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
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. |
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and/or |
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REGISTRATION STATEMENT UNDER THE |
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INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. 8 |
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(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)
Registrants 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)
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 Funds shares nor has the SEC determined that this prospectus is complete or accurate. It is a criminal offense to state otherwise.
Risk/Return Summary |
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4 |
Short-Term Bond Series: |
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Investment Objective and Principal Strategies |
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4 |
Principal Risks |
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4 |
Evaluating Performance |
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5 |
Fees and Expenses of the Series |
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5 |
Short-Term Municipal Bond Series: |
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Investment Objective and Principal Strategies |
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Principal Risks |
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6 |
Evaluating Performance |
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7 |
Fees and Expenses of the Series |
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7 |
National Municipal Money Market Series: |
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Investment Objective and Principal Strategies |
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Principal Risks |
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8 |
Evaluating Performance |
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9 |
Fees and Expenses of the Series |
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Taxable Money Market Series: |
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Investment Objective and Principal Strategies |
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Principal Risks |
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Evaluating Performance |
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10 |
Fees and Expenses of the Series |
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10 |
Government Money Market Series: |
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Investment Objective and Principal Strategies |
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11 |
Principal Risks |
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11 |
Evaluating Performance |
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12 |
Fees and Expenses of the Series |
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12 |
Treasury Money Market Series: |
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Investment Objective and Principal Strategies |
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13 |
Principal Risks |
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13 |
Evaluating Performance |
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13 |
Fees and Expenses of the Series |
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13 |
How the Fund Invests |
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14 |
Short-Term Bond Series: Investment Objective and Policies |
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14 |
Short-Term Municipal Bond Series: Investment Objective and Policies |
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National Municipal Money Market Series: Investment Objective and Policies |
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Taxable Money Market Series: Investment Objective and Policies |
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Government Money Market Series: Investment Objective and Policies |
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Treasury Money Market Series: Investment Objective and Policies |
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Other Investments and Strategies |
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Investment Risks |
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How the Fund is Managed |
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Board of Trustees |
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Manager |
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Investment Adviser |
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Distributor |
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Disclosure of Portfolio Holdings |
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2
Series Distributions and Tax Issues |
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27 |
Distributions |
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27 |
Tax Issues |
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28 |
How to Buy and Sell Shares of the Series |
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28 |
How to Buy Shares |
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28 |
How to Sell Shares |
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28 |
NAV |
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28 |
Frequent Purchases and Redemption of Fund Shares |
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Financial Highlights |
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29 |
For More Information (Back Cover) |
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3
This prospectus provides information about the Dryden Core Investment Fund (the Fund), which consists of six separate seriesthe 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
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 cant guarantee success.
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.
A number of factorsincluding riskaffect 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) |
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None |
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Maximum deferred sales charge (load) (as a percentage of the lower of original purchase price or sale proceeds) |
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None |
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Maximum sales charge (load) imposed on reinvested dividends and other distributions |
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None |
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Redemption fees |
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None |
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Exchange fee |
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None |
|
Annual Series Operating Expenses (deducted from Series assets)
Management fees* |
|
.05 |
% |
+ Distribution and service (12b-1) fees |
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None |
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+ Other expenses |
|
.06 |
% |
= Total annual series operating expenses |
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.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.
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 $10,000 in the Series for the time periods indicated and then sell all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Series operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
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|
1 YR |
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3 YRS |
|
5 YRS |
|
10 YRS |
|
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Short-Term Bond Series shares |
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$ |
11 |
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$ |
35 |
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$ |
62 |
|
|
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$ |
141 |
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|
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 issuers 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 Moodys Investors Service, Inc. and A and BBB by Standard & Poors 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 cant 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.
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.
A number of factorsincluding riskaffect 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 |
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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
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 |
|
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 cant 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.
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
Evaluating Perfor mance
A number of factorsincluding riskaffect 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
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 cant guarantee success.
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.
A number of factorsincluding riskaffect 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.
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 |
|
|
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 cant guarantee success.
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.
A number of factorsincluding riskaffect 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.
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
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 cant guarantee success.
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.
A number of factorsincluding riskaffect 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
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:
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 cant 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 Moodys Investors Services, Inc. (rated at least MIG-2 or P-2) or Standard & Poors 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.
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.
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 Moodys Investors Services, Inc. (rated at least MIG-2 or Prime-2) or Standard & Poors 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 instruments 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.
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 Moodys Investors Services, Inc. (rated at least MIG-2 or Prime-2) or Standard & Poors 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 issuers 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 instruments 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.
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 instruments 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.
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 cant 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 Treasurys 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 instruments 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.
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.
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.
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
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.
We may use a number of alternative investment strategiesincluding 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. Derivativessuch as futures, options and options on futuresinvolve costs and can be volatile. With derivatives, the investment adviser tries to predict whether the underlying investmenta security, market index, currency, interest rate or some other investmentwill 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.
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
|
|
|
|
Risks |
|
Potential Rewards |
High-quality money market
obligations of all types
|
|
Credit riskthe 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 riskthe 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:
|
|
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:
|
|
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:
|
|
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 Funds 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:
|
|
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 Funds 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:
|
|
· The security interest in the underlying collateral may be nonexistent or may not be as great as with mortgage-related securities · Credit riskthe 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:
|
|
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:
|
|
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 riskthe risk that the default of an issuer would leave the Fund with unpaid interest or principal. The lower a bonds quality, the higher its potential volatility Market riskthe 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 riskthe risk that the value of most debt obligations will fall when interest rates rise. The longer a bonds maturity and the lower its credit quality, the more its value typically falls. It can lead to price volatility |
|
May preserve the Funds 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 Funds 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 Funds investment operations and administers its business affairs. The Fund reimburses PI for its costs and expenses incurred in managing the Funds 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 Funds 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.
PIMs 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 funds 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 DAngelo of PIM Fixed Income is primarily responsible for management of the Series.
Joseph DAngelo , Principal, is a portfolio manager responsible for short-term investments and has managed the Series since 2005. Mr. DAngelo 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 ServicesAdditional Information About the Portfolio Managers.
DISTRIBUTOR
Prudential Investment Management Services LLC (PIMS or the Distributor) distributes the Funds 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 Funds policies and procedures with respect to the disclosure of the Funds portfolio securities is described in the Funds 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 Funds shares, see Net Asset Value in the SAI.
How to Sell Shares
When a shareholder sells shares of a Seriesalso known as redeeming sharesthe price the shareholder will receive will be the NAV next determined after the Funds 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 Funds 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)
|
|
|||
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
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)
(contains a discussion of the market conditions and investment strategies that significantly affected the Funds performance during the last fiscal year)
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:
Securities and Exchange
Commission
Public Reference Section
Washington, DC 20549-0102
publicinfo@sec.gov
(The SEC charges a fee to copy documents.)
Public Reference Room in
Washington, DC
(For hours of operation, call -1 -202-551-8090)
on the EDGAR Database at: http://www.sec.gov
Investment Company Act File Number for Dryden Core Investment Fund is: 811-09999
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 Funds 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 Funds audited financial statements for the fiscal year ended January 31, 2006 are incorporated into this SAI by reference to the Funds 2006 annual report to shareholders (File No. 811-09999). You may obtain a copy of the Funds annual report at no charge by request to the Fund at the address or telephone number noted above.
|
|
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
The Fund was organized under the laws of Delaware on April 23, 1999, as an unincorporated business trust.
On March 10, 2003, the Funds 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-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 mortgages 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 borrowers 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 holders pro rata interest in scheduled principal payments and interest payment (at such FNMA Certificates 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 holders 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 Moodys Investors Services, Inc. (Moodys) or Standard & Poors 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 Funds 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 Commissions 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.
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 issuers 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 authoritys 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 Acts 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.
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 days 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.
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 issuers 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.
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.
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.
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 Funds 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 Funds 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.
B- 9
At the present time, we do not anticipate that Treasury Money Market Series will engage in repurchase agreement transactions.
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 Funds 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 Funds 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.
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.
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.
B- 11
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 Funds 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.
B- 12
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).
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 Peoples Bank (1983-1997). |
|
86 |
|
|
B- 13
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 |
|
|
B- 14
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 |
|
|
B- 15
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
|
|
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 |
|
|
B- 16
Information pertaining to the Officers of the Fund who are not also Trustees is set forth below.
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 Prudentials 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 Prudentials 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 individuals 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 Funds Manager, Subadviser and Distributor, decide upon matters of general policy. In addition to their functions set forth under Investment Advisory and Other ServicesManager and Investment Adviser, and Principal Underwriter and Distributor, the Trustees also review the actions of the Funds Officers, who conduct and supervise the daily business operations of the Fund.
B- 18
Trustees and Officers of the Fund are also trustees, directors and officers of some or all of the other investment companies advised by the Funds 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.
The Funds Board of Trustees (the Board) has established three standing committees in connection with the governance of the FundAudit, 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 Funds independent registered public accounting firm, accounting policies and procedures, and other areas relating to the Funds 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 Committees responsibility is oversight. It is managements 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 Funds 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 individuals 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 individuals 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.
B- 20
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 Funds 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 Funds Board and the Board of any other investment company in the Fund Complex, for the calendar year ended December 31, 2005.
Name and Position |
|
|
|
Fiscal Year
|
|
Total 2005 Compensation From Funds and
|
|
||||||
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 Funds 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.
B- 21
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.
Name of Trustee |
|
|
|
Dollar Range of Equity Securities in
|
|
Aggregate Dollar Range of Equity Securities
|
|
||||
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.
B- 22
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
|
|
Two Gateway Center 3
rd
Fl
|
|
2,017,846,999/13.3% |
||
Short-Term Bond Series |
|
|
|
|
||
Dryden Govt Income Fund Inc
|
|
2 Gateway Center Fl 3
|
|
9,872,748/17.8% |
||
PRUPLAN Equity
|
|
Two Gateway Center 7
th
Fl
|
|
6,463,886/11.6% |
||
Institutional MBS FI Fund of C
|
|
Two Gateway Center 7
th
Fl
|
|
3,734,850/6.7% |
||
PRU Series Flexible Bond
|
|
Two Gateway Center 3
rd
Fl
|
|
8,776,868/15.8% |
||
PRU Series Diversified Bond
|
|
Two Gateway Center 3
rd
Fl
|
|
6,729,834/12.1% |
||
PRU Series Cons Bond
|
|
Two Gateway Center 3
rd
Fl
|
|
7,457,094/13.4% |
||
PRU Series Govt Income
Portfolio
|
|
Two Gateway Center 3
rd
Fl
|
|
3,364,380/6.1% |
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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds shares, (4) the charges and expenses of the Funds 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 Funds 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 Funds 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 PIMs 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 DAngelo |
|
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 managers management of the Funds investments and investments in other accounts.
B- 25
Portfolio Manager Compensation:
PIMs 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 Incomes 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 Incomes 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 professionals 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 individuals qualitative contributions to the organization.
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. PIMs 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 PIMs 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, PIMs 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, PIMs 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), PIMs 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 PIMs 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, PIMs 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 PIMs 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 PIMs 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 PICAs general account, trading by PICAs general account in certain securities, particularly certain fixed income securities, may result in market changes in response to trades. Although PIM expects that PICAs general account will execute transactions that will move a
B- 28
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 Financials 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 DAngelo |
|
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.
The Bank of New York (BNY), One Wall Street, New York, NY 10286, serves as Custodian for the Funds 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 Funds independent registered public accounting firm and in that capacity audits the Funds annual financial statements. Other accountants previously served as the independent registered public accounting firm for the Fund.
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 Funds 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.
B- 29
Description of Proxy Voting Policies and Recordkeeping Procedures
The Board has delegated to the Funds 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 underwriters 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.
B- 30
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 arms-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 Funds portfolio holdings are made public, as required by law, in the Funds 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 Funds portfolio holdings as of the fiscal
B- 31
quarter end are reported to the SEC and posted to the Funds website within approximately 60 days after the end of the Funds 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 Funds 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 Funds 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 Funds 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 PIs 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 PIs law department.
5. Written notification of the approval shall be sent by such officer to PIs Fund Administration Department to arrange the release of fund holdings information.
6. PIs 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 Funds 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 Funds fiscal year-end or on an as-needed basis; and
· Full holdings to financial printers as soon as practicable following the end of the Funds 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 Funds fiscal quarter-end; and
B- 32
· 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 Funds Chief Compliance Officer and PIs 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 PIs 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 Funds disclosure of portfolio holdings to the Chief Compliance Officer.
There can be no assurance that the Funds 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.
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.
B- 33
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 Funds 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 Funds 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.
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.
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
B- 34
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.
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 Funds 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 Funds 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.
B- 35
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.
B- 36
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.
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.
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 dividends proportionate share of the Series income consisting of such interest.
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 shareholders 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 shareholders 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.
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 shareholders 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.
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 shareholders federal income tax liability, provided the appropriate information is furnished to the IRS.
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 shareholders 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.
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.
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 Funds 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 Funds 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 IDESCRIPTION OF SECURITY RATINGS
MOODYS INVESTORS SERVICE, INC. (MOODYS)
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.
Moodys 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.
Moodys 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 & POORS RATINGS SERVICES (S&P)
Long-Term Issue Credit Ratings
AAA: An obligation rated AAA has the highest rating assigned by S&P . The obligors 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 obligors 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 obligors 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 obligors 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 obligors 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 obligors 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 obligors 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 obligors 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 obligors 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.
International Long-Term Credit Ratings
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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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.
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 IIPROXY VOTING POLICIES OF THE SUBADVISER
A summary of the proxy voting policy of the Funds 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 policys 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 clients 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 units 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 units 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.
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 issuers financial condition, long- and short-term economic outlook for the issuer, its capital structure and debt-service obligations, the issuers 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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(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.
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 Registrants 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 ones 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 staffs 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 ManagedManager 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.
C- 3
(b) Prudential Investment Management, Inc. (PIM)
See How the Fund is ManagedInvestment 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., Prudentials 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
C- 4
pertinent provisions of Section 31(a) and the Rules promulgated thereunder will be kept by BNY and PMFS.
Other than as set forth under the captions How the Fund is ManagedManager, How the Fund is ManagedInvestment 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.
Not applicable.
C- 5
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.
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DRYDEN CORE INVESTMENT FUND |
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Judy A. Rice, President |
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*By: /s/ Jonathan D. Shain |
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March 30, 2006 |
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Jonathan D. Shain |
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(Attorney-in-Fact) |
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C- 6
PRUDENTIAL CORE INVESTMENT FUND
EXHIBIT INDEX
EXHIBIT
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DESCRIPTION |
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(g)(1) |
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Custodian Contract between the Registrant and The Bank of New York (BNY). |
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(g)(2) |
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Amendment dated June 6, 2005 to Custodian Contract. |
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(j) |
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Consent of independent registered public accounting firm. |
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Code of Ethics of the Registrant dated April 6, 2005. |
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Prudential Code of Ethics and Personal Securities Trading Policy dated January 9, 2006. |
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Power of Attorney dated September 7, 2005. |
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C- 7
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:
Whenever used in this Agreement, the following words shall have the meanings set forth below:
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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.
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EACH FUND LISTED ON SCHEDULE A HERETO |
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By: |
/s/ Robert F. Gunia |
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Title: Vice President |
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Tax Identification No: |
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THE BANK OF NEW YORK |
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/s/ Edward G. McGann |
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Title: Vice President |
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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 Funds 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:
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This certificate supersedes any certificate of Authorized Persons you may currently have on file.
[seal] |
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Title: |
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Date: |
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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 Custodians 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 Custodians 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 Custodians prior written consent. The Fund acknowledges that any modifications to the Software, whether by the Fund or Custodian and whether with or without Custodians 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 Funds use of the Software or Services in a manner not authorized by this Agreement, (ii) the Funds use of the Software or Services in combination with other software or services not supplied by the Bank or (iii) the Funds 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 Custodians 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 CUSTODIANS SOLE OBLIGATION, AND THE FUNDS 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 Funds 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.
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:
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.
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EACH FUND LISTED ON |
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SCHEDULE A HERETO |
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By: |
Robert F. Gunia |
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Title: Vice President |
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THE BANK OF NEW YORK |
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By: |
James E. Hillman |
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Title: Managing Director |
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EXHIBIT I
SCHEDULE A
To The Custody Agreement
PART I |
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Date of First Service |
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Strategic Partners Asset Allocation Funds |
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Strategic Partners Moderate Allocation Fund |
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January 6, 2002 |
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Strategic Partners Growth Allocation Fund |
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January 6, 2002 |
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Strategic Partners Conservative Allocation Fund |
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January 6, 2002 |
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Strategic Partners Opportunity Funds |
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Jennison Select Growth Fund |
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December 9, 2002 |
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Dryden Strategic Value Fund |
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December 9, 2002 |
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Strategic Partners New Era Growth Fund |
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December 9, 2002 |
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SP Mid-Cap Value Fund |
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December 9, 2002 |
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Strategic Partners Style Specific Funds |
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Jennison Conservative Growth Fund |
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November 18, 2002 |
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Strategic Partners Large Capitalization Value Fund |
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November 18, 2002 |
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Strategic Partners Small Capitalization Growth Fund |
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December 9, 2002 |
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Strategic Partners Small Capitalization Value Fund |
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November 18, 2002 |
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Strategic Partners Total Return Bond Fund |
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December 23, 2002 |
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Target Portfolio Trust |
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Target U.S Government Money Market Portfolio |
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December 23, 2002 |
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Target Intermediate Term Bond Portfolio |
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December 23, 2002 |
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Target International Bond Portfolio |
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December 23, 2002 |
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Target International Equity Portfolio |
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December 23, 2002 |
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Target Large Capitalization Growth Portfolio |
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November 18, 2002 |
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Target Large Capitalization Value Portfolio |
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November 18, 2002 |
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Target Mortgage Backed Securities Portfolio |
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December 23, 2002 |
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Target Small Capitalization Growth Portfolio |
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December 9, 2002 |
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Target Small Capitalization Value Portfolio |
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November 18, 2002 |
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Target Total Return Bond Portfolio |
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December 23, 2002 |
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PART II |
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Date of First Service |
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Dryden Core Investment Fund-Taxable Money Market Series |
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June 6, 2005 |
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Dryden Global Total Return Fund, Inc. |
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June 6, 2005 |
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Dryden Government Securities Trust - Money Market Series |
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June 6, 2005 |
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Dryden Municipal Bond Fund - Insured Series |
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June 6, 2005 |
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Dryden Municipal Bond Fund - High Income Series |
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June 6, 2005 |
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Dryden Short-Term Bond Fund, Inc. - Dryden Short-Term Corporate Bond Fund |
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June 6, 2005 |
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Dryden Short-Term Bond Fund, Inc. - Dryden Ultra Short Bond Fund |
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June 6, 2005 |
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MoneyMart Assets, Inc. |
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June 6, 2005 |
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Prudential Institutional Liquidity Portfolio, Inc. - Institutional Money Market Series |
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June 6, 2005 |
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Prudential World Fund, Inc. - Dryden International Equity Fund |
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June 6, 2005 |
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Prudential World Fund, Inc. - Jennison Global Growth Fund |
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June 6, 2005 |
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The High Yield Income Fund, Inc. |
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June 6, 2005 |
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The Prudential Investment Portfolios, Inc. - Dryden Active Allocation Fund |
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June 6, 2005 |
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Dryden Small-Cap Core Equity Fund, Inc. |
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June 27, 2005 |
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Dryden Tax-Managed Funds - Dryden Large Cap Core Equity Fund |
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June 27, 2005 |
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Dryden Index Series Fund - Dryden Stock Index Fund |
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June 27, 2005 |
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Jennison 20/20 Focus Fund |
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June 27, 2005 |
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Jennison Natural Resources Fund, Inc. |
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June 27, 2005 |
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Jennison Sector Funds, Inc. - Jennison Financial Services Fund |
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June 27, 2005 |
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Jennison Sector Funds, Inc. - Jennison Health Sciences Fund |
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June 27, 2005 |
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Jennison Sector Funds, Inc. - Jennison Technology Fund |
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June 27, 2005 |
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Jennison Sector Funds, Inc. - Jennison Utility Fund |
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June 27, 2005 |
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Jennison Small Company Fund, Inc. |
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June 27, 2005 |
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Jennison U.S. Emerging Growth Fund, Inc. |
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June 27, 2005 |
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Jennison Value Fund |
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June 27, 2005 |
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The Prudential Investment Portfolios, Inc. - Jennison Equity Opportunity Fund |
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June 27, 2005 |
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The Prudential Investment Portfolios, Inc. - Jennison Growth Fund |
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June 27, 2005 |
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Dryden Total Return Bond Fund, Inc. |
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July 25, 2005 |
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Dryden Government Income Fund, Inc. |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Diversified Bond Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Government Income Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - High Yield Bond Portfolio |
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July 25, 2005 |
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Dryden High Yield Fund, Inc. |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Conservative Balanced Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Flexible Managed Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Global Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Jennison 20/20 Focus Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Jennison Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Natural Resources Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Small Capitalization Stock Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - SP Prudential U.S. Emerging Growth Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Stock Index Portfolio |
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July 25, 2005 |
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The Prudential Series Fund, Inc. - Value Portfolio |
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July 25, 2005 |
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Prudentials Gibraltar Fund, Inc. |
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July 25, 2005 |
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The Prudential Investment Portfolios, Inc. - |
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July 25, 2005 |
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JennisonDryden Asset Allocation Funds - JennisonDryden Conservative Allocation Fund |
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July 25, 2005 |
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JennisonDryden Asset Allocation Funds - Jennison Dryden Growth Allocation Fund |
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July 25, 2005 |
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JennisonDryden Asset Allocation Funds - JennisonDryden Moderate Allocation Fund |
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July 25, 2005 |
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Cash Accumulation Trust - Liquid Assets Fund |
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September 12, 2005 |
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Cash Accumulation Trust - National Money Market Fund |
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September 12, 2005 |
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Dryden California Municipal Fund - California Income Series |
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September 12, 2005 |
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Dryden California Municipal Fund - California Series |
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September 12, 2005 |
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Dryden Municipal Series Fund - Florida Series |
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September 12, 2005 |
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Dryden Municipal Series Fund - New Jersey Series |
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September 12, 2005 |
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Dryden Municipal Series Fund - New York Series |
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September 12, 2005 |
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Dryden Municipal Series Fund - Pennsylvania Series |
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September 12, 2005 |
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Dryden National Municipals Fund, Inc. |
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September 12, 2005 |
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The Prudential Series Fund, Inc. - Money Market Portfolio |
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September 12, 2005 |
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The Prudential Series Fund, Inc. - SP Aggressive Growth Asset Allocation Portfolio |
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September 12, 2005 |
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The Prudential Series Fund, Inc. - SP Balanced Asset Allocation Portfolio |
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September 12, 2005 |
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The Prudential Series Fund, Inc. - SP Conservative Asset Allocation Portfolio |
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September 12, 2005 |
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The Prudential Series Fund, Inc. - SP Growth Asset Allocation Portfolio |
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September 12, 2005 |
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Jennison Blend Fund, Inc. |
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September 12, 2005 |
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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 |
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KPMG LLP |
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New York, New York |
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May 30, 2006 |
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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 individuals 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.
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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
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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 Managers(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.
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(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.
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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.
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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 Funds 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
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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
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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.
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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.
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(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.
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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
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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
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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
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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;
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(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 Funds experience under the Code, evolving industry practices, or
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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
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Explanatory Notes to Code
1. No comparable Code requirements have been imposed upon Prudential Mutual Fund Services LLC, the Funds 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.
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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 decedents 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.
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Exhibit 99(p)(2)
Personal Securities
Prudential Financial, Inc.- For Internal Use Only
Revised 1/9/2006 B Version
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 Prudentials 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 Prudentials 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 Prudentials trade monitoring procedures and trade reporting obligations for Covered and Access Persons, including the authorized broker-dealer requirements.
Section III sets forth Prudentials 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
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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.
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INTRODUCTION |
I |
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TABLE OF CONTENTS |
III |
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I. PRUDENTIALS 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 |
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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 |
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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 |
|
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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 |
|
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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
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 Prudentials 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 issuers 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.
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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 companys earnings or dividends (e.g., whether earnings will increase or decrease);
Information about a companys physical assets (e.g., an oil discovery, a fire that destroyed a factory, or an environmental problem);
Information about a companys personnel (e.g., a valuable employee leaving or becoming seriously ill);
8
Information about a companys pension plans (e.g., the removal of assets from an over-funded plan or an increase or decrease in future contributions);
Information about a companys 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 companys 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 companys products to plummet.
Material information may also include information about Prudentials 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 Prudentials trades is prohibited by Prudentials 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 Prudentials 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 Prudentials 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.
9
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)
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.
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.
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 Prudentials 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 plans investment.
10
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.
11
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 advisers 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
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.
12
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.
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.
13
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)
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)
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 Prudentials 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.
14
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)
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.
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.
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.
15
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 .
16
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 (VPs) of Finance for each business unit must identify additional employees in each unit who, regardless of level, have routine access to material nonpublic information about Prudential. It is the responsibility of the VPs of Finance to notify 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 Prudentials 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.
17
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.
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 Prudentials 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.
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.
18
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.
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)
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.
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 Departments 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.
19
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.
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.
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 Persons 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 VPs 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 employees 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.
20
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 (IRAs) 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.
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 AMSs compliance manual that are generally consistent with the requirements of this Section.
21
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)
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-Dealers compliance manual and as set forth in Prudentials Policy Statement On Insider Trading contained in Section I of this Policy.
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.
22
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 Prudentials broker-dealers are prohibited from purchasing securities in any public offerings of equity securities. This prohibition includes all associates of Prudentials 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.
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 associates 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 officers 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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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.
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 Prudentials 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.
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 Prudentials 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 Companys 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 PIs Form ADV and mutual fund officers are also classified as Access Persons.
26
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 individuals 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.
An appearance of a conflict of interest may occur if, following a meeting with a representative of an issuer, an analyst buys the issuers 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.
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)
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) Prudentials 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.
28
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.
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.
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 units 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 portfolios decision to purchase securities of the issuer will be subject to independent review by appropriate personnel with no personal interest in the issuer.
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.
29
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.
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.
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.
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.
30
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
|
|
Blackout
|
|
Preclearance(46) |
|
Mutual
|
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 (ETFs) |
|
Applies to ETFs
other than those listed on Exhibit 9.
|
|
Applies to ETFs
other than those listed on Exhibit 9.
|
|
Required for ETFs
other than those listed on Exhibit 9. (51)
|
|
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 Prudentials 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 Prudentials 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
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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.
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.
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.
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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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 Prudentials 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 Prudentials 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 Companys 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.
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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 individuals 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 associates spouse has a beneficial interest;
Accounts in which the associates 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 Prudentials 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
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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.
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)
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.
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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) Prudentials 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.
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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
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.
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 PCGs 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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A. Associated Persons Securities Accounts
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 associates 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 associates 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 clients 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 employees spouse;
Accounts of the employees minor and/or any dependent family members; and
Accounts of any individual to whose financial support the employee materially
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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
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.
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.
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.
PEG associates are prohibited from effecting transactions in a companys 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 PEGs Restricted List. Although only the
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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
PEGs 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
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.
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.
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.
Exhibit 1 Sample Letter to Brokerage Firm
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TO: |
Broker-Dealer |
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RE: |
Account #: |
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Date of Establishment: |
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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
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brokerage firm, I must notify the Compliance Department immediately and request that the account be reviewed in light of the changed circumstances.
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Social Security Number of Employee |
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List of all Accounts
Name of Individual |
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Social Security Number |
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Name of Institution |
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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
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brokerage firm, I must notify the Compliance Department immediately and request that the account be reviewed in light of the changed circumstances.
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Date |
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Social Security Number of Employee |
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List of all Accounts
Name of Individual |
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Social Security Number |
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Name of Institution |
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Account Number |
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(61) Designated Persons must preclear transactions in Prudential securities, See Section III.B.5. for more details.
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can be found in Exhibit 7. |
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Closed End Funds &
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Affiliated Funds
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Yes
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Yes
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ETFs registered as unit investment trusts must be precleared, except as noted in Exhibit 9. |
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Derivatives |
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Any Exchange Traded,
NASDAQ,
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Options on indexes must
be precleared except as noted in Exhibit 4.
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Foreign Currency |
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No |
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No |
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Exchanges made for personal travel are not reportable. |
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Commodities |
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Other Commodities |
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No |
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No |
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Annuities & Life
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Affiliated
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Yes**
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No
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** 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. |
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Stock or Option Bonus
Awards
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Receipt
of grant, including Options,
Exercise
of Employee Stock
Sale of RS,
RSUs or PS
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(Non-Pru Employee/
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Options
received as part of
Shares
received as part of
Exercise of Employee
Stock Options
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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. |
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Gifts
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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. |
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TICKER SYMBOL |
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DESCRIPTION |
DJX |
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Dow Jones Industrial (30) Average |
GTC |
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GSTI (Goldman Sachs 178 Technology Companies) |
MID |
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S&P Midcap 400 Open/Euro Index |
MNX |
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CBOE Mini-NDX (1 tenth value of NDX Index) |
NFT |
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MSCI Multinational Company Index (50 US Stocks) |
NIK |
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Nikkei 300 Index CI/Euro |
OEX |
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S&P 100 Close/Amer Index |
RAG |
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Russell 3000 Growth |
RAV |
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Russell 3000 Value |
RDG |
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Russell MidCap Growth |
RLG |
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Russell 1000 Growth |
RLV |
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Russell 1000 Value |
RMC |
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Russell MidCap |
RMV |
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Russell Midcap Value |
RUA |
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Russell 3000 |
RUI |
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Russell 1000 Index |
RUJ |
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Russell 2000 Value |
RUO |
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Russell 2000 Growth |
RUT |
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Russell 2000 Open/Euro Index |
SML |
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S&P Small Cap 600 |
SPL |
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S&P 500 Long-Term Close |
SPX |
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S&P 500 Open/Euro Index |
TXX |
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CBOE Technology Index (30 Stocks) |
VRU |
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Russell 2000 Long-Term Index |
XEO |
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S&P 100 Euro Style |
ZRU |
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Russell 2000 L-T Open./Euro |
53
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Reviewed by: |
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Initials: |
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Date: |
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Personal Securities Holdings Report
To: |
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Jennifer Brown, |
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Securities Monitoring Unit |
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Compliance Department |
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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)
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Broker-Dealer |
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or Institution |
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Private Securities (e.g., limited partnerships, private placements).
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Title of Security |
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Of Shares |
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or Institution |
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54
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: |
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Phone #: |
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Fax #: |
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Department: |
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Division: |
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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.
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[Employees |
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Signature] |
If you have any questions, please contact Richard Baker from the Securities Monitoring Unit at (973) 802-6691.
Part II - Transaction Information:
Date: |
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Number of Shares/Options: |
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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: |
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Common Stock |
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Employee Stock Option |
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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 |
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Firm |
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Account No. |
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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: |
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Part IV Compliance/Law Response
Compliance Response: |
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APPROVED : |
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DENIED: |
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REVIEWER: |
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DATE/TIME: |
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Law Response (for Section 16 Insiders Only): APPROVED : |
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DENIED: |
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REVIEWER : |
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DATE/TIME: |
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56
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
This form is for preclearing transactions in Initial Public Offering (IPOs) 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: |
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Phone #: |
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Fax #: |
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Department: |
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Division: |
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Employees signature: |
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Part II - Transaction Information:
Date: |
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Number of Shares/Options: |
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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: |
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Account in which transaction will take place:
Brokerage Firm |
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Account No. |
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Comments: |
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Part IV Compliance/Law Response
Compliance Response:
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APPROVED : |
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DENIED: |
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REVIEWER : |
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DATE/TIME: |
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58
Name Of ETF |
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Symbol |
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Equity ETFs |
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SPDR |
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SPY |
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Nasdaq 100 |
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QQQQ |
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iShares Russell 2000 |
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IWM |
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S&P MidCap 400 |
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MDY |
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iShares MSCI Emerging Mkts |
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EEM |
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iShares MSCI EAFE |
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EFA |
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iShares Russell 2000 Value |
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IWN |
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iShares Russell 2000 Growth |
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IWO |
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iShares Russell 1000 Value |
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IWD |
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iShares Russell 2000 Growth |
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IWF |
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iShares Russell 1000 |
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IWB |
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Vanguard Total Stk Mkt VIPERS |
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VTI |
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Fixed Income ETFs |
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iShares Lehman 1-3 Yr Treasury |
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SHY |
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iShares Lehman 7-10 Yr Treasury |
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IEF |
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iShares Lehman 20+ Yr Treasury |
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TLT |
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iShares Lehman GS $InvesTop Corp |
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LQD |
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iShares Lehman Aggregate |
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AGG |
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iShares Lehman TIPS |
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TIP |
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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.
Prudential holds its employees to the highest ethical standards. Maintaining high standards requires a total commitment to sound ethical principles and Prudentials 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 Companys 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 associates 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 individuals personal success or business groups 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 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 clients interest ahead of the firms. 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 clients interest ahead of their own personal interest. An employees 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.
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.
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 Persons 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 Prudentials 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
Although not part of the Code, the Companys 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
Prudentials 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 Prudentials 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 issuers 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 issuers identity or other facts from which a knowledgeable investment analyst could infer the issuers 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 issuers 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 issuers 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.
66
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 PSIs Compliance Department for comparison with trades executed by PSI Marketing-Side Units and for such further action as PSIs 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 Prudentials 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
67
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 signers understanding of the signers 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)
(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)
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MARKETING UNITS |
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Investment Banking (1) |
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Equity Capital Markets |
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Public Finance Banking |
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Equity Products & Strategies |
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|
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Taxable Fixed Income Banking |
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Equity Trading, Sales & Research |
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International Banking |
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Municipal Underwriting & Trading |
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Municipal Research |
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Private Client Group (Retail Activity) |
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Taxable Fixed Income Trading & Research |
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International ( Retail) & Futures |
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|
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National Sales |
|
|
|
|
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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 |
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/s/David E.A. Carson |
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Linda W. Bynoe |
David E. A. Carson |
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/s/Robert F. Gunia |
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/s/Robert E. La Blanc |
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Robert F. Gunia |
Robert E. La Blanc |
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/s/Douglas H. McCordindale |
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/s/Richard A. Redeker |
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Douglas H. McCorkindale |
Richard A. Redeker |
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/s/Judy A. Rice |
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/s/Robin B. Smith |
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Judy A. Rice |
Robin B. Smith |
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/s/Stephen G. Stoneburn |
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/s/Clay T. Whitehead |
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Stephen G. Stoneburn |
Clay T. Whitehead |
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/s/Grace C. Torres |
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Grace C. Torres |
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Dated: September 7, 2005