As filed with the Securities and Exchange Commission on February 26, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [_]
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 24 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 25 [X]
(Check appropriate box or boxes)
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THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
(Exact name of registrant as specified in charter)
GATEWAY CENTER THREE (GC3)
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (973) 367-1495
Lori E. Bostrom, Esq.
Gateway Center Three (GC3)
100 Mulberry Street
Newark, New Jersey 07102-4077
(Name and Address of Agent for Service)
Approximate date of proposed public offering:
As soon as practicable after the effective
date of the Registration Statement.
It is proposed that this filing will become effective
(check appropriate box):
[X] immediately upon filing pursuant to paragraph (b)
[_] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
Title of Securities Being Registered . . . . Shares of common stock, par value
$.001 per share.
Explanatory Note
This Post-Effective Amendment No. 24 to the Registrant's registration statement (the "Registration Statement") on Form N-1A (File Nos. 33-61997; 811-7343) consists of the following:
(1) Facing Sheet of the Registration Statement; and
(2) Part C of the Registration Statement (including signature pages).
Part A of Post-Effective Amendment No. 21 to the Registration Statement,
which was filed on December 3, 2003, is hereby incorporated by reference into
this Post-Effective Amendment No. 24 to the extent Part A of Post-Effective
Amendment No. 21 contains the prospectuses of Jennison Growth Fund, Dryden
Active Allocation Fund and Jennison Equity Opportunity Fund (three of the six
currently existing series of the Registrant). Part A of Post-Effective
Amendment No. 23 to the Registration Statement, which was filed on February 17,
2004, is hereby incorporated by reference into this Post-Effective Amendment
No. 24, to the extent Part A of Post-Effective Amendment No. 23 contains the
combined prospectus of the JennisonDryden Asset Allocation Funds:
JennisonDryden Conservative Allocation Fund, JennisonDryden Moderate Allocation
Fund and JennisonDryden Growth Allocation Fund (the other three currently
existing series of the Registrant). Part B of Post-Effective Amendment No. 23
to the Registration Statement is hereby incorporated by reference into this
Post-Effective Amendment No. 24.
The prospectuses of the Registrant's series retain their respective dates as follows:
Fund Date of Prospectus ---- ------------------ Jennison Growth Fund................. December 3, 2003 Dryden Active Allocation Fund........ December 3, 2003 Jennison Equity Opportunity Fund..... December 3, 2003 JennisonDryden Asset Allocation Funds February 17, 2004 |
This Post-Effective Amendment No. 24 is being filed pursuant to Rule 485(b) under the Securities Act of 1933 solely for the following purposes:
. The attached executed Articles Supplementary are being filed as exhibit
(a)(11) to the Registration Statement and replace the Form of Articles
Supplementary filed as exhibit (a)(11) to Post-Effective Amendment No. 23
to the Registration Statement.
. The attached opinion and consent of counsel is being filed as exhibit (i) to the Registration Statement and replaces the opinion and consent of counsel listed as exhibit (i) to Post-Effective Amendment No. 23.
In addition, an updated Consent of Independent Auditors is being filed as exhibit (j) to the Registration Statement.
PART C
OTHER INFORMATION
Item 23.
Exhibits.
(a) (1) Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 1(c) to Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on February 14,
1996.
(2) Articles Supplementary, incorporated by reference to Exhibit 1(b) to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on December 6, 1996.
(3) Amendment of Articles of Incorporation, incorporated by reference to Exhibit 1(c) to Post-Effective Amendment
No. 4 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on December 6, 1996.
(4) Articles Supplementary, incorporated by reference to Exhibit 1(d) to the Registration Statement on Form N-14
(File No. 333-38087) filed via EDGAR on October 17, 1997.
(5) Articles of Amendment, incorporated by reference to Exhibit 1(e) to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on June 11, 1998.
(6) Articles Supplementary, incorporated by reference to Exhibit 1(f) to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on November 27, 1998.
(7) Articles of Amendment, incorporated by reference to Exhibit (1)(g) to the Registration Statement on Form N-14
(File No. 333-41790) filed via EDGAR on July 20, 2000.
(8) Articles of Amendment, incorporated by reference to Exhibit (a)(8) to Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on December 8, 2000.
(9) Articles of Amendment, incorporated by reference to Exhibit (a)(9) to Post-Effective Amendment No. 21 to the
Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on December 3, 2003.
(10) Articles Supplementary, incorporated by reference to Exhibit (a)(10) to Post-Effective Amendment No. 21 to the
Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on December 3, 2003.
(11) Articles Supplementary.*
(b) Amended and Restated By-laws dated July 17, 2003, incorporated by reference to Exhibit (b) to Post-Effective
Amendment No. 21 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on December
3, 2003.
(c) Instruments defining rights of shareholders, incorporated by reference to Exhibit 4 to the Registration Statement on
Form N-1A (File No. 33-61997) filed via EDGAR on August 22, 1995.
(d) (1) Amended and Restated Management Agreement between the Registrant and Prudential Investments Fund
Management LLC with respect to Jennison Growth Fund, incorporated by reference to Exhibit (d)(1) to Post-
Effective Amendment No. 17 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on
September 27, 2001.
(2) Subadvisory Agreement between Prudential Mutual Fund Management, Inc. and Jennison Associates Capital
Corp., with respect to Jennison Growth Fund and Jennison Equity Opportunity Fund, incorporated by reference to
Exhibit 5(b) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 33-61997)
filed via EDGAR on February 14, 1996.
(3) Amended and Restated Management Agreement between the Registrant and Prudential Investments Fund
Management LLC with respect to Dryden Active Allocation Fund, incorporated by reference to Exhibit (d)(3) to Post-
Effective Amendment No. 17 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on
September 27, 2001.
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(4) Subadvisory Agreement between the Registrant and The Prudential Investment Corporation with respect to
Dryden Active Allocation Fund, incorporated by reference to Exhibit (d)(4) to Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on September 27, 2001.
(5) Amended and Restated Management Agreement between the Registrant and Prudential Investments Fund
Management LLC with respect to Jennison Equity Opportunity Fund, incorporated by reference to Exhibit (d)(5) to
Post-Effective Amendment No. 17 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR
on September 27, 2001.
(6) Management Agreement between The Prudential Investment Portfolios, Inc. and Prudential Investments LLC.,
incorporated by reference to Exhibit (d)(6) to Post-Effective Amendment No. 23 to the Registration Statement on
Form N-1A (File No. 33-61997) filed via EDGAR on February 17, 2004.
(7) Subadvisory Agreement between Prudential Investments LLC and Quantitative Management, a division of
Prudential Investment Management, Inc., incorporated by reference to Exhibit (d)(7) to Post-Effective Amendment
No. 23 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on February 17, 2004.
(e) (1) Amended and Restated Distribution Agreement between the Registrant and Prudential Investment Management
Services LLC, incorporated by reference to Exhibit (e)(1) to Post-Effective Amendment No. 16 to the Registration
Statement on Form N-1A (File No. 33-61997) filed via EDGAR on December 8, 2000.
(2) Form of Selected Dealer Agreement, incorporated by reference to Exhibit 6(d) to Post-Effective Amendment No.
8 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on June 11, 1998.
(g) (1) Custodian Contract between the Registrant and State Street Bank and Trust Company, incorporated by reference to
Exhibit 9 to the Registration Statement on Form N-14 (File No. 333-6755) filed via EDGAR on June 25, 1996.
(2) Amendment to Custodian Contract, incorporated by reference to Exhibit (g)(2) to Post-Effective Amendment
No. 10 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on September 29, 1999.
(3) Amendment to Custodian Contract, incorporated by reference to Exhibit (g)(3) to Post-Effective Amendment
No. 23 to the Registration Statement on Form N-1A of Prudential Natural Resources Fund, Inc. (File No. 33-15166)
filed via EDGAR on July 30, 2001.
(4) Amendment to Custodian Contract, incorporated by reference to Exhibit (g)(4) to Post-Effective Amendment
No. 24 to the Registration Statement on Form N-1A of Prudential Natural Resources Fund, Inc. (File No. 33-15166)
filed via EDGAR on July 30, 2002.
(h) (1) Transfer Agency and Service Agreement between the Registrant and Prudential Mutual Fund Services, Inc.,
incorporated by reference to Exhibit 13(a) to the Registration Statement on Form N-14 (File No. 333-6755) filed via
EDGAR on June 25, 1996.
(2) Amendment to Transfer Agency Agreement, incorporated by reference to Exhibit (h)(2) to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on September
29, 1999.
(3) Amendment to Transfer Agency Agreement dated September 4, 2002, incorporated by reference to Exhibit h(3)
to Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A (File No. 33-61997) filed via
EDGAR on December 3, 2003.
(i) Opinion and consent of counsel.*
(j) Consent of Independent Auditors.*
(l) Purchase Agreement, incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 33-61997) filed via EDGAR on February 14, 1996.
(m) (1) Amended and Restated Distribution and Service Plan for Class A Shares, incorporated by reference to Exhibit
15(a) to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A (File No. 33-61997) filed via
EDGAR on June 11, 1998.
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(2) Amended and Restated Distribution and Service Plan for Class B Shares, incorporated by reference to Exhibit
15(b) to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A (File No. 33-61997) filed via
EDGAR on June 11, 1998.
(3) Amended and Restated Distribution and Service Plan for Class C Shares, incorporated by reference to Exhibit
15(c) to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A (File No. 33-61997) filed via
EDGAR on June 11, 1998.
(4) Amended and Restated Distribution and Service Plan for Class A shares dated June 1, 1998, incorporated by
reference to Exhibit (m)(4) to Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A (File
No. 33-61997) filed via Edgar on December 5, 2003.
(5) Amended and Restated Distribution and Service Plan for Class B shares dated June 1, 1998, incorporated by
reference to Exhibit (m)(5) to Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A (File
No. 33-61997) filed via Edgar on December 5, 2003.
(6) Amended and Restated Distribution and Service Plan for Class C shares dated June 1, 1998, incorporated by
reference to Exhibit (m)(6) to Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A (File
No. 33-61997) filed via Edgar on December 5, 2003.
(n) (1) Amended and Restated Rule 18f-3 Plan dated January 23, 2004, incorporated by reference to Exhibit (n)(1) to
Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR
on February 17, 2004.
(p) (1) Amended Code of Ethics of the Registrant dated September 4, 2002, incorporated by reference to Exhibit (p)(1)
to Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A (File No. 33-61997) filed via
EDGAR on December 3, 2003.
(2) Amended Personal Securities Trading Policy of Prudential dated September 4, 2002, incorporated by reference
to Exhibit (p)(2) to Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A (File No. 33-
61997) filed via EDGAR on December 3, 2003.
(3) Code of Ethics of Jennison Associates LLC, incorporated by reference to Exhibit (p)(3) to Post-Effective
Amendment No. 24 to the Registration Statement on Form N-1A of Prudential Natural Resources Fund, Inc. (File
No. 33-15166) filed via EDGAR on July 30, 2002.
(q) (1) Powers of attorney dated August 1, 2003, incorporated by reference to Exhibit (q)(1) to Post-Effective
Amendment No. 21 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on
December 3, 2003.
(2) Powers of attorney dated August 1, 2003, incorporated by reference to Exhibit (q)(2) to Post-Effective
Amendment No. 21 to the Registration Statement on Form N-1A (File No. 33-61997) filed via EDGAR on
December 3, 2003.
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Item 24. Persons Controlled by or under Common Control with the Company.
None.
Item 25. Indemnification.
As permitted by Section 17(h) and (i) of the Investment Company Act of 1940,
as amended (the 1940 Act), and pursuant to Article V of the Company's By-Laws
(Exhibit (b) to the Registration Statement), officers, directors, employees and
agents of the Registrant will not be liable to the Registrant, any shareholder,
officer, director, employee, agent or other person for any action or failure to
act, except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of the Maryland General Corporation Law permits indemnification
of directors who acted in good faith and reasonably believed that the conduct
was in the best interests of the Registrant. As permitted by Section 17(i) of
the 1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibit
(e)(1) to the Registration Statement), Prudential Investment Management
Services LLC 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 directors, 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 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 director, 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 director, 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.
The Registrant has purchased an insurance policy insuring its officers and directors against liabilities, and certain costs of defending claims against such officers and directors, to the extent such officers and directors 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 directors under certain circumstances.
Section 8 of each Management Agreement (Exhibits (d)(1), (3) and (5) to the
Registration Statement) and Section 4 of each Subadvisory Agreement (Exhibits
(d)(2) and (4) to the Registration Statement) limit the liability of Prudential
Investments LLC (PI), Jennison Associates LLC (Jennison) and Prudential
Investment Management, Inc., 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 Securities and Exchange Commission under the 1940 Act so long as the interpretation of Section 17(h) and (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 Securities and Exchange Commission that if there is neither a court determination on the merits that the defendant is not liable nor a court determination that the defendant was not guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of one's office, no indemnification will be permitted unless an independent legal counsel (not including a counsel who does work for either the Registrant, its investment adviser, its principal underwriter or persons affiliated with these persons) determines, based upon a review of the facts, that the person in question was not guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Under its Articles of Incorporation and its By-Laws, the Registrant may advance funds to provide for indemnification. Pursuant to the Securities and Exchange Commission staff's position on Section 17(h) advances will be limited in the following respect:
(1) Any advances must be limited to amounts used, or to be used, for the preparation and/or presentation of a defense to the action (including cost connected with preparation of a settlement);
(2) Any advances must be accompanied by a written promise by, or on behalf of, the recipient to repay that amount of the advance which exceeds the amount to which it is ultimately determined that he is entitled to receive from the Registrant by reason of indemnification;
(3) Such promise must be secured by a surety bond or other suitable insurance; and
(4) Such surety bond or other insurance must be paid for by the recipient of such advance.
Item 26. Business and Other Connections of the Investment Advisers.
(a) Prudential Investments LLC (PI)
See "How the Fund is Managed--Manager" or "How the Portfolios are Managed--Manager" in the applicable Prospectuses and "Investment Advisory and Other Services" in the Statement of Additional Information constituting Part B of this Registration Statement.
The business and other connections of the officers of PI are listed in Schedules A and D of Form ADV of PI as currently on file with the Securities and Exchange Commission, the text of which is hereby incorporated by reference (File No. 801-31104).
The business and other connections of PI's directors and principal executive officers are set forth below. Except as otherwise indicated, the address of each person is Gateway Center Three, Newark, New Jersey 07102-4077.
Name and Address Position with PI Principal Occupations
---------------- ---------------- ---------------------
Robert F. Gunia Executive Vice President and Executive Vice President, and Chief Administrative Officer, PI; Vice
Chief Administrative Officer President, Prudential; President, PIMS; Executive Vice President,
Chief Administrative Officer and Director of American Skandia
Investment Services, Inc.; Executive Vice President and Director of
American Skandia Fund Services, Inc.; Executive Vice President,
Chief Administrative Officer and Director of American Skandia
Advisory Services, Inc.
William V. Healey Executive Vice President and Executive Vice President, and Chief Legal Officer, PI; Vice President
Chief Legal Officer and Associate General Counsel, Prudential; Senior Vice President,
Chief Legal Officer and Secretary, PIMS; Executive Vice President
and Chief Legal Officer of American Skandia Investment Services,
Inc., Executive Vice President and Chief Legal Officer of American
Skandia Fund Services, Inc.; Executive Vice President and Chief
Legal Officer of American Skandia Advisory Services, Inc.
Keithe L. Kinne Executive Vice President Executive Vice President, PI; Executive Vice President and Director of
American Skandia Investment Services, Inc. and Executive Vice
President and Director of American Skandia Advisory Services, Inc.
Kevin B. Osborn Executive Vice President Executive Vice President, PI; Executive Vice President and Director of
American Skandia Investment Services, Inc. and Executive Vice
President and Director of American Skandia Advisory Services, Inc.
Stephen Pelletier Executive Vice President Executive Vice President, PI
Judy A. Rice Officer in Charge, President, Officer-in-Charge, President, Chief Executive Officer and Chief
Chief Executive Officer and Operating Officer of PI; Officer-in-Charge, Director, President, Chief
Chief Operating Officer Executive Officer and Chief Operating Officer of American Skandia
Investment Services, Inc., Officer-in-Charge, Director, President and
Chief Executive Officer of American Skandia Fund Services, Inc.;
Officer-in-Charge, Director, President, Chief Executive Officer and
Chief Operating Officer of American Skandia Advisory Services, Inc.
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(b) Jennison Associates LLC (Jennison)
See "How the Fund is Managed--Investment Adviser" in the Prospectuses of Jennison Equity Opportunity Fund and Jennison Growth Fund and "Investment Advisory and Other Services" in the Statement of Additional Information constituting Part B of this Registration Statement.
The business and other connections of Jennison's directors and principal executive officers are set forth below. Except as otherwise indicated, the address of each person is 466 Lexington Avenue, New York, New York 10017.
Name and Address Principal Occupation
---------------- --------------------
Dennis M. Kass...... Director, Chairman and Chief Executive Officer, Jennison. Director and Vice President,
Prudential Investment Management, Inc. ("PIM"). Director, Prudential Trust Company.
Spiros Segalas...... Director, President and Chief Investment Officer, Jennison.
Michael A. Del Balso Director and Executive Vice President, Jennison.
Karen E. Kohler..... Director and Executive Vice President, Jennison.
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Name and Address Principal Occupation
---------------- --------------------
Kathleen A. McCarragher......... Director and Executive Vice President, Jennison.
Mary-Jane Flaherty.............. Director, Jennison. Managing Director - Strategic Initiatives, PIM. Director and Vice
Gateway Center Three, 15th Floor President, Prudential Asset Management Holding Company ("PAMHC").
100 Mulberry Street
Newark, New Jersey 07102
Philip N. Russo................. Director, Jennison. Director, PIM. Director, PRICOA General Partner Limited. Treasurer, PIM
Gateway Center Three, 15th Floor Warehouse, Inc. ("PIMW"). Chief Financial Officer, Executive Vice President and Treasurer,
100 Mulberry Street PIFM Holdco, Inc. Chief Financial Officer, Executive Vice President and Treasurer,
Newark, New Jersey 07102 Prudential Investments LLC. Chief Financial Officer, Prudential Mutual Fund Services LLC.
Vice President and Director, PIM Investments, Inc. ("PIMI"). Vice President Finance, PIM
Foreign Investments, Inc. ("PIMF"). Chief Financial Officer, Executive Vice President and
Director, American Skandia Investment Services, Incorporated. Chief Financial Officer and
Director, American Skandia Fund Services, Inc. Chief Financial Officer, Executive Vice
President and Director, American Skandia Advisory Services, Inc.
Victor Y. Sim................... Director, Jennison. Vice President Total Compensation, Prudential Financial, Inc. ("PFI").
751 Broad Street, 17th Floor
Newark, New Jersey 07102
John R. Strangfeld.............. Director, Jennison. Vice Chairman, PFI. Director and Chairman, PIM. Director and President,
751 Broad Street, 24th Floor PAMHC. Director, Chairman and Chief Executive Officer, Prudential Securities Group Inc.
Newark, New Jersey 07102 Director, Chairman and Chief Executive Officer, Prudential Equity Group, Inc. Director and
Chairman, PIM Global Financial Strategies, Inc. Director and President, Prudential Capital
and Investment Services, LLC. Chairman, Wachovia Securities, LLC.
Kevin C. Uebelein............... Director, Jennison. Director, Chief Investment Officer, Senior Managing Executive Officer,
Prudential Investment Executive Officer, The Gibraltar Life Insurance Company, Ltd. Senior Vice President, PIM.
Management (Japan), Inc. Director, Prudential Investment Management (Japan), Inc. Director, Asian Infrastructure
Prudential Tower Mezzanine Capital Fund.
2-13-10 Nagata-cho, Chiyoda-ku
Tokyo, 100-0014 Japan
Bernard B. Winograd............. Director, Jennison. Director, Chief Executive Officer and President, PIM. Director and Vice
Gateway Center Three, 15th Floor President, PAMHC. Director and Chairman, PIMW. Director and Chairman, PIC Holdings
100 Mulberry Street Limited. Trustee, 745 Property Investments. Executive Vice President, Prudential
Newark, New Jersey 07102 Investment Management Services LLC. Director and President, PIMI. President, PIMF.
Signatory Second Vice President, The Prudential Insurance Company of America.
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(c) Prudential Investment Management, Inc. (PIM)
See "How the Fund is Managed--Investment Adviser" in the Prospectus of Dryden Active Allocation Fund, "How the Portfolios are Managed--Investment Adviser" in the Prospectus of JennisonDryden Asset Allocation Portfolios and "Investment Advisory and Other Services" in the Statement of Additional Information constituting Part B of this Registration Statement.
The business and other connections of PIM's directors and executive officers are as set forth below. The address of each person is Prudential Plaza, Newark, New Jersey 07102.
The business and other connections of PIM's directors and executive officers are set forth below. Except as otherwise indicated, the address of each person is Gateway Center Three, Newark, NJ 07102.
Name and Address Position with PIM Principal Occupations
---------------- ----------------- ---------------------
Matthew J. Chanin...... Director and Senior Vice Director and President of Prudential Equity Investors, Inc.; Chairman,
Gateway Center Four President Director and President of Prudential Private Placement Investors,
Newark, NJ 07102 Inc.
Dennis M. Kass......... Director and Vice President Chairman & CEO and Director of Jennison Associates LLC; Director of
18th Floor Prudential Trust Company
466 Lexington Avenue
New York, NY 10017
Philip N. Russo........ Director Director of Jennison Associates LLC; Executive Vice President, Chief
Financial Officer and Treasurer, PI
John R. Strangfeld, Jr. Chairman of the Board and Vice Chairman of Prudential Financial, Inc.: Chairman, Director and
Director CEO of Prudential Securities Group; Director and President of
Prudential Asset Management Holding Company; Director of
Jennison Associates LLC; Executive Vice President of the Prudential
Insurance Company of America.
James J. Sullivan...... Director, Senior Vice Chairman, Director, President and CEO of Prudential Trust Company;
Gateway Center Two President and Senior Director and President of The Prudential Asset Management
Newark, NJ 07102 Managing Director Company, Inc.
Bernard Winograd....... Director, President & CEO Senior Vice President of Prudential Financial, Inc.; Director of Jennison
Associates, LLC; Director and Vice President of Prudential Asset
Management Holding Company
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Item 27. Principal Underwriters.
(a) Prudential Investment Management Services LLC (PIMS)
PIMS is distributor for Cash Accumulation Trust, COMMAND Money Fund, COMMAND Government Fund, COMMAND Tax-Free Fund, Dryden Ultra Short Bond Fund, Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund), Dryden California Municipal Fund, Strategic Partners Equity Fund, Inc., Prudential Europe Growth 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., Dryden MoneyMart Assets, Inc., Dryden Municipal Bond Fund, Dryden Municipal Series Fund, Dryden National Municipals Fund, Inc., Dryden Natural Resources Fund, Inc., Prudential Pacific Growth Fund, Inc., Strategic Partners Real Estate Securities Fund, Jennison Sector Funds, Inc., Dryden Short-Term Corporate Bond Fund, Inc., Jennison Small Company Fund, Inc., Dryden Tax-Free Money Fund, Inc., Dryden Tax-Managed Funds, Prudential Tax-Managed Small-Cap Fund, Inc., Prudential 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 Opportunity Funds, Strategic Partners Style Specific Funds, The Prudential Investment Portfolios, Inc. and The Target Portfolio Trust.
PIMS is also distributor of the following unit investment trusts: Separate Accounts: Prudential's Gibraltar Fund, Inc., 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) Information concerning the directors and officers of PIMS is set forth below:
Positions and Offices with Positions and Offices
Name/(1)/ Underwriter with Registrant
--------- -------------------------- ---------------------
Edward P. Baird....... Executive Vice President None
C. Edward Chaplin..... Executive Vice President and Treasurer None
751 Broad Street
Newark, NJ 07102
Kenneth J. Schindler.. Senior Vice President and Chief Compliance Officer None
751 Broad St.
Newark, NJ 07102
Margaret Deverell..... Senior Vice President and Chief Financial Officer None
213 Washington Street
Newark, NJ 07102
Robert F. Gunia....... President Vice President and Director
William V. Healey..... Senior Vice President, Secretary and Chief Legal Officer None
Michael J. McQuade.... Senior Vice President None
David R. Odenath...... Executive Vice President None
Stephen Pelletier..... Executive Vice President None
Scott G. Sleyster..... Executive Vice President None
71 Hanover Road
Florham Park, NJ 07932
Bernard B. Winograd... Executive Vice President None
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(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 State Street Bank and Trust Company, One Heritage Drive, North Quincy, Massachusetts, 02171, Jennison Associates LLC, 466 Lexington Avenue, New York, New York 10017, the Registrant, PI and PIM, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077 and Prudential Mutual Fund Services LLC, 194 Wood Avenue South, Iselin, New Jersey 08830. Documents required by Rules 31a-1(b)(5), (6), (7), (9), (10) and (11), 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, New Jersey 07102-4077 and the remaining accounts, books and other documents required by such other pertinent provisions of Section 31(a) and the Rules promulgated thereunder will be kept by State Street Bank and Trust Company and Prudential Mutual Fund Services LLC.
Item 29. Management Services.
Other than as set forth under the captions "How the Fund is Managed--Manager," "How the Fund is Managed--Investment Advisers" and "How the Fund is Managed--Distributor" in the Prospectuses of Jennison Growth Fund, Dryden Active Allocation Fund and Jennison Equity Opportunity Fund, the captions "How the Portfolios are Managed--Manager," "How the Portfolios are Managed--Investment Adviser" and "How the Portfolios are Managed--Distributor" in the Prospectus of JennisonDryden Asset Allocation Portfolios and the caption "Investment Advisory and Other Services" in the Statement of Additional Information, the Registrant is not a party to any management-related service contract.
Item 30. Undertakings.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Newark, and State of New Jersey, on the 26th day of February, 2004.
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
/s/ Judy A. Rice
________________________________________________________
Judy A. Rice, President
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Grace C. Torres February 26, 2004
----------------------- Treasurer and Principal Financial
Grace C. Torres and Accounting Officer
*
----------------------- Director
David E. A. Carson
*
----------------------- Director
Robert E La Blanc
*
----------------------- Director
Robert F. Gunia
*
----------------------- Director
Douglas H. McCorkindale
*
----------------------- Director
Richard A. Redeker
*
----------------------- Director
Judy A. Rice
*
-----------------------
Robin B. Smith Director
* Director
-----------------------
Stephen Stoneburn
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Signature Title Date
--------- ----- ----
* Director
---------------------------
Clay T. Whitehead
*By /s/ Lori E. Bostrom
--------------------------- February 26, 2004
Lori E. Bostrom
Attorney-in-fact
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THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
EXHIBIT INDEX
Exhibit Number Description ------ ----------- (a)(11) Articles Supplementary.* (i) Opinion and Consent of Counsel.* (j) Consent of Independent Auditors.* |
Exhibit (a)(11)
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
ARTICLES SUPPLEMENTARY
INCREASING AND CLASSIFYING AUTHORIZED STOCK
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC., a Maryland corporation, having its principal office in Baltimore City, Maryland (hereinafter called the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation is registered as an open-end company under the Investment Company Act of 1940, as amended (the "1940 Act").
SECOND: The Board of Directors has duly increased the total number of shares of capital stock that the Corporation has authority to issue from 3,250,000,000 shares of Common Stock, par value $.001 per share, to 6,250,000,000 shares of Common Stock, par value $.001 per share. The Board of Directors has further classified all of the newly authorized 3,000,000,000 shares of the Common Stock of the Corporation as (i) 1,000,000,000 shares of Common Stock, par value $.001 per share, of the JennisonDryden Conservative Allocation Fund (consisting of Class A, Class B, Class C, and Class Z Common Stock as provided in Article FOURTH below), (ii) 1,000,000,000 shares of Common Stock, par value $.001 per share, of the JennisonDryden Moderate Allocation Fund (consisting of Class A, Class B, Class C, and Class Z Common Stock as provided in Article FOURTH below); and (iii) 1,000,000,000 shares of Common Stock, par value $.001 per share, of the JennisonDryden Growth Allocation Fund (consisting of Class A, Class B, Class C, and Class Z Common Stock as provided in Article FOURTH below).
THIRD: As of immediately before the increase and classification, the total number of shares of all classes and series of stock which the Corporation has authority to issue is 3,250,000,000 shares of Common Stock, par value $.001 per share, having an aggregate par value of $3,250,000, classified and designated as follows:
Jennison Growth Fund
Class A Common Stock 250,000,000 shares
Class B Common Stock 250,000,000 shares
Class C Common Stock 250,000,000 shares
Class I Common Stock 250,000,000 shares
Class Z Common Stock 250,000,000 shares
Total 1,250,000,000 shares
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Jennison Equity Opportunity Fund
Class A Common Stock 250,000,000 shares
Class B Common Stock 250,000,000 shares
Class C Common Stock 250,000,000 shares
Class Z Common Stock 250,000,000 shares
Total 1,000,000,000 shares
Dryden Active Balanced Fund
Class A Common Stock 250,000,000 shares
Class B Common Stock 250,000,000 shares
Class C Common Stock 250,000,000 shares
Class Z Common Stock 250,000,000 shares
Total 1,000,000,000 shares
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FOURTH: As of immediately after the increase and classification, the total number of shares of all classes and series of stock which the Corporation has authority to issue is 6,250,000,000 shares of Common Stock, par value $.001 per share, having an aggregate par value of $6,250,000, classified and designated as follows:
Jennison Growth Fund
Class A Common Stock 250,000,000 shares
Class B Common Stock 250,000,000 shares
Class C Common Stock 250,000,000 shares
Class I Common Stock 250,000,000 shares
Class Z Common Stock 250,000,000 shares
Total 1,250,000,000 shares
Jennison Equity Opportunity Fund
Class A Common Stock 250,000,000 shares
Class B Common Stock 250,000,000 shares
Class C Common Stock 250,000,000 shares
Class Z Common Stock 250,000,000 shares
Total 1,000,000,000 shares
Dryden Active Balanced Fund
Class A Common Stock 250,000,000 shares
Class B Common Stock 250,000,000 shares
Class C Common Stock 250,000,000 shares
Class Z Common Stock 250,000,000 shares
Total 1,000,000,000 shares
2
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JennisonDryden Conservative Allocation Fund
Class A Common Stock 250,000,000 shares
Class B Common Stock 250,000,000 shares
Class C Common Stock 250,000,000 shares
Class Z Common Stock 250,000,000 shares
Total 1,000,000,000 shares
JennisonDryden Moderate Allocation Fund
Class A Common Stock 250,000,000 shares
Class B Common Stock 250,000,000 shares
Class C Common Stock 250,000,000 shares
Class Z Common Stock 250,000,000 shares
Total 1,000,000,000 shares
JennisonDryden Growth Allocation Fund
Class A Common Stock 250,000,000 shares
Class B Common Stock 250,000,000 shares
Class C Common Stock 250,000,000 shares
Class Z Common Stock 250,000,000 shares
Total 1,000,000,000 shares
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FIFTH: (a) The foregoing does not change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption, as set forth in the Charter, of the classes and series of the capital stock of the Corporation existing before the increase.
(b) The terms of each newly authorized and classified shares of the classes of the JennisonDryden Conservative Allocation Fund, the JennisonDryden Moderate Allocation Fund, and the JennisonDryden Growth Allocation Fund of the Corporation (including the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption) shall be as set forth in the Charter for the corresponding classes of Common Stock of the Corporation existing before the increase. Pursuant to the Charter, the Board of Directors may establish such fees and sales charges in accordance with the 1940 Act and the applicable rules and regulations of the National Association of Securities Dealers, Inc.
SIXTH: The foregoing increase and classification has been approved by a majority of the entire Board of Directors pursuant to authority expressly granted to the Board of Directors by Section 2-105(c) of the Maryland General Corporation Law and by Article IV of the Charter of the Corporation.
SEVENTH: The foregoing articles shall become effective upon filing with the State Department of Assessments and Taxation of Maryland.
IN WITNESS WHEREOF, THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC., has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on February 18, 2004.
WITNESS: THE PRUDENTIAL INVESTMENT
PORTFOLIOS, INC.
By: /s/ Lori E. Bostrom By: Judy A. Rice
---------------------- ------------------------
Lori E. Bostrom, Secretary Judy A. Rice, President
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THE UNDERSIGNED, President of THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC., who executed on behalf of the Corporation the foregoing Articles of Amendment of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Amendment to be the corporate act of said Corporation and hereby certifies that to the best of her knowledge, information, and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.
By: /s/ Judy A. Rice
------------------------
Judy A. Rice, President
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Exhibit (i)
6225 Smith Avenue
Baltimore, Maryland 21209-3600
Main 410.580.3000 fax 410.580.3001
February 18, 2004
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
Ladies and Gentlemen:
We have served as special Maryland counsel to The Prudential Investment Portfolios, Inc., a Maryland corporation (the "Company"), in connection with the registration by the Company of up to 6,250,000,000 shares (the "Shares") of its Common Stock, par value $.001 per share (the "Common Stock"), divided into five classes, designated as the Class A, Class B, Class C, Class I, and Class Z Common Stock, respectively, pursuant to a Registration Statement on Form N-1A, as amended (Form Nos. 333-61997 and 811-07343) (the "Registration Statement"), to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"). This opinion is being rendered at your request in connection with the filing of the Registration Statement.
In rendering the opinion expressed herein, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
(a) The Charter of the Company, as amended, corrected, and supplemented to the date hereof (the "Charter"), certified by the State Department of Assessments and Taxation of Maryland (the "MSDAT").
(b) The By-Laws of the Company, as amended and restated and in effect on the date hereof.
(c) The Registration Statement, as amended to date.
(d) The proceedings of the Board of Directors of the Company relating to the authorization and issuance of the Shares in accordance with the Registration Statement.
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
February 18, 2004
(e) A Certificate of an Officer of the Company (the "Certificate"), dated the date hereof, as to certain factual matters.
(f) A short-form Good Standing Certificate, dated a recent date, issued by the MSDAT.
(g) Such other statutes, certificates, instruments, and documents relating to the Company and matters of law as we have deemed necessary to the issuance of this opinion.
In our examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the conformity of final documents in all material respects to the versions thereof submitted to us in draft form, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), the absence of other agreements or understandings among the parties that would modify the terms of the proposed transactions or the respective rights or obligations of the parties thereunder, and the accuracy and completeness of all public records reviewed by us. As to any facts material to this opinion which we did not independently establish or verify, we have relied solely on the Certificate.
Based upon the foregoing, subject to the additional assumptions, qualifications, and limitations below, having regard for such legal considerations as we deem relevant, and limited in all respects to applicable Maryland law, we are of the opinion and advise you that:
(1) The Company is duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.
(2) The Shares to be issued by the Company pursuant to the Registration Statement have been duly authorized and, when issued as contemplated in the Registration Statement and in accordance with the resolutions authorizing their issuance, will be validly issued, fully paid, and nonassessable.
In addition to the qualifications set forth above, this opinion is subject to the following further assumptions, qualifications, and limitations:
(A) We have made no investigation of, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of Maryland. To the extent that any documents referred to herein are governed by the laws of a jurisdiction other than Maryland, we have assumed that the laws of such jurisdiction are the same as the laws of Maryland.
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
February 18, 2004
(B) This opinion concerns only the effect of the laws (exclusive of the principles of conflict of laws) of the State of Maryland as currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if any facts or circumstances come to our attention after the date hereof that might change this opinion.
(C) We express no opinion as to compliance with the securities (or "blue sky") laws of the State of Maryland.
(D) We assume that the issuance of the Shares will not cause the Company to issue shares of its Common Stock in excess of the number of shares of such class or series authorized by the Charter at the time of issuance of the Shares.
(E) This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder. This opinion is solely for your use in connection with the Registration Statement and may not be relied on by any other person or in any other connection without our prior written approval; provided, however, that Sullivan & Cromwell LLP may rely on this opinion in connection with its opinions delivered in connection with the Registration Statement and the transactions contemplated thereby.
Very truly yours,
/s/ Piper Rudnick LLP --------------------------- Piper Rudnick LLP |
Exhibit (j)
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated November 20, 2003 and November 25, 2003, relating to the financial statements and financial highlights which appear in the September 30, 2003 Annual Reports to Shareholders of The Prudential Investment Portfolios, Inc. (relating to Jennison Growth Fund, Jennison Equity Opportunity Fund and Dryden Active Allocation Fund, formerly Dryden Active Balanced Fund), which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Other Service Providers" and "Financial Statements" incorporated by reference in such Registration Statement.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York February 24, 2004 |