portfolio managers and research analysts, and to align the interests of its investment professionals with that of its clients and overall firm results. PIM Fixed Income’s investment professionals are compensated through a combination of base salary, a performance-based annual cash incentive bonus and a long-term incentive grant. The long-term incentive grant is generally divided between stock options and restricted stock of Prudential Financial, Inc., providing investment professionals with an ownership stake. Investment professionals are all covered by the same general compensation structure although they manage multiple accounts. All investment compensation is paid by the investment adviser and not from any assets of the investment company or other managed accounts.

The salary component is based on market data relative to similar positions within the industry as well as the past performance, experience and responsibility of the individual. Investment professionals’ incentive compensation payments, including their annual bonus and long-term incentive grant, are paid from an annual incentive pool. The size of the annual incentive pool is determined quantitatively based on three factors:

1) Investment performance (pre-tax) of portfolios on a 1-year and 3-year basis relative to appropriate market peer groups or benchmarks, such as the market-based benchmark specified in this prospectus, 2) PIM Fixed Income’s business results as measured by financial indicators such as asset growth, operating margin and earnings growth, and 3) market-based data indicating trends and levels of overall compensation in the asset management industry in a given year. PIM Fixed Income regularly benchmarks its compensation program against leading asset management firms in the industry to monitor competitiveness. Each investment professional’s incentive compensation payment, including the annual bonus and long-term incentive grant from the incentive pool, is primarily determined by how significantly he or she contributes to delivering investment performance to clients consistent with portfolio objectives, guidelines, and risk parameters, as well as the individual’s qualitative contributions to the organization.

Conflicts of Interest:

PIM is an indirect, wholly-owned subsidiary of Prudential Financial and as such is part of a full-scale global financial services organization, affiliated with insurance companies, investment advisers and broker-dealers. PIM’s portfolio managers are often responsible for managing multiple accounts, including accounts of affiliates, institutional accounts, mutual funds, insurance company separate accounts and various pooled investment vehicles, such as commingled trust funds and unregistered funds. These affiliations and portfolio management responsibilities may cause potential and actual conflicts of interest. PIM aims to conduct itself in a manner it considers to be the most fair and consistent with its fiduciary obligations to all of its clients, including the Fund.

Management of multiple accounts and funds side-by-side may raise potential conflicts of interest relating to the allocation of investment opportunities, the aggregation and allocation of trades and cross trading. PIM has developed policies and procedures designed to address these potential conflicts of interest.

The Fund may be prohibited from engaging in transactions with its affiliates even when such transactions may be beneficial for the Fund. Certain affiliated transactions are permitted in accordance with procedures adopted by the Fund and reviewed by the independent directors of the Fund.

There may be restrictions imposed by law, regulation or contract regarding how much, if any, of a particular security PIM may purchase or sell on behalf of the Fund, and as to the timing of such purchase or sale. Such restrictions may come into play as a result of PIM’s relationship with Prudential Financial and its other affiliates. Also, PIM may come into possession of material, non-public information with respect to

B- 26




a particular issuer and as a result be unable to execute purchase or sale transactions in securities of such issuer for the Fund. This can occur particularly with respect to fixed income investments because PIM has a bank loan unit that often invests in private loans that require the issuer to provide material, non-public information. PIM generally is able to avoid certain other potential conflicts due to the possession of material, non-public information by maintaining “Information Barriers” to prevent the transfer of this information between units of PIM as well as between affiliates and PIM. Additionally, in an effort to avoid potential conflicts of interest, PIM’s fixed income unit has procedures in place to carefully consider whether or not to accept material, non-public information with respect to certain issuers, where appropriate.

Certain affiliates of PIM develop and may publish credit research that is independent from the research developed within PIM. PIM may hold different opinions on the investment merits of a given security, issuer or industry such that PIM may be purchasing or holding a security for the Fund and an affiliated entity may be selling or recommending a sale of the same security or other securities of the issuer. Conversely, PIM may be selling a security for the Fund and an affiliated entity may be purchasing or recommending a buy of the same security or other securities of the same issuer. In addition, PIM’s affiliated broker-dealers or investment advisers may be executing transactions in the market in the same securities as the Fund at the same time.

With respect to the management of the Fund, PIM may cause securities transactions to be executed concurrently with authorizations to purchase or sell the same securities for other accounts managed by PIM, including proprietary accounts or accounts of affiliates. In these instances, the executions of purchases or sales, where possible, are allocated equitably among the various accounts (including the Fund).

PIM may buy or sell, or may direct or recommend that another person buy or sell, securities of the same kind or class that are purchased or sold for the Fund, at a price which may be different from the price of the securities purchased or sold for the Fund. In addition, PIM may, at any time, execute trades of securities of the same kind or class in one direction for an account and trade in the opposite direction or not trade for any other account, including the Fund, due to differences in investment strategy or client direction.

The fees charged to advisory clients by PIM may differ depending upon a number of factors including, but not limited to, the unit providing the advisory services, the particular strategy, the size of a portfolio being managed, the relationship with the client, the origination and service requirements and the asset class involved. Fees may also differ based on account type (e.g., commingled accounts, trust accounts, insurance company separate accounts, and corporate, bank or trust-owned life insurance products). Fees are negotiable so one client with similar investment objectives or goals may be paying a higher fee than another client. Fees paid by certain clients may also be higher due to performance based fees which increase based on the performance of a portfolio above an established benchmark. Also, large clients generate more revenue for PIM than do smaller accounts. A portfolio manager may be faced with a conflict of interest when allocating scarce investment opportunities given the benefit to PIM of favoring accounts that pay a higher fee or generate more income for PIM. To address this conflict of interest, PIM has adopted allocation policies as well as supervisory procedures that are intended to fairly allocate investment opportunities among competing client accounts.

PIM and its affiliates manage certain funds that are subject to incentive compensation on a side-by-side basis with the Fund. PIM and/or certain of its affiliates may have an interest in such funds. PIM and its affiliates have implemented policies and procedures to address potential conflicts of interest arising out of such side-by-side management. For example, the Fund may at times be precluded from taking positions overweighted versus an index in securities and other instruments in which one or more of the funds hold short positions. The Fund may at times be precluded from taking short positions in securities in which one or more of the funds hold positions overweighted versus an index. Lending, borrowing and other financing

B- 27




opportunities with respect to securities for which the market is paying a premium rate over normal market rates and for which there may be limited additional demand will be allocated to the Fund prior to allocating the opportunities to such funds.

Conflicts of interest may also arise regarding proxy voting. A committee of senior business representatives together with relevant regulatory personnel oversees the proxy voting process and monitors potential conflicts of interest relating to proxy voting.

Conflicts of interest may also arise in connection with securities holdings. Prudential Financial, the general account of The Prudential Insurance Company of America (“PICA”), PIM’s proprietary accounts and accounts of other affiliates (collectively the “Affiliated Accounts”) may at times have various levels of financial or other interests, including but not limited to portfolio holdings, in companies whose securities may be held or purchased or sold in PIM’s client accounts, including the Fund. These financial interests may at any time be in potential or actual conflict or may be inconsistent with positions held or actions taken by PIM on behalf of the Fund. These interests can include loan servicing, debt or equity financing, services related to advising on merger and acquisition issues, strategic corporate relationships or investments and the offering of investment advice in various forms. Thus PIM may invest Fund assets in the securities of companies with which PIM or an affiliate of PIM has a financial relationship, including investment in the securities of companies that are advisory clients of PIM.

It is anticipated that there will be situations in which the interests of the Fund in a portfolio company may conflict with the interests of one or more Affiliated Accounts or other client accounts managed by PIM or its affiliates. This may occur because Affiliated Accounts hold public and private debt and equity securities of a large number of issuers and may invest in some of the same companies as the Fund but at different levels in the capital structure. Investment by Affiliated Accounts at different levels to that of the Fund in the capital structure of a portfolio company presents inherent conflicts of interest between the Affiliated Accounts and the Fund. For example, in the event of restructuring or insolvency, the holders of senior debt may exercise remedies and take other actions that are not in the interest of or are adverse to holders of junior debt. Similarly, an Affiliated Account might hold secured debt of an issuer whose public unsecured debt is held by the Fund. Such conflicts may also exist among client accounts managed by PIM or its affiliates. While these conflicts cannot be eliminated, PIM has implemented policies and procedures designed to ensure that, notwithstanding these conflicts, investments of the Fund are originated and managed in its best interests.

Portfolio managers may advise Affiliated Accounts. In addition, PIM’s portfolio manager(s) may have a financial interest in the accounts they advise, either directly or indirectly. To address potential conflicts of interest, PIM has procedures, including supervisory review procedures, designed to ensure that, including to the extent that client accounts, including the Fund, are managed differently from Affiliated Accounts, each of the client accounts, and each Affiliated Account, is managed in a manner that is consistent with its investment objectives, investment strategies and restrictions, as well as with PIM’s fiduciary obligations.

Potential conflicts of interest may exist in instances in which PIM or its affiliates determine that a specific transaction in a security is appropriate for a specific account, including the Affiliated Accounts, based upon numerous factors including, among other things, investment objectives, investment strategies or restrictions, while other accounts (including the Affiliated Accounts) may hold or take the opposite position in the security in accordance with those accounts’ investment objectives, investment strategies and restrictions (these conflicting positions and transactions, where arising from PIM’s advisory activities or where PIM is otherwise aware of them, are collectively referred to as “Differing Positions”). PIM periodically conducts reviews of these accounts and assesses the appropriateness of these Differing Positions.

Because of the substantial size of PICA’s general account, trading by PICA’s general account in certain securities, particularly certain fixed income securities, may result in market changes in response to trades. Although PIM expects that PICA’s general account will execute transactions that will move a

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market in a security infrequently, and generally in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients.

PIM follows Prudential Financial’s policies on business ethics, personal securities trading by investment personnel, and information barriers and has adopted a code of ethics, allocation policies, supervisory procedures and conflicts of interest policies, among other policies and procedures, which are designed to ensure that clients are not harmed by these potential or actual conflicts of interests; however, there is no guarantee that such policies and procedures will detect and ensure avoidance, disclosure or mitigation of each and every situation in which a conflict may arise.

Portfolio Manager Securities Ownership.    The table below identifies, for each portfolio manager, ownership of Fund securities by each portfolio manager.

Portfolio Manager

 

 

 

Ownership of Fund Securities

Joseph D’Angelo

 

None

Joseph M. Tully

 

None

 

Principal Underwriter and Distributor

Prudential Investment Management Services LLC (PIMS or the Distributor), Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102, acts as the distributor of the shares of the Fund. See “How the Fund is Managed-Distributor” in the Prospectus. PIMS does not receive any compensation from the Fund for distributing its shares. PIMS is a subsidiary of Prudential.

Pursuant to the Distribution Agreement, the Fund has agreed to indemnify the Distributor to the extent permitted by applicable law against certain liabilities under the federal securities laws.

Other Service Providers

The Bank of New York (BNY), One Wall Street, New York, NY 10286, serves as Custodian for the Fund’s portfolio securities, and in that capacity maintains cash and certain financial and accounting books and records pursuant to an agreement with the Fund.

Prudential Mutual Fund Services LLC (PMFS), 100 Mulberry Street, Gateway Center Three, Newark, NJ 07102, serves as the transfer agent and dividend-disbursing agent of the Fund. PMFS is an affiliate of PI. PMFS provides customary transfer agency services to the Fund, including the handling of shareholder communications, the processing of shareholder transactions, the maintenance of shareholder account records, payment of dividends and distributions and related functions. In connection with the transfer agency services rendered by PMFS to the Fund, PMFS will be reimbursed for its direct costs, excluding profit and overhead.

KPMG LLP, 345 Park Avenue, New York, NY 10154, serves as the Fund’s independent registered public accounting firm and in that capacity audits the Fund’s annual financial statements. Other accountants previously served as the independent registered public accounting firm for the Fund.

Code of Ethics

The Board has adopted a Code of Ethics. In addition, the Manager, Subadviser and Distributor have each adopted a Code of Ethics (collectively, the Codes). The Codes apply to access persons (generally persons who have access to information about the Fund’s investment program) and permit personnel subject to the Codes to invest in securities, including securities that may be purchased or held by the Fund. However, the protective provisions of the Codes prohibit certain investments and limit such personnel from making investments during periods when the Fund is making such investments. The Codes are on public file with, and are available, from the Commission.

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Description of Proxy Voting Policies and Recordkeeping Procedures

The Board has delegated to the Fund’s investment manager, PI, the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. The Fund authorizes the Manager to delegate, in whole or in part, its proxy voting authority to its investment advisers (Subadvisers) or third party vendors, consistent with the policies set forth below. The proxy voting process shall remain subject to the supervision of the Board, including any Committee thereof established for that purpose.

The Manager and the Board view the proxy voting process as a component of the investment process and, as such, seek to ensure that all proxy proposals are voted with the primary goal of seeking the optimal benefit for the Fund. Consistent with this goal, the Board views the proxy voting process as a means to encourage strong corporate governance practices and ethical conduct by corporate management. The Manager and the Board maintain a policy of seeking to protect the best interests of the Fund should a proxy issue potentially implicate a conflict of interest between the Fund and the Manager or its affiliates.

The Manager delegates to a Series’ Subadviser the responsibility for voting the Series’ proxies. The Subadviser is expected to identify and seek to obtain the optimal benefit for the Series it manages, and to adopt written policies that meet certain minimum standards, including that the policies be reasonably designed to protect the best interests of the Series and delineate procedures to be followed when a proxy vote presents a conflict between the interests of the Series and the interests of the Subadviser or its affiliates. The Manager expects that the Subadviser will notify the Manager at least annually of any such conflicts identified and confirm how the issue was resolved. In addition, the Manager expects that the Subadviser will deliver to the Manager, or its appointed vendor, information required for filing the Form N-PX with the Commission.

A copy of the voting policies of the Series’ Subadviser is set forth in Appendix II of this SAI.

BROKERAGE ALLOCATION AND OTHER PRACTICES

The Fund has adopted a policy pursuant to which the Fund and its Manager, sub-adviser, and principal underwriter are prohibited from directly or indirectly compensating a broker-dealer for promoting or selling Fund shares by directing brokerage transactions to that broker. The Fund has adopted procedures for the purpose of deterring and detecting any violations of the policy. The policy permits the Fund, the Manager, and the sub-adviser to use selling brokers to execute transactions in portfolio securities so long as the selection of such selling brokers is the result of a decision that executing such transactions is in the best interest of the Fund and is not influenced by considerations about the sale of Fund shares.

The Manager is responsible for decisions to buy and sell securities for the Fund, the selection of brokers and dealers to effect the transactions and the negotiation of brokerage commissions, if any. (For purposes of this section, the term “Manager” includes the Subadviser.) The Fund does not normally incur any brokerage commission expense on such transactions. In the market for money market instruments, securities are generally traded on a “net” basis, with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price, which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. On occasion, certain money market instruments may be purchased directly from an issuer, in which case no commissions or discounts are paid. Portfolio securities may not be purchased from any underwriting or selling syndicate of which the Distributor, or an affiliate (including Wachovia Securities,, LLC (Wachovia Securities)), during the existence of the syndicate, is a principal underwriter (as defined in the 1940 Act), except in accordance with rules of the Commission. The Fund will not deal with the Distributor or its affiliates on a principal basis.

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In placing orders for portfolio securities of the Fund, the Manager is required to give primary consideration to obtaining the most favorable price and efficient execution. This means that the Manager will seek to execute each transaction at a price and commission, if any, which provide the most favorable total cost or proceeds reasonably attainable under the circumstances. While the Manager generally seeks reasonably competitive spreads or commissions, the Fund will not necessarily be paying the lowest spread or commission available.

Subject to the above considerations, any affiliated broker may act as a securities broker (or futures commission merchant) for the Fund. In order for an affiliate of the investment adviser or Wachovia Securities to effect any portfolio transactions for the Fund, the commissions, fees or other remuneration received by the affiliated broker must be reasonable and fair compared to the commissions, fees or other remuneration paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold during a comparable period of time. This standard would allow the affiliated broker to receive no more than the remuneration which would be expected to be received by an unaffiliated broker in a commensurate arm’s-length transaction. Furthermore, the Board, including a majority of the Trustees who are not “interested” persons, has adopted procedures which are reasonably designed to provide that any commissions, fees or other remuneration paid to an affiliate of the investment adviser or Wachovia Securities are consistent with the foregoing standard. Brokerage transactions with an affiliate of the investment adviser or Wachovia Securities are also subject to such fiduciary standards as may be imposed by applicable law.

During the fiscal years ended January 31, 2006, 2005 and 2004, the Fund paid no brokerage commissions.

The Series are required to disclose their holdings of securities of their regular brokers and dealers (as defined under Rule 10b-1 of the 1940 Act) and their parents during their most recent fiscal year. As of January 31, 2006, the Series held securities of the following:

 

 

Type of Security Owned

 

 

 

 

 

D=debt

 

 

 

Name of Regular Broker or Dealer or Parent (Issuer)

 

 

 

E=equity

 

Amount

 

Taxable Money Market Series

 

 

 

 

 

 

 

Greenwich Capital Holdings, Inc.

 

 

D

 

 

$

257,724,000

 

Goldman Sachs

 

 

D

 

 

699,316,071

 

UBS Warburg

 

 

D

 

 

740,000,000

 

State Steet Bank & Trust

 

 

D

 

 

366,526,001

 

Morgan Stanley

 

 

D

 

 

1,396,381,000

 

J.P. Morgan Chase & Co.

 

 

D

 

 

57,515,654

 

Bank of America

 

 

D

 

 

450,000,000

 

Merrill Lynch & Co. Inc.

 

 

D

 

 

675,637,345

 

BNP Paribas

 

 

D

 

 

225,000,000

 

Short-Term Bond Series

 

 

D

 

 

 

 

Morgan Stanley

 

 

D

 

 

19,466,683

 

Citigroup, Inc.

 

 

D

 

 

7,072,924

 

J.P. Morgan Chase & Co.

 

 

D

 

 

7,008,976

 

Goldman Sachs

 

 

D

 

 

5,028,110

 

Bank of America

 

 

D

 

 

4,997,577

 

 

DISCLOSURE OF PORTFOLIO HOLDINGS

The Fund’s portfolio holdings are made public, as required by law, in the Fund’s annual and semi-annual reports. These reports are filed with the SEC and mailed to shareholders within 60 days after the end of the relevant period. In addition, as required by law, the Fund’s portfolio holdings as of the fiscal

B- 31




quarter end are reported to the SEC and posted to the Fund’s website within approximately 60 days after the end of the Fund’s first and third fiscal quarters. In addition, the Fund may release its top ten holdings, sector and country breakdowns, and largest industries on a monthly basis, with the information as of a date 15 days prior to the release. Such information will be posted to the Fund’s website within 15 days after the end of each month. These postings can be located at www.jennisondryden.com, and are available for at least six months from the date of their posting.

When authorized by the Fund’s Chief Compliance Officer and an officer of the Fund, portfolio holdings information may be disseminated more frequently or at different periods than as described above to intermediaries that distribute the Fund’s shares, third-party providers of auditing, custody, proxy voting and other services for the Fund, rating and ranking organizations, and certain affiliated persons of the Fund, as described below. The procedures utilized to determine eligibility are set forth below:

Procedures for Release of Portfolio Holdings Information:

1.                 A request for release of fund holdings shall be prepared setting forth a legitimate business purpose for such release which shall specify the Fund(s), the terms of such release, and frequency (e.g., level of detail staleness). Such request shall address whether there are any conflicts of interest between the Fund and the investment adviser, sub-adviser, principal underwriter or any affiliated person thereof and how such conflicts shall be dealt with to demonstrate that the disclosure is in the best interest of the shareholders of the Fund(s).

2.                 The request shall be forwarded to PI’s Product Development Group and to the Chief Compliance Officer of the Fund(s), or his delegate, for review and approval.

3.                 A confidentiality agreement in the form approved by an officer of the Fund(s) must be executed with the recipient of the fund holdings information.

4                    An officer of the Fund(s) shall approve the release agreement. Copies of the release and agreement shall be sent to PI’s law department.

5.                 Written notification of the approval shall be sent by such officer to PI’s Fund Administration Department to arrange the release of fund holdings information.

6.                 PI’s Fund Administration Department shall arrange for the release of fund holdings information by the Custodian Banks.

As of the date of this Statement of Additional Information, the Fund will provide:

1.                 Traditional External Recipients/Vendors

·        Full holdings on a daily basis to Investor Responsibility Research Center (IRRC), Institutional Shareholder Services (ISS) and Automatic Data Processing, Inc. (ADP) (proxy voting agents) at the end of each day;

·        Full holdings on a daily basis to the Fund’s Sub-adviser(s), Custodian, Sub-Custodian (if any) and Accounting Agents at the end of each day;

·        Full holdings to the Fund independent registered public accounting firm as soon as practicable following the Fund’s fiscal year-end or on an as-needed basis; and

·        Full holdings to financial printers as soon as practicable following the end of the Fund’s quarterly, semi-annual and annual period-ends.

2.                 Analytical Service Providers

·        All Fund trades on a quarterly basis to Abel/Noser Corp. (an agency-only broker and transaction cost analysis company) as soon as practicable following the Fund’s fiscal quarter-end; and

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·        Full holdings on a daily basis to FactSet (an online investment research provider) at the end of each day.

In each case, the information disclosed must be for a legitimate business purpose and is subject to a confidentiality agreement intended to prohibit the recipient from trading on or further disseminating such information. Such arrangements will be monitored on an ongoing basis and will be reviewed by the Fund’s Chief Compliance Officer and PI’s Law Department on an annual basis.

In addition, certain authorized employees of PI receive portfolio holdings information on a quarterly, monthly or daily basis or upon request, in order to perform their business functions. All PI employees are subject to the requirements of the personal securities trading policy of Prudential Financial, Inc., which prohibits employees from trading on, or further disseminating confidential information, including portfolio holdings information.

The Board of Directors has approved PI’s Policy for the Dissemination of Portfolio Holdings. The Board shall, on a quarterly basis, receive a report from PI detailing the recipients of the portfolio holdings information and the reason for such disclosure. The Board has delegated oversight over the Fund’s disclosure of portfolio holdings to the Chief Compliance Officer.

There can be no assurance that the Fund’s policies and procedures on portfolio holdings information will protect the Fund from the potential misuse of such information by individuals or entities that come into possession of the information.

SECURITIES AND ORGANIZATION

The Fund is authorized to issue an unlimited number of full and fractional shares of beneficial interest, which may be divided into an unlimited number of series of such shares, and which presently consist of Short-Term Bond Series, Short-Term Municipal Bond Series, National Municipal Money Market Series, Taxable Money Market Series, Government Money Market Series, and Treasury Money Market Series. Each share of a Series represents an equal proportionate interest in that Series with each other share of that Series and is entitled to a proportionate interest in the dividends and distributions from that Series. Upon termination of a Series, whether pursuant to liquidation of the Series or otherwise, shareholders of that Series are entitled to share pro rata in the net assets of the Series then available for distribution to such shareholders. Shareholders have no preemptive rights.

A copy of the Agreement and Declaration of Trust (the Declaration of Trust) establishing the Fund is on file with the Secretary of State of the State of Delaware. The Declaration of Trust provides for the perpetual existence of the Fund. The Fund or a Series, however, may be terminated at any time by vote of at least two-thirds of the outstanding shares of an affected Series or by the Trustees upon written notice to the shareholders. Upon termination of the Fund or of a Series, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Fund or of the Series as may be determined by the Trustees, the Series shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets to distributable form in cash or shares or other securities, or any combination thereof, and distribute the proceeds to the shareholders of the Series involved, ratably according to the number of shares of such Series held by the several shareholders of the Series on the date of termination.

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The assets received by the Fund for the issue or sale of shares of a Series and all income, earnings, profits, losses and proceeds therefrom, subject only to the rights of creditors, are allocated to that Series, and constitute the underlying assets of that Series. The underlying assets of a Series are segregated and are charged with the expenses, including the organizational expenses, in respect of that Series and with a share of the general expenses of the Fund. While the expenses of the Fund are allocated to the separate books of account of the Series, if more than one Series has shares outstanding, certain expenses may be legally chargeable against the assets of all Series.

The Declaration of Trust further provides that the Trustees will not be liable for errors of judgment or mistakes of fact or law. However, nothing in the Declaration of Trust protects a Trustee against any liability to which the Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. The Declaration of Trust provides for indemnification by the Fund of the Trustees and the officers of the Fund except with respect to any matter as to which any such person did not act in good faith in the reasonable belief that his action was in or not opposed to the best interests of the Fund. Such person may not be indemnified against any liability to the Fund or the Fund’s shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

The Fund will not normally hold annual shareholders meetings. At such time as less than a majority of the Trustees have been elected by the shareholders, the Trustees then in office will call a shareholders meeting for the election of Trustees. In addition, Trustees may be removed from office by a written consent signed by the holders of two-thirds of the outstanding shares and filed with the Fund’s Custodian or by a vote of the holders of two-thirds of the outstanding shares at a meeting duly called for the purpose, which meeting shall be held upon written request of the holders of not less than 10% of the outstanding shares. Upon written request by ten or more shareholders, who have been such for at least six months and who hold shares constituting 1% of the outstanding shares, stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a Trustee, the Fund has undertaken to provide a list of shareholders or to disseminate appropriate materials (at the expense of the requesting shareholders).

Except as otherwise disclosed in the Prospectus and in this SAI, the Trustees shall continue to hold office and may appoint their successors.

PURCHASE AND REDEMPTION

Purchase of Shares

Shares of the Series are offered only by investment companies managed by PI and certain investment advisory clients of PIM that have received an Order from the Commission that permits their joint investment in Series of the Fund. The Fund and its Series are managed in compliance with the terms and conditions of the Order.

Sale of Shares

If the Board of Trustees determines that it would be detrimental to the best interests of the shareholders of a Series to make payment wholly or partly in cash, the Series may pay the redemption price in whole or in part by a distribution in kind of securities from the investment portfolio of the Series, in lieu of cash, in conformity with applicable rules of the Commission. Securities will be readily marketable and will be valued in the same manner as in a regular redemption. If your shares are redeemed in kind, you would incur transaction costs in converting the assets into cash. The Fund, however, has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which each Series is obligated to redeem shares

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solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Series during any 90-day period for any one shareholder.

NET ASSET VALUE

Each Series’ net asset value (NAV) per share is determined by subtracting its liabilities from the value of its assets and dividing the remainder by the number of outstanding shares.

Each Series, except the Short-Term Bond Series and Short-Term Municipal Bond Series, uses the amortized cost method of valuation to determine the value of its portfolio securities. In that regard, the Board has determined to maintain a dollar-weighted average portfolio maturity of 90 days or less, to purchase only instruments having remaining maturities of thirteen months or less, and to invest only in securities determined by the investment adviser under the supervision of the Board to be of minimal credit risk and to be “eligible securities” in accordance with regulations of the Commission. The remaining maturity of an instrument held by a Series that is subject to a put is deemed to be the period remaining until the principal amount can be recovered through demand or, in the case of a variable rate instrument, the next interest reset date, if longer. The value assigned to the put is zero. The Board also has established procedures designed to stabilize, to the extent reasonably possible, a money market Series’ price per share as computed for the purpose of sales and redemptions at $1.00. Such procedures will include review of a money market Series’ portfolio holdings by the Board, at such intervals as deemed appropriate, to determine whether a money market Series’ net asset value calculated by using available market quotations deviates from $1.00 per share based on amortized cost. The extent of any deviation will be examined by the Board, and if such deviation exceeds 1 ¤ 2 of 1%, the Board will promptly consider what action, if any, will be initiated. In the event the Board determines that a deviation exists which may result in material dilution or other unfair results to investors or existing shareholders, the Board will take such corrective action as it regards necessary and appropriate, including the sale of portfolio instruments prior to maturity to realize gains or losses, the shortening of average portfolio maturity, the withholding of dividends or the establishment of net asset value per share by using available market quotations.

The Fund’s NAV is computed once each day at the close of regular trading on the New York Stock Exchange (NYSE), usually at 4:15 PM New York time, on each day the New York Stock Exchange (NYSE) is open for trading. In the event the NYSE closes early on any business day, the NAV of a Fund’s shares shall be determined at a time between such closing and 4:30 PM New York time. The NYSE is closed on most national holidays and on Good Friday.

On days that the NYSE is closed, but the U.S. Government bond market and U.S. Federal Reserve banks are open, NAV is computed 15 minutes after the earlier of the time when the U.S. Government bond market (as recommended by the Bond Market Association) or U.S. Federal Reserve banks close.

TAXES, DIVIDENDS AND DISTRIBUTIONS

The following is a summary of certain tax considerations generally affecting each Series and its shareholders. This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis. Please consult your own tax advisor concerning the consequences of investing in a Series in your particular circumstances under the Code and the laws of any other taxing jurisdiction.

Each Series generally will be treated as a separate corporation for federal income tax purposes, and thus the provisions of the Code generally will be applied to each Series separately. Net long-term and short-term capital gains, net income and operating expenses therefore will be determined separately for each Series.

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Qualification as a Regulated Investment Company

Each Series has elected to be taxed as a regulated investment company under Subchapter M of the Code and intends to meet all other requirements that are necessary for it to be relieved of federal taxes on income and gains it distributes to shareholders. As a regulated investment company, each Series is not subject to federal income tax on the portion of its net investment income (i.e. its investment company taxable income, as that term is defined in the Code, without regard to the deduction for dividends paid) and net capital gain (i.e. the excess of net long-term capital gain over net short-term capital loss) that it distributes to shareholders, provided that it distributes at least 90% of the sum of its net investment income for the year (the “Distribution Requirement”), and satisfies certain other requirements of the Code that are described below.

In addition to satisfying the Distribution Requirement, each Series must derive at least 90% of its gross income from dividends, interest, certain payments with respect to loans of stock and securities, gains from the sale or disposition of stock, securities or foreign currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies.

Each Series must also satisfy an asset diversification test in order to qualify as a regulated investment company. Under this test, at the close of each quarter of the Series’ taxable year, (1) 50% or more of the value of the Series’ assets must be represented by cash, United States government securities, securities of other regulated investment companies, and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Series’ assets and 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the value of the Series’ assets may be invested in securities of (x) any one issuer (other than U.S. government securities or securities of other regulated investment companies), or of two or more issuers which the Series controls and which are engaged in the same, similar or related trades or businesses or (y) in the securities of one or more “qualified publicly traded partnerships” (as such term is defined in the Code).

Investments in partnerships by a Series, including in qualified publicly traded partnerships, may result in the Series being subject to state, local or foreign income, franchise or withholding tax liabilities.

If for any year a Series does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders. Such distributions will generally be taxable to the shareholders as qualified dividend income, as discussed below, and generally will be eligible for the dividends received deduction in the case of corporate shareholders.

Excise Tax on Regulated Investment Companies

A 4% non-deductible excise tax is imposed on a regulated investment company to the extent that it distributes income in such a way that it is taxable to shareholders in a calendar year other than the calendar year in which the Series earned the income. Specifically, the excise tax will be imposed if a Series fails to distribute in each calendar year an amount equal to 98% of ordinary taxable income for the calendar year and 98% of capital gain net income for the one-year period ending on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year). The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a regulated investment company is treated as having distributed otherwise retained amounts if it is subject to income tax on those amounts for any taxable year ending in such calendar year.

Each Series intends to make sufficient distributions or deemed distributions of its ordinary income and capital gain net income prior to the end of each calendar year to avoid liability for this excise tax.

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However, investors should note that a Series may in certain circumstances be required to borrow money or liquidate portfolio investments to make sufficient distributions to avoid excise tax liability.

Series Investments

Each Series may make investments or engage in transactions that affect the character, amount and timing of gains or losses realized by the Series. Each Series may make investments that produce income that is not matched by a corresponding cash receipt by the Series. Any such income would be treated as income earned by the Series and therefore would be subject to the distribution requirements of the Code. Such investments may require a Series to borrow money or dispose of other securities in order to comply with those requirements. Each Series may also make investments that prevent or defer the recognition of losses or the deduction of expenses. These investments may likewise require a Series to borrow money or dispose of other securities in order to comply with the Distribution Requirement. Additionally, each Series may make investments that result in the recognition of ordinary income rather than capital gains, or that prevent the Series from accruing a long-term holding period. These investments may prevent a Series from making capital gain distributions as described below. Each Series intends to monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it makes any such investments in order to mitigate the effect of these rules.

Tax Exempt Dividends

Each of the National Municipal Money Market Series and the Short-Term Municipal Bond Series intends to qualify to pay exempt-interest dividends to its respective shareholders by having, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consist of tax-exempt securities. An exempt-interest dividend is that part of dividend distributions made by a Series that consists of interest received by the Series on tax-exempt securities. Shareholders will not incur any federal income tax on the amount of exempt-interest dividends received by them from a Series. In view of the policies of the National Municipal Money Market Series and the Short-Term Municipal Bond Series, it is expected that substantially all of their dividends will be exempt-interest dividends, although the Series may from time to time recognize and distribute net short-term capital gains and other minor amounts of taxable income.

Interest on indebtedness incurred or continued by a shareholder, whether a corporation or an individual, to purchase or carry shares of a Series is not deductible to the extent it relates to exempt-interest dividends received by the shareholder. Any loss incurred on the sale or redemption of a Series’ shares held six months or less will be disallowed to the extent of exempt-interest dividends received with respect to such shares.

Interest on certain tax-exempt bonds that are private activity bonds within the meaning of the Code is treated as a tax preference item for purposes of the alternative minimum tax, and any such interest received by a Series and distributed to shareholders will be so treated for purposes of any alternative minimum tax liability of shareholders to the extent of the dividend’s proportionate share of the Series’ income consisting of such interest.

Distributions

Each Series anticipates distributing substantially all of its net investment income for each taxable year. Dividends of net investment income that are not designated as exempt-interest dividends and dividends of net short-term capital gains will be taxable to shareholders at ordinary income rates. Because none of the Series’ net income is anticipated to arise from dividends on common or preferred stock, none of the distributions paid by any Series will qualify for the special tax rates applicable to qualified dividend income or the dividends received deduction generally allowed to U.S. corporations in respect of dividends received

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from other U.S. corporations. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year, including the portion of dividends paid that qualify for the reduced tax rate.

Ordinarily, shareholders are required to take taxable distributions by a Series into account in the year in which the distributions are made. However, for federal income tax purposes, dividends that are declared by a Series in October, November or December as of a record date in such month and actually paid in January of the following year will be treated as if they were paid on December 31 of the year declared. Therefore, such dividends will generally be taxable to a shareholder in the year declared rather than the year paid.

Each Series may either retain or distribute to shareholders its net capital gain (i.e. excess net long-term capital gain over net short-term capital loss) for each taxable year. Each Series currently intends to distribute any such amounts. If net capital gain is distributed and designated as a “capital gain dividend”, it will be taxable to shareholders as long-term capital gain, regardless of the length of time the shareholder has held his shares or whether such gain was recognized by the Series prior to the date on which the shareholder acquired its shares. Capital gain of a noncorporate U.S. shareholder that is recognized before January 1, 2011 is generally taxed at a maximum rate of 15% where the property is held by the Series for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

Conversely, if a Series elects to retain its net capital gain, the Series will be taxed thereon (except to the extent of any available capital loss carryovers) at the 35% corporate tax rate. In such a case, it is expected that the Series also will elect to have shareholders of record on the last day of its taxable year treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Series on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.

Distributions by a Series that do not constitute ordinary income dividends, exempt-interest dividends or capital gain dividends will be treated as a return of capital to the extent of (and in reduction of) the shareholder’s tax basis in its shares; any distribution in excess of such tax basis will be treated as gain from the sale of its shares, as discussed below.

Distributions by a Series will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Series (or of another Series). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the reinvestment date. In addition, prospective investors in a Series should be aware that distributions from the Series will, all other things being equal, have the effect of reducing the net asset value of the Series’ shares by the amount of the distribution. If the net asset value is reduced below a shareholder’s cost, the distribution will nonetheless be taxable as described above, even if the distribution effectively represents a return of invested capital. Investors should consider the tax implications of buying shares just prior to a distribution, when the price of shares may reflect the amount of the forthcoming distribution.

Sale or Redemption of Shares

It is anticipated that the net asset value per shares of each Series, except the Short-Term Bond Series and Short-Term Municipal Bond Series, will remain constant. However, if the net asset value per share fluctuates, a shareholder may realize a gain or loss on the disposition of a share in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder’s adjusted tax basis in the shares. All or a portion of any loss so recognized may be disallowed if the shareholder acquires other shares of the same Series within a period of 61 days beginning 30 days before such disposition, such as pursuant to reinvestment of a dividend in shares of the Series.

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In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of a Series will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for more than one year. However, any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on (or undistributed capital gains credited with respect to) such shares. Capital gain of a noncorporate U.S. shareholder that is recognized before January 1, 2011 is generally taxed at a maximum rate of 15% where the property is held by the shareholder for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

Backup Withholding

Each Series will be required in certain cases to backup withhold and remit to the U.S. Treasury a portion of ordinary income dividends and capital gain dividends, and the proceeds of redemption of shares, paid to any shareholder (1) who has provided either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the IRS for failure to report the receipt of interest or dividend income properly or (3) who has failed to certify to the Series that it is not subject to backup withholding or that it is a corporation or other “exempt recipient”. Backup withholding is not an additional tax and any amounts withheld may be refunded or credited against a shareholder’s federal income tax liability, provided the appropriate information is furnished to the IRS.

Foreign Shareholders

Dividends paid to a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership (“foreign shareholder”) will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) on the gross amount of the dividend. However, such a foreign shareholder would generally be exempt from U.S. federal income tax, including withholding tax, on gains realized on the sale of shares of a Series, capital gain dividends, exempt-interest dividends and amounts retained by the Series that are designated as undistributed capital gains. Interest-related dividends and short-term capital gains dividends received from a regulated investment company and that are designated as such are exempt from the 30-percent withholding tax. This exemption applies to both nonresident alien individuals and foreign corporations for dividends paid prior to January 1, 2008, and generally applies to income that would not be subject to the 30-percent tax if earned by the foreign person directly. With respect to interest-related dividends, this exemption applies if the Series receives an Internal Revenue Service Form W-8 stating that the shareholder is not a U.S. person. Each Series intends to make such designations.

The foregoing assumes that the foreign shareholder’s income from a Series is not effectively connected with a U.S. trade or business. If the income from a Series is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends, undistributed capital gains credited to such shareholder and any gains realized upon the sale of shares of the Series will be subject to U.S. federal income tax at the graduated rates applicable to U.S. citizens or domestic corporations.

In the case of foreign non-corporate shareholders, a Series may be required to backup withhold U.S. federal income tax on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Series with proper notification of their foreign status.

The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Series, the procedure for claiming the benefit of a lower treaty rate and the applicability of foreign taxes. Transfers by gift of

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shares of a Series by an individual foreign shareholder will not be subject to U.S. federal gift tax, but the value of shares of a Series held by such a shareholder at his death will generally be includible in his gross estate for U.S. federal estate tax purposes, subject to any applicable estate tax treaty.

State and Local Tax Matters

Depending on the residence of the shareholders for tax purposes, distributions may also be subject to state and local taxes. Rules of state and local taxation regarding qualified dividend income, ordinary income dividends and capital gain dividends from regulated investment companies may differ from the U.S. federal income tax rules in other respects. Shareholders are urged to consult their tax advisers as to the consequences of these and other state and local tax rules affecting investment in a Series.

Most states provide that a regulated investment company may pass through (without restriction) to its shareholders state and local income tax exemptions available to direct owners of certain types of U.S. government securities (such as U.S. Treasury obligations). Thus, for residents of these states, distributions derived from a Series’ investment in certain types of U.S. government securities should be free from state and local income taxes to the extent that the interest income from such investments would have been exempt from state and local taxes if such securities had been held directly by the respective shareholders. Certain states, however, do not allow a regulated investment company to pass through to its shareholders the state and local income tax exemptions available to direct owners of certain types of U.S. government securities unless the Series holds at least a required amount of U.S. government securities. Accordingly, for residents of these states, distributions derived from a Series’ investment in certain types of U.S. government securities may not be entitled to the exemptions from state and local income taxes that would be available if the shareholders had purchased U.S. government securities directly. The exemption from state and local income taxes does not preclude states from asserting other taxes on the ownership of U.S. government securities. To the extent that a Series invests to a substantial degree in U.S. government securities which are subject to favorable state and local tax treatment, shareholders of the Series will be notified as to the extent to which distributions from the Series are attributable to interest on such securities.

FINANCIAL STATEMENTS

Dryden Core Investment Fund - Taxable Money Market Series’ and Short-Term Bond Series’ financial statements for the fiscal year ended January 31, 2006, incorporated in this SAI by reference to the Fund’s 2006 annual report to shareholders (File No. 811-09999), have been so incorporated in reliance on the report of KPMG LLP, independent registered public accounting firm.

You may obtain a copy of the Fund’s annual report at no charge by request to the Fund by calling (800) 225-1852, or by writing to the Fund at Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102.

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APPENDIX I—DESCRIPTION OF SECURITY RATINGS

MOODY’S INVESTORS SERVICE, INC. (MOODY’S)

Long-Term Ratings

Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.

Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.

B: Obligations rated B are considered speculative and are subject to high credit risk.

Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

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

Short-Term Debt Ratings

Moody’s short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Those obligations have an original maturity not exceeding thirteen months, unless explicitly noted.

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.

STANDARD & POOR’S RATINGS SERVICES (S&P)

Long-Term Issue Credit Ratings

AAA: An obligation rated AAA has the highest rating assigned by S&P . The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

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AA: An obligation rated AA differs from the highest rated obligations only in small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

BBB: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet the financial commitment on the obligation.

Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated CC is currently highly vulnerable to nonpayment.

C: A subordinated debt or preferred stock obligation rated C is CURRENTLY HIGHLY VULNERABLE to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.

D : An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Plus (+) or Minus (-): The ratings from AA to BBB may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

r: This symbol is attached to the ratings of instruments with significant noncredit risks. It highlights risks to principal or volatility of expected returns which are not addressed in the credit rating.

N.R: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

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Short-Term Issue Credit Paper Ratings

A S&P short-term issue credit rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than three years.

A-1: A short-term obligation rated A-1 is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B: A short-term obligation rated B is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

FITCH RATINGS

International Long-Term Credit Ratings

Investment Grade

AAA: Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA: Very high credit quality. AA ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A: High credit quality. A ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions that is the case for higher ratings.

BBB: Good credit quality. BBB ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

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Speculative Grade

BB: Speculative. BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.

B: Highly speculative. B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

CCC, CC, C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A CC rating indicates that default of some kind appears probable. C ratings signal imminent default.

DDD, DD, D: Default. The ratings of obligations in this category are based on their prospects for achieving partial or full recovery in a reorganization or liquidation of the obligor. While expected recovery values are highly speculative and cannot be estimated with any precision, the following serve as general guidelines. DDD obligations have the highest potential for recovery, around 90% - 100% of outstanding amounts and accrued interest. DD indicates potential recoveries in the range of 50% - 90% and D the lowest recovery potential, i.e. , below 50%. Entities rated in this category have defaulted on some or all of their obligations.

Entities rated DDD have the highest prospect for resumption of performance or continued operation with or without a formal reorganization process. Entities rated DD and D are generally undergoing a formal reorganization or liquidation process; those rated DD are likely to satisfy a higher portion of their outstanding obligations, while entities rated D have a poor prospect of repaying all obligations.

Notes: “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA category or to categories below CCC.

Short-Term Debt Ratings

A short-term rating has a time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.

F1: Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments: may have an added “+” to denote any exceptionally strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

F3: Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

D: Default. Denotes actual or imminent payment default.

NR: Indicates that Fitch does not rate the specific issue.

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Withdrawn: A rating is withdrawn when Fitch Ratings deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced.

FitchAlert: Ratings are placed on FitchAlert to notify investors of an occurrence that is likely to result in a rating change and the likely direction of such change. These are designated as “Positive,” indicating a potential upgrade, “Negative,” for potential downgrade, or “Evolving,” where ratings may be raised or lowered. FitchAlert is relatively short term, and should be resolved within 12 months.

Ratings Outlook: An outlook is used to describe the most likely direction of any rating change over the intermediate term. It is described as “Positive” or “Negative.” The absence of a designation indicates a stable outlook.

Plus (+) or Minus (-): Plus and minus signs may be appended to a rating to denote relative status within major ratings categories. Such suffixes are not added to the AAA long-term rating category or to short-term ratings other than F1.

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APPENDIX II—PROXY VOTING POLICIES OF THE SUBADVISER

A summary of the proxy voting policy of the Fund’s Subadviser follows:

Summary of PIM Proxy Voting Policy

The overarching goal of each of the asset management units within Prudential Investment Management, Inc. (“PIM”) is to vote proxies in the best interests of their respective clients based on the clients’ priorities. Client interests are placed ahead of any potential interest of PIM or its Asset Management Units.

Because the various asset management units within PIM manage distinct classes of assets with differing management styles, some units will consider each proxy on its individual merits while other units may adopt a pre-determined set of voting guidelines. The specific voting approach of each unit is noted below.

A committee comprised of senior business representatives from each of the asset management units together with relevant regulatory personnel oversees the proxy voting process and monitors potential conflicts of interests. The committee is responsible for interpretation of the proxy voting policy and periodically assess the policy’s effectiveness. In addition, should the need arise, the committee is authorized to handle any proxy matter involving an actual or apparent conflict of interest that cannot be resolved at the level of an individual asset management business unit.

In all cases, clients may obtain the proxy voting policies and procedures of the various PIM asset management units, and information is available to each client concerning the voting of proxies with respect to the client’s securities, simply by contacting the client service representative of the respective unit.

Voting Approach of PIM Asset Management Units

Prudential Public Fixed Income

As this asset management unit invests almost exclusively in public debt, there are few traditional proxies voted in this unit. Generally, when a proxy is received, this unit will vote with management on routine matters such as the appointment of accountants or the election of directors. With respect to non-routine matters such as proposed anti-takeover provisions or mergers the financial impact will be analyzed and the proxy will be voted on a case-by-case basis. Specifically, if a proxy involves:

·        a proposal regarding a merger, acquisition or reorganization,

·        a proposal that is not addressed in the unit’s detailed policy statement, or

·        circumstances that suggest a vote not in accordance with the detailed policy,

the proxy will be referred to the applicable portfolio manager(s) for individual consideration.

Prudential Real Estate Investors

As this asset management unit invests primarily in real estate and real estate related interests, there are few traditional proxies voted in this unit. Generally, when a proxy is received, this unit will vote with management on routine matters such as the appointment of accountants or the election of directors. With respect to non-routine matters such as proposed antitakeover provisions or mergers the financial impact will be analyzed and the proxy will be voted on a case-by-case basis.

Specifically, if a proxy involves:

·        a proposal regarding a merger, acquisition or reorganization,

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·        a proposal that is not addressed in the unit’s detailed policy statement, or

·        circumstances that suggest a vote not in accordance with the detailed policy,

the proxy will be referred to the relevant portfolio manager(s) for individual consideration.

Prudential Capital Group

As this asset management unit invests almost exclusively in privately placed debt, there are few, if any, traditional proxies voted in this unit. As a result, this unit evaluates each proxy it receives and votes on a case-by-case basis. Considerations will include the detailed knowledge of the issuer’s financial condition, long- and short-term economic outlook for the issuer, its capital structure and debt-service obligations, the issuer’s management team and capabilities, as well as other pertinent factors. In short, this unit attempts to vote all proxies in the best economic interest of its clients based on the clients’ expressed priorities, if any.

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PART C

OTHER INFORMATION

Item 23.   Exhibits.

(a)            (1)   Agreement and Declaration of Trust. Incorporated by reference to Exhibit No. (a)(1) to the original Registration Statement on Form N-1A filed via EDGAR on June 27, 2000 (File No. 811-09999).

(2)          Certificate of Trust. Incorporated by reference to Exhibit No. (a)(2) to the original Registration Statement on Form N-1A filed via EDGAR on June 27, 2000 (File No. 811-09999).

(3)          Certificate of Amendment to the Certificate of Trust dated March 10, 2003. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 5 on Form N-1A filed via EDGAR on March 26, 2003 (File No. 811-09999).

(b)           By-laws, as Amended November 16, 2004. Incorporated by reference to corresponding exhibit to Post-Effective Amendment 7 on Form N-1A filed via EDGAR on March 29, 2005 (File No. 811-09999).

(c)            Instruments Defining Rights of Shareholders. Incorporated by reference to Exhibit No. (c) to Post-Effective Amendment No. 1 on Form N-1A filed via EDGAR on September 19, 2000 (File No. 811-09999).

(d)           (1)   Management Agreement between the Registrant and Prudential Investments LLC (PI) dated July 7, 2003. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 6 on Form N-1A filed via EDGAR on March 30, 2004 (File No. 811-09999).

(2)          Subadvisory Agreement between Prudential Investments LLC (PI) and Prudential Investment Management, Inc. (PIM) dated July 7, 2003. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 6 on Form N-1A filed via EDGAR on March 30, 2004 (File No. 811-09999).

(e)            Distribution Agreement with Prudential Investment Management Services LLC. Incorporated by reference to Exhibit No. (e) to Post-Effective Amendment No. 1 on Form N-1A filed via EDGAR on September 19, 2000 (File No. 811-09999).

(g)            (1)   Custodian Contract between the Registrant and The Bank of New York (BNY).*

(2)          Amendment dated June 6, 2005 to Custodian Contract.*

(h)           (1)   Transfer Agency and Service Agreement between the Registrant and Prudential Mutual Fund Services LLC. Incorporated by reference to Exhibit No. (h) to Post-Effective Amendment No. 1 on Form N-1A filed via EDGAR on September 19, 2000 (File No. 811-09999).

(2)          Amendment to Transfer Agency and Service Agreement dated September 4, 2002. Incorporated by reference to corresponding exhibit to Post-Effective Amendment No. 5 on Form N-1A filed via EDGAR on March 26, 2003 (File No. 811-09999).

(i)              Not Applicable.

(j)               Consent of independent registered public accounting firm.*

(k)           Not Applicable.

(l)              Not Applicable.

(m)       Not Applicable.

(n)           Not Applicable.

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(o)           Not Applicable.

(p)           (1)   Code of Ethics of the Registrant dated April 6, 2005.*

(2)          Prudential Code of Ethics and Personal Securities Trading Policy dated January 9, 2006.*

(q)           Power of Attorney dated September 7, 2005.*


*                     Filed herewith.

Item 24.   Persons Controlled by or under Common Control with Registrant.

None.

Item 25.   Indemnification.

As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940 (the 1940 Act) and pursuant to Del. Code Ann. title 12 sec. 3817, a Delaware business trust may provide in its governing instrument for the indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article VII, Section 2 of the Agreement and Declaration of Trust (Exhibit (a)(1) to the Registration Statement) states that (1) the Registrant shall indemnify any present trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee, officer or both, and against any amount incurred in settlement thereof and (2) all persons extending credit to, contracting with or having any claim against the Registrant shall look only to the assets of the appropriate Series (or if no Series has yet been established, only to the assets of the Registrant). Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively “disabling conduct”). In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Agreement and Declaration of Trust, that the officer or trustee did not engage in disabling conduct. In addition, Article XI of Registrant’s By-Laws (Exhibit (b) to the Registration Statement) provides that any trustee, officer, employee or other agent of Registrant shall be indemnified by the Registrant against all liabilities and expenses subject to certain limitations and exceptions contained in Article XI of the By-Laws. As permitted by Section 17(i) of the 1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibit (e) to the Registration Statement), the Distributor of the Registrant may be indemnified against liabilities which it may incur, except liabilities arising from bad faith, gross negligence, willful misfeasance or reckless disregard of duties.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (Securities Act) may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (Commission) such indemnification is against public policy as expressed in the 1940 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer, or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding) is asserted against the Registrant by such Trustee, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1940 Act and will be governed by the final adjudication of such issue.

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

Section 8 of the Management Agreement (Exhibit (d)(1) to the Registration Statement), and Section 4 of each Subadvisory Agreement (Exhibits (d)(2) through (d)(7) to the Registration Statement) limit the liability of Prudential Investments LLC (PI), and Prudential Investment Management, Inc. (PIM), respectively, to liabilities arising from willful misfeasance, bad faith or gross negligence in the performance of their respective duties or from reckless disregard by them of their respective obligations and duties under the agreements.

The Registrant hereby undertakes that it will apply the indemnification provisions of its By-Laws and the Distribution Agreement in a manner consistent with Release No. 11330 of the Commission under the 1940 Act so long as the interpretation of Section 17(h) and 17(i) of such Act remain in effect and are consistently applied.

Under Section 17(h) of the 1940 Act, it is the position of the staff of the Commission that if there is neither a court determination on the merits that the defendant is not liable nor a court determination that the defendant was not guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of one’s office, no indemnification will be permitted unless an independent legal counsel (not including a counsel who does work for either the Registrant, its investment adviser, its principal underwriter or persons affiliated with these persons) determines, based upon a review of the facts, that the person in question was not guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Under its Agreement and Declaration of Trust, the Registrant may advance funds to provide for indemnification. Pursuant to the Commission staff’s position on Section 17(h), advances will be limited in the following respect:

(1)          Any advances must be limited to amounts used, or to be used, for the preparation and/or presentation of a defense to the action (including cost connected with preparation of a settlement);

(2)          Any advances must be accompanied by a written promise by, or on behalf of, the recipient to repay that amount of the advance which exceeds the amount to which it is ultimately determined that he is entitled to receive from the Registrant by reason of indemnification;

(3)          Such promise must be secured by a surety bond or other suitable insurance; and

(4)          Such surety bond or other insurance must be paid for by the recipient of such advance.

Item 26.   Business and other Connections of the Investment Adviser.

(a)   Prudential Investments LLC (PI)

See “How the Fund is Managed—Manager” in the Prospectus constituting Part A of this Registration Statement and “Investment Advisory and Other Services” in the Statement of Additional Information (SAI) constituting Part B of this Registration Statement.

The business and other connections of the directors and principal executive officers of PI are listed in Schedules A and D of its Form ADV as currently on file with the Commission (File No. 801-31104), the text of which is hereby incorporated by reference.

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(b)   Prudential Investment Management, Inc. (PIM)

See “How the Fund is Managed—Investment Adviser” in the Prospectus constituting Part A of this Registration Statement and “Investment Advisory and Other Services” in the SAI constituting Part B of this Registration Statement.

The business and other connections of the directors and executive officers of Prudential Investment Management, Inc. are included in Schedule A and D of its Form ADV filed with the Securities and Exchange Commission (File No. 801-22808), as most recently amended, the text of which is hereby incorporated reference.

Item 27.   Principal Underwriters.

(a)   Prudential Investment Management Services LLC (PIMS)

PIMS is distributor for Cash Accumulation Trust, Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund), Dryden California Municipal Fund, Jennison Equity Fund, Inc., Prudential’s Gibraltar Fund, Inc., Dryden Global Total Return Fund, Inc., Dryden Government Income Fund, Inc., Dryden Government Securities Trust, Dryden High Yield Fund, Inc., Dryden Index Series Fund, Prudential Institutional Liquidity Portfolio, Inc., MoneyMart Assets, Inc., Dryden Municipal Bond Fund, Dryden Municipal Series Fund, Jennison Natural Resources Fund, Inc., Strategic Partners Real Estate Securities Fund, Jennison Sector Funds, Inc., Dryden Short-Term Bond Fund, Inc., Jennison Small Company Fund, Inc., Dryden Tax-Free Money Fund, Dryden Tax-Managed Funds, Dryden Small-Cap Core Equity Fund, Inc., Dryden Total Return Bond Fund, Inc., Jennison 20/20 Focus Fund, Jennison U.S. Emerging Growth Fund, Inc., Jennison Value Fund, Prudential World Fund, Inc., Special Money Market Fund, Inc. Strategic Partners Asset Allocation Funds, Strategic Partners Mutual Funds, Inc., Strategic Partners Opportunity Funds, Strategic Partners Style Specific Funds, The Prudential Investment Portfolios, Inc., The Prudential Series Fund, Inc. and The Target Portfolio Trust.

PIMS is also distributor of the following unit investment trusts: Separate Accounts: The Prudential Variable Contract Account-2, The Prudential Variable Contract Account-10, The Prudential Variable Contract Account-11, The Prudential Variable Contract Account-24, The Prudential Variable Contract GI-2, The Prudential Discovery Select Group Variable Contract Account, The Pruco Life Flexible Premium Variable Annuity Account, The Pruco Life of New Jersey Flexible Premium Variable Annuity Account, The Prudential Individual Variable Contract Account and The Prudential Qualified Individual Variable Contract Account.

(b)   The business and other connections of PIMS’ sole member (PIFM Holdco, Inc.) and principal officers are listed in its Form BD as currently on file with the Securities and Exchange Commission (BD No. 18353), the text of which is hereby incorporated by reference.

(c)   Registrant has no principal underwriter who is not an affiliated person of the Registrant.

Item 28.    Location of Accounts and Records.

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of The Bank of New York (BNY), One Wall Street, New York, NY 10286; Prudential Investment Management, Inc., Gateway Center Two, 100 Mulberry Street, Newark, NJ 07102; the Registrant, Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102; and Prudential Mutual Fund Services LLC (PMFS), 100 Mulberry Street, Gateway Center Three, Newark, NJ 07102. Documents required by Rules 31a-1(b)(5), (6), (7), (9), (10) and (11) and 31a-1(f) and Rules 31a-1(b)(4) and (11) and 31a-1(d) will be kept at Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102, and the remaining accounts, books and other documents required by such other

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pertinent provisions of Section 31(a) and the Rules promulgated thereunder will be kept by BNY and PMFS.

Item 29.   Management Services.

Other than as set forth under the captions “How the Fund is Managed—Manager,” “How the Fund is Managed—Investment Adviser” and “How the Fund is Managed— Distributor” in the Prospectus and the caption “Investment Advisory and Other Services” in the SAI, constituting Parts A and B, respectively, of this Registration Statement, Registrant is not a party to any management-related service contract.

Item 30.   Undertakings.

Not applicable.

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SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, and State of New Jersey, on the 30th day of May, 2006.

 

DRYDEN CORE INVESTMENT FUND

 

 

 

 

 

 

 

*

 

 

 

Judy A. Rice, President

 

 

 

 

 

*By: /s/ Jonathan D. Shain

 

March 30, 2006

 

Jonathan D. Shain

 

 

 

(Attorney-in-Fact)

 

 

 

 

 

 

 

 

 

 

 

 

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PRUDENTIAL CORE INVESTMENT FUND

 

EXHIBIT INDEX

EXHIBIT
NUMBER

 

DESCRIPTION

 

(g)(1)

 

 

Custodian Contract between the Registrant and The Bank of New York (BNY).

 

(g)(2)

 

 

Amendment dated June 6, 2005 to Custodian Contract.

 

(j)

 

 

Consent of independent registered public accounting firm.

 

(p)(1)

 

 

Code of Ethics of the Registrant dated April 6, 2005.

 

(p)(2)

 

 

Prudential Code of Ethics and Personal Securities Trading Policy dated January 9, 2006.

 

(q)

 

 

Power of Attorney dated September 7, 2005.

 

 

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Exhibit 99(g)(1)

 

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:

 

2



 

(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

 

3



 

(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

 

4



 

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

 

5



 

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

 

6



 

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.

 

7



 

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

 

8



 

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.

 

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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

 

10



 

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

 

11



 

(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

 

12



 

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.

 

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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.

 

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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.

 

15



 

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

 

16



 

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

 

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 99(g)(2)

 

AMENDMENT

 

AMENDMENT made as of June 6, 2005 to that certain Custody Agreement dated as of November 7, 2002 between each Fund listed on the attached Schedule A thereto, including any series thereof (the “Fund”) and The Bank of New York (“Custodian”) (such Global Custody Agreement hereinafter referred to as the “Custody Agreement”).  Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

 

WHEREAS, the parties wish to amend the Custody Agreement to add certain funds and or series thereof as parties to the Custody Agreement.

 

NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows:

 

1.              Schedule A of the Custody Agreement shall be amended as set forth in Exhibit I to this Amendment, attached hereto and made a part hereof.

 

2.              Each party represents to the other that this Amendment has been duly executed.

 

3.              This Amendment 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 amendment.

 

4.              This Amendment shall become effective for each Fund as of the date of first service as listed in Exhibit I hereto upon execution by the parties hereto.  From and after the execution hereof, any reference to the Custody Agreement shall be a reference to the Custody Agreement as amended hereby.  Except as amended hereby, the Custody Agreement shall remain in full force and effect.

 

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

 

 

 

EACH FUND LISTED ON

 

SCHEDULE A HERETO

 

 

 

By:

Robert F. Gunia

 

 

Title:  Vice President

 

 

 

THE BANK OF NEW YORK

 

 

 

By:

James E. Hillman

 

 

Title:  Managing Director

 



 

EXHIBIT I

 

SCHEDULE A

To The Custody Agreement

 

PART I

 

Date of First Service

 

 

 

 

 

Strategic Partners Asset Allocation Funds

 

 

 

Strategic Partners Moderate Allocation Fund

 

January 6, 2002

 

Strategic Partners Growth Allocation Fund

 

January 6, 2002

 

Strategic Partners Conservative Allocation Fund

 

January 6, 2002

 

 

 

 

 

Strategic Partners Opportunity Funds

 

 

 

Jennison Select Growth Fund

 

December 9, 2002

 

Dryden Strategic Value Fund

 

December 9, 2002

 

Strategic Partners New Era Growth Fund

 

December 9, 2002

 

SP Mid-Cap Value Fund

 

December 9, 2002

 

 

 

 

 

Strategic Partners Style Specific Funds

 

 

 

Jennison Conservative Growth Fund

 

November 18, 2002

 

Strategic Partners Large Capitalization Value Fund

 

November 18, 2002

 

Strategic Partners Small Capitalization Growth Fund

 

December 9, 2002

 

Strategic Partners Small Capitalization Value Fund

 

November 18, 2002

 

Strategic Partners Total Return Bond Fund

 

December 23, 2002

 

 

 

 

 

Target Portfolio Trust

 

 

 

Target U.S Government Money Market Portfolio

 

December 23, 2002

 

Target Intermediate Term Bond Portfolio

 

December 23, 2002

 

Target International Bond Portfolio

 

December 23, 2002

 

Target International Equity Portfolio

 

December 23, 2002

 

Target Large Capitalization Growth Portfolio

 

November 18, 2002

 

Target Large Capitalization Value Portfolio

 

November 18, 2002

 

Target Mortgage Backed Securities Portfolio

 

December 23, 2002

 

Target Small Capitalization Growth Portfolio

 

December 9, 2002

 

Target Small Capitalization Value Portfolio

 

November 18, 2002

 

Target Total Return Bond Portfolio

 

December 23, 2002

 

 

PART II

 

Date of First Service

 

 

 

 

 

Dryden Core Investment Fund-Taxable Money Market Series

 

June 6, 2005

 

Dryden Global Total Return Fund, Inc.

 

June 6, 2005

 

Dryden Government Securities Trust - Money Market Series

 

June 6, 2005

 

Dryden Municipal Bond Fund - Insured Series

 

June 6, 2005

 

Dryden Municipal Bond Fund - High Income Series

 

June 6, 2005

 

 



 

Dryden Short-Term Bond Fund, Inc. - Dryden Short-Term Corporate Bond Fund

 

June 6, 2005

 

Dryden Short-Term Bond Fund, Inc. - Dryden Ultra Short Bond Fund

 

June 6, 2005

 

MoneyMart Assets, Inc.

 

June 6, 2005

 

Prudential Institutional Liquidity Portfolio, Inc. - Institutional Money Market Series

 

June 6, 2005

 

Prudential World Fund, Inc. - Dryden International Equity Fund

 

June 6, 2005

 

Prudential World Fund, Inc. - Jennison Global Growth Fund

 

June 6, 2005

 

The High Yield Income Fund, Inc.

 

June 6, 2005

 

The Prudential Investment Portfolios, Inc. - Dryden Active Allocation Fund

 

June 6, 2005

 

 

 

 

 

Dryden Small-Cap Core Equity Fund, Inc.

 

June 27, 2005

 

Dryden Tax-Managed Funds - Dryden Large Cap Core Equity Fund

 

June 27, 2005

 

Dryden Index Series Fund - Dryden Stock Index Fund

 

June 27, 2005

 

Jennison 20/20 Focus Fund

 

June 27, 2005

 

Jennison Natural Resources Fund, Inc.

 

June 27, 2005

 

Jennison Sector Funds, Inc. - Jennison Financial Services Fund

 

June 27, 2005

 

Jennison Sector Funds, Inc. - Jennison Health Sciences Fund

 

June 27, 2005

 

Jennison Sector Funds, Inc. - Jennison Technology Fund

 

June 27, 2005

 

Jennison Sector Funds, Inc. - Jennison Utility Fund

 

June 27, 2005

 

Jennison Small Company Fund, Inc.

 

June 27, 2005

 

Jennison U.S. Emerging Growth Fund, Inc.

 

June 27, 2005

 

Jennison Value Fund

 

June 27, 2005

 

The Prudential Investment Portfolios, Inc. - Jennison Equity Opportunity Fund

 

June 27, 2005

 

The Prudential Investment Portfolios, Inc. - Jennison Growth Fund

 

June 27, 2005

 

 

 

 

 

Dryden Total Return Bond Fund, Inc.

 

July 25, 2005

 

Dryden Government Income Fund, Inc.

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Diversified Bond Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Government Income Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - High Yield Bond Portfolio

 

July 25, 2005

 

Dryden High Yield Fund, Inc.

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Conservative Balanced Portfolio

 

July 25, 2005

 

 

2



 

The Prudential Series Fund, Inc. - Flexible Managed Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Global Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Jennison 20/20 Focus Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Jennison Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Natural Resources Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Small Capitalization Stock Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - SP Prudential U.S. Emerging Growth Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Stock Index Portfolio

 

July 25, 2005

 

The Prudential Series Fund, Inc. - Value Portfolio

 

July 25, 2005

 

Prudential’s Gibraltar Fund, Inc.

 

July 25, 2005

 

The Prudential Investment Portfolios, Inc. -

 

July 25, 2005

 

JennisonDryden Asset Allocation Funds - JennisonDryden Conservative Allocation Fund

 

July 25, 2005

 

JennisonDryden Asset Allocation Funds - Jennison Dryden Growth Allocation Fund

 

July 25, 2005

 

JennisonDryden Asset Allocation Funds - JennisonDryden Moderate Allocation Fund

 

July 25, 2005

 

 

 

 

 

Cash Accumulation Trust - Liquid Assets Fund

 

September 12, 2005

 

Cash Accumulation Trust - National Money Market Fund

 

September 12, 2005

 

Dryden California Municipal Fund - California Income Series

 

September 12, 2005

 

Dryden California Municipal Fund - California Series

 

September 12, 2005

 

Dryden Municipal Series Fund - Florida Series

 

September 12, 2005

 

Dryden Municipal Series Fund - New Jersey Series

 

September 12, 2005

 

Dryden Municipal Series Fund - New York Series

 

September 12, 2005

 

Dryden Municipal Series Fund - Pennsylvania Series

 

September 12, 2005

 

Dryden National Municipals Fund, Inc.

 

September 12, 2005

 

The Prudential Series Fund, Inc. - Money Market Portfolio

 

September 12, 2005

 

The Prudential Series Fund, Inc. - SP Aggressive Growth Asset Allocation Portfolio

 

September 12, 2005

 

The Prudential Series Fund, Inc. - SP Balanced Asset Allocation Portfolio

 

September 12, 2005

 

The Prudential Series Fund, Inc. - SP Conservative Asset Allocation Portfolio

 

September 12, 2005

 

The Prudential Series Fund, Inc. - SP Growth Asset Allocation Portfolio

 

September 12, 2005

 

Jennison Blend Fund, Inc.

 

September 12, 2005

 

 

3


Exhibit 99.(j)

 

[Letterhead of KPMG]

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Trustees and Shareholders of

Dryden Core Investment Fund:

 

We consent to the incorporation by reference, in this registration statement, of our report dated March 30, 2006 on the statement of assets and liabilities of the Taxable Money Market Series and the Short-Term Bond Series, each a series of the Dryden Core Investment Fund (hereafter referred to as the “Funds”), as of January 31, 2006, and for Taxable Money Market Series, the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the three-year period then ended; and for Short-Term Bond Series, the statement of operations, changes in net assets and financial highlights for the period from November 7, 2005 (commencement of operations) to January 31, 2006. These financial statements and financial highlights and our report thereon are included in the Annual Report of the Funds as filed on Form N-CSR.

 

We also consent to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Other Service Providers” and “Financial Statements” in the Statement of Additional Information.

 

 

/s/ KPMG LLP

 

KPMG LLP

New York, New York

May 30, 2006

 

 


Exhibit 99.(p)(1)

 

JENNISONDRYDEN AND

STRATEGIC PARTNERS MUTUAL FUND COMPLEX

(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



 

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

 

3



 

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/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)                                “Non-proprietary Registered Open-end Investment Company” or “Non-proprietary Fund” means any registered open-end investment company whose registered investment adviser is an entity other than Prudential Investments LLC.

 

4



 

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

 

(o)                                  “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.

 

(p)                                  “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/Personal Securities Trading Committee (“Committee”).

 

(q)                                  “Proprietary Registered Open-End Investment Company” or “Proprietary Fund” means a registered open-end investment company for which Prudential Investments LLC acts as the registered investment adviser, with the exception of proprietary money market open-end registered investment companies or any other open-end registered investment companies identified by the Compliance Officer.(1)

 

(r)                                     “Security” will have the meaning set forth in Section 2(a)(36) of the Act, except that it will not include shares of Non-proprietary Registered Open-end Investment Companies, money market 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.

 

(s) “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.

 


(1)  The Compliance Officer will maintain a list of such exempt open-end registered investment companies.

 

5



 

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.                                     Mutual Funds

 

Except as provided in Section 5 below, Investment Personnel and certain other individuals identified by the Compliance Officer are required to hold Proprietary Funds purchased for a period of 90-days.  Profits realized on such transactions that do not adhere to the requirements of this Section may be promptly required to be disgorged to the Fund or as otherwise deemed appropriate by the Committee.

 

B.                                     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.

 

6



 

C.                                     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.

 

D.                                     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

 

7



 

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.(2)

 

(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

 

8



 

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.

 

E.                                       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.  For purposes of this prohibition, Security shall exclude Proprietary Funds.  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.

 

F.                                       Short Sales

 

No Access Person may sell any security short that is owned by any Fund in the Complex.  Access Persons may, however make short sales when he/she owns an

 


(2)  A list of such Funds shall be maintained by the Compliance Officer.

 

9



 

equivalent amount of the same security.  This prohibition does not apply to Disinterested Directors/Trustees.

 

G.                                     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.

 

H.                                     Investment Clubs

 

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

 

5.                                       Exempted Transactions

 

The requirements of Section 4.A. above will not apply to subparagraphs (a), (c), (d), (i), and (k) hereof.  In addition, subject to preclearance in accordance with Section 6 below with respect to subparagraphs (b), (e), (f), (g) and (i) hereof, the prohibitions of Sections 4.D. and 4.E., 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.

 

10



 

(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.(3)

 

(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.  With respect to the requirements of Section 4.A. above, the Compliance Officer may approve certain hardship or other exceptions.

 

(j)                                      Purchases or sales of Unit Investment Trusts.

 

(k)                                   Purchases or sales of Securities that are part of an

 


(3)  A list of such indices will be maintained by the Compliance Officer.

 

11



 

automatic investment/withdrawal program or that result from automatic rebalancing.

 

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 and Section 4.A. 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

 

12



 

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

 

13



 

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 current as of a date no more than 45 days prior to the

 

14



 

date the individual first became an Access Person with respect to the initial report and include information that is current within the previous 45 days, 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;

 

15



 

(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 have 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

 

16



 

developments in applicable laws and regulations.

 

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

 

As of 4/6/05

 

17



 

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.

 

18



 

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.

 

19


Exhibit 99(p)(2)

 

Personal Securities

Trading Policy

 

 

Prudential Financial, Inc.- For Internal Use Only

Revised 1/9/2006 B Version

 



 

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 Prudential and its associates comply 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 insider trading standards and requirements, 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 in connection with the use and disclosure of material nonpublic information.

 

Section II sets forth Prudential’s trade monitoring procedures and trade reporting obligations for Covered and Access Persons, including the 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.

 

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, trading unit or registered investment adviser.

 

Section VI sets forth the additional trading policies and procedures applicable to associates of the private asset management units of Prudential Investment Management (“PIM”).

 

Section VII sets forth the additional trading policies and procedures applicable to associates of Prudential Equity Group, Inc. (“PEG”).

 

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 Unit, Compliance Department.

 

The personal trading policy and trade monitoring procedures described in this Policy reflect the practices followed by leading financial service firms. No business unit or

 

i



 

group may adopt policies or procedures that are inconsistent with this Policy. However, business units may, with the prior approval of the Securities Monitoring Unit, adopt policies and procedures that are more stringent than those contained in this Policy.

 

ii



 

TABLE OF CONTENTS

 

INTRODUCTION

I

 

 

TABLE OF CONTENTS

III

 

 

I. PRUDENTIAL’S POLICY STATEMENT ON INSIDER TRADING

6

A. Use of Material Nonpublic and Confidential Information

6

B. Prudential Insider Trading Rules

7

C. What is Nonpublic Information?

8

D. What is Material Information?

8

E. “Front-running” and “Scalping”

9

F. Private Securities Transactions

10

G. Charitable Gifts

10

H. Penalties for Insider Trading

10

1. Penalties for Individuals

10

2. Penalties for Supervisors

10

3. Penalties for Prudential

10

 

 

II. SECURITIES TRADE MONITORING FOR COVERED AND ACCESS PERSONS

11

A. The “SMARTS” System

11

B. Covered, Access and Supervised Persons

11

C. Trade Reporting Requirements

12

1. Authorized Broker-Dealer Requirements

12

2. Authorized Broker-Dealer Exceptions

13

3. Trade Reporting Requirements for Exception Accounts

13

4. Reporting New Accounts

14

5. Personal and Family Member Accounts

14

6. Reportable Securities Transactions

15

7. Confidentiality of Trading Information

15

8. Prohibited Transactions

15

9. Additional Requirements

16

 

 

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

17

A. Designated Persons

17

B. Specific Trading Requirements

17

1. Brokerage Account Requirements for Designated Persons

18

2. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers

18

3. Reporting New Accounts

19

4. Trading Windows/Blackout Periods

19

5. Preclearance of Trading in Securities Issued by Prudential

19

6. Prohibited Transactions

20

7. PESP

20

C. Supervisory Responsibilities

20

D. Violations to the Policy

20

 

 

IV. TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS

21

A. Trade Monitoring for Associates of a Broker-Dealer

21

1. Notification Requirements for Personal Securities Accounts

21

2. Annual Compliance Training and Sign-off

22

 

iii



 

3. Requirement for Supervised Persons

22

B. Restrictions on the Purchase and Sale of Initial Equity Public Offerings

22

C. Private Securities Transactions

23

D. Additional Restrictions for PEG Associates

24

 

 

V. TRADING RESTRICTIONS FOR PORTFOLIO MANAGEMENT AND TRADING UNITS AND REGISTERED INVESTMENT ADVISERS

25

A. Background

25

1. Advisers Act Requirements

25

2. Investment Company Act Requirements

25

B. Definitions

26

C. Conflicts of Interest

26

D. Mutual Fund Reporting and Trading Restrictions

27

1. Mutual Fund Holding Period

27

2. Policies Relating to Reporting and Trading Mutual Funds

28

E. Additional Trading Restrictions for Access and Investment Personnel of PIM and Quantitative Management Associates LLC (“QMA”)

29

1. Initial Public Offerings

29

2. Private Placements

29

3. Blackout Periods — “7 Day Rule”

29

4. Short-Term Trading Profits

30

5. Short Sales

30

6. Options

30

F. Investment Clubs

31

G. Prohibited Transactions Involving Securities Issued by Prudential

31

H. Preclearance

31

I. Exemptions

31

J. Personal Trade Reporting

33

K. Personal Securities Holdings

33

L. Service as a Director

34

M. Gifts

34

N. Code Violations and Sanctions

34

O. Reports to Clients

34

P. Additional Trading Requirements for Access Persons of Global Portfolio Strategies Inc. (“GPSI”)

35

1. Initial Public Offerings

35

2. Private Placements

35

3. Restricted Lists

35

 

 

VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS

36

A. Background

36

B. Conflicts of Interest

36

C. Requirements of Private-Side Associates

37

D. Private-Side Monitored List & Global Private-Side Monitored List

38

E. Investment Clubs

38

F. Mutual Fund Reporting and Trading Restrictions

38

1. Mutual Fund Holding Period

39

2. Policies Relating to Reporting and Trading Mutual Funds

39

 

iv



 

G. Personal Securities Holdings

40

H. Private Placements

40

I. Initial Public Offerings

41

J. Additional Restrictions for Certain Units

41

1. Real Estate Units

41

2. Prudential Capital Group

41

 

 

VII. POLICY FOR PRUDENTIAL EQUITY GROUP LLC

42

A. Associated Persons’ Securities Accounts

42

1. Trade Monitoring at PEG

42

B. Definition of “Employee Account” and “Employee Related Account”

42

C. Investment Clubs

43

D. Personal Trading Restrictions

43

1. Purchases of Public Equity Offerings

43

2. Private Securities Transactions

43

3. Annual Compliance Training

43

4. 24 - Hour Research Report Restriction

43

E. Restricted List

44

F. Additional Trading Restrictions for Certain PEG Departments

44

1. Trading Restrictions

44

2. Preclearance Procedures

44

 

 

EXHIBITS

45

Exhibit 1 – Sample Letter to Brokerage Firm

45

Exhibit 2a – Acknowledgment of the Personal Securities Trading Policy - US

46

Exhibit 2b - Acknowledgment of the Personal Securities Trading Policy - International

48

Exhibit 3 – Compliance and Reporting of Personal Transactions

50

Exhibit 4 – Index Options On a Broad-Based Index that are Exempt from Preclearance

53

Exhibit 5 – Personal Securities Holdings Report

54

Exhibit 6 — Section 16 Insiders and Designated Persons Preclearance Request Form

55

Exhibit 7 — Non Proprietary Subadvised Mutual Funds

57

Exhibit 8 – Initial Public Offering and Private Placement Preclearance Form for Access Persons and Private-Side Associates

58

Exhibit 9 – Exchange Traded Funds that are Exempt from Preclearance

59

 

v



 

I. PRUDENTIAL’S POLICY STATEMENT ON INSIDER TRADING

 

Prudential aspires to the highest standard of business ethics. Accordingly, Prudential has developed the following standards and requirements to ensure the proper protection of material nonpublic information and to comply with laws and regulations governing insider trading.

 

A. Use of Material Nonpublic and Confidential 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 laws establish strict guidelines regarding the use of material nonpublic information.

 

                  You may not use material nonpublic information, obtained in the course of your employment, for your personal gain or share such information with others for their personal benefit;

 

                  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

 

                  If you possess material nonpublic information, you must preserve its confidentiality and disclose it only to other associates who have a legitimate business need for the information.

 

                  In the course of your business activities you may be involved in confidential analysis involving other external public companies. You must treat as confidential, all information received relating to this analysis and discuss it only with those employees who have a legitimate business need for the information. You may not personally use this information or share such information with others for their personal benefit.

 

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),(2) 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

 


(1) Rule 10b5-1(c), adopted by the Securities and Exchange Commission, provides for an affirmative defense to allegations of insider trading for trades implemented in accordance with a Rule 10b5-1(c) trading plan (“Individual Trading Plan”). Certain Prudential employees may be eligible to enter into an Individual Trading Plan with respect to certain sales of Prudential securities and exercises of Prudential employee stock options. Any Individual Trading Plan must be precleared in accordance with Company policy. These individuals have been specifically notified.

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

 

6



 

law or a particular situation, you should consult with the Securities Monitoring Unit, Compliance Department 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 Chief Compliance Officer or the Securities Monitoring Unit so that the securities can be monitored and/or placed on a restricted list as appropriate.

 

B. Prudential Insider Trading Rules

 

Below are 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 are in possession of material nonpublic information relating to those companies.(3)  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.(4)  In addition, you must treat any nonpublic information about portfolio holdings of any registered investment company managed by Prudential as material nonpublic information.

 

(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”).

 

(4)         You should refrain from buying or selling securities issued by any companies about which you are involved in confidential analysis. In addition, you may not communicate any information regarding the confidential analysis of the company, or that Prudential is even evaluating the company, to anyone except individuals who are entitled to receive it in connection with the performance of their responsibilities for Prudential.

 


(3)  Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.

(4)  For restrictions applicable to PEG trading department associates, see Section VII.

 

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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 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 Chief Compliance Officer, the Securities Monitoring Unit or the Law Department.

 

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 the Law Department, the Securities Monitoring Unit or your Chief Compliance Officer.

 

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);

 

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                  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 (e.g., if the information is relevant to that company or its products, business, or assets).

 

Examples :

 

                  Information that a company’s primary supplier is going to increase dramatically the prices it charges; or

 

                  Information that a competitor has just developed a product that will cause sales of a company’s products to plummet.

 

Material information may also include information about Prudential’s activities or plans relating to a company unaffiliated with Prudential.

 

Example :

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

 

E. “Front-running” and “Scalping”

 

Trading while in possession of information concerning Prudential’s trades is prohibited by Prudential’s insider trading rules and may also violate federal law. This type of trading activity is referred to as “front running” and “scalping”.

 

Front running occurs when an individual, with knowledge of Prudential’s trading intentions, knowingly makes 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.

 

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F. Private Securities Transactions

 

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

 

G. Charitable Gifts

 

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

 

H. Penalties for Insider Trading(5)

 

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 severe civil and criminal penalties including disgorgement of profits, substantial fines and imprisonment. Employment consequences of such behavior may include the loss or suspension of licenses to work in the securities industry, and disciplinary action 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 criminal fines up to $1 million per violation, civil penalties and fines, and discipline by Prudential up to and including termination of employment.

 

3. Penalties for Prudential

 

Prudential could also be subject to penalties in the event an associate is found liable for insider trading. Such penalties include, among others, harsh criminal fines and civil penalties, as well as, restrictions placed on Prudential’s ability to conduct certain business activities including broker-dealer, investment adviser, and investment company activities.

 


(5)  In addition to the penalties listed in this section, Prudential and/or Prudential associates could be subject to penalties under the Employee Retirement Income Security Act of 1974 (ERISA) if the insider trading occurs in connection with an ERISA plan’s investment.

 

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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 material nonpublic information.

 

However, certain employees are required to have their personal trading activities 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, nonpublic mutual fund holdings information 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, Access and Supervised 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 transactions and conform to the authorized broker-dealer requirements (discussed below).

 

“Access Persons” - Associates who work in or support portfolio management activities, have access to nonpublic investment advisory client trading information or recommendations or have access to nonpublic portfolio holdings of mutual funds. See Section V for specific requirements. Certain Access Persons are subject to preclearance of all personal securities trading activity, while other Access Persons may only be subject to specific trading restrictions.

 

“Covered Persons” – Associates, 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.(6)

 


(6)  Private-Side Associates, as defined under Section VI of this policy (excluding employees of PMCC), are considered Access Persons under the Investment Advisers Act of 1940 due to their access to investment advisory client trading information. These individuals will continue to be called Covered Persons or Private-Side Associates under this Policy.

 

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In addition, certain individuals may be classified as Supervised Persons of a registered investment adviser. Supervised Persons are subject to the following requirements:

 

                  Acknowledge receipt of their Investment Adviser Code of Ethics (“Code”), including this Policy and any amendments to the Code and/or Policy;

                  Comply with all applicable federal securities laws; and

                  Report any violations of the Code including this Policy to his/her Chief Compliance Officer or the Securities Monitoring Unit.

 

If an individual is only classified as a Supervised Person, and is not also classified as an Access, Covered or Designated Person, as defined in Section III.A. , he/she is not required to report his/her personal securities trading activity and is not subject to the authorized broker-dealer requirements.

 

 “Supervised Persons” are individuals who are officers, directors and employees of a registered investment adviser, as well as certain other individuals who provide advice on behalf of the adviser and are subject to the adviser’s supervision and control.

 

If you are unsure as to whether you are an Access, Covered, or Supervised Person, contact your Chief Compliance Officer or the Securities Monitoring Unit. (7)

 

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 Wachovia Securities, 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://authorizedbrokerdealers.prudential.com/. The account types that are subject to the authorized broker-dealer requirements are listed below in Section C.4 . Covered and Access Persons must report new accounts promptly to the Securities Monitoring Unit, including new account numbers, to insure that transactions are sent to Prudential via electronic feed.(8)

 

Prudential Financial, Inc. securities held at Computershare Trust Company, N.A. (“Computershare” formerly EquiServe Trust Company, N.A.) are not required to be transferred.

 

New Associates who are subject to this requirement will be required to transfer accounts to an authorized broker-dealer within 60 days of becoming a Covered and/or Access Person. Associates must instruct their brokers to send trading activity (written confirmations and statements) to the Securities Monitoring Unit while they are in the process of transferring their accounts. A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy.

 


 

(7)  PEG monitors the personal trading of its associates in conformity with applicable NYSE and NASD rules, through its own process utilizing SMARTS technology. See Section VII.

(8)  Employees should report new accounts within 30 days of activating the account.

 

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2. Authorized Broker-Dealer Exceptions

 

Exceptions to the authorized broker-dealer requirement are limited and should be submitted to the Chief Compliance Officer responsible for your business unit who will submit the request to the appropriate Business Unit or 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) or that were established prior to being subject to this policy.

 

                  Accounts in which the employee has a formal investment management agreement that provides full discretionary authority to a third party money manager (“Discretionary Accounts”). A Discretionary Account agreement may establish general investment objectives but cannot permit the employee to make specific decisions regarding the purchase or sale of any individual securities for the account and the employee must not in fact influence or control such transactions. A copy of the executed management agreement must be submitted to the Securities Monitoring Unit for review and approval.(9)

 

                  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 that 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.

 

If, at any time, the facts and circumstances have changed regarding an account(s) for which an exception has been previously granted, the employee must promptly notify Compliance and request that the account(s) be reviewed in light of the changed circumstances.

 

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 the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1


(9) Designated, Access and Covered Persons must disclose his/her Discretionary Account(s) to the Securities Monitoring Unit and must provide a copy of the executed investment management agreement to the Securities Monitoring Unit for approval, however duplicate statements and trade confirmations for these accounts are not required to be submitted. Discretionary Accounts transactions are reportable for Section 16 Insiders due to their Prudential securities filing obligations, therefore duplicate statements and trade confirmations are required for these accounts.

 

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to this Policy. Remember, accounts maintained at Wachovia Securities, Pruco Securities, Charles Schwab, E*TRADE, Merrill Lynch, and Fidelity Investments, as well as Discretionary Accounts, are exempt from this requirement.(10),(11)

 

4. Reporting New Accounts

 

Covered and Access Persons must report new accounts promptly to the Securities Monitoring Unit, including new account numbers, to insure that transactions are sent to the Securities Monitoring Unit.(12)

 

5. Personal and Family Member Accounts

 

You are required to maintain 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.(13)

 

Mutual fund accounts held directly at mutual fund companies, where the account is systematically blocked from trading any securities other than mutual funds, and/or 529 College Savings Plans are not subject to the Policy and do not require disclosure.(14),(15) However, all brokerage accounts, even those that only hold mutual funds, are subject to the Policy and must comply with the authorized broker-dealer requirements.

 

All monitored associates are required to complete and sign an annual Acknowledgment Form, attached as Exhibit 2 , identifying and listing the location of all reportable brokerage accounts, including those held at authorized broker-dealers and those held at non-authorized firms. For the latter, your signature on the Acknowledgement Form will confirm that you have instructed all brokers for such accounts to send duplicate copies of account statements and trade confirmations to the Securities Monitoring Unit. If you are

 


(10) Information concerning securities transactions at the authorized broker-dealers is fed by computer link directly to Prudential’s trade monitoring system, SMARTS.

(11) Discretionary Account transactions are reportable for Section 16 Insiders due to their Prudential securities filing obligations.

(12) Employees should report new accounts within 30 days of activating the account.

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

(14) Investment Personnel, Access Persons and Private-Side Associates are subject to certain trading restrictions and reporting requirements with respect to mutual fund transactions and holdings. See Sections V.B. and VI.F.

(15) A list of approved mutual fund companies is maintained by the Securities Monitoring Unit.

 

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classified an Access or Covered Person, by signing the annual Acknowledgment Form you are also confirming your obligations of notifying the Securities Monitoring Unit of any changes to your accounts that have been granted exceptions under the authorized broker-dealer requirements.(16)  Acknowledgment forms, which are supplied to you electronically by the Securities Monitoring Unit, must be completed annually.(17)

 

6. Reportable Securities Transactions

 

In general, all securities transactions are reportable by Access and Covered Persons except where noted below:

 

                  Covered Persons, with the exception of Private-Side Associates as defined in Section VI , are not required to report purchases and sales of open-end mutual funds, affiliated variable insurance products and variable annuities, certificates of deposit and certain United States government securities.

 

                  Investment Personnel, as defined in Section V.B ., Access Persons and Private-Side Associates are not required to report certificates of deposit and certain United States government securities. Individuals under these classifications are however required to report purchases and sales of affiliated variable insurance products and variable annuities and any underlying sub-account transactions associated with these products, as well as any transactions and holdings of certain open-end mutual funds as described in Section V .

 

The chart attached as Exhibit 3 identifies the personal securities transactions that are reportable.

 

7. Confidentiality of Trading Information

 

The Securities Monitoring Unit is responsible for maintaining SMARTS, and recognizes that your investment records are highly confidential. Accordingly, the Securities Monitoring Unit 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 or as required by federal securities laws, the only persons who have access to this information are a small group within the Compliance Department.

 

8. Prohibited Transactions

 

All employees, including Covered and Access Persons, are prohibited from selling short including “short sales against the box” and from participating in any options or futures transactions on any securities issued by Prudential. Employees classified as Designated Persons are subject to additional restrictions relating to securities issued by Prudential. These requirements are outlined in Section III of this Policy.

 


(16)  Any changes to accounts that have been previously been granted exceptions must be reevaluated to determine if the exception is still permitted.

(17)  If you are a reporting associate, and have not completed an acknowledgment form, please contact the Securities Monitoring Unit.

 

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9. Additional Requirements

 

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

 

Requirements for Designated Person – Section III .

Requirements for Associates of Broker Dealers – Section IV .

Requirements for Portfolio Management and Trading Units and Registered Investment Advisers. – Section V .

Requirements for Private Asset Management Units – Section VI .

Requirements for associates of PEG – Section VII .

 

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

 

This Section specifically addresses the requirements for those associates 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, which is available through the Securities Monitoring Unit.

 

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. Employees at the corporate rank of Executive Vice President (“EVP”) and above are deemed to be Designated Persons. Direct reports to each Vice Chairman and EVP and their direct reports are also deemed to be Designated Persons.

 

The Vice Presidents (“VP’s”) 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 the Securities Monitoring Unit of any changes to this list.

 

Finally, management of all other business groups and corporate departments are required to identify and inform the Securities Monitoring Unit of any additional employees, who through the performance of their jobs, have regular access to material nonpublic information.

 

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. Requests should be forwarded to the Securities Monitoring Unit, who in consultation with the Law Department, will review and facilitate the request. Certain exceptions must be approved by Prudential’s 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.(18),(19) All employees are also prohibited from selling short including “short sales against the box” and from participating in any options or futures transactions on any securities issued by Prudential. Employees are also discouraged from engaging in speculative transactions in

 


(18)  Certain sales of Prudential securities and exercises of Prudential employee stock options are permitted if made pursuant to a Company precleared Individual Trading Plan.

(19)  For purposes of this Policy, all requirements and restrictions relating to securities issued by Prudential also include Prudential Financial single stock futures.  

 

 

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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 the Securities Monitoring Unit.(20)  This requirement excludes transactions in Prudential mutual funds and annuities. Trades will be approved only during open “trading windows.”  Designated Persons are also subject to the general prohibition 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 the Designated Person or his/her family member exercises 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 Wachovia Securities, 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://authorizedbrokerdealers.prudential.com/.

 

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 for your non-PRU positions, however those accounts are still subject to Prudential’s monitoring procedures outlined below in Section B.2 . Discretionary Accounts, as defined in Section II.C.2 ., must be disclosed to the Securities Monitoring Unit and Designated Persons must provide a copy of the signed Discretionary Account agreement to the Securities Monitoring Unit for review and approval, however duplicate statements and trade confirmations for these accounts are not required to be submitted.

 

While PRU stock held by you at Computershare (formerly EquiServe) is subject to the provisions of this Policy (e.g., transactions are subject to preclearance and trading window requirements), Designated Persons are not required to transfer PRU positions held at Computershare to an authorized broker-dealer.

 

2. Trade Reporting Requirements for Accounts with Non-Authorized Broker-Dealers

 

Designated Persons who maintain brokerage accounts with brokerage firms (for their non-PRU positions) other than the authorized broker-dealers listed in Section B.1 . above and Discretionary Accounts, must direct the brokerage firm(s) to send duplicate copies of

 


(20)  Transactions executed pursuant to a Company precleared Individual Trading Plan are not required to be individually precleared. However, the Individual Trading Plan itself must be precleared in accordance with Company policy.

 

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trade confirmations and account statements to the Securities Monitoring Unit.(21)  A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy.

 

3. Reporting New Accounts

 

Designated Persons must report new accounts promptly to the Securities Monitoring Unit, including new account numbers, to insure that transactions are sent to the Securities Monitoring Unit.(22)

 

4. Trading Windows/Blackout Periods

 

Designated Persons are permitted to trade in securities issued by Prudential only during open trading windows.(23)  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 two 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. The Securities Monitoring Unit will notify Designated Persons of the opening of trading windows and the commencement of blackout periods.

 

5. Preclearance of Trading in Securities Issued by Prudential

 

Designated Persons are required to preclear all transactions in securities issued by Prudential through the Securities Monitoring Unit.(24)  Designated Persons should submit requests electronically through the SMARTS Preclearance Intranet site. Designated Persons will be sent a link to the Preclearance site from the Securities Monitoring Unit, and a link is also available from the Compliance Department’s Intranet site. All approved transactions are valid until the close of the market on the day in which preclearance is granted. Therefore, Designated Persons may not enter into “good until cancelled” or “limit” orders involving Prudential securities that carry over until the next trading day. (See Exhibit 6 for sample SMARTS Preclearance Request Form.)

 

Transactions that require preclearance include, but are not limited to, the following:

 

                  Open market transactions through a broker-dealer;

 

                  Prudential securities transactions executed in Computershare (formerly Equiserve) accounts;

 

                  Gifts received or given;

 


 

(21)  Information concerning securities transactions at the authorized broker-dealers is fed by computer link directly to SMARTS. For accounts held at unauthorized firms, other than Discretionary Accounts, the Securities Monitoring Unit must receive paper copies of all confirms and monthly statements.

(22)  Employees should report new accounts within 30 days of activating the account.

(23)  Trades executed pursuant to a Company precleared Individual Trading Plan need not be individually precleared and may be made in accordance with the terms of the Individual Trading Plan either during open trading windows or blackout periods.  

(24)  Refer to Footnotes 19 and 22.

 

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                  Stock option, restricted stock and performance share plan exercises; and

 

                  Prudential Employee Savings Plan (“PESP”) and Deferred Compensation Plan Company Stock Fund transactions. Purchases through automatic payroll deductions need only be precleared at the time the election is made. Preclearance requests for automatic payroll elections will only be accepted during open trading windows.

 

6. Prohibited Transactions

 

All employees are prohibited from selling short including “short sales against the box” and from participating in any options or futures transactions on any securities issued by Prudential. In addition, Designated Persons are prohibited from exercising their employee stock options during a blackout period, regardless of whether the transaction involves the sale of Prudential securities. As a result, controls have been established to prevent option exercises during closed trading windows. If a blocking system fails, the employee will be responsible for the exception to the Policy.

 

7. PESP

 

Certain controls have been established to prevent trading activity in PESP during closed trading periods. PESP transactions that are blocked include exchanges, deferral rate and allocation changes, loans and distributions. Remember, it is the Designated Person’s obligation to comply with this Policy including the preclearance and trading window requirements. If a blocking system fails, the employee will be responsible for the exception to the Policy.

 

C. Supervisory Responsibilities

 

The VP’s of Finance, in conjunction with the Business Unit and Department Heads or their designees, are responsible for identifying changes to the Designated Persons list in their areas and informing the Securities Monitoring Unit, and, with the Securities Monitoring Unit, facilitating employee understanding of and conformity with this Policy. The trade monitoring process is conducted by the Securities Monitoring Unit with matters brought to the attention of Business Unit/Department Head management as needed.

 

D. Violations to the Policy

 

Violations or other exceptions to this policy including the preclearance and trading window requirements are reviewed by the Designated Persons Personal Trading Policy Committee. Policy violations or exceptions that may result in disciplinary action, other than an educational reminder, will be resolved with the employee’s supervisor. Individuals who do not comply with the Policy are subject to disciplinary action that may include fines or other monetary penalties up to and including termination of employment.

 

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IV. TRADING RESTRICTIONS FOR ASSOCIATES OF BROKER-DEALERS

 

A. Trade Monitoring for Associates of a Broker-Dealer

 

Prudential has a number of different broker-dealers including Pruco Securities Corporation (“Pruco”), Prudential Investment Management Services, LLC. (“PIMS”) and American Skandia Marketing, Incorporated (“ASM”) that are specifically referred to as “Broker-Dealers” under this Section.(25)

 

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. PIMS and ASM are limited broker-dealers whose primary business is restricted to the facilitation of customer orders in and distribution of Prudential mutual funds, annuities, and 529 plan interests but PIMS is also a discount broker-dealer that offers brokerage accounts and Individual Retirement Accounts (“IRA’s”) to roll over customers formerly retirement plan participants serviced by Prudential Retirement. Investments offered include mutual funds, stocks, bonds and municipal securities.

 

Unlike Prudential units that participate in the personal trade monitoring system, the nature and scope of the Broker-Dealers’ businesses are such that their associates do not have access to material nonpublic information concerning publicly traded securities through their employment.(26)  Accordingly, Broker-Dealer associates are generally not required to participate in SMARTS. However, pursuant to SEC and NASD regulations, Broker-Dealer Registered Representatives must comply with the reporting requirements listed below.(27)  In addition, certain officers and registered representatives of Pruco, which is also a federally registered investment adviser, have been identified as Supervised Persons, as defined in Section II.B . The requirements for Supervised Persons are also outlined below.

 

1. Notification Requirements for Personal Securities Accounts

 

In accordance with NASD Rule 3050, Broker-Dealer Registered Representatives (“Registered Representatives”) must notify the Broker-Dealer to which they are associated, in writing, prior to opening an account at another broker-dealer, and must notify the Broker-Dealer of any accounts opened prior to becoming a Registered Representative. Registered Representatives must also notify broker-dealers, prior to opening such accounts, that they are Registered Representatives of a broker-dealer. However, if the account was established prior to the association of the person with the Broker-Dealer, the Registered Representative must notify the broker-dealer in writing promptly after becoming so associated.

 


(25)  Requirements for associates of Prudential Equity Group, LLC are covered under Section VII of this Policy.

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

(27)  ASM associated persons follow policies and procedures outlined in AMS’s compliance manual that are generally consistent with the requirements of this Section.

 

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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; (5) 529 Plans; and (6) money market fund accounts.(28)

 

2. Annual Compliance Training and Sign-off

 

The NASD/NYSE Joint Memorandum on Chinese Wall Policies and Procedures (NASD Notice to Members 91-45) provides that firms that 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, the Broker-Dealers include a statement concerning insider trading in their annual Compliance Overview. Annually, all Registered Representatives are required to sign a statement affirming that they have read and understand the policy concerning insider trading as described in the Broker-Dealer’s compliance manual and as set forth in Prudential’s Policy Statement On Insider Trading contained in Section I of this Policy.

 

3. Requirement for Supervised Persons

 

Certain Pruco officers and registered representatives involved in investment advisory activity have been classified as Supervised Persons.(29)  Supervised Persons are subject to the following requirements:

 

                  Acknowledge receipt of their Investment Adviser Code of Ethics (“Code”), including this Policy and any amendments to the Code and/or Policy;

                  Comply with all applicable federal securities laws; and

                  Report any violations of the Code including this Policy to his/her Chief Compliance Officer or the Securities Monitoring Unit.

 

If an individual is only classified as a Supervised Person, and is not also classified as an Access, Covered or Designated Person, he/she is not required to report his/her personal securities trading activity and is not subject to the authorized broker-dealer requirements outlined in Section II .

 

B. Restrictions on the Purchase and Sale of Initial Equity Public Offerings

 

NASD Rule 2790 prohibits broker-dealers from purchasing or retaining “new issues” in their own accounts and from selling new issues to a restricted person. Restricted persons are defined as directors, officers, general partners, employees, associated

 


(28)  Associated persons who are also Access Persons and/or Private-Side Associates are required to report certain mutual fund transactions and holdings and purchases of certain variable-life and variable-annuity contracts and sub-account transactions, as described in Section V.D.

(29)  The Securities Monitoring Unit will notify all individuals who are classified as Supervised Persons.

 

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persons and agents engaged in the investment banking or securities business of any broker-dealer. “New Issues” are any initial public offerings of an equity security.

 

These basic prohibitions also cover sales of new 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. A Restricted Person is permitted to have an interest in an account that purchases new issues (i.e., collective investment accounts including hedge funds, investment partnerships, investment corporations, etc.) provided that the beneficial interests of all restricted persons do not in aggregate exceed 10% of the total account.

 

The overall purpose of this prohibition 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 this Rule, associated persons of Prudential’s broker-dealers are prohibited from purchasing securities in any public offerings of equity securities. This prohibition includes all associates of Prudential’s broker-dealers including PIMS, PRUCO, ASM and PEG (See Section VII for a full discussion of requirements and restrictions applicable to PEG associates.)

 

The policy applies to all public offerings of equity securities, whether or not the above broker-dealers are participating in the offering. There are no prohibitions on purchases of public offerings of, investment grade asset-backed securities, open-end mutual funds, preferred securities, convertible securities or any debt securities, including but not limited to municipal 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 equity 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 does 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 new issue. For information on this exception, please contact your broker-dealer compliance officer.

 

C. Private Securities Transactions

 

In accordance with NASD Rule 3040, all associates of the Broker-Dealers, including PEG, 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

 

23



 

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. For associates who are subject to preclearance, the preclearance form will satisfy the notification requirement.

 

D. Additional Restrictions for PEG Associates

 

PEG associates are subject to certain additional personal trading restrictions, which are set forth in Section VII .

 

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V. TRADING RESTRICTIONS FOR PORTFOLIO MANAGEMENT AND TRADING UNITS AND REGISTERED INVESTMENT ADVISERS

 

A. Background

 

The Investment Advisers Act of 1940 (“Advisers Act”) and the Investment Company Act of 1940 (“Investment Company Act”) govern activities of officers, directors and employees of registered investment advisers and advisers who manage registered investment companies, respectively. These rules set forth specific requirements relating to conflicts of interest and personal securities trading activity.

 

1. Advisers Act Requirements

 

Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics designed to prevent fraud by reinforcing fiduciary principles that govern the conduct of investment advisory firms and their personnel. In addition, the code must set forth specific requirements relating to personal trading activity including reporting transactions and holdings.

 

Generally, the code of ethics applies to all Supervised Persons of the adviser, including all Access Persons of the adviser. The Investment Adviser Code of Ethics (“Code”), as adopted by Prudential’s registered investment advisers, includes the Personal Securities Trading Policy and the Statement of Policy Restricting Communication and the Use of Issuer-Related Information by Prudential Investment Associates (“Chinese Wall Policy”). Employees identified as Supervised Persons must comply with the Code, including this Policy.(30) Compliance is responsible for notifying each individual who is subject to the Code.

 

2. Investment Company Act Requirements

 

Rule 17(j) under the Investment Company Act 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.

 


(30)     Generally, Private-Side Associates are also considered Access Persons under the Investment Advisers Act of 1940. See Section VI for information on the requirements for Private-Side Associates.

 

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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 who provide direct support to these units.(31) In addition, the ICI rules, with certain exceptions, have also been adopted for other investment management units within Prudential including.(32)

 

B. Definitions

 

The following terms are defined for purposes of this policy:

 

                  “Access Persons”, as defined in Section II.B. , include employees or officers of a mutual fund or investment adviser, who, in connection with their normal responsibilities, make, participate in, or have access to current or pending information regarding the purchase or sale of a security by the Complex (Complex defined below).(33)

 

                  “Investment personnel” are Access Persons who are public-side portfolio managers, analysts, traders, or certain other individuals as designated by the compliance officer. (For restrictions applicable to PEG Trading Desk personnel, see Section VII ).

 

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

 

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

 

C. Conflicts of Interest

 

Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudential’s values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient. Management must make the Company’s ethical standards clear. At every level, associates must set the right example in their daily conduct. Moreover, associates are encouraged to understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.

 

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

 


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

(32) Certain international units may also be subject to the requirements of this Section. Individuals should consult the applicable business unit compliance officer for additional information.  

(33) Officers listed on PI’s Form ADV and mutual fund officers are also classified as Access Persons.

 

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

 

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

 

                  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.

 

                  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 not limited to the receipt of unusual investment opportunities, perquisites or gifts from persons doing or seeking business with their portfolios.

 

                  Access Persons may not bunch a personal order with a client order.

 

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

 

D. Mutual Fund Reporting and Trading Restrictions

 

Investment Personnel and Access Persons are prohibited from market timing any proprietary mutual funds, as well as non-proprietary funds subadvised by Prudential, and must comply with any trading restrictions established by Prudential and its clients to prevent market timing of these funds.

 

To deter the market timing in proprietary and non-proprietary funds subadvised by Prudential, Investment Personnel and certain officers of Prudential Investment Management (“PIM”) and Prudential Investments LLC (“PI”) are required to hold any proprietary or non-proprietary subadvised mutual funds for a period of 90 days. Investment Persons and Access Persons are also required to report mutual fund transactions covered under this policy as described below.

 

1. Mutual Fund Holding Period

 

Investment Personnel and certain PIM and PI employees are required to hold proprietary and non-proprietary subadvised mutual funds, excluding money market funds and the

 

27



 

Dryden Ultra Short Bond Fund, purchased for a period of 90 days.(34) Proprietary funds include JennisonDryden, Strategic Partners, Target, and American Skandia Advisor Funds (“American Skandia Funds”). Non-proprietary subadvised funds are defined in Exhibit 7 . Specifically, Investment Personnel and certain PIM and PI employees are prohibited from executing a purchase and a sale of the same proprietary or non-proprietary subadvised mutual fund during any 90-day period.(35) This restriction applies to accounts for which Investment Personnel and certain PIM and PI employees have a direct or indirect beneficial interest, including household members. See Section II.C.4. Profits realized on such transactions must be disgorged to the applicable mutual fund or client, or as otherwise deemed appropriate by the Committee.(36)

 

2. Policies Relating to Reporting and Trading Mutual Funds

 

Access Persons are required to report all transactions of proprietary and non-proprietary subadvised mutual funds. This requirement applies to accounts for which Access Persons have a direct or indirect beneficial interest, including household members. See Section II.C.4 .

 

Access Persons may hold and trade proprietary and non-proprietary subadvised mutual funds only through one of the authorized broker-dealers, directly with Prudential Mutual Fund Services (“PMFS”), the Prudential Employee Savings Plan (“PESP”), or the Jennison Associates (“Jennison”) Savings and Pension Plans.(37) However, non-proprietary subadvised funds may be traded directly with the fund provided that duplicate account statements and trade confirmations are sent directly to the Securities Monitoring Unit, Compliance Department. For non-proprietary subadvised funds, Access Persons must notify fund complexes within 10 business days of receipt of this policy requesting that duplicate statements and confirmations be forwarded to the Securities Monitoring Unit. Investment elections or transactions executed in the executive deferred compensation plans are not subject to this requirement.(38)

 


(34)     PIM and PI employees will be identified by the President of PIM in consultation with the PIM Chief Compliance Officer. The PIM Chief Compliance Officer will be responsible for maintaining the list and submitting any changes to the Securities Monitoring Unit.

(35)     For the Prudential Employee Savings Plan and the Jennison Associates Savings and Pension Plans, only exchanges of proprietary and non-proprietary subadvised funds are subject to the 90-day holding period. Purchases due to automatic payroll deductions and company match and automatic rebalancing transactions are exempt from this requirement.

(36)     Discipline and sanctions relating to violations occurring in the Prudential Employee Savings Plan or the Jennison Savings or Pension Plans will be determined separately by the Personal Securities Trading/Mutual Fund Code of Ethics Committee.

(37)     Mutual fund transactions executed through PMFS, PESP and the Jennison Savings and Pension Plans will be sent to Compliance through a daily electronic trading feed.

(38)     Prudential’s deferred compensation plans (including The Prudential Insurance Company of America Deferred Compensation Plan, the Amended and Restated American Skandia Lifestyle Security Plan, and the Trust Agreement Between Jennison Associates LLC and Wachovia Bank, N.A.) are not susceptible to market timing due to the fact that the plans only permit one transaction per month. Therefore, transactions in these plans are exempt from both the 90-day holding period and reporting requirements.

 

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Investment Personnel and Access Persons must notify the Securities Monitoring Unit of any mutual fund accounts. This includes accounts of all household members, 401(k) Plans held at other companies, 529 Plans, variable insurance products and annuities held directly with the fund or through another company or service provider for all proprietary and non-proprietary subadvised mutual funds.(39) In addition, Investment Personnel and Access Persons must contact these funds to request that duplicate statements and confirmations of mutual fund trading activity be sent to the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy.

 

E. Additional Trading Restrictions for Access and Investment Personnel of PIM and Quantitative Management Associates LLC (“QMA”)

 

The following restrictions and requirements apply to all accounts in which Access Persons and Investment Personnel have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.4.

 

1. Initial Public Offerings

 

Investment personnel are prohibited from purchasing initial public offerings of securities. For purposes of this policy, “initial public offerings of securities” do not include offerings of government or municipal securities.

 

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”

 

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.(40) This

 


(39) Certain exceptions may be granted for the proprietary and non-proprietary mutual fund reporting and holding requirements where funds are held in 401(k) and 529 Plans and variable insurance and annuity products held through companies other than Prudential, the fund transfer agent or one of the authorized broker-dealers.  Access and Investment Persons should contact their local compliance officer to disclose these accounts and request an exception.

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

 

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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.(41) 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 may be 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

 

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

 

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

 


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

 

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should keep in mind that the short-term trading profit rule might affect their ability to close out an option position at a profit.

 

F. Investment Clubs

 

Access Persons may not participate in investment clubs.

 

G. Prohibited Transactions Involving Securities Issued by Prudential

 

All employees, including Access Persons, are prohibited from selling short including “short sales against the box” and from participating in any options or futures transactions on any securities issued by Prudential. Employees classified as Designated Persons are subject to additional restrictions relating to securities issued by Prudential. These requirements are outlined in Section III of this Policy.

 

H. Preclearance

 

Access Persons of PIM, QMA, American Skandia Investment Services, Inc. (“ASISI”) and Prudential Investments LLC (“PI”) must preclear all personal securities transactions with the exception of those identified in Section V.P. below. See also Exhibit 3 for a list of securities transactions requiring preclearance. Preclearance is also not required for both proprietary and non-proprietary subadvised mutual funds. 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://smartspreclearance.prudential.com/.(42),(43)

 

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.(44)

 

I. Exemptions

 

The following exemptions apply to the blackout periods, short-term trading profit rule, preclearance requirements and mutual fund 90-day holding period as noted below.(45)

 


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

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

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

(45) In addition to the examples listed in the grid, exceptions by Prior Written Approval may be available in certain circumstances. This may include, 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. For purposes of the mutual fund 90-day holding period, only certain limited exceptions will be approved including, but not limited to, hardships and extended disability and must be approved by the Business Unit Head and the PIM Chief Compliance Officer prior to execution. For purposes of this policy, Business Unit Head is defined as the executive in charge of Fixed Income Trading, QMA, Jennison, PI or his/her delegate. Delegation of this responsibility must be done in writing and submitted to the PIM Chief Compliance Officer.

 

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Type of Account/Security

 

Short
Swing
Profit Rule

 

Blackout
Periods

 

Preclearance(46)

 

Mutual
Fund 90-
Day
Holding
Period

Ineligible Securities (47)

 

Not Applicable

 

Not Applicable

 

Required

 

Applies

Exercise of rights issued by an issuer(48)

 

Not Applicable

 

Not Applicable

 

Required

 

Applies

De Minimis Transactions:

 

1) Any trades, or series of trades effected over a 30 calendar day 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.

2) 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 security by any portfolio in the business unit.

 

Not Applicable

 

Not Applicable

 

Required

 

Applies

Discretionary Accounts(49)

 

Not Applicable

 

Not Applicable

 

Not Required

 

Not Applicable

 


(46) See also Exhibit 3 for more details regarding the securities transactions that require preclearance.

(47) Transactions in ineligible securities include purchases or sales of securities (or their equivalents) that are not eligible for purchase or sale by any portfolio in the business unit.

(48) 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.

(49) 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.  Access Persons must provide written documentation that evidences he/she does not have authority to participate in the management of the account and the employee must give exclusive discretion to his/her broker or investment adviser.  A copy of such Discretionary Account agreement must be sent to the business unit compliance officer which will be forwarded onto the Securities Monitoring Unit for review and approval.  Such Discretionary Accounts are required to be reported, however duplicate statements and trade confirmations are not required to be reported.

 

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Index Options on a Broad Based Index(50)

 

Not Applicable

 

Not Applicable

 

Not Required

 

Not Applicable

Unit Investment Trusts and Open-End Mutual Funds, including Exchange Traded Funds (“ETF’s”)

 

Applies to ETF’s other than those listed on Exhibit 9.

Not Applicable for all other UIT’s and Open-end funds.

 

Applies to ETF’s other than those listed on Exhibit 9.

Not Applicable for all other UIT’s and Open-end funds.

 

Required for ETF’s other than those listed on Exhibit 9. (51)

Not required for all other UIT’s and Open-end funds.

 

Applies – See Section V.D.1.

Non-volitional Transactions and Dividend Reinvestment Plans

 

Not Applicable

 

Not Applicable

 

Not Required

 

Not Applicable

Automatic Investment/Withdrawal Programs and Automatic Rebalancing (52)

 

Not Applicable. However, applicable for transactions that override any pre-set schedule or allocation.

 

Not Applicable. However, applicable for transactions that override any pre-set schedule or allocation.

 

Not required - However, transactions that override any pre-set schedule or allocation must be precleared and reported to the Securities Monitoring Unit.

 

Not Applicable

 

 

J. 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. Forms to report such private securities transactions are available from your business unit compliance officer or the Securities Monitoring Unit.

 


(50) Any transactions in index options effected on a broad-based index as indicated in Exhibit 4 .

(51) Preclearance is required for closed-end funds.

(52) This includes purchases or sales of securities that are part of an automatic investment/withdrawal program or resulting from an automatic rebalancing. Transactions that override any pre-set schedule or allocation are subject to the blackout period and short swing profit rules and must be precleared and reported to the Securities Monitoring Unit.

 

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K. 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 their personal securities holdings. This report should include all holdings of private securities (e.g., limited partnership interests, private placements, etc.) and all holdings of proprietary and non-proprietary subadvised mutual funds. This includes those positions held in 401(k) Plans held at other companies, 529 Plans, variable insurance products and annuities, excluding money market funds and the Dryden Ultra Short Bond Fund. Security positions held in Discretionary Accounts, as defined in Section II.C.2. , are not required to be reported. Holdings Reports must include information that is current within the previous 45 days of becoming an Access Person or submitting the annual Holdings Report. (See Exhibit 5 for the Holdings Report Form.)

 

L. Service as a Director

 

Consistent with Prudential policy, Investment Personnel are prohibited from serving on the board 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.

 

M. 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.

 

N. Code Violations and Sanctions

 

Access Persons and Supervised Persons are required to promptly report any known violations of the Code or this Policy to the business unit chief compliance officer. Reported violations and other exceptions to this Policy detected through internal monitoring will be provided to the business unit Chief Compliance Officer or his/her designee and the Personal Securities Trading/Mutual Fund Code of Ethics Committee (“Committee”). The 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.

 

O. 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

 

34



 

minimum:

 

                  Certifies that the investment adviser/portfolio management unit has adopted procedures reasonably necessary to prevent its Access Persons from violating this policy;

 

                  Summarizes existing procedures concerning personal investing and any changes in the procedures made during the preceding year;

 

                  Identifies material violations of this policy and sanctions imposed in response to those violations; and

 

                  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.

 

P. Additional Trading Requirements for Access Persons of Global Portfolio Strategies Inc. (“GPSI”)

 

The following restrictions and requirements apply to all accounts in which GPSI Access Persons have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.4.

 

1. Initial Public Offerings

 

GPSI Access Persons must preclear purchases of initial public offerings of securities. For purposes of this policy, “initial public offerings of securities” do not include offerings of government or municipal securities. See Exhibit 8 for a copy of the preclearance request form.

 

2. Private Placements

 

GPSI Access Persons are prohibited from personally acquiring any securities in a private placement without express prior approval. Such approval must be obtained from the business unit compliance officer, based on a determination that no conflict of interest is involved. See Exhibit 8 for a copy of the preclearance request form.

 

3. Restricted Lists

 

GPSI Access Persons are restricted from purchasing or selling securities of the issuers on the GPSI Restricted List. This restriction applies to all accounts in which the associate is deemed to have a beneficial interest as listed above. GPSI Access Persons who hold GSPI Restricted List securities prior to the institution of this policy, becoming a GPSI Access Person or being placed on the GPSI Restricted List must obtain written approval from their business unit compliance officer prior to the sale of such securities.

 

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VI. TRADING RESTRICTIONS OF PRIVATE ASSET MANAGEMENT UNITS

 

A. Background

 

The Advisers Act governs activities of officers, directors and employees of registered investment advisers. These rules set forth specific requirements relating to conflicts of interest and personal securities trading activity.

 

Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics designed to prevent fraud by reinforcing fiduciary principles that govern the conduct of investment advisory firms and their personnel. In addition, the code must set forth specific requirements relating to personal trading activity including reporting transactions and holdings.

 

The code of ethics applies to all Supervised Persons of the adviser, including all “Access Persons” of the adviser. Under the rules, “Access Persons” are considered employees of the adviser who have access to client recommendations and trading activity. Based on this definition, Private-Side Associates (excluding employees of PMCC) would be considered “Access Persons” and be subject to the requirements of the rules due to their access to investment advisory client recommendations and trading activity. In addition, employees of Prudential Real Estate Fixed Income Investors (“PREFII”) are considered Supervised Persons under the rules.

 

The Investment Adviser Code of Ethics (“Code”), as adopted by Prudential’s registered investment advisers, includes the Personal Securities Trading Policy and the Statement of Policy Restricting Communication and the Use of Issuer-Related Information by Prudential Investment Associates (“Chinese Wall Policy”). Employees identified as Supervised Persons must comply with the Code, including this Policy. Compliance is responsible for notifying each individual who is subject to the Code. Sections II and VI of this Policy set forth the requirements that are intended to enable Private-Side Associates to comply with Rule 204A-1.

 

B. Conflicts of Interest

 

Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudential’s values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient. Management must make the Company’s ethical standards clear. At every level, associates must set the right example in their daily conduct. Moreover, associates are encouraged to understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.

 

All Private-Side Associates must act in accordance with the following general principles:

 

                  It is the duty at all times to place the interests of investment advisory clients and investment company shareholders first.

 

36



 

                  Private Side Associates should scrupulously avoid serving their own personal interests ahead of clients’ interests in any decision relating to their personal investments.

 

                  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.

 

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

 

                  Private-Side Associates may not take inappropriate advantage of their positions.

 

                  Private-Side Associates must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of clients, including, but not limited to the receipt of unusual investment opportunities, perquisites or gifts from persons doing or seeking business with their portfolios.

 

                  Private-Side Associates may not bunch a personal order with a client order.

 

                  Private-Side Associate may not conduct personal business with brokers who execute trades for their portfolios.

 

C. Requirements of Private-Side Associates

 

In addition to the personal securities trade reporting requirements set forth in Section II of this Policy, 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 Real Estate Investors (“PREI”), Global Real Estate Merchant Banking Group (“GREMBG”) and Prudential Mortgage Capital Company (“PMCC”). These individuals are referred to as Private-Side Associates throughout this Policy.

 

The following restrictions and requirements apply to all accounts in which Private-Side Associates have a direct or indirect beneficial interest, including accounts of household members as described in Section II.C.4.

 

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

 

                  Personal accounts;

 

                  Joint or tenant-in-common accounts in which the associate is a participant;

 

                  Accounts for which the associate acts as trustee, executor or custodian;

 

                  Accounts in which the associate’s spouse has a beneficial interest;

 

                  Accounts in which the associate’s minor children or any dependent family member has a beneficial interest;

 

                  Accounts over which the associate exercises control or has any investment discretion; and

 

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

 

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D. Private-Side Monitored List & Global 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. In addition, pursuant to a Chinese Wall Policy exception, GREMBG is required to maintain its own Global Private-Side Monitored List (“Global PSML”). All Private-Side Associates, with the exception of GREMBG employees, are restricted from purchasing or selling securities of the issuers on the PSML. Similarly, GREMBG employees are restricted from purchasing or selling securities of the issuers on the Global PSML. These restrictions apply to all accounts in which the associate is deemed to have a beneficial interest as listed above.

 

Associates should not, however, provide the PSML or the Global 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 of an issuer on the PSML or the Global PSML.

 

If an issuer of a security is on the PSML or the Global PSML, respectively, 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 (as defined in Section II.C.2. ), the preceding rule does not apply and the associate must not discuss any security or issuer with the broker or investment adviser in advance of any trade. In addition, a copy of the signed Discretionary Account agreement must be sent to the Securities Monitoring Unit for review and approval.

 

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.

 

E. Investment Clubs

 

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

 

F. Mutual Fund Reporting and Trading Restrictions

 

Private-Side Associates are prohibited from market timing any proprietary mutual funds, as well as non-proprietary funds subadvised by Prudential, and must comply with any trading restrictions established by Prudential and its clients to prevent market timing of these funds.

 

To deter the market timing in proprietary and non-proprietary funds subadvised by

 

38



 

Prudential, certain officers of PIM are required to hold any proprietary or non-proprietary subadvised mutual funds for a period of 90 days.(53) Private-Side Associates are also required to report mutual fund transactions covered under this policy as described below.

 

1. Mutual Fund Holding Period

 

Certain officers of PIM are required to hold proprietary and non-proprietary subadvised mutual funds, excluding money market funds or the Dryden Ultra Short Bond Fund, purchased for a period of 90 days.(54) Proprietary funds include JennisonDryden, Strategic Partners, Target, and American Skandia Advisor Funds (“American Skandia Funds”). Non-proprietary subadvised funds are defined in Exhibit 7 . Specifically, affected officers are prohibited from executing a purchase and a sale of the same proprietary or non-proprietary subadvised mutual fund during any 90-day period.(55) This restriction applies to accounts for these officers have a direct or indirect beneficial interest, including household members. See Section II.C.4. Profits realized on such transactions must be disgorged to the applicable mutual fund or client, or as otherwise deemed appropriate by the Personal Securities Trading/Mutual Fund Code of Ethics Committee (“Committee”).(56),(57)

 

2. Policies Relating to Reporting and Trading Mutual Funds

 

Private-Side Associates are required to report all transactions of proprietary and non-proprietary subadvised mutual funds. This requirement applies to accounts for which Private-Side Associates have a direct or indirect beneficial interest, including household members. See Section II.C.4.

 

Private-Side Associates may hold and trade proprietary and non-proprietary subadvised mutual funds only through one of the authorized broker-dealers, directly with Prudential Mutual Fund Services (“PMFS”), or the Prudential Employee Savings Plan (“PESP”).(58) However, non-proprietary subadvised funds may be traded directly with the fund provided that duplicate account statements and trade confirmations are sent directly to the Securities Monitoring Unit. For non-proprietary subadvised funds, Private-Side Associates must notify fund complexes within 10 business days of receipt of this policy requesting that duplicate statements and confirmations be forwarded to the Securities

 


(53) Public-Side Investment Personnel and other individuals who are specifically notified are also subject to the 90-day mutual fund holding period.

(54) These officers will be identified by the President of PIM in consultation with the PIM Chief Compliance Officer. The PIM Chief Compliance Officer will be responsible for maintaining the list and submitting any changes to the Securities Monitoring Unit of the Compliance Department.

(55) For the Prudential Employee Savings Plan, only exchanges of proprietary and non-proprietary subadvised funds are subject to the 90-day holding period. Purchases due to automatic payroll deductions and company match and automatic rebalancing transactions are exempt from this requirement.

(56) The Committee evaluates violations of the Policy and determines appropriate disciplinary action.

(57) Discipline and sanctions relating to violations occurring in the Prudential Employee Savings Plan or the Jennison Savings or

(58) Pension Plans will be determined separately by the Personal Securities Trading/Mutual Fund Code of Ethics Committee.

Mutual fund transactions executed through PMFS and PESP will be sent to the Securities Monitoring Unit through a daily electronic trading feed.

 

39



 

Monitoring Unit. Investment elections or transactions executed in the executive deferred compensation plans are not subject to this requirement.(59)

 

Private-Side Associates must notify the Securities Monitoring Unit of any mutual fund accounts. This also includes accounts of all household members, 401(k) Plans held at other companies, 529 Plans, variable insurance products and annuities held directly with the fund or through another company or service provider for all proprietary and non-proprietary subadvised mutual funds.(60) In addition, Private-Side Associates must contact these funds to request that duplicate statements and confirmations of mutual fund trading activity be sent to the Securities Monitoring Unit. A sample letter to a brokerage firm is provided as Exhibit 1 to this Policy.

 

G. Personal Securities Holdings

 

Within ten days of becoming a Private-Side Associate, and thereafter on an annual basis, Private-Side Associates (other than disinterested directors/trustees) must disclose their personal securities holdings. This report should include all holdings of private securities (e.g., limited partnership interests, private placements, etc.) and all holdings of proprietary and non-proprietary subadvised mutual funds. This includes those positions held in 401(k) Plans at other companies, 529 Plans, variable insurance products and annuities, excluding money market funds and the Dryden Ultra Short Bond Fund. Security positions held in Discretionary Accounts, as defined in Section II.C.2. , are not required to be reported. Holdings Reports must include information that is current within the previous 45 days of becoming an Access Person or submitting the annual Holdings Report. (See Exhibit 5 for the Holdings Report Form.)

 

H. Private Placements

 

Private-Side Associates are prohibited from personally acquiring any securities in a private placement without express prior approval. Such approval must be obtained from the business unit compliance officer (such person having no personal interest in such purchases or sales), who may consult with the local business unit head when reviewing the request. Approval will be granted based on a determination that no conflict of interest is involved. See Exhibit 8 for a copy of the preclearance request form.

 


(59)     Prudential’s deferred compensation plans (including The Prudential Insurance Company of America Deferred Compensation Plan) are not susceptible to market timing due to the fact that the plans only permit one transaction per month. Therefore, transactions in these plans are exempt from both the 90-day holding period and reporting requirements.

(60)     Certain exceptions may be granted for the proprietary and non-proprietary mutual fund reporting and holding requirements where funds are held in 401(k) and 529 Plans and variable insurance and annuity products held through companies other than Prudential, the fund transfer agent or one of the authorized broker-dealers.  Access and Investment Persons should contact their local compliance officer to disclose these accounts and request an exception.

 

40



 

I. Initial Public Offerings

 

Private-Side Associates must preclear all purchases of initial public offerings of securities. For purposes of this policy, “initial public offerings of securities” do not include offerings of government or municipal securities. See Exhibit 8 for a copy of the preclearance request form.

 

J. 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, PMCC and GREMBG who are located in the U.S. (and functional associates who are co-located with these units) are prohibited from purchasing interests in publicly-traded real estate investment trusts (“REITs”) and real estate-related securities.

 

PIM Compliance maintains a list of real estate security issuers in the PIM Compliance Library, accessible via Lotus Notes. Please note however, that this prohibition applies to all REITs and real estate-related securities, whether they are on the list or not.

 

Associates who hold REIT securities or real estate securities prior to the institution of this policy or joining PREI, PMCC or GREMBG 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). In addition, PCG employees who have access to information about investment advisory client transactions and holdings involving public securities are prohibited from trading the securities of those publicly traded issuers.

 

PIM Compliance maintains the PCG 90-day Pricing list in the PIM Compliance Library, accessible via Lotus Notes.

 

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VII. POLICY FOR PRUDENTIAL EQUITY GROUP LLC

 

A. Associated Persons’ Securities Accounts

 

1. Trade Monitoring at PEG

 

In addition to the requirements of ITSFEA and the NASD Conduct Rules, PEG is required by New York Stock Exchange rules to review transactions in all accounts of its associated persons and their family members. To ensure compliance with these requirements, PEG associates are prohibited from opening or maintaining any “employee account or employee-related account,” as defined below, at a firm other than the following authorized broker-dealers: Wachovia Securities, Charles Schwab, E*Trade and Fidelity Investments. (Note: Monitored employees of other Prudential business groups may also open accounts with Pruco Securities and Merrill Lynch. These options are not available to PEG associates.) Prudential has arranged to obtain electronic feeds of all trading data in accounts with the authorized firms. In addition, paper monthly statements must also be submitted to PEG Compliance.

 

Exceptions to this policy will be granted only in unusual circumstances. Any exception to this policy requires the prior written approval of the associate’s supervisor and the PEG Compliance Department. In those cases where accounts are approved to be held at an unauthorized firm, the Compliance Department will make arrangements to have duplicate copies of all confirmations and monthly statements sent to the associate’s supervisor and the Compliance Department. Exceptions may be granted for “employee-related accounts” in rare circumstances where the employee can demonstrate that he or she has no financial interest in such account.

 

B. Definition of “Employee Account” and “Employee Related 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 associates have investment discretion – Note: PEG trading personnel are not permitted to exercise discretion over client accounts); and

 

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

 

“Employee-related accounts” include the following securities and/or commodities 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

 

42



 

contributes.

 

C. Investment Clubs

 

PEG sales, trading, research and/or investment associates are not permitted to participate in Investment Clubs. Other associates must contact the PEG Compliance Department if they wish to participate in an Investment Club. An Investment Club account will be considered an Employee Account for purposes of this Policy and must be maintained at one of the authorized broker-dealers.

 

D. Personal Trading Restrictions

 

1. Purchases of Public Equity Offerings

 

All PEG associates must comply with NASD Rule 2790 as set forth in Section IV.B of this Policy. This includes a prohibition on purchasing new equity offerings directly from a syndicate member.

 

2. Private Securities Transactions

 

In accordance with NASD Rule 3040, all associates of PEG must notify the PEG Compliance Department, 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.

 

3. Annual Compliance Training

 

The NASD/NYSE Joint Memorandum on Chinese Wall Policies and Procedures (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, PEG covers insider trading issues with applicable associates as part of its annual training program.

 

4. 24 - Hour Research Report Restriction

 

PEG associates are prohibited from effecting transactions in a company’s securities when PEG initiates coverage of the company, or upgrades or downgrades a research opinion or recommendation. This prohibition generally applies for a 24-hour period after the release of the research. If the investing public has had time to receive and react to the release of the research report, the 24-hour restriction may be shortened by the Compliance Department. The 24-hour rule becomes effective when the research is issued.

 

PEG associates are also prohibited from engaging in transactions in a security when the associate knows that a research report relating to the security is in preparation.

 

Securities subject to the 24-hour rule appear on PEG’s Restricted List. Although only the

 

43



 

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.

 

E. Restricted List

 

PEG’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 that are subject to the 24-hour rule are placed on the Restricted List. Employees may not purchase or sell securities for their personal 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.

 

F. Additional Trading Restrictions for Certain PEG Departments

 

1. Trading Restrictions

 

a. Research Department

 

Personal trading by Research Analysts is subject to the requirements and restrictions set forth in the Equity Research Manual available on the Compliance page of the Capital Markets Intranet site. http://psibranch.cs.prusec.com/complian/capital.htm. All questions should be referred to the PEG Compliance Department.

 

b. Trading Department

 

Trading Department associates must preclear trades of all equity securities.

 

For securities over which the Trading Department 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 30 calendar days or purchase any such security that (s)he had sold within the prior 30 calendar days. Under very limited circumstances, exceptions to this 30-day holding period may be granted by obtaining prior written approval from the Compliance Department.

 

2. Preclearance Procedures

 

All requests for preclearance must be submitted to the Business Unit head and PEG Compliance for approval. All approved orders must be executed by the close of business on the day preclearance is granted.

 

EXHIBITS

 

Exhibit 1 – Sample Letter to Brokerage Firm

 

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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, exchange traded funds 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.

Compliance Department

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

Compliance Department

 

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Exhibit 2a – Acknowledgment of the Personal Securities Trading Policy - US

 

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.

Compliance Department

P.O. Box 919

Newark, NJ  07101-9998

 

I have read and understand the Personal Securities Trading Policy and have and will continue to 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 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 for accounts maintained at Charles Schwab, E*Trade, Merrill Lynch, Fidelity Investments, Pruco Securities, Wachovia Securities or Computershare (formerly EquiServe), as well as Discretionary Accounts as defined in Section II.C.2., 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.

 


** Due to applicable laws, employees located in Japan are not required to disclose or report information regarding accounts for which a spouse, dependent family member and/or minor child has a beneficial interest.

 

Set forth below (and on accompanying pages if necessary) is a list of all such accounts (including my Discretionary Accounts and accounts held at Charles Schwab, E*Trade, Merrill Lynch, Fidelity Investments, Pruco Securities, Wachovia Securities and Computershare (formerly EquiServe)) indicating 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 the Compliance Department of any change in this information or changes to my previously reported Discretionary Account agreements or circumstances surrounding these Discretionary Accounts and that I cannot influence or control trades in Discretionary Accounts. I understand that if I have been classified as a Covered or Access Person that in the event circumstances change for an account for which I have been granted an exception to maintain at a non-authorized

 

46



 

brokerage firm, I must notify the Compliance Department immediately and request that the account be reviewed in light of the changed circumstances.

 

 

 

 

Full Name of Employee

 

Business Unit/Location

 

 

 

 

 

 

Signature

 

Date

 

 

 

 

 

 

Social Security Number of Employee

 

 

 

List of all Accounts

 

Name of Individual

 

Social Security Number

 

Name of Institution

 

Account Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 2b - Acknowledgment of the Personal Securities Trading Policy - International

 

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

 

I confirm that, where applicable, I have instructed in writing all brokers for all securities accounts in which I maintain a beneficial interest, as described below, to send duplicate copies of all confirmations covering any transactions as trades are effected and all account statements to the address listed below. I confirm that in cases where the broker cannot forward account information to Prudential that I will provide copies of all confirmations and account statements to Prudential in a timely manner.

 

Prudential Financial, Inc.

Compliance Department

P.O. Box 919

Newark, NJ  07101-9998

USA

 

I understand that for accounts maintained at Charles Schwab, E*Trade, Merrill Lynch, Fidelity Investments, Pruco Securities, Wachovia Securities or Computershare (formerly EquiServe), as well as Discretionary Accounts as defined in Section II.C.2., 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.

 


** Due to applicable laws, employees located in Japan are not required to disclose or report information regarding accounts for which a spouse, dependent family member and/or minor child has a beneficial interest.

 

Set forth below (and on accompanying pages if necessary) is a list of all such accounts (including my Discretionary Accounts and accounts held at Charles Schwab, E*Trade, Merrill Lynch, Fidelity Investments, Pruco Securities, Wachovia Securities and Computershare (formerly EquiServe)) indicating the individual holding the account, the social security number of that individual (if applicable), the name of the institution, and the account number. I understand that I must promptly advise the Compliance Department of any change in this information or changes to my previously reported Discretionary Account agreements or circumstances surrounding my Discretionary Accounts and that I cannot influence or control trades in Discretionary Accounts. I understand that if I have been classified as a Covered or Access Person that in the event circumstances change for an account for which I have been granted an exception to maintain at a non-authorized

 

48



 

brokerage firm, I must notify the Compliance Department immediately and request that the account be reviewed in light of the changed circumstances.

 

 

 

 

Full Name of Employee

 

Business Unit/Location

 

 

 

 

 

 

Signature

 

Date

 

 

 

 

 

 

Social Security Number of Employee

 

 

 

List of all Accounts

 

Name of Individual

 

Social Security Number

 

Name of Institution

 

Account Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 3 – Compliance and Reporting of Personal Transactions

 

Investment
Category/
Method

 

Sub-Category

 

Reportable
(Yes/No)

 

Requires Pre-
clearance for
Access and
Investment
Personnel (61)

 

Comments

Bonds

 

ABS
Agency
CMO’s
Convertibles
Corporates
MBS
Municipals
Public Offerings
Treasury Bills, Notes, Bonds

 

Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No

 

Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No

 

 

 

 

 

 

 

 

 

 

 

Stocks
(Purchases and sales of Individual Stocks)

 

Common
Optional Dividend Reinvestments
Preferred
Public Offerings (Initial & Secondary)
Rights
Warrants
Automatic Dividend Reinvestments

 

Yes
Yes
Yes
Yes
Yes
Yes
No

 

Yes
Yes
Yes
Yes
Yes
Yes
No

 

Private-Side Associates must preclear initial public offerings of securities, see Section VI.I.

 

 

 

 

 

 

 

 

 

Private Placements including Limited Partnerships

 

 

 

Yes

 

Yes

 

Private-Side Associates must preclear private placement transactions, see Section VI.H.

 

 

 

 

 

 

 

 

 

Open End Mutual
Funds

 

Proprietary
Non Proprietary
Prudential Financial, Inc. Common Stock Fund

 

No
No
Yes

 

See rules below for Access and Investment Persons. Designated Persons must preclear all transactions in Prudential securities.

 

Transactions of the Prudential Financial, Inc. Common Stock Fund executed in the PESP plan are fed electronically to SMARTS.

 

 

 

 

 

 

 

 

 

Open End Mutual
Funds – For Investment Personnel, Access Persons and Private-Side Associates

 

Exchange Traded Funds
Proprietary Non-Money Market
Non-proprietary subadvised Non-Money Market
Proprietary and Non-Proprietary Off-Shore Funds
Money Market Funds
Non Affiliated

 

Yes
Yes
Yes

Yes

No
No

 

Yes, see Comments
No
No
No
No
No

 

ETF’s registered as open end mutual funds must be precleared, except as noted in Exhibit 9. Proprietary Funds include JennisonDryden, Strategic Partners, Target, and American Skandia Advisor funds. A list of non-proprietary subadvised funds

 


(61) Designated Persons must preclear transactions in Prudential securities, See Section III.B.5. for more details.

 

50



 

 

 

 

 

 

 

 

 

can be found in Exhibit 7.

 

 

 

 

 

 

 

 

 

Closed End Funds &
Unit Investments Trusts

 

Affiliated Funds
Affiliated Unit Investment Trusts
Non-Affiliated Funds
Non-Affiliated Unit Inv. Trusts

 

Yes
Yes
Yes
Yes

 

Yes
No, see Comments
Yes
No, see Comments

 

ETF’s registered as unit investment trusts must be precleared, except as noted in Exhibit 9.

 

 

 

 

 

 

 

 

 

Derivatives

 

Any Exchange Traded, NASDAQ,
or OTC Option or Future Including
But not Limited To:
Security Futures/Single Stock Futures
All other Futures (Including Financial Futures)
Options on Foreign Currency
Options on Futures
Options on Indexes
Options on Securities

 




Yes
No

Yes
Yes
Yes
Yes

 




Yes, see Comments
No, see Comments

Yes
Yes
Yes, see Comments
Yes

 

Options on indexes must be precleared except as noted in Exhibit 4.

PAMCO NFA Associated Persons must preclear all futures transactions as per the PAMCO Compliance Manual.

 

 

 

 

 

 

 

 

 

Foreign Currency

 

 

 

No

 

No

 

Exchanges made for personal travel are not reportable.

 

 

 

 

 

 

 

 

 

Commodities

 

Other Commodities

 

No

 

No

 

 

 

 

 

 

 

 

 

 

 

Annuities & Life
Insurance Contracts
w/Investment
Components (e.g.
Variable Life)

 

Affiliated
Non Affiliated

 

Yes**
Yes**

 

No
No

 

** Investment Personnel, Access Persons and Private-Side Associates must report transactions of both affiliated and non-affiliated variable life and annuities contracts where the underlying investment components invest in proprietary and/or subadvised non-proprietary mutual funds. In addition, any underlying sub-account transactions are also reportable.

 

 

 

 

 

 

 

 

 

Stock or Option Bonus Awards

Prudential Employees

 



Shares or Options received as part of Compensation

Receipt of grant, including Options,
Restricted Stock (“RS”),
Restricted Stock Units (“RSU’s”)
or Performance Shares (“PS”)

Exercise of Employee Stock
Options

Sale of RS, RSU’s or PS

 





Yes, see Comments


Yes, see Comments
Yes, see Comments

 





No



Yes

Yes


 


Prudential employee stock or option bonus awards and subsequent transactions (i.e., option exercises and sales of RS, RSU’s and PS) are electronically reported to the Securities Monitoring Unit.

 

51



 

(Non-Pru Employee/
Household Member)

 

Options received as part of
Compensation

Shares received as part of
Compensation

 

Exercise of Employee Stock Options
Sale of Stock Received

 

No

Yes


Yes
Yes

 

No

No


Yes
Yes

 

For Non-employee option bonus awards, the receipt is not reportable. However, the receipt of a stock award is reportable. The sale of stock or the exercise of an option is a reportable event.

 

 

 

 

 

 

 

 

 

Gifts

Prudential securities


All other gifts

 



Gifts given and received

Given by Employee - Bonds and/or Stock
Received by Employee - Bonds and/or Stock

 



Yes

Yes

No

 



Yes

Yes

No

 

For non-Prudential securities, a gift given to a charity is reportable, 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.

 

52



 

Exhibit 4 – Index Options On a Broad-Based Index that are Exempt from Preclearance

 

TICKER SYMBOL

 

DESCRIPTION

DJX

 

Dow Jones Industrial (30) Average

GTC

 

GSTI (Goldman Sachs 178 Technology Companies)

MID

 

S&P Midcap 400 Open/Euro Index

MNX

 

CBOE Mini-NDX (1 tenth value of NDX Index)

NFT

 

MSCI Multinational Company Index (50 US Stocks)

NIK

 

Nikkei 300 Index CI/Euro

OEX

 

S&P 100 Close/Amer Index

RAG

 

Russell 3000 Growth

RAV

 

Russell 3000 Value

RDG

 

Russell MidCap Growth

RLG

 

Russell 1000 Growth

RLV

 

Russell 1000 Value

RMC

 

Russell MidCap

RMV

 

Russell Midcap Value

RUA

 

Russell 3000

RUI

 

Russell 1000 Index

RUJ

 

Russell 2000 Value

RUO

 

Russell 2000 Growth

RUT

 

Russell 2000 Open/Euro Index

SML

 

S&P Small Cap 600

SPL

 

S&P 500 Long-Term Close

SPX

 

S&P 500 Open/Euro Index

TXX

 

CBOE Technology Index (30 Stocks)

VRU

 

Russell 2000 Long-Term Index

XEO

 

S&P 100 Euro Style

ZRU

 

Russell 2000 L-T Open./Euro

 

53



 

Exhibit 5 – Personal Securities Holdings Report

 

 

 

 

Reviewed by:

 

 

Initials:

 

 

Date:

 

 

Personal Securities Holdings Report

 

To:

 

Jennifer Brown,

 

 

Securities Monitoring Unit

 

 

Compliance Department

 

From:

 

 

 

 

SS#:

 

 

 

 

 

 

 

Department:

 

 

 

 

Division:

 

 

 

 

 

 

 

 

Signed:

 

 

 

 

 

 

 

Date:

 

 

 

 

 

 

 

Listed below are all securities that I held, including those in which I had a direct or indirect beneficial interest, as of a date within the previous 45 days, as required by the Personal Securities Trading Policy and the Mutual Fund Code of Ethics.

 

Public Securities (including proprietary and non-proprietary subadvised mutual funds)

 

 

 

Number

 

Mkt Value/

 

Broker-Dealer

 

Account

 

 

 

Title of Security

 

Of Shares

 

Principal Amt

 

or Institution

 

Number

 

Ticker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private Securities (e.g., limited partnerships, private placements).

 

 

 

Number

 

Mkt Value/

 

Broker-Dealer

 

Account

 

Title of Security

 

Of Shares

 

Principal Amt

 

or Institution

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54



 

Exhibit 6 — Section 16 Insiders and Designated Persons Preclearance Request Form

 

This form is for preclearing transactions in Prudential securities. Please include all requested information. An associate from the Securities Monitoring Unit of the Compliance Department will review and respond to this request. The response will indicate that your request has either been approved or denied. A request is not considered approved until you receive a confirmation of approval from the Securities Monitoring Unit. Preclearance is only valid until the close of the market on the day approval is granted. Preclearance Forms should be faxed to the Securities Monitoring Unit at (973) 802-7454.

 

Part I – Information on Individual Requesting Preclearance:

 

Name:

 

 

Phone #:

 

 

Fax #:

 

 

 

 

 

Department:

 

 

 

Division:

 

 

 

In making this transaction, I understand it is my personal obligation under federal securities law not to trade securities of Prudential Financial, Inc. while in possession of material nonpublic information about the Company. This obligation continues during open trading windows and even where I have had a trade precleared.

 

 

 

 

[Employee’s

 

Signature]

 

If you have any questions, please contact Richard Baker from the Securities Monitoring Unit at (973) 802-6691.

 

Part II - Transaction Information:

 

Date:  

 

 

 

Number of Shares/Options:

 

 

 

Transaction Type:

 

Open Market Transactions

             Buy

             Sell*

Stock Option Exercises

             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)

PESP Transactions

            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)

Other Benefit Plan Elections

            Deferred Compensation Elections (impacting Company Stock Fund)

            MasterShare Elections (impacting Company Stock Fund)

 

55



 

Asset Type:

 

 

 Common Stock

 

 

 Employee Stock Option

 

 

 Company Stock Fund

 


* Do you currently hold securities to cover this transaction?               (Note that this question applies to all sales due to the fact that short sales are prohibited.)

 

Account in which transaction will take place:

Brokerage

Firm

 

 

 

Account No.  

 

 

 

 

 

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, the Securities Monitoring Unit may contact you for additional information.                         

 

Comments:

 

 

Part IV – Compliance/Law Response

 

Compliance Response:

 

  APPROVED :

 

 

DENIED:

 

  REVIEWER:

 

 

DATE/TIME:

 

 

 

 

 

 

Law Response (for Section 16 Insiders Only): APPROVED :

 

  DENIED:

 

  REVIEWER :

 

DATE/TIME:

 

 

 

56



 

Exhibit 7 — Non Proprietary Subadvised Mutual Funds

 

PIM Subadvised Funds

 

SEI Global Master Fund PLC (SGMF) – SEI Global Developed Markets Fund (Ireland)

SEI Global Master Fund PLC (SGMF) – SEI U.S. Large Companies Fund

SEI Institutional International Trust (SIT) – International Equity Fund

SEI Institutional Investments Trust (SIIT) – Disciplined Equity Fund

SEI Institutional Investments Trust (SIIT) – International Equity Fund

SEI Institutional Investments Trust (SIIT) – Large Cap Fund

SEI Institutional Investments Trust (SIIT) – World Equity Ex US Fund

SEI Institutional Managed Trust (SIMT) – Large Cap Growth Fund

SEI Institutional Managed Trust (SIMT) – Large Cap Diversified Alpha Fund

SEI Investments Canada Company (SIGF): SEI Investments U.S. Equity Large Cap Company Fund (3044)

 

Jennison Subadvised Funds

 

AEGON/Transamerica Series Fund, Inc. – Jennison Growth

Allmerica Investment Trust – Select Growth Fund

Dreyfus Variable Investment Fund – Special Value Portfolio

Harbor Capital Appreciation Fund

Harbor Capital Appreciation Ret

Harbor Capital Appreciation Inv

The Hartford Select Small Cap Growth Fund

The Hirtle Callaghan Trust - The Growth Equity Portfolio

Jennison Conservative Growth Fund

John Hancock Trust- Capital Appreciation Trust

John Hancock Trust- Series II

John Hancock Fds II Capital App

The MainStay Funds - MainStay MAP Fund

Mainstay MAP FD Cl A

Mainstay MAP FD Cl B

Mainstay MAP FD Cl C

Metropolitan Series Fund, Inc. – Jennison Growth Portfolio

Ohio National Fund, Inc. – Capital Appreciation Portfolio

Pacific Select Fund – Health Sciences Portfolio

Preferred Large Cap Growth

The Preferred Group of Mutual Funds - Preferred Large Cap Growth Fund

Transamerica IDEX Mutual Funds – TA IDEX Jennison Growth

Transamerica IDEX Jennison Growth Class A

Transamerica IDEX Jennison Growth Class B

Transamerica IDEX Jennison Growth Class C

USAllianz Variable Insurance Products Trust – USAX Jennison 20/20 Focus Fund

USAllianz Variable Insurance Products Trust – USAX Jennison Growth Fund

 

57



 

Exhibit 8 – Initial Public Offering and Private Placement Preclearance Form for Access Persons and Private-Side Associates

 

This form is for preclearing transactions in Initial Public Offering (IPO’s) and Private Placements for Access Persons and Private-Side Associates. Please include all requested information and submit the form to your business unit compliance officer. Your business unit compliance officer will review and respond to this request. The response will indicate that your request has either been approved or denied. A request is not considered approved until you receive a confirmation of approval from your business unit compliance officer.

 

Part I – Information on Individual Requesting Preclearance:

 

Name:

 

  Phone #:

 

 

Fax #:

 

 

 

 

Department:

 

 

Division:

 

 

 

 

Employee’s signature:

 

 

 

 

Part II - Transaction Information:

 

Date:  

 

 

 

Number of Shares/Options:

 

 

 

Transaction Type:

 

            Initial Public Offering

 

            Private Placement/Limited Partnership (A copy of the subscription agreement must be submitted to the Securities Monitoring Unit of the Compliance Department).

 

Name of Issuer:

 

 

 

 

Account in which transaction will take place:

 

Brokerage Firm

 

 

 

Account No.  

 

 

 

Comments:

 

 

 

Part IV – Compliance/Law Response

 

Compliance Response:

 

APPROVED :

 

  DENIED:

 

  REVIEWER :

 

  DATE/TIME:

 

 

 

58



 

Exhibit 9 – Exchange Traded Funds that are Exempt from Preclearance

 

Name Of ETF

 

Symbol

 

Equity ETF’s

 

 

 

SPDR

 

SPY

 

Nasdaq 100

 

QQQQ

 

iShares Russell 2000

 

IWM

 

S&P MidCap 400

 

MDY

 

iShares MSCI Emerging Mkts

 

EEM

 

iShares MSCI EAFE

 

EFA

 

iShares Russell 2000 Value

 

IWN

 

iShares Russell 2000 Growth

 

IWO

 

iShares Russell 1000 Value

 

IWD

 

iShares Russell 2000 Growth

 

IWF

 

iShares Russell 1000

 

IWB

 

Vanguard Total Stk Mkt VIPERS

 

VTI

 

 

 

 

 

Fixed Income ETF’s

 

 

 

iShares Lehman 1-3 Yr Treasury

 

SHY

 

iShares Lehman 7-10 Yr Treasury

 

IEF

 

iShares Lehman 20+ Yr Treasury

 

TLT

 

iShares Lehman GS $InvesTop Corp

 

LQD

 

iShares Lehman Aggregate

 

AGG

 

iShares Lehman TIPS

 

TIP

 

 

59



 

INVESTMENT ADVISER CODE OF ETHICS

 

INTRODUCTION

 

Rule 204A-1 under the Advisers Act requires each federally registered investment adviser to adopt a written code of ethics (the “Code”) designed to prevent fraud by reinforcing the principles that govern the conduct of investment advisory firms and their personnel. In addition, the Code must set forth specific requirements relating to personal securities trading activity including reporting transactions and holdings.

 

Generally, the Code applies to directors, officers and employees acting in an investment advisory capacity who are known as Supervised Persons and in some cases, also as Access Persons, of the adviser. Supervised Persons covered by more than one code of ethics meeting the requirements of Rule 204A-1 will be subject to the code of the primary entity with which the Supervised Persons is associated.

 

Employees identified as Supervised and Access Persons must comply with the Code. Compliance is responsible for notifying each individual who is subject to the Code. Supervised Persons must be provided and must acknowledge receipt of this Code and any amendments to the Code. They must also comply with the federal securities laws.

 

GENERAL ETHICAL STANDARDS

 

Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudential’s values. It also requires nurturing a business culture that supports decisions and actions based on what is right, not simply what is expedient.

 

It is the responsibility of management to make the Company’s ethical standards clear. At every level, associates must set the right example in their daily conduct. Prudential expects associates to be honest and forthright and to use good judgment. We expect them to deal fairly with customers, suppliers, competitors, and one another. We expect them to avoid taking unfair advantage of others through manipulation, concealment, abuse of confidential information or misrepresentation. Moreover, associates are encouraged to understand the expectations of the Company and apply these guidelines to analogous situations or seek guidance if they have questions about conduct in given circumstances.

 

It is each associate’s responsibility to ensure that we:

 

      Nurture a company culture that is highly moral and make decisions based on what is right.

      Build lasting customer relationships by offering only those products and services that are appropriate to customers’ needs and provide fair value.

      Create an environment where associates conduct themselves with courage, integrity, honesty and fair dealing.

      Ensure no individual’s personal success or business group’s bottom line is more important than preserving the name and goodwill of Prudential.

      Regularly monitor and work to improve our ethical work environment.

 

Because Ethics is not a science, there may be gray areas. We encourage individuals to ask for help in making the right decisions. Business Management, Business Ethics Officers, and our

 

60



 

Human Resources, Law and Compliance and Enterprise Ethics professionals are all available for guidance at any time.

 

INVESTMENT ADVISER FIDUCIARY STANDARDS

 

Investment advisers frequently are fiduciaries for clients. Fiduciary status may exist under contract; common law; state law; or federal laws, such as the Investment Advisers Act of 1940, the Investment Company Act of 1940 and ERISA.

 

Whenever a Prudential adviser acts in a fiduciary capacity, it will endeavor to consistently put the client’s interest ahead of the firm’s. It will disclose actual and potential meaningful conflicts of interest. It will manage actual conflicts in accordance with applicable legal standards. If applicable legal standards do not permit management of a conflict, the adviser will avoid the conflict. Advisers will not engage in fraudulent, deceptive or manipulative conduct with respect to clients. Advisers will act with appropriate care, skill and diligence.

 

Advisory personnel are required to know when an adviser is acting as a fiduciary with respect to the work they are doing. If it is, they are expected to comply with all fiduciary standards applicable to the firm in performing their duties. In addition, they must also put the client’s interest ahead of their own personal interest. An employee’s fiduciary duty is a personal obligation. While advisory personnel may rely upon subordinates to perform many tasks that are part of their responsibilities, they are personally responsible for fiduciary obligations even if carried out through subordinates.

 

Employees should be aware that failure to adhere to the standards under this Code might lead to disciplinary action up to and including termination of employment.

 

REPORTING VIOLATIONS OF THE CODE

 

It is the responsibility of each Supervised Person and Access Person to promptly report any violations of this Code to his/her Chief Compliance Officer.

 

INCORPORATED POLICIES

 

In addition to this document the following policies are also considered part of this Code:

 

      Statement of Policy Restricting Communication and the Use of Issuer-Related Information By Prudential Investment Associates (“Chinese Wall Policy”). It is each Supervised and Access Person’s responsibility to know whether their investment management unit is subject to the information barrier restrictions under the Chinese Wall Policy.

      Personal Securities Trading Policy

      Section I – Prudential’s Policy Statement on Insider Trading

      Section II – Securities Trade Monitored for Covered and Access Persons

      Section IV – Trading Restrictions for Employees of Broker-Dealers

      Section V – Trading Restrictions for Portfolio Management and Trading Units and Registered Investment Advisers

      Section VI – Trading Restrictions for Private Asset Management Units

 

61



 

ADDITIONAL RESOURCES

 

Although not part of the Code, the Company’s ethics policy, Making the Right Choices, applies to all Prudential employees, including those affiliated with an investment adviser. In addition to the Code, employees in the investment advisory business are also subject to all applicable compliance manuals, policies and procedures.

 

If you have any questions as to your requirements under the Code or as to which registered investment adviser(s) you are affiliated with, you should contact your business unit compliance officer.

 

62



 

STATEMENT OF POLICY RESTRICTING COMMUNICATION AND USE

OF ISSUER-RELATED INFORMATION BY PRUDENTIAL INVESTMENT ASSOCIATES

 

INTRODUCTION

 

Prudential’s Ethics Policy requires Prudential associates to conduct every aspect of our business in a fair, lawful and ethical manner and to maintain the confidentiality of confidential or proprietary information obtained in the course of their employment, including information with respect to the financial condition and business activity of any enterprise with which Prudential is doing business. The Federal securities laws prohibit Prudential and Prudential associates from trading securities on the basis of material non-public information and require Prudential to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of its business, to prevent the misuse of material non-public information by Prudential or any Prudential associate. This Statement of Policy, which replaces the “Policy Statement Concerning Handling of Non-Public Investment Information” originally adopted in 1988, is designed to ensure that Prudential’s investment operations comply with these requirements.

 

The Statement of Policy establishes a “Chinese Wall” between Prudential investment units engaged in private fixed-income, equity and real estate investing (which often acquire non-public information) and Prudential investment units engaged in the management of portfolios of publicly traded securities. It prohibits, without the prior approval of compliance officers, the communication by employees assigned to “private-side” units to employees assigned to “public-side” units (and to employees assigned to Prudential Securities business units that engage in trading, sales and research activities) of any information with respect to identified issuers as to which the private-side units possess material non-public information. It also prohibits communication by employees assigned to “public-side” units with employees assigned to “private-side” units (and with employees assigned to Prudential Securities business units that engage in investment banking and merchant banking activities) for the purpose of eliciting material non-public information with respect to issuers of publicly traded securities. The Statement of Policy also establishes access restrictions, compliance monitoring procedures and training and confirmation procedures that are designed to ensure compliance with the communication restrictions.

 

All employees assigned to Prudential investment units are expected to become familiar with and to comply with the Statement of Policy. All such employees will be required to sign an annual statement confirming their understanding of and compliance with the Statement of Policy. Violations of the Statement of Policy will be considered serious matters and may lead to serious disciplinary actions, including termination of employment in appropriate cases.

 

Any questions with respect to the Statement of Policy should be referred to compliance officers or the Law Department.

 

63



 

1.              COMMUNICATION RESTRICTIONS

 

A.             Restricted Communications by Private-Side Associates . Without the prior written approval of Compliance Officers, Private-Side Associates shall not communicate to Public-Side Associates or PSI Marketing-Side Associates any information (whether or not material or non-public) with respect to (i) an identified issuer whose name appears on the Private-Side Monitored List or (ii) any other identified issuer of publicly traded securities with respect to which the Private-Side Associate possesses material non-public information. This restriction applies to both oral and written communication, including communication through electronic media.

 

B.             Restricted Communications by Public-Side Associates . Public-Side Associates shall not communicate with Private-Side Associates or PSI Banking-Side Associates for the purpose of (i) eliciting material non-public information with respect to issuers of publicly traded securities, (ii) determining whether particular Private-Side Associates or PSI Banking-Side Associates possess material non-public information with respect to particular issuers of publicly traded securities or (iii) determining whether the names of particular issuers of publicly traded securities appear on the Private-Side Monitored List. This restriction applies to both oral and written communication, including communication through electronic media. In the event that a Public-Side Associate directs to a Private-Side Associate an inquiry with respect to (x) an issuer whose name appears on the Private-Side Monitored List or (y) any other issuer of publicly traded securities with respect to which the Private-Side Associate possesses material non-public information, the Private-Side Associate may offer to provide publicly available information but shall not communicate any other information with respect to such issuer and shall not disclose that the issuer’s name appears on the Private-Side Monitored List or that the Private-Side Associate possesses material non-public information with respect to such issuer.

 

C.             Materiality Guidelines . Corporate Compliance, in consultation with the Law Department, shall establish and maintain guidelines with respect to the materiality of non-public issuer-related information of the types commonly possessed by Prudential Investment Associates. The materiality guidelines, and any modifications thereof approved by Corporate Compliance, shall be communicated in writing to all Prudential Investment Associates. All determinations of the materiality of non-public issuer-related information for purposes of paragraphs 1A, 1B, 3A and 3B and for all other purposes of this Statement of Policy shall be consistent with the materiality guidelines, except in cases where Compliance Officers, in consultation with the Law Department, determine in writing that the materiality guidelines should not apply. Any questions that Prudential Investment Associates may have with respect to the materiality of particular non-public

 

64



 

information should be referred to Compliance Officers (who may make determinations in consultation with the Law Department) or directly to the Law Department.

 

D.             Issuer Identification . For purposes of paragraph 1A and for all other purposes of this Statement of Policy, an issuer shall be deemed to be “identified” in relation to information where the information includes either the issuer’s identity or other facts from which a knowledgeable investment analyst could infer the issuer’s identity.

 

E.              Approved Communications . Compliance Officers shall make their approval of communications otherwise prohibited under paragraph 1A subject to such conditions as they may deem appropriate to ensure that Private-Side Associates will not communicate to Public-Side Associates or PSI Marketing-Side Associates any material non-public information with respect to identified issuers of publicly traded securities. Examples of conditions that may be deemed appropriate on a case-by-case basis include monitoring of oral communications by Compliance Officers or Prudential investment lawyers, recording of oral communications for subsequent monitoring, limitations on the subjects to be addressed in oral communications, pre-clearance of written communications, and the use of code names in oral and written communications.

 

F.              Confidentiality Agreements . This Statement of Policy does not affect obligations under confidentiality agreements restricting the internal or external communication of issuer-related information by Prudential associates.

 

2.              ACCESS RESTRICTIONS

 

A.             Internal Meetings . Without the prior written approval of Corporate Compliance, Public-Side Associates shall not attend or participate in those parts of Board of Directors, Investment Committee, Financial Controls Council or other oversight meetings or teleconferences during which Private-Side Associates make presentations that are expected to include non-public information with respect to identified issuers of publicly traded securities.

 

B.             Records . Without the prior written approval of Corporate Compliance, Public-Side Associates shall not have access to Investment Committee memoranda, portfolio reports, paper or electronic files or computer databases prepared or maintained by Private-Side Associates that include non-public information with respect to identified issuers of publicly traded securities. For purposes of this paragraph 2B, the Private-Side Monitored List, as well as quality ratings assigned to issuers by Private Market Units, shall be deemed to incorporate non-public information.

 

65



 

C.             Office Space . Public-Side Associates and Private-Side Associates shall not maintain offices on the same floor of any building, except pursuant to arrangements approved in writing by Corporate Compliance.

 

D.             Trading Rooms . Without the prior written approval of Compliance Officers, Private-Side Associates shall not enter trading rooms maintained by Public Market Units.

 

3.              COMPLIANCE MONITORING

 

A.             Public-Side Restricted List . Corporate Compliance shall maintain (in electronic format) a list of all issuers of publicly traded securities with respect to which Public-Side Associates possess material non-public information. Whenever any Public-Side Associate obtains (from any source) material non-public information with respect to an issuer of publicly traded securities, the Public-Side Associate shall immediately notify the appropriate business unit compliance officer, who shall immediately arrange for the issuer’s name to be placed on the Public-Side Restricted List and maintained thereon until such time as the business unit compliance officer concludes that no Public-Side Associate possesses material non-public information with respect to the issuer. Without the prior written approval of Corporate Compliance and the Law Department, Public-Side Associates shall not purchase or sell, for any account, securities of any issuer whose name appears on the Public-Side Restricted List, or any options or futures contracts in respect of such securities, unless the purchase or sale is from or to the issuer or an underwriter for the issuer.

 

B.             Private-Side Monitored List . The principal Private Market Unit compliance officer shall maintain (in electronic format) a list of all issuers of publicly traded securities with respect to which Private-Side Associates possess material non-public information. Whenever any Private-Side Associate obtains (from any source) material non-public information with respect to an issuer of publicly traded securities, the Private-Side Associate shall immediately notify the appropriate business unit compliance officer, who shall immediately arrange for the issuer’s name to be placed on the Private-Side Monitored List and maintained thereon until such time as the business unit compliance officer concludes that no Private-Side Associate possesses material non-public information with respect to the issuer. Without the prior written approval of the appropriate business unit compliance officer and the Law Department, Private-Side Associates shall not purchase or sell, for any account, securities of any issuer whose name appears on the Private-Side Monitored List, or any options or futures contracts in respect of such securities, unless the purchase or sale is from or to the issuer or an underwriter for the issuer.

 

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C.             Monitoring of Public-Side Trading . On each business day, Corporate Compliance shall arrange (i) for reports of trades executed by Public Market Units on the 15 preceding calendar days to be compared with the Private-Side Monitored List as of the next preceding business day, (ii) for all trades in securities of issuers whose names appear on the Private-Side Monitored List to be identified and (iii) for each such trade to be reviewed and, in appropriate cases, investigated pursuant to procedures approved in writing by Corporate Compliance. The outcomes of investigations conducted pursuant to this paragraph 3C shall be documented in memoranda filed with Corporate Compliance.

 

D.             Monitoring of PSI Marketing-Side Trading . Corporate Compliance shall arrange for the Public-Side Restricted List and the Private-Side Monitored List, together with copies of any written approvals by Compliance Officers of communications to PSI Marketing-Side Associates otherwise prohibited under paragraph 1A, to be provided to PSI’s Compliance Department for comparison with trades executed by PSI Marketing-Side Units and for such further action as PSI’s Compliance Department may deem appropriate.

 

E.              Monitoring of Employee Trading . Corporate Compliance shall arrange for reports of trades executed by Prudential Investment Associates for their own account to be compared with both the Private-Side Monitored List and the Public-Side Restricted List pursuant to Prudential’s securities trade monitoring system applicable to employee trading.

 

4.              TRAINING AND CONFIRMATIONS

 

A.             Initial Training . Whenever a new employee is assigned to a Prudential Investment Unit (other than upon transfer from another Prudential Investment Unit) and thereby becomes a Prudential Investment Associate, the appropriate business unit compliance officer shall, on the effective date of the assignment, provide the new Prudential Investment Associate with copies of this Statement of Policy and the materiality guidelines established pursuant to paragraph 1C. Within 30 days thereafter, the new Prudential Investment Associate shall attend a presentation on this Statement of Policy by the appropriate business unit compliance officer or by a Prudential investment lawyer. The presentation shall include explanations of the materiality guidelines established pursuant to paragraph 1C and the meanings of the terms “material” and “non-public” for purposes of this Statement of Policy.

 

B.             Annual Training . At least once in each calendar year, each Prudential Investment Associate shall attend a presentation on this Statement of Policy by Corporate Compliance, business unit

 

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compliance officer(s) and/or Prudential investment lawyer(s). The presentation shall include explanations of the materiality guidelines established pursuant to paragraph 1C and the meanings of the terms “material” and “non-public” for purposes of this Statement of Policy.

 

C.             Annual Confirmations . Within 30 days after the end of each calendar year, each Prudential Investment Associate shall file with Corporate Compliance written confirmation that such Prudential Investment Associate (i) has read and understands this Statement of Policy, (ii) attended a presentation on this Statement of Policy during the preceding calendar year, (iii) complied with this Statement of Policy during the preceding calendar year and (iv) is not aware of any violation of this Statement of Policy by another Prudential Investment Associate.

 

D.             Transfers to Public Market Units . Whenever a Private-Side Associate transfers to a Public Market Unit and thereby becomes a Public-Side Associate, the new Public-Side Associate shall, on the effective date of the transfer, sign and file with Corporate Compliance a memorandum (i) confirming the signer’s understanding of the signer’s new responsibilities as a Public-Side Associate and (ii) identifying the issuers of publicly traded securities (if any) with respect to which the signer possesses material non-public information. The name(s) of any issuer(s) of publicly traded securities so identified shall be immediately placed on the Public-Side Restricted List.

 

5.              EXCEPTIONS AND MODIFICATIONS

 

A.             Approval . Exceptions to and modifications of this Statement of Policy shall be approved by the Executive or Senior Vice President in charge of Corporate Governance or the Administrative Officer.

 

B.             Documentation . The reasons for, and any conditions applicable to, each exception and modification shall be recorded in a memorandum approved by the officer who approves the exception or modification, which shall be filed with Corporate Compliance. Corporate Compliance shall maintain a central file of such memoranda, together with the materiality guidelines established pursuant to paragraph 1C and all other written approvals, confirmations, determinations, memoranda and communications required by this Statement of Policy.

 

6.              DEFINITIONS

 

For purposes of this Statement of Policy, the following terms have the meanings specified below:

 

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“Administrative Officer” means the Chief Compliance Officer of Prudential or such other officer as the Executive or Senior Vice President in charge of Corporate Governance may from time to time designate.

 

“Compliance Officer” means a compliance officer assigned to Corporate Compliance or a business unit compliance officer.

 

“Corporate Compliance” means the Corporate Compliance Division of the Corporate Governance Department.

 

“Private Market Units” means those Prudential business units identified as “Private Market Units” in the schedule attached as Exhibit A hereto, as such schedule may be modified from time to time with the written approval of the Administrative Officer.

 

“Private-Side Associates” means (i) employees assigned to Private Market Units and (ii) employees assigned to the Operations & Systems Department who support Private Market Units.

 

“Private-Side Monitored List” means the list (of all issuers of publicly traded securities with respect to which Private-Side Associates possess material non-public information) maintained pursuant to paragraph 3B.

 

“Prudential Investment Associates” means Private-Side Associates and Public-Side Associates.

 

“Prudential Investment Unit” means a Private Market Unit or a Public Market Unit.

 

“PSI” means Prudential Securities Incorporated.

 

PSI Banking-Side Associates” means employees assigned to those PSI business units identified as “Banking Units” in the schedule attached as Exhibit B hereto, as such schedule may be modified from time to time with the written approval of the Administrative Officer.

 

“PSI Marketing-Side Associates” means employees assigned to PSI Marketing-Side Units.

 

“PSI Marketing-Side Units” means those PSI business units identified as “Marketing Units” in the schedule attached as Exhibit B hereto, as such schedule may be modified from time to time with the written approval of the Administrative Officer.

 

“Public Market Units” means those Prudential business units identified as “Public Market Units” in the schedule attached as Exhibit A

 

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hereto, as such schedule may be modified from time to time with the written approval of the Administrative Officer.

 

“Public-Side Associates” means (i) employees assigned to Public Market Units and (ii) employees assigned to the Operations & Systems Department who support Public Market Units.

 

“Public-Side Restricted List” means the list (of all issuers of publicly traded securities with respect to which Public-Side Associates possess material non-public information) maintained pursuant to paragraph 3A.

 

7.              MISCELLANEOUS

 

A.             Effective Date . This Statement of Policy shall be effective as of a date to be specified in a memorandum signed by the Senior Vice President in charge of the Audit Compliance & Investigations Department. The memorandum shall confirm that the materiality guidelines contemplated by paragraph 1C, the compliance monitoring procedures contemplated by paragraph 3 and the training and confirmation procedures contemplated by paragraph 4 are all in place. The effective date shall be announced to Prudential Investment Associates at least one week in advance. Modifications to this policy will be effective upon approval by the Executive Vice President or Senior Vice President in charge of Corporate Governance or the Administrative Officer.

 

B.             Prior Policy Statements . This Statement of Policy shall supersede all prior policy statements restricting the communication and use of issuer-related information by Prudential Investment Units generally, but it shall not supersede policy statements adopted by particular Prudential Investment Units that are consistent with this Statement of Policy.

 

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EXHIBIT A

 

CHINESE WALL STATUS OF

PRUDENTIAL INVESTMENT UNITS

(effective as of June 20, 2000)

 

PRIVATE MARKET UNITS

 

PUBLIC MARKET UNITS

 

 

 

Prudential Capital Group (1)

 

INTECH(1)

 

 

 

Prudential Mortgage Capital Company(1)

 

 

 

 

Jennison Associates(1)

Prudential Real Estate Investors(1) , (2)

 

Quantitative Management

Prudential Timber Investments

 

Prudential Investments Individually

 

 

Managed

 

 

Accounts

PREI International(1)

 

Prudential Asset Management Japan(1)

PRICOA Property Investment

 

 

Management

 

 

PRICOA Property Private Equity

 

Prudential Global Asset Management-Fixed Income(1)

 

 

 

Global Realty Advisors

 

Prudential Real Estate Securities Investors(1)

 

 

 

Prudential Agricultural Group(1)

 

 

 

 

Structured Finance Group(1)

Private Equity Group(1)

 

 

ARGUS Capital Group

 

Prudential Global Funding

Direct Private Equity Team

 

 

PRICOA Capital Group

 

 

Prudential Asia Infrastructure Investors

 

 

Prudential Asset Management Asia

 

 

Prudential Equity Investors

 

 

Prudential Latin America Investments

 

 

 

 

 

Portfolio Management Group

 

 

 

 

 

Investment Risk Group

 

 

 


(1) Unit of Prudential Global Asset Management

(2) Excluding Prudential Real Estate Securities Investors

 

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CHINESE WALL STATUS OF UNITS

OF PRUDENTIAL SECURITIES INCORPORATED

(effective as of June 20, 2000)

 

BANKING UNITS

 

MARKETING UNITS

 

 

 

Investment Banking (1)

 

Equity Capital Markets

 

 

 

Public Finance — Banking

 

Equity Products & Strategies

 

 

 

Taxable Fixed Income — Banking

 

Equity Trading, Sales & Research

 

 

 

International — Banking

 

Municipal Underwriting & Trading

 

 

 

 

 

Municipal Research

 

 

 

 

 

Private Client Group (Retail Activity)

 

 

 

 

 

Taxable Fixed Income — Trading & Research

 

 

 

 

 

International (— Retail) & Futures

 

 

 

 

 

National Sales

 

 

 

 

 

Prudential Securities Portfolio Management and Quantum Group (2)

 

L:\MFApps\CLUSTER-GENERAL\Bible\Codes of Ethics\Code of Ethics and Personal Securities Trading Policy of Prudential 1-9-06.doc

 


(1) Includes Prudential Volpe Technology Group and Prudential Vector.

(2) Commonly referred to as the PSPM and Quantum Group.

 

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Exhibit 99.(q)

 

Power of Attorney

 

The undersigned Directors, Trustees and Officers of the JennisonDryden Mutual Funds, the Strategic Partners Funds, The Prudential Variable Contract Accounts 10 and 11, The High Yield Income Fund, Inc., The High Yield Plus Fund, Inc. and The Target Portfolio Trust (collectively, the “Funds”), hereby constitute, appoint and authorize each of Marina Belaya, Claudia DiGiacomo, Deborah A. Docs, Katherine P. Feld, Kathryn C. Quirk, John P. Schwartz and Jonathan D. Shain, as true and lawful agents and attorneys-in-fact, to sign, execute and deliver on his or her behalf in the appropriate capacities indicated, any Registration Statements of the Funds on the appropriate forms, any and all amendments thereto (including pre- and post-effective amendments), and any and all supplements or other instruments in connection therewith, including Form N-PX, Forms 3, 4 and 5, as appropriate, to file the same, with all exhibits thereto, with the Securities and Exchange Commission (the “SEC”) and the securities regulators of appropriate states and territories, and generally to do all such things in his or her name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate to comply with the provisions of the Securities Act of 1933, section 16(a) of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, all related requirements of the SEC and all requirements of appropriate states and territories.  The undersigned do hereby give to said agents and attorneys-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 agents and attorneys-in-fact would have if personally acting.  The undersigned do hereby approve, ratify and confirm all that said agents and attorneys-in-fact, or any substitute or substitutes, may do by virtue hereof.

 

/s/Linda W. Bynoe

 

/s/David E.A. Carson

 

Linda W. Bynoe

David E. A. Carson

 

 

/s/Robert F. Gunia

 

/s/Robert E. La Blanc

 

Robert F. Gunia

Robert E. La Blanc

 

 

/s/Douglas H. McCordindale

 

/s/Richard A. Redeker

 

Douglas H. McCorkindale

Richard A. Redeker

 

 

/s/Judy A. Rice

 

/s/Robin B. Smith

 

Judy A. Rice

Robin B. Smith

 

 

/s/Stephen G. Stoneburn

 

/s/Clay T. Whitehead

 

Stephen G. Stoneburn

Clay T. Whitehead

 

 

/s/Grace C. Torres

 

 

Grace C. Torres

 

 

 

Dated:              September 7, 2005