-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASRLHjdPVEbzdXkI0KBrro2qyK4i5PYkD780gUrANWDsp9pwroYctPDoYplKGf2T ysv/YtMKpp5B6vp37V14dA== 0000940400-06-000256.txt : 20060403 0000940400-06-000256.hdr.sgml : 20060403 20060403171551 ACCESSION NUMBER: 0000940400-06-000256 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060131 FILED AS OF DATE: 20060403 DATE AS OF CHANGE: 20060403 EFFECTIVENESS DATE: 20060403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC PARTNERS ASSET ALLOCATION FUNDS CENTRAL INDEX KEY: 0001067442 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: 1940 Act SEC FILE NUMBER: 811-08915 FILM NUMBER: 06734483 BUSINESS ADDRESS: STREET 1: GATEWAY CENTER THREE, 4TH FLOOR STREET 2: 100 MULBERRY STREET CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 9738026469 MAIL ADDRESS: STREET 1: GATEWAY CENTER THREE, 4TH FLOOR STREET 2: 100 MULBERRY STREET CITY: NEWARK STATE: NJ ZIP: 07102 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL DIVERSIFIED FUNDS DATE OF NAME CHANGE: 19980930 FORMER COMPANY: FORMER CONFORMED NAME: PRUDENTIAL DIVERSIFIED SERIES DATE OF NAME CHANGE: 19980803 0001067442 S000004703 STRATEGIC PARTNERS CONSERVATIVE ALLOCATION FUND C000012790 Class M C000012791 Class X C000012792 Class R PCLRX C000012793 Class A PCGAX C000012794 Class B PBCFX C000012795 Class C PCCFX C000012796 Class Z PDCZX 0001067442 S000004704 STRATEGIC PARTNERS MODERATE ALLOCATION FUND C000012797 Class M C000012798 Class X C000012799 Class R SPMRX C000012800 Class A PAMGX C000012801 Class B DMGBX C000012802 Class C PIMGX C000012803 Class Z PDMZX 0001067442 S000004705 STRATEGIC PARTNERS GROWTH ALLOCATION FUND C000012804 Class M C000012805 Class X C000012806 Class R PGARX C000012807 Class A PHGAX C000012808 Class B PIHGX C000012809 Class C PHGCX C000012810 Class Z PDHZX NSAR-A 1 spasset.fil PAGE 1 000 A000000 01/31/2006 000 C000000 0001067442 000 D000000 N 000 E000000 F 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 STRATEGIC PARTNERS ASSET ALLOCATION FUNDS 001 B000000 811-08915 001 C000000 9738026469 002 A000000 100 MULBERRY STREET 002 B000000 NEWARK 002 C000000 NJ 002 D010000 07102 002 D020000 4077 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 3 007 C010100 1 007 C020100 STRATEGIC PARTNERS CONSERVATIVE ALLOCATION FU 007 C030100 N 007 C010200 2 007 C020200 STRATEGIC PARTNERS MODERATE ALLOCATION FUND 007 C030200 N 007 C010300 3 007 C020300 STRATEGIC PARNTERS GROWTH ALLOCATION FUND 007 C030300 N 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 010 A00AA01 PRUDENTIAL INVESTMENTS LLC 010 B00AA01 2-31104 010 C01AA01 NEWARK 010 C02AA01 NJ 010 C03AA01 07102 010 C04AA01 4077 011 A00AA01 PRUDENTIAL INVESTMENT MANAGEMENT SERVICES 011 B00AA01 8-36540 011 C01AA01 NEWARK 011 C02AA01 NJ 011 C03AA01 07102 012 A00AA01 PRUDENTIAL MUTUAL FUND SERVICES LLC PAGE 2 012 B00AA01 84-5681 012 C01AA01 ISELIN 012 C02AA01 NJ 012 C03AA01 08830 013 A00AA01 KPMG LLP 013 B01AA01 NEW YORK 013 B02AA01 NY 013 B03AA01 10017 014 A00AA01 WACHOVIA SECURITIES LLC 014 B00AA01 8-37180 014 A00AA02 PRUCO SECURITIES LLC 014 B00AA02 8-16402 014 A00AA03 PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC 014 B00AA03 8-36540 014 A00AA04 WEXFORD CLEARING SERVICES LLC 014 B00AA04 8-48636 014 A00AA05 PRUDENTIAL EQUITY GROUP LLC 014 B00AA05 8-27154 014 A00AA06 FIRST CLEARING LLC 014 B00AA06 8-35158 014 A00AA07 AMERICAN SKANDIA MARKETING, INC. 014 B00AA07 8-39058 014 A00AA08 PRUGLOBAL SECURITIES LLC 014 B00AA08 8-66040 014 A00AA09 WACHOVIA SECURITIES FINANCIAL NETWORK, LLC 014 B00AA09 8-28721 015 A00AA01 PFPC TRUST COMPANY 015 B00AA01 C 015 C01AA01 PHILADELPHIA 015 C02AA01 PA 015 C03AA01 19153 015 E01AA01 X 015 A00AA02 CITIBANK PTY LIMITED 015 B00AA02 S 015 C01AA02 MELBOURNE 015 D01AA02 AUSTRALIA 015 E04AA02 X 015 A00AA03 CITIBANK N.A. MILAN BRANCH 015 B00AA03 S 015 C01AA03 MILAN 015 D01AA03 AUSTRIA 015 E04AA03 X 015 A00AA04 FORTIS BANK (NEDERLAND) NV 015 B00AA04 S 015 C01AA04 BRUSSELS 015 D01AA04 BELGIUM 015 E04AA04 X 015 A00AA05 CITIBANK CANADA 015 B00AA05 S 015 C01AA05 TORONTO 015 D01AA05 CANADA PAGE 3 015 E04AA05 X 015 A00AA06 CITIBANK A.S. PRAHA 015 B00AA06 S 015 C01AA06 PRAGUE 015 D01AA06 CZECH REPUBLIC 015 E04AA06 X 015 A00AA07 NORDEA DENMARK 015 B00AA07 S 015 C01AA07 COPENHAGEN 015 D01AA07 DENMARK 015 E04AA07 X 015 A00AA08 EUROCLEAR BANK 015 B00AA08 S 015 C01AA08 EUROMARKETS 015 D01AA08 EUROCLEAR 015 E04AA08 X 015 A00AA09 NORDEA BANK FINLAND 015 B00AA09 S 015 C01AA09 HELSINKI 015 D01AA09 FINLAND 015 E04AA09 X 015 A00AA10 CITIBANK INTERNATIONAL PLC 015 B00AA10 S 015 C01AA10 PARIS 015 D01AA10 FRANCE 015 E04AA10 X 015 A00AA11 CITIBANK AKTIENGESELLSCHAFT 015 B00AA11 S 015 C01AA11 BERLIN 015 D01AA11 GERMANY 015 E04AA11 X 015 A00AA12 CITIBANK INTERNATIONAL PLC 015 B00AA12 S 015 C01AA12 ATHENS 015 D01AA12 GREECE 015 E04AA12 X 015 A00AA13 CITIBANK N.A. 015 B00AA13 S 015 C01AA13 KOWLOON 015 D01AA13 HONG KONG 015 E04AA13 X 015 A00AA14 CITIBANK TR., BUDAPEST 015 B00AA14 S 015 C01AA14 BUDAPEST 015 D01AA14 HUNGARY 015 E04AA14 X 015 A00AA15 CITIBANK INTERNATIONAL PLC 015 B00AA15 S 015 C01AA15 DUBLIN 015 D01AA15 IRELAND 015 E04AA15 X PAGE 4 015 A00AA16 CITIBANK N.A. 015 B00AA16 S 015 C01AA16 MILAN 015 D01AA16 ITALY 015 E04AA16 X 015 A00AA17 CITIBANK N.A. TOKYO BRANCH 015 B00AA17 S 015 C01AA17 TOKYO 015 D01AA17 JAPAN 015 E04AA17 X 015 A00AA18 CITIBANK INTERNATIONAL PLC 015 B00AA18 S 015 C01AA18 AMSTERDAM 015 D01AA18 NETHERLANDS 015 E04AA18 X 015 A00AA19 CITIBANK NOMINEES NEW ZEALAND LIMITED 015 B00AA19 S 015 C01AA19 AUCKLAND 015 D01AA19 NEW ZEALAND 015 E04AA19 X 015 A00AA20 CITIBANK BERHAD 015 B00AA20 S 015 C01AA20 BERHAD 015 D01AA20 MALAYSIA 015 E04AA20 X 015 A00AA21 BANCO NACIONAL DE MEXICO, S.A. 015 B00AA21 S 015 C01AA21 MEXICO CITY 015 D01AA21 MEXICO 015 E04AA21 X 015 A00AA22 NORDEA BANK NORGE ASA 015 B00AA22 S 015 C01AA22 OSLO 015 D01AA22 NORWAY 015 E04AA22 X 015 A00AA23 BANK HANDLOWY W WARSZAWIE SA 015 B00AA23 S 015 C01AA23 WARSAW 015 D01AA23 POLAND 015 E04AA23 X 015 A00AA24 CITIBANK INTERNATIONAL PLC 015 B00AA24 S 015 C01AA24 LISBON 015 D01AA24 PORTUGAL 015 E04AA24 X 015 A00AA25 CITIBANK N.A. SINGAPORE BRANCH 015 B00AA25 S 015 C01AA25 SINGAPORE 015 D01AA25 SINGAPORE 015 E04AA25 X 015 A00AA26 CITIBANK (SLOVAKIA) A.S. PAGE 5 015 B00AA26 S 015 C01AA26 BRATISLAVA 015 D01AA26 SLOVAKIA 015 E04AA26 X 015 A00AA27 CITIBANK JOHANNESBURG 015 B00AA27 S 015 C01AA27 JOHANNESBURG 015 D01AA27 SOUTH AFRICA 015 E04AA27 X 015 A00AA28 CITIBANK INTERNATIONAL PLC 015 B00AA28 S 015 C01AA28 MADRID 015 D01AA28 SPAIN 015 E04AA28 X 015 A00AA29 SKANDINAVISKA ENSKILDA BANKEN AB 015 B00AA29 S 015 C01AA29 STOCKHOLM 015 D01AA29 SWEDEN 015 E04AA29 X 015 A00AA30 CITIBANK N.A. 015 B00AA30 S 015 C01AA30 ZURICH 015 D01AA30 SWITZERLAND 015 E04AA30 X 015 A00AA31 CITIBANK N.A. 015 B00AA31 S 015 C01AA31 BANGKOK 015 D01AA31 THAILAND 015 E04AA31 X 015 A00AA32 CITIBANK N.A. 015 B00AA32 S 015 C01AA32 LONDON 015 D01AA32 UNITED KINGDOM 015 E04AA32 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 158 019 C00AA00 PRUDENTIAL 020 A000001 GOLDMAN SACHS GROUP, INC. 020 B000001 13-5108880 020 C000001 27 020 A000002 MERRILL LYNCH & CO., INC. 020 B000002 13-5674085 020 C000002 26 020 A000003 MORGAN STANLEY 020 B000003 13-5265596 020 C000003 20 020 A000004 SALOMON SMITH BARNEY 020 B000004 13-2919773 020 C000004 20 020 A000005 LEHMAN BROTHERS HOLDINGS, INC. PAGE 6 020 B000005 13-2518466 020 C000005 19 020 A000006 LIQUIDNET 020 B000006 13-4095933 020 C000006 17 020 A000007 KNIGHT SECURITIES, LP 020 B000007 22-3660471 020 C000007 15 020 A000008 BEAR STEARNS & CO., INC. 020 B000008 13-3299429 020 C000008 12 020 A000009 JEFFERIES GROUP, INC. 020 B000009 95-2622900 020 C000009 9 020 A000010 CITIGROUP, INC. 020 B000010 11-2418191 020 C000010 9 021 000000 389 022 A000001 CREDIT SUISSE FIRST BOSTON 022 B000001 13-5659485 022 C000001 869901 022 D000001 826612 022 A000002 LEHMAN BROTHERS HOLDINGS, INC. 022 B000002 13-2518466 022 C000002 584771 022 D000002 618400 022 A000003 UBS WARBURG, LLC 022 B000003 13-3872456 022 C000003 630675 022 D000003 570597 022 A000004 GOLDMAN SACHS GROUP, INC. 022 B000004 13-5108880 022 C000004 546023 022 D000004 469727 022 A000005 MUTUAL FUND AGENT 022 B000005 52-0809428 022 C000005 265903 022 D000005 240697 022 A000006 BARCLAYS BANK PLC 022 B000006 58-1555058 022 C000006 151885 022 D000006 204519 022 A000007 MORGAN STANLEY 022 B000007 13-5265596 022 C000007 158254 022 D000007 168172 022 A000008 MERRILL LYNCH & CO., INC. 022 B000008 13-5674085 022 C000008 160469 022 D000008 126825 022 A000009 BANC OF AMERICA SECURITIES, LLC PAGE 7 022 B000009 56-0906609 022 C000009 60002 022 D000009 65676 022 A000010 JPMORGAN CHASE & CO. 022 B000010 13-2620448 022 C000010 80512 022 D000010 38920 023 C000000 3826586 023 D000000 3584679 026 A000000 N 026 B000000 Y 026 C000000 N 026 D000000 Y 026 E000000 N 026 F000000 N 026 G010000 N 026 G020000 N 026 H000000 N 027 000000 Y 037 00AA00 N 038 00AA00 0 039 00AA00 N 040 00AA00 Y 041 00AA00 Y 045 00AA00 Y 046 00AA00 Y 047 00AA00 Y 048 00AA00 0.000 048 A01AA00 500000 048 A02AA00 0.750 048 B01AA00 500000 048 B02AA00 0.700 048 C01AA00 0 048 C02AA00 0.000 048 D01AA00 0 048 D02AA00 0.000 048 E01AA00 0 048 E02AA00 0.000 048 F01AA00 0 048 F02AA00 0.000 048 G01AA00 0 048 G02AA00 0.000 048 H01AA00 0 048 H02AA00 0.000 048 I01AA00 0 048 I02AA00 0.000 048 J01AA00 0 048 J02AA00 0.000 048 K01AA00 1000000 048 K02AA00 0.650 049 00AA00 N PAGE 8 050 00AA00 N 051 00AA00 N 052 00AA00 N 053 A00AA00 N 054 A00AA00 Y 054 B00AA00 Y 054 C00AA00 N 054 D00AA00 N 054 E00AA00 N 054 F00AA00 N 054 G00AA00 N 054 H00AA00 Y 054 I00AA00 N 054 J00AA00 Y 054 K00AA00 N 054 L00AA00 N 054 M00AA00 N 054 N00AA00 N 054 O00AA00 N 055 A00AA00 N 055 B00AA00 N 056 00AA00 Y 057 00AA00 N 058 A00AA00 N 059 00AA00 Y 060 A00AA00 Y 060 B00AA00 Y 061 00AA00 0 062 A00AA00 N 062 B00AA00 0.0 062 C00AA00 0.0 062 D00AA00 0.0 062 E00AA00 0.0 062 F00AA00 0.0 062 G00AA00 0.0 062 H00AA00 0.0 062 I00AA00 0.0 062 J00AA00 0.0 062 K00AA00 0.0 062 L00AA00 0.0 062 M00AA00 0.0 062 N00AA00 0.0 062 O00AA00 0.0 062 P00AA00 0.0 062 Q00AA00 0.0 062 R00AA00 0.0 063 A00AA00 0 063 B00AA00 0.0 077 A000000 Y 077 B000000 N 077 C000000 N PAGE 9 077 D000000 Y 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 Y 077 P000000 N 077 Q010000 N 077 Q020000 N 077 Q030000 N 078 000000 N 080 C00AA00 0 081 B00AA00 0 082 B00AA00 0 083 B00AA00 0 084 B00AA00 0 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 008 A000101 PRUDENTIAL INVESTMENTS LLC 008 B000101 A 008 C000101 801-31104 008 D010101 NEWARK 008 D020101 NJ 008 D030101 07102 008 D040101 4077 008 A000102 HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC 008 B000102 S 008 C000102 801-60512 008 D010102 LOS ANGELES 008 D020102 CA 008 D030102 90017 008 D040102 5439 008 A000103 GOLDMAN SACHS ASSET MANAGEMENT LP 008 B000103 S 008 C000103 801-16048 PAGE 10 008 D010103 NEW YORK 008 D020103 NY 008 D030103 10005 008 A000104 PACIFIC INVESTMENT MANAGEMENT LLC 008 B000104 S 008 C000104 801-48187 008 D010104 NEWPORT BEACH 008 D020104 CA 008 D030104 92660 008 A000105 RS INVESTMENT MANAGEMENT LP 008 B000105 S 008 C000105 801-44125 008 D010105 SAN FRANCISCO 008 D020105 CA 008 D030105 94111 008 D040105 5311 008 A000106 EARNEST PARTNERS, LLC 008 B000106 S 008 C000106 801-56189 008 D010106 ATLANTA 008 D020106 GA 008 D030106 30309 008 A000107 JPMORGAN ASSET MANAGEMENT 008 B000107 S 008 C000107 801-21011 008 D010107 NEW YORK 008 D020107 NY 008 D030107 10036 008 A000108 VAUGHN NELSON INVESTMENT MANAGEMENT, LP 008 B000108 S 008 C000108 801-51795 008 D010108 HOUSTON 008 D020108 TX 008 D030108 77002 008 D040108 3071 008 A000109 MARSICO CAPITAL MANAGEMENT, LLC 008 B000109 S 008 C000109 801-54914 008 D010109 DENVER 008 D020109 CO 008 D030109 80202 008 D040109 5824 008 A000110 NFJ INVESTMENT GROUP L.P. 008 B000110 S 008 C000110 801-47940 008 D010110 DALLAS 008 D020110 TX 008 D030110 75201 024 000100 Y 025 A000101 MERRILL LYNCH & CO., INC. 025 B000101 13-5674085 PAGE 11 025 C000101 E 025 D000101 300 025 A000102 GOLDMAN SACHS GROUP, INC. 025 B000102 13-5108880 025 C000102 E 025 D000102 960 025 A000103 MORGAN STANLEY 025 B000103 94-1671384 025 C000103 E 025 D000103 258 025 A000104 BANK OF AMERICA CORP. 025 B000104 56-0906609 025 C000104 E 025 D000104 1387 025 A000105 CITIGROUP, INC. 025 B000105 11-2418191 025 C000105 E 025 D000105 1165 025 A000106 JPMORGAN CHASE & CO. 025 B000106 13-2620448 025 C000106 E 025 D000106 187 025 A000107 LEHMAN BROTHERS HOLDINGS, INC. 025 B000107 13-2518466 025 C000107 E 025 D000107 999 025 A000108 JEFFERIES GROUP, INC. 025 B000108 95-2622900 025 C000108 E 025 D000108 131 025 A000109 BEAR STEARNS & CO., INC. 025 B000109 13-3299429 025 C000109 D 025 D000109 401 025 D000110 0 025 D000111 0 025 D000112 0 025 D000113 0 025 D000114 0 025 D000115 0 025 D000116 0 028 A010100 2708 028 A020100 0 028 A030100 0 028 A040100 5265 028 B010100 4341 028 B020100 0 028 B030100 0 028 B040100 3808 028 C010100 7873 028 C020100 1021 PAGE 12 028 C030100 0 028 C040100 4766 028 D010100 2820 028 D020100 0 028 D030100 0 028 D040100 4715 028 E010100 3250 028 E020100 18277 028 E030100 0 028 E040100 5957 028 F010100 3146 028 F020100 0 028 F030100 0 028 F040100 5357 028 G010100 24138 028 G020100 19298 028 G030100 0 028 G040100 29868 028 H000100 8860 029 000100 Y 030 A000100 190 030 B000100 5.50 030 C000100 0.00 031 A000100 22 031 B000100 0 032 000100 14 033 000100 154 034 000100 Y 035 000100 92 036 A000100 N 036 B000100 0 042 A000100 0 042 B000100 0 042 C000100 0 042 D000100 100 042 E000100 0 042 F000100 0 042 G000100 0 042 H000100 0 043 000100 861 044 000100 0 066 A000100 Y 066 B000100 N 066 C000100 N 066 D000100 N 066 E000100 Y 066 F000100 N 066 G000100 N 067 000100 Y 068 A000100 N 068 B000100 N PAGE 13 069 000100 N 070 A010100 Y 070 A020100 Y 070 B010100 Y 070 B020100 N 070 C010100 Y 070 C020100 Y 070 D010100 Y 070 D020100 N 070 E010100 Y 070 E020100 Y 070 F010100 Y 070 F020100 N 070 G010100 Y 070 G020100 Y 070 H010100 Y 070 H020100 N 070 I010100 N 070 I020100 N 070 J010100 Y 070 J020100 Y 070 K010100 Y 070 K020100 Y 070 L010100 Y 070 L020100 Y 070 M010100 Y 070 M020100 Y 070 N010100 Y 070 N020100 N 070 O010100 Y 070 O020100 N 070 P010100 Y 070 P020100 N 070 Q010100 N 070 Q020100 N 070 R010100 Y 070 R020100 Y 071 A000100 850415 071 B000100 837868 071 C000100 233512 071 D000100 359 072 A000100 6 072 B000100 3398 072 C000100 828 072 D000100 0 072 E000100 0 072 F000100 805 072 G000100 0 072 H000100 0 072 I000100 112 072 J000100 255 PAGE 14 072 K000100 0 072 L000100 35 072 M000100 6 072 N000100 50 072 O000100 0 072 P000100 0 072 Q000100 0 072 R000100 8 072 S000100 19 072 T000100 861 072 U000100 0 072 V000100 0 072 W000100 16 072 X000100 2167 072 Y000100 0 072 Z000100 2059 072AA000100 9705 072BB000100 7356 072CC010100 1206 072CC020100 0 072DD010100 2166 072DD020100 728 072EE000100 18154 073 A010100 0.0000 073 A020100 0.0000 073 B000100 0.9610 073 C000100 0.0000 074 A000100 2621 074 B000100 0 074 C000100 3503 074 D000100 147306 074 E000100 0 074 F000100 91832 074 G000100 0 074 H000100 6 074 I000100 13526 074 J000100 10082 074 K000100 0 074 L000100 1898 074 M000100 134 074 N000100 270908 074 O000100 21804 074 P000100 326 074 Q000100 0 074 R010100 0 074 R020100 31080 074 R030100 27 074 R040100 4427 074 S000100 0 074 T000100 213244 074 U010100 15282 PAGE 15 074 U020100 5011 074 V010100 0.00 074 V020100 0.00 074 W000100 0.0000 074 X000100 13223 074 Y000100 318 075 A000100 0 075 B000100 213320 076 000100 0.00 008 A000201 PRUDENTIAL INVESTMENTS LLC 008 B000201 A 008 C000201 801-31104 008 D010201 NEWARK 008 D020201 NJ 008 D030201 07102 008 D040201 4077 008 A000202 EARNEST PARTNERS, LLC 008 B000202 S 008 C000202 801-56189 008 D010202 ATLANTA 008 D020202 GA 008 D030202 30309 008 A000203 GOLDMAN SACHS ASSET MANAGEMENT 008 B000203 S 008 C000203 801-16048 008 D010203 NEW YORK 008 D020203 NY 008 D030203 10005 008 A000204 HOTCHKIS AND WILEY CAPITAL MANAGEMENT, LLC 008 B000204 S 008 C000204 801-60512 008 D010204 LOS ANGELES 008 D020204 CA 008 D030204 90017 008 D040204 5439 008 A000205 JPMORGAN ASSET MANAGEMENT 008 B000205 S 008 C000205 801-21011 008 D010205 NEW YORK 008 D020205 NY 008 D030205 10036 008 A000206 LSV ASSET MANAGEMENT 008 B000206 S 008 C000206 801-47689 008 D010206 CHICAGO 008 D020206 IL 008 D030206 60606 008 A000207 MARSICO CAPITAL MANAGEMENT, LLC 008 B000207 S 008 C000207 801-54914 008 D010207 DENVER PAGE 16 008 D020207 CO 008 D030207 80202 008 D040207 5824 008 A000208 RS INVESTMENT MANAGEMENT LP 008 B000208 S 008 C000208 801-44125 008 D010208 SAN FRANCISCO 008 D020208 CA 008 D030208 94111 008 D040208 5311 008 A000209 THORNBURG INVESTMENT MANAGEMENT INC. 008 B000209 S 008 C000209 801-17853 008 D010209 SANTA FE 008 D020209 NM 008 D030209 87501 008 A000210 VAUGHN NELSON INVESTMENT MANAGEMENT, LP 008 B000210 S 008 C000210 801-51795 008 D010210 HOUSTON 008 D020210 TX 008 D030210 77002 008 D040210 3071 008 A000211 PACIFIC INVESTMENT MANAGEMENT CO. LLC 008 B000211 S 008 C000211 801-48187 008 D010211 NEWPORT BEACH 008 D020211 CA 008 D030211 92660 024 000200 Y 025 A000201 GOLDMAN SACHS GROUP, INC. 025 B000201 13-5108880 025 C000201 E 025 D000201 2486 025 A000202 MERRILL LYNCH & CO., INC. 025 B000202 13-5674085 025 C000202 E 025 D000202 653 025 A000203 MORGAN STANLEY 025 B000203 94-1671384 025 C000203 E 025 D000203 737 025 A000204 BANK OF AMERICA CORP. 025 B000204 56-0906609 025 C000204 E 025 D000204 3386 025 A000205 CITIGROUP, INC. 025 B000205 11-2418191 025 C000205 E 025 D000205 2883 025 A000206 BARCLAYS PLC PAGE 17 025 B000206 58-1555058 025 C000206 E 025 D000206 1347 025 A000207 JPMORGAN CHASE & CO. 025 B000207 13-2620448 025 C000207 E 025 D000207 461 025 A000208 LEHMAN BROTHERS HOLDINGS, INC. 025 B000208 13-2518466 025 C000208 E 025 D000208 2273 025 A000209 CREDIT SUISSE GROUP 025 B000209 13-5659485 025 C000209 E 025 D000209 204 025 A000210 JEFFERIES GROUP, INC. 025 B000210 95-2622900 025 C000210 E 025 D000210 360 025 A000211 BEAR STEARNS 025 C000211 D 025 D000211 401 025 D000212 0 025 D000213 0 025 D000214 0 025 D000215 0 025 D000216 0 028 A010200 7318 028 A020200 0 028 A030200 0 028 A040200 5772 028 B010200 6895 028 B020200 0 028 B030200 0 028 B040200 7866 028 C010200 10567 028 C020200 0 028 C030200 0 028 C040200 7183 028 D010200 7865 028 D020200 0 028 D030200 0 028 D040200 5661 028 E010200 18657 028 E020200 37401 028 E030200 0 028 E040200 11297 028 F010200 7282 028 F020200 13 028 F030200 0 028 F040200 8788 PAGE 18 028 G010200 58584 028 G020200 37414 028 G030200 0 028 G040200 46567 028 H000200 15706 029 000200 Y 030 A000200 388 030 B000200 5.50 030 C000200 0.00 031 A000200 41 031 B000200 0 032 000200 52 033 000200 295 034 000200 Y 035 000200 175 036 A000200 N 036 B000200 0 042 A000200 0 042 B000200 0 042 C000200 0 042 D000200 100 042 E000200 0 042 F000200 0 042 G000200 0 042 H000200 0 043 000200 1743 044 000200 0 066 A000200 Y 066 B000200 N 066 C000200 N 066 D000200 N 066 E000200 Y 066 F000200 N 066 G000200 N 067 000200 Y 068 A000200 N 068 B000200 N 069 000200 N 070 A010200 Y 070 A020200 Y 070 B010200 Y 070 B020200 N 070 C010200 Y 070 C020200 Y 070 D010200 Y 070 D020200 N 070 E010200 Y 070 E020200 Y 070 F010200 Y 070 F020200 N 070 G010200 Y PAGE 19 070 G020200 Y 070 H010200 Y 070 H020200 N 070 I010200 N 070 I020200 N 070 J010200 Y 070 J020200 Y 070 K010200 Y 070 K020200 Y 070 L010200 Y 070 L020200 Y 070 M010200 Y 070 M020200 Y 070 N010200 Y 070 N020200 N 070 O010200 Y 070 O020200 N 070 P010200 Y 070 P020200 N 070 Q010200 N 070 Q020200 N 070 R010200 Y 070 R020200 Y 071 A000200 1080706 071 B000200 1067830 071 C000200 434816 071 D000200 246 072 A000200 6 072 B000200 4199 072 C000200 2437 072 D000200 0 072 E000200 0 072 F000200 1661 072 G000200 0 072 H000200 0 072 I000200 287 072 J000200 226 072 K000200 0 072 L000200 68 072 M000200 8 072 N000200 44 072 O000200 0 072 P000200 3 072 Q000200 0 072 R000200 8 072 S000200 14 072 T000200 1743 072 U000200 0 072 V000200 0 072 W000200 25 072 X000200 4087 PAGE 20 072 Y000200 0 072 Z000200 2549 072AA000200 21198 072BB000200 11916 072CC010200 12030 072CC020200 0 072DD010200 2276 072DD020200 936 072EE000200 37229 073 A010200 0.0000 073 A020200 0.0000 073 B000200 1.0678 073 C000200 0.0000 074 A000200 5935 074 B000200 0 074 C000200 31025 074 D000200 156759 074 E000200 0 074 F000200 299794 074 G000200 0 074 H000200 5 074 I000200 1698 074 J000200 12246 074 K000200 0 074 L000200 2594 074 M000200 582 074 N000200 510638 074 O000200 21509 074 P000200 753 074 Q000200 0 074 R010200 0 074 R020200 21335 074 R030200 31 074 R040200 3634 074 S000200 0 074 T000200 463376 074 U010200 26077 074 U020200 12505 074 V010200 0.00 074 V020200 0.00 074 W000200 0.0000 074 X000200 34601 074 Y000200 383 075 A000200 0 075 B000200 440222 076 000200 0.00 008 A000301 PRUDENTIAL INVESTMENTS LLC 008 B000301 A 008 C000301 801-31104 008 D010301 NEWARK 008 D020301 NJ PAGE 21 008 D030301 07102 008 D040301 4077 008 A000302 EARNEST PARTNERS, LLC 008 B000302 S 008 C000302 801-56189 008 D010302 ATLANTA 008 D020302 GA 008 D030302 30309 008 A000303 GOLDMAN SACHS ASSET MANAGEMENT LP 008 B000303 S 008 C000303 801-16048 008 D010303 NEW YORK 008 D020303 NY 008 D030303 10005 008 A000304 LSV ASSET MANAGEMENT 008 B000304 S 008 C000304 801-47689 008 D010304 CHICAGO 008 D020304 IL 008 D030304 60606 008 A000305 HOTCHKIS AND WILEY CAPITAL MANAGEMENT LLC 008 B000305 S 008 C000305 801-60512 008 D010305 LOS ANGELES 008 D020305 CA 008 D030305 90017 008 D040305 5439 008 A000306 JPMORGAN INVESTMENT MANAGEMENT, INC 008 B000306 S 008 C000306 801-21011 008 D010306 NEW YORK 008 D020306 NY 008 D030306 10036 008 A000307 RS INVESTMENT MANAGEMENT LP 008 B000307 S 008 C000307 801-44125 008 D010307 SAN FRANCISCO 008 D020307 CA 008 D030307 94111 008 D040307 5311 008 A000308 THORNBURG INVESTMENT MANAGEMENT INC. 008 B000308 S 008 C000308 801-17853 008 D010308 SANTA FE 008 D020308 NM 008 D030308 87501 008 A000309 VAUGHN NELSON INVESTMENT MANAGEMENT, LP 008 B000309 S 008 C000309 801-51795 008 D010309 HOUSTON 008 D020309 TX PAGE 22 008 D030309 77002 008 D040309 3071 008 A000310 MARSICO CAPITAL MANAGEMENT, LLC 008 B000310 S 008 C000310 801-54914 008 D010310 DENVER 008 D020310 CO 008 D030310 80202 008 D040310 5824 008 A000311 NFJ INVESTMENT GROUP LP 008 B000311 S 008 C000311 801-47940 008 D010311 DALLAS 008 D020311 TX 008 D030311 75201 024 000300 Y 025 A000301 UBS AG 025 B000301 13-3872456 025 C000301 E 025 D000301 2904 025 A000302 CITIGROUP, INC. 025 B000302 11-2418191 025 C000302 E 025 D000302 2459 025 A000303 GOLDMAN SACHS GROUP, INC. 025 B000303 13-5108880 025 C000303 E 025 D000303 2076 025 A000304 LEHMAN BROTHERS, INC. 025 B000304 13-2518466 025 C000304 E 025 D000304 1988 025 A000305 BARCLAYS PLC 025 B000305 58-1555058 025 C000305 E 025 D000305 1281 025 A000306 MERRILL LYNCH & CO., INC. 025 B000306 13-5674085 025 C000306 E 025 D000306 646 025 A000307 MORGAN STANLEY 025 B000307 94-1671384 025 C000307 E 025 D000307 547 025 A000308 JEFFERIES GROUP, INC. 025 B000308 95-2622900 025 C000308 E 025 D000308 501 025 A000309 JPMORGAN CHASE & CO. 025 B000309 13-2620448 025 C000309 E PAGE 23 025 D000309 370 025 A000310 BANK OF AMERICA CORP. 025 B000310 56-0906609 025 C000310 E 025 D000310 278 025 D000311 0 025 D000312 0 025 D000313 0 025 D000314 0 025 D000315 0 025 D000316 0 028 A010300 4528 028 A020300 0 028 A030300 0 028 A040300 4400 028 B010300 4314 028 B020300 0 028 B030300 0 028 B040300 3923 028 C010300 5523 028 C020300 0 028 C030300 0 028 C040300 3741 028 D010300 5568 028 D020300 0 028 D030300 0 028 D040300 3381 028 E010300 6833 028 E020300 21508 028 E030300 0 028 E040300 3542 028 F010300 7410 028 F020300 0 028 F030300 0 028 F040300 6011 028 G010300 34176 028 G020300 21508 028 G030300 0 028 G040300 24998 028 H000300 11272 029 000300 Y 030 A000300 269 030 B000300 5.50 030 C000300 0.00 031 A000300 29 031 B000300 0 032 000300 47 033 000300 193 034 000300 Y 035 000300 100 036 A000300 N PAGE 24 036 B000300 0 042 A000300 0 042 B000300 0 042 C000300 0 042 D000300 100 042 E000300 0 042 F000300 0 042 G000300 0 042 H000300 0 043 000300 1065 044 000300 0 066 A000300 Y 066 B000300 N 066 C000300 Y 066 D000300 N 066 E000300 N 066 F000300 N 066 G000300 N 067 000300 N 068 A000300 N 068 B000300 N 069 000300 N 070 A010300 Y 070 A020300 N 070 B010300 Y 070 B020300 N 070 C010300 Y 070 C020300 N 070 D010300 Y 070 D020300 N 070 E010300 Y 070 E020300 N 070 F010300 Y 070 F020300 N 070 G010300 Y 070 G020300 N 070 H010300 Y 070 H020300 N 070 I010300 N 070 I020300 N 070 J010300 Y 070 J020300 N 070 K010300 Y 070 K020300 Y 070 L010300 Y 070 L020300 Y 070 M010300 Y 070 M020300 Y 070 N010300 Y 070 N020300 N 070 O010300 Y PAGE 25 070 O020300 Y 070 P010300 Y 070 P020300 Y 070 Q010300 N 070 Q020300 N 070 R010300 Y 070 R020300 N 071 A000300 110755 071 B000300 106977 071 C000300 259312 071 D000300 41 072 A000300 6 072 B000300 6 072 C000300 2140 072 D000300 0 072 E000300 0 072 F000300 1022 072 G000300 0 072 H000300 0 072 I000300 254 072 J000300 119 072 K000300 0 072 L000300 35 072 M000300 8 072 N000300 25 072 O000300 0 072 P000300 0 072 Q000300 0 072 R000300 8 072 S000300 13 072 T000300 1065 072 U000300 0 072 V000300 0 072 W000300 10 072 X000300 2559 072 Y000300 0 072 Z000300 -413 072AA000300 13913 072BB000300 5189 072CC010300 13941 072CC020300 0 072DD010300 0 072DD020300 0 072EE000300 23037 073 A010300 0.0000 073 A020300 0.0000 073 B000300 1.1115 073 C000300 0.0000 074 A000300 164 074 B000300 0 074 C000300 0 PAGE 26 074 D000300 0 074 E000300 0 074 F000300 276730 074 G000300 0 074 H000300 0 074 I000300 14914 074 J000300 5632 074 K000300 0 074 L000300 1037 074 M000300 16 074 N000300 298493 074 O000300 4148 074 P000300 434 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 610 074 S000300 0 074 T000300 293301 074 U010300 14913 074 U020300 7900 074 V010300 0.00 074 V020300 0.00 074 W000300 0.0000 074 X000300 30623 074 Y000300 0 075 A000300 0 075 B000300 271644 076 000300 0.00 SIGNATURE GRACE TORRES TITLE TREASURER EX-99.77O RULE 10F-3 2 spasset77o.txt Strategic Partners Asset Allocation Funds Period ended 1/31/06 File number 811-08915 SUB-ITEM 77 (0) EXHIBITS Transactions Effected Pursuant to Rule 10f-3 I. Conservative Allocation Fund, Growth Allocation Fund and Moderate allocation Fund 1. Name of Issuer Northeast Utilities (NU) 66439710 2. Date of Purchase 12/6/05 3. Number of Securities Purchased 600, 700 and 1,000 respectively 4. Dollar Amount of Purchase $11,454, $13,363 and $20,999 respectively 5. Price Per Unit $19.09 6. Name(s) of Underwriter(s) or Dealer(s) From whom Purchased J.P Morgan Securities Inc. 7. Other Members of the Underwriting Syndicate See Exhibit A ADDITIONAL UNDERWRITERS Lehman Brothers Banc of America Securities A.G. Edwards Citigroup Wachovia Securities Lazard Capital Markets EX-99.77D POLICIES 3 spasset77d1.txt Strategic Partners Asset Allocation Funds Period ended 01/31/06 File number 811-08915 SUB-ITEM 77D Policies With Respect to Security Investment STRATEGIC PARTNERS ASSET ALLOCATION FUNDS Strategic Partners Conservative Allocation Fund Strategic Partners Moderate Allocation Fund Strategic Partners Growth Allocation Fund Gateway Center Three 100 Mulberry Street Newark, New Jersey 07102-4077 SEPTEMBER 30, 2005 TO THE SHAREHOLDERS: On June 23, 2005, at a regular meeting of the Board of Trustees of Strategic Partners Asset Allocation Funds (the Trust), the Trustees approved a new subadvisory agreement for certain segments (referred to as "sleeves") of each of the following portfolios of the Trust (each a Fund): Strategic Partners Conservative Allocation Fund (Conservative Allocation Fund) Strategic Partners Moderate Allocation Fund (Moderate Allocation Fund) Strategic Partners Growth Allocation Fund (Growth Allocation Fund) Prudential Investments LLC (the Funds' investment manager) has entered into the subadvisory agreement with Vaughan Nelson Investment Management, L.P. with respect to the small/mid capitalization value equity sleeves of the Funds. This information statement describes the circumstances surrounding the Board's approval of the new subadvisory agreement and provides you with an overview of its terms. Prudential Investments LLC will continue as your Funds' investment manager. This information statement does not require any action by you. It is provided to inform you about the new subadviser. By order of the Board, DEBORAH A. DOCS Secretary THIS IS NOT A PROXY STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. (This page intentionally left blank.) STRATEGIC PARTNERS ASSET ALLOCATION FUNDS Strategic Partners Conservative Allocation Fund Strategic Partners Moderate Allocation Fund Strategic Partners Growth Allocation Fund Gateway Center Three 100 Mulberry Street Newark, New Jersey 07102-4077 (800) 225-1852 INFORMATION STATEMENT SEPTEMBER 30, 2005 This information statement is being furnished to shareholders investing in the Strategic Partners Conservative Allocation Fund (Conservative Allocation Fund), Strategic Partners Moderate Allocation Fund (Moderate Allocation Fund) and Strategic Partners Growth Allocation Fund (Growth Allocation Fund and collectively, the Funds), each of which is a series of the Strategic Partners Asset Allocation Funds (the Trust), in lieu of a proxy statement, pursuant to the terms of an order granted to us by the Securities and Exchange Commission (SEC). The order permits the Trust's manager to hire new unaffiliated subadvisers and to make certain changes to existing subadvisory contracts with the approval of the Board of Trustees, without obtaining shareholder approval. The Trust is a management investment company registered under the Investment Company Act of 1940, as amended (the Investment Company Act), and is organized as a Delaware statutory trust. The Trust's Trustees are referred to herein as the "Board," "Board Members" or "Trustees." The Trust's principal executive office is Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077. The Trust consists of three separate investment series. Each Fund has multiple sleeves each of which represents a different segment of the Trust's portfolio. We are providing shareholders investing in the Funds as of August 12, 2005 with this information statement. This information statement relates to the approval by the Trustees of a new subadvisory agreement (the Subadvisory Agreement) between Prudential Investments LLC (PI or the Manager) and Vaughan Nelson Investment Management, L.P. (Vaughan Nelson) with respect to the small/mid capitalization value equity sleeves of each Fund . A copy of the Subadvisory Agreement is attached hereto as Exhibit A. Effective as of July 11, 2005, Vaughan Nelson joined EARNEST Partners LLC ("EARNEST") as an additional subadviser for the small/mid capitalization value equity sleeves (small/mid cap value equity sleeves) of each Fund. The existing subadvisory agreement between PI and EARNEST with respect to the small/mid cap value equity sleeves of each Fund will remain in place and EARNEST will continue to provide subadvisory services to the Funds. Vaughan Nelson initially assumed responsibility for managing approximately 29% of the sleeve for the Conservative Allocation Fund, 10% of the sleeve for the Moderate Allocation Fund, and 9% of the sleeve for the Growth Allocation Fund. The Trust will pay for the costs associated with preparing and distributing this information statement. This information statement will be mailed on or about September 30, 2005. THIS IS NOT A PROXY STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. 1 The Manager PI, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, serves as the Trust's manager under a management agreement dated as of November 12, 1998. PI is a wholly owned subsidiary of PIFM Holdco, Inc., which is a wholly- owned subsidiary of Prudential Asset Management Holding Company, which is a wholly-owned subsidiary of Prudential Financial, Inc. As of June 30, 2005, PI served as the investment manager to all of the Prudential U.S. and offshore registered investment companies, and as the administrator to closed-end investment companies, with aggregate assets of approximately $90.1 billion. Information concerning the Trust's current management arrangements can be found in Exhibit B. Information concerning officers of the Trust is set forth in Exhibit C. Shareholder Reports The Trust's most recent annual report for the fiscal year ended July 31, 2004 and the most recent semi-annual report for the period ending January 31, 2005 have been sent to shareholders, and may be obtained without charge by writing to the Trust at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077 or by calling (800) 225-1852 (toll free). Shareholder Information Information on share ownership of each class of the Funds is set forth in Exhibit E. NEW SUBADVISORY AGREEMENT On June 23, 2005, the Trustees, including the Independent Trustees (within the meaning of the Investment Company Act) unanimously approved the Subadvisory Agreement and the recommendation by PI to appoint Vaughan Nelson as an additional subadviser to the Funds' small/mid cap value equity sleeves. The Trustees decided to appoint Vaughan Nelson after PI informed the Board that it expected EARNEST to reach its capacity limit for the Funds' small/mid cap value equity sleeves in the near future. The Subadvisory Agreement contains terms and conditions similar to those of the subadvisory agreement with EARNEST, except as more fully described below under "Board Consideration of Subadvisory Agreement." See also "Terms of Subadvisory Agreement" below for a description of the new agreement. Vaughan Nelson renders investment advice to the Funds in accordance with the investment objective and policies of each Fund as established by the Board and also makes investment decisions to purchase and sell securities on behalf of the small/mid cap value equity sleeves of the Funds, subject to the supervision of PI. PI, not the Funds, pays an advisory fee to the subadvisers. Therefore, the addition of a new subadviser does not mean any change in advisory fees paid by the Funds. Section 15 of the Investment Company Act requires that a majority of a mutual fund's outstanding voting securities approve the Funds' subadvisory agreements. However, on September 11, 1996, the SEC issued an order granting exemptive relief from certain requirements of Section 15 to PI and any future open-end management investment company managed by PI, provided that such investment company complies with the conditions of the order. According to the SEC's order, which is subject to a number of conditions, PI may enter into subadvisory agreements on behalf of certain funds without receiving prior shareholder approval. 2 Board Consideration of Subadvisory Agreement: Board Consideration of Vaughan Nelson (small/mid cap value equity sleeves) At a regular in-person meeting of the Board held on June 23, 2005, at which all of the Trustees were in attendance (including all of the Independent Trustees), the Board considered whether the approval of a new subadvisory agreement with Vaughan Nelson was in the best interests of the Funds and their investors. The Board considered information indicating that the existing subadviser for the Funds' small/mid cap value equity sleeves was expected to reach its capacity limits in the near future, necessitating the selection of an additional subadviser for the sleeves. Before approving the new Subadvisory Agreement, the Trustees reviewed performance, compliance and organizational materials regarding Vaughan Nelson and received a formal presentation from the Manager at the June 23, 2005 meeting. Representatives of Vaughan Nelson participated in the discussions with the Trustees at the meeting. In making the determination to appoint Vaughan Nelson as a subadviser to share subadvisory responsibilities with EARNEST for the Funds' small/mid cap value equity sleeves, the Trustees, including the Independent Trustees advised by independent legal counsel, considered the following information: Nature, Quality and Extent of Services The Board received and considered information regarding the nature and extent of services provided to the Funds by EARNEST under the current subadvisory agreement and those that would be provided to the Funds by Vaughan Nelson under the new subadvisory agreement. The Board considered PI's representation that the nature and extent of services under the existing and new agreements were generally similar in that EARNEST and Vaughan Nelson are each required to provide day-to-day portfolio management services and comply with all Trust policies and applicable rules and regulations. With respect to the quality of services, the Board considered, among other things, the experience of Vaughan Nelson's portfolio management team. The Board met in-person with representatives of Vaughan Nelson and reviewed the qualifications, backgrounds and responsibilities of the portfolio managers who would be responsible for the day-to-day management of the Funds' small/mid cap value equity sleeves. The Board was also provided with information pertaining to Vaughan Nelson's organizational structure, senior management, investment operations, and other relevant information pertaining to Vaughan Nelson. The Board noted that it received favorable compliance reports from the Trust's Chief Compliance Officer (CCO) as to Vaughan Nelson, summarizing his level of comfort from a compliance perspective with respect to the Manager's recommendation to hire Vaughan Nelson. The Board concluded that it was satisfied with the nature, extent and quality of the investment subadvisory services anticipated to be provided to the Funds' small/mid cap value equity sleeves by Vaughan Nelson and that there was a reasonable basis on which to conclude that the quality of investment subadvisory services to be provided by Vaughan Nelson under the new subadvisory agreements should be similar to the quality of similar services provided by EARNEST under the existing subadvisory agreement. Performance of the Small/Mid Capitalization Value Equity The Board received and considered information about the small/mid cap value equity sleeves' historical performance, noting that for the one-year, three-year and five-year time periods the small/mid cap value equity sleeves' returns outperformed the median of the group of funds that was most similar to the small/mid cap value equity sleeves (the "Peer Group"), as well as the appropriate benchmark. The funds included in the Peer Group are objectively determined solely by Lipper, Inc., an independent provider of investment company data. The Board received and considered information regarding the performance of other investment companies managed by Vaughan Nelson utilizing an investment style and strategy similar to that proposed for the Funds' small/mid cap value equity sleeves, noting that Vaughan Nelson had generally outperformed the various benchmarks over the same time period. The Board recognized that past performance is not predictive of future results. 3 Investment Subadvisory Fee Ra te The Board considered the proposed subadvisory fee rate payable by the Manager to Vaughan Nelson under the proposed new subadvisory agreement, including, among other things, the fee rate payable to Vaughan Nelson by any other funds with investment objective similar to that of the Fund's small/mid cap value equity sleeves. As a result of the above considerations, the Board concluded that Vaughan Nelson's proposed subadvisory fee rate under the new subadvisory agreement was reasonable. Subadviser's Profitabi lity Because the engagement of Vaughan Nelson is new, there is no historical profitability with regard to its arrangements with the Funds. As a result, this factor was not considered by the Board. Economies of Scale The Board considered information about the potential of the Manager and Vaughan Nelson to experience economies of scale as the Funds' small/mid cap value equity sleeves grow in size. The Board noted that the Manager's advisory fee rate and Vaughan Nelson's proposed subadvisory fee rate each contained breakpoints, and, accordingly, each reflected the potential for shareholders to share in potential economies of scale as the Funds' small/mid cap value equity sleeves grow. Other Benefits to the Subadviser or its Affiliates from Serving as Subadviser The Board considered potential "fall-out" or ancillary benefits anticipated to be received by Vaughan Nelson and its affiliates as a result of Vaughan Nelson's relationship with the Trust. The Board concluded that any potential benefits to be derived by Vaughan Nelson included potential access to additional research resources, larger assets under management and reputational benefits, which were consistent with those generally derived by subadvisers to mutual funds. The Board concluded that these reasons supported its selection of Vaughan Nelson and unanimously approved the Subadvisory Agreement. Information Concerning the New Subadviser Vaughan Nelson is a Houston-based investment counseling firm, founded in 1970. Vaughan Nelson is a wholly owned subsidiary of IXIS Asset Management North America, L.P. and operates independently with its own proprietary research process and investment team. As of March 31, 2005, Vaughan Nelson had over $3.9 billion in assets under management. The address of Vaughan Nelson is 600 Travis Street, Suite 6300, Houston, Texas 77002. Exhibit D contains information about the other mutual funds managed by Vaughan Nelson with investment objectives and strategies similar to those of the Funds. Exhibit D also lists the principal executive officers and directors of Vaughan Nelson. Terms of the Subadvisory Agreement The following summary of the Subadvisory Agreement is qualified in its entirety by reference to the copy of the Subadvisory Agreement attached as Exhibit A to this information statement. Under the Subadvisory Agreement, Vaughan Nelson is compensated by PI (and not the Funds) at an annual rate of the average daily net assets of the Funds as noted below. Under the existing subadvisory agreement, EARNEST is compensated by PI (and not the Funds) at an annual rate of the average daily net assets of the Funds as noted below. The subadvisory agreement between PI and EARNEST was last approved by the Trustees, including a majority of the Independent Trustees, on June 23, 2005. 4 FUND/SLEEVE Small/mid capitalization value equity sleeves of: - - Conservative Allocation Fund - - Moderate Allocation Fund - - Growth Allocation Fund CURRENT SUBADVISER EARNEST CURRENT FEE ..40% on all assets NEW SUBADVISER Vaughan Nelson NEW SUBADVISORYFEE ..40% to $250 million and ..35% over $250 million The Subadvisory Agreement provides that, subject to PI and the Board of Trust ees' supervision, Vaughan Nelson is responsible for managing the investment operations of a portion of the Funds' applicable sleeves and for making investment decisions and placing orders to purchase and sell securities for such portion of the Funds, all in accordance with the investment objective and policies of the Funds as reflected in their current prospectus and statement of additional information and as may be adopted from time to time by the Board of Trustees. In accordance with the requirements of the Investment Company Act, the new subadviser will provide PI with all books and records relating to the transactions it executes and render to the Trustees such periodic and special reports as the Board of Trustees may reasonably request. The Subadvisory Agreement will remain in full force and effect for a period of two years from the date of its execution, and will continue thereafter as long as its continuance is specifically approved at least annually by vote of a majority of the outstanding voting securities (as that term is defined in the Investment Company Act) of the Funds, or by the Board of Trustees, including the approval by a majority of the Independent Trustees, at a meeting called for the purpose of voting on such approval; provided, however, that (1) the Subadvisory Agreement may be terminated at any time without the payment of any penalty, either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Funds, (2) the Subadvisory Agreement will terminate immediately in the event of its assignment (within the meaning of the Investment Company Act) or upon the termination of the Funds' management agreement with PI, and (3) the Subadvisory Agreement may be terminated at any time by Vaughan Nelson or PI on not more than 60 days' nor less than 30 days' written notice to the other party to the Subadvisory Agreement. The Subadvisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties thereunder, Vaughan Nelson will not be liable for any act or omission in connection with its activities as subadviser to the Funds. Shareholder Proposals As a Delaware statutory trust, the Trust is not required to hold annual meetings of shareholders and the Trustees currently do not intend to hold such meetings unless shareholder action is required in accordance with the Investment Company Act or the Trust's Declaration of Trust. A shareholder proposal intended to be presented at any meeting of shareholders of the Funds must be received by the Funds a reasonable time before the Trustees' solicitation relating thereto is made in order to be included in the Funds' proxy statement and form of proxy relating to that meeting and presented at the meeting. The mere submission of a proposal by a shareholder does not guarantee that the proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the proposal is required. Deborah A. Docs Secretary Dated: September 30, 2005 5 (This page intentionally left blank.) EXHIBIT A STRATEGIC PARTNERS ASSET ALLOCATION FUNDS Small/Mid-Capitalization Value Equity Sleeves Subadvisory Agreement Agreement made as of this 6th day of July 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Vaughan Nelson Investment Management, L.P. (Vaughan Nelson or the Subadviser), a Delaware limited partnership. WHEREAS, the Manager has entered into a Management Agreement (the Management Agreement) with Strategic Partners Asset Allocation Funds, a Delaware business trust (the Fund) and a diversified, open-end management investment company registered under the Investment Company Act of 1940 as amended (the 1940 Act), pursuant to which PI acts as Manager of the Fund; and WHEREAS, the Manager desires to retain the Subadviser to provide investment advisory services to the small/mid-capitalization value equity sleeves of the Fund and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Fund, referred to herein as the Fund) and to manage such portion of the Fund's portfolio as the Manager shall from time to time direct, and the Subadviser is willing to render such investment advisory services; and NOW, THEREFORE, the Parties agree as follows: 1. (a) Subject to the supervision of the Manager and the board of trustees of the Fund (the Board), the Subadviser shall provide investment management services to such portion of the Fund's portfolio, including the purchase, retention and disposition of securities therein, in accordance with the Fund's investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"), and subject to the following understandings: (i) The Subadviser shall provide investment advisory services for such portion of the Fund's portfolio as the Manager shall direct, and the Subadviser shall have discretion without prior consultation with the Manager to determine, from time to time, what investments and securities will be purchased, retained or, sold by the Fund, and what portion of the assets will be invested or held uninvested as cash. (ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall, act in conformity with the copies of the Agreement and Declaration of Trust, By-Laws and Prospectus of the Fund and any procedures adopted by the Board applicable to the Fund including any amendments to those procedures (Board Procedures) provided to it by the Manager (the Fund Documents), comply with the instructions and directions of the Manager and of the Board, and co-operate with the Manager's (or its designee's) personnel responsible for monitoring the Fund's compliance. The Subadviser shall also comply at all times with the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, including securities law. The Manager shall provide Subadviser, in a timely fashion, with copies of any updated Fund Documents. (iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund's portfolio, as applicable, and shall place orders with or through such persons, brokers, dealers or futures commission merchants (including but not limited to Prudential Securities Incorporated (or any broker or dealer affiliated with the A-1 Subadviser)) in accordance with the Fund's policy with respect to brokerage as set forth in the Fund's Prospectus or as the Board may direct from time to time. In providing the Fund with investment advisory services, it is recognized that the Subadviser shall give primary consideration to securing best execution (which may not involve the most favorable commission). Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser's other clients may be a party. In pursuing best execution, the Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker- dealers (including, to the extent legally permissible, broker- dealers affiliated with the Subadviser(s)) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker- dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker- dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission. On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. (iv) The Subadviser shall maintain all books and records with respect to the Fund's portfolio transactions effected by it as required by any applicable federal or state securities laws or regulations, including the 1940 Act, the 1934 Act and the Advisers Act. The Subadviser shall furnish to the Manager or the Board all information relating to the Subadviser's services under this Agreement reasonably requested by the Manager and the Board within a reasonable period of time after the Manager or the Board makes such request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the trustees or officers or employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Fund's securities. (v) The Subadviser shall provide the Fund's custodian on each business day with information relating to all transactions concerning the portion of the Fund's assets it manages. The Subadviser shall furnish the Manager with information concerning portfolio transactions each day and such other reports as agreed upon from time to time concerning transactions, portfolio holdings and performance of the Fund, in such form and frequency as may be mutually agreed upon from time to time. The Subadviser agrees to review the Fund and discuss the management of the Fund with the Manager and the Board as either or both shall from time to time reasonably request. (vi) The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Subject to the Subadviser's responsibility to the Fund, Manager agrees that Subadviser may give advice or exercise investment responsibility and take such other action with respect to other A-2 individuals or entities which may differ from advice given to the Fund. Further, Manager acknowledges that the Subadviser, or its agent, or employees, or any of the accounts Subadviser advises, may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund may or may not have an interest from time to time, whether such transactions involve the Fund or otherwise. (vii) The Subadviser and Manager understand and agree that if the Manager manages the Fund in a "manager-of-managers" style, the Manager shall, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process. (viii) The Subadviser acknowledges that the Manager and the Fund intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Fund with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. (ix) The Subadviser shall provide the Manager a copy of Subadvisers Form ADV as filed with the Securities and Exchange Commission (the Commission). (b) The Subadviser shall keep the Fund's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof in the form and for the period required by Rule 31a-2 under the 1940 Act. The Subadviser agrees that all records which it maintains for the Fund are the property of the Fund, and the Subadviser shall surrender promptly to the Fund any of such records upon the Fund's request, provided, however, that the Subadviser may retain a copy of such records. The Fund's books and records maintained by the Subadviser shall be made available, within ten (10) business days of a written request, to the Fund's accountants or auditors during regular business hours at the Subadviser's offices. The Fund, the Manager or their respective authorized representatives shall have the right to copy any records in the Subadviser's possession that pertain to the Fund. These books, records, information, or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. The Subadviser agrees that the policies and procedures it has established for managing the Fund portfolio, including, but not limited to, all policies and procedures designed to ensure compliance with federal and state laws and regulations governing the adviser/client relationship and management and operation of the Fund, shall be made available for inspection by the Fund, the Manager or their respective authorized representatives upon reasonable written request within not more than ten (10) business days. (c) The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Manager and the Fund, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures in compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Subadviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which it shall provide to the Manager and the Fund upon reasonable request. The Subadviser shall assure that its employees comply in all material respects with the provisions of Section 16 of the 1934 Act, and to cooperate reasonably with the Manager for purposes of filing any required reports with the Commission or such other regulator having appropriate jurisdiction. A-3 (d) The Subadviser shall furnish to the Manager copies of all records prepared in connection the maintenance of compliance procedures pursuant to paragraph 1(c) hereof as the Manager may reasonably request. (e) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Fund's portfolio, subject to such reporting and other requirements as shall be established by the Manager. (f) Upon reasonable request from the Manager, the Subadviser (through a qualified person) shall assist the valuation committee of the Fund or the Manager in valuing securities of the Fund as may be required from time to time, including the provision of information known to the Subadviser related to the securities being valued. (g) The Subadviser shall provide the Manager with any information reasonably requested regarding its management of the Fund's portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Fund with the Commission. The Subadviser shall provide the Manager with certification, documentation or other information reasonably requested or required by the Manager for purposes of the certifications of shareholder reports by the Fund's principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation. The Subadviser shall promptly inform the Fund and the Manager if any information in the Prospectus is (or will become) inaccurate or incomplete. (h) The Subadviser shall comply with Board Procedures provided to the Subadviser by the Manager or the Fund. The Subadviser shall notify the Manager as soon as reasonably practicable upon detection of any material breach of such Board Procedures. (i) The Subadviser shall keep the Fund and the Manager informed of developments relating to its duties as subadviser of which the Subadviser has knowledge that would materially affect the Fund. In this regard, the Subadviser shall provide the Fund, the Manager, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Manager may from time to time reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Manager and the Board with reports regarding the Subadviser's management of the Fund's portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Manager. The Subadviser shall certify quarterly to the Fund and the Manager that it and its "Advisory Persons" (as defined in Rule 17j-under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Subadviser's Code of Ethics and compliance program, respectively, to the Fund and the Manager. Upon written request of the Fund or the Manager with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser shall permit representatives of the Fund or the Manager to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics. 2. The Manager shall continue to have responsibility for all services to be provided to the Fund pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Manager shall provide (or cause the Fund's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Fund managed by the Subadviser, cash requirements and cash available for investment in such portion of the Fund, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board that affect the duties of the Subadviser). 3. The assets of the Fund shall be maintained in the custody of a custodian as designated within an agreement between the Fund and the custodian (the Custodian). Subadviser shall have no liability for the A-4 acts or omissions of the Custodian, unless such act or omission is taken solely in reliance upon instruction given to the Custodian by a representative of Subadviser properly authorized to give such instruction. 4. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Fund's average daily net assets of the portion of the Fund managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadviser under this Agreement is contingent upon the Manager's receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Manager. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager. In all cases such fee to the Subadviser shall be paid for each calendar month on or about the 20th day of the following month. 5. (a) The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Manager's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. (b) The Manager acknowledges and agrees that Subadviser makes no representation or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of Subadviser, whether public or private. 6. Subject to the right of each, the Manager and Subadviser, to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction over it, the parties hereto shall treat as confidential all information pertaining to the Fund and the actions of each the Manager and Subadviser in respect thereof. In accordance with Regulation S- P, if non-public personal information regarding either party's customers or consumers is disclosed to the other party in connection with the Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement. 7. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time,all without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it shall promptly notify the Fund and the Manager of the occurrence or anticipated occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change or anticipated change in control (as defined in the 1940 Act) of the Subadviser; provided that the Subadviser need not provide notice of such an anticipated event before the anticipated event is a matter of public record. Notwithstanding any provisions to the contrary in this Agreement, this Agreement shall terminate automatically upon notice to the Subadviser of the execution of a new Agreement with a successor Subadviser. A-5 8. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager: Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Fund: Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser: 600 Travis, Suite 6300, Houston, TX 77002-3071, Attention: President. 9. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's directors, officers or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. 10. During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all Prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use such material if the Subadviser reasonably objects in writing after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment, confirmed email or hand delivery. 11. The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement. 12. This Agreement may be amended by mutual consent, but the consent of the Fund must be obtained in conformity with the requirements of the 1940 Act. 13. This Agreement shall be governed by the laws of the State of New York. 14. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written. PRUDENTIAL INVESTMENTS LLC BY: /S/ ROBERT F. GUNIA Name: Robert F. Gunia Title: Executive Vice President VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P. BY: /S/ LEE A. LAHOURCADE Name: Lee A. Lahourcade Title: President and CEO Vaughan Nelson Investment Management, Inc., its general partner A-6 Schedule A STRATEGIC PARTNERS ASSET ALLOCATION FUNDS As compensation for services provided by Vaughan Nelson Investment Management, L.P. with respect to the small/mid- capitalization value equity sleeves of the funds indicated below, Prudential Investments LLC will pay Vaughan Nelson Investment Management, L.P. a fee equal, on an annualized basis, to the following: FUND NAMES ADVISORY FEE Strategic Partners 0.40% up to $250 Conservative Allocation Fund million in combined Strategic Partners Moderate average daily net assets; Allocation Fund 0.35% on combined Strategic Partners Growth average daily net Allocation Fund assets over $250 million. Dated as of July 6, 2005. A-7 EXHIBIT B MANAGEMENT OF THE TRUST The Manager Prudential Investments LLC (PI), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, serves as the Trust's Manager under a management agreement (the Management Agreement) dated as of November 12, 1998, and renewed thereafter as required by the Investment Company Act. The Management Agreement was last approved by the Trustees of the Trust, including a majority of the Trustees who were not parties to the contract and were not interested persons of those parties (as defined in the Investment Company Act) on July 23, 2005. Terms of the Management Agreement Pursuant to the Management Agreement for the Trust, PI is subject to the supervision of the Trustees and, in conformity with the stated policies of the Funds, manages both the investment operations of the Funds, and the composition of the Funds' investment portfolio, including the purchase, retention and disposition of portfolio securities. The Manager is authorized to enter into subadvisory agreements for investment advisory services in connection with the management of the Funds. The Manager will continue to have responsibility for all investment advisory services furnished pursuant to any such investment advisory agreements. The Manager reviews the performance of all subadvisers engaged for the Funds, and makes recommendations to the Trustees with respect to the retention and renewal of contracts. In connection therewith, the Manager is obligated to keep certain books and records of the Funds. The Manager also administers the Funds' business affairs and, in connection therewith, furnishes the Funds with office facilities, together with those ordinary clerical and bookkeeping services which are not being furnished by The Bank of New York (the Fund's custodian), and Prudential Mutual Fund Services LLC (PMFS), the Funds' transfer and dividend disbursing agent. The management services of the Manager for the Funds are not exclusive under the terms of the Management Agreement and the Manager is free to, and does, render management services to others. The Manager has authorized any of its Trustees, officers and employees who have been elected as Trustees or officers of the Trust to serve in the capacities in which they have been elected. All services furnished by the Manager under the Management Agreement may be furnished by any such Trustees, officers or employees of the Manager. In connection with its management of the business affairs of the Funds, the Manager bears the following expenses: (a) the salaries and expenses of all of its and the Funds' personnel, except the fees and expenses of Trustees who are not affiliated persons of the Manager or the Funds' subadvisers; (b) all expenses incurred by the Manager or by the Funds in connection with managing the ordinary course of the Funds' business, other than those assumed by the Funds, as described below; and (c) the fees payable to each subadviser pursuant to the subadvisory agreement between the Manager and each subadviser. For its services, the Manager is compensated by the Funds at the rate of 0.75% of each Fund's average daily net assets up to $500 million, 0.70% of average daily net assets above $500 million up to $1 billion, and 0.65% of average daily net assets in excess of $1 billion. Under the terms of the Management Agreement, the Trust is responsible for the payment of the following expenses: (a) the fees payable to the Manager, (b) the fees and expenses of Trustees who are not affiliated persons of the Manager or the Trust's subadvisers, (c) the fees and certain expenses of the Trust's custodian B-1 and transfer and dividend disbursing agent, including the cost of providing records to the Manager in connection with their obligation of maintaining required records of the Trust and of pricing Trust shares, (d) the charges and expenses of the Trust's legal counsel and independent accountants, (e) brokerage commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities transactions, (f) all taxes and corporate fees payable by the Trust to governmental agencies, (g) the fees of any trade associations of which the Trust may be a member, (h) the cost of share certificates representing shares of the Trust, (i) the cost of fidelity and liability insurance, (j) the fees and expenses involved in registering and maintaining registration of the Trust and of its shares with the SEC and qualifying the Trust's shares under state securities laws, including the preparation and printing of the Trust's registration statements and prospectuses for such purposes, (k) allocable communications expenses with respect to investor services and all expenses of shareholder and Board meetings and of preparing, printing and mailing reports, proxy statements and prospectuses to shareholders in the amount necessary for distribution to the shareholders, and (l) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business. The Management Agreement provides that the Manager will not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which the Management Agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of duty. The Management Agreement 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 conformity with the Investment Company Act. The Management Agreement also provides that it will terminate automatically if assigned and that it may be terminated without penalty by the Trustees of the Trust, by vote of a majority of the Fund's outstanding voting securities (as defined in the Investment Company Act) or by PI, upon not more than 60 days' nor less than 30 days' written notice to the Funds. Information About PI PI is a wholly-owned subsidiary of PIFM Holdco, Inc., which is a wholly-owned subsidiary of Prudential Asset Management Holding Company, which is a wholly-owned subsidiary of Prudential Financial, Inc. (Prudential), a major, diversified insurance and financial services company. Prudential's address is Prudential Plaza, Newark, New Jersey 07102-4077. PI is organized in New York as a limited liability company. PI acts as manager or co-manager for the following investment companies, in addition to the Trust: American Skandia Trust, Cash Accumulation Trust, Dryden Ultra Short Bond Fund, Nicholas-Applegate Fund, Inc., (Nicholas- Applegate Growth Equity Fund), Dryden California Municipal Fund, Jennison Equity Fund, Inc.; Prudential's Gibraltar Fund, Inc.; Dryden Global Total Return Fund, Inc.; Dryden Government Income Fund, Inc., Dryden Government Securities Trust, Dryden High Yield Fund, Inc., Dryden Index Series Fund, Prudential Institutional Liquidity Portfolio, Inc., MoneyMart Assets, Inc., Dryden Municipal Bond Fund, Dryden Municipal Series Fund, Jennison Natural Resources Fund, Inc., Strategic Partners Real Estate Fund, Jennison Sector Funds, Inc., Dryden Short-Term Bond Fund, Inc., Jennison Small Company Fund, Inc., Prudential Tax- Free Money Fund, Inc., Dryden Tax-Managed Funds, Dryden Tax- Managed Small Cap 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., 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 Variable Contract Account-2, The Prudential Variable Contract Account-10, and The Prudential Variable Contract Account-11. B-2 PI's Officers The business and other connections of PI's principal executive officers are set forth below. The address of each person is Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077. NAME Robert F. Gunia POSITION WITH PI Executive Vice President and Chief Administrative Officer PRINCIPAL OCCUPATIONS President (since April 1999) of Prudential Investment Management Services LLC (PIMS); Director, Executive Vice President and Chief Administrative Officer (since May 2003) of American Skandia Investment Services, Inc, American Skandia Advisory Services, Inc., and American Skandia Fund Services, Inc.; Executive Vice President (since March 1999) of Prudential Mutual Fund Services LLC; formerly Senior Vice President (March 1987-May 1999) of Prudential Securities Incorporated (Prudential Securities); Vice President and Director (since May 1989) and Treasurer (since 1999) of The Asia Pacific Fund, Inc. NAME Kathryn Quirk POSITION WITH PI Executive Vice President, Chief Legal Officer and Secretary PRINCIPAL OCCUPATIONS Vice President and Corporate Counsel (since September 2004) of Prudential; Senior Vice President and Assistant Secretary (since November 2004) of Prudential Investments LLC; previously General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc. NAME Kevin B. Osborn POSITION WITH PI Executive Vice President PRINCIPAL OCCUPATIONS Executive Vice President and Trustee of American Skandia Investment Services, Inc. and Executive Vice President and Trustee of American Skandia Advisory Services, Inc. NAME Stephen Pelletier POSITION WITH PI Executive Vice President PRINCIPAL OCCUPATIONS Executive Vice President, PI. NAME Judy A. Rice POSITION WITH PI Officer-in-Charge, President, Chief Executive Officer and Chief Operating Officer PRINCIPAL OCCUPATIONS Officer-in-Charge, Trustee, President, Chief Executive Officer and Chief Operating Officer of American Skandia Investment Services, Inc.; Officer-in-Charge, Trustee, President and Chief Executive Officer of American Skandia Fund Services, Inc.; Officer-in-Charge, Trustee, President, Chief Executive Officer and Chief Operating Officer of American Skandia Advisory Services, Inc. NAME David R. Odenath, Jr. POSITION WITH PI Executive Vice President PRINCIPAL OCCUPATIONS President of Prudential Annuities (since August 2002); Executive Vice President (since May 2003) of American Skandia Investment Services, Inc; Chief Executive Officer and Director (since May 2003) of American Skandia Life Assurance Corporation, American Skandia Information Services and Technology Corporation and Skandia U.S. Inc.; President, Chief Executive Officer and Director (since May 2003) of American Skandia Marketing, Inc.; Formerly President, Chief Executive Officer, Chief Operating Officer and Officer-In- Charge (1999-2003) of PI; Senior Vice President (since June 1999) of Prudential; formerly Senior Vice President (August 1993-May 1999) of PaineWebber Group, Inc. B-3 NAME Deborah A. Docs POSITION WITH PI Vice President and Assistant Secretary PRINCIPAL OCCUPATIONS Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President and Assistant Secretary (since May 2003) of American Skandia Investment Services, Inc. NAME Jonathan D. Shain POSITION WITH PI Vice President and Assistant Secretary PRINCIPAL OCCUPATIONS Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2003) of American Skandia Investment Services, Inc. and American Skandia Fund Services, Inc. The Distributor and Transfer Agent Prudential Investment Management Service LLC (PIMS or the Distributor), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, acts as the distributor of the shares of the Funds under a distribution agreement with the Trust. The Distributor is a subsidiary of Prudential. The Trust's transfer agent for the fiscal year ending July 31, 2005 was Prudential Mutual Fund Services LLC (PMFS), 100 Mulberry Street, Newark, NJ 07102. PMFS received $188,377, $440,224 and $366,553, respectively for its services in connection with Conservative Allocation Fund, Moderate Allocation Fund and Growth Allocation Fund during the fiscal year ended July 31, 2005. Brokerage During the fiscal year ended July 31, 2005, Conservative Allocation Fund, Moderate Allocation Fund and Growth Allocation Fund paid $3,276, $7,476 and $5,918 in commissions to affiliated broker dealers. The total brokerage commissions paid by the Funds to all brokers for the fiscal year ending July 31, 2005 was $195,240, $513,957 and $431,651. The percentage of total brokerage commissions paid to affiliated brokers for the fiscal year ending July 31, 2005 was 0.03%, 1.45% and 1.37% and the percentage of the aggregate dollar amount of portfolio transactions involving the payment of commissions to affiliated brokers was 0.14%, 0.57% and 0.91%. B-4 EXHIBIT C OFFICER INFORMATION NAME (DATE OF BIRTH) Judy A. Rice (1/26/48) OFFICE(S) WITH THE TRUST President PRINCIPAL OCCUPATIONS President, Chief Executive Officer, Chief Operating Officer and Officer-In-Charge (since 2003) of PI; Director, Officer-in- Charge, President, Chief Executive Officer and Chief Operating Officer (since May 2003) of American Skandia Advisory Services, Inc. and American Skandia Investment Services, Inc.; Director, Officer-in-Charge, President, Chief Executive Officer (since May 2003) of American Skandia Fund Services, Inc.; 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; formerly various positions to Senior Vice President (1992-1999) of Prudential Securities; and various positions to Managing Director (1975-1992) of Salomon Smith Barney; Member of Board of Governors of the Money Management Institute. NAME (DATE OF BIRTH) Robert F. Gunia (12/15/46) OFFICE(S) WITH THE TRUST Vice President PRINCIPAL OCCUPATIONS Chief Administrative Officer (since June 1999) of PI; Executive Vice President (since January 1996) of PI; President (since April 1999) of PIMS; Director, Executive Vice President and Chief Administrative Officer (since May 2003) of American Skandia Investment Services, Inc., American Skandia Advisory Services, Inc. and American Skandia Fund Services, Inc.; Executive Vice President (since March 1999) of PMFS; formerly Senior Vice President (March 1987-May 1999) of Prudential Securities. NAME (DATE OF BIRTH) Grace C. Torres (6/28/59) OFFICE(S) WITH THE TRUST Treasurer and Principal Financial and Accounting Officer PRINCIPAL OCCUPATIONS Senior Vice President (since January 2000) of PI; Senior Vice President and Assistant Treasurer (since May 2003) of ASISI and American Skandia Advisory Services, Inc.; formerly First Vice President (December 1996-January 2000) of PI and First Vice President (March 1993-1999) of Prudential Securities. NAME (DATE OF BIRTH) Deborah A. Docs (1/19/58) OFFICE(S) WITH THE TRUST Secretary PRINCIPAL OCCUPATIONS Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President and Assistant Secretary (since December 1996) of PI; Vice President and Assistant Secretary (since May 2003) of American Skandia Investment Services, Inc. NAME (DATE OF BIRTH) Jonathan D. Shain (8/9/58) OFFICE(S) WITH THE TRUST Assistant Secretary PRINCIPAL OCCUPATIONS Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2003) of American Skandia Investment Services, Inc. and American Skandia Fund Services, Inc. C-1 NAME (DATE OF BIRTH) Kathryn Quirk (12/3/52) OFFICE(S) WITH THE TRUST Chief Legal Officer PRINCIPAL OCCUPATIONS Vice President and Corporate Counsel (since September 2004) of Prudential; Senior Vice President and Assistant Secretary (since November 2004) of Prudential Investments LLC; previously General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc. NAME (DATE OF BIRTH) Lee D. Augsburger (6/7/59) OFFICE(S) WITH THE TRUST Chief Compliance Officer PRINCIPAL OCCUPATIONS Vice President and Chief Compliance Officer (since May 2003) of PI; Vice President and Chief Compliance Officer (since October 2000) of Prudential Investment Management, Inc.; formerly Vice President and Chief Legal Officer-Annuities (August 1999-October 2000) of Prudential Insurance Company of America; Vice President and Corporate Counsel (November 1997- August 1999) of Prudential Insurance Company of America. NAME (DATE OF BIRTH) Maryanne Ryan (10/12/64) OFFICE(S) WITH THE TRUST Anti-Money Laundering Compliance Officer PRINCIPAL OCCUPATIONS Vice President, Prudential Insurance (since November 1998), First Vice President Prudential Securities (March 1997- May 1998); Anti-Money Laundering Officer (since 2003) of ASISI, American Skandia Advisory Services, Inc. and American Skandia Marketing, Inc. C-2 EXHIBIT D OTHER FUNDS MANAGED BY VAUGHAN NELSON The following table sets forth information relating to the other registered investment company portfolios for which Vaughan Nelson acts as an investment adviser or subadviser with investment objectives, policies and strategies that are substantially similar to those of the small/mid cap value equity sleeves of the Funds. Annual Management Approximate Fund Fee (as a% Net Assets as of average of 12/31/04 net assets) IXIS Advisor Funds - Vaughan 0.55 % $ 114 mm Nelson Small Cap Value Fund IXIS International Vaughan 0.75 % $ 18 mm Nelson US Small Cap Value Fund Discovery Group of Funds - 1.00 % $ 7 mm North America All Cap (Small Cap Sleeve) RMBI Multi-manager SICAV US 0.75 % $ 4 mm Small Cap Equity Fund MANAGEMENT OF VAUGHAN NELSON The table below lists the name, address, position with Vaughan Nelson and principal occupation during the past five years for the principal directors and executive officers of Vaughan Nelson. NAME AND ADDRESS* POSITION WITH VAUGHAN NELSON AND PRINCIPAL OCCUPATION Lee A. Lahourcade President and Chief Executive Officer and 600 Travis, Director Suite 6300 Houston, Texas 77002 Beverly M. Director. Executive Vice-President, IXIS Bearden Asset Management North America, L.P. 399 Boylston Street Boston, MA 02116 John T. Hailer Director. Chief Executive Officer, IXIS 399 Boylston Asset Management Advisers, L.P. Street Boston, MA 02116 OWNERSHIP OF VAUGHAN NELSON Vaughan Nelson is a direct subsidiary of Vaughan Nelson Investment Management, Inc., its general partner ("Inc."), and IXIS Asset Management North America, L.P. ("IXIS AMNA"), which owns 100% of Inc. IXIS AMNA is part of IXIS Asset Management Group, an international asset management group based in Paris, France, that is ultimately owned principally, directly or indirectly, by three affiliated French financial services entities: the Caisse des Depots et Consignations ("CDC"), a public sector financial institution created by the French government in 1816; the Caisse Nationale des Caisses d'Epargne, a financial institution owned by CDC and by French regional savings banks known as the Caisse d'Epargne; and CNP Assurances, a French life insurance company. Inc.'s address is 600 Travis, Suite 6300, Houston, Texas 77002. IXIS AMNA's address is 399 Boylston Street, Boston, MA 02116. D-1 Exhibit E SHAREHOLDER INFORMATION As of September 9, 2005 the Trustees and officers of the Trust, as a group, owned less than 1% of the outstanding shares of the Funds. As of September 9, 2005, the owners, directly or indirectly, of more than 5% of any class of the outstanding shares of the Funds were as follows: Conservative Allocation Fund NAME ADDRESS CLASS SHARES/% Merrill Lynch, 4800 Deer Lake C 256,407 /6.7% Pierce, Fenner & Drive East For The Sole Jacksonville FL Benefit 32246 Of Its Fund McDonald 185 Bayshore CT M 22,538 /12.4% Investments Inc Punta Gorda FL C/FBO Cynthia 33950 Kester IRA McDonald 800 Superior Ave M 12,890 /7.1% Investments Inc FBO Ste 2100 Cleveland OH 44114 Lin(k) and Simple 100 Mulberry M 12,049 /6.6% IRA PMFS St., #3 Transfer Agent for Newark NJ 07102 the Fund Prudential 100 Mulberry St R 230 /6.6% Investments LLC 14th Floor ATTN: Lisa Newark NJ 07102 O'Donnell MG Trust Company 700 17th Floor R 3,256 /92.8% Trustee Suite 300 SEA Star Line, LLC Denver CO 80202 Prudential Trust 9 Laurel Drive X 45,971 /29.2% Company C/F The Simsbury CT Rollover IRA Of 06070 Adam W Leighton Prudential Trust 24 Tanglewood X 39,424 /25.0% Company Road C/F The Rollover Farmington CT IRA Of 06032 Sandra R Vanwart Prudential Trust 5749 Concord X 13,613 /8.6% Company Drive C/F The Rollover North Port FL IRA Of 34287 Eugene C Orientale Prudential Trust PO Box 856 X 9,773 /6.2% Company Sea Breeze Ave C/F The 403B Plan Westhampton NY Of Joanne F Allan 11977 FBO Joanne F Allan Prudential Trust 5749 Concord X 9,820 /6.2% Company Drive C/F The IRA Of North Port FL Angelina Orientale 34287 Bruce R. Legrow TTEE 402 N. Kaufman X 8,996 /5.7% Donald H. Simmons Linden TX 75563 TTEE Glen Garrett Clinic PA 104K PSP & Trust E-1 PIMS/Prudential 1135 South Z 25,226 /6.2% Retirement Edgar Street As Nominee For The PO Box 15198 TTEE York PA 17403 Customer Plan Wellspan Health Prudential 100 Mulberry St Z 167,866 /41.1% Investment Newark NJ FBO Mutual Fund 07102 Clients ATTN Pruchoice Unit PIMS/Prudential 1232 Haco Z 51,452 /12.6% Retirement Drive As Nominee For The PO Box 13007 TTEE Lansing MI Customer Plan 48912 Lansing Board Of Water & Light Charles Schwab CO 101 Montgomery St Z 109,435 /26.8% San Francisco CA 94104 MODERATE ALLOCATION FUND PIMS/Prudential 2525 Glenn W. A 501,923 /6.0% Retirement Hendren Dr. As Nominee For The Liberty MO 64068 TTEE Customer Plan Liberty Hospital Retirement PIMS/Prudential 4470 Cox Road A 441,608 /5.3% Retirement Suite 110 As Nominee For The Glen Allen VA TEE 23060 Customer Plan Virginia Physicians, Inc 401 (K) Merrill Lynch, 4800 Deer Lake C 992,298 /10.6% Pierce, Fenner & Drive East For The Sole Benefit Jacksonville FL Of Its Customer 32246 Prudential 100 Mulberry St. R 219 /14.6% Investments LLC 14th Flr. ATTN: Lisa O'Donnell Newark NJ 07102 MG Trust Company 700 17th Street R 1,226 /82.0% Trustee Suite 300 SEA Star Line, LLC Denver CO 80202 Prudential Trust 784 Pine Island X 20,685 /10.8% Company Drive C/F The Rollover IRA Melbourne FL Of Gail R Azia 32940 Prudential Trust 10 Terrie Road X 17,262 /9.0% Company Farmington CT C/F The IRA Of 06032 Ann Follacchio Prudential Trust 112 Bluff Point X 19,456 /10.2% Company Road C/F The Rollover IRA S Glastonbury Of David S Sitner CT 06073 Prudential Trust 112 Bluff Point X 9,855 /5.2% Company Road C/F The Rollover S Glastonbury IRA Of CT 0603 David F Sitner Bruce R. Legrow TTEE 402 N. Kaufman X 11,712 /6.1% Donald H. Simmons Linden TX 75563 TTEE Glen Garrett Clinic PA 401K PSP & Trust NFSC FEBO 8923 Three Chopt Z 40,065 /5.0% W. Ferrar, M. Rd Ste 101 Taylor Cottees Richmond VA 23229 Comm William Ferrar, M Tayloe P/ADM Merrill Lynch, 4800 Deer Lake Z 159,957 /20.1% Pierce, Fenner & Drive East For The Sole Jacksonville FL Benefit Of Its 32246 Customer PIMS/Prudential 1135 South Edgar Z 40,602 /5.1% Retirement Street As Nominee For The PO Box 15198 TTEE York PA 17403 Customer Plan Wellspan Health Prudential 100 Mulberry St Z 116,851 /14.7% Investment Newark NJ 07102 FBO Mutual Fund Clients ATTN Pruchoice Unit PIMS/Prudential 1232 Haco Drive Z 62,841 /7.9% Retirement PO Box 13007 As Nominee For The Lansing MI 48912 TTEE Customer Plan Lansing Board Of Water & Light Charles Schwab CO 101 Montgomery St Z 336,301 /42.2% San Francisco CA 94104 GROWTH ALLOCATION FUND Merrill Lynch, 4800 Deer Lake C 459,540 /7.6% Pierce, Fenner & Drive East For The Sole Jacksonville FL Benefit Of Its 32246 Customer Flora M Burke TTEE & 5362 D Algarrobo M 13,701 /5.7% Jonathan H Burke TTEE Laguna Hills CA Burke Family Trust 92653 Prudential 100 Mulberry St R 217 /96.9% Investment LLC 14th Fl ATTN: Lisa Newark NJ 07102 O'Donnell Prudential Trust 5275 Bullard X 7,774 /7.5% Company Road C/F The Rollover Fenton MI 48430 IRA Of Robert C Locker Cardiolgy Spclsts 8479 London CT X 8,389 /8.1% Of Dayton In Springboro OH Profit Sharing Plan 45066 Stephen P Young TTEE FBO Patrick J Lytle Do Prudential Trust 1160 Jeffery X 9,341 /9.0% Company Lane C/F The IRA Of Saline MI 48176 Richard J Malinczak Prudential Trust 8926 Vrain St X 12,870 /12.4% Company Westminster CO C/F The IRA Of 80031 Juanee J Jensen Prudential Trust 8080 Lowell Blvd X 9,313 /9.0% Company Westminister CO C/F The IRA Of 80031 Peggy L Abeyta Merrill Lynch, 4800 Deer Lake Z 60,161 /12.5% Pierce, Fenner & Drive East For The Sole Jacksonville FL Benefit Of Its 32246 Customer PIMS/Prudential 1135 South Edgar Z 59,311 /12.4% Retirement Street As Nominee For The PO Box 15198 TTEE York PA 17403 Customer Plan Wellspan Health Prudential Investment 100 Mulberry St Z 81,162 /16.9% FBO Mutual Fund Clients Newark NJ 07102 Attn Pruchoice Unit PIMS/Prudential 1232 Haco Drive Z 46,513 /9.7% Retirement PO Box 13007 As Nominee For The Lansing MI 48912 TTEE Customer Plan Lansing Board Of Water & Light Charles Schwab CO 101 Montgomery St Z 191,964 /40.0% San Francisco CA 94104 E-4 EX-99.77D POLICIES 4 spasset77d2.txt Strategic Partners Asset Allocation Funds Period ended 01/31/06 File number 811-08915 SUB-ITEM 77D Policies With Respect to Security Investment Strategic Partners Large Capitalization Value Fund, a series of STRATEGIC PARTNERS STYLE SPECIFIC FUNDS Strategic Partners Conservative Allocation Fund (large cap value sleeve) Strategic Partners Moderate Allocation Fund (large cap value sleeve) Strategic Partners Growth Allocation Fund (large cap value sleeve), each Fund being a series of STRATEGIC PARTNERS ASSET ALLOCATION FUNDS Large Capitalization Value Portfolio, a portfolio of THE TARGET PORTFOLIO TRUST Supplement dated December 9, 2005 to the Prospectus of the above-referenced Funds dated as shown below I. The following change is applicable to each of the above-referenced Funds: The Board of Trustees of each of the above-referenced Funds or Portfolios (collectively, "Funds") recently approved NFJ Investment Group L.P. ("NFJ") as an additional subadviser for the Fund or the sleeve of the Fund as indicated above. Hotchkis and Wiley Capital Management, LLC and J.P. Morgan Investment Management, Inc. are the Funds' current subadvisers and will continue to be subadvisers for the Funds along with NFJ. It is anticipated that the addition of NFJ as an additional subadviser will be effective on or about December 16, 2005. The section of the Prospectuses of the Fund(s) titled "How the Trust is Managed - Advisers and Portfolio Managers" is supplemented by adding the following information about NFJ: NFJ Investment Group L.P. NFJ Investment Group L.P. (NFJ) , formed in 1989, is a wholly owned subsidiary of Allianz Global Investors of America L.P. As of July 31, 2005, the firm had over $15 billion of worldwide assets under management and advice. NFJ, a disciplined, value- oriented equity manager, is located at 2100 Ross Avenue, Dallas, Texas 75201. Ben Fischer, CFA , has over 38 years of experience in portfolio management, investment analysis and research. Prior to founding NFJ in 1989, he was chief investment officer (institutional and fixed income), senior vice president and senior portfolio manager at NationsBank which he joined in 1971. Mr. Fischer received his BA degree in Economics and a JD degree from Oklahoma University, and an MBA from New York University's Stern School of Business. Chris Najork, CFA, is Managing Director and Portfolio Manger of NFJ Investment Group. A founder of NFJ, he has over 35 years experience in equity research and portfolio management in the value sector. Prior to the formation of NFJ, he was a senior vice president, senior portfolio manager and analyst at NationsBank, which he joined in 1974. Mr. Najork received his BA and MBA from Southern Methodist University. Paul Magnuson is the Senior Research Analyst and a Portfolio Manager at NFJ. He has over 20 years of investment experience in equity analysis and portfolio management. Prior to joining NFJ in 1992, he was an assistant vice president at NationsBank, which he joined in 1985. Mr. Magnuson received his BBA from the University of Nebraska. II. The following change is applicable to the Target Portfolio Trust, only. The section of the prospectus titled "Investment Advisers and Portfolio Managers - Introduction" on page 47 is deleted and replaced with the following: The assets of each Portfolio is independently managed by two or more Sub-advisers under a multi-manager structure. Pursuant to the multi-manager structure, Prudential Investments LLC ("PI") determines and allocates a portion of the Portfolio's assets to each of the Sub-advisers. Consistent with the overall investment strategy of the Portfolio, PI periodically rebalances daily cash inflows (i.e., purchases and reinvested dividends) and outflows (i.e., redemptions and expense items) among the Sub-advisers. In addition, PI periodically reallocates assets among the Sub-advisers. The allocations will be reviewed by PI periodically, and the allocations may be altered or adjusted by PI without prior notice. By using two or more Sub-advisers for the Portfolio, and by periodically rebalancing or reallocating the Portfolio's assets among the Sub-advisers, PI seeks long-term benefits from a balance of different investment disciplines. PI believes that, at any given time, certain investment philosophies will be more successful than others and that a combination of different investment approaches may benefit the Portfolio and help reduce volatility. In addition, the use of several Sub-advisers may help to protect the Fund from capacity risk (a Sub-adviser's determination to manage a limited amount of assets because of a lack of investment opportunities that appear attractive to the Sub-adviser). The information in this supplement relates to the following Prospectuses: FUND NAME DATE OF PROSPECTUS Strategic Partners Large Capitalization Value Fund, a series of STRATEGIC PARTNERS STYLE SPECIFIC FUNDS September 29, 2005 Strategic Partners Conservative Allocation Fund Strategic Partners Moderate Allocation Fund Strategic Partners Growth Allocation Fund, each a series of STRATEGIC PARTNERS ASSET ALLOCATION FUNDS September 30, 2005 Large Capitalization Value Portfolio, a portfolio of THE TARGET PORTFOLIO TRUST February 25, 2005 EX-99.77D POLICIES 5 spasset77d3.txt Strategic Partners Asset Allocation Funds Period ended 01/31/06 File number 811-08915 SUB-ITEM 77D Policies With Respect to Security Investment Strategic Partners Large Capitalization Value Fund, a series of STRATEGIC PARTNERS STYLE SPECIFIC FUNDS Strategic Partners Conservative Allocation Fund (large cap value sleeve) Strategic Partners Moderate Allocation Fund (large cap value sleeve) Strategic Partners Growth Allocation Fund (large cap value sleeve), each Fund being a series of STRATEGIC PARTNERS ASSET ALLOCATION FUNDS Large Capitalization Value Portfolio, a portfolio of THE TARGET PORTFOLIO TRUST Supplement dated December 9, 2005 to the Statement of Additional Information ("SAI") of the above-referenced Funds dated as shown below The Board of Trustees of each of the above-referenced Funds or Portfolios (collectively, "Funds") recently approved NFJ Investment Group L.P. ("NFJ") as an additional subadviser for the Fund or the sleeve of the Fund as indicated above. Hotchkis and Wiley Capital Management, LLC and J.P. Morgan Investment Management, Inc. are the Funds' current subadvisers and will continue to be subadvisers for the Funds along with NFJ. It is anticipated that the addition of NFJ as an additional subadviser will be effective on or about December 16, 2005. A. The following supplements the table titled "Sub-advisory Fee Rates" as it pertains to the respective Fund: FUND SUBADVISER SUBADVISORY FEE Strategic Partners Hotchkis & Wiley and 0.30% of average daily Style Specific Funds and JPMorgan net assets - - Strategic Partners LargeCap Value Fund NFJ 0.40% first $50 million 0.38% next $50 million 0.34% next $50 million 0.30% next $200 million 0.28% over $350 million(1) (1) For purposes of the subadvisory fee calculation for each Fund, all LCV assets managed by NFJ will be aggregated with the assets of SP Style Specific-SP Small Cap Value Fund and the assets of The Target Portfolio Trust - Small Cap Value Portfolio that are managed by NFJ. FUND SUBADVISER SUBADVISORY FEE Strategic Partners Asset Hotchkis & Wiley 0.30% of combined Allocation Funds average daily net assets - - Strategic Partners JPMorgan 0.30% of combined average daily Conservative Allocation net assets to $300 million; 0.25% Fund (LCV sleeve) of combined average daily net - - Strategic Partners Moderate NFJ assets over $300 million (2) Allocation Fund (LCV sleeve) 0.40% first $50 million - - Strategic Partners Growth 0.38% next $50 million Allocation Fund (LCV sleeve) 0.34% next $50 million 0.30% next $200 million 0.28% over $350 million (1) Target Portfolio Hotchkis & 0.30% of average daily net assets Trust Wiley and 0.40% first $50 million - - Large Cap Value JPMorgan 0.38% next $50 million Portfolio 0.34% next $50 million NFJ 0.30% next $200 million 0.28% over $350 million (1) B. The following supplements the discussion titled "Corporate Structure" for each Fund named above. NFJ Investment Group L.P. NFJ Investment Group L.P. (NFJ) , formed in 1989, is a wholly owned subsidiary of Allianz Global Investors of America L.P. As of July 31, 2005, the firm had over $15 billion of worldwide assets under management and advice. NFJ, a disciplined, value-oriented equity manager, is located at 2100 Ross Avenue, Dallas, Texas 75201. C. The following information supplements the chart titled "Portfolio Managers": A. 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: Strategic Partners Style Specific Funds - -Strategic Partners Large Cap Value Fund PORTFOLIO MANAGER(S): Ben Fisher of NFJ Chris Najork of NJF Paul Magnuson of NFJ REGISTERED INVESTMENT COMPANIES *: 3 ($1,830,572,717) 4 ($4,933,858,642) 4 ($298,433,792) OTHER POOLED INVESTMENT VEHICLES: 8 ($200,213,248) 1 ($44,313,594) 4 ($99,818,605) OTHER ACCOUNTS: 26 ($915,154,861) 4 ($406,422,942) 3 ($959,079,705) (2) For purposes of the subadvisory fee calculation, the assets managed by JPMorgan are aggregated with the assets of SP Style Specific-SP Large Cap Value Fund and the assets of The Target Portfolio Trust - Large Cap Value Portfolio that are managed by JPMorgan. PORTFOLIO: Strategic Partners Asset Allocation Funds - - Strategic Partners Conservative Allocation Fund (LCV sleeve) - - Strategic Partners Moderate Allocation Fund (LCV sleeve) - - Strategic Partners Growth Allocation Fund (LCV sleeve) Target Portfolio Trust - - Large Cap Value Portfolio PORTFOLIO MANAGER(S): Ben Fisher of NFJ Chris Najork of NJF Paul Magnuson of NFJ Ben Fisher of NFJ Chris Najork of NJF Paul Magnuson of NFJ REGISTERED INVESTMENT COMPANIES *: 3 ($1,830,572,717) 4 ($4,933,858,642) 4 ($298,433,792) 3 ($1,830,572,717) 4 ($4,933,858,642) 4 ($298,433,792) OTHER POOLED INVESTMENT VEHICLES: 8 ($200,213,248) 1 ($44,313,594) 4 ($99,818,605) 8 ($200,213,248) 1 ($44,313,594) 4 ($99,818,605) OTHER ACCOUNTS: 26 ($915,154,861) 4 ($406,422,942) 3 ($959,079,705) 26 ($915,154,861) 4 ($406,422,942) 3 ($959,079,705) * As of September 30, 2005 B. Portfolio Manager Compensation / Material Conflicts of Interest . The table below identifies, for each Portfolio Manager, the structure of, and method(s) used to determine, portfolio manager compensation. The table below also identifies, for each Portfolio Manager, any material conflicts of interest that may arise between a Portfolio Manager's management of a Portfolio's investments and investments in other accounts. PORTFOLIO Strategic Partners Style Specific Funds - - Strategic Partners Large Cap Value Fund Strategic Partners Asset Allocation Funds - - Strategic Partners Conservative Allocation Fund (LCV sleeve) - - Strategic Partners Moderate Allocation Fund (LCV sleeve) - - Strategic Partners Growth Allocation Fund (LCV sleeve) Target Portfolio Trust - - Large Cap Value COMPENSATION STRUCTURE AND METHOD(S)/MATERIAL CONFLICTS OF INTEREST NFJ PORTFOLIO MANAGER COMPENSATION Contractual agreements provide the founders with competitive salaries and all benefits provided to the senior executives of Allianz. The founders/managing directors have a separate business entity contract and employment contract, including a profit sharing agreement. All other managing directors are eligible for profit sharing pool participation. Compensation is tied to successful job performance and growth in assets under management. All managing directors have available to them a Deferred Compensation Plan that is 100% voluntary on the part of the individual. Our compensation levels are on par with other industry firms. Employees are provided very competitive compensation packages with incentives, including annual bonuses, a benefits package, vacation, sick leave, etc. Compensation is fixed and is not based on the fund's performance or the assets held in the fund's portfolio. All NFJ employees at the same level are compensated in the same way. There is no difference between the structure and method used to compensate the portfolio manager assigned to the fund's account and other portfolio managers in the Company. CONFLICTS OF INTEREST Being an investment manager with multiple clients, there could be the potential conflict of interest while managing both the Funds and other accounts at the same time. Listed below are potential conflicts that an investment professional could face. NFJ has implemented compliance policies and procedures to attempt to address these potential issues. There is the potential conflict that a more attractive investment could be allocated to a higher fee paying account. A conflict could also arise if a disproportionate share amount of a security that is likely to increase in value is allocated to a favored account. NFJ has established allocation procedures to address fair and equitable allocation of all trades. C. Portfolio Manager Securities Ownership . The table below identifies, for each Portfolio Manager, ownership of Trust securities by each Portfolio Manager. OWNERSHIP PORTFOLIO PORTFOLIO OF TRUST MANAGER(S) SECURITIES Strategic Partners Style Specific Ben Fisher of NFJ None Funds - -Strategic Partners Large Cap Value Chris Najork of NJF None Fund Strategic Partners Asset Allocation Paul Magnuson of NFJ None Funds - - Strategic Partners Conservative Ben Fisher of NFJ None Allocation Fund (LCV sleeve) - - Strategic Partners Moderate Chris Najork of NJF None Allocation Fund (LCV sleeve) Paul Magnuson of NFJ None - - Strategic Partners Growth Ben Fisher of NFJ None Allocation Fund (LCV sleeve) Target Portfolio Trust Chris Najork of NJF None - - Large Cap Value Paul Magnuson of NFJ None The information in this supplement relates to the following SAIs: FUND NAME DATE OF SAI Strategic Partners Large Capitalization Value Fund, a series of STRATEGIC PARTNERS STYLE SPECIFIC FUNDS September 29, 2005 Strategic Partners Conservative Allocation Fund Strategic Partners Moderate Allocation Fund Strategic Partners Growth Allocation Fund, each a series of STRATEGIC PARTNERS ASSET ALLOCATION FUNDS September 30, 2005 Large Capitalization Value Portfolio, a portfolio of THE TARGET PORTFOLIO TRUST February 25, 2005 -----END PRIVACY-ENHANCED MESSAGE-----